As filed with the Securities and Exchange Commission on May 26, 2005

                                                     Registration No. 333-123710
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-2
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 AUTOINFO, INC.
             (Exact name of Registrant as specified in its charter)


                                                                  
           Delaware                            4731                     13-2867481
(State or Other Jurisdiction of    (Primary Standard Industrial      (I.R.S. Employer
 Incorporation or Organization)     Classification Code Number)     Identification No.)


                                 AutoInfo, Inc.
                         6413 Congress Avenue, Suite 260
                            Boca Raton, Florida 33487
                                 (561) 988-9456
                            (561) 994-8033 Facsimile
    (Address, including zip code, and telephone number, including area code,
                       of Registrant's executive offices)

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

                                  Harry Wachtel
                             Chief Executive Officer
                         6413 Congress Avenue, Suite 260
                            Boca Raton, Florida 33487
                                 (561) 988-9456
                            (561) 994-8033 Facsimile
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                                    Copy to:

                              Kenneth S. Rose, Esq.
                       Morse, Zelnick, Rose & Lander, LLP
                                 405 Park Avenue
                            New York, New York 10022
                                 (212) 838-5030
                            (212) 838-9190 Facsimile

      Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.

      If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), check the following box. |X|

      If the registrant elects to deliver it latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. |_|

      If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

      If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

      If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

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

THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(a) OF THE
SECURITIES  ACT OF  1933 OR  UNTIL  THIS  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE  ON SUCH  DATE  AS THE  SECURITIES  AND  EXCHANGE  COMMISSION,  ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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



The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registraion statement filed with the
Securities and Exchange Commission is effective This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)
Dated May__, 2005

                                4,383,333 SHARES
                                       of
                                  COMMON STOCK

                                 AUTOINFO, INC.

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

      The selling stockholders named in this prospectus, Kinderhook Partners, LP
and Vinoray R. Shah, are offering up to 4,383,333 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 stockholder will pay
any commissions, fees and discounts of underwriters, brokers, dealers or agents.

      The 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. The 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.OB." The high and low prices for our common stock on the OTC
Bulletin Board were $0__ and $0.__ on May __, 2005.

      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.

      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 _________, 2005



--------------------------------------------------------------------------------
                               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 in
21 states and Canada. Our contract carrier services, which commenced in 2003,
are also provided through a network of independent sales agents in nine states
and 83 independent owner-operators. These services generated gross revenue, net
revenue and net income of approximately $46.5 million, $8.7 million and $1.5
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


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

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 website
is part of this prospectus.

                                  The Offering


                                              
Securities offered............................   4,383,333 shares of common stock.

Shares of common stock to be outstanding after
     this offering............................   31,367,189(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 pay all of the expenses of the
                                                 offering, including, without limitation,
                                                 professional fees and printing expenses.

Risk factors:.................................   The offering involves a high degree of risk.
                                                 Please refer to "Risk Factors" for a description
                                                 of the risk factors you should consider.

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


----------
(1)   The information contained in this prospectus assumes no exercise of
      options outstanding immediately before this offering covering 5,614,304
      shares of our common stock.

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


                                       4


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

                          Summary Financial Information



                                                                Years Ended December 31,
                                                      2004                  2003                  2002
                                                   ----------            ----------            ----------
Statement of Operations Data:
                                                     (in thousands, except share and per share data)
                                                                                      
Gross revenue                                          46,492                27,171                18,863

Net revenue                                             8,734                 5,076                 3,368

Net income                                              1,466                 1,300                   340

Net income per share (basic)                       $     0.05            $     0.05            $     0.01

Net income per share (diluted)                     $     0.04            $     0.05            $     0.01

Weighted average number of shares
   outstanding (basic)                             30,915,000            27,355,000            27,305,000
Weighted average number of shares
   outstanding (diluted)                           33,438,000            28,789,000            27,940,000


      The table below sets forth a summary of our balance sheet data as of
December 31, 2004 and 2003.

                                                 December 31,
                                                (in thousands)
                                            -------      --------
                                              2004         2003
                                            -------      --------
          Balance Sheet Data:
          ---------------------------

          Cash and cash equivalents         $    38      $    133
          Accounts receivable                 9,658         4,881
          Total assets                       11,795         6,286
          Total liabilities                   7,383         4,394
          Deficit                           (14,692)      (16,158)
          Stockholders' equity                4,412         1,892

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


                                       5


                                  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 commission sales agents who have direct
relationships with our customers.

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

Dependence 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 Sunteck,  including our results of  operations  and
revenue.

Decreased demand for transportation services.

      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 Sunteck's  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


                                       6


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.

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 may have difficulties in managing our growth.

      Our future growth depends, in part, on our ability to implement and expand
our financial control systems and to expand,  train and manage our employee base
and provide  support to an expanded  customer  base.  If we cannot manage growth
effectively,  it  could  have  a  material  adverse  effect  on our  results  of
operations, business and financial condition. Acquisitions and expansion involve
substantial  infrastructure and working capital costs. We cannot assure you that
we will be  able to  integrate  our  acquisitions  and  expansions  efficiently.
Similarly,  we cannot  assure  you that we will  continue  to expand or that any
expansion  will  enhance  our  profitability.  If we do not  achieve  sufficient
revenue growth to offset increased expenses  associated with our expansion,  our
results will be 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  Sunteck's  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 Sunteck's  operations may
be materially adversely affected.

Our principal stockholders have substantial control over our affairs.

      As of  March  7,  2005,  our  president,  Harry  Wachtel  was our  largest
stockholder,  owning


                                       7


approximately  24% of the issued  and  outstanding  shares of our common  stock.
Further,  James T. Martin owns  approximately  20% of the issued and outstanding
shares of our common stock. As a result,  either Mr. Wachtel or Mr. Martin 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 7, 2005, our closing stock price has ranged from $0.30 to $0.76.  On March
29, 2005, our closing stock price was $0.43.

      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

      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  5.6 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


                                       8


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
rescission, 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 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.

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.


                                       9


      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 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.


                                       10


                                 CAPITALIZATION

      The following table sets forth our  capitalization as of December 31, 2004
and 2003:



                                                               2004                  2003
                                                               ----                  ----
                                                                         
Current liabilities:
    Loan payable                                         $     1,998,000       $     1,046,000
    Convertible subordinated debentures                               --               575,000
    Accounts payable and accrued liabilities                   5,385,000             2,773,000
                                                         ---------------       ---------------
       Total current liabilities                         $     7,383,000       $     4,394,000
                                                         ---------------       ---------------

Stockholders' Equity
    Common stock -- authorized 100,000,000 shares
         $.001 par value; issued and outstanding --
         31,218,000 and 27,382,923 shares as of
         December 31, 2004 and 2003, respectively        $        31,000       $        27,000
    Preferred stock -- authorized 10,000,000 shares
         $.001 par value; issued and outstanding --
         0 shares as of December 31, 2004 and 2003,
         respectively                                                 --                    --
    Other capital                                                324,000                    --
    Deferred compensation                                       (277,000)                   --
    Additional paid-in capital                                19,026,000            18,023,000
    Deficit                                                  (14,692,000)          (16,158,000)
                                                         ---------------       ---------------
       Total stockholders' equity                        $     4,412,000       $     1,892,000
                                                         ---------------       ---------------



                                       11


                        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 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
Over-the-Counter   Electronic  Bulletin  Board.  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                               $0.74            $0.43
            Second quarter (through May 24, 2005)       $0.60            $0.45

            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

            Year Ended December 31, 2003                 High             Low
            ----------------------------                 ----             ---

            First quarter                               $0.22            $0.14
            Second quarter                               0.23             0.11
            Third quarter                                0.37             0.17
            Fourth quarter                               0.39             0.23

      On May 24, 2005, the closing bid price per share for our common stock,  as
reported on the OTC Bulletin  Board of the National  Association  of  Securities
Dealers,  Inc.  was  $0.46.  As of May  24,  2005,  we had  approximately  1,000
beneficial stockholders.


