Autoinfo, Inc – ‘424B3’ on 5/2/06

On:  Tuesday, 5/2/06, at 11:38am ET   ·   Accession #:  1169232-6-2150   ·   File #:  333-132766

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Registration Statement                                53    235K 

Document Table of Contents

424B3
1st Page of 53
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
PROSPECTUS                                           Filed Pursuant to          
                                        Rule 424(b)(3)
                                                     Registration No. 333-132766

5,383,333 SHARES
of
COMMON STOCK

AUTOINFO, INC.
--------------

      The selling stockholders named in this prospectus, Kinderhook Partners, LP
and Vinoray R. Shah,  are  offering up to  5,383,333  shares of our common stock
they own. We will not receive any of the  proceeds  from the sale of the shares.
We will bear all costs  relating to the offer and sale of the  shares,  which we
expect will be approximately $13,000. However, the selling stockholders will pay
any commissions, fees and discounts of underwriters, brokers, dealers or agents.

      Each selling stockholder will sell the shares whenever it chooses to do so
at varying  prices to be  determined  at the time of each sale either based upon
prevailing market conditions or at negotiated prices.  Each selling  stockholder
may sell these  shares  directly to or through  broker-dealers,  who may receive
compensation  in the form of discounts,  concessions or commissions  from either
the selling stockholder or the purchasers of the shares or both of them. Brokers
or dealers effecting transactions in these shares should confirm that the shares
are registered under applicable state law or that an exemption from registration
is available.                                                                   

      Our common  stock is quoted on the OTC  Bulletin  Board  under the trading
symbol  "AUTO." The high and low prices for our common stock on the OTC Bulletin
Board were $1.19 and $0.93 on April 27, 2006.                                   

      See "Risk Factors"  beginning on page 6 of this prospectus for the factors
you should consider before buying shares of our common stock.                   

      No  underwriter or person has been engaged by us to facilitate the sale of
the shares of common stock in this offering.  This offering will continue for up
to 24 months after the accompanying registration statement is declared effective
by the Securities and Exchange  Commission or for so long thereafter as sales of
shares offered by the selling  stockholder  would otherwise be subject to volume
limitations imposed by Rule 144 under the Securities Act of 1933, as amended.   

      Neither the  Securities and Exchange  Commission nor any other  regulatory
body has approved these shares or determined that this prospectus is accurate or
complete. It is illegal for anyone to tell you otherwise.                       

The date of this Prospectus is April 28, 2006 

424B3
2nd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 2nd
--------------------------------------------------------------------------------

PROSPECTUS SUMMARY

Business overview                                                               

      Through  our  wholly-owned   subsidiary,   Sunteck   Transport  Co.,  Inc.
(Sunteck),  we are a  non-asset  based  transportation  services  company.  As a
non-asset  based  provider of  brokerage  and  contract  carrier  transportation
services,  we do not own any equipment and our services are provided through our
strategic alliances with less than truckload, truckload, air, rail, ocean common
carriers and independent  owner-operators  to service our customers'  needs. Our
brokerage  services are provided  though a network of  independent  sales agents
throughout the United States and Canada.  Our contract carrier  services,  which
commenced in 2003,  are also  provided  through a network of  independent  sales
agents and  independent  owner-operators  throughout  the United  States.  These
services  generated gross revenue,  net revenue and net income of  approximately
$68.0  million,  $13.6 million and $3.6 million,  respectively,  during our most
recently completed fiscal year.                                                 

Strategy                                                                        

      Our  strategy  is  to  continue  to  expand  through   affiliations   with
independent sales agents and through internal expansion. We intend to seek, on a
selective  basis,  acquisition of businesses that have product lines or services
which complement and expand our existing services and product lines, and provide
us with  strategic  distribution  locations or attractive  customer  bases.  Our
ability to  implement  our growth  strategy  will be dependent on our ability to
identify and affiliate with these new agents on desirable economic terms.       

--------------------------------------------------------------------------------

3 

424B3
3rd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 3rd
--------------------------------------------------------------------------------

Contact information                                                             

      Our principal  executive office is located at 6413 Congress Avenue,  Suite
260, Boca Raton, Florida 33487, and our telephone number is (561) 988-9456.  Our
Web address is www.suntecktransport.com. None of the information on our Web site
is part of this prospectus.                                                     

                                                        [Enlarge/Download Table]

                                                         The Offering                                            
                                                         ------------                                            
                                                                                                                 
Securities offered...................................... 5,383,333 shares of common stock.                       

Shares of common stock to be outstanding after this                                                              
     offering........................................... 31,798,856(1)                                           

Selling Stockholders                                     Kinderhook Partners, LP and Vinoray R. Shah             

Proceeds:..............................................  We will not receive any of the proceeds from the sale of
                                                         the shares. Although we will not receive the proceeds   
                                                         from the sale of shares in this offering, we will bear  
                                                         all costs relating to the offer and sale of the shares, 
                                                         which we expect will be approximately $13,000. However, 
                                                         the selling stockholders will pay any commissions, fees 
                                                         and discounts of underwriters, brokers, dealers or      
                                                         agents.                                                 

Risk factors:..........................................  The offering involves a high degree of risk. Please     
                                                         refer to "Risk Factors" beginning on page 6 of this     
                                                         prospectus for a description of the risk factors you    
                                                         should consider before buying shares of our common      
                                                         stock.                                                  

OTC bulletin board symbol:.............................. AUTO                                                    

----------                                                                      
(1)   Assumes no exercise of options outstanding immediately before this        
offering covering 7,153,516 shares of our common stock.             

--------------------------------------------------------------------------------

4 

424B3
4th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 4th
--------------------------------------------------------------------------------

 Summary Financial Information

    The table below sets forth a summary of our statement of operations data
as of December 31, 2005, 2004 and 2003.                                         

                                    Years Ended December 31,
                                     (Audited)
                                        2005           2004             2003
                                      ----------      ----------      ----------
Statement of Operations Data:                                                   
                                       (in thousands, except for per share data)

Gross revenue                             68,040          46,492          27,171

Net revenue                               13,554           8,734           5,076

Net income                                 3,608           1,466           1,300

Net income per share (basic)          $     0.11      $     0.05      $     0.05
Net income per share (diluted)        $     0.11      $     0.04      $     0.05

Weighted average number of shares                                               
   outstanding (basic)                31,520,000      30,915,000      27,355,000
Weighted average number of shares                                               
   outstanding (diluted)              33,920,000      33,438,000      28,789,000

The table below sets forth a summary of our balance sheet data as of
December 31, 2005 and 2004.                                                     

                                          December 31,
                                         (Audited)
                                          2005              2004
                                         ---------         ---------
-----------------------------                               
Balance Sheet Data:                        (in thousands)   
-----------------------------                               

    Cash and cash equivalents            $     419         $      38
    Accounts receivable, net                12,735             9,658
    Total assets                            16,646            11,795
    Total liabilities                        8,515             7,383
    Deficit                               (11,084)          (14,692)
    Stockholders' equity                     8,131             4,412

--------------------------------------------------------------------------------

5 

424B3
5th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 5th
RISK FACTORS

      This  offering  involves  a high  degree  of risk.  You  should  carefully
consider the risks described below and the other information in this prospectus,
including our financial statements and the notes to those statements, before you
purchase any shares.                                                            

We are dependent upon independent commissioned sales agents who have direct     
relationships with our customers.                                               

      A  substantial  portion of our  business is  originated  by our network of
independent  sales  agents.  Most  of  these  sales  agents  work  with us on an
exclusive basis. We do not have non-compete or non-solicitation  agreements with
these agents. These contracts are typically terminable upon 10 to 30 days notice
by either  party and do not  restrict  the ability of a former  agent to compete
with  Sunteck  following  termination.  As a  result,  if sales  representatives
terminate their affiliation with us, our revenue and results of operations could
be adversely affected.                                                          

We are dependent on third party capacity providers.                             

      We do not own trucks or other  transportation  equipment and rely on third
party capacity  providers,  including  independent  owner  operators,  unrelated
trucking  companies,  railroads and air cargo carriers to transport  freight for
our  customers.  We compete with motor  carriers and other third parties for the
services  of  independent   owner  operators  and  other  third  party  capacity
providers.  A significant  decrease in available capacity provided by either our
independent owner operators or other third party capacity providers could have a
material adverse effect on our results of operations and revenue.               

Decreased  demand  for  transportation   services  could  adversely  affect  our
operating results.                                                              

      The  transportation   industry   historically  has  experienced   cyclical
financial  results as a result of slowdowns in economic  activity,  the business
cycles of  customers,  price  increases  by capacity  providers,  interest  rate
fluctuations,  and other  economic  factors  beyond our control.  Certain of our
third party capacity  providers can be expected to charge higher prices to cover
increased  operating  expenses,  and our operating  income may decline if we are
unable  to pass  through  to our  customers  the full  amount  of  these  higher
transportation  costs.  If a slowdown in economic  activity or a downturn in our
customers'  business  cycles causes a reduction in the volume of freight shipped
by  those  customers,  our  operating  results  could  be  materially  adversely
affected.                                                                       

We have  limited  marketing  and  sales  capabilities  and  must  make  sales in
fragmented markets.                                                             

      Our  future  success  depends,  to a  great  extent,  on  our  ability  to
successfully  market our services through our network of independent agents. Our
sales and marketing  capabilities  are more limited than many of our competitors
who have captive internal sales forces and greater financial  resources than us.
We cannot  assure you that any  marketing  and sales  efforts  undertaken on our
behalf will be successful or will result in any significant sales.              

Our industry is intensely competitive, which may adversely affect our operations
and financial results.                                                          

      All our markets are intensely  competitive  and numerous  companies  offer
services that compete with our services.  We anticipate that competition for our
services will continue to increase.  Many of our competitors have  substantially
greater capital  resources,  sales and marketing  resources and  experience.  We
cannot  assure  you  that  we  will be able  to  effectively  compete  with  our
competitors in effecting our business expansion plans.                          

6 

424B3
6th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 6th
We depend on the continued services of our president.                           

      Our future  success  depends,  in part, on the  continuing  efforts of our
president,   Harry  Wachtel,  who  conceived  our  strategic  plan  and  who  is
responsible  for executing that plan.  The loss of Mr.  Wachtel would  adversely
affect our business. At this time we do not have any term "key man" insurance on
Mr. Wachtel. If we lose the services of Mr. Wachtel,  our business,  operations,
and financial condition would be materially adversely affected.                 

We must attract and retain qualified personnel.                                 

      As we implement our business growth strategy,  significant demands will be
placed on our managerial,  financial and other resources. One of the keys to our
future  success  will be our  ability to attract  and  retain  highly  qualified
marketing,  sales  and  administrative  personnel.   Competition  for  qualified
personnel in these areas is intense and we will be competing for their  services
with companies that have  substantially  greater resources than we do. We cannot
assure you that we will be able to identify,  attract and retain  personnel with
skills and  experience  necessary  and relevant to the future  operations of our
business.  Our inability to retain or attract qualified personnel in these areas
could have a material adverse effect on our business and results of operations. 

We may require additional financing in the future, which may not be available on
acceptable terms.                                                               

      Depending on our ability to generate  revenues,  we may require additional
funds to expand our  business  operations  and for  working  capital and general
corporate  purposes.   Any  additional  equity  financing  may  be  dilutive  to
stockholders,  and debt financings may involve restrictive  covenants that limit
our ability to make decisions that we believe will be in our best interests.  In
the event we cannot obtain  additional  financing on terms acceptable to us when
required, our ability to expand operations may be materially adversely affected.

Our principal stockholders have substantial control over our affairs.           

      As of March 7, 2006, our president,  Harry  Wachtel,  owned  approximately
16.4% of the issued and outstanding shares of our common stock.  Further,  James
T. Martin and  Kinderhook  Partners,  LP, two  significant  stockholders,  owned
approximately  19.7% and 19.4%,  respectively,  of the  issued  and  outstanding
shares of our common  stock.  As a result,  either Mr.  Wachtel,  Mr.  Martin or
Kinderhook  Partners,  LP could assert  control over our affairs,  including the
election of directors and any  proposals  regarding a sale of the company or its
assets or a merger. In addition,  this concentration of ownership could have the
effect of delaying,  deferring  or  preventing a change in control or impeding a
merger or consolidation,  takeover or other business combination which you, as a
stockholder, may otherwise view favorably.                                      

Our stock price is volatile  and could be further  affected by events not within
our control.                                                                    

      The market price of our common stock has historically  experienced and may
continue to  experience  significant  volatility.  For the 52-week  period ended
March 24, 2006, our closing stock price has ranged from $0.40 to $0.90. On March
27, 2006, our closing stock price was $0.77.                                    

      The trading  price of our common stock has been volatile and will continue
to be subject to:                                                               

o     volatility in the trading markets generally;                  

  o     significant fluctuations in our quarterly operating results; and

7 

424B3
7th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 7th
      o     announcements   regarding  our  business  or  the  business  of  our
competitors.                                            

      Statements or changes in opinions,  ratings or earnings  estimates made by
brokerage firms or industry analysts relating to the markets in which we operate
or expect to operate  could also have an adverse  effect on the market  price of
our common stock. In addition, the stock market as a whole has from time to time
experienced  extreme  price and  volume  fluctuations  which  have  particularly
affected the market price for the  securities  of many  small-cap  companies and
which often have been unrelated to the operating performance of these companies.

The price of our common stock may be adversely affected by the possible issuance
of  shares  of our  common  stock as a result  of the  exercise  of  outstanding
options.                                                                        

      We have granted options covering  approximately  7.2 million shares of our
common stock.  As a result of the actual or potential  sale of these shares into
the market, our common stock price may decrease.                                

Future sales of our common stock may adversely affect our common stock price.   

      If our stockholders sell a large number of shares of common stock or if we
issue a large  number  of shares  in  connection  with  future  acquisitions  or
financings, the market price of our common stock could decline significantly. In
addition, the perception in the public market that our stockholders might sell a
large number of shares of common stock could cause a decline in the market price
of our common stock.                                                            

Some  provisions  in our  charter  documents  and bylaws may have  anti-takeover
effects.                                                                        

      Our certificate of  incorporation  and bylaws contain  provisions that may
make it more  difficult for a third party to acquire us, with the result that it
may deter potential suitors.  For example, our board of directors is authorized,
without action of the stockholders,  to issue authorized but unissued common and
preferred  stock.  The existence of authorized but unissued common and preferred
stock enables us to discourage or to make it more difficult to obtain control of
us by means of a merger, tender offer, proxy contest or otherwise.              

We have agreed to limitations on the potential liability of our directors.      

      Our certificate of incorporation provides that, in general, directors will
not be personally liable for monetary damages to the company or our stockholders
for a breach of fiduciary  duty.  Although this limitation of liability does not
affect the  availability  of equitable  remedies  such as  injunctive  relief or
recission,  the presence of these provisions in the certificate of incorporation
could prevent us from recovering monetary damages.                              

Liquidity on the OTC Bulletin  Board is limited,  and we may be unable to obtain
listing of our common stock on a more liquid market.                            

      Our  common  stock is quoted  on the  Nasdaq  OTC  Bulletin  Board,  which
provides  significantly  less liquidity than a securities  exchange (such as the
American or New York Stock Exchange) or an automated  quotation  system (such as
the Nasdaq  National or SmallCap  Market).  We do not currently meet the minimum
trading  price  requirement  for  listing on the Nasdaq  SmallCap  Market or the
American Stock Exchange.  There is uncertainty that we will ever be accepted for
a listing on an automated quotation system or securities exchange.              

8 

424B3
8th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 8th
Our common  stock has been  thinly  traded,  and the public  market may  provide
little or no liquidity for holders of our common stock.                         

      Purchasers  of shares of our common  stock may find it difficult to resell
their  shares at prices  quoted in the market or at all.  There is  currently  a
limited  volume of trading in our common stock,  and on many days there has been
no trading  activity at all. Due to the  historically  low trading  price of our
common stock,  many brokerage  firms may be unwilling to effect  transactions in
our common stock,  particularly because low-priced  securities are subject to an
SEC rule that imposes  additional sales practice  requirements on broker-dealers
who sell  low-priced  securities  (generally  those below  $5.00 per share).  We
cannot predict when or whether investor  interest in our common stock might lead
to an increase in its market price or the  development  of a more active trading
market or how liquid that market might become.                                  

The  application  of the "penny stock" rules could  adversely  effect the market
price of our common stock.                                                      

      As long as the trading price of our common stock is below $5.00 per share,
the open-market trading of our common stock will be subject to the "penny stock"
rules. The "penny stock" rules impose additional sales practice  requirements on
broker-dealers  who sell securities to persons other than established  customers
and accredited investors (generally those with assets in excess of $1,000,000 or
annual income exceeding  $200,000 or $300,000  together with their spouse).  For
transactions  covered  by these  rules,  the  broker-dealer  must make a special
suitability  determination  for the purchase of securities and have received the
purchaser's   written   consent  to  the   transaction   before  the   purchase.
Additionally,  for any transaction  involving a penny stock,  unless exempt, the
broker-dealer  must  deliver,  before the  transaction,  a  disclosure  schedule
prescribed by the Securities and Exchange Commission relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered  representative  and current quotations for the
securities.  Finally,  monthly  statements must be sent disclosing  recent price
information  on the limited  market in penny stocks.  These  additional  burdens
imposed on broker-dealers may restrict the ability of broker-dealers to sell the
common stock and may affect a stockholder's ability to resell the common stock. 

