UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2011~~2012

Commission file number: 001-11497

AUTOINFO, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		13-2867481
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

6413 Congress Ave – Suite 260

Boca Raton, Florida 33487

(Address of Principal Executive Offices)

Registrant's telephone number, including area code: 561 - 988 - 9456

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark if disclosure of of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer ¨ ~~Accelerated~~Non-accelerated filer ¨ ~~Non-accelerated~~Accelerated filer ¨ Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The aggregate market value of the voting common stock held by non-affiliates of the registrant as June 3029, ~~2011~~2012, the last business day of the registrant’s most recently completed second fiscal quarter, was (based upon the closing price on the Nasdaq ~~Over-the-Counter~~ OTC Bulletin Board of $ 0.5885 per share) approximately $57,~~862~~186,000.

The number of shares outstanding of the registrant's common stock, $.001 par value, as of March 1222, ~~2012~~2013, was 34,~~135~~343,~~123~~215 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None.

AUTOINFO, INC.

Annual Report on Form 10-K

TABLE OF CONTENTS

		Page	~~Page~~
PART I		2	2
Item 1.	Business	2	2
Item 1A.	Risk Factors	9	7
Item 1B.	Unresolved Staff Comments	16	13
Item 2.	Properties	16	13
Item 3.	Legal Proceedings	16	13
Item 4.	Mine Safety Disclosure	16	13
PART II		16	14
Item 5.	Market for our Common Equity, Related Stockholder Matters and Purchases of Equity Securities	16	14
Item 6.	Selected Consolidated Financial Data	17	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18	16
Item 7A.	Quantitative and Qualitative Disclosures About market Risk	27	23
Item 8.	Financial Statements and Supplementary Data	27	23
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	27	23
Item 9A	Controls and Procedures	27	23
Item 9B.	Other Information	28	24
PART III		28	25
Item 10.	Directors, Executive Officers and Corporate Governance	28	25
Item 11.	Executive Compensation	33	29
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37	33
Item 13.	Certain Relationships and Related Transactions, and Director Independence	39	34
Item 14.	Principal Accounting Fees and Services	39	35
PART IV		40	35
Item 15.	Exhibits and Financial Statement Schedules	40	35

FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, 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. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which discloses all material factors known to us that we believe could cause actual results to differ materially from those expressed or implied by forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

PART I

Item 1. BUSINESS

Overview

Through our wholly-owned subsidiaries, Sunteck Transport Group, Inc. (“Sunteck”) ~~and~~ , E-Transport Group, Inc. and Equipment Finance Solution, Inc., AutoInfo, Inc., a Delaware corporation (collectively, “we,” “us,” “our” or “AutoInfo”), is a non-asset based transportation services company, providing transportation capacity and related transportation services to shippers throughout the United States, and ~~to a lesser extent,~~ Canada. As a non-asset based provider of brokerage and contract carrier transportation services, 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 services include ground transportation coast to coast, local pick-up and delivery, air freight and ocean freight. Our business services emphasize safety, information coordination and customer service and are delivered through a network of independent commissioned sales agents and third party ~~capacity~~ capacity providers coordinated by us. The independent commissioned sales agents typically enter into exclusive contractual ~~arrangements~~ 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.

The agent support services segment includes an array of services that we provide to our agent network to support and encourage the expansion of our agents’ businesses, primarily financial support through interest bearing long-term loans, sales-type leases (which facilitate the acquisition of trucks by owner-operators), and non-interest bearing short-term loans, as well as other services including training, margin analysis, marketing assistance, industry and market segment data and business analysis tools. Revenue in this segment consists primarily of interest earned on interest bearing loans and profits and interest earned on sales-type leases.

On July 8, 2011, we entered into an Asset Purchase Agreement (the “Acquisition Agreement”) with Eleets Transportation Company, Inc., a Florida corporation (the “Significant Agent”), to acquire substantially all of the operations of the Significant Agent’s truck agent business. This principally consisted of the future revenue stream generated by independent agents, customers and owner-operators already under contract with us and operating under our authorities and licenses, which were managed by the Significant Agent, and ~~for~~ for which the Significant Agent received 100% of the net revenue earned. The purchase price totaled approximately $10 million and ~~principally~~ principally consisted of an unconditional release and discharge of the Significant Agent from approximately $9.4 million of indebtedness ~~due~~ due to us plus the assumption of certain liabilities. The impact of this acquisition on our 2011 financial statements and operating results was, for the period July through December, to reduce interest income earned on the discharge of indebtedness, decrease commission expense and increase direct operating expenses associated with the operation of the acquired truck agent business.

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 customers’ needs. Our brokerage and contract carrier services are provided through a network of independent sales agents throughout the United States and Canada. During our most recently completed fiscal year, we generated revenue, income from operations and net income of approximately $~~320~~278.02 million, $67.4 million and $34.64 million, respectively.

Strategy

Our strategy is to continue to expand through affiliations with independent sales agents and through internal expansion. We have expanded our sales agent network to include representatives throughout the United States and Canada. In addition, we have experienced internal expansion as many of our existing agents have expanded their customer base and increased the number of transactions they generate. We intend to seek, on a selective basis, additional acquisitions of businesses that have services which complement and expand our existing services, and provide us with strategic distribution locations or attractive customer bases. Our ability to implement our growth strategy will be dependent on our ability to identify and affiliate with these agents on mutually acceptable terms.

Recent Developments – Entry into Merger Agreement for the Potential Sale of AutoInfo

On February 28, 2013, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Autoinfo, AutoInfo Holdings, LLC., a Delaware limited liability company (“Parent”), and AutoInfo Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub shall be merged with and into Autoinfo, and the separate corporate existence of Merger Sub shall thereupon cease, and Autoinfo shall continue as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent (the “Merger”). The Merger Agreement was unanimously approved by our Board of Directors (the “Board”), based on the recommendation of a Special Committee of the Board (the “Special Committee”) that was formed to evaluate and negotiate the terms of the sale.

At the time the Merger becomes effective pursuant to the terms and conditions of the Merger Agreement and under Delaware law (the “Effective Time”): (a) each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, (b) each share of our common stock issued and outstanding immediately prior to the Effective Time (other than shares owned by Autoinfo, Parent or Merger Sub, and shares owned by our stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) will automatically be cancelled and converted into the right to receive $1.05 in cash, without interest (the “Merger Consideration”); and (c) each option outstanding (whether or not then vested or exercisable) that represents the right to acquire shares of our common stock will be cancelled and terminated whereby the holder of any such options to acquire our common stock shall receive an amount for each such option equal to the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable in respect of such share of common stock issuable upon exercise of such options.

The Merger Agreement contains customary representations, warranties and covenants. The consummation of the Merger is subject to customary conditions, including, without limitation, (a) approval by the holders of a majority of our outstanding shares of common stock entitled to vote on the Merger and (b) the absence of any law, order, injunction or other legal restraint prohibiting the Merger. Moreover, each party’s obligation to consummate the Merger is subject to certain other conditions, including, without limitation, (i) the accuracy of the other party’s representations and warranties (subject to customary qualifiers), (ii) the other party’s compliance with its covenants and agreements contained in the Merger Agreement (subject to customary qualifiers), (iii) certain required consents having been obtained, (iv) there not being any Company Material Adverse Effect (as defined in the Merger Agreement), and (v) there not being holders of more than 5% of the shares of our common stock with respect to which appraisal rights have been properly exercised.

From the date of the Merger Agreement, we are subject to customary “no-shop” restrictions on our ability to solicit or respond to alternative takeover proposals from third parties, furnish information to and engage in discussions with third parties regarding alternative takeover proposals, recommend an alternative takeover proposal or enter into an agreement with respect to an alternative takeover proposal. The “no-shop” provision, however, is subject to a customary “fiduciary-out” provision, which provides that, at any point prior to the time stockholder approval is obtained, the Board may change its recommendation to our stockholders or enter into a definitive agreement with respect to an unsolicited, bona fide takeover proposal, if and only if, prior to taking such action, the Board has determined in good faith, after consultation with independent financial advisors and outside legal counsel, (a) that failure to take such action would violate the directors’ fiduciary duties to our stockholders under Delaware law and (b) that the Takeover Proposal (as defined in the Merger Agreement) constitutes a Superior Proposal(as defined in the Merger Agreement); provided, however, that (a) we have given Parent at least five (5) business days’ prior written notice of its intention to take such action and has provided a copy of the relevant proposed transaction agreements disclosing the party making such Takeover Proposal, (b) we have negotiated in good faith with Parent during such five (5) business day notice period (to the extent Parent wishes to negotiate) to enable Parent to revise the terms of the Merger Agreement such as to cause such Takeover Proposal to no longer constitute a Superior Proposal, (c) following the end of such five (5) business day notice period, the Board will have considered in good faith any changes to the Merger Agreement proposed in writing by Parent and will have determined that the Superior Proposal would continue to constitute a Superior Proposal if such revised terms offered by Parent were given effect, and (d) in the event of any changes to the terms of such Superior Proposal, we shall have delivered to Parent an additional notice and a new five (5) business day notice period.

The Merger Agreement contains certain termination rights for us and Parent, including our right under certain circumstances to terminate the Merger Agreement to accept a Superior Proposal and enter into a definitive agreement with respect thereto. Upon termination of the Merger Agreement under specified circumstances, including termination of the Merger Agreement to accept a Superior Proposal and enter into a definitive agreement with respect thereto, we are required to pay Parent a termination fee of $1.5 million and reimburse Parent for out-of-pocket expenses actually incurred not to exceed $1.25 million. Upon termination of the Merger Agreement by us under certain specified circumstances, Parent and Merger Sub are required to pay us a termination fee of $1.5 million.

The representations, warranties and covenants made in the Merger Agreement (a) have been made only for purposes of the Merger Agreement, (b) have been qualified by confidential disclosures made to Parent and Merger Sub in connection with the Merger Agreement, (c) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (e) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding us or our business. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in our public disclosures.

The foregoing descriptions of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 5, 2013, and the terms of which are incorporated herein by reference. . The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding us that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that we file with the SEC.

The Board, acting upon the recommendation of the Special Committee, has approved the adoption of the Merger Agreement and consummation of the Merger and recommended adoption of the Merger Agreement and consummation of the Merger by our stockholders. The transactions contemplated under the Merger Agreement are expected to close in the second quarter of 2013.

As a condition to Parent entering into the Merger Agreement, on February 28, 2013, Peter C. Einselen, Mark K. Patterson, Thomas C. Robertson, Harry Wachtel, Mark Weiss, Michael P. Williams and William I. Wunderlich, in each case a stockholder and/or an option holder of AutoInfo and members of our management and/or members of the Board, entered into a voting agreement with Parent (the “Voting Agreement”), whereby each voting stockholder party to the Voting Agreement agreed to vote all of the shares of our common stock beneficially owned (or of record) by such voting stockholder, including, but not limited to, any shares of common stock that such voting stockholder has the right to vote due to any agreement, proxy or other similar right (i) in favor of adoption of the Merger Agreement and in favor of the Merger, (ii) against (A) any proposal made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or any other Transaction (as defined in the Merger Agreement), (B) any Takeover Proposal, (C) any change in ourmanagement or the Board (other than as contemplated by the Merger Agreement), and (D) any action or agreement that the voting stockholders party to the Voting Agreement actually knows, or reasonably expects, would result in a breach of any representation, warranty, covenant or agreement or any other obligation of us under the Merger Agreement or of such voting stockholder party to the Voting Agreement. The voting stockholder parties to the Voting Agreement own approximately 22.3% of the voting power of shares entitled to vote on the Merger.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 5, 2013, and the terms of which are incorporated herein by reference.

Company background

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

The industry

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

The present market for freight moved by truck is estimated 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~~freight containers on 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:

·	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.

·	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.

Logistics

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

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

Third party logistics companies provide numerous services to clients on an outsourced basis, by contract and on demand. The continued growth of this industry has created secondary market opportunities to provide low-cost delivery to the endpoint, in addition to supply chain services of warehousing, inventory management and electronic interface with 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, our sales agents throughout the United States and Canada receive customers’ freight requirements daily. All agents make appropriate carrier arrangements for the pick-up and timely delivery of customers’ freight.

In our contract carrier services, our sales agents 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.

The agent support services segment includes an array of services that we provide to our agent network to support and encourage the expansion of our agents’ businesses, primarily financial support through interest bearing long-term loans, sales-type leases (which facilitate the acquisition of trucks by owner-operators), and non-interest bearing short-term loans, as well as other services including training, margin analysis, marketing assistance, industry and market segment data, and business analysis tools. Revenue in this segment consists primarily of interest earned on interest bearing loans and profits and interest earned on sales-type leases.

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 from our Florida corporate headquarters. We use these reports to monitor customer logistics and transportation usage, track customer and carrier historical data, generate detailed financial and accounting data and provide our customers with details of their supply chain activity. We maintain dual off-site storage and back-up facilities to insure data integrity and ~~safety~~security.

Suppliers

We use the services of various third party transportation companies. During ~~2011~~2012, no third party ~~provider~~transportation company 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 ~~2011~~2012, 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.

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

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

Our growth model is focused on adding sales agents in strategic markets as well as, through our agent support services, providing capital, training and support for expansion and growth. As our 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 current 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 with 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.

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 Federal Motor Carrier Safety Administration, an agency of 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. While this requirement by the DOT is for a $ 10,000 surety bond, we maintain $100,000. 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 $750,000 of general liability insurance. Accordingly, we maintain $2,000,000 of general liability insurance and $500,000 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 take possession of the freight and therefore do not assume legal liability for loss or damage to freight and 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. We maintain an additional $90,000 surety bond to distinguish ourselves from other brokers. In addition, we maintain $500,000 of contingent cargo liability insurance and $2,000,000 of primary truck brokers liability insurance.

In our contract carrier services, ~~business~~independent owner-operators deliver our transportation services pursuant to our operating licenses and authorities. We are responsible for compliance with federal and state safety regulations concerning our operation as a “for hire” motor carrier service. In addition to public safety, we are primarily liable for property damage, personal injury and loss or damage to our customers’ freight. We maintain $2,000,000 of primary auto liability insurance as well as cargo liability insurance coverage with a policy limit of $500,000 per occurrence. WeWhile claims against us relating to such matters have occurred in the ordinary course of business, we have not incurred any material losses to date. Any such losses in excess of insurance limits would be accounted for as incurred for financial reporting purposes.

Employees

As of March 1222, ~~2012~~2013 we had 80100 full-time employees. None of our employees are represented by a labor union and we believe that our relationship with our employees is good.

Available Information

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

The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., 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.

Item 1A.

RISK FACTORS

In addition to the other information provided in this report, you should carefully consider the following factors in evaluating our business, operations and financial condition. Additional risks and uncertainties not presently known to us, that we currently deem immaterial or that are similar to those faced by other companies in our industry or business in general, such as competitive conditions, may also impair our business operations.

The occurrence of any of the following risks could have a material adverse effect on our business, financial condition and results of operations.

WeRisks ~~are~~related ~~dependent~~to ~~upon independent commissioned sales agents who have direct relationships with~~ our ~~customers.~~business

~~A substantial~~We ~~portion~~are ofdependent ~~our~~upon ~~business is originated by our network of~~ independent commissioned sales agents~~. Most~~ ofwho ~~these~~have ~~sales~~direct ~~agents work~~relationships with us on an exclusive basis pursuant to contracts with terms ranging from one to five years. However, certain agent contracts are terminable upon thirty days notice by either party. These contracts typically contain non-compete and non-solicitation provisions. Notwithstanding these provisions, we may not be able to restrict the ability of a former agent from competing with us following termination. As a result, if sales representatives terminate their affiliation with us, our ~~revenue and results of operations could be adversely affected~~customers.

IfA wesubstantial ~~are~~portion of ~~unable~~our tobusiness ~~expand~~is ~~the~~originated ~~number of~~by our network of independent sales agents. Most of these sales agents work with us on an exclusive basis pursuant to contracts with terms ranging from one to five years. However, orcertain ifagent acontracts ~~significant~~are ~~number~~terminable upon thirty days notice by either party. These contracts typically contain non-compete and non-solicitation provisions. Notwithstanding these provisions, we may not be able to restrict the ability of ~~our~~a ~~existing~~former ~~sales~~agent ~~agents~~from ~~leave~~competing with us following termination. As a result, ~~our~~if ~~ability~~sales torepresentatives ~~increase~~terminate their affiliation with us, our revenue and results of operations could be ~~negatively impacted~~adversely affected.

~~Our~~If ~~ability~~we are unable to expand ~~our~~ ~~business~~the ~~will~~number of ~~depend, in part, on~~ our ~~ability to attract additional~~ sales agents~~. Competition for qualified brokerage agents can be intense~~, ~~and~~or weif ~~may~~a besignificant ~~unable~~number toof ~~attract~~our ~~such~~existing ~~persons. Any difficulties we experience in expanding~~ sales agents ~~could~~leave ~~have a~~us, ~~negative impact on~~ our ability to ~~expand our customer base,~~ increase our revenue, ~~and~~could be ~~continue~~negatively ~~our growth~~impacted.

InOur ~~addition,~~ability weto ~~must~~expand ~~retain~~ our ~~current~~business ~~sales~~will ~~agents~~depend, ~~and~~in ~~properly~~part, ~~incentivize~~on ~~them~~our ability to ~~obtain~~attract ~~new~~additional ~~customers~~sales ~~and~~agents. ~~maintain~~Competition ~~existing~~for ~~customer~~qualified ~~relationships.~~brokerage agents Ifcan abe ~~significant~~intense, ~~number~~and ofwe ~~our~~may ~~sales~~be ~~agents~~unable ~~leave~~to ~~us,~~attract ~~our~~such ~~revenue~~persons. ~~could~~Any bedifficulties ~~negatively~~we ~~impacted.~~experience Ain ~~significant~~expanding ~~increase~~sales inagents ~~the~~could ~~turnover~~have ~~rate~~a ~~among~~negative impact on our ~~current~~ability ~~sales~~to ~~agents~~expand ~~could~~our ~~also~~customer base, increase our ~~recruiting~~revenue, ~~costs~~ and ~~decrease~~continue our ~~operating efficiency~~growth.

7In addition, we must retain our current sales agents and properly incentivize them to obtain new customers and maintain existing customer relationships. If a significant number of our sales agents leave us, our revenue could be negatively impacted. A significant increase in the turnover rate among our current sales agents could also increase our recruiting costs and decrease our operating efficiency.

~~As part of our business, we periodically extend uncollateralized loans and advances to our independent sales agents and have collection risk associated therewith.~~9

As part of our ~~agent support services~~business, we periodically extend uncollateralized loans and~~/or~~ advances, ~~often uncollateralized,~~ to our independent sales agents ~~to support~~ and encourage the expansion of their businesses. Recovery of these loans and advances depends to a large extent on the borrowers’ ability to generate revenue, which essentially is commissions on sales that they generate. If the agent is not successful in generating sales, or if the agent or we should decide to disaffiliate from each other, our ability to recover these loan amounts may be impaired which could have acollection ~~material~~risk ~~adverse~~associated ~~effect on our financial statements~~therewith.

WeAs ~~are~~part ~~dependent~~of onour ~~third~~agent support ~~party~~services, ~~capacity~~we periodically extend loans and/or advances, often uncollateralized, to our independent sales agents to support ~~providers~~and encourage the expansion of their businesses. Recovery of these loans and advances depends to a large extent on the borrowers’ ability to generate revenue, which essentially is commissions on sales that they generate. If the agent is not successful in generating sales, or if the agent or we should decide to disaffiliate from each other, our ability to recover these loan amounts may be impaired which could have a material adverse effect on our financial statements

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

~~Our~~We do not own trucks or other transportation equipment and rely on third- party ~~carriers~~capacity ~~must~~providers, ~~meet~~including ~~our needs~~independent ~~and~~owner-operators, ~~expectations~~unrelated trucking companies, railroads and ~~those~~air ofcargo carriers to transport freight for our customers,. We compete with motor carriers and other ~~their~~third ~~inability~~parties tofor dothe soservices 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 ~~adversely~~have ~~affect~~a material adverse effect on our results of operations and revenue.

Our ~~business depends to a large extent on our ability to provide consistent, high quality, technology~~third-~~enabled~~party ~~transportation~~carriers ~~and~~must ~~logistics~~meet ~~solutions. We do not own or control the transportation assets that deliver~~ our ~~customers’ freight, and we do not employ the people directly~~ ~~involved~~needs ~~in delivering the freight. We rely on third parties to provide less-than-truckload, truckload~~ and, ~~intermodal brokerage and domestic air services and to report certain information to us~~expectations, ~~including information relating to delivery status~~ and ~~freight claims.~~those ~~This~~of ~~reliance could cause delays in providing~~ our customers ~~with timely delivery of freight and important service data~~, ~~and~~ ~~in the financial reporting of certain events, including recognizing revenue~~ and ~~recording~~their ~~claims.~~inability ~~If we are unable~~ to ~~secure sufficient transportation services to meet our customer’s commitments, or if any of the third parties we rely on~~ do ~~not~~so ~~meet our~~could ~~needs~~adversely oraffect ~~expectations, or those of~~ our ~~customers, our~~ results of operations ~~could be adversely affected, and our customers could switch to our competitors temporarily or permanently~~.

Our business depends to a large extent on our ability to provide consistent, high quality, technology-enabled transportation and logistics solutions. We do not own or control the transportation assets that deliver our customers’ freight, and we do not employ the people directly involved in delivering the freight. We rely on third parties to provide less-than-truckload, truckload and, intermodal brokerage and domestic air services and to report certain information to us, including information relating to delivery status and freight claims. This reliance could cause delays in providing our customers with timely delivery of freight and important service data, and in the financial reporting of certain events, including recognizing revenue and recording claims. If we are unable to ~~maintain~~secure sufficient ~~the~~transportation ~~level~~services to meet our customer’s commitments, or if any of ~~service~~the third parties we ~~currently~~rely on do not meet ~~provide~~our toneeds or expectations, or those of our customers, our ~~reputation~~results ~~may~~of operations could be ~~damaged~~adversely affected, ~~resulting~~and inour acustomers could ~~loss~~switch ofto ~~business~~our competitors temporarily or permanently.

WeIf ~~compete~~we ~~with~~are ~~other transportation~~unable ~~providers~~to ~~based~~maintain ~~on reliability, delivery time, security, visibility, and personalized service. Our reputation is based on~~ the level of ~~customer~~ service ~~that~~ we currently provide. Ifto ~~this~~our ~~level of service deteriorates~~customers, orour ifreputation wemay ~~are~~be ~~prevented from~~damaged, ~~delivering~~resulting ~~on our services~~ in a ~~timely,~~loss ~~reliable,~~of ~~safe and secure manner, our reputation and~~ business ~~may suffer~~.

~~Our~~We ~~reliance~~compete with other transportation providers based on ~~independent~~reliability, ~~owner-operators~~delivery time, security, visibility, and personalized service. Our reputation is tobased on the level of customer service that we currently provide. ~~transportation~~If ~~services~~this tolevel of service deteriorates, or if we are prevented from delivering on our ~~customers~~services ~~could~~in ~~limit~~a timely, reliable, safe and secure manner, our ~~expansion~~reputation and business may suffer.

Our ~~transportation services~~reliance ~~are~~on ~~conducted in part by~~ independent owner-operators~~, who are generally responsible for paying for their own equipment,~~ ~~fuel and other operating costs. Our independent owner-operators are responsible for providing the tractors and trailers they use related~~ to ~~our~~provide ~~business.~~transportation Certain factors, such as increases in fuel costs, insurance costs, and the cost of new and used tractors, or reduced financing sources available to independent owner-operators for the purchase of equipment, could create a difficult operating environment for independent owner-operators. Turnover and bankruptcy among independent owner-operators in the over-the-road freight sector, often limits the pool of qualified independent owner-operators and increases the competition among carriers for their services~~. If~~ ~~we are required~~ to ~~increase the amounts paid to independent owner-operators in order to obtain their services,~~ our ~~results~~customers ~~of operations~~ could belimit ~~adversely affected to the extent increased expenses are not offset by higher freight rates. Additionally,~~ our ~~agreements~~ ~~with our independent owner-operators are terminable by either party upon short notice and without penalty~~expansion. Consequently, we regularly need to recruit qualified independent owner-operators to replace those who have left our pool. If we are unable to retain our existing independent owner-operators or recruit new independent owner-operators, our results of operations and ability to expand could be adversely affected.

8Our transportation services are conducted in part by independent owner-operators, who are generally responsible for paying for their own equipment, fuel and other operating costs. Our independent owner-operators are responsible for providing the tractors and trailers they use related to our business. Certain factors, such as increases in fuel costs, insurance costs, and the cost of new and used tractors, or reduced financing sources available to independent owner-operators for the purchase of equipment, could create a difficult operating environment for independent owner-operators. Turnover and bankruptcy among independent owner-operators in the over-the-road freight sector, often limits the pool of qualified independent owner-operators and increases the competition among carriers for their services. If we are required to increase the amounts paid to independent owner-operators in order to obtain their services, our results of operations could be adversely affected to the extent increased expenses are not offset by higher freight rates. Additionally, our agreements with our independent owner-operators are terminable by either party upon short notice and without penalty. Consequently, we regularly need to recruit qualified independent owner-operators to replace those who have left our pool. If we are unable to retain our existing independent owner-operators or recruit new independent owner-operators, our results of operations and ability to expand could be adversely affected.

~~A decrease in levels of capacity in the over-the-road freight sector could have an adverse impact on our business.~~10

~~The~~A ~~current~~decrease ~~operating environment~~in levels of capacity in the over-the-road freight ~~sector resulting from fluctuating fuel costs and other economic factors is beginning to~~ ~~cause a reduction in capacity in the~~ sector ~~generally, and in our carrier network specifically, which~~ could have an adverse impact on ~~our ability to execute our business strategy and~~ on our business.

~~Decreased~~The current operating ~~demand~~environment ~~for~~in ~~transportation~~the ~~services~~over-the-road freight sector resulting from fluctuating fuel costs and other economic factors is beginning to cause a reduction in capacity in the sector generally, and in our carrier network specifically, which could ~~adversely~~have ~~affect~~an adverse impact on our ~~operating~~ability ~~results~~to execute our business strategy and on our business.

~~The transportation~~Decreased ~~industry~~demand ~~historically~~for has experienced cyclical financial results as a result of slowdowns in economic activity, the business cycles of customers, price increases by capacity providers, interest rate fluctuations, and other economic factors beyond our control. Certain of our third party capacity providers can be expected to charge higher prices to cover increased operating expenses, and our operating income may decline if we are unable to pass through to our customers the full amount of these higher transportation ~~costs.~~ Ifservices acould ~~slowdown~~adversely inaffect ~~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~~.

~~One~~The ortransportation industry ~~more~~historically ~~significant~~has ~~claims~~experienced cyclical financial results as a result of slowdowns in economic activity, the business cycles of customers, price increases by capacity providers, interest rate fluctuations, and other economic factors beyond our control. ~~failure~~Certain of our third party capacity providers can be expected to ~~adequately~~charge ~~reserve~~higher ~~for~~prices ~~such~~to ~~claims~~cover increased operating expenses, orand our operating income may decline if we are unable to pass through to our customers the ~~cost~~full amount of ~~maintaining~~these higher transportation costs. If a slowdown in economic activity or a downturn in our ~~insurance~~customers’ ~~for~~business ~~such~~cycles ~~claims,~~causes ~~could~~a ~~have~~reduction anin ~~adverse~~the volume ~~effect~~of onfreight shipped by those customers, our operating results ofcould ~~operations~~be materially adversely affected.