                                       12


                      SELECTED CONSOLIDATED FINANCIAL DATA

      The following is a summary of our selected consolidated financial data for
the years ended December 31, 2004, 2003, 2002, 2001 and 2000. The financial data
has  been  derived  from  our  audited  consolidated  financial  statements  and
accompanying  notes.  This financial data reflects our acquisition of Sunteck in
December  2000,  which was accounted for as a pooling of interest.  Accordingly,
all periods  presented  below have been  restated to include  the  accounts  and
operations of Sunteck under continuing operations.

      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 report and our
audited  consolidated  financial  statements  and  accompanying  notes  included
elsewhere in this report.



000's omitted, except for per share data                                Year ended December 31,
                                                 ---------------------------------------------------------------------------
                                                    2004            2003            2002            2001             2000
                                                 ----------      ----------      ----------      ----------       ----------
                                                                                                   
Statement of Operations Data:
----------------------------------------

Gross revenues                                   $   46,492      $   27,171      $   18,863      $    8,029       $    3,389

Net revenues (1)                                      8,734           5,076           3,368           1,567              835

Income (loss) from continuing operations              1,466           1,300             340             (15)             (81)

Income from discontinued operations                      --              --              --              --            9,471

Net  income (loss)                               $    1,466      $    1,300      $      340      $      (15)      $    9,390

Basic net income (loss) per share (2) (3)
     From continuing operations                  $      .05      $      .05      $      .01      $     (.00)      $      .00
     From discontinued operations                        --              --              --              --              .51
                                                 ----------      ----------      ----------      ----------       ----------
Net income (loss) per share, basic               $      .05      $      .05      $      .01      $     (.00)      $      .51
                                                 ----------      ----------      ----------      ----------       ----------

Diluted net income (loss) per share (2) (3)
     From discontinued operations                $      .04      $      .05      $      .01      $     (.00)      $      .00
     From continuing operations                          --              --              --              --              .48
                                                 ----------      ----------      ----------      ----------       ----------
Net income (loss) per share, diluted             $      .04      $      .05      $      .01      $     (.00)      $      .48
                                                 ----------      ----------      ----------      ----------       ----------


(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.

(2)   The common stock  equivalents  for the year ended December 31, 2004,  2003
      and 2002 were  2,523,000,  1,434,000  and  635,000  and for the year ended
      December 31, 2000 were 1,304,000.


                                       13


(3)   The common  stock  equivalents  for the years 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.



000's omitted                                                  As at December 31,
                                     -----------------------------------------------------------------------
                                         2004           2003           2002           2001          2000
                                     -----------    -----------    -----------    -----------    -----------
                                                                                  
Balance Sheet Data:
-------------------------------

Cash and short term investments      $        38    $       133    $       684    $       898    $       941
Accounts receivable                        9,658          4,881          2,996          1,358            720
Total assets                              11,795          6,286          3,944          2,458          1,740
Total liabilities                          7,383          4,394          3,356          2,215          1,481
Deficit                                  (14,692)       (16,158)       (17,458)       (17,798)       (17,784)
Stockholders' equity                       4,412          1,892            588            243            258



                                       14


                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  report  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  shareholder   value,   (iii)   statements  of  future  economic
performance,  and (iv) statements of assumptions underlying other statements and
statements about our business prospects.

      This report 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 report.

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.  Our non-asset
based services include ground  transportation  coast to coast, local pick up and
delivery,  air freight and ocean freight.  We have strategic alliances with less
than  truckload,  truckload,  air, rail and ocean common carriers to service our
customers'   needs.  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  contractual  arrangements  with Sunteck 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,  Sunteck  operates a
transportation  services  business with revenue of  approximately  $46.5 million
during our most recently completed fiscal year.

      Our brokerage services are provided through a network of independent sales
agents. As of February 22, 2005, we had 12 regional  operating centers providing
brokerage  services and  representatives  in 21 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.


                                       15


      Our contract carrier services,  which commenced in 2003, are also provided
through  a  network  of  independent  sales  agents.  We do no own any  trucking
equipment and have a network of independent  owner-operators  who lease onto our
operating authority and transport freight under the Sunteck name. As of February
22, 2005, we had seven regional  operating  centers  providing  contract carrier
services, representatives in nine states and 83 independent owner-operators.

      The most  significant  factor in our growth  during the past two years has
been the expansion of our  brokerage  services  agent network and, in 2003,  the
introduction   and  expansion  of  our  contract   carrier  services  agent  and
owner-operator  network.  This  growth  is  readily  measured  by the  number of
transactions we have processed, which increased from 30,800 in 2003 to 43,300 is
2004,  an increase of 41%.  The  average  revenue  dollar per load in our broker
division  also  increased  in 2004 as  compared  to 2003.  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 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

For the year ended December 31, 2004

      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,  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:

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

           Net revenues                      100.0%             100.0%

              Commissions                     59.3%              58.2%
              Operating expenses              28.0%              28.6%
              Other charges                    1.4%               2.5%
              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


                                       16


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 41% increase in the number of transactions
processed  and a 21%  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.

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  $2,449,000  for the year ended  December 31,
2004,  as compared  with  $1,450,000  in the prior year.  As a percentage of net
revenues,  operating  expenses were 28% for the year ended  December 31, 2004 as
compared  with 29% in the prior  year.  This  decrease  is the direct  result of
management's 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 2005 without a significant increase in overhead.

      Interest  expense was  $120,000  for the year ended  December  31, 2004 as
compared with $131,000 in the prior year.  This decrease is primarily the result
of borrowings pursuant to our line of credit,  secured in May 2004 at a interest
rate of prime + 1/2% and the corresponding repayment in May 2003 of the $500,000
loan at an interest rate of 17%, originated in August 2001.

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 income taxes
of $393,000.  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.

Net income

      Net income  totaled  $1,466,000  for the year ended  December 31, 2004, as
compared with  $1,300,000 in the prior year.  This increase is the direct result
of the  increase in revenues  due the  continuing  expansion  of our  operations
resulting in an increase in income before income taxes of $440,000 offset by the
net  decrease in the  recognition  on the deferred tax asset of $247,000 and the
increase in state income taxes of $27,000.


                                       17


For the year ended December 31, 2003

      During the year ended  December  31, 2003,  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,  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  service 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:

                                             2003                2002
                                          -----------        ------------

           Net revenues                     100.0%              100.0%

              Commissions                    58.2%               54.2%
              Operating expenses             28.6%               31.4%
              Other charges                   2.5%                3.8%
              Income taxes (benefit)        (14.9)%                .5%

           Net income                        25.6%               10.1%

Revenues

      Gross  revenues,  consisting  of freight fees and other  related  services
revenue,  totaled  $27,171,000 for the year ended December 31, 2003, as compared
with  $18,863,000  in the prior  year,  an increase of 44%.  Net  revenues  were
$5,076,000 for the year ended December 31, 2003, as compared with  $3,368,000 in
the prior year,  an increase of 51%.  Gross  revenues  from  brokerage  services
increased  to  $25,106,000  from  18,863,000  and  net  revenues   increased  to
$4,685,000 from $3,368,000 in the prior year. This increase is the direct result
of the  continued  expansion  of our agent  network  and  customer  base.  Gross
revenues from contract carrier  services,  which we began offering in 2003, were
$2,065,000  and net  revenues  were  391,000.  A  significant  portion  of these
revenues  and  earnings  occurred in the fourth  quarter.  The total net revenue
growth was 51% as compared with the gross revenue  increase of 44% is the result
of higher  margins in our  contract  carrier  division  and the  general  mix of
business at higher margins generated by our expanded sales agent base.