      Stockholders  should be aware that,  according to Securities  and Exchange
Commission  Release No.  34-29093,  the market for penny  stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the  security  by one or a few  broker-dealers  that are often
related  to  the  promoter  or  issuer;  (ii)  manipulation  of  prices  through
prearranged  matching  of  purchases  and sales and false and  misleading  press
releases;  (iii) boiler room practices involving high-pressure sales tactics and
unrealistic price projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differential and markups by selling broker-dealers;  and (v)
the wholesale  dumping of the same  securities  by promoters and  broker-dealers
after prices have been manipulated to a desired level,  along with the resulting
inevitable  collapse of those prices and with consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.   

FORWARD-LOOKING STATEMENTS

      Some of the statements made in this  prospectus  discuss future events and
developments, including our future business strategy and our ability to generate
revenue,  income and cash flow. In some cases, you can identify  forward-looking
statements  by words or  phrases  such as "may,"  "will,"  "should,"  "expects,"
"plans,"  "anticipates,"   "believes,"   "estimates,"  "predicts,"  "potential,"
"continue," "our future success depends," "seek to continue," or the negative of
these words or phrases,  or comparable  words or phrases.  These  statements are
only  predictions  that are based, in part, on assumptions  involving  judgments
about future  economic,  competitive  and market  conditions and future business
decisions,  all of which are difficult or impossible to predict  accurately  and
many of which are  beyond  our  control.  Actual  events or  results  may differ
materially.  In evaluating these statements,  you should  specifically  consider
various  facts,  including the                                                  

9 

424B3
9th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 9th
risks  outlined in this "Risk  Factors"  section.  Although we believe  that the
expectations  reflected in the  forward-looking  statements are  reasonable,  we
cannot   guarantee   future   results,   levels  of  activity,   performance  or
achievements.   You  are  cautioned  not  to  place  undue   reliance  on  these
forward-looking  statements,  which  speak only as of the date on which they are
made. We do not undertake to update any of the forward-looking  statements after
the date of this prospectus to conform these statements to actual results.      

 USE OF PROCEEDS

      All  shares of our  common  stock  offered  by this  prospectus  are being
registered for the account of the selling stockholders.  We will not receive any
of the proceeds from the sale of these shares.                                  

 DIVIDEND POLICY

      We have not declared or paid any dividends in the last two years and we do
not intend to pay any dividends in the foreseeable  future.  We intend to retain
any future earnings for use in the operation and expansion of our business.  Any
future  decision to pay  dividends on common stock will be at the  discretion of
our board of directors and will be dependent upon our fiscal condition,  results
of operations capital  requirements and other factors our board of directors may
deem relevant.                                                                  

CAPITALIZATION

      The following table sets forth our  capitalization as of December 31, 2005
and 2004:                                                                       

                                                                [Download Table]

                                                         December 31,          
                                                         ------------          
                                                   2005                2004    
                                                   ----                ----    
                                                          (Audited)            
                                                          ---------            
                                               ------------------------------- 
                                                                               
Current liabilities:                                                           
    Loan payable                               $  1,280,000       $  1,998,000 
    Accounts payable and accrued liabilities      7,235,000          5,385,000 
                                               ------------       ------------ 
       Total current liabilities               $  8,515,000       $  7,383,000 
                                               ------------       ------------ 

Stockholders' Equity                                                           

    Common stock -- authorized 100,000,000                                     
    shares $.001 par value; issued and                                         
    outstanding --31,624,000 and 31,218,000                                    
    shares as of December 31, 2005 and 2004,                                   
    respectively                               $     32,000       $     31,000 

    Preferred stock -- authorized 10,000,000                                   
    shares $.001 par value; issued and                                         
    outstanding --0 shares as of December 31,                                  
    2005 and 2004                                        --                 -- 

    Other capital                                   549,000            324,000 
    Deferred compensation                          (413,000)          (277,000)
    Additional paid-in capital                   19,047,000         19,026,000 
    Deficit                                     (11,084,000)       (14,692,000)
                                               ------------       ------------ 
       Total stockholders' equity              $  8,131,000       $  4,412,000 
                                               ------------       ------------ 

10

424B3
10th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 10th
PRICE RANGES OF OUR COMMON STOCK

      Our common stock is not listed on any stock exchange.  Our common stock is
traded  over-the-counter  on  the  Over-the-Counter  Electronic  Bulletin  Board
("OTCBB")  under the symbol "Auto." The following  table sets forth the high and
low bid information for the common stock for the periods presented,  as reported
by the OTCBB. The bid information reflects  inter-dealer prices,  without retail
mark-up, mark-down or commission, and may not represent actual transactions.    

Year Ended December 31, 2005        High       Low  

First quarter                      $0.70      $0.28 
Second quarter                      0.67       0.41 
Third quarter                       0.51       0.32 
Fourth quarter                      0.61       0.32 

Year Ended December 31, 2004        High        Low 

First quarter                      $0.70      $0.28 
Second quarter                      0.67       0.41 
Third quarter                       0.51       0.32 
Fourth quarter                      0.61       0.32 

      As of March 27,  2006,  the  closing  bid  price per share for our  common
stock,  as  reported  on the  OTCBB  was  $0.77 As of  March  27,  2006,  we had
approximately 1,000 beneficial stockholders.                                    

SELECTED CONSOLIDATED FINANCIAL DATA

      The following is a summary of our selected consolidated financial data for
the years ended  December 31, 2005,  2004,  2003,  2002, and 2001. The financial
data has been derived from our audited  consolidated  financial  statements  and
accompanying notes.                                                             

      The selected  financial data set forth below should be read together with,
and are qualified by reference to, the "Management's  Discussion and Analysis of
Financial  condition and Results of Operations"  section of this  prospectus and
our audited  consolidated  financial  statements and accompanying notes included
elsewhere in this prospectus.                                                   

                                                        [Enlarge/Download Table]

000's omitted, except for per share data                       Year ended December 31,                          
                                          --------------------------------------------------------------------- 
                                             2005           2004           2003           2002           2001   
                                          ---------      ---------      ---------      ---------      --------- 
Statement of Operations Data:                                                                                   
------------------------------------                                                                            
                                                                                                                
Gross revenues                            $  68,040      $  46,492      $  27,171      $  18,863      $   8,029 

Net revenues (1)                             13,554          8,734          5,076          3,368          1,567 

Net  income (loss)                        $   3,608      $   1,466      $   1,300      $     340      $     (15)

Net income (loss) per share (2) (3)                                                                             
     Basic                                      .11      $     .05      $     .05      $     .01      $    (.00)
     Diluted                                    .11      $     .04      $     .05      $     .01      $    (.00)

(1)   Net revenues are determined by deducting cost of transportation from gross
      revenues. See Management's  Discussion and Analysis of Financial Condition
and Results of Operations.                                          

11

424B3
11th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 11th
(2)   The common stock  equivalents for the year ended December 31, 2005,  2004,
2003 and 2002 were 2,400,000, 2,523,000, 1,434,000 and 635,000.     

(3)   The common  stock  equivalents  for the year ended  December  31, 2001 was
      30,000. The common stock equivalents for these shares were not included in
      the  calculation  of diluted  income  (loss) per common share  because the
effect would have been antidilutive.                                

                                                        [Enlarge/Download Table]

000's omitted                                          As at December 31,                            
                              -----------------------------------------------------------------------
                                 2005            2004            2003           2002           2001  
                              ---------      ---------        ---------       ---------     ---------
Balance Sheet Data:                                                                                  
----------------------------                                                                         
                                                                                                     
Cash and cash equivalents     $     419      $      38        $     133       $     684     $     898
Accounts receivable, net         12,735          9,658            4,881           2,996         1,358
Total assets                     16,646         11,795            6,286           3,944         2,458
Total liabilities                 8,515          7,383            4,394           3,356         2,215
Deficit                        (11,084)       (14,692)          (16,158)       (17,458)      (17,798)
Stockholders' equity              8,131          4,412            1,892             588           243

SUPPLEMENTARY CONSOLIDATED FINANCIAL INFORMATION

      The  following  is  our  unaudited  quarterly  supplementary  consolidated
financial information for the years ended December 31, 2005 and 2004.           

      The  financial  data set forth below are  qualified  by  reference  to our
audited  consolidated  financial  statements  and  accompanying  notes  included
elsewhere in this prospectus.                                                   

                                                        [Enlarge/Download Table]

                                                Year Ended December 31, 2005                    
                                                        Quarter Ended                           
                              ------------------------------------------------------------------
                                  Mar 31           June 30           Sept 30           Dec 31   
                              ------------      ------------      ------------      ------------
                                                                                                
Gross revenues                $ 14,915,000      $ 15,477,000      $ 17,336,000      $ 20,312,000
                              ------------      ------------      ------------      ------------

                              ------------      ------------      ------------      ------------
Net  income                   $    393,000      $    441,000      $    580,000      $  2,194,000
                              ============      ============      ============      ============

Basic net income per share    $       .013      $       .014      $       .018      $       .069
                              ------------      ------------      ------------      ------------
Diluted net income per share  $       .011      $       .013      $       .017      $       .065
                              ============      ============      ============      ============


                                              Year Ended December 31, 2004                      
                                                        Quarter Ended                           
                              ------------------------------------------------------------------
                                 Mar 31            June 30           Sept 30           Dec 31   
                              ------------      ------------      ------------      ------------

                                                                                                
Gross revenues                $  8,159,000      $ 10,960,000      $ 12,938,000      $ 14,435,000
                              ------------      ------------      ------------      ------------

                              ------------      ------------      ------------      ------------
Net  income                   $    176,000      $    271,000      $    278,000      $    741,000
                              ============      ============      ============      ============

Basic net income per share    $       .006      $       .009      $       .009      $       .023
                              ------------      ------------      ------------      ------------
Diluted net income per share  $       .005      $       .008      $       .008      $       .022
                              ============      ============      ============      ============

12

424B3
12th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 12th
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

Cautionary statement  identifying  important factors that could cause our actual
results to differ from those projected in forward looking statements.           

      Readers of this  prospectus  are advised that this document  contains both
statements of historical facts and forward looking  statements.  Forward looking
statements  are subject to certain  risks and  uncertainties,  which could cause
actual results to differ  materially from those indicated by the forward looking
statements.  Examples of forward looking statements include, but are not limited
to (i)  projections  of revenues,  income or loss,  earnings per share,  capital
expenditures,  dividends,  capital  structure and other  financial  items,  (ii)
statements of our plans and objectives with respect to business transactions and
enhancement  of  stockholder   value,   (iii)   statements  of  future  economic
performance,  and (iv) statements of assumptions underlying other statements and
statements about our business prospects.                                        

      This  prospectus  also  identifies  important  factors,  which could cause
actual results to differ  materially from those indicated by the forward looking
statements.  These risks and  uncertainties  include the factors discussed under
the heading "Risk Factors" beginning at page 6 of this prospectus.              

      The following Management's  Discussion and Analysis of Financial Condition
and  Results of  Operations  should be read in  conjunction  with our  financial
statements and the notes thereto appearing elsewhere in this prospectust.       

Overview                                                                        

      Through  our  wholly-owned   subsidiary,   Sunteck   Transport  Co.,  Inc.
(Sunteck), we are a non-asset based transportation  services company,  providing
transportation   capacity  and  related  transportation   services  to  shippers
throughout the United States,  and to a lesser  extent,  Canada.  As a non-asset
based provider of brokerage and contract carrier transportation  services, we do
not own any  equipment  and our  services  are  provided  through our  strategic
alliances with less than truckload,  truckload, air, rail, ocean common carriers
and independent  owner-operators  to service our customers' needs. Our non-asset
based services include ground  transportation  coast to coast, local pick up and
delivery, air freight and ocean freight. Our business services emphasize safety,
information  coordination  and  customer  service  and are  delivered  through a
network  of  independent  commissioned  sales  agents and third  party  capacity
providers coordinated by us. The independent commissioned sales agents typically
enter into exclusive  contractual  arrangements  with us and are responsible for
locating  freight  and  coordinating  the  transportation  of the  freight  with
customers and capacity providers.  The third party capacity providers consist of
independent   contractors   who  provide   truck   capacity  to  us,   including
owner-operators  who  operate  under our  contract  carrier  license,  air cargo
carriers and railroads.  Through this network of agents and capacity  providers,
we operate a transportation  services business with revenue, net revenue and net
income  of  approximately  $68.0  million,   $13.6  million  and  $3.6  million,
respectively, during our most recently completed fiscal year.                   

      Our brokerage  services are provided though a network of independent sales
agents  throughout the United States and Canada.  Our services include arranging
for the  transport  of  customers'  freight  from the  shippers  location to the
designated  destination.  We do not  own  any  trucking  equipment  and  rely on
independent  carriers  for  the  movement  of  customers'  freight.  We  seek to
establish  long-term  relationships  with our customers and provide a variety of
logistics  services and solutions to eliminate  inefficiencies in our customers'
supply chain management.                                                        

      Our contract carrier services,  which commenced in 2003, are also provided
through a network of independent  sales agents and  independent  owner-operators
throughout  the  United  States.  We do  no  own  any  trucking  equipment;  our
independent  owner-operators  lease onto our  operating  authority and transport
freight under the Sunteck name.                                                 

      The most significant  factors in our growth during the past two years have
been internal growth experienced by our                                         

13

424B3
13th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 13th
existing  agents and the expansion of our  brokerage  services  agent,  contract
carrier  services  agent and  owner-operator  networks.  This  growth is readily
measured by the number of transactions  we have processed,  which increased from
30,800 in 2003 to 43,300 in 2004 and to 53,300 is 2005,  an increase of 41% from
2003 to 2004 and 23% from 2004 to 2005.  The average  revenue dollar per load in
our broker division also increased by 28% in 2004 as compared to 2003 and by 22%
in 2005 as compared to 2004. This is the result of several factors  including an
increase in  truckload  business  versus less than  truckload at higher per load
revenues,  the addition of sales agents  hauling  heavy  equipment at higher per
load  revenues,  an increase in  long-haul  versus  short-haul  volume and, to a
lesser degree, a general increase in prices.                                    

      During the next twelve months,  we plan to continue to offer our brokerage
and contract carrier  transportation  services and expand our agent network.  We
are presently  profitable and have adequate available lines of credit to satisfy
our working capital requirements during the next twelve months.                 

Results of operations                                                           

Comparison of 2005 vs 2004                                                      

      During the year ended  December  31, 2005,  we continued to implement  our
strategic  growth business plan consisting  primarily of the expansion of client
services, the opening of regional operations centers in key geographical markets
and the addition of independent  sales agents  providing  brokerage and contract
carrier services.  Our net revenues (gross revenues less cost of transportation)
are the  primary  indicator  of our  ability  to  source,  add value and  resell
services that are provided by third parties and are considered to be the primary
measurement  of growth.  Therefore,  the discussion of the results of operations
below focuses on the changes in our net revenues.  The increases in net revenues
and all  related  cost and  expense  categories  are the  direct  result  of our
business expansion.                                                             

The following table represents certain statement of operation data as a         
percentage of net revenues:                                                     

                             2005           2004
                             ---------     ---------

Net revenues                      100.0%        100.0%    

Commissions                     61.6%         59.3% 
Operating expenses              22.2%         28.8% 
Interest expense                  .4%           .6% 
Income taxes (benefit)         (10.8)%        (5.5)%

Net income                         26.6%         16.8%    

Revenues                                                                        

      Gross  revenues,  consisting  of freight fees and other  related  services
revenue,  totaled  $68,040,000 for the year ended December 31, 2005, as compared
with  $46,492,000  in the prior  year,  an increase of 46%.  Net  revenues  were
$13,554,000 for the year ended December 31, 2005, as compared with $8,734,000 in
the prior year, an increase of 55%.                                             

      Gross  revenues from  brokerage  services  increased to  $58,150,000  from
$36,931,000  and net revenues  increased to $11,887,000  from  $7,032,000 in the
prior year. This increase is the direct result of the continued expansion of our
agent network and customer  base which  resulted in a 29% increase in the number
of  transactions  processed and a 22% increase in the average  dollar amount per
load.                                                                           

14

424B3
14th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 14th
      Gross revenues from contract carrier services increased to $9,890,000 from
$9,561,000 and net revenues  decreased to $1,667,000 from 1,702,000 in the prior
year. Gross revenues  increased  approximately 3% for the year.  However,  there
were  fluctuations  during the year in the number of agents and  owner-operators
due to the termination of agents and the addition of new agents.  As a result of
these fluctuations, gross revenues during the first quarter of 2005 increased by
94% over the  corresponding  2004  period and  decreased  9%, 17% and 6% for the
second,   third  and  fourth   quarters,   respectively,   as  compared  to  the
corresponding  quarters of 2004.  The decrease in net revenues is primarily  the
result of higher  fuel  costs and an  increase  in fuel  service  and  detention
charges  which are  passed  directly  through  to our owner  operators,  thereby
reducing net revenues as a percentage of gross revenues.                        