WeOne use the services of thousands of transportation companies and their drivers in connection with our transportation operations. From time to time, these drivers are involved in accidents and goods carried by these drivers are lost or ~~damaged,~~more ~~and~~significant ~~the carriers may not have adequate insurance coverage. Such accidents usually result in equipment damage and~~claims, ~~unfortunately, can also result in injuries or death. Although these drivers are not~~ our ~~employees and all of these drivers are independent contractors or work for third-party carriers,~~ ~~from~~failure ~~time~~ to ~~time~~adequately ~~claims~~reserve ~~may be asserted against us~~ for ~~their~~such ~~actions~~claims, or ~~for our actions in retaining them. Claims against us may exceed~~ the ~~amount~~cost of maintaining our insurance ~~coverage, or may not be covered by insurance at all. A material increase in the frequency or severity of accidents, claims~~ for ~~lost or damaged goods, liability claims, or workers compensation claims, or unfavorable resolutions of any~~ such claims, could adversely affect our results of operations to the extent claims are not covered by our insurance or such losses exceed our reserves. Significant increases in insurance costs or the inability to purchase insurance as a result of these claims could also reduce our profitability and have an adverse effect on our results of operations.

AIn ~~significant~~our orcontract ~~prolonged~~carrier services, ~~economic~~independent owner-operators deliver our transportation services pursuant to our operating licenses and authorities. We ~~downturn~~are responsible for compliance with federal and state safety regulations concerning our operation as a “for hire” motor carrier service. In addition to public safety, ~~particularly~~we ~~the~~are ~~current~~primarily ~~downturn~~liable infor ~~the~~property ~~over-the-road~~damage, personal injury and loss or damage to our customers’ freight. Claims ~~sector~~against us may exceed the amount of our insurance coverage, or amay ~~substantial~~not ~~downturn~~be covered by insurance at all. A material increase in ~~our~~the ~~customers’~~frequency or severity of accidents, claims for lost or damaged goods, liability ~~business~~claims, or workers compensation claims, or unfavorable resolutions of any such claims, could adversely affect our ~~revenue~~results of operations to the extent claims are not covered by our insurance or such losses exceed our reserves. Significant increases in insurance costs or the inability to purchase insurance as a result of these claims could also reduce our profitability and have an adverse effect on our results of operations.

~~The~~In ~~over-the-road~~our ~~freight~~brokerage services ~~sector~~business, ~~has~~we ~~historically~~use ~~experienced~~the ~~cyclical~~services ~~fluctuations~~of inthousands ~~financial~~of ~~results~~transportation ~~due~~companies ~~to,~~and ~~among~~their ~~other~~drivers ~~things, economic recession, downturns~~ in ~~business~~connection ~~cycles,~~with ~~increasing~~our ~~costs and taxes~~transportation operations. From ~~Fluctuations~~time into ~~energy prices~~time, ~~price~~these ~~increases~~drivers byare ~~carriers,~~involved ~~changes~~ in ~~regulatory~~ ~~standards,~~accidents ~~license~~ and ~~registration~~goods ~~fees,~~carried ~~interest~~by ~~rate~~these ~~fluctuations~~drivers ~~and~~are ~~other~~lost ~~economic~~or ~~factors~~damaged, and ~~beyond~~the ~~our~~carriers ~~control. All~~may ofnot ~~these~~have ~~factors~~adequate ~~could~~insurance ~~increase~~coverage. Such ~~the~~accidents ~~operating~~usually ~~costs~~result ofin aequipment ~~vehicle~~damage and ~~impact~~can ~~capacity~~also result ~~levels~~ in ~~the~~injuries ~~over-the-road~~or ~~freight sector~~death. ~~Carriers~~ Although ~~may~~these ~~charge~~drivers ~~higher~~are ~~prices~~not toour ~~cover~~employees ~~higher~~and ~~operating~~all ~~expenses,~~of ~~and~~these ~~our~~drivers ~~operating~~are ~~income~~independent ~~may~~contractors or ~~decrease~~work iffor wethird-party ~~are~~carriers, ~~unable~~from ~~to pass~~time ~~through~~ to ~~our~~time ~~customers~~claims ~~the~~may ~~full~~be ~~amount~~asserted ofagainst ~~higher~~us ~~purchased~~for ~~transportation~~their ~~costs.~~actions ~~Additionally,~~or ~~economic~~for ~~conditions~~our ~~may~~actions ~~adversely~~in retaining ~~affect~~them. There ~~our~~is ~~customers,~~no ~~their~~assurance ~~need~~that ~~for~~we ~~our~~will ~~services,~~not orincur ~~their~~costs ~~ability~~in toconnection ~~pay~~with ~~for~~such ~~our~~claims. ~~services~~.

9A significant or prolonged economic downturn, particularly the current downturn in the over-the-road freight sector, or a substantial downturn in our customers’ business, could adversely affect our revenue and results of operations.

The ~~cost~~over-the-road offreight sector ~~compliance~~has ~~with~~historically experienced cyclical fluctuations in financial results due to, ~~liability~~among other things, economic recession, ~~for~~downturns ~~violations~~in ofbusiness cycles, orincreasing ~~modifications~~costs toand ~~existing~~taxes. orFluctuations ~~future~~in ~~governmental~~energy ~~regulations~~prices, ~~could~~price ~~adversely~~increases ~~affect~~by carriers, changes in regulatory standards, license and registration fees, interest rate fluctuations and other economic factors beyond our ~~business~~control. All of these factors could increase the operating costs of a vehicle and ~~results~~impact capacity levels in the over-the-road freight sector. Carriers may charge higher prices to cover higher operating expenses, and our operating income may decrease if we are unable to pass through to our customers the full amount of ~~operations~~higher purchased transportation costs. Additionally, economic conditions may adversely affect our customers, their need for our services, or their ability to pay for our services.

Our operations are subject to certain federal, state and local regulatory requirements. These regulations and requirements are subject to change based on new legislation and regulatory initiatives, which could affect the economics of the transportation industry by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services. The DOT, and its agencies, such as the Federal Motor Carrier Safety Administration, and various state and local agencies exercise broad powers over our business, generally governing such activities as engaging in motor carrier operations, freight forwarding, and freight brokerage operations, as well as regulating safely. As a motor carrier authorized by the DOT, we must comply with the safety and fitness regulations promulgated by the DOT, including those relating to drug and alcohol testing, driver qualification and hours-of service. There also are regulations specifically relating to the trucking industry, including testing and specifications of equipment, product handling requirements and hazardous material requirements. In addition, we must comply with certain safety, insurance, and bonding requirements promulgated by the DOT and various stale agencies. Compliance with existing, new, or more stringent measures could disrupt or impede the timing of our deliveries and our ability to satisfy the needs of our customers. In addition, we may experience an increase in operating costs, such as security costs, as a result of governmental regulations that have been and will be adopted in response to terrorist activities and potential terrorist activities. The cost of compliance with existing or future measures could adversely affect our results of operations. Further, we could become subject to liabilities as a result of a failure to comply with applicable regulations.11

IfThe ~~our~~cost ~~independent~~of ~~contractors~~compliance ~~are~~with, ~~deemed~~liability byfor ~~regulators~~violations of, or modifications to beexisting ~~employees,~~or future governmental regulations could adversely affect our business and results of operations ~~could be adversely affected~~.

~~Tax~~Our operations are subject to certain federal, state and ~~other~~local regulatory ~~authorities~~ ~~have~~requirements. inThese ~~the~~regulations ~~past~~and ~~sought~~requirements are subject to ~~assert~~change ~~that~~based on ~~independent~~new ~~contractors~~legislation inand ~~the~~regulatory ~~trucking~~initiatives, ~~industry~~which ~~are~~could ~~employees~~affect ~~rather~~the ~~than~~economics ~~independent contractors.~~of ~~There~~the ~~can~~transportation beindustry noby ~~assurance~~requiring ~~that~~changes in ~~these~~operating ~~authorities~~practices ~~will~~or ~~not~~influencing ~~successfully~~the ~~assert~~demand ~~this~~for, ~~position~~and orthe ~~that~~cost ~~tax~~of ~~laws~~providing, transportation services. The DOT, and ~~other~~its agencies, ~~laws~~such ~~that~~as ~~currently~~the ~~consider~~Federal ~~these~~Motor ~~persons~~Carrier ~~independent~~Safety ~~contractors~~Administration, ~~will~~and ~~not~~various ~~change.~~state Ifand ~~our~~local ~~independent~~agencies ~~contractors~~exercise ~~are~~broad ~~determined to~~powers beover our ~~employees~~business, generally wegoverning ~~would~~such ~~incur~~activities ~~additional~~as ~~exposure~~engaging ~~under~~in ~~federal~~motor ~~and~~carrier ~~state~~operations, ~~law~~freight forwarding, ~~workers~~and ~~compensation~~freight brokerage operations, as ~~unemployment~~well ~~benefits~~as regulating safely. As a motor carrier authorized by the DOT, we must comply with the safety and fitness regulations ~~labor~~promulgated by the DOT, ~~employment~~including those relating to drug and alcohol testing, driver qualification and ~~tort~~hours-of ~~laws~~service. There also are regulations specifically relating to the trucking industry, including ~~for~~testing ~~prior~~and ~~periods~~specifications of equipment, asproduct handling ~~well~~requirements asand ~~potential~~hazardous ~~liability~~material ~~for~~requirements. ~~employee~~In ~~benefits~~addition, we must comply with certain safety, insurance, and ~~tax~~bonding requirements ~~withholdings~~promulgated by the DOT and various state agencies. ~~Our~~ ~~business~~Compliance ~~model~~with ~~relies~~existing, onnew, ~~the~~or ~~fact~~more ~~that~~stringent ~~our~~measures ~~independent~~could disrupt ~~contractors~~or ~~are~~impede ~~independent~~the ~~contractors~~timing of our deliveries and ~~not~~our ~~deemed~~ability to besatisfy the needs of our ~~employees~~customers. In addition, we may experience ~~and~~an ~~exposure~~increase toin ~~any~~operating ofcosts, ~~the~~such ~~above~~as ~~factors~~security ~~could~~costs, as a result of governmental regulations that have anbeen ~~adverse~~and ~~effect~~will onbe ~~our~~adopted in ~~business~~response to terrorist activities and potential terrorist activities. The cost of compliance with existing or future measures could adversely affect our results of operations. Further, we could become subject to liabilities as a result of a failure to comply with applicable regulations.

WeIf ~~have~~our ~~limited~~independent ~~marketing~~contractors ~~and~~are ~~sales~~deemed ~~capabilities~~by regulators to be employees, our business and ~~must~~results ~~make~~of ~~sales~~operations incould ~~fragmented~~be ~~markets~~adversely affected.

~~Our~~Tax ~~future~~and ~~success~~other regulatory ~~depends,~~authorities have in the past sought to aassert ~~great~~that ~~extent,~~independent oncontractors ~~our~~in ~~ability~~the totrucking industry are employees rather than independent contractors. There can be no assurance that these authorities will not successfully ~~market~~assert ~~our~~this ~~services~~position ~~through~~or ~~our~~that ~~network~~tax oflaws and other laws that currently consider these persons independent ~~agents.~~contractors ~~Our~~will ~~sales and~~not ~~marketing~~change. ~~capabilities~~If ~~are~~our ~~more~~independent ~~limited~~contractors ~~than~~are ~~many~~determined to ofbe our ~~competitors~~employees, ~~who~~we ~~have~~would ~~captive~~incur ~~internal~~additional ~~sales~~exposure ~~forces~~under federal and ~~greater~~state ~~financial~~law, workers compensation, unemployment benefits, ~~resources~~labor, ~~than~~employment, ~~us.~~and Wetort ~~cannot~~laws, ~~assure~~including ~~you~~for ~~that~~prior ~~any~~periods, ~~marketing~~as well as potential liability for employee benefits and ~~sales~~tax ~~efforts~~withholdings. Our ~~undertaken~~business model relies on the fact that our ~~behalf~~independent ~~will~~contractors beare ~~successful~~independent orcontractors ~~will~~and not deemed to be our employees, ~~result~~and inexposure to any ~~significant~~of ~~sales~~the above factors could have an adverse effect on our business and results of operations.

~~Our~~We ~~industry~~have islimited ~~intensely~~marketing ~~competitive,~~and ~~which~~sales capabilities ~~may~~and ~~adversely affect~~must ~~our~~make ~~operations~~sales ~~and~~in ~~financial~~fragmented ~~results~~markets.

~~All our~~Our ~~markets~~future ~~are~~success depends, ~~intensely~~to ~~competitive~~a ~~and~~great ~~numerous~~extent, ~~companies~~on ~~offer~~our ~~services~~ability ~~that~~to ~~compete~~successfully ~~with~~market our services. Wethrough ~~anticipate~~our ~~that competition~~network ~~for~~of ~~our~~independent ~~services~~agents. ~~will~~Our ~~continue~~sales and tomarketing ~~increase.~~capabilities ~~Many~~are more limited than many of our competitors who have ~~substantially~~captive ~~greater~~internal ~~capital~~sales ~~resources,~~forces ~~sales~~ and ~~marketing~~greater financial resources ~~and~~than ~~experience~~us. We cannot assure you that weany ~~will~~marketing beand ~~able~~sales toefforts ~~effectively~~undertaken ~~compete~~on ~~with~~ our ~~competitors~~behalf inwill be successful or will ~~effecting~~result ~~our~~in ~~business~~any ~~expansion~~significant ~~plans~~sales.

10Our industry is intensely competitive, which may adversely affect our operations and financial results.

WeAll our ~~depend~~markets onare ~~the~~intensely ~~continued~~competitive and numerous companies offer services that compete with our services. We anticipate that competition for our services will continue to increase. Many of our ~~CEO~~competitors have substantially greater capital resources, ~~president~~sales and marketing resources and ~~chief~~experience. ~~financial~~We ~~officer~~cannot assure you that we will be able to effectively compete with our competitors in effecting our business expansion plans.

Our future success depends, in part, on the continuing efforts of our CEO, Harry Wachtel, who conceived our strategic plan and is responsible for executing that plan, our president, Michael Williams, and our chief financial officer, William Wunderlich. We do not have “key man” insurance on any of them. If we lose any of their services, our business, operations and financial condition would be materially adversely affected.12

We ~~must~~depend ~~attract~~on ~~and~~the ~~retain~~continued ~~qualified~~services ~~personnel~~of our CEO, president and chief financial officer.

AsOur wefuture ~~implement our~~success ~~business~~depends, ~~growth~~in ~~strategy~~part, ~~significant~~on ~~demands~~the ~~will~~continuing beefforts ~~placed~~of on our ~~managerial~~CEO, ~~financial~~Harry ~~and~~Wachtel, ~~other~~who ~~resources.~~conceived ~~One~~our ofstrategic ~~the~~plan ~~keys to~~and ~~our~~is ~~future~~responsible ~~success~~for executing ~~will~~that beplan, our ~~ability~~president, toMichael ~~attract~~Williams, and ~~retain~~our ~~highly~~chief ~~qualified~~financial ~~marketing~~officer, ~~sales~~William ~~and administrative personnel~~Wunderlich. ~~Competition~~ ~~for~~We ~~qualified~~do ~~personnel~~not ~~in these areas is intense and we will be competing for their services with companies that~~ have “key ~~substantially~~man” ~~greater~~insurance ~~resources~~on ~~than~~any weof dothem. WeIf ~~cannot assure you that~~ we ~~will~~lose beany ~~able~~of totheir ~~identify~~services, ~~attract and retain personnel with skills and experience necessary and relevant to the future operations of~~ our business., ~~Our~~operations ~~inability~~and tofinancial ~~retain~~condition orwould ~~attract~~be ~~qualified~~materially ~~personnel~~adversely ~~in these areas could have a material adverse effect on our business and results of operations~~affected.

We ~~may~~must ~~require~~attract ~~additional~~and ~~financing in~~retain ~~the future, which may not be available on acceptable terms~~qualified personnel.

~~Depending~~As onwe ~~our~~implement ~~ability~~our tobusiness ~~generate~~growth ~~revenues~~strategy, wesignificant ~~may~~demands ~~require~~will ~~additional~~be ~~funds~~placed toon ~~expand~~ our ~~business operations~~managerial, ~~broaden~~financial ~~the~~and ~~markets~~other ~~that~~resources. weOne ~~serve~~of ~~and~~the keys ~~for~~to ~~working~~our ~~capital~~future ~~and~~success ~~general~~will ~~corporate~~be ~~purposes.~~our ~~Any~~ability ~~additional~~to ~~equity~~attract ~~financing~~and ~~may~~retain behighly ~~dilutive~~qualified ~~to stockholders~~marketing, sales and ~~debt~~administrative ~~financings~~personnel. ~~may~~Competition ~~involve~~for ~~restrictive~~qualified ~~covenants~~personnel ~~that~~in ~~limit~~these ~~our~~areas ~~ability~~is tointense ~~make~~and ~~decisions that~~ we ~~believe~~ will be incompeting ~~our~~for ~~best~~their ~~interests.~~services Inwith ~~the~~companies that have ~~event~~substantially greater resources than we do. We cannot ~~obtain~~assure ~~additional~~you ~~financing~~that onwe ~~terms~~will ~~acceptable~~be able to usidentify, ~~when~~attract ~~required,~~and ~~our~~retain ~~ability~~personnel with skills and experience necessary and relevant to ~~expand~~the future operations ~~may~~of beour ~~materially~~business. Our inability to retain or attract ~~adversely~~qualified ~~affected~~personnel in these areas could have a material adverse effect on our business and results of operations.

~~Our~~We ~~principal~~may ~~stockholders~~require ~~have~~additional ~~substantial~~financing ~~control~~in ~~over~~the ~~our~~future, ~~affairs~~which may not be available on acceptable terms.

AsDepending ofon ~~March~~our ~~12, 2012,~~ability ~~our~~to ~~president,~~generate ~~Harry Wachtel~~revenues, ~~beneficially~~we ~~owned~~may ~~approximately~~require ~~18.4%~~additional offunds ~~the~~to ~~issued~~expand ~~and outstanding shares of~~ our ~~common~~business ~~stock. Further~~operations, ~~James~~broaden T.the ~~Martin~~markets ~~and~~that ~~Kinderhook~~we ~~Partners,~~serve ~~LP owned approximately 16.5%~~ and for ~~18.4,~~working ~~respectively,~~capital ~~of the issued~~ and ~~outstanding shares~~general ofcorporate ~~our common stock~~purposes. AsAny aadditional ~~result,~~equity ~~any~~financing ~~one~~may orbe adilutive ~~combination~~to ~~of Mr. Wachtel~~stockholders, ~~Mr.~~and ~~Martin,~~debt orfinancings may ~~Kinderhook~~involve ~~Partners,~~restrictive LPcovenants ~~could assert~~that ~~control~~limit ~~over~~ our ~~affairs,~~ability ~~including~~to ~~the~~make ~~election~~decisions ofthat ~~directors~~we ~~and~~believe ~~any~~will ~~proposals~~be ~~regarding~~in aour ~~sale~~best ~~of the company or its assets or a merger~~interests. In ~~addition, this concentration of ownership could have~~ the event ~~effect~~we ofcannot ~~delaying,~~obtain ~~deferring~~additional orfinancing ~~preventing~~on aterms ~~change~~acceptable ~~in control~~to orus ~~impeding~~when ~~a merger or consolidation~~required, ~~takeover~~our orability ~~other~~to ~~business~~expand ~~combination~~operations ~~which you, as a stockholder,~~ may ~~otherwise~~be materially ~~view~~adversely ~~favorably~~affected.

~~Our~~Risks ~~stock~~related ~~price~~to isthe ~~volatile~~proposed ~~and could be further affected by events not within our control.~~Merger

The ~~market~~Merger ~~price~~Agreement ~~of our~~we ~~common~~entered ~~stock~~into on ~~has~~February ~~historically~~28, ~~experienced~~2013 ~~and~~is ~~may~~subject ~~continue~~ to ~~experience~~closing ~~significant~~conditions ~~volatility.~~and ~~For~~other ~~the~~uncertainties, ~~52-week~~many ~~period~~of ~~ended March~~which ~~12,~~are ~~2012,~~outside of our ~~closing~~control. ~~stock~~Failure of ~~price~~the ~~has~~Merger ~~ranged~~to ~~from~~close ~~$0.87~~may tohave ~~$0.49.~~material Onadverse ~~March~~effect ~~12,~~upon ~~2012,~~ our ~~closing~~financial ~~stock~~results ~~price~~and ~~was~~business $0operations.~~79.~~

~~The trading price of our common stock has been volatile and will continue to be subject to:~~13

·On ~~volatility~~February 28, 2013, we entered into the Merger Agreement relating to the sale of AutoInfo to an affiliate of Comvest Partners, a private equity firm. The respective obligations of the parties to the Merger Agreement to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including: (i) the adoption of the Merger Agreement by our stockholders; (ii) there not being any temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any governmental authority or other law, rule, legal restraint or prohibition in effect preventing, restraining or rendering illegal the ~~trading~~consummation ~~markets~~of ~~generally~~the Merger; (iii) the accuracy of the representations and warranties of the parties; (iv) compliance by the parties with their respective obligations under the Merger Agreement; (v) the receipt of required consents; (vi) there not having occurred a material adverse effect with respect to AutoInfo; (vii) the receipt of written resignation letters from each of the members of the Board; and (viii) stockholders holding no more than 5% of the shares of AutoInfo’s common stock having exercised appraisal rights under Delaware law. Failure to meet these conditions, among others, could give rise to termination rights under the Merger Agreement. In certain termination events we will be required to pay a termination fee of $1.5 million and reimburse expenses of up to $1.25 million, in addition to the payment of fees and expenses we will have incurred with respect to the proposed Merger.

11Further, there are incremental risks and uncertainties related to the Merger Agreement and the transactions contemplated thereunder that may affect us, many of which are outside of our control, including the following:

·• ~~fluctuations~~the inoccurrence ~~our~~of ~~quarterly~~any ~~operating~~event, ~~results;~~change ~~and~~or other circumstance that could give rise to the termination of the Merger Agreement;

·• ~~announcements~~the ~~regarding~~inability ~~our~~to ~~business~~complete the Merger due to the failure to obtain stockholder approval or the ~~business~~failure to satisfy other conditions required for the consummation of ~~our~~the ~~competitors.~~Merger;

~~Statements~~• orfailure ~~changes in opinions, ratings~~ or ~~earnings~~delay ~~estimates made by brokerage firms or industry analysts relating to the markets~~ in ~~which~~consummation ~~we operate or expect to operate could also have an adverse effect on the market price~~ of ~~our common stock. In addition,~~ the ~~stock~~Merger ~~market as a whole is currently experiencing extreme price and volume fluctuations which have particularly affected the market price~~ for ~~the securities~~other ~~of many small-cap companies and which often have been unrelated to the operating performance of these companies.~~reasons;

~~The~~• ~~price~~that ~~of our common stock may be adversely affected by~~ the ~~possible~~proposed ~~issuance~~transaction ofdisrupts ~~shares~~current ofplans ~~our~~and ~~common stock as a result of the exercise of outstanding options.~~operations;

We• ~~have~~potential ~~granted~~difficulties ~~options covering~~in ~~approximately~~employee ~~9.0~~and ~~million~~agent ~~shares~~retention ofas ~~our common stock. As~~ a result of the ~~actual or potential sale of these shares into the market, our common stock price may decrease.~~Merger;

~~Future~~• ~~sales~~the effect of ~~our~~the ~~common~~announcement ~~stock~~of ~~may adversely~~the ~~affect~~Merger on our ~~common~~customer ~~stock~~relationships, ~~price.~~operating results and business generally;

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~~diversion ~~price~~ of our ~~common~~management’s ~~stock~~attention ~~could~~from ~~decline significantly. In addition, the perception in the public market that~~ our ~~stockholders~~ongoing ~~might~~business ~~sell a large number of shares of common stock could cause a decline in the market price of our common stock.~~concerns;

~~Some~~• ~~provisions~~the inoutcome ~~our~~of ~~charter~~any ~~documents and~~legal ~~bylaws~~proceedings that may ~~have~~be ~~anti-takeover~~instituted ~~effects.~~against us and/or others relating to the Merger Agreement;

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

We• ~~have~~the ~~agreed~~amounts toof ~~limitations~~the oncosts, ~~the potential~~fees, ~~liability~~expenses ofand ~~our~~charges ~~directors~~related to the Merger.

~~Our~~There ~~certificate~~is ~~of incorporation~~no ~~provides~~ assurance that, inthe ~~general,~~Merger ~~directors~~ will ~~not~~ be ~~personally~~consummated ~~liable~~and ~~for monetary damages to~~ the ~~company~~failure ~~or our stockholders for a breach~~ of ~~fiduciary duty. Although this limitation of liability does not affect~~ the ~~availability~~Merger ofto ~~equitable~~close ~~remedies~~may ~~such as~~have ~~injunctive~~a ~~relief~~material oradverse ~~rescission,~~effect ~~the~~on ~~presence~~our ofbusiness ~~these provisions in the certificate of incorporation could prevent us from~~operations ~~recovering~~and ~~monetary~~financial ~~damages~~results.

~~Liquidity on the Nasdaq OTC Bulletin Board is limited, and we may be unable to obtain listing of our common stock on a more liquid market.~~ 14

~~Our~~Risks ~~common~~related ~~stock~~to ~~is quoted~~our oncommon the Nasdaq OTC Bulletin Board, which provides significantly less liquidity than a national securities exchange such as the New York Stock Exchange and the Nasdaq Global or Capital Markets. We do not currently meet the minimum trading price requirement for listing on any of these exchanges and there is uncertainty that we will ever be accepted for a listing on any of these exchanges.stock

12Our principal stockholders have substantial control over our affairs.

~~Our~~As ~~common~~of ~~stock~~March ~~has~~22, ~~been~~2013, our ~~thinly~~chief ~~traded~~executive officer, Harry Wachtel, beneficially owned approximately 18.5% of the issued and outstanding shares of our common stock. Further, James T. Martin and ~~the~~Kinderhook, ~~public~~LP ~~market~~owned ~~may~~approximately ~~provide~~16.4% ~~little~~and or18.3%, norespectively, ~~liquidity~~of ~~for~~the ~~holders~~issued and outstanding shares of our common stock. As a result, any one or a combination of Mr. Wachtel, Mr. Martin or Kinderhook, LP could assert control over our affairs, including the election of directors and any proposals regarding a sale of the company or its assets or a merger. In addition, this concentration of ownership could have the effect of delaying, deferring or preventing a change in control or impeding a merger or consolidation, takeover or other business combination which you, as a stockholder, may otherwise view favorably.

~~Purchasers~~Our ~~of shares of our common~~ stock ~~may~~price ~~find it difficult to resell their shares at prices quoted in the market or at all. There~~ is ~~currently~~volatile ~~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~~could ~~low trading price of our common stock, many brokerage firms may~~ be ~~unwilling~~further toaffected ~~effect~~by ~~transactions~~events innot ~~our~~within 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~~control.