Costs and expenses

      Commissions  totaled  $2,955,000  for the year ended December 31, 2003, as
compared with  $1,827,000 in the prior year, an increase of 51%. As a percentage
of net revenues,  commissions were 58.2% for the year ended December 31, 2003 as
compared  with 54.2% in the prior year.  This  increase is the direct  result of
higher  commission  rates  paid to  sales  agents  related  to  competition  for
attracting new sales agent pursuant to our business expansion model.


                                       18


      Operating  expenses  totaled  $1,450,000  for the year ended  December 31,
2003,  as compared  with  $1,057,000  in the prior year.  As a percentage of net
revenues,  operating expenses were 28.6% for the year ended December 31, 2003 as
compared  with 31.4% in the prior year.  This  decrease is the direct  result of
management's ability to leverage selling, general and administrative expenses in
connection  with  business  expansion.  During 2003,  we moved our  headquarters
increasing  our space to 2,350 square  feet.  We have  increased  administrative
staff  commensurate  with the increase in transaction  volume. We presently have
adequate  facilities  and  management  to handle  the  present  and  anticipated
transaction volume in 2004 without significant increase in overhead.

      Investment  income,  primarily  consisting  of the  gain  on the  sale  of
marketable securities and dividend and interest income, yielded a gain of $6,000
for the year ended  December 31, 2003, as compared to $26,000 in the prior year.
This decrease is the direct result of the sale of  substantially  all marketable
securities during the year ended December 31, 2002.

      Interest  expense was  $131,000  for the year ended  December  31, 2003 as
compared with $154,000 in the prior year.  This decrease is primarily the result
of borrowings  pursuant to our $1.5 million line of credit,  secured in May 2003
at a interest rate of prime + 1/2% and the  corresponding  repayment in May 2003
of the $500,000 loan at an interest rate of 17%, originated in August 2002.

Income tax

      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 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 2003
the valuation allowance was reduced by $784,000. Income taxes of $16,000 for the
year ended December 31, 2002 related to the operating results net of the benefit
of the utilization of net operating loss carryforwards.

Net income

      Net income  totaled  $1,300,000  for the year ended  December 31, 2003, as
compared with $340,000 in the prior year.  This increase is the direct result of
the increase in revenues due the continuing  expansion of our operations and the
recognition on the deferred tax asset of $784,000.

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, in 2003, the introduction
and expansion of our contract  carrier agent and owner


                                       19


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, 2004,  we increased  gross  revenues from
$27.2 million to $46.5 million and had net income of $1,466,000 as compared with
$1,300,000  in the prior year.  As of December 31, 2004,  we had an  accumulated
deficit of $14.7  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  Sunteck's  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 Sunteck's  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,  2004,  we had  outstanding  $1,998,000  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 2005. 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 terms acceptable to us.

      At December  31,  2004,  we had liquid  assets of  approximately  $38,000.
Available cash is used to reduce borrowings on our line of credit.

      The total amount of debt  outstanding as of December 31, 2004 and 2003 was
$1,998,000 and $1,621,000,  respectively.  The following table presents our debt
instruments  and their weighted  average  interest rates as of December 31, 2004
and 2003, respectively:



                                                Weighted                         Weighted
                               Balance        Average Rate        Balance      Average Rate
                             --------------------------------------------------------------
                                         2004                              2003
                             --------------------------------------------------------------
                                                                       
      Subordinated Debt              --            --           $  575,000        12.0%
      Line of Credit         $1,998,000           5.2%          $1,046,000         4.5%


      Inflation  and changing  prices had no material  impact on our revenues or
the results of operations for the year ended December 31, 2004.

      In January  2004,  we sold  1,333,333  shares of our common stock for cash
proceeds  of  $417,000.


                                       20


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  management  estimates and  assumptions  are described  below.  Actual
results could differ  materially  from  management's  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.  As of December 31, 2004, we had a net
operating loss  carryforward of  approximately  $16.5 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  by  the  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 Pronouncements

      In December 2004, the Financial  Accounting  Standards Board (FASB) issued
Statement of Financial  Accounting  Standards  No. 123R,  "Share-Based  Payment"
(SFAS 123R),  replacing SFAS 123


                                       21


and  superseding  Accounting  Principles  Board Opinion No. 25,  "Accounting for
Stock Issued to  Employees"  (APB 25). SFAS 123R  requires  public  companies to
recognize  compensation  expense  for the cost of awards of equity  compensation
effective  July 1, 2005.  This  compensation  cost will be  measured as the fair
value of the award  estimated using an  option-pricing  model on the grant date.
The Company is currently evaluating the various transition provisions under SFAS
123R and will  adopt SFAS 123R  effective  July 1, 2005,  which is  expected  to
result in increased compensation expense in future periods.

      In December 2004, the FASB issued SFAS No. 153,  "Exchanges of Nonmonetary
Assets - an Amendment of APB No. 29" (SFAS 153). The amendments made by SFAS 153
are based on the  principle  that  exchanges  of  nonmonetary  assets  should be
measured  based  on  the  fair  value  of the  assets  exchanged.  Further,  the
amendments  eliminate the narrow exception for nonmonetary  exchanges of similar
productive  assets and  replace it with a broader  exception  for  exchanges  of
nonmonetary  assets that do not have  "commercial  substance."  This standard is
effective for  nonmonetary  asset  exchanges  occurring  after July 1, 2005. The
adoption of this standard is not expected to impact the  Company's  consolidated
financial statements.

Off-balance sheet arrangements

      We do not have any off-balance sheet arrangements.

Contractual Obligations



===================================================================================================================
                                                                        Payments due by period
                                                   ================================================================
             Contractual Obligations                            Less than 1                             More than 5
                                                     Total          year       1-3 years    3-5 years       years
===================================================================================================================
                                                                                            
[Long-Term Debt Obligations]
===================================================================================================================
[Capital (Finance) Lease Obligations]
===================================================================================================================
[Operating Lease Obligations]                      $  364,000   $    62,000     $141,000     $138,000      $23,000
===================================================================================================================
[Line of Credit]                                    1,998,000     1,998,000
===================================================================================================================
[Purchase Obligations]
===================================================================================================================
[Other Long-Term Liabilities Reflected on the
Company's Balance Sheet under the GAAP of the
primary financial statements]
===================================================================================================================
Total                                              $2,362,000   $ 2,060,000     $141,000     $138,000      $23,000
                                                   ----------   -----------     --------     --------      -------
===================================================================================================================



                                       22


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.  Our non-asset
based services include ground  transportation  coast to coast, local pick up and
delivery,  air freight and ocean freight.  We have strategic alliances with less
than  truckload,  truckload,  air, rail and ocean common carriers to service our
customers'   needs.  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  contractual  arrangements  with Sunteck 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,  Sunteck  operates a
transportation  services  business with revenue of  approximately  $46.5 million
during our most recently completed fiscal year.

      Our brokerage  services are provided though a network of independent sales
agents. As of February 22, 2005, we had 12 regional  operating centers providing
brokerage  services and  representatives  in 21 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.  We do no own any  trucking
equipment and have a network of independent  owner-operators  who lease onto our
operating authority and transport freight under the Sunteck name. As of February
22, 2005, we had seven regional  operating  centers  providing  contract carrier
services, representatives in nine states and 83 independent owner-operators.