Costs and expenses                                                              

      Commissions  totaled  $8,348,000  for the year ended December 31, 2005, as
compared with $5,179,000 in the prior year, an increase of 61%. This increase is
the direct result of the  continued  expansion of our agent network and customer
base. As a percentage of net revenues,  commissions  were 62% for the year ended
December 31, 2005 as compared  with 59% in the prior year.  This increase is the
direct result of the expansion of our agent network at higher  commission  rates
and additional bonuses earned after certain monthly benchmarks are achieved.    

      Operating  expenses  totaled  $3,005,000  for the year ended  December 31,
2005,  as compared  with  $2,519,000  in the prior year.  As a percentage of net
revenues,  operating  expenses were 22% for the year ended  December 31, 2005 as
compared  with 29% in the prior year.  This decrease is the direct result of our
ability to leverage selling,  general and administrative  expenses in connection
with business  expansion.  We have increased  administrative  staff commensurate
with the  increase  in  transaction  volume.  In  February  2005,  we moved  our
headquarters  increasing  our space to 5,300  square  feet.  We  presently  have
adequate  facilities  and  management  to handle  the  present  and  anticipated
transaction volume in 2006 without a significant increase in overhead.          

      Interest  expense  was  $56,000  for the year ended  December  31, 2005 as
compared  with $50,000 in the prior year.  This increase is primarily the result
of increased average  borrowings and the increase in the prime lending rate from
4% at the  beginning  of 2004 to 7.25% by the end of  2005.  Our line of  credit
facility is at a interest rate of prime + 1/2%.                                 

Income tax                                                                      

      The income tax benefit of $1,463,000  for the year ended December 31, 2005
consisted  of a benefit of  $2,304,000  resulting  from the  anticipated  future
utilization  of  an  available  federal  tax  loss  carryforward,   net  of  the
utilization  of the  deferred  tax benefit of $718,000 and state income taxes of
$123,000.  The income tax benefit of $480,000  for the year ended  December  31,
2004 consisted of a benefit of $873,000  resulting from the  anticipated  future
utilization  of  an  available  federal  tax  loss  carryforward,   net  of  the
utilization  of the  deferred  tax benefit of $336,000 and state income taxes of
$57,000.  Based upon available  objective  evidence,  including our  post-merger
history  of  profitability,  we  believe  that it is more  likely  than not that
forecasted  taxable  income will be  sufficient  to utilize a portion of the net
operating loss carryforward before its expiration in 2014. Accordingly,  in 2005
the valuation allowance was reduced by $2,304,000.                              

Comparison of 2004 vs 2003                                                      

      During the year ended  December  31, 2004,  we continued to implement  our
strategic  growth business plan consisting  primarily of the expansion of client
services, the opening of regional operations centers in key geographical markets
and the addition of independent  sales agents  providing  brokerage and contract
carrier services.  Our net revenues (gross revenues less cost of transportation)
are the  primary  indicator  of our  ability  to  source,  add value and  resell
services that are provided by third parties and are considered to be the primary
measurement  of growth.  Therefore,  the discussion of                          

15

424B3
15th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 15th
the results of operations below focuses on the changes in our net revenues.  The
increases in net revenues  and all related cost and expense  categories  are the
direct result of our business expansion.                                        

The  following  table  represents  certain  statement  of  operation  data  as a
percentage of net revenues:                                                     

                             2004         2003
                            -------      -------

Net revenues                      100.0%       100.0%     

Commissions                     59.3%        58.2%  
Operating expenses              28.8%        28.9%  
Interest expense                  .6%         2.2%  
Income taxes (benefit)          (5.5)%      (14.9)% 

Net income                         16.8%        25.6%     

Revenues                                                                        

      Gross  revenues,  consisting  of freight fees and other  related  services
revenue,  totaled  $46,492,000 for the year ended December 31, 2004, as compared
with  $27,171,000  in the prior  year,  an increase of 71%.  Net  revenues  were
$8,734,000 for the year ended December 31, 2004, as compared with  $5,076,000 in
the prior year, an increase of 72%.                                             

      Gross  revenues from  brokerage  services  increased to  $36,931,000  from
$25,106,000  and net revenues  increased to  $7,032,000  from  $4,685,000 in the
prior year. This increase is the direct result of the continued expansion of our
agent network and customer  base which  resulted in a 15% increase in the number
of  transactions  processed and a 28% increase in the average  dollar amount per
load.                                                                           

      Gross revenues from contract carrier services,  which we began offering in
2003,  increased to $9,561,000  from  $2,065,000  and net revenues  increased to
$1,702,000  from $391,000 in the prior year.  This increase is the direct result
of the  operation of our contract  services for a full year and expansion of our
agent network and customer base which  resulted in a 426% increase in the number
of transactions processed.                                                      

Costs and expenses                                                              

      Commissions  totaled  $5,179,000  for the year ended December 31, 2004, as
compared with $2,955,000 in the prior year, an increase of 75%. This increase is
the direct result of the  continued  expansion of our agent network and customer
base. As a percentage of net revenues,  commissions  were 59% for the year ended
December 31, 2004 as compared with 58% in the prior year.                       

      Operating  expenses  totaled  $2,519,000  for the year ended  December 31,
2004,  as compared  with  $1,466,000  in the prior year.  As a percentage of net
revenues,  operating expenses were 29% for the years ended December 31, 2004 and
2003. This is the direct result of our ability to leverage selling,  general and
administrative expenses in connection with business expansion. We have increased
administrative staff commensurate with the increase in transaction volume.      

      Interest  expense  was  $50,000  for the year ended  December  31, 2004 as
compared with $109,000 in the prior year.  This decrease is primarily the result
of borrowings pursuant to our line of credit,  secured in May 2003 at a interest
rate of  prime  +  1/2%,  and the  corresponding  repayment  in May  2003 of our
$500,000 loan at an interest rate of 17%.                                       

16

424B3
16th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 16th
Income tax                                                                      

      The income tax benefit of $480,000  for the year ended  December  31, 2004
consisted  of a  benefit  of  $873,000  resulting  from the  anticipated  future
utilization  of  an  available  federal  tax  loss  carryforward,   net  of  the
utilization  of the  deferred  tax benefit of $336,000 and state income taxes of
$57,000. The income tax benefit of $754,000 for the year ended December 31, 2003
consisted of $784,000  resulting from the anticipated  future  utilization of an
available federal tax loss  carryforward,  net of state income taxes of $30,000.
Based upon available  objective  evidence,  including our post-merger history of
profitability,  we  believe  that it is more  likely  than not  that  forecasted
taxable income will be sufficient to utilize a portion of the net operating loss
carryforward before its expiration in 2014.  Accordingly,  in 2004 the valuation
allowance was reduced by $873,000.                                              

Trends and uncertainties                                                        

      The  transportation  industry is highly competitive and highly fragmented.
In our brokerage services,  our primary competitors are other non-asset based as
well as asset based third party logistics companies,  freight brokers,  carriers
offering  logistics  services and freight  forwarders.  In our contract  carrier
services,  our competitors are other contract  carriers and common carriers.  We
also compete with customers' and shippers'  internal traffic and  transportation
departments  as  well as  carriers  internal  sales  and  marketing  departments
directly  seeking  shippers'  freight.  We anticipate  that  competition for our
services will continue to increase.  Many of our competitors have  substantially
greater capital  resources,  sales and marketing  resources and  experience.  We
cannot  assure  you  that  we  will be able  to  effectively  compete  with  our
competitors  in effecting our business  expansion  plans.  The most  significant
trend  contributing  to our  growth  during  the  past  two  years  has been the
expansion of our brokerage services agent network and contract carrier agent and
owner operator network.  Sales agents are independent  contractors and, as such,
there are no assurances  that we can either  maintain our existing agent network
or continue to expand this network.                                             

      For the year ended  December 31, 2005,  we increased  gross  revenues from
$46.5 million to $68.0 million and had net income of $3,608,000 as compared with
$1,466,000  in the prior year.  As of December 31, 2005,  we had an  accumulated
deficit of $11.1  million.  Factors that could  adversely  affect our  operating
results include:                                                                

            o     the success of Sunteck in expanding  its business  operations;
and                                         

o     changes in general economic conditions.           

      Depending on our ability to generate  revenues,  we may require additional
funds to expand our  business  operations  and for  working  capital and general
corporate  purposes.   Any  additional  equity  financing  may  be  dilutive  to
stockholders, and debt financings may involve restrictive covenants that further
limit  our  ability  to make  decisions  that  we  believe  will be in our  best
interests.  In  the  event  we  cannot  obtain  additional  financing  on  terms
acceptable  to us when  required,  our ability to expand our  operations  may be
materially adversely affected.                                                  

Liquidity and capital resources                                                 

      During the past two years,  our  sources  for cash have been the cash flow
generated from operations and available borrowings under lines of credit.       

      At  December  31,  2005,  we had  outstanding  $1,280,000  pursuant to our
$2,500,000 line of credit. The line of credit, obtained from a bank in May 2003,
is subject to the  maintenance  of certain  financial  covenants,  is secured by
accounts  receivable and other  operating  assets,  and matures in June 2006. We
believe that we have sufficient working capital to meet our short-term operating
needs and that we will be able to increase, extend or replace the line of credit
on                                                                              

17

424B3
17th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 17th
terms acceptable to us.                                                         

      At December  31, 2005,  we had liquid  assets of  approximately  $419,000.
Available cash is used to reduce borrowings on our line of credit.              

      The total  amount of debt  outstanding  at December  31, 2005 and 2004 was
$1,280,000 and $1,998,000,  respectively.  The following table presents our debt
instruments and their weighted  average  interest rates at December 31, 2005 and
2004, respectively:                                                             

              Weighted
                                         Average                    Weighted
                                Balance      Rate        Balance    Average Rate
                             ---------------------------------------------------
                            2005                      2004
                             ---------------------------------------------------

  Line of Credit         $1,280,000      6.4%      $1,998,000       5.2%

      Inflation  and changing  prices had no material  impact on our revenues or
the results of operations for the year ended December 31, 2005.                 

      In January  2004,  we sold  1,333,333  shares of our common stock for cash
proceeds  of  $417,000.  Simultaneously,  in  a  related  transaction,  our  12%
convertible debentures were converted into 2,300,000 shares of common stock. The
result of these transactions was an increase in cash of $417,000,  a decrease in
debt of $575,000 and an increase in equity of  $1,017,000.  The cash proceeds of
$417,000 were used to reduce the outstanding balance under our line of credit.  

Critical Accounting Policies                                                    

      Preparation  of our  financial  statements  requires  management  to  make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during  the  reporting  period.  Note 1 of the  Notes  to  Financial  Statements
includes a summary of the  significant  accounting  policies and methods used in
the  preparation  of  our  financial  statements.  The  most  significant  areas
involving our estimates and  assumptions  are described  below.  Actual  results
could differ  materially  from our  estimates  under  different  assumptions  or
conditions.                                                                     

Revenue Recognition                                                             

      As a  third  party  transportation  logistics  provider,  we  act  as  the
shippers' agent and arrange for a carrier to handle the freight.  Gross revenues
consist of the total dollar value of services purchased by shippers.  Revenue is
recognized   upon  the   delivery  of   freight,   at  which  time  the  related
transportation cost, including commission, is also recognized. At that time, our
obligations are completed and collection of receivables is reasonably assured.  

      Emerging  Issues  Task Force No.  99-19,  "Reporting  Revenues  Gross as a
Principal  Versus  Net as an  Agent"  (EITF  99-19),  establishes  criteria  for
recognizing  revenues on a gross or net basis. We are the primary obligor in our
transactions, have all credit risk, maintain substantially all risk and rewards,
have  discretion in selecting the supplier,  and latitude in pricing  decisions.
Accordingly, we record all transactions at the gross amount, consistent with the
provisions of EITF 99-19.                                                       

Income Taxes                                                                    

      The deferred tax asset  represents  expected future tax savings  resulting
from our net operating loss carryforward.                                       

18

424B3
18th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 18th
As  of  December  31,  2005,  we  had  a  net  operating  loss  carryforward  of
approximately $14.3 million for federal income tax purposes which expire through
2014.  Utilization  of this  benefit is  primarily  subject to the extent of our
future earnings, and may be limited by, among other things, shareholder changes,
including the possible issuance of additional shares in one or more financing or
acquisition  transactions.  We have  established  a valuation  allowance for the
portion of  possible  tax  savings  not likely to be  realized by the end of the
carryforward period.                                                            

Provision For Doubtful Accounts                                                 

      We  continuously  monitor the  creditworthiness  of our customers and have
established an allowance for amounts that may become uncollectible in the future
based on current economic trends,  our historical payment and bad debt write-off
experience, and any specific customer related collection issues.                

Recently Issued Accounting Standards                                            

      In May 2005,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting Standards (SFAS) No. 154, "Accounting Changes
and Error  Corrections"  (SFAS  154),  which  supersedes  Accounting  Principles
Bulletin (APB) Opinion No. 20,  "Accounting  Changes" and SFAS No. 3, "Reporting
Accounting  Changes in  Interim  Financial  Statements."  SFAS 154  changes  the
requirements  for the  accounting  for and  reporting  of changes in  accounting
principle.  The statement requires the retroactive application to prior periods'
financial  statements  of  changes  in  accounting  principles,   unless  it  is
impracticable  to determine either the period specific effects or the cumulative
effect of the change.  SFAS 154 does not change the guidance for  reporting  the
correction of an error in previously  issued financial  statements or the change
in an  accounting  estimate.  SFAS 154 is effective for  accounting  changes and
corrections  of errors made in fiscal years  beginning  after December 15, 2005.
The  adoption  of SFAS 154 is not  expected  to have a  material  impact  on our
consolidated financial statements.                                              

      In December  2004,  the FASB issued SFAS No. 123R,  "Share-Based  Payment"
(SFAS  123R),  which is a revision  of SFAS No. 123 and  supersedes  APB No. 25,
"Accounting  for Stock Issued to Employees."  SFAS 123R requires  employee stock
options to be valued at fair value on the date of grant,  and charged to expense
in the Company's  consolidated  financial statements over the applicable vesting
period. We will adopt the new standard using the modified  prospective method in
the first quarter of 2006.  Under this method,  compensation  cost is recognized
beginning with the effective date for all share based payments granted after the
effective  date and for all awards  granted to employees  prior to the effective
date that remain unvested. SFAS 123R also amends SFAS No. 95, "Statement of Cash
Flows",  requiring  that any excess tax benefits  received  upon the exercise of
options be reflected  as  financing  cash  inflows  rather than  operating  cash
inflows.  Adoption of SFAS 123R will not change our accounting for  non-employee
stock options.  Based on current employee stock options outstanding,  management
estimates that adoption of SFAS 123R will result in compensation expense related
to employee stock options of approximately $18,000 in 2006.                     

Off-balance Sheet Arrangements                                                  

We do not have any off-balance sheet arrangements.                  

19

424B3
19th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 19th
Contractual Obligations                                                         

      The following table summarizes our contractual  obligations as of December
31, 2005:                                                                       

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------
                                                          Payments due by period                         
   Contractual Obligations       ------------------------------------------------------------------------
                                                 Less than 1                               More than 5   
                                    Total            year        1-3 years    3-5 years        years     
---------------------------------------------------------------------------------------------------------
                                                                                                         
Operating Lease Obligations      $  303,000      $   68,000      $141,000      $94,000           --      
---------------------------------------------------------------------------------------------------------
Line of Credit                    1,280,000       1,280,000            --           --           --      
---------------------------------------------------------------------------------------------------------
Total                            $1,583,000      $1,348,000      $141,000      $94,000           --      
---------------------------------------------------------------------------------------------------------

BUSINESS                                                                        

Overview                                                                        

      Through  our  wholly-owned   subsidiary,   Sunteck   Transport  Co.,  Inc.
(Sunteck), we are a non-asset based transportation  services company,  providing
transportation   capacity  and  related  transportation   services  to  shippers
throughout the United States,  and to a lesser  extent,  Canada.  As a non-asset
based provider of brokerage and contract carrier transportation  services, we do
not own any  equipment  and our  services  are  provided  through our  strategic
alliances with less than truckload,  truckload, air, rail, ocean common carriers
and independent  owner-operators  to service our customers' needs. Our non-asset
based services include ground  transportation  coast to coast, local pick up and
delivery, air freight and ocean freight. Our business services emphasize safety,
information  coordination  and  customer  service  and are  delivered  through a
network  of  independent  commissioned  sales  agents and third  party  capacity
providers coordinated by us. The independent commissioned sales agents typically
enter into exclusive  contractual  arrangements  with us and are responsible for
locating  freight  and  coordinating  the  transportation  of the  freight  with
customers and capacity providers.  The third party capacity providers consist of
independent   contractors   who  provide   truck   capacity  to  us,   including
owner-operators  who  operate  under our  contract  carrier  license,  air cargo
carriers and railroads.  Through this network of agents and capacity  providers,
we operate a transportation  services business with revenue, net revenue and net
income  of  approximately  $68.0  million,   $13.6  million  and  $3.6  million,
respectively, during our most recently completed fiscal year.                   