~~Item~~The 1Bmarket price of our common stock has historically experienced and may continue to experience significant volatility. ~~UNRESOLVED~~For ~~STAFF~~the ~~COMMENTS~~52-week period ended March 22, 2013, our closing stock price has ranged from $1.13 to $0.69. On March 22, 2013, our closing stock price was $1.13.

~~None.~~The trading price of our common stock has been volatile and will continue to be subject to:

volatility in the trading markets generally;

fluctuations in our quarterly operating results; and

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 is currently experiencing extreme price and volume fluctuations which have particularly affected the market price for the securities of many small-cap companies and which often have been unrelated to the operating performance of these companies.

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

We have granted options covering approximately 7.1 million shares of our common stock. As a result of the actual or potential sale of these shares into the market, our common stock price may decrease.

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

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

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

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

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

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

Liquidity on the Nasdaq OTC Bulletin Board (“OTCBB”) 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 OTCBB, which provides significantly less liquidity than a national securities exchange such as the New York Stock Exchange and the Nasdaq Global or Capital Markets. We do not currently meet the minimum trading price requirement for listing on any of these exchanges and there is uncertainty that we will ever be accepted for a listing on any of these exchanges.

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.

Item 1B.

UNRESOLVED STAFF COMMENTS

None.

Item 2. 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 term runs through August 2016 and provides for aggregate annual rent payments of $~~61,000, $~~63,000, $65,000, $67,000 ~~and~~ and $46,000 for the years ending December 31, ~~2012,~~ 2013, 2014, 2015 and 2016, respectively. We lease approximately 2,~~108~~100 square feet of space for our ~~sales~~freight brokerage and ~~dispatch~~distribution and logistics group at 6413 Congress Avenue, Boca Raton, Florida. This lease term runs through August 2016 and provides for annual aggregate rent payments of $~~26,000, $~~27,000, $28,000, $28,000 and $24,000 for the years ending December 31, ~~2012,~~ 2013, 2014, 2015 and 2016, respectively. We lease approximately 3,~~000~~800 square feet ofat ~~space~~13107 Atlantic Blvd., Jacksonville, Florida for our legal and compliance group. atThis ~~11437~~lease ~~Central~~runs ~~Parkway~~through June 2016 and provides for annual aggregate rent payments of $31,000, ~~Jacksonville~~$52,000, ~~Florida~~$65,000 onand a$39,000 ~~month-to-month~~for ~~basis~~the atyears aending ~~monthly~~December ~~rent~~31, ~~payment~~2013, of2014, $22015 and 2016,~~250.~~ respectively. We lease facilities in Jacksonville, Florida pursuant to two separate leases for our truck agent administrative offices and truck yard consisting of 3.5 acres and 6 modular office units. These leases run through December 2014 and provide for aggregate annual rent payments of $86,000 for the years ending December 31, ~~2012,~~ 2013 and 2014, respectively. We lease approximately 1,250 square feet at 4411 E. Sunshine Suite B, Springfield, Missouri. This lease is for the one year period from January through December 2013, at an annual rental rate of $12,500.

Item 3. LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

Item 4. MINE SAFETY DISCLOSURE

Not applicable.

PART II

Our common stock is not listed on any stock exchange. Our common stock is ~~traded~~quoted on the ~~Nasdaq Over-the-Counter Bulletin Board (“~~OTCBB”) under the symbol “Auto.” The following table sets forth the high and low bid information for our common stock for each quarter within the last two fiscal years, as reported by the OTCBB. The bid information reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

	Bid Prices
Year Ended December 31, 2012	High		Low
First quarter	$	0.80	$	0.69
Second quarter		0.85		0.69
Third quarter		0.87		0.74
Fourth quarter		0.98		0.77
Year Ended December 31, 2011	High		Low
First quarter	$	0.77	$	0.60
Second quarter		0.80		0.55
Third quarter		0.64		0.49
Fourth quarter		0.87		0.51
Year Ended December 31, 2010	High		Low
First quarter	$	0.40	$	0.33
Second quarter		0.51		0.39
Third quarter		0.55		0.27
Fourth quarter		0.69		0.35

As of March 1222, ~~2012~~2013, the closing ~~bid~~ price per share for our common stock, as reported on the OTCBB, was $01.7913. As of March 1222, ~~2012~~2013, we had approximately ~~700~~500 beneficial stockholders.

Dividend policy

We have never declared or paid a cash dividend on our common stock. It has been the policy of our ~~board of directors (“~~Board”) to retain all available funds to finance the development and growth of our business. The payment of cash dividends in the future will be dependent upon our earnings and financial requirements and other factors deemed relevant by our Board.

Item 6. SELECTED CONSOLIDATED FINANCIAL DATA

The following is a summary of our selected consolidated financial data for the years ended December 31, 2012, 2011, 2010, 2009, ~~2008~~ and ~~2007~~2008. The financial data has been derived from our audited consolidated financial statements and accompanying notes.

The selected financial data set forth below should be read together with, and are qualified by reference to, the “Management’s Discussion and Analysis of Financial condition and Results of Operations” section of this 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,
	2011		2010		2009		2008		2007
Statement of Operations Data:
Gross revenues	$	319,970	$	279,701	$	183,899	$	180,211	$	110,332
Income from operations		6,432		5,676		2,828		4,195		2,947
Net income	$	3,638	$	3,055	$	1,418	$	2,224	$	1,604
Net income per share (1)
Basic	$	.11	$	.09	$	.04	$	.07	$	.05
Diluted	$	.10	$	.09	$	.04	$	.07	$	.05

(1) The common stock equivalents for the year ended December 31, 2011, 2010, 2009, 2008 and 2007 were 1,488,000, 990,000, 1,266,000, 1,727,000 and 3,113,000, respectively.

000’s omitted	As at December 31,
	2011		2010		2009			2008			2007
Balance Sheet Data:
Cash and cash equivalents	$	136	$	316	$	67		$	390		$	270
Accounts receivable, net		40,658		49,736		36,068			29,863			24,224
Total assets		59,107		66,727		54,205			42,776			33,190
Total liabilities		34,215		45,620		36,281			26,467			19,374
Retained earnings (deficit)		4,483		845		(2,210	)		(3,628	)		(5,852	)
Stockholders’ equity		24,892		21,107		17,924			16,309			13,816

Item 7. 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 stockholder 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 7 of this report.

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 subsidiaries, Sunteck Transport Group, Inc. (“Sunteck”) and E-Transport Group, Inc., we are a non-asset based transportation services company, providing transportation capacity and related transportation services to shippers throughout the United States, and to a lesser extent, Canada. As a non-asset based provider of brokerage and contract carrier transportation services, we do not own any equipment and our services are provided through our strategic alliances with less than truckload, truckload, air, rail, ocean common carriers and independent owner-operators to service our customers’ needs. Our services include ground transportation coast to coast, local pick up and delivery, air freight and ocean freight. Our business services emphasize safety, information coordination and customer service and are delivered through a network of independent commissioned sales agents and third party capacity providers coordinated by us. The independent commissioned sales agents typically enter into exclusive contractual arrangements with 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.

We operate in two business segments, non-asset based transportation services and agent support services. The non-asset based transportation services segment includes our brokerage and contract carrier services which are provided through a network of independent sales agents throughout the United States and Canada. Revenue in this segment is generated from freight transportation transactions. The agent support services segment includes an array of services that we provide to our agent network to support and encourage the expansion of our agents’ businesses, primarily financial support through interest bearing long-term loans, sales-type leases (which facilitate the acquisition of trucks by owner-operators), non-interest bearing short-term loans, as well as other services including training, margin analysis, marketing assistance, industry and market segment data, and business analysis tools. Revenue in this segment consists primarily of interest earned on interest bearing loans and profits and interest earned on sales-type leases.

Gross revenues during our most recently completed fiscal year were approximately $318.1 million and $1.9 million from transportation services and agent support services, respectively. Income from operations were approximately $5.4 million and $ 1.0 million from transportation services and agent support services, respectively.

Results of operations

Comparison of 2011 vs 2010

During the year ended December 31, 2011, we continued to implement our strategic growth business plan consisting primarily of the expansion of client services and the addition of independent sales agents providing brokerage and contract carrier services.

During 2010 through June 30, 2011, our contractual arrangement with one of our significant independent agents (the “Significant Agent”) provided for the Significant Agent’s retention of all of the net revenues earned on the transactions it generated. The Significant Agent paid us interest on loans and advances we extended to it at rates ranging from 8% to 20% plus a fee equal to 25% of the Significant Agent’s pre-tax income, if any, as defined in the applicable agreement. In addition, the Significant Agent granted to us an option to convert a portion of outstanding loans into a 25% equity ownership interest in the Significant Agent’s business.

On July 8, 2011, pursuant to an Asset Purchase Agreement (the “Acquisition Agreement”) we acquired substantially all of the operations of the Significant Agent’s truck agent business. This principally consisted of the future revenue stream generated by independent agents, customers and owner-operators already under contract with and operating under our authorities and licenses, which were managed by the Significant Agent and for which the Significant Agent received 100% of the net revenue earned. The purchase price totaled approximately $10 million and principally consisted of an unconditional release and discharge of the Significant Agent from approximately $9.4 million of indebtedness due to us plus the assumption of certain liabilities. Goodwill recognized in this transaction amounted to $9.8 million and other intangible assets amounted to $0.2 million. Pursuant to the Acquisition Agreement, all previous contractual arrangements between us and the Significant Agent were terminated, including the option to convert a portion of outstanding loans into a 25% equity ownership interest in the Significant Agent’s business. However, we agreed to continue to provide the Significant Agent with certain support services for its retained businesses through December 31, 2011, and entered into a brokerage agent agreement with the Significant Agent. In November 2011, the Significant Agent terminated its brokerage agreement with us and entered into a new credit facility. In connection with the termination of the brokerage agent agreement, the Significant Agent purchased approximately $11 million of our accounts receivable and assumed approximately $6 million of our related liabilities. The net proceeds of approximately $5 million were used by us to reduce the outstanding borrowings under our credit facility with Regions Bank. The impact of this acquisition on our 2011 financial statements and operating results was, for the period July through December, to reduce interest income earned on the discharge of indebtedness by approximately $827,000, decrease commission expense by approximately $1,453,000 and increase direct operating expenses associated with the operation of the acquired truck agent business by approximately $609,000.

The Significant Agent generated approximately 28% and 42%, of our gross transportation services revenues for the years ended December 31, 2011 and 2010, respectively.

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.

Revenues

000’s omitted, except for per share data	Year ended December 31,
	2012		2011		2010		2009		2008
Statement of Operations Data:

Gross revenues	$	278,171	$	319,970	$	279,701	$	183,899	$	180,211

Income from operations		7,418		6,432		5,676		2,828		4,195

Net income	$	4,356	$	3,638	$	3,055	$	1,418	$	2,224

Net income per share (1)
Basic	$	.13	$	.11	$	.09	$	.04	$	.07
Diluted	$	.12	$	.10	$	.09	$	.04	$	.07

We(1) ~~operate~~The incommon ~~two~~stock ~~business segments~~equivalents for the year ended December 31, ~~non-asset~~2012, ~~based~~2011, ~~transportation~~2010, ~~services~~2009 and ~~agent~~2008 ~~support~~were ~~services~~1,878,000, 1,488,000, 990,000, 1,266,000 and 1,727,000, respectively.

Non-asset based transportation services

000’s omitted	As at December 31,
	2012		2011		2010		2009			2008
Balance Sheet Data:

Cash and cash equivalents	$	40	$	136	$	316	$	67		$	390
Accounts receivable, net		42,361		40,658		49,736		36,068			29,863
Total assets		64,404		59,107		66,727		54,205			42,776
Total liabilities		35,059		34,215		45,620		36,281			26,467
Retained earnings (deficit)		8,839		4,483		845		(2,210	)		(3,628	)
Stockholders’ equity		29,345		24,892		21,107		17,924			16,309

InItem our transportation services segment, gross revenues consisting of freight fees and other related services revenue, totaled $318,080,000 for the year ended December 31, 2011, as compared with $277,622,000 in the same prior year period, an increase of approximately 15%, while income from operations increased by 39% over the same prior year period7. ~~The~~MANAGEMENT’S ~~increase~~DISCUSSION inAND ~~gross~~ANALYSIS ~~revenues~~OF isFINANCIAL ~~primarily~~CONDITION ~~the~~AND ~~result~~RESULTS ofOF growth of our agent network and a 16% increase in the average revenue per transaction. The disproportionate increase in income from operations is primarily the result of the impact of the acquisition in July 2011 of the truck agent business division from the Significant Agent (the “July 2011 Transaction”), and the resulting decrease in commission expense of approximately $1,453,000 and the increase in operating expenses of approximately $609,000. This net increase in income from operations in our transportation services segment is directly offset by an approximately $827,000 decrease in interest income in our agent support services segment as a result of the discharge of approximately $9.4 million of indebtedness related to the July 2011 transaction.OPERATIONS

~~Our~~Cautionary ~~net~~statement ~~revenue~~identifying ~~(gross transportation~~important ~~services~~factors ~~revenues less the direct cost of purchased transportation) is 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~~could ~~discussion~~cause ofour ~~the~~actual results ofto ~~operations~~differ ~~for~~from ~~this~~those ~~segment~~projected ~~focuses on the changes~~ in ~~our~~forward ~~net~~looking ~~revenue~~statements. ~~The increases in the amount of net revenue and all related cost and expense categories are the direct result of our business expansion.~~

~~The~~Readers ~~following~~of ~~table~~this ~~represents~~report are advised that this document contains both statements of historical facts and forward looking statements. Forward looking statements are subject to certain ~~statement~~risks and uncertainties, which could cause actual results to differ materially from those indicated by the forward looking statements. Examples of ~~operation~~forward ~~data~~looking ~~for~~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 ~~transportation~~plans ~~services~~and ~~segment~~objectives aswith arespect ~~percentage~~to business transactions and enhancement of ~~net~~stockholder ~~revenue~~value, (iii) statements of future economic performance, and (iv) statements of assumptions underlying other statements and statements about our business prospects.

	Year Ended December 31,
	2011			2010
Net revenue		100.0	%		100.0	%
Commissions		70.6	%		76.6	%
Operating expenses		20.2	%		15.9	%
Interest expense		0.9	%		1.3	%
Income taxes		3.2	%		2.4	%
Net income		5.1	%		3.8	%

~~Agent~~The ~~support~~following ~~services~~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.

In our agent support services segment, gross revenues, consisting primarily of interest income earned on loans, totaled $1,890,000 for the year ended December 31, 2011, as compared with $2,079,000 in the same prior year period, a decrease of approximately 9%, while income from operations decreased by 42% over the same prior year period. The decrease in gross revenues is primarily the result of the reduction in interest revenue related to the July 2011 Transaction estimated at $827,000. This decrease is offset by revenues recognized from sales-type leases of approximately $696,000 against which we incurred the direct cost of purchased equipment of $566,000. The disproportionate decrease in income from operations is the direct result of the reduction in interest revenue with no corresponding direct cost and the net revenues from the sales-type leases.18

18Overview

WeThrough ~~received~~our ~~interest~~wholly-owned ~~payments~~subsidiaries, ofSunteck $1Transport Group,~~099~~ Inc. (“Sunteck”),~~000~~ E-Transport Group, Inc. and Equipment $1Finance Solution,~~811~~ Inc.,~~000~~ we inare ~~2011~~a ~~and~~non-asset ~~2010,~~based ~~respectively~~transportation services company, onproviding ~~loans~~transportation capacity and ~~advances~~related transportation services to shippers throughout the ~~Significant~~United ~~Agent~~States and ~~but~~Canada. noAs ~~incremental amounts~~a ~~were~~non-asset ~~earned~~based inprovider ~~2011~~of orbrokerage ~~2010,~~and ~~since~~contract ~~the~~carrier ~~Significant~~transportation ~~Agent~~services, ~~did~~we do not ~~generate~~own any ~~pre-tax~~equipment and ~~income~~our inservices ~~2010~~are orprovided inthrough ~~2011~~our strategic alliances with less than truckload, ~~through~~truckload, air, rail, ocean common carriers ~~the~~and ~~closing~~independent ~~date~~owner-operators ofto ~~the~~service ~~July~~our ~~2011~~customers’ ~~Transaction~~needs. onOur ~~July~~services 8include ground transportation coast to coast, local ~~2011~~pick up and delivery, air freight and ocean freight. ~~Pursuant~~Our tobusiness ~~the~~services ~~Acquisition~~emphasize ~~Agreement~~safety, ~~all~~information ~~previous~~coordination ~~contractual~~and ~~arrangements~~customer ~~between~~service usand are delivered through a network of independent commissioned sales agents and ~~the~~third ~~Significant~~party ~~Agent~~capacity ~~were~~providers coordinated ~~terminated~~by ~~which~~us. ~~also~~The ~~terminated~~independent ~~our~~commissioned ~~rights~~sales toagents ~~any~~typically ~~future~~enter ~~pre-tax~~into ~~income~~exclusive contractual arrangements with Sunteck and are responsible for locating freight and coordinating the transportation of the ~~Significant~~freight ~~Agent~~with customers and capacity providers. The Asthird aparty ~~result~~capacity providers consist of ~~the~~independent ~~July~~contractors ~~2011~~who ~~Transaction~~provide truck capacity to us, weincluding noowner-operators who ~~longer~~operate ~~earn~~under ~~interest~~our ~~income~~contract ~~from~~carrier ~~the~~license, ~~Significant~~air ~~Agent~~cargo carriers and railroads.

~~Costs~~We operate in two business segments, non-asset based transportation services and ~~expenses~~agent support services. The non-asset based transportation services segment includes our brokerage and contract carrier services which are provided through a network of independent sales agents throughout the United States and Canada. Revenue in this segment is generated from freight transportation transactions. The agent support services segment includes an array of services that we provide to our agent network to support and encourage the expansion of our agents’ businesses, primarily financial support through interest bearing long-term loans, sales-type leases (which facilitate the acquisition of trucks by owner-operators), non-interest bearing short-term loans, as well as other services including training, margin analysis, marketing assistance, industry and market segment data, and business analysis tools. Revenue in this segment consists primarily of interest earned on interest bearing loans and profits and interest earned on sales-type leases.

~~Purchased~~Gross revenues during our most recently completed fiscal year were approximately $276.2 million and $2.0 million from transportation services and agent support services, respectively. Income from operations was approximately $6.9 million and $0.5 million from transportation services and agent support services, respectively.

~~Purchased~~Recent ~~transportation totaled~~Developments ~~$259,493,000~~– ~~for the for the year ended December 31, 2011, as compared with $226,093,000 in the prior year, an increase~~Entry ofinto ~~15%.~~Merger ~~This~~Agreement isfor the ~~direct~~Potential ~~result~~Sale of ~~the increase in gross revenues from transportation services of 15% during the period.~~AutoInfo

~~Purchased~~On ~~equipment~~February ~~for~~28, ~~resale~~2013, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among AutoInfo, AutoInfo Holdings, LLC., a Delaware limited liability company (“Parent”), and AutoInfo Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub shall be merged with and into AutoInfo, and the separate corporate existence of Merger Sub shall thereupon cease, and AutoInfo shall continue as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent (the “Merger”). The Merger Agreement was unanimously approved by our Board of Directors (the “Board”), based on the recommendation of a Special Committee of the Board (the “Special Committee”) that was formed to evaluate and negotiate the terms of a sale of AutoInfo.

~~During~~At the ~~fourth~~time ~~quarter,~~the Merger ~~through~~becomes effective pursuant to the ~~newly~~terms ~~acquired~~and ~~truck~~conditions ~~agent~~of ~~business,~~the weMerger ~~introduced~~Agreement and under Delaware law (the “Effective Time”): (a) ~~sales-type~~each ~~lease~~share ~~program~~of ~~for~~capital ~~our~~stock ~~owner-operators~~of Merger Sub issued and outstanding immediately prior to ~~facilitate~~the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the ~~acquisition~~Surviving Corporation, (b) each share of ~~trucks.~~common ~~This~~stock ~~resulted~~of inAutoInfo ~~revenues~~issued and outstanding immediately prior to the Effective Time (other than shares owned by AutoInfo, Parent or Merger Sub, and shares owned by stockholders of AutoInfo who have perfected and not withdrawn a demand for appraisal rights under Delaware law) will automatically be cancelled and converted into the right to receive $~~696~~1.05 in cash,~~000~~ ~~including~~without interest (the ~~gain~~“Merger onConsideration”); and (c) each option outstanding (whether or not then vested or exercisable) that represents the ~~sale~~right to acquire shares of common stock of AutoInfo will be cancelled and ~~interest~~terminated ~~income.~~whereby ~~The~~the ~~purchased~~holder of any such options ~~cost~~to acquire common stock of ~~this~~AutoInfo ~~equipment~~shall ~~was~~receive ~~566~~an amount for each such option equal to the excess,~~000~~ if any, of (i) the Merger Consideration over (ii) the exercise price payable in respect of such share of common stock of AutoInfo issuable upon exercise of such options.

~~Commissions~~19

~~Commissions~~The ~~totaled~~Merger Agreement ~~$41~~contains customary representations,~~371,000~~ ~~for~~warranties ~~the~~and ~~year~~covenants. ~~ended~~The ~~December~~consummation ~~31,~~of ~~2011,~~the asMerger ~~compared~~is ~~with~~subject ~~$39~~to customary conditions,~~463~~ including,~~000~~ inwithout limitation, (a) approval by the ~~prior~~holders ~~year,~~of ana ~~increase~~majority of ~~5%.~~the ~~This~~outstanding ~~increase~~shares of common stock of AutoInfo isentitled to vote on the ~~result~~Merger ofand (b) the ~~increase~~absence inof ~~gross~~any ~~transportation~~law, ~~services~~order, ~~revenues~~injunction ofor ~~15%~~other ~~offset~~legal byrestraint prohibiting the ~~impact~~Merger. Moreover, ofeach party’s obligation to consummate the ~~July~~Merger ~~2011~~is ~~Transaction which~~subject to certain other conditions, ~~together~~including, ~~with~~without limitation, (i) the ~~mix~~accuracy of ~~revenues~~the ~~generated~~other byparty’s ~~Sunteck~~representations ~~agents~~and warranties (subject to customary qualifiers), ~~resulted~~(ii) the other inparty’s acompliance ~~decrease~~with ofits 6%covenants and agreements contained in the ~~rate~~Merger ofAgreement ~~commission~~(subject ~~paid.~~to customary qualifiers), As(iii) acertain ~~percentage~~required ofconsents ~~net~~having ~~revenue~~been ~~from~~obtained, ~~transportation~~(iv) ~~services~~there not being any Company Material Adverse Effect (as defined in the Merger Agreement), ~~commissions~~and ~~were~~(v) there ~~70.6~~not being holders of more than 5% ~~for~~of the ~~year~~shares ~~ended~~of ~~December~~common ~~31,~~stock ~~2011~~of asAutoInfo ~~compared~~ with ~~76.6%~~respect to inwhich ~~the~~appraisal ~~prior~~rights ~~year~~have been properly exercised.

~~Operating~~From ~~expenses~~the date of the Merger Agreement, we are subject to customary “no-shop” restrictions on our ability to solicit or respond to alternative takeover proposals from third parties, furnish information to and engage in discussions with third parties regarding alternative takeover proposals, recommend an alternative takeover proposal or enter into an agreement with respect to an alternative takeover proposal. The “no-shop” provision, however, is subject to a customary “fiduciary-out” provision, which provides that, at any point prior to the time stockholder approval is obtained, the Board may change its recommendation to AutoInfo’s stockholders or enter into a definitive agreement with respect to an unsolicited, bona fide takeover proposal, if and only if, prior to taking such action, the Board has determined in good faith, after consultation with independent financial advisors and outside legal counsel, (a) that failure to take such action would violate the directors’ fiduciary duties to AutoInfo’s stockholders under Delaware law and (b) that the Takeover Proposal (as defined in the Merger Agreement) constitutes a Superior Proposal(as defined in the Merger Agreement); provided, however, that (a) AutoInfo has given Parent at least five (5) business days’ prior written notice of its intention to take such action and has provided a copy of the relevant proposed transaction agreements disclosing the party making such Takeover Proposal, (b) AutoInfo has negotiated in good faith with Parent during such five (5) business day notice period (to the extent Parent wishes to negotiate) to enable Parent to revise the terms of the Merger Agreement such as to cause such Takeover Proposal to no longer constitute a Superior Proposal, (c) following the end of such five (5) business day notice period, the Board will have considered in good faith any changes to the Merger Agreement proposed in writing by Parent and will have determined that the Superior Proposal would continue to constitute a Superior Proposal if such revised terms offered by Parent were given effect, and (d) in the event of any changes to the terms of such Superior Proposal, AutoInfo shall have delivered to Parent an additional notice and a new five (5) business day notice period.

~~Operating~~The ~~expenses~~Merger Agreement ~~totaled~~contains ~~$12,108,000~~certain ~~for~~termination ~~the~~rights ~~year~~for ~~ended~~AutoInfo ~~December~~and 31Parent, ~~2011,~~including asthe ~~compared~~right ~~with~~of ~~$8,469,000~~AutoInfo inunder ~~the~~certain ~~prior~~circumstances ~~year.~~to ~~This increase is~~ terminate the ~~direct result~~Merger ofAgreement ~~the~~to ~~increase~~accept ina ~~selling,~~Superior ~~general~~Proposal and ~~administrative~~enter ~~expenses~~into ina ~~connection~~definitive agreement with ~~our~~respect ~~business expansion~~thereto. AsUpon ~~a percentage~~termination of ~~net~~the ~~revenues~~Merger ~~from~~Agreement ~~transportation~~under ~~services~~specified circumstances, ~~operating~~including ~~expenses~~termination ~~were~~of ~~20.2% for~~ the ~~year~~Merger ~~ended~~Agreement ~~December~~to ~~31,~~accept ~~2011~~a asSuperior ~~compared with~~Proposal ~~15.9%~~and inenter ~~the~~into ~~prior~~a ~~year.~~definitive ~~Operating~~agreement ~~expenses~~with ~~from~~respect ~~agent~~thereto, ~~support~~AutoInfo ~~services,~~is ~~consisting~~required ~~primarily~~to ofpay ~~salaries~~Parent ~~and~~a ~~related~~termination ~~employee benefits,~~fee ~~were~~of 20$1.5% ~~for~~million and ~~the~~reimburse ~~year~~Parent ~~ended~~for ~~December~~out-of-pocket ~~31,~~expenses ~~2011~~actually asincurred ~~compared~~not ~~with~~to 12exceed $1.9%25 ~~in the prior year~~million. ~~This~~Upon ~~increase~~termination ~~is the direct result~~ of the ~~change~~Merger inAgreement by ~~the~~AutoInfo ~~components~~under ofcertain ~~gross~~specified ~~revenue~~circumstances, inParent ~~this~~and ~~segment~~Merger ~~consisting~~Sub ofare ~~the~~required ~~decrease in interest revenue related~~ to ~~the~~pay ~~July 2011 Transaction estimated at $827~~AutoInfo,~~000~~ ~~offset~~a bytermination ~~revenues~~fee ~~recognized from sales-type leases~~ of ~~approximately~~ $~~696,000~~1.5 million.