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  in
21 states and Canada as  compared  to 15 states and Canada in March of 2004.  We
have also been  successful  in starting  and  expanding  our  contract  carriers
services as  evidenced  by the growth in owner  operators to 83 from 43 in March
2004.  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 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
agents on desirable economic terms.

Company background

      AutoInfo,  Inc. was  organized  under the laws of the State of New York in
1976 and reincorporated


                                       23


under the laws of Delaware in 1987.  On February 2, 2000,  we filed a disclosure
statement  and  reorganization  plan  pursuant  to Chapter 11 of Title 11 of the
United States Bankruptcy Code.

      On June 22,  2000,  we entered  into a Merger  Agreement  with  Sunteck in
exchange  for,  upon  closing,  ten million  shares of our common  stock,  which
constituted approximately 37% of our proposed outstanding common stock under our
Chapter 11 reorganization plan.

      On June 27, 2000,  our Amended  Disclosure  Statement  and Amended Plan of
Reorganization were approved by the Bankruptcy Court.

      On August 1, 2000,  we  announced  that the  Reorganization  Plan had been
confirmed and would become  effective,  without further action by the Bankruptcy
Court, upon the closing of the Sunteck merger, which occurred in December 2000.

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.


                                       24


      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 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 3,300 freight orders
per  month.  Our  sales  agents  in  our  12  regional   operating  centers  and
representatives in 21 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 1,000 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.


                                       25


      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 faculties to insure data integrity and safety.

Suppliers

      We use the  services  of various  third  party  transportation  companies.
During 2004, no significant  third party  provider  handled more than 10% of our
shipping volume (measured by revenue).

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 2004, 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 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 their 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 include 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.


                                       26


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
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.

Intellectual property

      "AUTOINFO" is our registered trademark and service mark.

Employees

      As of February 22, 2005, we had 196 full-time employees, independent sales
agents and  owner-


                                       27


operators. None of our employees are represented by a labor union and we believe
that our relationship with our employees, agents and owner-operators is good.

Available information

      Our website address is www.suntecktransport.com.  We are not including the
information  contained  on our  website  as  part  of,  or  incorporating  it by
reference  into, this  prospectus.  We make available free of charge through our
website our annual  report on Form  10-KSB,  quarterly  reports on Form  10-QSB,
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.

      In connection with the shares offered by this prospectus,  we have filed a
registration  statement on Form S-2 under the  Securities Act with the SEC. This
prospectus, filed as part of the 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 website
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 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. Our regional offices
are not owned or leased by us;  they are  owned or leased  and  operated  by our
independent sales agents.

Legal proceedings

      We are not a party to any material legal proceedings.


                                       28


                                   MANAGEMENT

Executive officers and directors

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



Name                          Age             Position
----                          ---             --------
                                        
Peter C. Einselen              65             Director
Thomas C. Robertson            59             Director
Harry Wachtel                  46             President, chief executive officer and director
Mark Weiss                     45             National account executive and director
William Wunderlich             57             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,  chief  financial
officer and a director  from 1988 to 2004 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.  From
1990 to 1991 he served as president of Guaranteed Federal Financial,  a mortgage
origination company.

      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.  From 1982 to 1994 he was president of
The Picture Place Ltd.  Inc., a retailer and wholesaler of  photographic,  video
and  art  equipment  and  supplies.  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.


                                       29


Compensation of directors

      We do not pay any directors' fees.  Directors are reimbursed for the costs
relating  to  attending  board  and  committee   meetings.   During  2003,  each
non-employee  director was granted  options to purchase a total of 77,500 shares
of our common stock at prices  ranging  from $0.11 to $0.24 per share,  the fair
market value on the date of grant.

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.  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-KSB.  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  Securities  and  Exchange
Commission  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 Commission'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(e) of  Regulation  B, and  "independent"  for  purposes of current and
recently-adopted   Nasdaq  listing   standards  and  Section  10A(m)(3)  of  the
Securities Exchange Act of 1934.


                                       30


                        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 2004 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 2004
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 Proxy
Statement does not exceed the $1 million limit,  and executive  compensation for
1997 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.


                                       31


                          Respectfully submitted,

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

                               COMPANY PERFORMANCE
        AND COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN AMONG AUTOINFO,
                          THE NASDAQ COMPOSITE INDEX,
                       AND THE NASDAQ 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.

            [PERFORMANCE GRAPH APPEARS HERE AND IS SUMMARIZED BELOW]

            NASDAQ COMPOSITE      NASDAQ TRANSPORTATION
                  INDEX                  INDEX               AUTOINFO, INC.

1999*              1.00                                           1.00

2000               0.61                   1.00                    0.38

2001               0.48                   1.11                    1.50

2002               0.33                   1.12                    2.38

2003               0.49                   1.51                    3.63

2004               0.53                   1.92                    7.63

----------
      o     No data is provided for the Nasdaq Transportation Index for the 1999
            year  as  such   period   pre-dates   AutoInfo's   entry   into  the
            transportation and logistics business.

                             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  2004,  2003 and 2002 whose  aggregate  compensation
exceeded $100,000 (Named Executive Officers).


                                       32




                                                                                         All other
Name and principal position                                    Salary         Bonus     compensation
--------------------------------------------                  --------      --------    ------------
                                                                                     
Harry Wachtel
President and chief executive officer
    2004 ...................................                  $205,000      $125,000          --
    2003 ...................................                  $175,000      $ 51,531          --
    2002 ...................................                  $175,000      $ 13,035          --

William Wunderlich
Executive vice president and chief financial
    officer
    2004 ...................................                  $100,000      $125,000          --
    2003 ...................................                  $ 93,750      $ 55,281          --
    2002 ...................................                  $ 75,000      $ 28,035          --

Mark Weiss
National account executive
    2004 ...................................                  $107,503            --          --
    2003 ...................................                  $118,592            --          --
    2002 ...................................                  $127,836            --          --


Option grants during the years ended December 31, 2004, 2003 and 2003

      Our  Compensation  Committee  did  not  grant  any  options  to the  named
executives  during the years ended December 31, 2004, 2003 or 2002. During 2004,
non-employee  directors  were  granted  options  to  purchase a total of 125,000
shares of our common stock at prices ranging from $0.29 to $0.60 per share,  the
fair market value on the date of grant.

      Option exercises and year-end option values.  The following table provides
information  with respect to options  exercised by the Named Executive  Officers
during 2004 and the number and value of  unexercised  options  held by the Named
Executive Officers as of December 31, 2004.

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



                                                                    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              --                 --                810,000             --          $413,000            --


----------
(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, 2004 of $0.61 per share.


                                       33


                      Equity Compensation Plan Information
                          Year Ended December 31, 2004



                                                                                              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 and 2003 Stock
   Option Plans)                                5,594,000               $      0.28                     450,000
Equity compensation plans not
   approved by security
   holders(1)                                          --                        --                          --
                                              ===========               ===========                 ===========

Total                                           5,594,000               $      0.28                     450,000
                                              ===========               ===========                 ===========


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

Employment agreements

      In  December  2000,  we entered  into  employment  agreements  (which were
subsequently amended and modified during 2003 and 2004) with Messrs. Wachtel and
Wunderlich  providing for their  employment,  as our chief executive officer and
chief  financial  officer,  respectively,  for terms expiring on March 31, 2006,
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  $205,000  and  $100,000,
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)
up to $1,250,000. Further, Mr. Wachtel's agreement provides, among other things,
that, if employment is terminated without cause (as defined) or if he terminates
his  employment for good reason (as defined) or within six months after a change
of  control  (as  defined),  we will pay him an amount  equal to his  respective
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


                                       34


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  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    website   at
www.suntecktransport.com.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In August 2001, we entered into a $500,000 line of credit  agreement  with
James T. Martin, a significant stockholder,  secured by our accounts receivable.
Interest on the outstanding  borrowings was 17% per annum,  payable quarterly in
arrears. This line of credit was repaid in full in May 2003. Interest of $35,000
was charged to operations in 2003.