      Our brokerage  services are provided though a network of independent sales
agents  throughout the United States and Canada.  Our services include arranging
for the  transport  of  customers'  freight  from the  shippers  location to the
designated  destination.  We do not  own  any  trucking  equipment  and  rely on
independent  carriers  for  the  movement  of  customers'  freight.  We  seek to
establish  long-term  relationships  with our customers and provide a variety of
logistics  services and solutions to eliminate  inefficiencies in our customers'
supply chain management.                                                        

      Our contract carrier services,  which commenced in 2003, are also provided
through a network of independent  sales agents and  independent  owner-operators
throughout  the  United  States.  We do not  own  any  trucking  equipment;  our
independent  owner-operators  lease onto our  operating  authority and transport
freight under the Sunteck name.                                                 

Strategy                                                                        

      Our  strategy  is  to  continue  to  expand  through   affiliations   with
independent sales agents and through internal expansion. We have been successful
at expanding  our  brokerage  sales agent  network and now have  representatives
throughout  the  United  States  and  Canada.  We have also been  successful  in
expanding  our contract  carriers  services.  In addition,  we have  experienced
internal  expansion as many of our existing  agents have expanded their customer
base and increased the number of transactions generated. We intend to seek, on a
selective  basis,  acquisition of businesses that have                          

20

424B3
20th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 20th
services which complement and expand our existing services,  and provide us with
strategic  distribution  locations or attractive  customer bases. Our ability to
implement  our growth  strategy will be dependent on our ability to identify and
affiliate with these agents on desirable economic terms.                        

Company background                                                              

      AutoInfo,  Inc. was  organized  under the laws of the State of New York in
1976 and reincorporated under the laws of Delaware in 1987. In December 2000, we
acquired Sunteck in a merger transaction.                                       

The industry                                                                    

      Prior to the mid  1980's,  the  trucking  industry  was  regulated  by the
Interstate Commerce Commission.  Deregulation brought new breath and life to the
industry.  This  also  brought  with  it the  problem  of how  to  navigate  the
transportation  highway.  Shippers  found it  difficult  to locate  carriers and
carriers  found that it was  expensive  to find  freight.  Enter the third party
transportation providers-intermediaries (freight brokers, freight forwarders and
logistics providers).  The third party intermediary connects the shipper and the
carrier and helps manage the flow of goods.                                     

      The present  market for freight  moved by truck is estimated by management
to exceed $200 billion per year. This is a highly fragmented  industry comprised
of common carriers, contract carriers, freight forwarders and freight brokers.  

      The actual movement of goods is  accomplished  by trucking  (consisting of
local, over the road, truckload, and less than truckload shipments), air freight
(time  sensitive  in nature),  rail  freight  (non time  sensitive in nature and
usually less expensive than truck) and ocean freight (generally in containerized
ships). Other services provided include warehousing and distribution.           

      There are several  trends which are relevant to the  continued  dependency
upon and growth of the trucking industry:                                       

o  Just in time service   With new  technology  and a premium  on cost  savings,
                          businesses are able to maintain  smaller  inventories,
                          thereby  reducing  carrying costs and warehouse  space
                          requirements.  The impact on the  freight  industry is
                          more  shipments  of smaller  quantities  that are more
               time sensitive and, therefore, more costly.

o  Outsourcing            Companies  have found it to be more cost effective and
                          efficient to eliminate  company owned truck fleets and
                          rely upon others to handle their trucking and shipping
needs.                      

o  Logistics              Small to medium size  businesses,  with less  frequent
                          shipping  requirements,  utilize  logistics  providers
                          (freight  brokers,  etc.) to manage all aspects of the
                   transportation, warehousing and delivery needs.

      The market for third party logistics providers is highly fragmented. It is
comprised  primarily  of full  service  logistics  providers,  freight  brokers,
independent sales agents and sales representatives.  Sales agents often work out
of home-based  offices or small regional sales offices and affiliate  themselves
with full  service  brokers  to  provide  back-office  services  including  load
dispatching, bonding and licensing, billing, collection and other administrative
services.  Sales  representatives  vary from  experienced  people  with years of
freight   industry   experience  and   established   client   relationships   to
telemarketing personnel cold calling shippers and dispatchers.                  

      Third party logistics companies provide numerous services to clients on an
outsourced  basis,  by  contract  and on demand.  The  continued  growth of this
industry has created secondary market opportunities to provide low-cost delivery
to the endpoint, in addition to supply chain services of warehousing,  inventory
management  and electronic  interface with                                      

21

424B3
21st Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 21st
customers and suppliers.  Third party  logistics  companies  provide  customized
domestic  and  international  freight  transportation  of  customers'  goods and
packages via truck, rail, airplane and ship, and provide warehousing and storage
of those goods.  Many  companies  utilize  information  systems and expertise to
reduce  inventories,  cut  transportation  costs,  speed  delivery  and  improve
customer service. The third-party logistics services business has been bolstered
in recent  years by the  competitiveness  of the global  economy,  which  causes
shippers to focus on reducing  handling costs,  operating with lower inventories
and  shortening  inventory  transit  times.  Using a network of  transportation,
handling and storage  providers in multiple  transportation  modes,  third-party
logistics  services  companies  seek  to  improve  their  customers'   operating
efficiency by reducing their inventory levels and related  handling costs.  Many
third-party logistics service providers are non-asset-based, primarily utilizing
physical assets owned by others in multiple transport modes.                    

      The  third-party  logistics  services  business  increasingly  relies upon
advanced information technology to link the shipper with its inventory and as an
analytical  tool to optimize  transportation  solutions.  This trend  favors the
larger, more professionally managed companies that have the resources to support
a  sophisticated  information  technology  infrastructure.  By  outsourcing  all
non-core  business  services to third  party  providers,  companies  can help to
control costs, eliminate staff and focus on internal business.                  

Operations and systems                                                          

      In our brokerage services,  we process  approximately 3,600 freight orders
per month.  Our sales agents  throughout  the United  States and Canada  receive
customers'  freight  requirements  daily.  All agents make  appropriate  carrier
arrangements for the pick-up and timely delivery of customers' freight.         

      In our contract carrier  services,  we process  approximately  850 freight
orders per month. Our sales agents in our seven regional  operating  centers and
representatives  in nine states receive  customers'  freight  requirements daily
and,  utilizing  their  respective  owner-operators,  make  appropriate  carrier
arrangements  for the pick-up  and timely  delivery of  customers'  freight.  In
addition,  utilizing various sources  including  numerous internet based freight
posting boards, our agents locate additional freight to maximize  utilization of
available  capacity  and minimize  deadhead  miles,  or miles driven  generating
little or no revenue. A typical  owner-operator will generate $2,500 per week in
revenues.                                                                       

      Our sales  agents  vary in level of  experience  from agents with years of
freight  industry  experience and  established  client  relationships  to a more
limited number of inexperienced  telemarketing and operations  personnel working
under the direct  supervision  and  training  of  experienced  sales  agents and
dispatchers.                                                                    

      We rely exclusively on independent third parties for our hauling capacity.
These third party capacity providers consist of our independent owner-operators,
unrelated  trucking  companies,  air cargo  carriers and  railroads.  Our use of
capacity  provided  by our  independent  owner-operators,  and other third party
capacity  providers,  allows us to maintain a lower level of capital investment,
resulting in lower fixed costs.                                                 

      We utilize a  state-of-the-art  proprietary  internet  based  order  entry
system.  All agents access our Web -based platform and orders are entered into a
customized traffic management system,  which enables us to monitor the status of
all orders, generate customer billing and provide detailed transactional reports
in our Florida corporate headquarters.  We use these reports to monitor customer
logistics and transportation  usage, track customer and carrier historical data,
generate  detailed  financial and accounting data and provide our customers with
details of their supply chain  activity.  We maintain dual off-site  storage and
back-up facilities to insure data integrity and safety.                         

Suppliers                                                                       

      We use the  services  of various  third  party  transportation  companies.
During  2005,  no third party  provider  handled  more than 10% of our  shipping
volume (measured by revenue).                                                   

22

424B3
22nd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 22nd
Customers                                                                       

      We strive to establish long-term customer  relationships and, by providing
a full range of  logistics  and supply chain  services,  we seek to increase our
level of business with each customer.  We service customers ranging from Fortune
100 companies to small  businesses in a variety of  industries.  During 2005, no
customer  accounted  for more than 10% of our  revenues.  We  typically  receive
credit  applications  from all customers,  review credit  references and perform
credit checks to ensure credit worthiness.                                      

      Sunteck has achieved  revenue  growth  through the addition of independent
sales agents, the opening of new operations  offices,  an increase in the number
of  customers  serviced,  and the  expansion of the  logistics  and supply chain
services we provide.                                                            

      Each operations  office markets our full range of supply chain services to
existing customers and pursues new customers within its local markets.  We build
new customer relationships by exploiting our range of logistics and supply chain
services,  the traffic  lanes we commonly  service,  carrier  relationships  and
capabilities,  our industry  specific  expertise and our sales agents individual
knowledge and experience.                                                       

      Our growth model is focused on adding  sales agents in strategic  markets.
As this agent  network is further  established  and  expanded,  we believe  that
significant other  opportunities will emerge.  Larger sales agents offices often
have their own  equipment  (truck  space),  which  presents the  opportunity  to
maximize  available  freight and load capacity thereby  increasing gross margins
above historical  levels. In addition,  sales  representatives  will be added to
regional operating office sales agent locations to increase market  penetration.
Since  representatives  work on a commission basis,  this expansion  essentially
comes at no additional overhead outlay.                                         

      Significant opportunities for expansion and growth also includes strategic
alliances with other service freight broker groups. This strategy will enable us
to  achieve  strong  regional  penetration  into new  geographical  markets  and
increase back office capabilities to service the agent network.                 

Competition                                                                     

      The  transportation  industry is highly competitive and highly fragmented.
In our brokerage services,  our primary competitors are other non-asset based as
well as asset based third party logistics companies,  freight brokers,  carriers
offering  logistics  services and freight  forwarders.  In our contract  carrier
services,  our competitors are other contract  carriers and common carriers.  We
also compete with customers' and shippers'  internal traffic and  transportation
departments  as  well as  carriers  internal  sales  and  marketing  departments
directly seeking shippers'  freight.  We generally compete on the basis of price
and the range of logistics and supply chain services offered.                   

Government regulation                                                           

      Our  industry  has  long  been  subject  to  government   legislation  and
regulation.  Over the years,  many  changes in these laws and  regulations  have
affected the industry and caused changes in the operating practices and the cost
of providing  transportation  services.  We cannot predict what effect,  if any,
legislative and regulatory changes may have on the industry in the future.      

      We are licensed by the United States Department of Transportation (DOT) as
a broker arranging the movement of materials by motor carrier. In this capacity,
we are required to meet certain qualifications to enable us to conduct business,
which includes the compliance with certain surety bond requirements. We are also
licensed by the DOT as a contract carrier arranging the movement of materials by
motor carrier. In this capacity, we are required to meet certain  qualifications

23

424B3
23rd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 23rd
to enable us to conduct  business,  which includes the maintenance of $1,000,000
of general liability insurance and $100,000 of cargo insurance.                 

      If we fail to comply with, or lose,  any required  licenses,  governmental
regulators  could assess penalties or issue a cease and desist order against our
operations that are not in compliance.                                          

Risk and liability                                                              

      In our brokerage  services,  we do not assume liability for loss or damage
to freight;  we act as the  shipper's  agent and arrange for a carrier to handle
the freight.  Therefore, we do not take possession of the shipper's freight and,
accordingly,  we are not  liable  for the  carrier's  negligence  or  failure to
perform.  We do assist our  customers in the  processing  and  collection of any
claim. The Federal Highway Administration  requires us to maintain a surety bond
of $10,000,  which is intended to show our financial  responsibility and provide
surety for the arrangements with shippers and carriers. In addition, we maintain
$100,000 of contingent cargo liability insurance.                               

      In our  contract  carrier  services  business,  we are  liable for loss or
damage to our customers' freight. We maintain cargo liability insurance coverage
with a policy  limit of  $100,000  per  occurrence.  We have  not  incurred  any
material losses to date. Any such losses in excess of insurance  limits would be
accounted for as incurred for financial reporting purposes.                     

Employees                                                                       

      As of March 3, 2006, we had 35 full-time employees.  None of our employees
are represented by a labor union and we believe that our  relationship  with our
employees is good.                                                              

Available Information                                                           

      Our Web site address is www.suntecktransport.com. We are not including the
information  contained  on our Web  site  as part  of,  or  incorporating  it by
reference  into, this  prospectus.  We make available free of charge through our
Web site our annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K,  Forms 3, 4 and 5, and all  amendments  to those reports as
soon as reasonably  practicable after such material is electronically filed with
or furnished to the Securities and Exchange Commission (SEC).                   

      In connection with the shares offered by this prospectus,  we have filed a
registration  statement on Form S-1 under the  Securities Act with the SEC. This
prospectus,  filed as part of that registration statement,  does not contain all
of the information  included in the registration  statement and the accompanying
exhibits and schedules.  For further  information with respect to our shares and
us you should refer to the registration  statement and the accompanying exhibits
and schedules. With respect to statements contained in this prospectus regarding
the contents of any contract or any other document, you should refer to the copy
of the  contract  or other  document  filed as an  exhibit  to the  registration
statement, each statement being qualified in all respects by the actual contents
of the contract or other document referred to.                                  

      The public may read and copy any materials we file with the SEC, including
a copy of the registration statement and the accompanying exhibits, at the SEC's
Public  Reference Room at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549. The
public may obtain  information on the operation of the Public  Reference Room by
calling the SEC at  1-800-SEC-0330.  The SEC  maintains  an  Internet  site that
contains  reports,  proxy and  information  statements,  and  other  information
regarding issuers such as us that file electronically with the SEC. The Web site
address is www.sec.gov.                                                         

Properties                                                                      

      We  lease  approximately  5,300  square  feet of space  for our  executive
offices and the  headquarters  of Sunteck at                                    

24

424B3
24th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 24th
6413 Congress Avenue,  Boca Raton,  Florida.  This lease runs through April 2010
and  provides for  aggregate  rent  payments of $57,000 for the thirteen  months
ending February 2006, $61,000 for the thirteen months ending March 2007, $65,000
for the thirteen  months ending April 2008,  $68,000 for the twelve months ended
April 2009 and $71,000 for the twelve  months  ended April 2010.  We lease 1,100
square  feet for our  operating  office  at 315 Main  Street,  Pineville,  North
Carolina. The lease runs through February 2008 and provides for an annual rental
of $13,000.                                                                     

Legal proceedings                                                               

We are not a party to any material legal proceedings.               

25

424B3
25th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 25th
MANAGEMENT

Executive officers and directors                                                

      The  following  table  sets  forth the names,  ages and  positions  of our
directors, executive officers and key employees:                                

                                                                [Download Table]

Name                 Age  Position                                       
----                 ---  --------                                       
                                                                         
Peter C. Einselen    66   Director                                       
Thomas C. Robertson  60   Director                                       
Harry Wachtel        47   President, chief executive officer and director
Mark Weiss           46   National account executive and director        
William Wunderlich   58   Chief financial officer                        

      PETER C. EINSELEN has been a director since January 1999. Mr. Einselen has
been an account  executive  since 1990 and served as senior vice  president from
1990 to 2001 of Anderson & Strudwick,  a brokerage  firm. From 1983 to 1990, Mr.
Einselen was employed by Scott and Stringfellow, Incorporated, a brokerage firm.

      THOMAS C. ROBERTSON has been a director since January 1999. Mr.  Robertson
has been senior vice president  since 2004 and was president and chief financial
officer  from  1988 to 2004  and a  director  from  1988 to 2005 of  Anderson  &
Strudwick,  a brokerage  firm.  Mr.  Robertson  has been  president of Gardner &
Robertson, a money management firm, since 1997.                                 

      HARRY WACHTEL joined us in conjunction with the acquisition of Sunteck and
has been a  director,  and our  president  and  chief  executive  officer  since
December 7, 2000.  Since 1997,  he has been  president of Sunteck.  From 1992 to
1997, he served as vice  president of sales and marketing for Pioneer  Services,
Inc., a third party, non-asset based transportation logistics provider.         

      MARK WEISS joined us in  conjunction  with the  acquisition of Sunteck and
has been a director since December 7, 2000.  Since 1997, he has been employed by
Sunteck  as a  national  account  executive.  From  1994 to 1997 he  served as a
national account executive for Pioneer Services,  Inc., a third party, non-asset
based transportation  logistics provider. Mr. Weiss is the brother-in-law of Mr.
Wunderlich, our executive vice president and chief financial officer.           