WeThe ~~presently~~representations, warranties and covenants made in the Merger Agreement (a) have ~~adequate~~been made only for purposes of the Merger Agreement, (b) have been ~~facilities~~qualified by confidential disclosures made to Parent and ~~management~~Merger Sub in connection with the Merger Agreement, (c) are subject to materiality ~~handle~~qualifications ~~our~~contained ~~present~~in the Merger Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and ~~anticipated~~(e) ~~transaction~~have been ~~volume~~included in ~~our~~the ~~brokerage~~Merger ~~transportation~~Agreement ~~services~~for ~~segment~~the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding AutoInfo or its business. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of AutoInfo or any of its Subsidiaries (as defined in ~~2012~~the ~~without~~Merger aAgreement) ~~significant~~or ~~increase~~Affiliates (as defined in ~~overhead~~the Merger Agreement). Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in AutoInfo’s public disclosures.

1920

~~Interest~~The ~~expense was $520~~Board,~~000~~ ~~for~~acting upon the ~~year~~recommendation ~~ended~~of ~~December~~the 31Special Committee, ~~2011~~has asapproved ~~compared~~the ~~with~~adoption ~~$701,000~~of in the ~~prior~~Merger ~~year.~~Agreement ~~This~~and ~~decrease~~consummation isof ~~primarily~~the ~~due~~Merger ~~to decreased~~and ~~borrowings~~recommended asadoption ~~well~~of asthe aMerger ~~reduction~~Agreement inand ~~interest~~consummation ~~rate~~of ~~based~~the onMerger by our stockholders. The transactions contemplated under the ~~loan~~Merger ~~modification~~Agreement ~~agreement~~are weexpected ~~entered~~to ~~into~~close in ~~April~~the ~~2011~~second quarter of 2013.

~~Income~~As ~~tax~~a condition to Parent entering into the Merger Agreement, on February 28, 2013, Peter C. Einselen, Mark K. Patterson, Thomas C. Robertson, Harry Wachtel, Mark Weiss, Michael P. Williams and William I. Wunderlich, in each case a stockholder and/or an option holder of AutoInfo and members of our management and/or members of the Board, entered into a voting agreement with Parent (the “Voting Agreement”), whereby each voting stockholder party to the Voting Agreement agreed to vote all of the shares of common stock or options of AutoInfo beneficially owned (or of record) by such voting stockholder, including, but not limited to, any shares of common stock or options of AutoInfo that such voting stockholder has the right to vote due to any agreement, proxy or other similar right (i) in favor of adoption of the Merger Agreement and in favor of the Merger, (ii) against (A) any proposal made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or any other Transaction (as defined in the Merger Agreement), (B) any Takeover Proposal, (C) any change in AutoInfo’s management or the Board (other than as contemplated by the Merger Agreement), and (D) any action or agreement that the voting stockholders party to the Voting Agreement actually knows, or reasonably expects, would result in a breach of any representation, warranty, covenant or agreement or any other obligation of AutoInfo under the Merger Agreement or of such voting stockholder party to the Voting Agreement. The voting stockholders parties to the Voting Agreement own approximately 22.3% of the voting power of shares entitled to vote on the Merger.

~~Income~~Results ~~tax expense was $2,274,000 for the year ended December 31, 2011 as compared with $1,920,000 in the prior year. The 2011 income tax expense reflects an effective federal and state tax rate~~ of 38.5% and is comprised of a deferred tax expense of $93,000 related primarily to temporary differences and a current tax expense of $2,181,000. During 2010, we fully utilized all remaining federal tax loss carryforwards. The 2010 income tax expense reflects an effective federal and state tax rate of 38.6% and is comprised of a deferred tax expense of $850,000 related primarily to the utilization of our federal tax loss carryforward and a current tax expense of $1,070,000.operations

~~Trends~~Comparison ~~and~~of ~~uncertainties~~2012 vs 2011

~~The transportation~~During ~~industry~~the isyear ~~highly competitive and highly fragmented. In our brokerage services, our primary competitors are other~~ended ~~non-asset~~December ~~based as well as asset based third party logistics companies~~31, ~~freight brokers~~2012, 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~~continued ~~be able~~ to ~~effectively~~implement ~~compete with~~ our ~~competitors~~strategic ~~in effecting our business expansion plans. The most significant trend contributing to our~~ growth ~~during~~plan ~~the~~consisting ~~past~~primarily ~~two~~of ~~years has been~~ the expansion of ~~our~~client ~~brokerage~~ services ~~agent network~~ and ~~contract~~the ~~carrier~~addition ~~agent~~of ~~and~~independent ~~owner-operator~~sales ~~network. Sales~~ agents ~~are~~providing ~~independent~~brokerage ~~contractors~~ and, ascontract ~~such,~~carrier ~~there are no assurances that we can either maintain our existing agent network or continue to expand this network~~services.

~~For~~From ~~the~~January ~~year~~1, ~~ended~~2011 ~~December~~through 31June 30, 2011, weour ~~increased~~contractual ~~gross~~arrangement with one of our significant independent agents (the “Significant Agent”) provided for the Significant Agent’s retention of all of the net revenues ~~from~~earned ~~$279.7~~on ~~million~~the totransactions ~~$320.0~~it ~~million~~generated. The AsSignificant ofAgent ~~December~~paid ~~31,~~us ~~2011,~~interest on loans and advances we ~~had~~extended ~~retained~~to it at rates ranging from 8% to 20% plus a fee equal ~~earnings~~to 25% of ~~$4.5~~the ~~million~~Significant asAgent’s ~~compared~~pre-tax ~~with~~income, ~~$845~~if any,~~000~~ atas ~~December~~defined ~~31,~~in ~~2010~~the applicable agreement. ~~Factors~~In ~~that~~addition, ~~could~~the ~~adversely~~Significant Agent ~~affect~~granted ~~our~~to ~~operating~~us ~~results~~an option to convert a portion of outstanding loans into a 25% equity ownership interest in the Significant ~~include:~~Agent’s business.

·On July 8, 2011, pursuant to an Asset Purchase Agreement (the ~~success~~“Acquisition Agreement”) we acquired substantially all of ~~Sunteck~~the operations of the Significant Agent’s truck agent business (the “July 2011 Tranasaction”). This principally consisted of the future revenue stream generated by independent agents, customers and owner-operators already under contract with and operating under our authorities and licenses, which were managed by the Significant Agent and for which the Significant Agent received 100% of the net revenue earned. The purchase price totaled approximately $10 million and principally consisted of an unconditional release and discharge of the Significant Agent from approximately $9.4 million of indebtedness due to us plus the assumption of certain liabilities. Goodwill recognized in ~~expanding~~this transaction amounted to $9.8 million and other intangible assets amounted to $0.2 million. Pursuant to the Acquisition Agreement, all previous contractual arrangements between us and the Significant Agent were terminated, including the option to convert a portion of outstanding loans into a 25% equity ownership interest in the Significant Agent’s business. However, we agreed to continue to provide the Significant Agent with certain support services for its retained businesses through December 31, 2011, and entered into a brokerage agent agreement with the Significant Agent. In November 2011, the Significant Agent terminated its brokerage agreement with us and entered into a new credit facility. In connection with the termination of the brokerage agent agreement, the Significant Agent purchased approximately $11 million of our accounts receivable and assumed approximately $6 million of our related liabilities. The net proceeds of approximately $5 million were used by us to reduce the outstanding borrowings under our credit facility with Regions Bank. The impact of this acquisition on our 2011 financial statements and operating results was, for the period July through December, to reduce interest income earned on the discharge of indebtedness by approximately $827,000, decrease commission expense by approximately $1,453,000 and increase direct operating expenses associated with the operation of the acquired truck agent business ~~operations;~~by approximately $609,000.

~~· margin pressure as a result of increased competition; and~~21

·The ~~changes~~Significant inAgent generated ~~general~~approximately ~~economic~~28% ~~conditions~~of our gross transportation services revenues for the year ended December 31, 2011.

~~Depending~~During onthe ~~our~~next ~~ability~~twelve ~~to generate revenues~~months, we ~~may~~plan ~~require~~to ~~additional~~continue ~~funds~~ to ~~expand~~offer our ~~business~~brokerage ~~operations~~ and ~~for~~contract ~~working~~carrier ~~capital~~transportation ~~and~~services ~~general corporate purposes. Any additional equity financing may be dilutive to stockholders,~~ and ~~debt~~expand ~~financings may involve restrictive covenants that further limit~~ our ~~ability~~agent ~~to make decisions that we believe will be in our best interests~~network. We Inare ~~the~~presently ~~event~~profitable weand ~~cannot~~have ~~obtain~~adequate ~~additional financing~~available onlines ~~terms~~of ~~acceptable~~credit to ussatisfy ~~when required,~~ our ~~ability~~working tocapital ~~expand~~requirements ~~our~~during ~~operations~~the next ~~may~~twelve ~~be materially adversely affected~~months.

~~Advances and other assets~~Revenues

AnWe ~~integral~~operate component of our growth strategy is, and has been, the expansion of our independent sales agent network. During the past three years, we have expanded this strategy to include independent sales agents with the experience and opportunity to build the infrastructure required to generate opportunities for significant increases in ~~revenues.~~two ~~As our year-over-year results reflect, this initiative~~business ~~has been successful. In identifying these opportunities~~segments, wenon-asset ~~analyze~~based atransportation ~~prospective~~services ~~sales agent’s customer relationships, financial stability, industry experience~~ and ~~past performance. Based upon the results of such analysis we determine our level of interest in affiliating with the target sales~~ agent ~~and evaluate such sales agent’s capital needs to~~ support ~~its integration into our business and to maximize the agent’s potential revenue growth, and thus revenue contribution~~services.

20The following analysis is based upon the pro-forma results for the year ended December 31, 2011, the details of which are provided in Notes 4 and 11 to our consolidated financial statements appearing elsewhere in this Report.

Our agent expansion and recruiting program includes several components which are tailored to the specific needs of individual agent groups. Each of these situations has differing characteristics and are addressed and evaluated on a caseNon-~~by-case~~asset ~~basis.~~based ~~The~~transportation ~~options we consider to support a new sales agent’s business expansion include signing bonuses, short-term advances, non-interest bearing loans, long-term advances and interest bearing loans.~~services

~~Loans~~In ~~have~~our ~~been utilized~~transportation inservices asegment, ~~limited~~gross ~~number~~revenues consisting of ~~sales~~freight ~~agent~~fees ~~opportunities~~ and ~~the~~other ~~loan~~related ~~proceeds~~services ~~are~~revenue, ~~restricted~~totaled in$276,198,000 ~~use.~~for ~~Such~~the ~~funds~~year ended ~~can~~December be31, ~~used~~2012, byas ~~independent sales~~compared ~~agents~~with ~~only~~pro-forma togross ~~invest~~revenues inof ~~operating facilities~~$253,038,000 ~~equipment~~in ~~and~~the ~~personnel,~~same ~~which~~prior ~~typically~~year ~~includes~~period, ~~both~~an ~~sales~~increase ~~and operating~~of ~~staff~~approximately 9%. ~~These~~The ~~are~~increase ~~viewed~~in bygross usrevenues asis ~~contributing~~primarily tothe ~~future~~result ~~revenue~~of ~~enhancement~~growth ~~that~~of weour ~~will~~agent ~~benefit from~~network.

~~The~~Our ~~consideration~~net inrevenue (gross ~~connection~~transportation ~~with~~services revenues less the ~~July~~direct ~~2011~~cost ~~Transaction~~of ~~included~~purchased transportation) is the ~~discharge~~primary indicator of ~~approximately~~our ~~$9.4~~ability ~~million~~to ofsource, add ~~loans~~value ~~due~~and resell services that are provided by third parties and are considered to usbe ~~which~~the ~~resulted~~primary measurement of growth. Therefore, inthe adiscussion ~~significant~~of ~~reduction~~the results of operations for this segment focuses on the changes in ~~advances~~our ~~and~~net ~~other~~revenue. ~~assets~~The asincreases in the amount of net revenue and ~~for~~all related cost and expense categories are the ~~year~~direct ~~ended~~result ~~December~~of ~~31,~~our ~~2011~~business expansion.

~~Liquidity~~The ~~and~~following ~~capital~~table represents ~~resources~~certain statement of income data for our transportation services segment as a percentage of net revenue.

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

	Year Ended December 31,
	2012			2011

Net revenue		100.0	%		100.0	%

Commissions		62.7	%		63.2	%
Operating expenses		24.6	%		24.0	%
Interest expense		.6	%		1.1	%
Income taxes		4.7	%		4.5	%

Net income		7.4	%		7.2	%

In February 2009, we entered into a $30.0 million line of credit with Regions Bank, secured by substantially all of our assets which was increased to $35.0 million in 2011. As of December 31, 2009, we were in violation of the debt to earnings ratio covenant and as of March 15, 2010, obtained a waiver of this violation. The waiver modified the interest rate under the facility to LIBOR plus 2 1/2% with a minimum of 3.5%, which will return to the original interest rate when we regain compliance with the required debt to earnings ratio. We regained compliance with the debt to equity ratio in the third quarter of 2010. In April 2011, we modified our credit facility with Regions Bank to (a) increase our line of credit from $30 million to $35 million, (b) extend the maturity date from March 2012 to June 2014, and (c) change the interest rate from LIBOR plus 2.5% with a floor ranging from 3.0 – 3.5% to LIBOR plus 1.75% - 2.25%, with no floor, subject to the maintenance of the following financial covenants: 1) fixed charge coverage ratio not less than 1.30:1; 2) funded debt to EBITDA ratio not more than 7.50:1 for 2010, 6.00:1 for 2011, 5.00:1 for 2012, and 4.00:1 for 2013 and thereafter; and 3) working capital ratio not less than 1.00:1. As of December 31, 2011 we were in compliance, and not at risk of breach, with respect to each of these covenants.22

AtAgent ~~December~~support ~~31, 2011, we had liquid assets of approximately $136,000.~~services

~~The~~In ~~total~~our ~~amount~~agent ofsupport services segment, ~~debt~~gross ~~outstanding~~revenues, atconsisting ~~December~~primarily ~~31,~~of ~~2011~~revenues recognized from sales-type leases and ~~2010~~interest ~~was~~income earned on loans, totaled $161,~~273~~973,000 ~~and~~for ~~$22~~the year ended December 31,~~432~~ 2012, as compared with pro-forma gross revenues of $904,000 in the same prior year period, an ~~respectively~~increase of approximately 118%. The ~~following~~increase ~~table~~in ~~presents~~gross ~~our~~revenues is primarily the result of revenues recognized from sales-type ~~debt~~leases ~~instruments~~of ~~and~~approximately ~~their~~$1,705,000 ~~weighted~~against ~~average~~which ~~interest~~we ~~rates~~incurred atthe direct cost of purchased equipment of $1,178,000 for the year ended December 31, ~~2011~~2012 ~~and~~as ~~2010~~compared with revenues of $696,000 ~~respectively:~~against which we incurred the direct cost of purchased equipment of $566,000 in the prior year.

	Balance		Weighted Average Rate			Balance		Weighted Average Rate
	2011					2010
Line of Credit	$	16,273,000		2.30	%	$	22,432,000		3.00	%

Costs and expenses

21Purchased transportation

~~Inflation~~Purchased ~~and changing~~transportation ~~prices~~totaled ~~had~~$221,366,000 nofor ~~material~~the ~~impact~~for onthe ~~our~~year ~~revenues~~ended orDecember 31, 2012, as compared with pro-forma purchased transportation of $203,042,000 in the ~~results~~prior year, an increase of ~~operations~~9%. ~~for~~This is the ~~year~~direct ~~ended~~result ~~December~~of ~~31,~~the ~~2011~~increase in gross revenues from transportation services of 9% during the period.

~~Critical~~Purchased ~~accounting~~equipment ~~policies~~for resale

~~Preparation~~During ofthe ~~our~~fourth quarter ~~financial~~of ~~statements~~2011, ~~requires~~through ~~management~~our tonewly ~~make~~acquired ~~estimates~~truck ~~and~~agent ~~assumptions~~business, ~~that~~we ~~affect~~introduced ~~the~~a ~~reported~~sales-type ~~amounts~~lease ofprogram ~~assets~~for ~~and~~our ~~liabilities and~~owner-operators ~~disclosure~~to ~~of contingent assets and liabilities at~~ facilitate the ~~date~~acquisition of ~~the~~trucks. ~~financial~~This ~~statements~~resulted ~~and~~in ~~the~~revenues ~~reported amounts~~ of ~~revenues and~~$1,705,000 ~~expenses~~against ~~during~~which ~~the~~we ~~reporting~~incurred ~~period. Note 1 of~~ the ~~Notes~~direct tocost ~~Financial Statements includes a summary~~ of ~~the~~purchased ~~significant accounting~~equipment ~~policies~~of ~~and~~$1,178,000 ~~methods~~for ~~used in~~ the ~~preparation~~year ofended ~~our~~December ~~financial~~31, ~~statements.~~2012, ~~The~~as ~~most~~compared ~~significant~~with ~~areas~~revenues ~~involving~~of ~~our~~$696,000 ~~estimates~~against ~~and assumptions~~which ~~are~~we ~~described~~incurred ~~below.~~the ~~Actual~~direct cost ~~results~~of ~~could~~purchased ~~differ~~equipment ~~materially~~of ~~from~~$566,000 ~~our~~in ~~estimates~~the ~~under~~prior ~~different assumptions or conditions~~year.

~~Revenue recognition~~Commissions

~~Gross~~Commissions ~~revenues from~~totaled ~~transportation~~$34,379,000 ~~services~~for ~~consist of~~ the ~~total~~year ~~dollar~~ended ~~value~~December of31, ~~services~~2012, ~~purchased~~as bycompared ~~shippers.~~with ~~Net~~pro-forma ~~revenues~~commissions ~~are~~of ~~gross~~$31,601,000 ~~revenues~~in ~~less~~ the ~~direct~~prior ~~costs~~year, an increase of ~~purchased transportation~~9%. ~~Revenue~~This increase is ~~recognized upon~~ the ~~delivery~~result of ~~freight,~~the atincrease ~~which~~in ~~time~~gross ~~the related~~ transportation ~~cost,~~ ~~including~~services ~~commission,~~revenues isof ~~also recognized~~9%. AtAs ~~that~~a ~~time,~~percentage ~~our~~of ~~obligations~~net ~~are~~revenue from ~~completed~~transportation ~~and~~services, ~~collection~~commissions ofwere ~~receivables is reasonably assured~~62.7% ~~Gross~~for ~~revenues~~the ~~and~~year ~~profits~~ended ~~from~~December ~~agent~~31, ~~support~~2012, ~~services~~as ~~consist~~compared ~~primarily~~with of63.2% ~~interest~~in onthe ~~interest bearing loans~~prior year.

~~Accounting~~Operating Standards Codification Topic 605-45 “Revenue Recognition – Principal Agent Considerations” (ASC 605-45), 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 ASC 605-45.expenses

~~Income~~Operating expenses ontotaled ~~all~~$13,830,000 ~~loans~~for the year ended December 31, 2012, as compared with pro-forma operating expenses isof ~~recognized~~$12,274,000 onin the ~~interest~~prior ~~method.~~year, ~~Accrual~~an increase of ~~interest~~13%. isThis ~~suspended~~increase atis the ~~earlier~~direct result of the ~~time~~increase atin ~~which~~selling, ~~collection~~general and ~~becomes~~administrative ~~doubtful or~~expenses ~~the~~in ~~loan~~connection ~~becomes~~with ~~delinquent~~our business expansion and expenses incurred in contemplation of the Merger. ~~Interest~~As ~~income~~a percentage onof ~~impaired~~net ~~loans~~revenues isfrom ~~recognized~~transportation ~~either~~services, operating expenses from transportation services were 24.6% for the year ended December 31, 2012, as ~~cash~~compared iswith ~~collected~~24.0% orin onthe aprior ~~cost-recovery~~year. Operating expenses from agent support services, ~~basis~~consisting primarily of salaries and related employee benefits, were $316,000 for the year ended December 31, 2012, as compared ~~conditions~~with ~~warrant~~$271,000 in the prior year.

~~Allowance~~We ~~for~~presently ~~doubtful~~have ~~accounts~~adequate facilities and management to handle our present and anticipated transaction volume in our brokerage transportation services segment in without incurring a significant increase in overhead.

WeInterest ~~continuously~~expense ~~monitor~~was $323,000 for the ~~creditworthiness~~year ofended ~~our~~December ~~customers~~31, ~~and~~2012, ~~have~~as ~~established~~compared anwith ~~allowance~~$520,000 ~~for~~in ~~amounts~~the ~~that~~prior ~~may~~year. ~~become~~This ~~uncollectible~~decrease inis ~~the~~primarily ~~future~~due to decreased borrowings as well as a reduction in interest rate based on ~~current~~the ~~economic~~loan ~~trends,~~modification ~~our~~agreement ~~historical~~we ~~payment~~entered ~~and~~into ~~bad~~with ~~debt~~Regions ~~write-off~~Bank ~~experience,~~in April ~~and~~2011 ~~any~~which ~~specific~~was ~~customer~~further ~~related~~reduced ~~collection issues~~to LIBOR plus 1.75% in March 2012.

~~Intangible assets~~23

~~Goodwill~~Income represents the excess between the purchase price and the fair value of the net assets acquired. Goodwill is not amortized, but is tested at least annually for impairment using a fair value approach. Other intangible assets are primarily comprised of non-competition agreements which are being amortized on a straight-line basis of the estimated useful lives of three years.tax

~~Recently~~Income ~~Issued~~tax ~~Accounting~~expense was ~~Standards~~$2,739,000 for the year ended December 31, 2012, as compared with $2,284,000 in the prior year. The 2012 income tax expense reflects an effective federal and state tax rate of 38.6% and is comprised of a deferred tax expense of $608,000 related primarily to temporary differences and a current tax expense of $2,131,000. The 2011 income tax expense reflects an effective federal and state tax rate of 38.5% and is comprised of a deferred tax expense of $93,000 related primarily to temporary differences and a current tax expense of $2,181,000.

InTrends ~~September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-08, Intangibles – Goodwill~~ and Other (Topic 350) – Testing Goodwill for Impairment. This ASU is intended to simplify how entities, both public and private, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is “more likely than not”, defined as having a likelihood of more than 50%, that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This ASU is effective for fiscal years beginning after December 31, 2011. Adoption of ASU 2011-08 is not expected to have a material impact on the Company’s consolidated financial statements.uncertainties

22The transportation industry is highly competitive and highly fragmented. In our brokerage services, our primary competitors are other non-asset based as well as asset based third party logistics companies, freight brokers, carriers offering logistics services and freight forwarders. In our contract carrier services, our competitors are other contract carriers and common carriers. We also compete with customers’ and shippers’ internal traffic and transportation departments as well as carriers’ internal sales and marketing departments directly seeking shippers’ freight. We anticipate that competition for our services will continue to increase. Many of our competitors have substantially greater capital resources, sales and marketing resources and experience. We cannot assure you that we will be able to effectively compete with our competitors in effecting our business expansion plans. The most significant trend contributing to our growth during the past two years has been the expansion of our brokerage services agent network and contract carrier agent and owner-operator network. Sales agents are independent contractors and, as such, there are no assurances that we can either maintain our existing agent network or continue to expand this network.

~~Off~~For the year ended December 31, 2012, we increased gross revenues from approximately $253.9 million on a pro-~~balance~~forma ~~sheet~~basis ~~arrangements~~to $278.2 million. As of December 31, 2012, we had retained earnings of approximately $8.8 million as compared with $4.5 million at December 31, 2011. Factors that could adversely affect our operating results include:

We· dothe ~~not~~success ~~have~~of ~~any~~Sunteck ~~off~~and E-~~balance~~Transport ~~sheet~~Group ~~arrangements.~~in expanding their business operations;

~~Contractual~~· ~~obligations~~margin pressure as a result of increased competition; and

~~The~~· ~~following~~changes ~~table~~in ~~summarizes~~general ~~our~~economic ~~contractual obligations as of December 31, 2011:~~conditions.

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating Lease Obligations	$	692,000	$	173,000	$	354,000	$	165,000		-
Line of Credit	$	16,273,000		-	$	16,273,000		-		-
Total	$	16,965,000	$	173,000	$	16,627,000	$	165,000		-

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

~~Item~~Advances ~~7A.~~and ~~QUANTITATIVE~~other ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~assets

AAn ~~smaller~~integral ~~reporting~~component ~~company~~of our growth strategy is, ~~not~~and ~~required~~has been, the expansion of our independent sales agent network. During the past three years, we have expanded this strategy to ~~provide~~include independent sales agents with the ~~information~~experience and opportunity to build the infrastructure required byto generate opportunities for significant increases in revenues. As our year-over-year results reflect, this ~~Item~~initiative has been successful. In identifying these opportunities, we analyze a prospective sales agent’s customer relationships, financial stability, industry experience and past performance. Based upon the results of such analysis we determine our level of interest in affiliating with the target sales agent and evaluate such sales agent’s capital needs to support its integration into our business and to maximize the agent’s potential revenue growth, and thus revenue contribution.

~~Item 8. FINANCIAL STATEMENTS~~24

~~The~~Our ~~response~~agent expansion and recruiting program includes several components which are tailored to ~~this item~~the isspecific ~~submitted~~needs asof aindividual ~~separate~~agent ~~section~~groups. Each of these ~~this~~situations ~~report~~has ~~beginning~~differing characteristics and are addressed and evaluated on ~~page~~a Fcase-1by-case basis. The options we consider to support a new sales agent’s business expansion include signing bonuses, short-term advances, non-interest bearing loans, long-term advances and interest bearing loans.

~~Item~~Loans 9have been utilized in a limited number of sales agent acquisitions to support transitional operating expenses such as facilities, equipment, and personnel, which typically includes both sales and operations staff. ~~CHANGES~~These INloans ~~AND~~are ~~DISAGREEMENTS~~viewed ~~WITH~~by ~~ACCOUNTANTS~~us ONas ~~ACCOUNTING~~providing ~~AND~~stability ~~FINANCIAL~~during ~~DISCLOSURES~~transition and an enhanced opportunity for growth.

~~None~~The consideration in connection with the July 2011 Transaction included the discharge of approximately $9.4 million of loans due to us which resulted in a significant reduction in advances and other assets as of and for the year ended December 31, 2011.

~~Item~~Liquidity ~~9A.~~and ~~CONTROLS~~capital ~~AND PROCEDURES~~resources

~~(a)~~During ~~Evaluation~~the ofpast ~~Disclosure~~two years, ~~Controls~~our sources for cash have been cash flow generated from operations and ~~Procedures~~available borrowings under our lines of credit.