      In December 2001, we lent $100,000 to the  father-in-law of Harry Wachtel,
our  president.  This loan bore interest at 4% per annum and was due in December
2006. This loan was repaid in March 2004.

      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 each of 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.


                                       35


         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.



                Name of                          Shares of Common Stock                      Percentage
          Beneficial Owner (1)                     Beneficially Owned                       Of Ownership
          --------------------                     ------------------                       ------------
                                                                                            
(i) Directors and Executive Officers
Harry Wachtel                                         7,560,000 (2)                               24.1%
Thomas C. Robertson                                     240,000 (3)                                  *
Peter C. Einselen                                       410,000 (3)                                1.3%
Mark Weiss                                              950,000 (5)                                3.0%
William I. Wunderlich                                 1,525,000 (4)(6)                             4.7%
All executive officers and directors as
a group (5 persons)                                   9,125,000 (7)                               28.0%

(ii) 5% Stockholders
James T. Martin                                       6,270,000                                   20.0%
Kinderhook Partners                                   5,159,236                                   16.4%


----------
*     Less than 1%

(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  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 is One Executive  Drive,  Suite 160, Fort Lee, NJ
      07024.

(2)   Includes  1,560,000  shares  with  respect to which Mr.  Wachtel  has been
      granted voting rights pursuant to voting proxy agreements.

(3)   Includes 180,000 shares issuable upon the exercise of stock options.

(4)   Includes 810,000 shares issuable upon the exercise of stock options.

(5)   Includes 950,000 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  610,000 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.


                                       36


                            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
16, 2005,  there were issued and outstanding  31,367,189  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.


                                       37


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 16, 2005, we had  outstanding  5,614,304 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 $0.31, and expire
between April 2005 and November  2013. Of the options  outstanding  at March 16,
2005, 2,321,379 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
Marc Weiss,  a  director,  granted to Harry  Wachtel,  our  president  and chief
executive   officer,   an  irrevocable   proxy  to  vote  610,000  and  950,000,
respectively,  of shares of our common  stock they  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.

Transfer agent

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


                                       38


                              SELLING STOCKHOLDERS

      Kinderhook Partners,  LP (Kinderhook)  acquired the shares of common stock
offered  hereby in three  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 $.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,  Kinderhook
acquired 727,500 shares of common stock from two of our affiliates,  Mr. Wachtel
and Mr. Wunderlich, in a private placement transaction, for $0.34 per share. Mr.
Shah  acquired his shares of common stock  offered  hereby in the November  2004
transaction 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 May 2, 2005,  by
the  selling  stockholder.  The number of shares in the column  labeled  "Shares
Being  Offered"  represent  all of the shares that the selling  stockholder  may
offer under this  prospectus.  The table  assumes  that the selling  stockholder
sells all of the shares.  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.



                                    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)...         5,159,236          16.4%           4,360,833         798,403             2.5%
Vinoray R. Shah                          22,500            (3)              22,500               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,


                                       39


but the selling  stockholders will pay any brokerage  commissions,  discounts or
other expenses relating to the sale of the shares, including attorneys' fees.

      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


                                       40


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:

      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

      The validity of the common stock offered by this prospectus will be passed
upon for us by Morse, Zelnick, Rose & Lander LLP, New York, New York.

                                     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,  2002 2003 and 2004 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


                                       41


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.


                                       42


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

                                4,383,333 Shares

                                       of

                                  Common Stock

                                 AUTOINFO, INC.

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

                                   PROSPECTUS

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

                               _________ ___, 2005

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



      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 ............................................................
Forward Looking Statements ..............................................
Use of Proceeds .........................................................
Dividend Policy .........................................................
Capitalization ..........................................................
Price Ranges of Our Common Stock ........................................
Selected Consolidated Financial Data ....................................
Management's Discussion and Analysis of Financial Condition and
  Results of Operations .................................................
Business ................................................................
Management ..............................................................
Certain Relationships and Related Party Transactions ....................
Security Ownership of Certain Beneficial Owners and Management ..........
Description of Securities ...............................................
Selling Stockholders ....................................................
Plan of Distribution ....................................................
Legal Matters ...........................................................
Experts .................................................................
Index to Financial Statements ...........................................    F-1

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



                         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, 2004 and 2003                 F-3

Consolidated Statements of Income for the Years Ended
         December 31, 2004, 2003 and 2002                                    F-4

Consolidated Statements of Stockholders' Equity for the Years Ended
         December 31, 2004, 2003 and 2002                                    F-5

Consolidated Statements of Cash Flows
         for the Years Ended December 31, 2004, 2003 and 2002                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


             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, 2004 and 2003, and the related  consolidated
statements of income, stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 2004. 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, 2004 and 2003 and the results of their  operations  and their
cash flows for each of the three years in the period ended  December 31, 2004 in
conformity with accounting principles generally accepted in the United States of
America.

February 11, 2005
Shelton, Connecticut


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


                                      F-2


                         AUTOINFO, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS



                  ASSETS (Note 2)
                                                                                           December 31
                                                                                 -------------------------------
                                                                                     2004               2003
                                                                                 ------------       ------------
                                                                                              
Current assets:
   Cash and cash equivalents                                                     $     38,000       $    133,000
   Accounts receivable, net of allowance for doubtful accounts
      of $125,000 and $60,000 as of December 31 2004 and 2003, respectively         9,658,000          4,881,000
   Loan receivable (Note 3)                                                                --            100,000
   Deferred income taxes  (Note 4)                                                    369,000            248,000
   Other current assets                                                               679,000            292,000
                                                                                 ------------       ------------

Total current assets                                                               10,744,000          5,654,000

Fixed assets, net of depreciation                                                      69,000             71,000

Deferred income taxes (Note 4)                                                        952,000            536,000

Other assets                                                                           30,000             25,000
                                                                                 ------------       ------------

                                                                                 $ 11,795,000       $  6,286,000
                                                                                 ============       ============

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Loan payable (Note 2)                                                         $  1,998,000       $  1,046,000
   Convertible subordinated debentures (Note 2)                                            --            575,000
   Accounts payable and accrued liabilities                                         5,385,000          2,773,000
                                                                                 ------------       ------------

Total current liabilities                                                           7,383,000          4,394,000
                                                                                 ------------       ------------

Commitments and contingencies (Note 5)

Stockholders' equity : (Note 6)
  Common stock - authorized 100,000,000 shares, $.001 par
     value; issue and outstanding 31,218,000 and 27,383,000 as
     of December 31, 2004 and 2003, respectively                                       31,000             27,000
  Other capital                                                                       324,000                 --
  Deferred compensation                                                              (277,000)                --
  Additional paid-in capital                                                       19,026,000         18,023,000
  Deficit                                                                         (14,692,000)       (16,158,000)
                                                                                 ------------       ------------

  Total stockholders' equity                                                        4,412,000          1,892,000
                                                                                 ------------       ------------

                                                                                 $ 11,795,000       $  6,286,000
                                                                                 ============       ============


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


                                      F-3


                         AUTOINFO, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME



                                                                  For The Years Ended December 31,
                                                        --------------------------------------------------
                                                           2004                2003                2002
                                                        ------------       ------------       ------------
                                                                                     