      WILLIAM  WUNDERLICH  joined us in  October  1992 as our vice  president  -
finance,  became chief financial  officer in January 1993,  president in January
1999 and, in conjunction with the acquisition of Sunteck,  became executive vice
president in December  2000.  From 1990 to 1992, he served as vice  president of
Goldstein  Affiliates,  Inc., a public adjusting company.  From 1981 to 1990, he
served as executive vice president,  chief  financial  officer and a director of
Novo  Corporation,  a manufacturer  of consumer  products.  Mr.  Wunderlich is a
Certified Public  Accountant with a B.A. degree in Accounting and Economics from
the City  University  of New  York at  Queens  College.  Mr.  Wunderlich  is the
brother-in-law of Mr. Weiss, one of our directors.                              

Director Compensation                                                           

      We do not pay any directors' fees.  Directors are reimbursed for the costs
relating to  attending  board and  committee  meetings.  During  2005,  Peter C.
Einselen and Thomas C. Robertson, our non-employee directors,  each were granted
options to purchase  100,000  shares of our common stock at prices  ranging from
$0.46 to $0.65 per share, 110% of the fair market value on the date of grant.   

26

424B3
26th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 26th
Committees of the Board of Directors                                            

      Our  board  of  directors  has  an  audit  committee  and  a  compensation
committee.  The audit  committee  reviews the scope and results of the audit and
other  services  provided  by  our  independent  accountants  and  our  internal
controls.  The  compensation  committee  is  responsible  for  the  approval  of
compensation  arrangements  for our officers and the review of our  compensation
plans and  policies.  Each  committee  is  comprised  of  Messrs.  Einselen  and
Robertson, our non-employee independent outside directors.                      

Audit Committee Matters                                                         

      Under its charter, the audit committee must pre-approve all engagements of
our independent  auditor unless an exception to such  pre-approval  exists under
the Securities  Exchange Act of 1934 or the rules of the Securities and Exchange
Commission  (SEC). Each year, the independent  auditor's  retention to audit our
financial statements, including the associated fee, is approved by the committee
before the filing of the  preceding  year's  annual  report on Form 10-K. At the
beginning of the fiscal year,  the audit  committee  will  evaluate  other known
potential  engagements of the  independent  auditor,  including the scope of the
work proposed to be performed and the proposed  fees, and approve or reject each
service,  taking  into  account  whether  the  services  are  permissible  under
applicable  law  and  the  possible  impact  of each  non-audit  service  on the
independent auditor's independence from management. At each subsequent committee
meeting, the committee will receive updates on the services actually provided by
the  independent  auditor,  and management may present  additional  services for
approval.  Typically,  these  would be  services  such as due  diligence  for an
acquisition that would not have been known at the beginning of the year         

      Since the May 6, 2003  effective  date of the SEC  rules  stating  that an
auditor is not independent of an audit client if the services it provides to the
client are not appropriately approved, each new engagement of Dworken,  Hillman,
LaMorte & Sterczala,  P.C. was approved in advance by the audit  committee,  and
none of those  engagements made use of the de minimus  exception to pre-approval
contained in the SEC's rules.                                                   

      Our board has  determined  that the chairman of the audit  committee,  Mr.
Robertson,  is an "audit committee financial expert," as that term is defined in
Item 401(h) of  Regulation  S-K, and  "independent"  for purposes of current and
recently-adopted   Nasdaq  listing   standards  and  Section  10A(m)(3)  of  the
Securities Exchange Act of 1934.                                                

Compensation Committee Interlocks and Insider Participation                     

      During 2005, the compensation committee consisted of Messrs.  Einselen and
Robertson,  both of whom are non-employee directors. In December 2000, we issued
10-year 12%  subordinated  convertible  debentures  in the  aggregate  principal
amount of $50,000 to Messrs.  Einselen and  Robertson.  In January  2004,  these
debentures  were acquired by  Kinderhook  Partners,  LP, in a private  placement
transaction  from the holders and were  subsequently  converted in shares of our
common stock. To our knowledge,  no member of the  Compensation  Committee has a
relationship  that would constitute an interlocking  relationship with executive
officers or directors of another entity.                                        

27

424B3
27th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 27th
REPORT OF COMPENSATION COMMITTEE

To the Board of Directors:                                                      

Compensation policies applicable to executive officers                          

      The purpose of the Company's executive compensation program is to attract,
retain and motivate  qualified  executives to manage the business of the Company
so as to maximize profits and shareholder value.  Executive  compensation in the
aggregate is made up principally of the executive's  annual base salary, a bonus
based upon operating earnings, a discretionary bonus which may be awarded by the
Company's  Compensation  Committee  and awards of Company stock or stock options
under the Company's  Stock Option Plans.  The Company's  Compensation  Committee
annually  considers  and makes  recommendations  to the Board of Directors as to
executive  compensation  including changes in base salary, bonuses and awards of
Company stock or stock options.                                                 

      Consistent  with the  above-noted  purpose of the  executive  compensation
program,  it is the policy of the  Compensation  Committee,  in recommending the
aggregate annual  compensation of executive officers of the Company, to consider
the  overall  performance  of the Company and the  individual  contribution  and
performance of the executive.  The performance of the Company is the significant
factor.  While  shareholders' total return is important and is considered by the
Compensation Committee, it is subject to the vagaries of the public market place
and the Company's compensation program focuses on the Company's strategic plans,
corporate performance  measures,  and specific corporate goals which should lead
to a  favorable  stock  price.  The  corporate  performance  measure  which  the
Compensation Committee considers include sales,  earnings,  return on equity and
comparisons of sales and earnings with prior years and with budgets.            

      The Compensation Committee does not rely on any fixed formulae or specific
numerical  criteria in  determining an executive's  aggregate  compensation.  It
considers  both  corporate  and  personal  performance   criteria,   competitive
compensation  levels, the economic environment and changes in the cost of living
as well as the  recommendations of management.  The Compensation  Committee then
exercises  business  judgment based on all of these criteria and the purposes of
the executive compensation program.                                             

Compensation of the chief executive officer                                     

      Mr.  Wachtel's  base salary of $205,000 and bonus of $125,000 for 2005 was
based principally on his rights under his employment agreement with the Company.

      Mr.  Wunderlich's  base salary of $100,000  and bonus of $125,000 for 2005
was based  principally  on his rights under his  employment  agreement  with the
Company.                                                                        

      Section  162(m)  of  the  Internal   Revenue  Code  of  1996,  as  amended
(the"Code"),  generally  disallows  a tax  deduction  to  public  companies  for
compensation  over $1 million paid to the Company's chief executive  officer and
four other most highly compensated  executive officers,  unless the compensation
is considered  performance based. The compensation disclosed in this report does
not exceed the $1 million  limit,  and executive  compensation  for 2006 is also
expected  to  qualify  for  deductibility.  The  Company  currently  intends  to
structure the performance-based  portion of its executive officers' compensation
to achieve maximum  deductibility  under Section 162(m) of the code with minimal
sacrifices in flexibility and corporate objective.                              

Respectfully submitted,                     

AutoInfo, Inc. Compensation Committee       
(Thomas Robertson and Peter Einselin)       

28

424B3
28th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 28th
 COMPANY PERFORMANCE
AND COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN AMONG AUTOINFO, INC.,
 THE NASDAQ COMPOSITE INDEX,
AND THE DOW JONES TRANSPORTATION INDEX

            The following graph shows a five year comparison of cumulative total
returns for AutoInfo,  the NASDAQ Composite Index, and the Nasdaq Transportation
Index.                                                                          

[THE DATA BELOW REPRESENTS A LINE CHART IN THE PRINTED REPORT]

               DOW JONES
         NASDAQ COMPOSITE INDEX     TRANSPORTATION INDEX      AUTOINFO, INC.

2000*               1.00                      1.00                   1.00       
2001                0.79                      0.73                   4.00       
2002                0.54                      0.78                   6.33       
2003                0.81                      1.02                   9.67       
2004                0.88                      1.29                  20.33       
2005                0.89                      1.42                  19.33       

EXECUTIVE COMPENSATION

Summary compensation.                                                           

      The following table sets forth certain information concerning compensation
paid for services in all  capacities  awarded to, earned by or paid to our chief
executive  officer  and the other most  highly  compensated  executive  officers
during  2005,  2004 and 2003  whose  aggregate  compensation  exceeded  $100,000
("Named Executive Officers").                                                   

29

424B3
29th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 29th
                                                        [Enlarge/Download Table]

                                                                                All other   
Name and principal position                          Salary         Bonus     compensation  
------------------------------------------------  -------------  ----------  ---------------
                                                                                            
Harry Wachtel                                                                               
President and chief executive officer                                                       
    2005........................................     $205,000      $125,000          --     
    2004........................................     $205,000      $125,000          --     
    2003........................................     $175,000      $ 51,531          --     

William Wunderlich                                                                          
Executive vice president and chief financial                                                
    officer                                                                                 
    2005........................................     $100,000      $125,000          --     
    2004........................................     $100,000      $125,000          --     
    2003........................................      $93,750      $ 55,281          --     

Mark Weiss                                                                                  
National account executive                                                                  
    2005........................................     $122,703            --          --     
    2004........................................     $107,503            --          --     
    2003........................................     $118,592            --          --     

Option grants during the year ended December 31, 2005, 2004 and 2003            

      Our  compensation  committee  did  not  grant  any  options  to the  Named
Executive Officers during the years ended December 31, 2005, 2004 and 2003.     

      Option exercises and year-end option values.  The following table provides
information  with respect to options  exercised by the Named Executive  Officers
during 2005 and the number and value of  unexercised  options  held by the Named
Executive Officers as of December 31, 2005.                                     

 Aggregated Option Exercise in Last Fiscal Year and Year-End Option Values

                                                        [Enlarge/Download Table]

                                                          Number of Shares Underlying   Value of Unexercised In-the-
                                                         Unexercised Options at Fiscal     Money Options At Fiscal  
                                                                  Year-End                        Year-End (2)      
                    Shares Acquired                      ----------------------------    ---------------------------
Name                  on Exercise    Value Realized (1)  Exercisable    Unexercisable    Exercisable   Unexercisable
----                  -----------    ------------------  -----------    -------------    -----------   -------------
                                                                                                                    
Harry Wachtel                --                  --             --            --                --          --      
Mark Weiss                   --                  --             --            --                --          --      
William Wunderlich       40,000             $17,000        770,000            --          $370,000          --      

----------                                                                      
(1)   For the purposes of this  calculation,  value is based upon the difference
      between the  exercise  price of the options and the stock price at date of
exercise.                                                           

(2)   For the purposes of this  calculation,  value is based upon the difference
      between the exercise price of the  exercisable and  unexercisable  options
and the stock price at December 31, 2005 of $0.58 per share.        

30

424B3
30th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 30th
Equity Compensation Plan Information
Year Ended December 31, 2005

                                                        [Enlarge/Download Table]

                                                                                        Number of securities    
                                                                                       remaining available for  
                                        Number of securities     Weighted-average       future issuance under   
                                         to be issued upon       exercise price of       equity compensation    
                                            exercise of             outstanding           plans (excluding      
                                        outstanding options,     options, warrants     securities reflected in  
           Plan Category                warrants and rights         and rights               column (a))        
-------------------------------------  -----------------------  --------------------  --------------------------
                                                (a)                      (b)                     (c)            
                                                                                                                
Equity compensation plans                                                                                       
   approved by security holders                                                                                 
   (1985, 1986, 1989, 1992,                                                                                     
   1997, 1999, 2003 and 2005                                                                                    
   Stock Option Plans) (1).......            7,081,000                 $0.37                   958,000          
                                       =======================  ====================  ==========================

Total                                        7,081,000                 $0.37                   958,000          
                                       =======================  ====================  ==========================

(1)   We do not have any equity  compensation plans which have not been approved
by security holders.                                                

Employment Agreements                                                           

      We  have  employment  agreements  with  Messrs.   Wachtel  and  Wunderlich
providing  for  their  employment,  as our  chief  executive  officer  and chief
financial  officer,  respectively,  for terms  expiring  on December  31,  2008,
subject to automatic  one-year renewals unless either party gives written notice
ninety  days prior to the end of the then  current  term of the  agreement.  The
agreements   provide  for  annual  base   salaries  of  $250,000  and  $175,000,
respectively,  and for participation in all executive benefit plans. Each of Mr.
Wachtel's  and Mr.  Wunderlich's  agreements  provide  that  they  will  each be
entitled to a bonus equal to 10% of our consolidated  pre-tax profit (as defined
in  their  respective  employment  agreements)  up to  $1,250,000  and 5% of our
consolidated  pre-tax profit in excess of  $1,250,000.  Further,  Mr.  Wachtel's
agreement  provides,  among other  things,  that,  if  employment  is terminated
without cause (as defined  therein) or if he terminates  his employment for good
reason (as defined  therein) or within six months  after a change of control (as
defined  therein),  we will pay him an  amount  equal to his then  current  base
salary plus the average  incentive  compensation due to him during the remaining
term of the agreement.                                                          

Limitation of directors' liability and indemnification                          

      Our  certificate  of  incorporation  limits the  liability  of  individual
directors for specified  breaches of their  fiduciary  duty.  The effect of this
provision  is to eliminate  the  liability  of  directors  for monetary  damages
arising out of their failure, through negligent or grossly negligent conduct, to
satisfy their duty of care,  which requires them to exercise  informed  business
judgment.  The liability of directors  under the federal  securities laws is not
affected.  A director may be liable for monetary  damages only if a claimant can
show  receipt  of  financial  benefit  to which the  director  is not  entitled,
intentional  infliction  of harm on us or on our  shareholders,  a violation  of
section 174 of the  Delaware  General  Corporation  Law (dealing  with  unlawful
distributions to shareholders effected by vote of directors), and any amended or
successor provision thereto, or an intentional violation of criminal law.       

      Our certificate of incorporation also provides that we will indemnify each
of our directors or officers,  and their heirs,  administrators,  successors and
assigns  against any and all expenses,  including  amounts paid upon  judgments,
counsel fees, and amounts paid or to be paid in settlement  before or after suit
is commenced,  actually and  necessarily  incurred by such persons in connection
with the defense or  settlement of any claim,  action,  suit or  proceeding,  in
which they,  or any of them are made parties,  or which may be asserted  against
them or any of them by reason of being, or having been, directors               

31

424B3
31st Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 31st
or officers of the corporation, except in relation to such matters in which such
director or officer  shall be adjudged  to be liable for his own  negligence  or
misconduct in the performance of his duty.                                      

      There  is no  pending  litigation  or  proceeding  involving  any  of  our
directors,  officers,  employees or agents in which we are required or permitted
to provide indemnification,  except as set forth under Certain Relationships and
Related Party Transactions.  We are also not aware of any threatened  litigation
or proceeding that may result in a claim for such indemnification.              

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to  directors,  officers or  controlling  persons under our
certificate of incorporation,  we have been informed that, in the opinion of the
SEC, indemnification is against public policy as expressed in the Securities Act
and is unenforceable.                                                           

Code of ethics                                                                  

      We have adopted a code of ethics that applies to our  principal  executive
officer,  principal  financial  officer  and other  persons  performing  similar
functions.   This   code   of   ethics   is   posted   on  our   Web   site   at
www.suntecktransport.com.                                                       

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In December  2000,  we obtained  financing  totaling  $575,000,  including
$363,000 from certain related parties,  in the form of ten year 12% subordinated
convertible debentures. The financing was provided in part by Harry Wachtel, our
president and chief executive officer ($200,000),  William Wunderlich, our chief
financial officer ($25,000),  two of our outside  independent  directors,  Peter
Einselen  ($25,000)  and  Thomas  Robertson  ($25,000),   and  James  Martin,  a
significant stockholder ($88,000). Interest of $4,000 and $69,000 was charged to
operations in 2004 and 2003,  respectively.  In January 2004,  these  debentures
were acquired by Kinderhook Partners, LP in a private placement transaction from
the holders and were subsequently  converted into 2,300,000 shares of our common
stock.                                                                          

32

424B3
32nd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 32nd
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following  table  sets forth  information  regarding  the  beneficial
ownership of our common shares as of the date of this prospectus by:            

      o     each person, or group of affiliated  persons,  known by us to be the
          beneficial owner of more than 5% of our outstanding common shares;

o     each of our directors;                                        

      o     each  executive  officer  named in the  summary  compensation  table
above; and                                              

o     all of our directors and executive officers as a group.       