~~Our management~~In February 2009, ~~with~~we entered ~~the~~into ~~participation~~a of$30 ~~our~~million ~~president~~line ~~and~~of ~~chief~~credit ~~financial~~with ~~officer~~Regions Bank, ~~carried~~secured ~~out~~by ansubstantially ~~evaluation~~all of ~~the effectiveness of~~ our ~~“disclosure~~assets, ~~controls~~which ~~and~~was ~~procedures”~~increased ~~(as~~to $35 ~~defined~~million in ~~the~~2011. ~~Securities~~In ~~Exchange~~April ~~Act~~2011, ofwe ~~1934~~modified asour ~~amended~~credit ~~(the~~facility ~~“Exchange Act”)~~with ~~Rules~~Regions ~~13a-15(e)~~Bank ~~and~~to ~~15-d-15~~(ea)) asincrease ofour ~~the~~line ~~end~~ of ~~the~~credit ~~period~~from ~~covered~~$30 million byto ~~this~~$35 ~~report~~million, (b) extend the ~~“Evaluation~~maturity ~~Date”). Based~~date ~~upon~~from ~~that~~March ~~evaluation,~~2012 ~~the~~to ~~president~~June 2014, and ~~chief~~(c) ~~financial~~change ~~officer~~the ~~concluded~~interest ~~that~~rate asfrom ofLIBOR plus ~~the~~2.5% ~~Evaluation~~with ~~Date,~~a ~~our~~floor ~~disclosure controls~~ranging ~~and~~from ~~procedures~~3.0 ~~are~~– ~~effective~~3.5% to ~~ensure~~LIBOR ~~that~~plus ~~information~~1.75% ~~required~~- to2.25%, bewith ~~disclosed~~no byfloor, ussubject into the ~~reports~~maintenance ~~that~~of the wefollowing ~~file or~~financial ~~submit~~covenants: ~~under~~1) ~~the~~fixed ~~Exchange~~charge ~~Act~~coverage (iratio not less than 1.30:1; 2) isfunded ~~recorded,~~debt ~~processed~~to EBITDA ratio of not more than 7.50:1 for 2010, ~~summarized~~6.00:1 ~~and~~for ~~reported~~2011, ~~within~~5.00:1 ~~the~~for ~~time~~2012 ~~periods~~, ~~specified~~and in4.00:1 ~~the SEC’s~~for ~~rules~~2013 and ~~forms~~thereafter; and ~~(ii~~3) isworking ~~accumulated~~capital ~~and~~ratio ~~communicated~~of not less than 1.00:1. Based upon the funded debt to ~~our~~EBITDA ~~management~~ratio, ~~including~~the ~~our~~interest ~~president~~rate was reduced to LIBOR plus 1.75% in March 2012. ~~and~~As ~~chief~~of ~~financial~~December ~~officer~~31, as2012 ~~appropriate~~we towere ~~allow~~in ~~timely~~compliance, ~~decisions~~and ~~regarding~~not ~~required~~at ~~disclosure~~risk of breach, with respect to each of these covenants.

23At December 31, 2012, we had liquid assets of approximately $40,000.

~~(b)~~The ~~Management's~~total ~~Report~~amount onof debt ~~Internal~~outstanding ~~Control~~at ~~over~~December ~~Financial~~31, ~~Reporting~~2012 and 2011 was $13,025,000 and $16,273,000, respectively. The following table presents our debt instruments and their weighted average interest rates at December 31, 2012 and 2011, respectively:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

	Balance		Weighted Average Rate			Balance		Weighted Average Rate
	2012					2011

Line of Credit	$	13,025,000		1.96	%	$	16,273,000		2.30	%

~~Because~~Inflation ofand ~~its inherent~~changing ~~limitations,~~prices ~~internal~~had ~~control~~no ~~over~~material ~~financial~~impact ~~reporting~~on ~~may~~our ~~not~~revenues ~~prevent~~ or ~~detect~~the ~~misstatements.~~results ~~Also, projections~~ of ~~any~~operations ~~evaluation of~~for ~~effectiveness to future periods are subject to~~ the ~~risk~~year ~~that~~ended ~~controls~~December ~~may become inadequate because of changes in conditions~~31, or ~~that the degree of compliance with the policies or procedures may deteriorate~~2012.

Management evaluated our internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework. As a result of this assessment and based on the criteria in this framework, management has concluded that, as of December 31, 2011, our internal control over financial reporting was effective.25

~~(c)~~Critical ~~Changes~~accounting ~~in Internal Control over Financial Reporting~~policies

~~There~~Preparation ~~were~~of noour financial ~~changes~~statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities inand ~~our~~disclosure ~~internal~~of ~~control~~contingent ~~over~~assets and liabilities at the date of the financial ~~reporting~~statements ~~that~~and ~~occurred~~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 ~~quarter~~policies ~~ended~~and ~~December~~methods ~~31,~~used ~~2011~~in ~~that~~the ~~has~~preparation ~~materially~~of ~~affected,~~our orfinancial isstatements. ~~reasonably~~The ~~likely~~most tosignificant ~~materially~~areas ~~affect,~~involving our ~~internal~~estimates and ~~control~~assumptions ~~over~~are ~~financial~~described ~~reporting~~below. Actual results could differ materially from our estimates under different assumptions or conditions.

~~Item~~Revenue ~~9B. OTHER INFORMATION~~recognition

~~None~~Gross revenues from transportation services consist of the total dollar value of services purchased by shippers. Net revenues are gross revenues less the direct costs of purchased transportation. 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. Gross revenues and profits from agent support services consist primarily of interest on interest bearing loans.

24Accounting Standards Codification Topic 605-45 “Revenue Recognition – Principal Agent Considerations” (ASC 605-45), 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 ASC 605-45.

~~PART~~Income ~~III~~on all loans is recognized on the interest method. Accrual of interest is suspended at the earlier of the time at which collection becomes doubtful or the loan becomes delinquent. Interest income on impaired loans is recognized either as cash is collected or on a cost-recovery basis as conditions warrant.

~~Item~~Allowance ~~10.~~for ~~DIRECTORS,~~doubtful ~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~accounts

~~The~~We ~~following~~continuously ~~table~~monitor ~~sets~~the ~~forth~~creditworthiness of our customers and have established an allowance for amounts that may become uncollectible in the ~~names~~future based on current economic trends, ~~ages~~our historical payment and ~~positions~~bad ofdebt ~~our~~write-off ~~directors~~experience, and ~~executive~~any ~~officers:~~specific customer related collection issues.

Name	Age	Position
Peter C. Einselen	72	Director
Thomas C. Robertson	66	Director
Mark Patterson	49	Director
Harry Wachtel	53	Chairman of the board and chief executive officer
Mark Weiss	51	National account executive and director
William Wunderlich	64	Chief financial officer
Michael P. Williams	45	President, chief operating officer and general counsel

Intangible assets

~~PETER~~Goodwill ~~C. EINSELEN~~represents ~~has~~the ~~been~~excess abetween ~~director~~the ~~since~~purchase ~~January~~price ~~1999.~~and ~~Since~~the ~~2011,~~fair ~~Mr.~~value ~~Einselen~~of ~~has~~the ~~been~~net anassets ~~account~~acquired. ~~executive~~Goodwill ofis ~~Capital~~not ~~Guardian~~amortized, ~~LLC,~~but ais ~~brokerage~~tested ~~firm.~~at ~~Mr.~~least ~~Einselen~~annually ~~was~~for animpairment ~~account~~using ~~executive~~a ~~from~~fair ~~1990~~value toapproach. ~~2011~~Other ~~and~~intangible ~~served~~assets asare ~~senior~~primarily ~~vice~~comprised ~~president from 1990 to 2001~~ of ~~Anderson~~non-competition &agreements ~~Strudwick,~~which aare ~~brokerage~~being ~~firm.~~amortized ~~From~~on ~~1983 to 1990, Mr. Einselen was employed by Scott and Stringfellow, Incorporated,~~ a ~~brokerage firm.~~straight-line ~~Mr.~~basis ~~Einselen’s professional experience and background as an executive and as one~~ of ~~our directors since 1999, have given him~~ the ~~expertise~~estimated ~~needed~~useful tolives ~~serve as one~~ of ~~our~~three ~~directors~~years.

~~THOMAS~~Recently C.issued ~~ROBERTSON has~~accounting been a director since January 1999. Since 1977, Mr. Robertson has been president and chief investment officer of Gardner & Robertson, an investment advisory firm. Mr. Robertson was senior vice president form 2005 to 2011, was president and chief financial officer from 1988 to 2005 and a director from 1988 to 2010 of Anderson & Strudwick, a brokerage firm. Mr. Robertson’s professional experience and background as a financial executive and as one of our directors since 1999, have given him the expertise needed to serve as one of our directors.standards

~~MARK~~There K.have ~~PATTERSON, has~~ been ~~a director since September 2010. Since April 2009, Mr. Patterson has been the executive vice president and chief~~no ~~financial~~new ~~officer~~accounting ofstandards ~~Appalachian~~made ~~Underwriters,~~effective ~~Inc.,~~during ~~a national wholesale brokerage outlet for insurance agents. Mr. Patterson also serves on~~ the ~~board~~year ofended ~~Appalachian~~December ~~Underwriters’ affiliates~~31, ~~Accident Insurance Company and Madison Insurance Company~~2012, ~~both~~ ~~property~~or ~~and~~that ~~casualty~~are ~~insurance~~not ~~companies~~yet ~~domiciled in South Carolina~~effective, asthat ~~well~~have ~~as the reinsurance affiliates~~significance, ~~Appalachian~~ Reinsurance Ltd. (Bermuda) and Cherokee Reinsurance Ltd. (Cayman). In addition, Mr. Patterson serves as the president and is the principal shareholder of American Employer Group, Inc., a Tennessee licensed professional employer organization. Prior to joining Appalachian, from September 2005 until April 2009, Patterson served as the chief financial officer of Express 1 Expedited Solutions, Inc. (AMEX: XPO), a transportation services organization focused upon premium transportation solutions provided through one of four non-asset based or ~~asset-light~~potential ~~operating units. During his time with Express~~significance, from February 2006 until April 2009, he also served on its Board of Directors. Over the past 20 years, Mr. Patterson has held senior financial positions at several transportation, distribution and manufacturing companies. Mr. Patterson served as the director of corporate reporting at SIRVA, Inc. in 2005. Prior to ~~that~~our ~~Mr. Patterson~~consolidated ~~served as the controller and director of~~ financial ~~planning and analysis at CRST International, Inc~~statements. from 2003 to 2004; as the chief financial officer of Coastal Resources, Inc. from 2001 to 2003; as the chief financial officer of Schilli Transportation Services, Inc. from 1998 through 2001; and in various financial positions within U.S. Xpress Enterprises, Inc. from 1994 through 1998. Mr. Patterson received a Bachelor of Science degree in Accounting from the University of Tennessee in 1987. Mr. Patterson’s professional experience as a senior executive at a number of public and private transportation, distribution and manufacturing companies has given him the expertise needed to serve as one of our directors.

25Off-balance sheet arrangements

~~HARRY~~We ~~WACHTEL joined~~do usnot inhave ~~conjunction~~any with the acquisition of Sunteck and has been chairman of the board and our chief executive officer since December 7, 2000. In addition, he also served as our president from 2000 through 2011. 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, nonoff-~~asset~~balance ~~based transportation~~sheet ~~logistics provider~~arrangements. Mr. Wachtel is an integral member of our Board and has been serving effectively on the Board with all the current members since joining the Board in 2000. As a senior executive officer of our company, he provides the Board with management’s perspective and insight to our business.

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 and became executive vice president in 2011. From 1994 to 1997 he served as a national account executive for Pioneer Services, Inc., a third party, non-asset based transportation logistics provider. Mr. Weiss is the brother-in-law of Mr. Wunderlich, our executive vice president and chief financial officer. As our national account executive, Mr. Weiss is an integral member of our Board and has been serving effectively on the Board with all the current members since joining the Board in 2000. As a senior executive officer of our company, he provides the Board with management’s perspective and insight to our business.26

~~WILLIAM~~Contractual 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.obligations

~~MICHAEL~~The P.following ~~WILLIAMS joined~~table ussummarizes ~~in January 2007 as~~ our ~~chief operating officer and general counsel and became president in 2011. From 2002 to 2006, Mr.~~contractual ~~Williams~~obligations ~~served~~ as ~~general counsel and vice president~~ of ~~legal~~December ~~and business affairs for Vexure~~31, Inc., a logistics company. Prior to that, from 1999 to 2002, Mr. Williams also served as general counsel and vice president of legal and business affairs for Stonier Transportation Group, Inc., a trucking and brokerage company. During his tenure with Stonier and Vexure, Mr. Williams gained experience handling customer and vendor contract negotiations, risk management strategies, human resources and assets management, and transportation and employment litigation matters. Mr. Williams received his juris doctor cum laude from Thomas Cooley Law School, Lansing, Michigan and his masters degree (LL.M.) in taxation from the University of Florida, Gainesville. He has been a member of the Florida Bar since 1995.2012:

Committees of the Board of Directors

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating Lease Obligations	$	719,000	$	219,000	$	391,000	$	109,000		-
Line of Credit	$	13,025,000		-	$	13,025,000		-		-
Total	$	13,744,000	$	219,000	$	13,416,000	$	109,000		-

~~Our~~Item ~~Board has an audit committee, a compensation committee and recently formed a special strategic initiatives committee~~7A. ~~The~~QUANTITATIVE ~~audit~~AND ~~committee~~QUALITATIVE ~~reviews the~~DISCLOSURES ~~scope~~ABOUT ~~and~~MARKET 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 of these committee is comprised of Messrs. Patterson, Einselen and Robertson, our non-employee independent outside directors. Mr. Patterson is the chairman of the audit and compensation committees. The strategic initiatives committee is responsible for working with management to evaluate strategic opportunities that may arise from time to time.. The committee is comprised of Mr. Patterson and Mr. Wachtel.RISK

26As a smaller reporting company we are not required to provide the information required by this Item.

~~Audit~~Item ~~Committee~~8. ~~Matters~~FINANCIAL STATEMENTS

~~Under~~The ~~its~~response ~~charter, the audit committee must pre-approve all engagements of our independent auditor unless an exception~~ to ~~such pre-approval exists~~this ~~under~~item ~~the Exchange Act or the rules of the SEC. Each year, the independent auditor’s retention to audit our financial statements, including the associated fee,~~ is ~~approved~~submitted byas ~~the~~a ~~committee~~separate ~~before~~section ~~the filing~~ of ~~the~~this ~~preceding~~Report ~~year’s annual report on Form 10-K. At the~~ beginning of the fiscal year, the audit committee will evaluate other known potential engagements of the independent auditor, including the scope of the work proposed to be performed and the proposed fees, and approve or reject each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on ~~the independent~~page ~~auditor’s independence from management~~F-1. 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~~Item the May 6, 2003 effective date of the SEC rules stating that an auditor is not independent of an audit client if the services it provides to the client are not appropriately approved, each new engagement of Dworken, Hillman, LaMorte & Sterczala, P9.C. ~~was~~CHANGES ~~approved~~IN inAND ~~advance by~~DISAGREEMENTS ~~the~~WITH ~~audit~~ACCOUNTANTS ~~committee,~~ON ~~and~~ACCOUNTING ~~none~~AND ofFINANCIAL ~~those engagements made use of the de minimus exception to pre-approval contained in the SEC’s rules.~~DISCLOSURES

~~Our Board has determined that the chairman of the audit committee, Mr~~None. Patterson, is an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K, and “independent” under Nasdaq’s listing standards and Section 10A(m)(3) of the Exchange Act.

~~Leadership~~Item ~~Structure~~9A. CONTROLS AND PROCEDURES

~~Our Board considers and establishes the appropriate leadership structure for us and has concluded that we and our stockholders are best served by not having~~ (a) ~~formal~~Evaluation ~~policy on whether the same individual should serve as both chief executive officer and chairman~~ of ~~the~~Disclosure ~~board.~~Controls Our Board believes that it is important to retain the flexibility to make this determination based on the circumstances at the time of the determination, recognizing that no single leadership structure will best serve us and our stockholders in all cases. This allows it to use its broad experience and knowledge to elect the most qualified director as chairman of the board, while maintaining its ability to separate the roles of chairman and chief executive officer. In making this determination, our Board will consider the potential advantages that may come from being chaired by a person other than the chief executive officer.Procedures

~~Mr.~~Our ~~Wachtel~~management, with the participation of our president and chief ~~executive~~financial officer, ~~serves~~carried asout ~~our~~an ~~chairman~~evaluation of the ~~board.~~effectiveness ~~Our~~of ~~Board~~our ~~has~~“disclosure controls ~~determined~~and ~~that~~procedures” ~~having~~(as ~~Mr.~~defined ~~Wachtel~~in ~~serve~~the Securities Exchange Act of 1934 as ~~both~~ amended (the ~~chairman~~“Exchange Act”) Rules 13a-15(e) and ~~chief~~15-d-15(e)) ~~executive~~as ~~officer~~of isthe inend of the ~~best~~period ~~interest~~covered ofby ~~both~~this report (the ~~company~~“Evaluation Date”). Based upon that evaluation, the president and chief financial officer concluded that as of the Evaluation Date, our ~~stockholders. We~~disclosure ~~believe~~controls and procedures ~~this~~are ~~structure~~effective ~~makes~~to ~~the~~ensure ~~best~~that ~~use~~information ofrequired to be disclosed by us in the ~~chief~~reports ~~executive~~that ~~officer’s~~we ~~extensive~~file ~~knowledge~~or ofsubmit ~~our~~under ~~business~~the Exchange Act (i) is recorded, processed, summarized and ~~personnel~~reported, ~~our~~within the time periods specified in the SEC’s rules and forms and ~~strategic~~(ii) ~~initiatives~~is accumulated and communicated to our ~~industry~~management, including our president and ~~also~~chief ~~fosters~~financial ~~real-time~~officer, ~~communication~~as ~~between~~appropriate ~~management~~to allow ~~and~~timely ~~our~~decisions ~~Board~~regarding required disclosure.

~~Oversight~~In connection with its evaluation, our management discovered certain matters relating to the documentation of ~~Risk~~a ~~Management~~new agent’s acquisition and a related truck acquisition transaction that occurred during the fiscal year ended December 31, 2012 that indicated a potential internal control weakness. In response to this discovery, incremental internal control measures were implemented to both identify the issue in future periods and prevent future occurrences from going undetected. There was no impact on our financial statements relating to this matter or on management’s conclusion as to the effectiveness of our disclosure controls and procedures as of the Evaluation Date.

Our Board recognizes that companies face a variety of risks, including credit risk, liquidity risk, strategic risk, and operational risk. It believes an effective risk management system will (1) timely identify the material risks that we face, (2) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant Board committee, (3) implement appropriate and responsive risk management strategies consistent with the our risk profile, and (4) integrate risk management into our decision-making. Our Board encourages and management promotes a corporate culture that incorporates risk management into our corporate strategy and day-to-day business operations. The Board also continually works, with the input of our management and executive officers, to assess and analyze the most likely areas of future risk for us.27

27(b) Management's Report on Internal Control over Financial Reporting

~~Stockholder~~Our management is responsible ~~Recommendation~~for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for ~~Director~~external ~~Nominations~~purposes in accordance with generally accepted accounting principles in the United States. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~Our~~Because ~~Board~~of ~~considers and~~its ~~establishes procedures regarding recommendations for nomination to the Board~~inherent limitations, ~~including~~internal ~~nominations~~control ~~submitted~~over byfinancial ~~stockholders. Recommendations~~reporting ofmay ~~stockholders~~not ~~should~~prevent ~~be sent to us in a timely manner, either in person~~ or bydetect ~~certified~~misstatements. ~~mail~~Also, toprojections ~~the attention~~ of ~~our~~any ~~Corporate Secretary. Any recommendations submitted to the secretary should be in writing and should include whatever supporting~~evaluation ~~material the stockholder considers appropriate in support~~ of ~~that~~effectiveness ~~recommendation but must include the information that would be required~~ to befuture ~~disclosed~~periods ~~under~~are ~~the~~subject ~~SEC’s rules in a proxy statement soliciting proxies for the election of such candidate and a signed consent of the candidate~~ to ~~serve as a director if elected. Our Board will evaluate all potential candidates in~~ the ~~same~~ ~~manner,~~risk ~~regardless~~that ofcontrols the source of the recommendation. Based on the information provided to the Board, it will make an initial determination whether to conduct a full evaluation of a candidate. As part of the full evaluation process, the Board may ~~conduct interviews,~~become ~~obtain~~inadequate ~~additional~~because ~~background information and conduct reference checks~~ of ~~the~~changes candidate, among other things. The Board may also ask the candidate to meet with management and other members of the Board. Although the Board has not adopted a formal policy regarding diversity, it considers a broad range of factors in ~~evaluating a candidate~~conditions, or ~~including~~that the ~~advantages~~degree ~~to the company that come from having a Board comprised~~ of ~~persons~~compliance with ~~diverse experiences and perspectives. Thus,~~ the ~~consideration~~policies ~~of diversity is not limited to matters of race, gender~~ or ~~national~~procedures ~~origin,~~may ~~but encompasses the candidate’s broad background and is evaluated in light of the existing composition of the Board~~deteriorate.

~~Code~~Management evaluated our internal control over financial reporting as of ~~Ethics~~December 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework. As a result of this assessment and based on the criteria in this framework, management has concluded that, as of December 31, 2012, our internal control over financial reporting was effective.

We(c) ~~have~~Changes ~~adopted~~in ~~a code~~Internal ofControl ~~ethics~~over ~~that~~Financial ~~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.~~Reporting

~~Section~~There ~~16(a)~~were ~~beneficial~~no ~~ownership~~changes in our internal control over financial reporting that occurred during the ~~compliance~~quarter ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Section~~Item 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC9B. ~~Officers,~~OTHER directors and greater than ten-percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished to us, or written representations that no Forms 5 were required, we believe that all Section 16(a) filing requirements applicable to our officers and directors were complied with during the fiscal year ended December 31, 2011.INFORMATION

28None.

~~Item~~PART ~~11. EXECUTIVE COMPENSATION~~III

~~Summary~~Item ~~Compensation~~10. ~~Table~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth ~~certain information with respect to compensation for~~ the ~~years ended December 31~~names, ~~2011~~ages and ~~2010~~positions ~~earned~~of ~~by or paid to~~ our ~~chief~~directors ~~executive officer~~ and ~~our two other most highly compensated~~ executive officers ~~in 2011 whose total compensation exceeded $100,000 (the “named executive officers”).~~:

Summary Compensation Table

Name	Age	Position

Peter C. Einselen	73	Director
Mark K. Patterson	50	Director
Thomas C. Robertson	67	Director
Harry Wachtel	54	Chairman of the board and chief executive officer
Mark Weiss	52	National account executive and director
Michael P. Williams	46	President, chief operating officer and general counsel
William Wunderlich	65	Chief financial officer

Name and Principal Position	Year	Salary ($)		Bonus ($)		Option Awards($) (1)		Other (2)		Total ($)
Harry M. Wachtel,	2011	$	250,000	$	418,000	$	35,000	$	2,000	$	705,000
Chairman of the board and chief executive officer (3)	2010	$	250,000	$	360,000	$	-	$	-	$	610,000
William I. Wunderlich,	2011	$	175,000	$	418,000	$	21,000	$	2,000	$	616,000
Executive vice president and chief financial officer	2010	$	175,000	$	360,000	$	-	$	-	$	535,000
Michael P. Williams,	2011	$	205,000	$	236,000	$	38,000	$	1,000	$	480,000
President and chief	2010	$	205,000	$	119,000	$	-	$	-	$	324,000
operating officer(3)					-

~~(1)~~PETER ~~Reflects~~C. ~~the~~EINSELEN has ~~fair~~been ~~value~~a ofdirector ~~the~~since ~~stock~~January ~~option~~1999. ~~awards~~Since ~~granted~~2011, ~~during~~Mr. ~~the~~Einselen ~~year~~has inbeen ~~accordance~~an ~~with~~account ~~FASB~~executive ~~ASC~~of ~~Topic~~Capital ~~718~~Guardian, ~~Accounting~~LLC, ~~for~~a ~~Stock~~securities brokerage ~~Compensation~~firm. ~~The~~Mr. ~~assumptions~~Einselen ~~underlying~~was ~~the~~an ~~valuation~~account executive from 1990 to 2011 and served as senior vice president from 1990 to 2001 of Anderson ~~equity~~& ~~awards~~Strudwick, ~~are~~a ~~set~~brokerage ~~forth~~firm. inFrom ~~Note~~1983 7to 1990, Mr. Einselen was employed by Scott and Stringfellow, Incorporated, a securities brokerage firm. Mr. Einselen’s professional experience and background as an executive and as one of our ~~financial~~directors since ~~statements,~~1999 ~~included~~have ~~elsewhere~~given inhim ~~this~~expertise ~~report~~and knowledge that is valuable to the Board and makes him well qualified to serve as one of our directors.

MARK K. PATTERSON has been a director since September 2010. Since April 2009, Mr. Patterson has been the executive vice president and chief financial officer of Appalachian Underwriters, Inc., a wholesale insurance brokerage outlet. Mr. Patterson also serves on the board of directors of several companies operating within the insurance industry. These include Accident Insurance Company, Inc. and Madison Insurance Company, Inc. both regulated property and casualty insurance companies domiciled in South Carolina; American Builders Insurance Company RRG, Inc., a risk retention group domiciled in Montana; the reinsurance companies Appalachian Reinsurance Ltd. of Bermuda and Cherokee Reinsurance Ltd. of the Cayman Islands; Bermuda based AIC Risk Management Ltd. and Bermuda American Intermediaries, Ltd.; and Monarch Intermediaries Ltd. of the Cayman Islands. In addition, Mr. Patterson serves as the president of American Employer Group, Inc., a Tennessee licensed professional employer organization. Prior to joining Appalachian Underwriters, Inc., from September 2005 until April 2009, Mr. Patterson served as the chief financial officer of Express 1 Expedited Solutions, Inc. (2NYSE: XPO), a ~~Includes~~transportation ~~company~~services ~~matching~~organization ~~contributions~~focused upon premium transportation solutions provided through several non-asset based or asset-light operating units. During this tenure, Mr. Patterson served on the Board of Directors of XPO from February 2006 until April 2009. Over the past 25 years, Mr. Patterson has held senior financial positions at several transportation, distribution and manufacturing companies, including a number of publicly traded organizations. Mr. Patterson has served as the director of corporate reporting at SIRVA, Inc. as well as the controller and director of financial planning and analysis at CRST International, Inc. He has also held the position of chief financial officer of Coastal Resources, Inc. and chief financial officer of Schilli Transportation Services, Inc. Mr. Patterson previously held various senior financial positions within U.S. Xpress Enterprises, Inc., including controller and director of treasury and finance. Prior to his career in the transportation sector, Mr. Patterson served as controller within the international manufacturing firm, Ahlstrom Filtration, Inc., and as controller within the domestic manufacturer PI, Inc. In 1987, Mr. Patterson received a ~~qualifying~~Bachelor ~~401(K)~~of ~~plan~~Science degree in Accounting from the University of Tennessee. Mr. Patterson’s professional experience as a senior executive at a number of public and private transportation, distribution and manufacturing companies, within both the domestic and international markets, together with his particular depth in financial and capital market matters, represents a valuable skill set needed by the Board and well qualifies him to serve as one of our directors.

~~(3)~~THOMAS C. ROBERTSON, CFA, has been a director since January 1999. In ~~November~~July ~~2011~~2012 Mr. Robertson joined Redmond Asset Management, an investment advisory firm, as a portfolio manager. From 1977 to June 2012, Mr. ~~Williams~~Robertson ~~replaced~~was president and chief investment officer of Gardner & Robertson, an investment advisory firm. Mr. ~~Wachtel~~Robertson was senior vice president from 2005 to 2011, was president and chief financial officer from 1988 to 2005 and a director from 1988 to 2010 of Anderson & Strudwick, a brokerage firm. Mr. Robertson’s professional experience, particularly his background as a financial executive and as one of our ~~president~~directors since 1999, have given him expertise and knowledge that is valuable to the Board and makes him well qualified to serve as one of our directors.