Gross revenues                                          $ 46,492,000       $ 27,171,000       $ 18,863,000
Cost of transportation                                    37,758,000         22,095,000         15,495,000
                                                        ------------       ------------       ------------

Net revenues                                               8,734,000          5,076,000          3,368,000
                                                        ------------       ------------       ------------

Commissions                                                5,179,000          2,955,000          1,827,000
Operating expenses                                         2,449,000          1,450,000          1,057,000
                                                        ------------       ------------       ------------
                                                           7,628,000          4,405,000          2,884,000
                                                        ------------       ------------       ------------

Income from operations                                     1,106,000            671,000            484,000
                                                        ------------       ------------       ------------

Other charges (credits):
   Investment income                                              --             (6,000)           (26,000)
   Interest expense                                          120,000            131,000            154,000
                                                        ------------       ------------       ------------
                                                             120,000            125,000            128,000
                                                        ------------       ------------       ------------

Income before income taxes (benefit)                         986,000            546,000            356,000
Income taxes (benefit)  (Note 4)                            (480,000)          (754,000)            16,000
                                                        ------------       ------------       ------------

Net income                                              $  1,466,000       $  1,300,000       $    340,000
                                                        ============       ============       ============

Net income per share (basic)                            $        .05       $        .05       $        .01
Net income per share (diluted)                          $        .04       $        .05       $        .01

Weighted average number of common shares (basic)          30,915,000         27,355,000         27,305,000

Weighted average number of common shares (diluted)        33,438,000         28,789,000         27,940,000


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


                                      F-4


                         AUTOINFO, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY



                                     Shares of
                                       Common                                                        Additional
                                       Stock          Common         Other          Deferred         Paid - In
                                    Outstanding        Stock        Capital       Compensation        Capital         Deficit
                                    -----------        -----        -------       ------------        -------         -------
                                                                                                 
Balance, January 1, 2002             27,298,000    $    27,000    $         --    $         --     $ 18,014,000    $(17,798,000)

Exercise of stock options                50,000             --                                            5,000

Net income                                                                                                              340,000
                                    -----------    -----------    ------------    ------------     ------------    ------------

Balance, December 31, 2002           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 2)              2,300,000          2,000                                          573,000

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

Options 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)
                                    ===========    ===========    ============    ============     ============    ============


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


                                      F-5


                         AUTOINFO, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                         For The Years Ended December 31,
                                                   -------------------------------------------
                                                       2004            2003            2002
                                                   -----------     -----------     -----------
                                                                          
Cash flows from operating activities:
  Net income                                       $ 1,466,000     $ 1,300,000     $   340,000
  Adjustments to reconcile net income to net
    cash used in  operating activities:
      Change in allowance for doubtful accounts         65,000              --          40,000
      Depreciation and amortization expenses            40,000          38,000          18,000
      Deferred compensation expense                     47,000              --              --
      Deferred income taxes                           (537,000)       (784,000)             --

Changes in assets and liabilities:
    Accounts receivable                             (4,842,000)     (1,885,000)     (1,678,000)
    Other current assets                              (398,000)       (218,000)         (9,000)
    Other assets                                       105,000          (2,000)        (23,000)
    Accounts payable and accrued liabilities         2,612,000         492,000       1,141,000
                                                   -----------     -----------     -----------

Net cash used in operating activities               (1,442,000)     (1,059,000)       (171,000)
                                                   -----------     -----------     -----------

Cash flows from investing activities:
    Capital expenditures                               (37,000)        (42,000)        (48,000)
    Redemption of short-term investments                    --              --          13,000
                                                   -----------     -----------     -----------

Net cash used in investing activities                  (37,000)        (42,000)        (35,000)
                                                   -----------     -----------     -----------

Cash flows from financing activities:
    Sale of common shares                              417,000

    Exercise of stock options                           15,000           4,000           5,000
    Increase in  borrowings                            952,000         546,000              --
                                                   -----------     -----------     -----------

Net cash  provided by  financing activities          1,384,000         550,000           5,000
                                                   -----------     -----------     -----------

Net change in cash and cash equivalents                (95,000)       (551,000)       (201,000)
Cash and cash equivalents, beginning of year           133,000         684,000         885,000
                                                   -----------     -----------     -----------

Cash and cash equivalents, end of year             $    38,000     $   133,000     $   684,000
                                                   ===========     ===========     ===========


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


                                      F-6


                         AUTOINFO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 and 2003

Note 1 - Business and Summary of Significant Accounting Policies

Business

      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.  Our non-asset
based services include ground  transportation  coast to coast, local pick up and
delivery,  air freight and ocean freight.  We have strategic alliances with less
than  truckload,  truckload,  air, rail and ocean common carriers to service our
customers'   needs.  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  contractual  arrangements  with Sunteck 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,  Sunteck  operates a
transportation  services  business  with  revenue of  approximately  $47 million
during our most recently completed fiscal year.

      Our brokerage  services are provided though a network of independent sales
agents. As of February 22, 2005, we had 12 regional  operating centers providing
brokerage  services and  representatives  in 21 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.  We do no own any  trucking
equipment and have a network of independent  owner-operators  who lease onto our
operating authority and transport freight under the Sunteck name. As of February
22, 2005, we had seven regional  operating  centers  providing  contract carrier
services, representatives in nine states and 83 independent owner-operators.

                   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


                                      F-7


& Logistics, Inc., collectively (Sunteck). All significant intercompany balances
and transactions have been eliminated in consolidation.

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.

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.

Cash and Cash Equivalents

      Cash and cash equivalents consist of cash in banks.

Fixed Assets

      Fixed assets as of December 31, 2004 and 2003, consisting predominantly of
furniture,  fixtures  and  equipment,  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  2,523,000 and 1,434,000 for the year ended  December 31, 2004
and 2003, respectively.

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.


                                      F-8


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.

      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.

New Accounting Pronouncements

      In December 2004, the Financial  Accounting  Standards Board (FASB) issued
Statement of Financial  Accounting  Standards  No. 123R,  "Share-Based  Payment"
(SFAS 123R),  replacing SFAS 123 and  superseding  Accounting  Principles  Board
Opinion No. 25,  "Accounting  for Stock Issued to Employees" (APB 25). SFAS 123R
requires  public  companies  to recognize  compensation  expense for the cost of
awards of equity  compensation  effective July 1, 2005. This  compensation  cost
will  be  measured  as  the  fair  value  of  the  award   estimated   using  an
option-pricing  model on the grant date. The Company is currently evaluating the
various transition provisions under SFAS 123R and will adopt SFAS 123R effective
July 1, 2005, which is expected to result in increased  compensation  expense in
future periods.

      In December 2004, the FASB issued SFAS No. 153,  "Exchanges of Nonmonetary
Assets - an Amendment of APB No. 29" (SFAS 153). The amendments made by SFAS 153
are based on the  principle  that  exchanges  of  nonmonetary  assets  should be
measured  based  on  the  fair  value  of the  assets  exchanged.  Further,  the
amendments  eliminate the narrow exception for nonmonetary  exchanges of similar
productive  assets and  replace it with a broader  exception  for  exchanges  of
nonmonetary  assets that do not have  "commercial  substance."  This standard is
effective for  nonmonetary  asset  exchanges  occurring  after July 1, 2005. The
adoption of this standard is not expected to impact the  Company's  consolidated
financial statements.

Segment Information

      The  Company  provides   transportation  capacity  and  related  logistics
services  through its integrated


                                      F-9


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.

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 2005. The line provides for interest
at the prime rate plus 1/2% and the maintenance of certain financial  covenants.
Interest of $59,000 and  $27,000  was  charged to  operations  in 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.