      We determined beneficial ownership in accordance with rules promulgated by
the Securities and Exchange  Commission,  and the information is not necessarily
indicative of beneficial  ownership for any other  purpose.  Except as otherwise
indicated,  we believe that the persons or entities named in the following table
have sole voting and investment power with respect to all shares of common stock
as  beneficially  owned  by them,  subject  to  community  property  laws  where
applicable.                                                                     

                                                                [Download Table]

                Name of                  Shares of Common Stock   Percentage 
          Beneficial Owner (1)             Beneficially Owned    Of Ownership
          --------------------             ------------------    ------------
                                                                             
(i) Directors and Executive                                                  
Officers                                                                     
Harry Wachtel                                 6,510,000 (2)            20.5% 
Thomas C. Robertson                             380,000 (3)             1.2% 
Peter C. Einselen                               510,000 (3)             1.6% 
Mark Weiss                                      900,000 (5)             2.8% 
William I. Wunderlich                         1,322,000 (4)(6)          4.1% 
All executive officers and directors as                                      
a group (5 persons)                           8,315,000 (7)            25.1% 

(ii) 5% Stockholders                                                         
James T. Martin                               6,270,000                19.7% 
Kinderhook Partners, LP                       6,125,812                19.3% 

----------                                                                      
(1)   Unless otherwise  indicated below,  each director,  executive  officer and
      each 5% stockholder  has sole voting and investment  power with respect to
      all shares beneficially owned. The address for Mr. Wachtel,  Mr. Weiss and
      Mr.  Wunderlich is c/o AutoInfo,  Inc., 6413 Congress  Avenue,  Suite 260,
      Boca Raton,  FL 33487.  The address  for Mr.  Martin is c/o Bermuda  Trust
      Company, Compass Point Road, 9 Bermudian Road, Hamilton HM11, Bermuda. The
      address for Kinderhook  Partners,  LP is One Executive  Drive,  Suite 160,
Fort Lee, NJ 07024.                                                 

(2)   Includes  1,307,000  shares  with  respect to which Mr.  Wachtel  has been
granted voting rights pursuant to voting proxy agreements.          

(3)   Includes 280,000 shares issuable upon the exercise of stock options.      

(4)   Includes 280,000 shares issuable upon the exercise of stock options.      

(5)   Includes 900,000 with respect to which Mr. Weiss has granted voting rights
      to Mr.  Wachtel  pursuant to a voting proxy  agreement.  Mr. Weiss retains
full control over the disposition of these shares.                  

(6)   Includes  407,000 with respect to which Mr.  Wunderlich has granted voting
      rights to Mr. Wachtel pursuant to a voting proxy agreement. Mr. Wunderlich
retains full control over the disposition of these shares.          

(7)   Assumes  that all  currently  exercisable  options  or  warrants  owned by
members of this group have been exercised.                          

33

424B3
33rd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 33rd
 DESCRIPTION OF SECURITIES

      Our authorized  capital stock consists of  110,000,000  shares,  including
100,000,000  shares of common stock,  par value $0.001 per share, and 10,000,000
shares of preferred stock, par value $0.01 per share. Our board of directors may
designate the rights and  preferences of the preferred  stock.  Preferred  stock
could be used,  under certain  circumstances,  as a way to discourage,  delay or
prevent a takeover of the company.  See "Anti-Takeover  Provisions." As of March
27, 2006,  there were issued and outstanding  31,798,856  shares of common stock
and no shares of preferred stock.                                               

      The  authorized  but  unissued  shares of common stock are  available  for
future issuance without  stockholder  approval.  These additional  shares may be
utilized for a variety of corporate purposes,  including future public offerings
to raise additional capital,  corporate acquisitions and employee benefit plans.
The  existence  of  authorized  but  unissued  common  stock  could  render more
difficult or discourage  an attempt to obtain  control of us by means of a proxy
contest, tender offer, merger or otherwise.                                     

      The  Delaware  General   Corporation  Law  provides   generally  that  the
affirmative  vote of a majority of the shares  entitled to vote on any matter is
required to amend a corporation's certificate of incorporation or bylaws, unless
the  corporation's  certificate of incorporation or bylaws,  as the case may be,
requires a greater percentage.  Our certificate of incorporation does not impose
any supermajority vote requirements.                                            

Common stock                                                                    

      Under our  Restated  Certificate  of  Incorporation,  shares of our common
stock are identical in all respects,  and each share  entitles the holder to the
same rights and privileges as are enjoyed by other holders and is subject to the
same qualifications, limitations and restrictions as apply to other shares.     

      Holders of our common  stock are  entitled to one vote for each share held
of record on all matters  submitted  to a vote of  stockholders.  Holders of our
common stock do not have cumulative voting rights.  Accordingly,  subject to any
voting rights of holders of any preferred stock that may be issued, holders of a
plurality of our common stock  present at a meeting at which a quorum is present
are able to elect all of the directors eligible for election.  The presence of a
majority of the voting power of our  outstanding  capital  stock  constitutes  a
quorum.                                                                         

      The  holders of our common  stock are  entitled to  dividends  when and if
declared by our board of directors from legally  available funds. The holders of
our common  stock are also  entitled  to share pro rata in any  distribution  to
stockholders upon our liquidation or dissolution.                               

None of the shares of our common stock:                             

o     have preemptive rights;                                       

o     are redeemable;                                               

o     are subject to assessments or further calls;                  

o     have conversion rights; or                                    

o     have sinking fund provisions.                                 

34

424B3
34th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 34th
Preferred stock                                                                 

      We are currently  authorized to issue 10,000,000 shares of preferred stock
in one or more series. No series has been designated. Our board of directors may
determine the terms of the preferred  stock at the time of its issuance  without
action by our  stockholders.  The terms of any issuance of  preferred  stock may
include:                                                                        

      o     voting rights, including the right to vote as a series on particular
      matters, which could be superior to those of our common stock;

      o     preferences over our common stock as to dividends and  distributions
in liquidation;                                         

      o     conversion  and  redemption  rights,  including the right to convert
into shares of our common stock; and                    

o     sinking fund provisions.                                      

Outstanding options and warrants                                                

      At March 7, 2006, we had  outstanding  7,153,516  stock options granted to
employees and consultants. These options have exercise prices ranging from $0.05
to $0.65 per  share,  with an average  weighted  exercise  price of $ 0.39,  and
expire between May 2007 and November  2013. Of the options  outstanding at March
7, 2006, 3,077,831 are vested and currently exercisable.                        

Registration rights                                                             

      Other than the  registration  rights with respect to the shares offered by
this  Prospectus,  we do not have any  contractual  obligations  to register any
shares of our common stock.                                                     

Voting rights                                                                   

      In June 2001, each of William Wunderlich,  our chief financial officer and
Mark Weiss,  a  director,  granted to Harry  Wachtel,  our  president  and chief
executive  officer,   an  irrevocable  proxy  to  vote  750,000  and  1,000,000,
respectively,  of shares of our common stock they then owned. These proxies were
granted in  conjunction  with the purchase by the holders of the subject  shares
from Mr. Wachtel in a private placement  transaction.  As of March 27, 2006, the
irrevocable   proxies  with  respect  to  442,658  of  these  shares  have  been
terminated,  leaving Mr. Wachtel with irrevocable proxies covering the remaining
1,307,342 shares.                                                               

Transfer agent                                                                  

      The transfer  agent and registrar  for our common stock is American  Stock
Transfer and Trust Company, located in New York, New York.                      

35

424B3
35th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 35th
SELLING STOCKHOLDERS

      Kinderhook Partners,  LP (Kinderhook)  acquired the shares of common stock
offered hereby in four transactions. In January 2004, 1,333,333 shares of common
stock were acquired  from us, in a private  placement  transaction,  for a total
consideration of $442,000, or approximately $0.33 per share. Simultaneously with
this purchase,  Kinderhook  acquired all of our then outstanding 12% Convertible
Debentures  ($575,000  principal  amount)  in a  private  transaction  with  the
existing  debenture  holders and  immediately  converted  these  debentures into
2,300,000  shares of common  stock.  Subsequently,  in November 2004 and January
2006, Kinderhook acquired 727,500 and 966,576 shares of common stock from two of
our  affiliates,  Mr.  Wachtel  and  Mr.  Wunderlich,  in  a  private  placement
transaction,  for $0.34 and $0.54 per share,  respectively.  Similarly, Mr. Shah
acquired 22,500 and 33,424 shares of common stock, all offered hereby,  from Mr.
Wachtel and Mr. Wunderlich,  respectively, in the November 2004 and January 2006
transactions on the same terms and conditions.  In connection with each of these
transactions,  we  undertook  to file  and  process  to  effectiveness  a resale
prospectus covering the shares acquired.                                        

      The  following  table  sets  forth  certain  information  known to us with
respect to the beneficial ownership of our common stock as of March 24, 2006, by
each selling stockholder.  The number of shares in the column labeled "Number of
Shares Being Offered" represent all of the shares that each selling  stockholder
may offer under this prospectus. The table assumes that the selling stockholders
will sell all of the  shares  offered  under this  prospectus.  We are unable to
determine  the exact number of shares that actually will be sold. We do not know
how long the selling stockholder will hold the shares before selling them and we
currently have no agreements,  arrangements or  understandings  with the selling
stockholders  regarding  the sale of any of the shares other than our  agreement
with the selling  stockholder to maintain the effectiveness of this registration
statement for up to two years. Each of the selling stockholders may be deemed to
be an  "underwriter"  within  the  meaning  of the  Securities  Act of  1933  in
connection with its sale of our shares under this prospectus.                   

                                                        [Enlarge/Download Table]

                                 Number of                                    Number of                   
                                 shares Owned                  Number of      Shares Owned                
Name and Address of              Before the      Percentage    Shares         After the        Percentage 
Beneficial Owner (1)             Offering        of Class      Offered        Offering         of Class   
-------------------------------  --------------  ------------  -------------  ---------------  -----------
                                                                                                          
Kinderhook Partners, LP(2)...        6,125,812      19.3%         5,327,409      798,403          2.5%    
Vinoray R. Shah                         55,924        (3)            55,924            0           (3)    

----------                                                                      
(1)   The address of Kinderhook Partners,  LP is One Executive Drive, Suite 160,
      Fort Lee,  NJ 07024.  The  address of Vinoray R. Shah is 50 Hilltop  Road,
      Longmeadow,  MA 01106. None of the selling stockholders  currently own any
      options,  warrants or other derivative securities  convertible into shares
of our common stock.                                                

(2)   The General  Partner of Kinderhook  Partners,  LP is  Kinderhook  GP, LLC.
      Stephen  J.  Clearman  is the  managing  member  of  Kinderhook  GP,  LLC.
      Kinderhook  GP,  LLC and  Stephen J.  Clearman  each  disclaim  beneficial
      ownership of the shares except to the extent of their  pecuniary  interest
therein.                                                            

(3)   Less than 1%.                                                             

PLAN OF DISTRIBUTION

      We are registering shares of our common stock under the Securities Act for
sale  by  the  selling  stockholder.  As  used  in  this  prospectus,   "selling
stockholders" includes the pledgees, donees, transferees or others who may later
hold the selling  stockholder's  interests.  We have agreed to pay the costs and
fees of registering the shares,  including the  preparation of the  registration
statement that includes this prospectus,  but the selling  stockholders will pay
any brokerage  commissions,  discounts or other expenses relating to the sale of
the shares, including attorneys' fees.                                          

36

424B3
36th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 36th
      The  selling  stockholders  may sell the  shares  in the  over-the-counter
market or otherwise,  at market prices prevailing at the time of sale, at prices
related to the prevailing market prices,  or at negotiated  prices. In addition,
the selling stockholder may sell some or all of their shares through:           

      o     a block trade in which a  broker-dealer  may resell a portion of the
    block, as principal, in order to facilitate the transaction;

      o     purchases  by a  broker-dealer,  as  principal,  and  resale  by the
broker-dealer for its account; or                       

      o     ordinary  brokerage  transactions and transactions in which a broker
solicits purchasers.                                    

      When selling the shares,  the selling  stockholders may enter into hedging
transactions. For example, the selling stockholder may:                         

      o     enter  into  transactions  involving  short  sales of the  shares by
broker-dealers;                                         

      o     sell shares short  themselves and redeliver such shares to close out
their short positions;                                  

      o     enter into option or other types of  transactions  that  require the
            selling  stockholder to deliver shares to a broker-dealer,  who will
    then resell or transfer the shares under this prospectus; or

      o     loan or  pledge  the  shares  to a  broker-dealer,  who may sell the
           loaned shares or, in the event of default, sell the pledged shares.

      The selling stockholders may negotiate and pay broker-dealers commissions,
discounts  or  concessions  for their  services.  Broker-dealers  engaged by the
selling  stockholder may allow other  broker-dealers  to participate in resales.
However,  the selling  stockholders may, and any broker-dealers  involved in the
sale or resale of the shares will, qualify as "underwriters"  within the meaning
of Section  2(a)(11) of the  Securities  Act. In addition,  the  broker-dealers'
commissions,  discounts or concession may qualify as underwriters'  compensation
under  the   Securities   Act.  If  a  selling   stockholder   qualifies  as  an
"underwriter,"  it will be subject to the prospectus  delivery  requirements  of
Section 5(b)(2) of the Securities Act.                                          

      The  selling  stockholders  should  be aware  that  the  anti-manipulation
provisions  of  Regulation  M under the  Securities  Exchange  Act will apply to
purchases and sales of shares of common stock by the selling  stockholders,  and
that there are  restrictions on  market-making  activities by persons engaged in
the distribution of the shares.  Under Regulation M, the selling stockholders or
their agents may not bid for,  purchase,  or attempt to induce any person to bid
for or purchase,  shares of our common stock while such selling stockholders are
distributing  shares pursuant to this prospectus.  The selling  stockholders are
advised  that if a  particular  offer  of  common  stock  is to be made on terms
constituting a material change from the information set forth above with respect
to the Plan of  Distribution,  then, to the extent  required,  a  post-effective
amendment to the  registration  statement  must be filed with the Securities and
Exchange Commission.                                                            

      From time to time this  prospectus  will be  supplemented  and  amended as
required  by the  Securities  Act of 1933,  as  amended.  During any time when a
supplement  or  amendment is so required,  the selling  stockholder  is to cease
sales until the prospectus  has been  supplemented  or amended.  Pursuant to the
registration  rights  granted  to certain of the  selling  stockholder,  we have
agreed to update and maintain the effectiveness of this prospectus.             

      In addition to selling  their  shares under this  prospectus,  the selling
stockholders may:                                                               

37

424B3
37th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 37th
      o     agree  to  indemnify  any  broker-dealer  or agent  against  certain
            liabilities  related  to  the  selling  of  the  shares,   including
liabilities arising under the Securities Act;           

      o     transfer  its shares in other ways not  involving  market  makers or
            established   trading   markets,   including   directly   by   gift,
distribution, or other transfer; or                     

      o     sell its shares pursuant to Rule 144 under the Securities Act rather
            than  pursuant to this  prospectus,  if the shares are  eligible for
         such sale and the transaction meets the requirements of Rule 144.

 LEGAL MATTERS

      Morse,  Zelnick,  Rose & Lander,  LLP, 405 Park Avenue, New York, New York
10022  delivered  an opinion  that the  issuance  of the shares  covered by this
prospectus  has been  approved by our Board of  Directors  and that such shares,
when issued, will be fully paid and non-assessable under Delaware law.          

 EXPERTS

      Dworken, Hillman, LaMorte & Sterczala, P.C., independent registered public
accounting  firm, have audited our financial  statements as of and for the years
ended  December 31, 2003,  2004 and 2005 as set forth in their  report.  We have
included  these  financial  statements  in the  prospectus  and elsewhere in the
registration  statement  in reliance on Dworken,  Hillman,  LaMorte & Sterczala,
P.C.'s report, given on their authority as experts in accounting and auditing.  

COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

      Our Restated Certificate of Incorporation provides that we shall indemnify
our directors and officers to the fullest  extent  permitted by Delaware law and
that none of our directors will be personally  liable to us or our  stockholders
for  monetary  damages for breach of  fiduciary  duty as a director,  except for
liability:                                                                      

      o     for  any  breach  of the  director's  duty of  loyalty  to us or our
stockholders;                                           

      o     for acts or omissions not in good faith or that involve  intentional
misconduct or a knowing violation of the law;           

      o     under section 174 of the Delaware  General  Corporation  Law for the
unlawful payment of dividends; or                       

      o     for any  transaction  from which the  director  derives an  improper
personal benefit.                                       

      These provisions require us to indemnify our directors and officers unless
restricted  by  Delaware  law and  eliminate  the our  rights  and  those of our
stockholders  to recover  monetary  damages  from a  director  for breach of his
fiduciary duty of care as a director except in the situations  described  above.
The limitations  summarized above, however, do not affect our ability or that of
its  stockholders  to  seek  non-monetary  remedies,  such as an  injunction  or
rescission, against a director for breach of his fiduciary duty.                

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the  foregoing  provisions,  we have been  advised that in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the Securities Act and is therefore unenforceable.       

38

424B3
38th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 38th
      You may rely on the information contained in this prospectus.  We have not
authorized anyone to provide  information  different from that contained in this
prospectus.  Neither the delivery of this  prospectus  nor sale of common shares
means that information contained in this prospectus is correct after the date of
this  prospectus.  This prospectus is not an offer to sell or solicitation of an
offer to buy our common  shares in any  circumstances  under  which the offer or
solicitation is unlawful.                                                       

 ---------------------------

 Table of Contents

                                                                        Page
                                                                        ----
Prospectus Summary ..................................................      3    
Risk Factors ........................................................      6    
Forward Looking Statements ..........................................      9    
Use of Proceeds .....................................................     10    
Dividend Policy .....................................................     10    
Capitalization ......................................................     10    
Price Ranges of Our Common Stock ....................................     11    
Selected Consolidated Financial Data ................................     11    
Management's Discussion and                                                     
Analysis of Financial Condition                                             
and Results of Operations .........................................     13  
Business ............................................................     20    
Management ..........................................................     26    
Certain Relationships and Related                                               
Party Transactions ................................................     32  
Security Ownership of Certain                                                   
Beneficial Owners and                                                       
Management ........................................................     33  
Description of Securities ...........................................     34    
Selling Stockholders ................................................     36    
Plan of Distribution ................................................     36    
Legal Matters .......................................................     38    
Experts .............................................................     38    
Index to Financial Statements .......................................    F-1    

================================================================================

================================================================================

5,383,333 Shares

of

Common Stock

AUTOINFO, INC.