~~Discussion~~HARRY WACHTEL joined us in conjunction with the acquisition of ~~Summary~~Sunteck ~~Compensation~~and has been chairman of the board and our chief executive officer since December 2000. In addition, he also served as our president from 2000 through 2011. From 1997 through 2011 he was also 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. Mr. Wachtel is an integral member of our Board and has been serving effectively on the Board with all the current members since joining the Board in 2000. As a senior executive officer of our company, he provides the Board with management’s perspective and insight into our business.

We believe that the total compensation paid to our named executive officers for the fiscal year ended December 31, 2011 achieves the overall objectives of our executive compensation program. In accordance with our overall objectives, executive compensation for 2011 was competitive with our peer group and was weighted more heavily to pay for performance.29

~~Employment~~MARK ~~Agreements~~WEISS joined us in conjunction with the acquisition of Sunteck and ~~Severance~~has been a director since December 2000. Since 1997, he has been employed ~~Benefits~~by Sunteck as a national account executive and became executive vice president in 2011. From 1994 to 1997 he served as a national account executive for Pioneer Services, Inc., a third party, non-asset based transportation logistics provider. Mr. Weiss is the brother-in-law of Mr. Wunderlich, our executive vice president and chief financial officer. As our national account executive, Mr. Weiss is an integral member of our Board and has been serving effectively on the Board with all the current members since joining the Board in 2000. As a senior executive officer of our company, he provides the Board with management’s perspective and insight into our business.

OnMICHAEL ~~February~~P. ~~7, 2011~~WILLIAMS wejoined ~~entered~~us ~~into~~in ~~amended~~January 2007 as our chief operating officer and ~~restated~~general ~~employment~~counsel ~~agreements~~and ~~(the~~became ~~“Employment~~our ~~Agreements”)~~president ~~with~~in ~~each~~2011. ofFrom ~~Harry~~2002 ~~Wachtel~~to 2006, ~~William~~Mr. ~~Wunderlich~~Williams served as general counsel and ~~Michael~~vice ~~Williams~~president of legal and business affairs for ~~their~~Vexure, ~~continued~~Inc., ~~employment~~a ~~with~~logistics uscompany. Prior to that, from 1999 to 2002, Mr. Williams also served as general counsel and vice president of legal and ~~chief~~business ~~executive~~affairs for ~~officer~~Stonier Transportation Group, ~~chief financial~~Inc., ~~officer~~a trucking and ~~chief~~brokerage ~~operating~~company. ~~officer~~During his tenure with Stonier and Vexure, ~~respectively~~Mr. ~~The~~Williams gained ~~Employment~~experience ~~Agreements~~handling ~~are~~customer ~~substantially~~and ~~identical~~vendor contract negotiations, risk management strategies, human resources and ~~provide~~assets management, and ~~among~~transportation ~~other~~and ~~things~~employment litigation matters. Mr. Williams received his juris doctor cum laude from Thomas Cooley Law School, Lansing, asMichigan ~~follows:~~and his masters degree (LL.M.) in taxation from the University of Florida, Gainesville. He has been a member of the Florida Bar since 1995.

~~Term:~~WILLIAM ~~The~~WUNDERLICH joined ~~terms~~us ofin ~~the~~October 1992 as our vice president - finance, became chief financial officer in January 1993, president in January ~~Employment~~1999 ~~Agreements~~and, ~~expire~~in onconjunction with the acquisition of Sunteck, became our executive vice president in December 312000. From 1990 to 1992, he ~~2015~~served as vice president of Goldstein Affiliates, ~~subject~~Inc., a public adjusting company. From 1981 to ~~earlier~~1990, ~~termination~~he served as ~~provided~~executive vice ~~therein~~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, an executive officer and one of our directors.

29Audit Committee

~~Base~~Our ~~Salary:~~Board ~~$250,000,~~has an audit ~~$175,000~~committee which reviews the scope and ~~$205,000~~results ~~per~~of ~~annum,~~the ~~for~~audit ~~Harry~~and ~~Wachtel,~~other ~~William~~services ~~Wunderlich~~provided by our independent accountants and ~~Michael~~our ~~Williams,~~internal controls. ~~respectively~~The committee is comprised of Messrs. Patterson, ~~payable~~Einselen inand ~~accordance with~~Robertson, our ~~then~~non-employee ~~prevailing~~independent ~~payroll~~outside ~~policy~~directors.

~~Annual Bonus:~~ The ~~Employment~~Board ~~Agreements~~has adopted a written charter for ~~Messrs~~the audit committee, a copy of which is available on our website at www.suntecktransportgroup.com ~~Wachtel~~by ~~and~~clicking on ~~Wunderlich~~“Investor ~~provide~~Relations.” ~~for~~Under anits ~~annual~~charter, ~~bonus~~the ~~equal~~audit committee must pre-approve all engagements of our independent accountants unless an exception to ~~10%~~such pre-approval exists under the Exchange Act or the rules of the SEC. Each year, the independent accountants’ retention to audit our ~~first~~financial $1statements,~~250~~ including the associated fee,~~000~~ is approved by the committee before the filing of ~~Operating~~the ~~Profit~~preceding ~~(as~~year’s ~~defined~~annual ~~therein)~~report ~~plus~~on anForm ~~additional~~10-K. 5%At the beginning of ~~any~~the ~~Operating~~fiscal ~~Profit~~year, inthe ~~excess~~audit committee will evaluate other known potential engagements of ~~$1,250,000;~~the ~~provided,~~independent ~~however~~accountants, including the scope of the work proposed to be ~~total~~performed ~~annual~~and ~~aggregate~~the ~~salary~~proposed fees, and ~~bonus~~approve ~~payable~~or toreject ~~Messrs.~~each ~~Wachtel~~service, ~~and~~taking ~~Wunderlich~~into account whether the services are ~~limited~~permissible under toapplicable alaw ~~maximum~~and the possible impact of ~~$750~~each non-audit service on the independent accountants’ independence from management. At each subsequent committee meeting,~~000~~ the committee will receive updates on the services actually provided by the independent accountants, and ~~$675~~management may present additional services for approval. Typically,~~000,~~ these would be services such ~~respectively~~as due diligence for an acquisition that would not have been known at the beginning of the year.

~~The Employment~~Since ~~Agreement~~the ~~for~~May ~~Mr.~~6, ~~Williams~~2003 effective ~~provides~~date ~~for an annual bonus equal to 2%~~ of ~~our~~the ~~first~~SEC ~~$3,000,000~~rules ofstating ~~Operating~~that ~~Profit plus~~ an ~~additional:~~accountant ~~(i)~~is ~~three~~not ~~percent~~independent ~~(3%)~~ of ~~any~~an ~~Operating~~audit ~~Profit~~client inif ~~excess~~the ofservices ~~$3,000,000~~it ~~but~~provides ~~less~~to the ~~than~~client orare ~~equal~~not toappropriately $4approved,~~000,000;~~ ~~(ii) four~~each ~~percent~~new ~~(4%)~~engagement of ~~any~~Dworken, ~~Operating~~Hillman, ~~Profit~~LaMorte in& ~~excess of $4~~Sterczala,~~000,000~~ ~~but~~P.C. ~~less~~was ~~than~~approved in oradvance ~~equal~~by tothe $5audit committee,~~000,000;~~ and ~~(iii)~~none ~~five percent (5%)~~ of ~~any~~those ~~Operating~~engagements ~~Profit~~made inuse ~~excess~~ of ~~$5,000,000; provided, however,~~ the ~~total~~de ~~annual~~minimis ~~aggregate~~exception ~~salary~~to ~~and~~pre-approval ~~bonus payable~~contained toin ~~Mr.~~the ~~Williams~~SEC’s ~~is limited to a maximum of $485,000~~rules.

Change in Control Payments: The Employment Agreements provide that in the event of a Change in Control (as defined therein), Messrs. Wachtel, Wunderlich and Williams shall each receive a lump-sum cash payment equal to one and one-half times the respective named executive officer’s Base Compensation (as defined therein), plus one and one-half times of his average Annual Bonus for the prior two years. Further, upon a Change in Control, we may, within a specified period, terminate the named executive officer’s employment with us without further liability to the named executive officer other than with respect to the provision of continued medical coverage through December 31, 2015.30

~~Incentive~~The Board has determined ~~Compensation:~~that ~~The~~the ~~named~~chairman ~~executive~~of ~~officers~~the ~~are~~audit ~~eligible~~committee, toMr. ~~receive~~Patterson, ~~bonuses~~is an “audit committee financial expert,” toas bethat ~~determined~~term atis defined ~~the~~in ~~sole~~Item ~~discretion~~407(d)(5) of ~~the Board~~Regulation S-K, and ~~payable~~“independent” inunder ~~accordance~~NASDAQ’s ~~with~~listing ~~our~~standards ~~then~~and ~~prevailing~~Section ~~policy~~10A(m)(3) of the Exchange Act. The audit committee met four times in 2012.

~~Benefits. During~~Director ~~the~~Nominations ~~employment term, each individual is entitled to participate in any of our then existing retirement plans, pension, insurance, health, disability or other benefit plans or programs.~~

InThe ~~November~~Board ~~2011,~~has Mrnot created a nominating committee. ~~Williams~~Instead, ~~replaced~~the functions of a nominating committee, including oversight of corporate governance, is performed Mrby the Board as a whole. ~~Wachtel~~The Board regards this policy as ~~our~~advantageous ~~president~~to AutoInfo in view of the relatively small size of the company (compared to publicly held corporations generally), and the size and relative stability of the Board.

~~Tax~~The ~~Deductibility~~Board considers and establishes procedures regarding recommendations for nomination to the Board, including nominations submitted by stockholders. Recommendations of ~~Executive~~stockholders ~~Compensation~~should be sent to us in a timely manner, either in person or by certified mail, to the attention of our Corporate Secretary. Any recommendations submitted to the secretary should be in writing and should include whatever supporting material the stockholder considers appropriate in support of that recommendation but must include the information that would be required to be disclosed under the SEC’s rules in a proxy statement soliciting proxies for the election of such candidate and a signed consent of the candidate to serve as a director if elected. The Board will evaluate all potential candidates in the same manner, regardless of the source of the recommendation. Based on the information provided to the Board, it will make an initial determination whether to conduct a full evaluation of a candidate. As part of the full evaluation process, the Board may conduct interviews, obtain additional background information and conduct reference checks of the candidate, among other things. The Board may also ask the candidate to meet with management and other members of the Board. Although the Board has not adopted a formal policy regarding diversity, it considers a broad range of factors in evaluating a candidate, including the advantages to the company that come from having a board of directors comprised of persons with diverse experiences and perspectives. Thus, the consideration of diversity is not limited to matters of race, gender or national origin, but encompasses the candidate’s broad background and is evaluated in light of the existing composition of the Board.

~~Section~~Leadership 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 chief executive officer and four other most highly compensated executive officers, unless the compensation is considered performance based. The compensation disclosed in this report does not exceed the $1 million limit, and executive compensation for 2012 is also expected to qualify for deductibility. We currently intend to structure the performance-based portion of our executive officers' compensation to achieve maximum deductibility under Section 162(m) of the code with minimal sacrifices in flexibility and corporate objective.Structure

~~Although~~The ~~deductibility~~Board considers ofand ~~compensation~~establishes isthe ~~preferred~~appropriate leadership structure for us, ~~tax~~and ~~deductibility~~has isconcluded that we and our stockholders are best served by not having a ~~primary~~formal ~~objective~~policy ofon ~~our~~whether ~~compensation~~the ~~programs~~same individual should serve as both chief executive officer and chairman of the board. The WeBoard ~~believe~~believes that ~~achieving~~it is important to retain the flexibility to make this determination based on the circumstances at the time of the determination, recognizing that no single leadership structure will best serve us and our ~~compensation~~stockholders ~~objectives~~in ~~set~~all ~~forth~~cases. This ~~above~~allows isit ~~more~~to ~~important~~use ~~than~~its experience and knowledge to elect the ~~benefit~~most qualified director as chairman of ~~tax~~the ~~deductibility~~board, ~~and~~while wemaintaining its ~~reserve~~ability to separate the ~~right~~roles of chairman and chief executive officer if it deems it to be advantageous to AutoInfo. In making ~~maintain~~this ~~flexibility~~determination, inthe ~~how~~Board wewill ~~compensate~~consider ~~our~~the ~~executive~~potential ~~officers~~advantages that may ~~result~~come infrom ~~limiting~~being ~~the~~chaired ~~deductibility~~by ofa ~~amounts~~person ofother ~~compensation~~than the ~~from~~chief ~~time~~executive ~~to time~~officer.

~~Indemnification~~Mr. ~~Arrangements~~Wachtel, our chief executive officer, serves as our chairman of the board. The Board has determined that having Mr. Wachtel serve as both the chairman and chief executive officer is in the best interest of Autoinfo and our stockholders. We believe this structure makes the best use of the chief executive officer’s extensive knowledge of our business and personnel, our strategic initiatives and our industry, and also fosters real-time communication between management and the Board.

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.31

30Oversight of Risk Management

~~Our~~The ~~Certificate~~Board recognizes that companies face a variety of risks, including credit risk, liquidity risk, strategic risk and operational risk. It believes ~~Incorporation~~an ~~also~~effective ~~provides~~risk management system will (i) timely identify the material risks that awe ~~director~~face, ~~will~~(ii) communicate ~~not~~necessary information bewith ~~personally~~respect ~~liable~~to material risks to ussenior orexecutives and, as appropriate, to ~~our~~the ~~stockholders~~Board ~~for~~or ~~monetary~~relevant ~~damages~~Board ~~for~~committee, ~~breach~~(iii) implement ofappropriate ~~the~~and ~~fiduciary~~responsive ~~duty~~risk ofmanagement ~~care~~strategies asconsistent with our risk profile, and (iv) integrate risk management into our decision-making. The Board encourages and management promotes a ~~director~~corporate culture that incorporates risk management into our corporate strategy and day-to-day business operations. ~~This~~The ~~provision~~Board ~~does~~also ~~not~~continually ~~eliminate~~works, orwith ~~limit~~the input of our management and executive officers, to assess and analyze the ~~liability~~most likely areas of afuture ~~director:~~risk for us.

·Code ~~for breach~~ of ~~his~~Ethics ~~or her duty of loyalty to us or to our stockholders;~~

·We ~~for~~have ~~acts~~adopted ora code ~~omissions~~of ~~not~~ethics inthat ~~good~~applies ~~faith~~to orour ~~which~~principal ~~involve~~executive ~~intentional~~officer, ~~misconduct~~principal orfinancial aofficer ~~knowing~~and ~~violation~~other persons performing similar functions. This code of ~~law;~~ethics is posted on our website at www.suntecktransportgroup.com.

~~· under~~ Section ~~174 of the Delaware General Corporation Law~~ 16(~~relating~~a) tobeneficial ~~unlawful~~ownership ~~payments or dividends or unlawful stock repurchases or redemptions); or~~reporting compliance

·Section ~~for~~16(a) ~~any~~of ~~improper~~the Securities ~~benefit~~Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten-percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished to us, or written representations that no Forms 5 were required, we believe that all Section 16(a) filing requirements applicable to our officers and directors were complied with during the fiscal year ended December 31, 2012.

~~Outstanding Equity Awards~~32

~~The~~Item ~~following~~11. ~~table sets~~EXECUTIVE ~~forth certain information with respect to outstanding equity awards at December 31, 2011 with respect to the named executive officers.~~COMPENSATION

~~Outstanding~~Summary ~~Equity~~Compensation ~~Awards at Fiscal Year-End~~Table

	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable			Option Exercise Price		Option Expiration Date
Harry M. Wachtel		-		500,000	(1)	$	.76	2/14/2017
William I. Wunderlich		-		300,000	(1)	$	.76	2/14/2017
Michael P. Williams		600,000		-		$	1.12	6/06/2012
Michael P. Williams		266,667		133,333	(2)	$	.29	3/16/2015
Michael P. Williams		-		450,000	(3)	$	.78	12/15/2017

The following table sets forth certain information with respect to compensation for the years ended December 31, 2012 and 2011 earned by or paid to our chief executive officer and our two other most highly compensated executive officers in 2012 whose total compensation exceeded $100,000 (the “named executive officers”).

~~(1)~~Summary ~~Vests~~Compensation inTable ~~equal~~– ~~annual installments from February 15,~~ 2012 ~~through February 15, 2016.~~

(2) Vests in equal annual installments from March 16, 2010 through March 16, 2012.

Name and Principal Position	Year		Salary		Option Awards (1)		Non-Equity Incentive Plan Com- pensation		All Other Compensation (2)		Total
Harry M. Wachtel,		2012	$	250,000	$	-	$	495,000	$	20,000	$	765,000
Chairman of the board and		2011	$	250,000	$	35,000	$	418,000	$	20,000	$	723,000
chief executive officer (3)

William I. Wunderlich,		2012	$	175,000	$	-	$	495,000	$	20,000	$	690,000
Executive vice president		2011	$	175,000	$	21,000	$	418,000	$	20,000	$	634,000
and chief financial officer

Michael P. Williams,		2012	$	205,000	$	-	$	280,000	$	19,000	$	504,000
President and chief		2011	$	205,000	$	38,000	$	236,000	$	18,000	$	498,000
operating officer(3)

~~(3) Vests in equal annual installments from December 15, 2012 through December 15, 2016.~~_______________________

31(1) Reflects the fair value of the stock option awards granted during the year in accordance with FASB ASC Topic 718, Accounting for Stock Compensation. The assumptions underlying the valuation of equity awards are set forth in Note 7 of our financial statements, included elsewhere in this report.

~~Compensation~~(2) ofIncludes ~~Directors~~company matching contributions to a qualifying 401(K) plan and reimbursed automobile expenses.

~~Beginning~~(3) in the fourth quarter of 2010, we pay annual director’s fees of $12,500 to each of Messrs. Robertson and Einselen and $18,750 to Mr. Patterson as chairman of the audit and compensation committees. Directors are reimbursed for the costs relating to attending Board and committee meetings. In ~~addition,~~November ~~in February~~ 2011 ~~Messrs. Patterson~~, ~~Robertson and Einselen were each granted an option to purchase 200,000 shares of our common stock at $0~~Mr.76 ~~per~~Williams ~~share,~~replaced ~~115% of the fair market value on the date of grant. Further, in December 2011,~~ Mr. ~~Patterson~~ ~~was~~Wachtel ~~granted~~as ~~an additional option to purchase 250,000 shares of~~ our ~~common stock at $0~~president.~~78 per share, 115% of the fair market value on the date of grant in conjunction with his appointment as chairman of the strategic initiatives committee.~~

~~The~~Discussion ~~following table provides compensation information for the year ended December 31, 2011 for each~~ of ~~the~~Summary ~~independent members of our Board.~~Compensation

~~Director~~We ~~Compensation~~believe that the total compensation paid to our named executive officers for the fiscal year ended December 31, 2012 achieves the overall objectives of our executive compensation program. We believe that, in accordance with our overall objectives, executive compensation for 2012 was competitive with comparable companies. Executive compensation opportunities were weighted more heavily to pay for performance.

Name (3)	Year		Fees		Option Awards (1) (2)		Total
Thomas C. Robertson		2011	$	12,500	$	14,081	$	26,581
Peter C. Einselen		2011	$	12,500	$	14,081	$	26,581
Mark K. Patterson		2011	$	18,750	$	30,724	$	49,474

Non-equity incentive plan compensation paid out for 2012 were annual bonuses paid under the terms of the executives’ employment agreements described below. The level of bonuses reflected our 2012 results, with $278.2 million in GAAP revenues, representing an increase of 9.5% over pro-forma 2011, and GAAP income from operations of $7.4 million representing an increase of 14.8% over pro-forma 2011.

~~(1)~~Employment ~~Reflects~~Agreements ~~the~~and fair value of the stock option awards granted during the year in accordance with FASB ASC Topic 718, Accounting for Stock Compensation. The assumptions underlying the valuation of equity awards are set forth in Note 7 of our financial statements, included elsewhere in this report.Severance Benefits

~~(2)~~ On February 147, 2011, we entered into amended and restated employment agreements (the “Employment Agreements”) with each of ~~Mr.~~Harry ~~Robertson~~Wachtel, William ~~Mr.~~Wunderlich ~~Einselen~~ and ~~Mr.~~Michael ~~Patterson~~Williams ~~was~~for ~~granted~~their ancontinued ~~option~~employment towith ~~purchase~~us ~~200,000~~as ~~shares~~president ofand ~~our~~chief ~~common~~executive ~~stock.~~officer, Onchief financial ~~December~~officer ~~15,~~and ~~2011~~chief operating officer, Mrrespectively. ~~Patterson~~The ~~was~~Employment ~~granted~~Agreements anare ~~option~~substantially toidentical ~~purchase~~and ~~250~~provide,~~000~~ among ~~shares~~other ofthings, ~~our~~as ~~common~~follows: ~~stock.~~

(3) At December 31, 2011: (i) Mr. Robertson held options exercisable for an aggregate of 600,000 shares at exercise prices ranging from $0.32 to $1.17 per share; (ii) Mr. Einselen held options exercisable for an aggregate of 622,500 shares at exercise prices ranging from $0.20 to $1.17 per share; and (iii) Mr. Patterson held options exercisable for an aggregate of 550,000 shares with exercise prices ranging from $0.56 to $0.78 per share. The number of shares to be acquired upon exercise assumes that the options are fully- vested.33

Equity Compensation Plan Information Year Ended December 31, 2011
Plan Category	Number of securities tobe issued upon exerciseof outstanding options, warrants and rights		Weighted-average exercise price of outstanding options,warrants and rights		Number of securities remaining available for future issuance under equity compensation plans(excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders (1992, 1997, 1999, 2003 and 2006)		4,960,000	$	0.71		4,503,000
Equity compensation plans not approved by security holders (1)		4,075,000	$	0.73		1,305,000
Total		9,036,000	$	0.72		5,808,000

Term: The terms of the Employment Agreements expire on December 31, 2015, subject to earlier termination as provided therein.

~~(1) Includes~~Base ~~the~~Salary: ~~following~~$250,000, $175,000 ~~equity~~and ~~compensation~~$205,000 ~~plans:~~per annum, for Harry Wachtel, William Wunderlich and Michael Williams, respectively, payable in accordance with our then prevailing payroll policy.

32Annual Bonus: The Employment Agreements for Messrs. Wachtel and Wunderlich provide for an annual bonus equal to 10% of our first $1,250,000 of Operating Profit (as defined therein) plus an additional 5% of any Operating Profit in excess of $1,250,000; provided, however, the total annual aggregate salary and bonus payable to Messrs. Wachtel and Wunderlich are limited to a maximum of $750,000 and $675,000, respectively.

·The InEmployment Agreement ~~2006,~~for weMr. ~~established~~Williams ~~the~~provides ~~2006~~for ~~Independent~~an ~~Sales~~annual ~~Agent~~bonus ~~Stock~~equal ~~Option Plan (the “Sales Agent Plan”)~~ to ~~align~~2% ~~the interests~~ of our ~~independent~~first ~~sales~~$3,000,000 ~~agents and affiliates with those~~ of ~~our~~Operating ~~stockholders,~~Profit toplus ~~afford~~ an ~~incentive~~additional: (i) tothree ~~such~~percent ~~sales~~(3%) ~~agents~~of toany ~~continue~~Operating asProfit ~~such,~~in toexcess ~~increase~~of ~~their~~$3,000,000 ~~efforts~~but onless ~~our~~than ~~behalf~~or ~~and~~equal to ~~promote the success of our business. Generally~~$4,000,000; ~~the~~(ii) ~~Sales~~four ~~Agent Plan is administered by our Board and provides~~ percent (i4%) ~~for the granting~~ of ~~non-qualified~~any ~~stock~~Operating ~~options,~~Profit ~~(ii)~~in ~~that~~excess ~~the~~of ~~maximum~~$4,000,000 ~~term~~but ~~for~~less ~~options~~than ~~granted~~or ~~under~~equal ~~the~~to ~~plan~~$5,000,000; ~~is 10 years~~ and (iii) ~~that~~five ~~the~~percent ~~exercise~~(5%) ~~price~~of ~~for~~any ~~the~~Operating Profit ~~options~~in ~~may~~excess ~~not~~of be$5,000,000; ~~less~~provided, ~~than~~however, the ~~115%~~total ofannual ~~the~~aggregate ~~fair~~salary ~~market~~and ~~value~~bonus ofpayable ~~our~~to ~~common~~Mr. ~~stock~~Williams onis limited ~~the~~to ~~date~~a maximum of ~~grant~~$485,000.

·Change Inin Control ~~2005,~~Payments: weThe ~~established~~Employment ~~the~~Agreements ~~2005~~provide ~~Independent~~that ~~Sales~~in ~~Agent Stock Option Plan (~~the ~~“2005~~event ~~Sales Agent Plan”) to align the interests~~ of ~~our~~a ~~independent~~Change ~~sales~~in ~~agents~~Control ~~and~~(as ~~affiliates~~defined ~~with~~therein), ~~those of our stockholders~~Messrs. Wachtel, toWunderlich ~~afford~~and anWilliams ~~incentive~~shall toeach ~~such~~receive ~~sales~~a ~~agents~~lump-sum tocash ~~continue~~payment asequal ~~such,~~ to ~~increase~~one ~~their efforts on our behalf~~ and toone-half ~~promote~~times the ~~success~~respective ofnamed executive ~~our~~officer’s ~~business.~~Base ~~Generally,~~Compensation ~~the~~(as ~~2005~~defined ~~Sales~~therein), ~~Agent~~plus ~~Plan~~one isand ~~administered~~one-half bytimes ~~our~~of ~~Board~~his ~~and~~average ~~provides~~Annual ~~(i)~~Bonus for the prior ~~granting~~two ofyears. ~~non-qualified stock options~~Further, ~~(ii)~~upon ~~that~~a ~~the~~Change ~~maximum~~in ~~term~~Control, ~~for~~we ~~options~~may, ~~granted~~within ~~under~~a ~~the~~specified ~~plan~~period, isterminate 10the ~~years~~named ~~and~~executive ~~(iii)~~officer’s employment ~~that~~with ~~the~~us ~~exercise~~without ~~price~~further ~~for~~liability to the ~~options~~named ~~may~~executive ~~not~~officer beother ~~less~~ than ~~100%~~with ofrespect to the ~~fair~~provision ~~market value~~ of ~~our~~continued medical ~~common~~coverage ~~stock~~through onDecember ~~the~~31, ~~date of grant~~2015.

~~Item~~Incentive Compensation: ~~12.~~The ~~SECURITY~~named ~~OWNERSHIP~~executive OFofficers ~~CERTAIN~~are ~~BENEFICIAL~~eligible ~~OWNERS~~to ~~AND~~receive ~~MANAGEMENT~~bonuses, ~~AND~~to ~~RELATED~~be ~~STOCKHOLDER~~determined ~~MATTERS~~at the sole discretion of the Board and payable in accordance with our then prevailing policy.

~~The following table,~~Benefits. ~~together~~During ~~with~~ the ~~accompanying~~employment ~~footnotes~~term, ~~sets~~each ~~forth~~individual ~~information,~~is asentitled ~~of March 12, 2012, regarding stock ownership of all persons known by us~~ to ~~own~~participate ~~beneficially~~in 5%any ~~or more~~ of our ~~outstanding~~then ~~common~~existing ~~stock~~retirement plans, ~~all~~pension, ~~directors~~insurance, health, ~~named~~disability ~~executive~~or ~~officers~~other ~~and~~benefit ~~all~~plans ~~directors and~~or ~~executive officers as a group~~programs.