Convertible Subordinated Debentures

      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.

Note 3 - Loan Receivable

      In December 2001, the Company made a loan of $100,000 to the father-in-law
of Harry  Wachtel,  the president of the Company.  This loan bore interest at 4%
per annum and was repaid in full in March 2004.

Note 4- Income Taxes

      For the years ended  December 31, 2004,  2003 and 2002,  the provision for
income taxes consisted of the following:



                                                           2004                        2003                       2002
                                                 -----------------------     -----------------------
                                                  Current      Deferred       Current      Deferred       Current       Deferred
                                                 -------------------------------------------------------------------------------
                                                                                                     
Income tax expense before application
   of operating loss carryforwards               $ 393,000     $      --     $ 205,000     $      --     $ 131,000     $      --
Income tax expense (benefit) of
   Operating loss carryforwards                   (336,000)      336,000      (175,000)           --      (115,000)    $      --
   Change in valuation allowance                        --      (873,000)           --      (784,000)           --            --
                                                 ---------     ---------     ---------     ---------     ---------     ---------

   Income tax expense (benefit)                  $  57,000     $(537,000)    $  30,000     $(784,000)    $  16,000     $      --
                                                 ---------     ---------     ---------     ---------     ---------     ---------



                                      F-10


      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, 2004 and 2003.

                                                   2004         2003       2002
                                                 -------    --------------------
Federal Statutory Rate                              34.0%      34.0%       34.0%

State income taxes, net of federal benefit           5.7        3.6         4.5

Effect of:
   Utilization of operating loss carryforward      (34.0)     (34.0)      (34.0)
   Change in valuation allowance                   (88.4)    (141.6)         --
                                                 -------    -------------------
                                                   (48.7)%   (138.0)%       4.5%
                                                 =======    ===================

      Deferred taxes are comprised of the follot 6 0 wing at December 31, 2004
and 2003:

                                                  December 31,    December 31,
                                                      2004            2003
                                                  ------------    ------------
      Deferred tax asset:
           Net operating loss carryforward        $ 5,590,000     $ 5,926,000
                                                  -----------     -----------

      Gross  deferred tax asset                     5,590,000       5,926,000
      Less: valuation allowance                    (4,269,000)     (5,142,000)
                                                  -----------     -----------

      Deferred tax asset                          $ 1,321,000     $   784,000
                                                  ===========     ===========

      The deferred tax asset  represents  expected future tax savings  resulting
from the Company's net operating loss carryforward. As of December 31, 2004, the
Company has a net operating loss carryforward of approximately $16.5 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,  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 2004 and 2003 the  valuation  allowance was reduced by $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


                                      F-11


dates through April 2010.  Future minimum lease  payments are $62,000,  $68,000,
$73,000,  $67,000 and $70,000 for the years ended December 31, 2005, 2006, 2007,
2008 and 2009, respectively. Rent expense for the years ended December 31, 2004,
2003 and 2002 was $77,000, $53,000 and 77,000, respectively.

Other Agreements

      The Company has employment agreements with Messrs. Wachtel, the president,
and Wunderlich,  the executive vice president and chief financial officer of the
Company,  who are also  stockholders.  The  agreements  expire in March 2006 and
provide for minimum annual  compensation  of $205,000 and $100,000,  and bonuses
equal to 10% of the  Company's  consolidated  pre-tax  profit (as defined) up to
$1,250,000,  respectively.  Bonus  payments  to  each  of  Messrs.  Wachtel  and
Wunderlich  were  $125,000 for the year ended  December 31, 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 seven stock option  plans,  its 1985,  1986,  1989,  1992,
1997,  1999 and 2003 Plan  (collectively,  the Plans).  Pursuant to the Plans, a
total of 7,842,500 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.


                                      F-12


      Option activity for the years ended December 31, 2004, 2003 and 2002 was
as follows:



                                                     Granted                        Exercisable
                                          ------------------------------    ----------------------------
                                                             Weighted                        Weighted
                                           Number of          Average        Number of        Average
                                            Shares        Exercise Price       Shares     Exercise Price
                                          ----------      --------------    ----------    --------------
                                                                                
Outstanding at January 1, 2002             1,461,000               .10
Forfeited during the year                    (86,000)              .08
Exercised during the year                    (50,000)              .10
Granted during the year                    1,258,000               .13
                                          ----------        ----------

Outstanding at December 31, 2002           2,583,000               .11       1,005,000      $      .09
                                                                            ----------      ----------
Forfeited during the year                   (222,000)              .10
Exercised during the year                    (35,000)              .10
Granted during the year                    1,769,000               .20
                                          ----------        ----------

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

Outstanding December 31, 2004              5,594,000        $      .28       2,449,000      $      .15
                                          ----------        ----------      ----------      ----------


As of December 31, 2004, there were 450,000 shares of common stock available for
issuance pursuant to future stock option grants. Additional information
regarding options outstanding as of December 31, 2004 is as follows:



                                        Options outstanding                             Options exercisable
                                          Weighted average
                                             remaining                                                   Weighted
    Range of                              contractual lie    Weighted average                        average exercise
exercise prices             Shares            (years)         exercise price          Shares               price
                                                                                           
   $ .06 - .10              965,000             4.28             $ .093               965,000             $ .093
     .11 - .20            1,760,000             7.99               .152             1,096,000               .143
     .24 - .37            1,001,000             5.10               .295               367,000               .292
     .41 - .62            1,868,000             5.16               .478                21,000               .600
----------------------------------------------------------------------------------------------------------------------
   $ .06 - .62            5,594,000             5.89             $ .276             2,449,000             $ .150
----------------------------------------------------------------------------------------------------------------------


Weighted average fair value of options granted:
                              2004                               $  .42
                              2003                               $  .20
                              2002                               $  .13


                                      F-13


The fair value of each option  grant is estimated on the date of grant using the
Black  Scholes  option  pricing  model  with  the  following   weighted  average
assumptions by grant year. Adjustments for forfeitures are made as they occur.

                                            2004           2003          2002
                                            ----------------------------------

Risk-free interest rate                      3.00%         3.00%         3.00%
Expected dividend yield                         0%            0%            0%
Expected volatility factor                  25.24%        41.06%        39.26%
Expected option term, in years               5.48            10            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, accounts receivable, loans receivable,  accounts payable and accrued
liabilities,  loans payable and convertible  subordinated debentures are carried
at amounts which reasonably approximate fair value.

Note 8 - Quarterly Results of Operations (Unaudited)



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



                                      F-14


Note 9 - Supplemental Disclosure of Cash Flow Information

Cash paid for interest in 2004, 2003 and 2002 was $59,000, $131,000 and
$147,000, respectively.

The Company paid no income taxes in 2004, 2003 and 2002.


                                      F-15


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

      Item 14. Other Expenses of Issuance and Distribution.

         The following are the expenses of the issuance and distribution of the
securities being registered, other than underwriting commissions and expenses,
all of which will be paid by the Company. Other than the SEC registration fee
all of such expenses are estimated.

Registration fee.................................................$        258.00
Printing and Edgar Conversion expenses...........................$      1,500.00
Accounting fees and expenses.....................................$      1,000.00
Legal fees and expenses..........................................$     10,000.00
Transfer agent and registrar fees and expenses...................$         00.00
Miscellaneous....................................................$        242.00

         Total...................................................$     13,000.00
                                                                 ===============

Item 15..Indemnification of Directors and Officers

      Section 145 of the Delaware General Corporation Law grants us the power to
indemnify our  directors and officers  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts  paid in  settlement  in  connection  with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation - a
"derivative  action"),  if  they  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard is
applicable in the case of derivative actions,  except that  indemnification only
extends to expenses (including  attorneys' fees) incurred in connection with the
defense or settlement of such actions,  and the statute  requires court approval
before  there  can  be  any   indemnification   in  which  the  person   seeking
indemnification  has been found liable to the corporation.  The statute provides
that it is not  exclusive  of other  indemnification  that may be  granted  by a
corporation's  charter,  bylaws,  disinterested director vote, stockholder vote,
agreement or otherwise.