------------

PROSPECTUS

------------

April 28, 2006

================================================================================

424B3
39th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 39th
 AUTOINFO, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm                     F-2 

Consolidated Balance Sheets as of December 31, 2005 and 2004                F-3 

Consolidated Statements of Income for the Years Ended                           
        December 31, 2005, 2004 and 2003                                   F-4

Consolidated Statements of Stockholders' Equity for the Years Ended             
        December 31, 2005, 2004 and 2003                                   F-5

Consolidated Statements of Cash Flows                                           
        for the Years Ended December 31, 2005, 2004 and 2003               F-6

Notes to Consolidated Financial Statements                                  F-7 

Information required by schedules called for under Regulation S-X is either not 
applicable or is included in the Consolidated Financial Statements or Notes     
thereto.                                                                        

F-1 

424B3
40th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 40th
 Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of AutoInfo, Inc.                    

We have audited the accompanying  consolidated balance sheets of AutoInfo,  Inc.
and subsidiaries as of December 31, 2005 and 2004, and the related  consolidated
statements of income, stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 2005. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.                      

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.                                               

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of AutoInfo, Inc. and subsidiaries
as of December 31, 2005 and 2004 and the results of their  operations  and their
cash flows for each of the three years in the period ended  December 31, 2005 in
conformity with accounting principles generally accepted in the United States of
America.                                                                        

February 3, 2006                                                                
Shelton, Connecticut                                                            

                                 /s/ Dworken, Hillman, LaMorte & Sterczala, P.C.
                                 -----------------------------------------------
                             Dworken, Hillman, LaMorte & Sterczala, P.C.

F-2 

424B3
41st Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 41st
 AUTOINFO, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS

                                                        [Enlarge/Download Table]

                                                                         December 31,           
                                                                ------------------------------- 
                                                                    2005               2004     
                                                                ------------       ------------ 
                                                                                                
               ASSETS (Note 2)                                                                  

Current assets:                                                                                 
   Cash and cash equivalents                                    $    419,000       $     38,000 
   Accounts receivable, net of allowance for doubtful accounts                                  
      of $201,000 and $125,000 as of December 31, 2005 and                                      
      2004, respectively                                          12,735,000          9,658,000 
   Deferred income taxes  (Note 4)                                   860,000            369,000 
   Other current assets                                              255,000            679,000 
                                                                ------------       ------------ 

Total current assets                                              14,269,000         10,744,000 

Fixed assets, net of depreciation                                    292,000             69,000 

Deferred income taxes (Note 4)                                     2,047,000            952,000 

Other assets                                                          38,000             30,000 
                                                                ------------       ------------ 

                                                                $ 16,646,000       $ 11,795,000 
                                                                ============       ============ 

               LIABILITIES AND STOCKHOLDERS' EQUITY                                             

Current liabilities:                                                                            
   Loan payable (Note 2)                                        $  1,280,000       $  1,998,000 
   Accounts payable and accrued liabilities                        7,235,000          5,385,000 
                                                                ------------       ------------ 

Total current liabilities                                          8,515,000          7,383,000 
                                                                ------------       ------------ 

Commitments and contingencies (Note 5)                                                          

Stockholders' equity : (Note 6)                                                                 
  Common stock - authorized 100,000,000 shares, $.001 par                                       
     value; issue and outstanding 31,624,000 and 31,218,000 as                                  
     of December 31, 2005 and 2004, respectively                      32,000             31,000 
  Other capital                                                      549,000            324,000 
  Deferred compensation                                             (413,000)          (277,000)
  Additional paid-in capital                                      19,047,000         19,026,000 
  Deficit                                                        (11,084,000)       (14,692,000)
                                                                ------------       ------------ 

  Total stockholders' equity                                       8,131,000          4,412,000 
                                                                ------------       ------------ 

                                                                $ 16,646,000       $ 11,795,000 
                                                                ============       ============ 

The accompanying notes are an integral part of these
consolidated financial statements.

F-3 

424B3
42nd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 42nd
 AUTOINFO, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF INCOME

                                                        [Enlarge/Download Table]

                                                      For The Years Ended December 31,        
                                           -------------------------------------------------- 
                                               2005               2004               2003     
                                           ------------       ------------       ------------ 
                                                                                              
Gross revenues                             $ 68,040,000       $ 46,492,000       $ 27,171,000 
Cost of transportation                       54,486,000         37,758,000         22,095,000 
                                           ------------       ------------       ------------ 

Net revenues                                 13,554,000          8,734,000          5,076,000 
                                           ------------       ------------       ------------ 

Commissions                                   8,348,000          5,179,000          2,955,000 
Operating expenses                            3,005,000          2,519,000          1,466,000 
                                           ------------       ------------       ------------ 
                                             11,353,000          7,698,000          4,421,000 
                                           ------------       ------------       ------------ 

Income from operations                        2,201,000          1,036,000            655,000 

Interest expense (Note 3)                        56,000             50,000            109,000 
                                           ------------       ------------       ------------ 

Income before income taxes (benefit)          2,145,000            986,000            546,000 
Income taxes (benefit)  (Note 4)             (1,463,000)          (480,000)          (754,000)
                                           ------------       ------------       ------------ 

Net income                                 $  3,608,000       $  1,466,000       $  1,300,000 
                                           ============       ============       ============ 

Net income per share:                                                                         
   Basic                                   $        .11       $        .05       $        .05 
   Diluted                                 $        .11       $        .04                .05 

Weighted average number of common shares:                                                     
   Basic                                     31,520,000         30,915,000         27,355,000 
   Diluted                                   33,920,000         33,438,000         28,789,000 

The accompanying notes are an integral part of these
consolidated financial statements.

F-4 

424B3
43rd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 43rd
 AUTOINFO, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                                        [Enlarge/Download Table]

                                 Shares of                                                                         
                                   Common                                                Additional                
                                   Stock         Common       Other         Deferred      Paid - In                
                                Outstanding      Stock       Capital      Compensation     Capital       Deficit   
                                -----------  ------------  ------------   ------------   -----------  ------------ 
                                                                                                                   
Balance January 1, 2003          27,348,000  $     27,000  $              $              $18,019,000  $(17,458,000)

Exercise of stock options            35,000                                                    4,000               

Net income                                                                                               1,300,000 
                                 ----------  ------------  ------------   ------------   -----------  ------------ 

Balance, December 31, 2003       27,383,000        27,000            --             --    18,023,000   (16,158,000)

Sale of common shares             1,333,000         2,000                                    415,000               

Conversion of subordinated                                                                                         
 debentures (Note 3)              2,300,000         2,000                                    573,000               

Exercise of stock options           202,000            --                                     15,000               

Shares granted under stock                                                                                         
 option plans to non-employees                                  324,000       (324,000)                            

Compensation expense                                                            47,000                             

Net income                                                                                               1,466,000 
                                 ----------  ------------  ------------   ------------   -----------  ------------ 

Balance, December 31, 2004       31,218,000  $     31,000  $    324,000   $   (277,000)  $19,026,000  $(14,692,000)

Exercise of stock options           406,000         1,000                                     21,000               

Shares granted under stock                                                                                         
 option plans to non-employees                                  261,000       (261,000)                            

Cancellation of stock options                                   (36,000)        36,000                             

Compensation expense                                                            89,000                             

Net income                                                                                               3,608,000 
                                 ----------  ------------  ------------   ------------   -----------  ------------ 

Balance, December 31, 2005       31,624,000  $     32,000  $    549,000   $   (413,000)  $19,047,000  $(11,084,000)
                                 ==========  ============  ============   ============   ===========  ============ 

The accompanying notes are an integral part of these
consolidated financial statements.

F-5 

424B3
44th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 44th
 AUTOINFO, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                            For The Years Ended December 31,      
                                                          2005            2004            2003    
                                                      -----------     -----------     ----------- 
                                                                                                  
Cash flows from operating activities:                                                             
  Net income                                          $ 3,608,000     $ 1,466,000     $ 1,300,000 
  Adjustments to reconcile net income to net                                                      
   cash provided by (used in) operating activities:                                               
      Change in allowance for doubtful accounts            76,000          65,000              -- 
      Depreciation and amortization expenses               85,000          40,000          38,000 
      Deferred compensation expense                        89,000          47,000              -- 
      Deferred income taxes                            (1,586,000)       (537,000)       (784,000)

Changes in assets and liabilities:                                                                
    Accounts receivable, net                           (3,153,000)     (4,842,000)     (1,885,000)
    Other current assets                                  424,000        (398,000)       (218,000)
    Other assets                                           (8,000)        105,000          (2,000)
    Accounts payable and accrued liabilities            1,850,000       2,612,000         492,000 
                                                      -----------     -----------     ----------- 

Net cash provided by (used in) operating activities     1,385,000      (1,442,000)     (1,059,000)
                                                      -----------     -----------     ----------- 

Cash flows from investing activities:                                                             
    Capital expenditures                                 (307,000)        (37,000)        (42,000)
                                                      -----------     -----------     ----------- 

Net cash used in investing activities                    (307,000)        (37,000)        (42,000)
                                                      -----------     -----------     ----------- 

Cash flows from financing activities:                                                             
    Sale of common shares                                      --         417,000              -- 
    Exercise of stock options                              21,000          15,000           4,000 
    (Decrease) increase in  loan payable, net            (718,000)        952,000         546,000 
                                                      -----------     -----------     ----------- 

Net cash  provided by (used in) financing activities     (697,000)      1,384,000         550,000 
                                                      -----------     -----------     ----------- 

Net change in cash and cash equivalents                   381,000         (95,000)       (551,000)
Cash and cash equivalents, beginning of year               38,000         133,000         684,000 
                                                      -----------     -----------     ----------- 

Cash and cash equivalents, end of year                $   419,000     $    38,000     $   133,000 
                                                      ===========     ===========     =========== 

The accompanying notes are an integral part of these
consolidated financial statements.

F-6 

424B3
45th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 45th
 AUTOINFO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 and 2003

Note 1 - Business and Summary of Significant Accounting Policies                

Business Overview                                                               

      Through  its  wholly-owned   subsidiary,   Sunteck   Transport  Co.,  Inc.
(Sunteck),  the Company is a non-asset based  transportation  services  company,
providing   transportation  capacity  and  related  transportation  services  to
shippers  throughout the United States,  and to a lesser  extent,  Canada.  As a
non-asset  based  provider of  brokerage  and  contract  carrier  transportation
services,  the Company does not own any  equipment and its services are provided
through  strategic  alliances with less than  truckload,  truckload,  air, rail,
ocean common  carriers and  independent  owner-operators  to service  customers'
needs.  The Company's  non-asset  based services  include ground  transportation
coast to coast, local pick up and delivery,  air freight and ocean freight.  The
Company's  business  services  emphasize  safety,  information  coordination and
customer service and are delivered through a network of independent commissioned
sales  agents  and  third  party  capacity  providers  coordinated  by  it.  The
independent commissioned sales agents typically enter into exclusive contractual
arrangements  with the  Company and are  responsible  for  locating  freight and
coordinating  the  transportation  of the freight  with  customers  and capacity
providers. The third party capacity providers consist of independent contractors
who provide truck capacity to the Company, including owner-operators who operate
under the Company's contract carrier license, air cargo carriers and railroads. 

      The  Company's  brokerage  services  are  provided  though  a  network  of
independent sales agents throughout the United States and Canada.  The Company's
services  include  arranging for the  transport of  customers'  freight from the
shippers  location to the designated  destination.  The Company does not own any
trucking  equipment  and relies on  independent  carriers  for the  movement  of
customers' freight. The Company seeks to establish long-term  relationships with
its  customers  and  provides a variety of logistics  services and  solutions to
eliminate inefficiencies in itscustomers' supply chain management.              

      The Company's contract carrier services, which commenced in 2003, are also
provided  through  a  network  of  independent   sales  agents  and  independent
owner-operators  throughout  the  United  States.  The  Company  does no own any
trucking  equipment;  its independent  owner-operators  lease onto the Company's
operating authority and transport freight under the its name.                   

Summary of Significant Accounting Policies                                      

Basis of Presentation                                                           

      The  financial  statements  of the Company  have been  prepared  using the
accrual basis of accounting under accounting  principles  generally  accepted in
the United States of America (GAAP).                                            

Principles of Consolidation                                                     

      The  consolidated   financial  statements  include  the  accounts  of  the
AutoInfo, Inc. (the Company), its wholly-owned subsidiary Sunteck Transport Co.,
Inc.  and its  wholly-owned  subsidiary  Sunteck  Transport &  Logistics,  Inc.,
(collectively,  Sunteck). All significant intercompany balances and transactions
have                                                                            

F-7 

424B3
46th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 46th
been eliminated in consolidation.                                               

Use of Estimates                                                                

      The  preparation  of these  financial  statements in conformity  with GAAP
requires  management to make certain estimates and assumptions.  These estimates
and  assumptions  affect  the  reported  amounts  of  assets,   liabilities  and
contingent  liabilities at the date of the financial statements and the reported
amounts of revenue  and  expenses  during the  periods  presented.  The  Company
believes that all such  assumptions  are  reasonable  and that all estimates are
adequate, however, actual results could differ from those estimates.            

Revenue Recognition                                                             

      As a third party  transportation  logistics provider,  the Company acts as
the  shippers'  agent and arranges  for a carrier to handle the  freight.  Gross
revenues  consist of the total dollar  value of services  purchased by shippers.
Revenue is  recognized  upon the delivery of freight,  at which time the related
transportation cost, including commission, is also recognized. At that time, the
Company's  obligations are completed and collection of receivables is reasonably
assured.                                                                        

      Emerging  Issues  Task Force No.  99-19,  "Reporting  Revenues  Gross as a
Principal  Versus  Net as an  Agent"  (EITF  99-19),  establishes  criteria  for
recognizing revenues on a gross or net basis. The Company is the primary obligor
in its transactions,  has all credit risk, maintains  substantially all risk and
rewards,  has discretion in selecting the supplier,  and has latitude in pricing
decisions.  Accordingly,  the  Company  records  all  transactions  at the gross
amount, consistent with the provisions of EITF 99-19.                           

Cash and Cash Equivalents                                                       

Cash and cash equivalents consist of cash in banks.                 

Provision For Doubtful Accounts                                                 

      The Company  continuously  monitors the  creditworthiness of its customers
and has  established an allowance for amounts that may become  uncollectible  in
the future based on current economic trends, its historical payment and bad debt
write-off experience, and any specific customer related collection issues.      

Fixed Assets                                                                    

      Fixed assets as of December 31, 2005 and 2004, consisting predominantly of
furniture, fixtures equipment and proprietary software, were carried at cost net
of accumulated  depreciation.  Depreciation  of fixed assets was provided on the
straight-line method over the estimated useful lives of the related assets which
range from three to five years.                                                 

Income Per Share                                                                

      Basic  income  per share is based on net income  divided  by the  weighted
average  number  of  common  shares   outstanding.   Common  stock   equivalents
outstanding were 2,400,000,  2,523,000 and 1,434,000 for the year ended December
31, 2005, 2004 and 2003, respectively.                                          

F-8 

424B3
47th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 47th
Income Taxes                                                                    

      The Company  utilizes the asset and liability  method for  accounting  for
income  taxes.  Under the asset and  liability  method,  deferred tax assets and
liabilities  are  recognized  for the future tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and  their  respective  tax bases and  future  benefits  to be
recognized  upon  the  utilization  of  certain  operating  loss  carryforwards.
Deferred  tax  assets and  liabilities  are  measured  using  enacted  tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.                                        

Stock-Based Compensation                                                        

      The Company applies Statement of Financial  Accounting  Standards No. 123,
"Accounting for Stock Based  Compensation" (SFAS 123). As permitted by SFAS 123,
the Company has chosen to continue to apply Accounting  Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and, accordingly, no
compensation  cost has been  recognized for stock options issued to employees in
the financial  statements.  As discussed  below in "Recently  Issued  Accounting
Standards", the Company will adopt SFAS 123R in the first quarter of 2006.      