WeIn ~~determined~~November beneficial ownership in accordance with rules promulgated by the SEC pursuant to which a person is deemed to be a beneficial owner of securities that can be acquired by such person within 60 days from March 122011, ~~2012 upon the exercise of options and warrants or conversion of convertible securities~~Mr. ~~Each~~ ~~beneficial~~Williams ~~owner’s percentage ownership is determined by assuming that options, warrants~~replaced ~~and convertible securities that are held by such person (but not held by any other person) and that are exercisable or convertible within 60 days from March 12, 2012 have been exercised or converted~~Mr. ~~Except~~Wachtel as ~~otherwise~~our 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 applicablepresident. ~~All information with respect to beneficial ownership has been furnished to us by the respective stockholder.~~

33Tax Deductibility of Executive Compensation

Name of	Shares of Common Stock			Percentage
Beneficial Owner (1)	Beneficially Owned			Of Ownership
(i) Directors and Executive Officers
Harry Wachtel		6,286,503	(2)		18.4	%
Thomas C. Robertson		672,431	(3)		1.9	%
Peter C. Einselen		768,931	(4)		2.2	%
Mark K. Patterson		73,300	(8)		*
Mark Weiss		911,503	(6)		2.7	%
William I. Wunderlich		1,382,342	(7)		4.1	%
Michael P. Williams		869,667	(5)		2.5	%
All executive officers and directors as a group (7 persons)		9,705,832	(9)		26.9	%
(ii) 5% Stockholders
James T. Martin		5,620,000	(10)		16.5	%
Kinderhook Partners, LP		6,278,312	(10)		18.4	%
Baker Street Capital L.P.		3,094,884	(10)		9.1	%

Section 162(m) of the Internal Revenue Code of 1996, as amended, generally disallows a tax deduction to public companies for compensation over $1 million paid to the chief executive officer and certain other most highly compensated executive officers (excluding the chief financial officer), unless the compensation is considered performance based. The compensation to named executive officers in fiscal 2012 and 2011 did not exceed the $1 million limit, and we expect executive compensation for 2013 also will qualify for deductibility.

*Although ~~Less~~deductibility of compensation is preferred, tax deductibility is not a primary objective of our compensation programs. We believe that achieving our compensation objectives set forth above is more important than ~~one~~the ~~percent~~benefit of tax deductibility and we reserve the right to maintain flexibility in how we compensate our executive officers that may result in limiting the deductibility of amounts of compensation from time to time.

~~(1)~~Indemnification Unless otherwise indicated below, each director, executive officer and each 5% stockholder has sole voting and investment power with respect to all shares beneficially owned. The address for Mr. Wachtel, Mr. Weiss and Mr. Wunderlich is c/o AutoInfo, Inc., 6413 Congress Avenue, Suite 260, Boca Raton, FL 33487. The address for Mr. Martin is c/o Bermuda Trust Company, Compass Point Road, 9 Bermudian Road, Hamilton HM11, Bermuda. The address for Kinderhook Partners, LP is One Executive Drive, Suite 160, Fort Lee, NJ 07024. The address for Baker Street Capital L.P. is 12400 Wilshire Blvd., Suite 940, Los Angeles, CA 90025Arrangements

~~(2)~~Our ~~Includes~~Certificate ~~1,258,845~~of Incorporation ~~shares~~provides ~~with~~that ~~respect~~we toindemnify ~~which~~and ~~Mr.~~hold ~~Wachtel~~harmless ~~has~~each ~~been~~of ~~granted~~our ~~voting~~directors ~~rights~~and ~~pursuant~~officers to ~~voting~~the ~~proxy~~fullest ~~agreements~~extent authorized by the Delaware General Corporation Law, against all expense, liability and ~~100~~loss (including attorney's fees,~~000~~ ~~shares~~judgments, ~~issuable~~fines, ERISA ~~upon~~excise ~~the~~taxes ~~exercise~~or ofpenalties ~~vested~~and ~~stock~~amounts ~~options~~paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith.

~~(3) Includes 440,000 shares issuable upon the exercise of vested stock options.~~34

~~(4)~~Our ~~Includes~~Certificate ~~462,500~~of Incorporation ~~shares~~also ~~issuable~~provides ~~upon~~that a director will not be personally liable to us or to our stockholders for monetary damages for breach of the ~~exercise~~fiduciary duty of ~~vested~~care ~~stock~~as ~~options~~a director. This provision does not eliminate or limit the liability of a director:

~~(5)~~· ~~Includes~~for ~~866,667~~breach ~~shares~~of ~~issuable~~his ~~upon~~or ~~the~~her ~~exercise~~duty of ~~vested~~loyalty ~~stock~~to ~~options.~~us or to our stockholders;

~~(6)~~· ~~Includes~~for ~~851,503~~acts ~~with~~or ~~respect~~omissions tonot ~~which~~in ~~Mr.~~good ~~Weiss~~faith ~~has~~or ~~granted~~which ~~voting~~involve ~~rights~~intentional tomisconduct ~~Mr.~~or ~~Wachtel pursuant to~~ a ~~voting~~knowing ~~proxy~~violation ~~agreement. Mr. Weiss retains full control over the disposition~~ of ~~these shares and 60,000 shares issuable upon the exercise of vested stock options.~~law;

~~(7)~~· ~~Includes~~under ~~407,342~~Section ~~with~~174 ~~respect~~of tothe ~~which~~Delaware ~~Mr.~~General ~~Wunderlich~~Corporation ~~has~~Law ~~granted~~(relating ~~voting rights~~ to ~~Mr.~~unlawful ~~Wachtel~~payments ~~pursuant~~or todividends aor ~~voting~~unlawful ~~proxy~~stock ~~agreement.~~repurchases ~~Mr.~~or ~~Wunderlich~~redemptions); ~~retains full control over the disposition of these shares and 60,000 shares issuable upon the exercise of vested stock options.~~or

~~(8)~~· ~~Includes~~for ~~73,300~~any ~~shares~~improper ~~issuable upon the exercise of vested stock options~~benefit.

~~(9)~~Outstanding ~~Assumes~~Equity ~~that all currently exercisable options or warrants owned by members of this group have been exercised.~~Awards

~~(10)~~ The following table sets forth certain information with respect to ~~this~~outstanding ~~stockholder~~equity isawards ~~derived~~at ~~from~~December 31, ~~the~~2012 ~~stockholders~~with ~~most~~respect ~~recent~~to ~~Exchange Act filing with~~ the ~~SEC~~named executive officers.

Outstanding Equity Awards at Fiscal Year-End

	Option Awards (1)
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price		Option Expiration Date

Harry M. Wachtel		100,000	400,000	(2)	$	.76	2/14/2017

William I. Wunderlich		60,000	240,000	(2)	$	.76	2/14/2017

Michael P. Williams		400,000			$	.29	3/16/2015

Michael P. Williams		90,000	360,000	(3)	$	.78	12/15/2017

(1)

All options are subject to accelerated vesting in the event of death, disability or upon the event of a “change in control,” and in connection with certain terminations of employment as described above under the heading “Employment Agreements and Severance Benefits.”

(2)

Vests in five equal annual installments from February 15, 2012 through February 15, 2016.

(3)

Vests in five equal annual installments from December 15, 2012 through December 15, 2016.

Compensation of Directors

We pay annual director’s fees of $12,500 to each of Messrs. Robertson and Einselen and $18,750 to Mr. Patterson as chairman of the audit and compensation committees. Directors are reimbursed for the costs relating to attending Board and committee meetings. No options were granted to directors in 2012. In 2012 we paid $5,000 to each of Messrs. Robertson, Einselen and Patterson for their services as members of a Special Committee of the Board.

The following table provides compensation information for the year ended December 31, 2012 for each of the independent members of our Board.

Director Compensation

Name (1)	Year	Fees		Option Awards		Total
Thomas C. Robertson	2012	$	17,500	$	-	$	17,500
Peter C. Einselen	2012	$	17,500	$	-	$	17,500
Mark K. Patterson	2012	$	23,750	$	-	$	23,750

(1) At December 31, 2012: (i) Mr. Robertson held options exercisable for an aggregate of 600,000 shares of common stock at exercise prices ranging from $0.32 to $1.17 per share; (ii) Mr. Einselen held options exercisable for an aggregate of 622,500 shares of common stock at exercise prices ranging from $0.20 to $1.17 per share; and (iii) Mr. Patterson held options exercisable for an aggregate of 550,000 shares of common stock with exercise prices ranging from $0.56 to $0.78 per share. The number of shares to be acquired upon exercise assumes that the options are fully-vested.

Equity Compensation Plan Information

Year Ended December 31, 2012

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders (1992, 1997, 1999, 2003 and 2006)		4,536,000	$	0.65		4,824,000

Equity compensation plans not approved by security holders (1)		2,595,000	$	0.67		2,091,000

Total		7,131,000	$	0.65		6,915,000

(1)

Includes the following equity compensation plans:

In 2006, we established the 2006 Independent Sales Agent Stock Option Plan (the “Sales Agent Plan”) to align the interests of our independent sales agents and affiliates with those of our stockholders, to afford an incentive to such sales agents to continue as such, to increase their efforts on our behalf and to promote the success of our business. Generally, the Sales Agent Plan is administered by our Board and provides (i) for the granting of non-qualified stock options, (ii) that the maximum term for options granted under the plan is 10 years and (iii) that the exercise price for the options may not be less than 115% of the fair market value of our common stock on the date of grant.

In 2005, we established the 2005 Independent Sales Agent Stock Option Plan (the “2005 Sales Agent Plan”) to align the interests of our independent sales agents and affiliates with those of our stockholders, to afford an incentive to such sales agents to continue as such, to increase their efforts on our behalf and to promote the success of our business. Generally, the 2005 Sales Agent Plan is administered by our Board and provides (i) for the granting of non-qualified stock options, (ii) that the maximum term for options granted under the plan is 10 years and (iii) that the exercise price for the options may not be less than 100% of the fair market value of our common stock on the date of grant.

Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of Autoinfo’s common stock as of March 22, 2013 for (i) each person known by Autoinfo to own beneficially more than 5% of Autoinfo’s common stock, (ii) each of our directors, (iii) our principal executive officer, principal financial officer and each of our other three most highly compensated executive officers, and (iv) all directors and executive officers of Autoinfo as a group. Except as otherwise indicated, beneficial ownership includes both voting and investment power.

We determined beneficial ownership in accordance with rules promulgated by the SEC pursuant to which a person is deemed to be a beneficial owner of securities that can be acquired by such person within 60 days from March 22, 2013 upon the exercise of options and warrants or conversion of convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such person (but not held by any other person) and that are exercisable or convertible within 60 days from March 22, 2013 have been exercised or converted. 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 our common stock as beneficially owned by them, subject to community property laws where applicable and all information with respect to beneficial ownership has been furnished to us by the respective stockholder.

Name of	Shares of Common Stock			Percentage
Beneficial Owner (1)	Beneficially Owned			Of Ownership

(i) Directors and Executive Officers
Peter C. Einselen		708,931	(2)		2.0	%
Mark K. Patterson		196,667	(3)		*
Thomas C. Robertson		612,431	(4)		1.8	%
Harry Wachtel		6,386,503	(5)		18.5	%
Mark Weiss		951,503	(6)		2.7	%
Michael P. Williams		493,000	(7)		1.4	%
William I. Wunderlich		1,442,342	(8)		4.2	%

All executive officers and directors as a group (7 persons)		9,532,532	(9)		26.3	%

(ii) 5% Stockholders
James T. Martin		5,620,000	(10)		16.4	%
Kinderhook, LP		6,278,312	(11)		18.3	%
Peter H. Kamin		1,804,900	(12)		5.3	%
Rangeley Capital, LLC, Rangeley Capital Partners, LP and Christopher DeMuth, Jr.		3,589,000	(13)		10.5	%
Ancora Advisors LLC and Richard Barone		2,026,655	(12)		5.9	%

* Less than one percent.

(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 is c/o AutoInfo, Inc., 6413 Congress Avenue, Suite 260, Boca Raton, FL 33487. The address for Dr. Martin is c/o Bermuda Trust Company, Compass Point Road, 9 Bermudian Road, Hamilton HM11, Bermuda. The address for Kinderhook, LP is One Executive Drive, Suite 160, Fort Lee, NJ 07024. The address for Peter H. Kamin is One Avery Street, 17B, Boston, MA 02111. The address for Rangeley Capital, LLC, Rangeley Capital Partners, LP and Christopher DeMuth, Jr. is 3 Forest Street New Canaan, Connecticut 06840. The address for Ancora Advisors LLC and Richard Barone is One Chagrin Highlands, 2000 Auburn Drive, Suite 300, Cleveland, OH 44122.

(2)

Includes 402,500 shares issuable upon the exercise of vested stock options.

(3)

Includes 196,667 shares issuable upon the exercise of vested stock options.

(4)

Includes 380,000 shares issuable upon the exercise of vested stock options.

(5)

Includes 1,258,845 shares with respect to which Mr. Wachtel has been granted voting rights pursuant to voting proxy agreements and 200,000 shares issuable upon the exercise of vested stock options.

(6)

Includes 851,503 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. Includes 100,000 shares issuable upon the exercise of vested stock options.

(7)

Includes 490,000 shares issuable upon the exercise of vested stock options.

(8)

Includes 407,342 shares 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. Includes 120,000 shares issuable upon the exercise of vested stock options.

(9)

Includes 1,889,167 shares issuable upon exercise of options or warrants owned by members of this group and exercisable at the Record Date or within 60 days thereafter.

(10)

The information with respect to this stockholder was provided by his broker and/or his agents.

(11)

The information with respect to this stockholder was derived from the stockholders most recent Exchange Act filing with the SEC. Kinderhook GP, LLC (the “General Partner”), is the general partner of the Kinderhook, LP (the “Partnership”). Mr. Stephen J. Clearman and Mr. Tushar Shah are co-managing members of the General Partner and as a result, Mr. Clearman and Mr. Shah may be deemed to control the General Partner and the Partnership. In addition, Mr. Clearman and Mr. Shah are co-managing members of Kinderhook Partners, LLC (the “Investment Adviser”), which is responsible for making investment decisions on the Partnership’s behalf. Accordingly, Mr. Clearman and Mr. Shah may be deemed to have a beneficial interest in the shares of Autoinfo’s common stock by virtue of their indirect control of the Partnership’s, General Partner’s, and Investment Adviser’s power to vote and/or dispose of the shares of AutoInfo’s common stock. Mr. Clearman and Mr. Shah specifically disclaim beneficial ownership of the shares of AutoInfo’s common stock except to the extent of their pecuniary interest, if any, therein. Mr. Clearman and Mr. Shah specifically disclaim beneficial ownership of the shares of AutoInfo’s common stock except to the extent of their pecuniary interest, if any, therein.

(12)

The information with respect to this stockholder was derived from the stockholder’s most recent Exchange Act filing with the SEC.

(13)

The information with respect to this stockholder was derived from the stockholder’s most recent Exchange Act filing with the SEC. Rangeley Capital, LLC, Rangeley Capital Partners, LP and Christopher DeMuth, Jr. share the power to vote and/or dispose of the shares of AutoInfo’s common stock and disclaim membership in a group. Christopher DeMuth, Jr. disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Christopher DeMuth, Jr. is the managing member of Rangeley Capital, LLC and the managing member of Rangeley Capital GP, LLC, who executed the Exchange Act filing on behalf of Rangeley Capital Partners, LP.

Certain relationships and related transactions

~~None~~William Wunderlich, our executive vice president and chief financial officer, is the brother-in-law of Mark Weiss, who serves as a national account executive and director of AutoInfo.

Related-party transactions between a director or executive officer and AutoInfo must be reviewed and approved by the audit committee or the Board, with any interested director recusing himself or herself from the vote on the matter. A director or executive officer with a potential conflict of interest is required to promptly disclose the potential conflict to directors or executive officers who are in a position to appropriately represent the interests of AutoInfo and ensure that any transaction is properly reviewed and approved.

Director Independence

~~Our~~The Board has determined that Mark Patterson, Thomas Robertson and Peter Einselen (the “Independent Directors”) are independent as that term is defined in ~~the~~NASDAQ listing standards ofand ~~the~~under ~~Nasdaq.~~applicable Asrules ~~disclosed~~and ~~above,~~regulations of the SEC. Messrs. Patterson, Robertson and Einselen are the sole members of our audit committee and our compensation committee and are independent for such purposes.

In determining director independence, the Board considered the option awards to the Independent Directors for the year ended December 31, 2011, disclosed in “Item 11 – Executive Compensation – Director Compensation” above, and determined that such awards were compensation for services rendered as directors and therefore did not impact their ability to continue to serve as Independent Directors.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed by our principal accounting firm, Dworken, Hillman, LaMorte & Sterczala, P.C., for the fiscal years ended December 31, ~~2011~~2012 and ~~2010~~2011 are as follows:

	2011		2010
	2012		2011
Audit fees	$	~~127~~129,000	$	~~109~~127,000
Audit related fees		—		—
Tax fees		—		—
All other fees		—		—
Total fees	$	~~127~~129,000	$	~~109~~127,000

Audit Committee Pre-Approval Policies and Procedures

Our audit committee charter provides that the audit committee will pre-approve audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render these services. The audit committee may consult with management in the decision-making process, but may not delegate this authority to management. The audit committee may delegate its authority to pre-approve services to one or more committee members, provided that the designees present the pre-approvals to the full committee at the next committee meeting.

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as part of this report:

(1) Financial Statements – See the Index to the consolidated financial statements on page F-1.

(b)

Exhibits:

Exhibit No.		Description
No. 2A		Agreement and Plan of Merger, dated as of February 28, 2013, by and among the Company, AutoInfo Holdings, LLC, and AutoInfo Acquisition Corp. (17)
No. 3A		Certificate of Incorporation of the Company, as amended. (6)
No. 3B		Amended and Restated By-Laws of the Company. (3)
No. 4A		Specimen Stock Certificate. (1)
No. 10A		**1997 Stock Option Plan. (4)
No. 10B		**1997 Non-Employee Stock Option Plan. (4)
No. 10C		**1999 Stock Option Plan. (5)
No. 10D		**2003 Stock Option Plan. (8)
No. 10E		**2005 Independent Sales Agent Stock Option Plan. (9)
No. 10F		**2006 Stock Option Plan. (9)
No. 10G		**2006 Independent Sales Agent Stock Option Plan. (9)
No. 10H		Loan and Security Agreement between Regions Bank and AutoInfo, Inc., et al. (10)
No. 10I		First Amendment to the Loan and Security Agreement between Regions Bank and AutoInfo, Inc., et al. dated March 24, 2011.(11)
No. 10J		**Employment Agreement between AutoInfo, Inc. and Harry M. Wachtel dated January 1, 2011. (12)
No. 10K		**Employment Agreement between AutoInfo, Inc. and William I. Wunderlich dated January 1, 2011. (12)
No. 10L		**Employment Agreement between AutoInfo, Inc. and Michael P. Williams dated January 1, 2011. (12)
No. 10M		**Employment Agreement between AutoInfo, Inc. and Mark Weiss dated July 1, 2011 (16)
No. 10N		Second Amendment to the Loan and Security Agreement, dated April 28, 2011, between AutoInfo, Inc. and Regions Bank (13)
No. 10O		Asset Purchase Agreement dated July 8, 2011 (14)
No. 10P		Third Amendment to the Loan and Security Agreement, dated November 1, 2011, between the Company and Regions Bank (15)
No. 10Q		Voting Agreement, dated February 28, 2013, by and among AutoInfo Holdings, LLC and stockholders and option holders of the Company signatories thereto. (17)
No. 14A		Code of Ethics. (7)
No. 21A		Subsidiaries of the Registrant. *

3540

No. 10E		**2005 Independent Sales Agent Stock Option Plan. (9)
No. 10F		**2006 Stock Option Plan. (9)
No. 10G		**2006 Independent Sales Agent Stock Option Plan. (9)
No. 10H		Loan and Security Agreement between Regions Bank and AutoInfo, Inc., et al. (10)
No. 10I		First Amendment to the Loan and Security Agreement between Regions Bank and AutoInfo, Inc., et al. dated March 24, 2010.(11)
No. 10J		*Amendment to each of the existing AutoInfo Incentive Compensation Plans, dated October 7, 2010.
No. 10K		**Employment Agreement between AutoInfo, Inc. and Harry M. Wachtel dated January 1, 2011. (12)
No. 10L		**Employment Agreement between AutoInfo, Inc. and William I. Wunderlich dated January 1, 2011. (12)
No. 10M		**Employment Agreement between AutoInfo, Inc. and Michael. P. Williams dated January 1, 2011. (12)
No. 10N		*Employment Agreement between AutoInfo, Inc. and Mark Weiss dated July 1, 2011.
No. 10O		Second Amendment to the Loan and Security Agreement, dated April 28, 2011, between AutoInfo, Inc. and Regions Bank (13)
No. 10P		Asset Purchase Agreement dated July 8, 2011 (14)
No. 10Q		Third Amendment to the Loan and Security Agreement, dated November 1, 2011, between the Company and Regions Bank (15)
No. 14A		Code of Ethics. (7)
No. 21A		Subsidiaries of the Registrant. (*)
No. 23A		Consent of Dworken, Hillman, LaMorte & Sterczala, P.C., independent registered public accounting firm.*
No. 31A		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
No. 31B		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
No. 32A		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
No. 32B		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS ***		XBRL Instance Document.
101.SCH***		XBRL Taxonomy Extension Schema Document.
101.CAL***		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB***		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE***		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF***		XBRL Taxonomy Extension Definition Linkbase Document.

101.SCH***		XBRL Taxonomy Extension Schema Document.
101.CAL***		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB***		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE***		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF***		XBRL Taxonomy Extension Definition Linkbase Document.

_______________________

*Filed as an exhibit hereto.

**Management contract or compensatory plan or arrangement.

***Furnished with this report. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

(1)	This Exhibit was filed as Exhibit to our Registration Statement on Form S-1 (File No. 33-15465) and is incorporated herein by reference.
(2)	This Exhibit was filed as an Exhibit our definitive proxy statement dated October 2, 1992 and is incorporated herein by reference.
(3)	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.
(4)	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.
(5)	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.
(6)	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.
(7)	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.
(8)	This Exhibit was filed with our Definitive Information Statement on Schedule 14C, filed on July 7, 2003 and is incorporated herein by reference.
(9)	This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2006 and is incorporated herein by reference.
(10)	This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008 and is incorporated herein by reference.
(11)	This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2009 and is incorporated herein by reference.
(12)	This Exhibit was filed as an Exhibit to our Current Report on Form 8-K dated February 7, 2011 and is incorporated herein by reference.
(13)	Filed with the SEC on May 3, 2011 as an exhibit to our Current Report on Form 8-K and is incorporated herein by reference.
(14)	Filed with the SEC on July 13, 2011 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
(15)	Filed with the SEC on November 14, 2011 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.

(1)

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

(2)

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

(3)

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.

(4)

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.

(5)

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.

(6)

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.

(7)

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.

(8)

This Exhibit was filed with our Definitive Information Statement on Schedule 14C, filed on July 7, 2003 and is incorporated herein by reference.

(9)

This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2006 and is incorporated herein by reference.

(10)

This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008 and is incorporated herein by reference.

(11)

This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2009 and is incorporated herein by reference.

(12)

This Exhibit was filed as an Exhibit to our Current Report on Form 8-K dated February 7, 2011 and is incorporated herein by reference.

(13)

Filed with the SEC on May 3, 2011 as an exhibit to our Current Report on Form 8-K and is incorporated herein by reference.

(14)

Filed with the SEC on July 13, 2011 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.

(15)

Filed with the SEC on November 14, 2011 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.

(16)

This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2011 and is incorporated herein by reference.

(17)

This Exhibit was filed as an Exhibit to our Current Report on Form 8-K on March 5, 2013 and is incorporated herein by reference.

(c) 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.

3742

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d), the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on March 2029, ~~2012~~2013 on its behalf by the undersigned, thereunto duly authorized.

	AutoInfo, Inc.

	By:	/s/ Harry M. Wachtel
		Harry M. Wachtel, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

/s/ Harry M. Wachtel
Harry M. Wachtel	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	March 2029, ~~2012~~2013
/s/ William I. Wunderlich
William I. Wunderlich	Chief Financial Officer (Principal Accounting Officer)	March 2029, ~~2012~~2013
/s/ Mark Weiss
Mark Weiss	Director	March 2029, ~~2012~~2013
/s/ Peter C. Einselen
Peter C. Einselen	Director	March 2029, ~~2012~~2013
/s/ Thomas C. Robertson
Thomas C. Robertson	Director	March 2029, ~~2012~~2013
/s/ Mark K. Patterson
Mark K. Patterson	Director	March 2029, ~~2012~~2013

3843

AUTOINFO, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	~~F-2~~	F-2
Consolidated Balance Sheets as of December 31, 2011 and 2010	F-3
Consolidated Balance Sheets as of December 31, 2012 and 2011		F-3
Consolidated Statements of Income for the Years Ended December 31, 2011 and 2010	F-4
Consolidated Statements of Income for the Years Ended December 31, 2012 and 2011		F-4
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2011 and 2010	F-5
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2012 and 2011		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and 2011		F-6
Notes to Consolidated Financial Statements	~~F-7~~	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

AutoInfo, Inc.