      Our  Certificate  of  Incorporation  provides  that we indemnify  and hold
harmless each of our directors and officers to the fullest extent  authorized by
the Delaware General  Corporation  Law, against all expense,  liability and loss
(including  attorney's fees,  judgments,  fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith.

      Our Certificate of Incorporation also provides that a director will not be
personally  liable to us or to our  stockholders for monetary damages for breach
of the fiduciary  duty of care as a director.  This provision does not eliminate
or limit the liability of a director:

      o     for breach of his or her duty of loyalty to us or to our
            stockholders;

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



      o     under Section 174 of the Delaware General Corporation Law (relating
            to unlawful payments or dividends or unlawful stock repurchases or
            redemptions); or

      o     for any improper benefit.

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



Item 16. Exhibits

Exhibit
  No.                              Description
-------                            -----------

No. 3A            Certificate of Incorporation of the Company, as amended. (9)

No. 3B            Amended and Restated By-Laws of the Company. (5)

No. 4A            Specimen Stock Certificate. (2)
                     
No. 5A            Opinion of Morse, Zelnick, Rose and Lander, LLP*
       
No. 9A            Voting  Agreement  dated June 1, 2001 among Harry Wachtel,  on
                  the one  hand and  William  Wunderlich  and Marc  Weiss on the
                  other hand

No. 10A           1986 Stock Option Plan. (1)

No. 10B           1989 Stock Option Plan. (3)

No. 10C           1992 Stock Option Plan. (4)

No. 10D           1997 Stock Option Plan. (6)

No. 10E           1997 Non-Employee Stock Option Plan. (6)

No. 10F           1999 Stock Option Plan. (8)

No. 10G           Form of Agreement and Plan of  Reorganization  among AutoInfo,
                  Inc. on the one hand, and Sunteck Transport Co., Inc., et al.,
                  on the other hand, dated June 22, 2000. (7)

No. 10H           Form of Debenture dated December 6, 2000. (7)

No. 10I           Employment  Agreement  between  AutoInfo,  Inc.  and  Harry M.
                  Wachtel dated as of December 7, 2000. (9)

No. 10J           Employment  Agreement  between  AutoInfo,   Inc.  and  William
                  Wunderlich dated December 7, 2000. (9)

No. 10K           Amendment to Employment  Agreement between AutoInfo,  Inc. and
                  Harry M. Wachtel dated as of May 7, 2004. (11)

No. 10L           Amendment to Employment  Agreement between AutoInfo,  Inc. and
                  William Wunderlich dated May 7, 2004. (11)

No. 10M           Stock Purchase Agreement between AutoInfo,  Inc and Kinderhook
                  Partners, LP dated January 21, 2004.(10)

No. 10N           Registration  Rights  Agreement  between  AutoInfo,  Inc.  and
                  Kinderhook Partners, LP, et al,



                  dated October 4, 2004.(11)

No. 10O           First  Amendment  to Revolving  Credit and Security  Agreement
                  between Wachovia Bank and AutoInfo, Inc., et al (11)

No. 21A           Subsidiaries of the Registrant. (11)

No. 23A           Consent  of  Dworken,  Hillman,  LaMorte  &  Sterczala,  P.C.,
                  independent registered public accounting firm.

No. 23B           Consent of Morse,  Zelnick,  Rose & Lander,  LLP  (included in
                  Exhibit 5.1)*

No. 24A           Power of Attorney *

----------
*     Previously filed

(1)   This  Exhibit was filed as an Exhibit to our  definitive  proxy  statement
      dated October 20, 1986 and is incorporated herein by reference.

(2)   This  Exhibit was filed as Exhibit to our  Registration  Statement on Form
      S-1 (File No. 33-15465) and is incorporated herein by reference.

(3)   This  Exhibit was filed as an Exhibit to our  definitive  proxy  statement
      dated September 25, 1989 and is incorporated herein by reference.

(4)   This Exhibit was filed as an Exhibit our definitive  proxy statement dated
      October 2, 1992 and is incorporated herein by reference.

(5)   This  Exhibit  was filed as an Exhibit to our  Current  Report on Form 8-K
      dated March 30, 1995 and is incorporated herein by reference.

(6)   This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for
      the year ended December 31, 1997 and is incorporated herein by reference.

(7)   This  Exhibit  was filed as an Exhibit to our  Current  Report on Form 8-K
      dated December 6, 2000 and is incorporated herein by reference.

(8)   This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for
      the year ended December 31, 1999 and is incorporated herein by reference.

(9)   This  Exhibit was filed as an Exhibit to our Annual  Report on Form 10-KSB
      for the year  ended  December  31,  2000  and is  incorporated  herein  by
      reference.

(10)  This  Exhibit was filed as an Exhibit to our Annual  Report on Form 10-KSB
      for the year  ended  December  31,  2003  and is  incorporated  herein  by
      reference.

(11)  This  Exhibit was filed as an Exhibit to our Annual  Report on Form 10-KSB
      for the year  ended  December  31,  2004  and is  incorporated  herein  by
      reference.



Item 17. Undertakings

      A.    The undersigned Registrant hereby undertakes:

            (1) to file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement to:

                  (i) include any prospectus required by Section 10(a)(3) of the
Securities Act;

                  (ii)  reflect in the  prospectus  any facts or events  arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement; and

                  (iii) include any additional or changed  material  information
with  respect  to  the  plan  of  distribution  disclosed  in  the  Registration
Statement.

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

            (4)
            For the purpose of  determining  any liability  under the Securities
Act, each  post-effective  amendment that contains a form of prospectus shall be
deemed to be a new  Registration  Statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      B. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing  provisions,  or otherwise,  the small
business  issuer has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against such  liabilities  (other than the payment by the small
business  issuer  of  expenses  incurred  or  paid  by a  director,  officer  or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities  being  registered,  the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-2 and has duly caused this Amendment No. 1 to
this Registration Statement to be signed on its behalf by the undersigned, there
unto duly  authorized,  in the City of Boca  Raton,  State of Florida on May 25,
2005.

                                      AUTOINFO, INC.


                                      By: /s/ Harry Wachtel
                                          --------------------------------------
                                          Harry Wachtel, Chief Executive Officer

      In accordance  with the  requirements  of the  Securities  Act of 1933, as
amended,  the  following  persons  have  signed  this  Amendment  No.  1 to this
Registration Statement in the capacities indicated on the date set forth above.

           Signature                                       Title
           ---------                                       -----

/s/ Harry Wachtel                        Chief Executive Officer, President and
-------------------------------------    Director (principal executive officer)
Harry Wachtel

/s/ William W. Wunderlich                Chief Financial and Accounting Officer
-------------------------------------    (principal financial officer)
William W. Wunderlich

* Mark Weiss                             Director
-------------------------------------
Mark Weiss

*Peter C. Einselen                       Director
-------------------------------------
Peter C. Einselen

* Thomas C. Roberston                    Director
-------------------------------------
Thomas C. Roberston
-------------------------------------

/s/ Harry Wachtel
-------------------------------------
* By: Harry Wachtel, Attorney in fact