      The  pro-forma  effect of options  issued to  employees  on net income and
earnings per share, utilizing the Black-Scholes option-pricing model, consistent
with the  method  stipulated  by SFAS 123,  was not  material  to the  Company's
results of operations.                                                          

      The Company accounts for stock options issued to  non-employees  using the
fair  value  method  in  accordance  with  SFAS  123.   Deferred   compensation,
representing  the  fair  market  value  of  the  options  issued  utilizing  the
Black-Scholes  option-pricing  model,  is charged to  earnings  over the vesting
period.                                                                         

Recently Issued Accounting Standards                                            

      In May 2005,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting Standards (SFAS) No. 154, "Accounting Changes
and Error  Corrections"  (SFAS  154),  which  supersedes  Accounting  Principles
Bulletin (APB) Opinion No. 20,  "Accounting  Changes" and SFAS No. 3, "Reporting
Accounting  Changes in  Interim  Financial  Statements."  SFAS 154  changes  the
requirements  for the  accounting  for and  reporting  of changes in  accounting
principle.  The statement requires the retroactive application to prior periods'
financial  statements  of  changes  in  accounting  principles,   unless  it  is
impracticable  to determine either the period specific effects or the cumulative
effect of the change.  SFAS 154 does not change the guidance for  reporting  the
correction of an error in previously  issued financial  statements or the change
in an  accounting  estimate.  SFAS 154 is effective for  accounting  changes and
corrections  of errors made in fiscal years  beginning  after December 15, 2005.
The  adoption  of SFAS 154 is not  expected  to have a  material  impact  on our
consolidated financial statements.                                              

      In December  2004,  the FASB issued SFAS No. 123R,  "Share-Based  Payment"
(SFAS  123R),  which is a revision  of SFAS No. 123 and  supersedes  APB No. 25,
"Accounting  for Stock Issued to Employees."  SFAS 123R requires  employee stock
options to be valued at fair value on the date of grant,  and charged to expense
in the Company's  consolidated  financial statements over the applicable vesting
period. We will adopt the new standard using the modified  prospective method in
the first quarter of 2006.  Under this method,  compensation  cost is recognized
beginning with the effective date for all share based payments granted after the
effective  date and for all awards  granted to employees  prior to the effective
date that remain unvested. SFAS 123R also amends SFAS No. 95, "Statement of Cash
Flows",  requiring  that                                                        

F-9 

424B3
48th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 48th
any excess tax  benefits  received  upon the exercise of options be reflected as
financing cash inflows rather than operating cash inflows. Adoption of SFAS 123R
will not change our accounting for non-employee stock options.  Based on current
employee stock options  outstanding,  management estimates that adoption of SFAS
123R will result in  compensation  expense  related to employee stock options of
approximately $18,000 in 2006.                                                  

Segment Information                                                             

      The  Company  provides   transportation  capacity  and  related  logistics
services  through its integrated  network of independent  agents and third party
capacity  providers.   For  the  purpose  of  applying  Statement  of  Financial
Accounting  Standards No. 131,  "Disclosures About Segments of an Enterprise and
Related  Information",  management has  determined  that it operates in a single
business segment.                                                               

Reclassifications                                                               

      Certain  prior year balances  have been  reclassified  to conform with the
current year presentation.  These  reclassifications had no effect on previously
reported net income.                                                            

Note 2 - Debt                                                                   

Loan Payable                                                                    

      In May 2003,  the  Company  entered  into a $1.5  million  Line of Credit,
expiring  in May  2004,  with  a  commercial  lending  institution,  secured  by
substantially  all  assets of the  Company.  In 2004,  this  Line of Credit  was
increased to $2.5 million,  expiring in June 2006.  The Line of Credit  provides
for  interest  at the  prime  rate  plus  1/2% and the  maintenance  of  certain
financial covenants.                                                            

Note 3 - Related Party Transactions                                             

      In December 2000, the Company obtained  financing  totaling  $575,000 from
certain  related  parties in the form of ten year 12%  Subordinated  Convertible
Debentures  (Debentures).  In January 2004, these Debentures were converted into
2,300,000 shares of common stock.  Interest of $4,000 and $69,000 was charged to
operations in each of 2004 and 2003, respectively.                              

      In  August  2001,  the  Company  entered  into a  $500,000  Line of Credit
Agreement  with James T.  Martin,  a  significant  stockholder  of the  Company,
secured  by the  Company's  accounts  receivable.  Interest  on the  outstanding
borrowings was 17% per annum, payable quarterly in arrears. This credit facility
was repaid in full in May 2003. Interest of $35,000 was charged to operations in
2003.                                                                           

F-10

424B3
49th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 49th
Note 4- Income Taxes                                                            

      For the years ended  December 31, 2005,  2004 and 2003,  the provision for
income taxes consisted of the following:                                        

                                                        [Enlarge/Download Table]

                                             2005                         2004                     2003           
                                    Current         Deferred     Current       Deferred    Current      Deferred  
                                  -----------     -----------   ---------     ---------   ---------     --------- 
                                                                                                                  
Income tax expense before                                                                                         
  application of operating                                                                                        
  loss carryforwards              $   841.000     $        --   $ 393.000     $      --   $ 205.000     $      -- 

Income tax expense (benefit)                                                                                      
 of operating loss carryforwards     (718,000)        718,000    (336,000)      336,000    (175,000)              
Cahange in valuation                                                                                              
 allowance                                         (2,304,000)                 (873,000)                 (784,000)
                                  -----------     -----------   ---------     ---------   ---------     --------- 

Income tax expense (benefit)      $   123,000     $(1,586,000)  $  57,000     $(537,000)  $  30,000     $(784,000)
                                  -----------     -----------   ---------     ---------   ---------     --------- 

      The following table reconciles the Company's  effective income tax rate on
income  from  operations  to the  Federal  Statutory  Rate for the  years  ended
December 31, 2005, 2004 and 2003:                                               

                                                                [Download Table]

                                                 2005       2004       2003   
                                               -------    -------    -------  
                                                                              
Federal Statutory Rate                            34.0%      34.0%      34.0% 

State income taxes, net of federal benefit         3.4        5.7        3.6  

Effect of:                                                                    
   Utilization of operating loss carryforward    (34.0)     (34.0)     (34.0) 
   Change in valuation allowance                 (44.0)     (54.4)    (141.6) 
                                               -------    -------    -------  
                                                 (40.6)%    (48.7)%   (138.0)%
                                               =======    =======    =======  

      Deferred  taxes are  comprised  of the  following at December 31, 2005 and
2004:                                                                           

                                        December 31,    December 31,
                                        2005            2004
                                        ------------    ------------
Deferred tax asset:                                                 
    Net operating loss carryforward    $ 4,872,000     $ 5,590,000
                                       -----------     -----------

Gross  deferred tax asset                 4,872,000       5,590,000 
Less: valuation allowance                (1,965,000)     (4,269,000)
                                       -----------     -----------

Deferred tax asset                      $ 2,907,000     $ 1,321,000 
                                       ===========     ===========

      The deferred tax asset  represents  expected future tax savings  resulting
from the Company's net operating loss carryforward. As of December 31, 2005, the
Company has a net operating loss carryforward of approximately $14.3 million for
federal  income tax purposes  which expire  through  2014.  Utilization  of this
benefit is primarily subject to the extent of future earning of the Company, and
may be limited by,                                                              

F-11

424B3
50th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 50th
among other things,  shareholder changes, including the possible issuance by the
Company  of  additional   shares  in  one  or  more   financing  or  acquisition
transactions.  The Company has established a valuation allowance for the portion
of the  possible  tax  savings  not  likely  to be  realized  by the  end of the
carryforward period.                                                            

      Based  upon  available   objective   evidence,   including  the  Company's
post-merger history of profitability, management believes it is more likely than
not that  forecasted  taxable  income will be sufficient to utilize a portion of
the net operating loss carryforward before its expiration in 2014.  Accordingly,
in 2005,  2004 and 2003 the  valuation  allowance  was  reduced  by  $2,304,000,
$873,000 and $784,000, respectively. However, there can be no assurance that the
Company will meet its expectations of future income.                            

Note 5 - Commitments and Contingencies                                          

Leases                                                                          

      The  Company  is  obligated  under  non-cancelable  operating  leases  for
premises  expiring at various  dates through  April 2010.  Future  minimum lease
payments are $68,000,  $73,000, $68,000, $70,000 and $24,000 for the years ended
December 31, 2006, 2007, 2008, 2009 and 2010, respectively. Rent expense for the
years ended December 31, 2005,  2004 and 2003 was $97,000,  $76,000 and $53,000,
respectively.                                                                   

Other Agreements                                                                

      The Company has employment agreements with Messrs. Wachtel and Wunderlich,
as chief executive officer and chief financial  officer,  respectively,  who are
also  stockholders.  The agreements  expire in December 31, 2008 and provide for
minimum annual  compensation of $250,000 and $175,000,  and bonuses equal to 10%
of the Company's  consolidated pre-tax profit (as defined) up to $1,250,000 and,
5% of our  consolidated  pre-tax profit in excess of  $1,250,000,  respectively.
Bonus payments to each of Messrs.  Wachtel and Wunderlich  were $125,000 for the
years ended  December  31,  2005 and 2004,  and $51,531 and $55,281 for the year
ended December 31, 2003, respectively.                                          

Litigation                                                                      

      The  Company is  involved in certain  litigation  arising in the  ordinary
course of its  business.  In the opinion of  management,  these matters will not
have a material adverse effect on the Company's financial position or liquidity.

Note 6 - Stockholders' Equity                                                   

Stock Option Plans                                                              

      The Company has eight stock option  plans;  its 1985,  1986,  1989,  1992,
1997, 1999, 2003 and 2005 Plan (collectively, the Plans). Pursuant to the Plans,
a total of  10,342,500  shares of Common Stock were made  available for grant of
stock options.  Under the Plans,  options have been granted to key personnel for
terms of up to ten years at not less than fair  value of the shares at the dates
of grant and are exercisable in whole or in part at stated times  commencing one
year  after the date of grant.  No further  grants  will be made under the 1985,
1986, 1989 or 1992 Plans.                                                       

      Options  have been  granted  under the Plans to  independent  sales agents
under the same general  terms and  conditions  as options  granted to employees.
Such  option  grants are  primarily  based  upon  profits                       

F-12

424B3
51st Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 51st
generated and act as long-term incentives to remain with the Company. Out of the
total options  outstanding of 7,081,000 as of December 31, 2005,  5,011,000 have
been granted to independent sales agents.                                       

      Option  activity for the years ended December 31, 2005,  2004 and 2003 was
as follows:                                                                     

                                                        [Enlarge/Download Table]

                                               Granted                            Exercisable            
                                  -----------------------------------  ----------------------------------
                                                        Weighted                              Weighted   
                                     Number of           Average          Number of           Average    
                                      Shares          Exercise Price        Shares        Exercise Price 
                                  --------------    -----------------  ---------------   ----------------
                                                                                                         
Outstanding at January 1, 2003          2,583,000                 .11       1,005,000                $.09
                                                                       ---------------   ----------------
Forfeited                             (222,000)                   .10                                    
Exercised                              (35,000)                   .10                                    
Granted                               1,769,000                   .20                                    
                                  --------------    -----------------                                    

Outstanding at December 31, 2003      4,095,000                  $.15       1,802,000                $.10
                                                                       ---------------   ----------------
Forfeited                             (736,000)                   .16                                    
Exercised                             (202,000)                   .07                                    
Granted                               2,437,000                   .44                                    

Outstanding December 31, 2004         5,594,000                  $.28       2,449,000                $.15
                                                                       ---------------   ----------------
Forfeited                             (611,000)                   .33                                    
Exercised                             (406,000)                   .13                                    
Granted                               2,504,000                   .54                                    
                                  --------------    -----------------                                    

Outstanding December 31, 2005         7,081,000                  $.37       3,245,000                $.25
                                  --------------    -----------------  ---------------   ----------------

As of December 31, 2005,  there were 1,228,000  shares of common stock available
for  issuance  pursuant to future stock option  grants.  Additional  information
regarding options outstanding as of December 31, 2005 is as follows:            

                                                        [Enlarge/Download Table]

                                        Options outstanding                          Options exercisable              
                                        -------------------                          -------------------              
                                             Weighted                                                                 
                                              average                                                                 
                                             remaining           Weighted                             Weighted        
    Range of                             contractual life         average                              average        
 exercise prices            Shares            (years)         exercise price         Shares         exercise price    
 ---------------            ------            -------         --------------         ------         --------------    
                                                                                                                      
    $.05 - .10              925,000             3.45              $.093              925,000             $.093        
     .11 - .20            1,227,000             7.08               .158              991,000              .151        
     .24 - .37            1,240,000             4.49               .319              705,000              .311        
     .41 - .65            3,689,000             4.96               .534              624,000              .561        
----------------------------------------------------------------------------------------------------------------------
    $.05 - .65            7,081,000             5.05              $.373            3,245,000             $.248        
----------------------------------------------------------------------------------------------------------------------

Weighted average fair value of options granted:                                 

2005                             $  .54   
2004                             $  .42   
2003                             $  .20   

The fair value of each option  grant is estimated on the date of grant using the
Black Scholes option pricing                                                    

F-13

424B3
52nd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 52nd
model with the following weighted average assumptions by grant year. Adjustments
for forfeitures are made as they occur.                                         

                                 2005        2004           2003
                                 -------------------------------------

Risk-free interest rate                  3.00%       3.00%          3.00%       
Expected dividend yield                    0%          0%             0%        
Expected volatility factor               22.29%      25.24%        41.06%       
Expected option term, in years            6.00        5.48           10         

Note 7 - Fair Value of Financial Instruments                                    

      The  following  disclosures  of fair value were  determined  by management
using available  market  information and  appropriate  valuation  methodologies.
Considerable  judgment  is  necessary  to  interpret  market  data  and  develop
estimated  fair  value.  Accordingly,  the  estimates  presented  herein are not
necessarily  indicative of the amounts the Company could realize on  disposition
of the financial  instruments.  The use of different market  assumptions  and/or
estimation  methodologies may have a material effect on the estimated fair value
amounts.                                                                        

      Cash and cash  equivalents,  accounts  receivable,  accounts  payable  and
accrued  liabilities  and loan payable are carried at amounts  which  reasonably
approximate fair value.                                                         

Note 8 - Quarterly Results of Operations (Unaudited)                            

                                                        [Enlarge/Download Table]

                                          Year Ended December 31, 2005                
                                                  Quarter Ended                       
                              --------------------------------------------------------
                                 Mar 31        June 30         Sep 30         Dec 31  
                              -----------    -----------    -----------    -----------
                                                                                      
Gross revenues                $14,915,000    $15,477,000    $17,336,000    $20,312,000
                              -----------    -----------    -----------    -----------

                              -----------    -----------    -----------    -----------
Net  income                   $   393,000    $   441,000    $   580,000    $ 2,194,000
                              ===========    ===========    ===========    ===========

Basic net income per share    $      .013    $      .014    $      .018    $      .069
                              -----------    -----------    -----------    -----------
Diluted net income per share  $      .011    $      .013    $      .017    $      .065
                              ===========    ===========    ===========    ===========

F-14

424B3
Last Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 53rd
                                                        [Enlarge/Download Table]

                                                  Year Ended December 31, 2004                 
                                                         Quarter Ended                         
                                  -------------------------------------------------------------
                                    Mar 31          June 30           Sep 30           Dec 31  
                                  ----------      -----------      -----------      -----------
                                                                                               
Gross revenues                    $8,159,000      $10,960,000      $12,938,000      $14,435,000
                                  ----------      -----------      -----------      -----------

                                  ----------      -----------      -----------      -----------
Net  income                       $  176,000      $   271,000      $   278,000      $   741,000
                                  ==========      ===========      ===========      ===========

Basic net income per share        $     .006      $      .009      $      .009      $      .023
                                  ----------      -----------      -----------      -----------
Diluted net income per share      $     .005      $      .008      $      .008      $      .022
                                  ==========      ===========      ===========      ===========


                                                Year Ended December 31, 2003                   
                                                         Quarter Ended                         
                                  -------------------------------------------------------------
                                     Mar 31         June 30           Sep 30           Dec 31  
                                  ----------      -----------      -----------      -----------
                                                                                               
Gross revenues                    $5,141,000      $ 6,102,000      $ 7,552,000      $ 8,376,000
                                  ----------      -----------      -----------      -----------

                                  ----------      -----------      -----------      -----------
Net income                        $   79,000      $   108,000      $   172,000      $   941,000
                                  ==========      ===========      ===========      ===========

Basic and diluted net income per                                                               
   share                          $     .003      $      .004      $      .006      $      .032
                                  ==========      ===========      ===========      ===========

Note 9 - Supplemental Disclosure of Cash Flow Information and Non-cash Financing
Activities                                                                      

      Cash paid for  interest in 2005,  2004 and 2003 was  $56,000,  $50,000 and
$109,000, respectively.                                                         

The Company paid no federal income taxes in 2005, 2004 and 2003.    

      In January 2004,  $575,000 of outstanding 12%  convertible  debentures was
converted into 2,300,000 shares of common stock.                                

F-15

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		12/31/10		50					10-K
		12/31/09		50					10-K
		12/31/08		30		50			10-K
		12/31/07		50					10-K
		12/31/06		50					10-K
Filed on:		5/2/06
		4/28/06		1		38
		4/27/06		1					S-1/A
		3/27/06		6		34
		3/24/06		6		35
		3/7/06		6		34
		3/3/06		23
		2/3/06		40
		12/31/05		4		52			10-K
		12/15/05		18		47
		12/31/04		4		53			10KSB
		12/31/03		4		53			10KSB,  5
		5/6/03		26
		12/31/02		10		11			10KSB
		12/31/01		10		11			10KSB
		12/7/00		25
									List all Filings