Boca Raton, Florida

We have audited the accompanying consolidated balance sheets of AutoInfo, Inc. and subsidiaries (the Company) as of December 31, ~~2011~~2012 and ~~2010~~2011, and the related consolidated statements of income, stockholders’ equity, and cash flows for the years then ended. 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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~~consolidated ~~statements~~financial statements referred to above present fairly, in all material respects, the consolidated financial position of AutoInfo, Inc. and subsidiaries as of December 31, ~~2011~~2012 and ~~2010~~2011, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

March 1525, ~~2012~~2013

Shelton, Connecticut

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

F-2

AUTOINFO, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2011		2010
	2012		2011
ASSETS
Current assets:
Cash and cash equivalents	$	~~136~~40,000	$	~~316~~136,000
Accounts receivable, net of allowance for doubtful accounts of $509,000 and $392,000 as of December 31, 2011 and 2010, respectively		40,658,000		49,736,000
Accounts receivable, net of allowance for doubtful accounts of $357,000 and $509,000 as of December 31, 2012 and 2011, respectively		42,361,000		40,658,000
Deferred income taxes		~~42,000~~-		~~135~~42,000
Prepaid expenses		1,~~415~~388,000		1,~~139~~415,000
Current portion of advances and other assets		13,~~589~~666,000		21,~~117~~589,000
Total current assets		4347,~~840~~455,000		5343,~~443~~840,000
Fixed assets, net of depreciation		~~647~~1,045,000		~~479~~647,000
Advances and other assets, net of current portion		45,~~551~~770,000		124,~~805~~551,000
Goodwill and other intangibles		10,069,000		-
Goodwill and other intangibles, net of accumulated amortization of $30,000 as of December 31, 2012		10,134,000		10,069,000
	$	5964,~~107~~404,000	$	6659,~~727~~107,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1721,~~942~~468,000	$	2317,~~188~~942,000
Loan payable		16,273,000		22,432,000
Deferred income taxes		566,000		-
	$	22,034,000		17,942,000
Loan payable		13,025,000		16,273,000
Commitments and contingencies
Stockholders’ equity :
Common stock - authorized 100,000,000 shares, $.001 par value; issued and outstanding 34,074,000 and 33,513,000 as of December 31, 2011 and 2010, respectively		34,000		34,000
Common stock - authorized 100,000,000 shares, $.001 par value; issued and outstanding 34,300,000 and 34,074,000 as of December 31, 2012 and 2011, respectively		34,000		34,000
Additional paid-in capital		20,~~375~~472,000		20,~~228~~375,000
Retained earnings		48,~~483~~839,000		~~845~~4,483,000
Total stockholders’ equity		2429,~~892~~345,000		2124,~~107~~892,000
	$	5964,~~107~~404,000	$	6659,~~727~~107,000

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,
	2011		2010
	2012		2011
Gross revenues
Transportation services	$	~~318~~276,~~080~~198,000	$	~~277~~318,~~622~~080,000
Agent support services		1,~~890~~973,000		21,~~079~~890,000
Total revenues		~~319~~278,~~970~~171,000		~~279~~319,~~701~~970,000
Purchased transportation		~~259~~221,~~493~~366,000		~~226~~259,~~093~~493,000
Purchased equipment for resale		~~566~~1,178,000		-566,000
Commissions		4134,~~371~~379,000		3941,~~463~~371,000
Operating expenses		1213,~~108~~830,000		812,~~469~~108,000
		313,538,000		274,025,000
		270,753,000		313,538,000
Income from operations		67,~~432~~418,000		56,~~676~~432,000
Interest expense		~~520~~323,000		~~701~~520,000
Income before income taxes		57,~~912~~095,000		45,~~975~~912,000
Income taxes		2,~~274~~739,000		12,~~920~~274,000
Net income	$	34,~~638~~356,000	$	3,~~055~~638,000
Net income per share:
Basic	$	.1113	$	.0911
Diluted	$	.1012	$	.0910
Weighted average number of common shares:
Basic		3334,~~908~~151,000		33,~~500~~908,000
Diluted		3536,~~396~~029,000		3435,~~490~~396,000

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		~~Retained~~
	Stock		Common		Paid - In		~~Earnings~~Retained
	Outstanding		Stock		Capital		~~(Deficit)~~Earnings
Balance, January 1, 2010		33,496,000	$	34,000	$	20,100,000	$	(2,210,000	)
Balance, January 1, 2011		33,513,000	$	34,000	$	20,228,000	$	845,000
Exercise of stock options		17,000
Stock-based compensation expense						128,000
Net income								3,055,000
Balance, December 31, 2010		33,513,000	$	34,000	$	20,228,000	$	845,000
Exercise of stock options		561,000				16,000
Stock-based compensation expense						131,000
Net income								3,638,000
Balance, December 31, 2011		34,074,000	$	34,000	$	20,375,000	$	4,483,000
Exercise of stock options		226,000				24,000
Stock-based compensation expense						73,000
Net income								4,356,000
Balance, December 31, 2012		34,300,000	$	34,000	$	20,472,000	$	8,839,000

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,
	2011			2010
	2012			2011
Cash flows from operating activities:
Net income	$	34,~~638~~356,000		$	3,~~055~~638,000
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Change in allowance for doubtful accounts		~~117~~(152,000	)		~~(28~~117,000	)
Depreciation and amortization expenses		202,000			229,000
Change in allowance for loans and advances		150,000			200,000
Stock-based compensation expense		131,000			128,000
Depreciation and amortization expenses		298,000			202,000
Deferred income taxes		93,000			850,000
Stock-based compensation expense		73,000			131,000
Deferred income taxes		608,000			93,000
Changes in operating assets and liabilities:
Accounts receivable		8(1,~~961~~551,000	)		~~(13~~8,~~640~~961,000	)
Prepaid expenses		~~(275~~26,000	)		43(275,000	)
Accounts payable and accrued liabilities		(53,~~248~~526,000	)		(5,~~557~~248,000	)
Net cash provided by (used in) operating activities		7,619,000			(3,806,000	)
Net cash provided by operating activities		7,334,000			7,819,000
Cash flows from investing activities:
Advances and other assets		(13,~~288~~446,000	)		~~458~~(1,488,000	)
Capital expenditures		(369,000	)		(185,000	)
Acquisition of operating assets		(96,000	)
Net cash provided by (used in) investing activities		(1,657,000	)		273,000
Capital expenditures		(665,000	)		(369,000	)
Net cash (used in) investing activities		(4,207,000	)		(1,857,000	)
Cash flows from financing activities:
Exercise of stock options		1724,000			-17,000
Change in loan payable, net		(63,~~159~~247,000	)		3(6,~~782~~159,000	)
Net cash provided by (used in)financing activities		(6,142,000	)		3,782,000
Net cash (used in) financing activities		(3,223,000	)		(6,142,000	)
Net change in cash and cash equivalents		(~~180~~96,000	)		~~249~~(180,000	)
Cash and cash equivalents, beginning of year		~~316~~136,000			67316,000
Cash and cash equivalents, end of year	$	~~136~~40,000		$	~~316~~136,000

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, ~~2011~~2012 and ~~2010~~2011

Note 1 - Business and Summary of Significant Accounting Policies

Business Overview

The Company ~~operates~~ operates in two business segments, non-asset based transportation services and agent support services. The non-asset based ~~transportation~~ transportation services segment includes our brokerage and contract carrier services which are provided through a network of independent sales agents throughout the United States and Canada. Revenue in this segment is generated from freight transportation transactions. The agent support services segment includes an array of services that we provide to our agent network to support and encourage the expansion of our agents’ businesses, primarily financial support through interest bearing long-term loans, sales type leases (which facilitate the acquisition of trucks by owner-operators),, and non-interest bearing short-term loans, as well as other services including training, margin analysis, marketing assistance, industry and market segment data, and business analysis tools. Revenue in this segment consists primarily of interest ~~earned~~ on interest bearing loans and profits and interest earned on sales-type leases.

On July 8, 2011, we entered into an Asset Purchase Agreement (the “Acquisition Agreement”) with Eleets Transportation Company, Inc., a Florida corporation (the “Significant Agent”) to acquire substantially all of the operations of the Significant Agent’s truck agent business. This principally consisted of the future revenue stream generated by independent agents, customers and owner-operators already under contract with and operating under our authorities and licenses, which were managed by the Significant Agent and for which the Significant Agent received 100% of the net revenue earned. The purchase price totaled approximately $10 million and principally consisted of an unconditional release and discharge of the Significant Agent from approximately $9.4 million of indebtedness due to the Company, plus the assumption of certain liabilities. See Note 4.

As a non-asset based provider of brokerage and contract carrier transportation services, the Company does not own any equipment and its services are provided through its strategic alliances with less than truckload, truckload, air, rail, ocean common carriers and independent owner-operators to service customers’ needs. The Company’s brokerage and contract carrier services are provided through a network of independent sales agents throughout the United States and Canada. During its most recently completed fiscal year, the Company generated revenue, income from operations and net income of approximately $~~320~~278.02 million, $67.4 million and $34.64 million, respectively.

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).

F-7

Principles of Consolidation

The consolidated financial statements include the accounts of the AutoInfo, Inc. and its wholly-owned subsidiaries, Sunteck Transport Group, Inc. ~~and~~ ,E-Transport Group, Inc. and Equipment Financial Solutions, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

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

Revenue Recognition

Gross revenues ~~from~~ from transportation services consist of the total dollar value of services purchased by shippers. Net revenues are gross revenues less the direct costs of purchased transportation. Revenue is recognized upon 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. Gross revenues and profits from agent support services consist primarily of interest ~~earned~~ on interest ~~bearing~~ bearing loans ~~and profits and interest earned on sales-type leases~~.

Accounting Standards Codification Topic 605-45 “Revenue Recognition – Principal Agent Considerations” (ASC 605-45), 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 ASC 605-45.

Income on all loans is recognized on the interest method. Accrual of interest is suspended at the earlier of the time at which collection becomes doubtful or the loan becomes delinquent. Interest income on impaired loans is recognized either as cash is collected or on a cost-recovery basis as conditions warrant.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash in banks.

Provision For Doubtful Accounts

The Company continuously monitors the creditworthiness of its customers and independent sales agents 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 and independent sales agents related collection issues.

Fixed Assets

Fixed assets as of December 31, 2011 and 2010, consisting predominantly of furniture, fixtures, equipment and proprietary software, were carried at cost net of accumulated depreciation. Depreciation of fixed assets was provided on the straight-line method over the estimated useful lives of the related assets which range from three to five years.

F-8

Fixed Assets

Fixed assets as of December 31, 2012 and 2011, consisting predominantly of furniture, fixtures, equipment and proprietary software, are carried at cost net of accumulated depreciation. Depreciation of fixed assets is provided on the straight-line method over the estimated useful lives of the related assets which range from three to five years.

Sales-Type Leases

The Company provides lease financing primarily through sales-type leases. The Company records, at the inception of the lease, the aggregate future minimum lease payments, the estimated residual value of the leased equipment, and the related unearned income. Unearned income represents the difference between the sum of the future minimum lease payments receivable plus the estimated residual value less the sales price of the underlying equipment. Unearned income is recognized as revenue over the term of the related lease using the interest method. The equipment sale is recognized at the inception of the lease.

Intangible Assets

Goodwill represents the excess between the purchase price and the fair value of the net assets acquired. Goodwill is not amortized, but is tested at at least annually for impairment using a fair value approach. Other intangible assets are primarily comprised of non-competition ~~agreements~~ agreements which are being amortized on a straight-line basis of the estimated useful lives of ~~three~~five years. Amortization of $30,000 will be charged to operations annually through 2016.

Employee Benefit Plan

In 2008, the ~~Company~~ Company established a qualified 401(K) plan covering all employees meeting certain minimum requirements. Employees may contribute up to 5% of eligible compensation, as defined, and may make additional contributions subject to Internal Revenue Code limitations. The plan provided for matching contributions by the Company equal to 100% of the employees’ first 3% of elective deferrals and an additional 50% of the next 2% of elective deferrals, subject to a maximum contribution of 4% of an employees’ eligible compensation. In May 2009, the plan was modified eliminating matching contributions by the Company. In July 2011, the plan was modified reinstating matching contributions by the Company equal to ¼% for each 1% of the employees’ elective deferrals, subject to a maximum matching contribution of 1% of the employees’ eligible compensation. 401(K) expense charged to operations in 2012 and 2011 was $22,000 and $32,000, respectively.

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 1,~~488~~878,000 and ~~990~~1,488,000 for the years ended December 31, ~~2011~~2012 and ~~2010~~2011, respectively.

F-9

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 assets and liabilities and their respective tax bases. 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.

~~F-9~~Generally, federal and state tax authorities may examine the Company’s tax returns three years from the date of filing. Accordingly, income tax returns for years prior to 2009 are no longer subject to examination by taxing authorities.

Recently Issued Accounting Standards

InThere ~~September~~have ~~2011, the~~been ~~Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-08, Intangibles – Goodwill~~no ~~and~~new ~~Other~~accounting ~~(Topic~~standards ~~350)~~made –effective ~~Testing~~during ~~Goodwill~~the ~~for~~year ~~Impairment.~~ended ~~This~~December ~~ASU is intended to simplify how entities~~31, ~~both public and private~~2012, ~~test~~or ~~goodwill~~that ~~for~~are ~~impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is “more likely than~~ not”, ~~defined~~yet ~~as having a likelihood of more than 50%~~effective, that ~~the~~have ~~fair value of a reporting~~significance, ~~unit~~or ispotential ~~less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This ASU is effective for fiscal years beginning after December 31~~significance, ~~2011. Adoption of ASU 2011-08 is not expected~~ to ~~have a material impact on~~ the ~~Company’s~~ consolidated financial statements.

Segment Information

The Company operates in two business segments, non-asset based transportation services and agent support services. The non-asset based transportation services segment includes our brokerage and contract carrier services which are provided through a network of independent sales agents throughout the United States and Canada. Revenue in this segment is generated from freight transportation transactions. The agent support services segment includes an array of services that we provide to our agent network to support and encourage the expansion of our agents’ businesses, primarily financial support through interest bearing long-term loans and non-interest bearing short-term loans, as well as other services including training, margin analysis, marketing assistance, industry and market segment data, and business analysis tools. Revenue in this segment consists primarily of interest earned on interest bearing loans and profits and interest earned on sales-type leases. This segment also includes potential revenues related to profit participations and realization on the option to acquire equity that the Company may receive related to a loan or advance extended to an agent.

Reclassification

Certain reclassifications have been made to the 2011 consolidated financial statements in order to conform to the 2012 presentation. These reclassifications have no effect on previously reported net income.

Note 2 - Advances and Other Assets

Advances and other assets consists of the following:

	December 31,
	2011			2010
	2012			2011
Signing bonuses to independent sales agents, amortized on a straight-line basis over the life of the underlying contracts from three to five years	$	1,914,000		$	770,000
Signing bonuses to independent sales agents, amortized on a straight-line basis over the life of the underlyingcontracts from three to ten years	$	2,320,000		$	1,914,000
Non-interest bearing advances to independent sales agents repayable at the end of the underlying contracts at various dates through 2015		425,000			1,119,000
Non-interest bearing advances to independent salesagents repayable at the end of the underlying contracts at various dates through 2018		400,000			425,000
Loans to independent sales agents bearing interest at prime, prime plus 1%, 8% and 20%, repayable at various dates through 2015. See Note 4.		2,031,000			10,728,000
Loans to independent sales agents bearing interest at prime and prime plus 1%, repayable at various dates through 2021.		2,482,000			2,031,000
Sales-type leases with original terms of 48 months, through 2015, net of unearned income of $290,000 at December 31, 2011.		672,000
Sales-type leases with original terms of 48 months, through 2016, net of unearned income of $374,000 at December 31, 2012.		2,191,000			672,000
Due from independent sales agents and employees consisting of non-interest bearing loans, agent chargebacks, and advanced commissions expected to be earned / repaid through 2015		1,098,000			2,305,000
Due from independent sales agents and employees consisting of non-interest bearing loans, agent chargebacks, and advanced commissions expected to be earned / repaid through 2021		2,393,000			1,298,000
		6,140,000			14,922,000
		9,786,000			6,340,000
Less: current portion		1,589,000			2,117,000
Less: allowance for uncollectible loans and advances		(350,000	)		(200,000	)
	$	4,551,000		$	12,805,000
		9,436,000			6,140,000
Less: current portion		(3,666,000	)		(1,589,000	)
	$	5,770,000		$	4,551,000

F-10

Advances and other assets are expected to be earned / repaid as follows:

2012	$	1,589,000
2013	$	3,666,000
2013		1,009,000
2014		1,279,000
2014		1,024,000
2015		1,264,000
2015		631,000
2016		922,000
2016 and beyond		1,887,000
2017 and beyond		2,305,000
	$	69,~~140~~436,000

Note 3 - Debt

Loan Payable

In February 2009, the Company entered into a $30.0 million line of credit with Regions Bank, secured by substantially all assets of the Company, which provided for interest at LIBOR plus 1 1/2% with a minimum of 3%, and the maintenance of certain financial covenants. As of December 31, 2009, the company was in violation of the debt to earnings ratio covenant and obtained a waiver of this violation as of March 15, 2010 which modified the interest rate to LIBOR plus 2 1/2% with a minimum of 3.5%, returning to the original interest rate when compliance with the covenant was achieved. Compliance with the debt to earnings ratio was achieved in the third quarter of 2010. In April 2011, the line of credit was increased to $35 million, the maturity date was extended to June 2014, and the interest rate was modified to LIBOR plus from 1.75% to 2.25% based upon a debt to ~~earning~~earnings ratio covenant, as defined. This rate was further reduced to LIBOR plus 1.75% in March 2012. At December 31, ~~2011~~2012, we had a balance outstanding of $1613,~~273~~025,000 pursuant to the line of credit at an interest rate of LIBOR plus 21.0075% (21.~~295~~962% as of December 31, ~~2011~~2012). ~~This rate was further reduced to LIBOR plus 1.75% in March 2012.~~

Note 4 - Acquisition

On July 8, 2011, the Company acquired substantially all of the operations of the Significant Agent’s truck agent business. This principally consisted of the future revenue stream generated by independent agents, customers and owner-operators already under contract with and operating under the authorities and licenses of the Company, which were managed by the Significant Agent and for which the Significant Agent received 100% of the net revenue earned. The purchase price totaled approximately $10 million and principally consisted of an unconditional release and discharge of the Significant Agent from approximately $9.4 million of indebtedness due to the Company plus the assumption of certain liabilities. Goodwill recognized in this transaction amounted to $9.8 million and other intangible assets, primarily non-competition agreements, amounted to $0.2 million. The increase in goodwill in 2012 of $96,000 resulted from the finalization of certain liabilities assumed in connection with the acquisition.

F-11

Prior to the acquisition, and since 2007, the Significant Agent was an independent agent to which the Company provided agent support services, including loans and advances. The Company received interest on the loans and advances extended to the Significant Agent at rates ranging from 8% to 20% and was entitled to receive a fee equal to 25% of the Significant Agent’s pre-tax income, if any. However, no pre-tax income was generated during the periods preceding July 2011. Pursuant to the Acquisition Agreement, all previous contractual arrangements between the Company and the Significant Agent were terminated, including the option to convert a portion of outstanding loans into a 25% equity ownership interest in the Significant Agent’s business. However, the Company agreed to continue to provide the Significant Agent with certain support services for its retained businesses through December 31, 2011 and entered into a brokerage agent agreement with the Significant Agent. In November 2011, the Significant Agent terminated its brokerage agent agreement with the Company simultaneously entering into a new credit facility. In connection with the termination of the brokerage agent agreement, the Company sold to the Significant Agent approximately $11 million of accounts receivable and the Significant Agent assumed approximately $6 million of related liabilities. The net proceeds of approximately $5 million were used by the Company to reduce the outstanding borrowings under its credit facility with Regions Bank.

The following pro forma consolidated statement of income for the ~~years~~year ended December 31, 2011 ~~and~~gives ~~2010 give~~ effect to the acquisition onas ~~the first day~~ of ~~each~~January ~~period~~1, ~~presented~~2011:

AUTOINFO, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2011

	As previously reported		~~Pro Forma adjustments~~	Pro Forma adjustments			~~Pro Forma~~		Pro Forma
Gross revenues
Transportation services	$	318,080,000	~~(g)~~	$	(65,042,000	)	$(g)	~~253,038,000~~	$	253,038,000
Agent support services		1,890,000	~~(a)~~		(986,000	)	(a)	~~904,000~~		904,000
Total revenues		319,970,000			(66,028,000	)		~~253,942,000~~		253,942,000
Purchased transportation		259,493,000	~~(g)~~		(56,451,000	)	(g)	~~203,042,000~~		203,042,000
Purchased equipment for resale		566,000						~~566,000~~		566,000
Commissions		41,371,000	~~(b)~~		(1,545,000	)	(b)
			(g)		(8,225,000	)		31,601,000
					(8,225,000	)	(g)			31,601,000
Operating expenses		12,108,000	~~(c) (d) (e)~~		532,000		(c) (d) (e)
			(g)		(366,000	)		12,274,000
					(366,000	)	(g)			12,274,000
		313,538,000			(66,055,000	)		~~247,483,000~~		247,483,000
Income from operations		6,432,000			27,000			~~6,459,000~~		6,459,000
Interest expense		520,000						~~520,000~~		520,000
Income before income taxes		5,912,000			27,000			~~5,939,000~~		5,939,000
Income taxes		2,274,000	~~(f)~~		10,000		(f)	~~2,284,000~~		2,284,000
Net income	$	3,638,000			17,000		$	~~3,655,000~~	$	3,655,000
Net income per share:
Basic and diluted	$	.11					$	.11
Basic	$	.11							$	.11
	$	.10					$	.10
Diluted	$	.10							$	.10
Weighted average number of common shares:
Basic		33,908,000						~~33,908,000~~		33,908,000
Diluted		35,396,000						~~35,396,000~~		35,396,000

F-12

Footnotes to Pro Forma Statement of Income:

(a) Interest income on debt component of consideration discharged to acquire Truck Agent Business Unit.

(b) Commissions paid to the Significant Agent pursuant to Agent Agreement.

(c) $512,000 represents direct operating expenses, primarily payroll and related expenses, of Truck Agent Business Unit acquired.

(d) $5,000 represents an increase in management compensation based upon an increase in income from operations.

(e) $15,000 represents amortization of acquired identifiable intangible assets.

(f) Represent an increase in federal and state taxes on income.

(g) Represents the impact of the loss of the Significant Agent’s brokerage division business, as follows:

Revenues	$	65,042,000
Cost of transportation		56,451,000
Commissions		8,225,000
Operating expenses		366,000

AUTOINFO, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2010

	As previously reported		Pro Forma adjustments				Pro Forma
Gross revenues
Transportation services	$	277,622,000	(g)	$	(68,357,000	)	$	209,265,000
Agent support services		2,079,000	(a)		(1,843,000	)		236,000
Total revenues		279,701,000			(70,200,000	)		209,501,000
Cost of transportation		226,093,000	(g)		(58,862,000	)		167,231,000
Commissions		39,463,000	(b)		(3,153,000	)
			(g)		(9,247,000	)		27,063,000
Operating expenses		8,469,000	(c) (d) (e)		997,000
			(g)		(248,000	)		9,218,000
		274,025,000			(70,513,000	)		203,512,000
Income from operations		5,676,000			313,000			5,989,000
Interest expense		701,000						701,000
Income before income taxes		4,975,000			313,000			5,288,000
Income taxes		1,917,000	(f)		121,000			2,038,000
Net income	$	3,058,000		$	192,000		$	3,250,000
Net income per share:
Basic and diluted	$	.09					$	.09
Weighted average number of common shares:
Basic		33,500,000						33,500,000
Diluted		34,490,000						34,490,000

F-13

Footnotes to Pro Forma Statement of Income:

(a) Interest income on debt component of consideration discharged to acquire Truck Agent Business Unit.

(b) Commissions paid to the Significant Agent pursuant to Agent Agreement.

(c) $932,000 represents direct operating expenses, primarily payroll and related expenses, of Truck Agent Business Unit acquired.

(d) $15,000 represents an increase in management compensation based upon an increase in income from operations.

(e) $50,000 represents amortization of acquired identifiable intangible assets.

(f) Represent an increase in federal and state taxes on income.

(g) Represents the impact of the loss of the Significant Agent’s brokerage division business, as follows:

Revenues	$	68,357,000
Cost of transportation		58,862,000
Commissions		9,247,000
Operating expenses		248,000

Note 5 - Income Taxes

For the years ended December 31, ~~2011~~2012 and ~~2010~~2011, the provision for income taxes consisted of the following:

	2011				2010
	2012				2011
	Current		Deferred		Current			Deferred
Income tax expense (benefit) before application of operating loss carryforwards	$	2,181,000	$	93,000	$	2,055,000		$	(135,000	)
Income tax expense	$	2,131,000	$	608,000	$	2,181,000		$	93,000
Income tax expense (benefit) of operating loss carryforwards		-		-		(985,000	)		985,000
Income tax expense	$	2,181,000	$	93,000	$	1,070,000		$	850,000

~~F-14~~The following table reconciles the Company's effective income tax rate on income before income taxes to the Federal statutory rate for the years ended December 31, 2012 and 2011:

The following table reconciles the Company's effective income tax rate on income before income taxes to the Federal statutory rate for the years ended December 31, 2011 and 2010:

	2012			2011
Federal statutory rate		34.0	%		34.0	%

State income taxes, net of federal benefit		4.6			4.5
		38.6	%		38.5	%

	2011			2010
Federal statutory rate		34.0	%		34.0	%
State income taxes, net of federal benefit		4.5			4.6
		38.5	%		38.6	%

F-13

Deferred taxes are comprised of the following at December 31, ~~2011~~2012 and ~~2010~~2011:

	December 31,			December 31,
	2011			2010
	2012			2011
Deferred tax asset:
Deferred tax asset (liability)
Net temporary differences	$	42,000		$	135,000
Reserves and allowances	$	241,000		$	241,000
	$	42,000		$	135,000
Fixed assets		(354,000	)		(199,000	)
Intangible assets		(333,000	)		-
Other		(120,000	)		-
Total net deferred tax asset (liability)	$	(566,000	)	$	42,000

Note 6 - Commitments and Contingencies

Leases

The Company is obligated under non-cancelable operating leases for premises expiring through August 2016. Future minimum lease payments are $~~173~~219,000, $~~175~~230,000, $~~178~~160,000, ~~$95,000~~ and $71110,000 for the years ending December 31, ~~2012,~~ 2013, 2014, 2015 and 2016, respectively. Rent expense for the years ended December 31, ~~2011~~2012 and ~~2010~~2011 was $273,000 and $232,000, respectively.

Other Agreements

The Company has employment agreements with Messrs. Wachtel, Wunderlich and Williams, its chief executive officer, chief financial officer, and it president and chief operating officer, respectively, who are also stockholders. In February 2011, Messrs. Wachtel, Wunderlich and Williams entered into new employment agreements. The agreements with Messrs. Wachtel and Wunderlich, which ~~were~~ to expire on December 31, ~~2011~~2015, provide ~~provided~~ for no change in the minimum annual compensation, bonus and maximum compensation. Bonus payments to each of Messrs. Wachtel and Wunderlich were $~~250~~495,000 and $~~175~~418,000 for the years ended December 31, 2012 and ~~bonuses~~2011, respectively. The agreement with Mr. Williams, which expires on December 31, 2015, provides for a minimum annual salary of $205,000 and an annual bonus equal to 102% of our first $3,000,000 of the Company’s consolidated pre-tax profit (as defined) upplus an additional: (i) three percent (3%) of any of the Company’s consolidated pre-tax profit in excess of $3,000,000 but less than or equal to $14,~~250~~000,000; ~~and~~(ii) four 5percent (4%) of any of the Company’s consolidated pre-tax profit in excess of $14,~~250~~000,000 but less than or equal to $5,000,000; ~~respectively. Under~~and ~~the~~(iii) ~~terms~~five percent (5%) of ~~the~~any ~~agreements,~~of ~~annual~~the ~~salaries~~Company’s ~~and~~consolidated ~~bonuses~~pre-tax ~~shall~~profit ~~not~~in ~~exceed~~excess of $~~750~~5,000,000; ~~and~~provided, ~~$675~~however,~~000~~ the ~~for~~total ~~Messrs.~~annual ~~Wachtel~~aggregate salary and ~~Wunderlich,~~bonus ~~respectively~~payable to Mr. ~~Bonus~~Williams ~~payments~~is limited to ~~each~~a maximum of ~~Messrs~~$485,000. ~~Wachtel~~Bonus ~~and~~payments to ~~Wunderlich~~Mr. Williams were $~~360~~280,000 and $236,000 for the ~~year~~years ended December 31, ~~2010~~2012 and 2011, respectively. The agreements ~~agreement~~also ~~with~~provide ~~Mr.~~that ~~Williams,~~in ~~which~~the ~~was~~event toof ~~expire~~a onchange ~~December~~in ~~31,~~control ~~2011~~(as defined therein), ~~provided~~Messrs. ~~for a~~Wachtel, ~~base~~Wunderlich ~~salary~~and ~~starting~~Williams shall ateach ~~$175,000~~receive ~~per~~a ~~year~~lump-sum ~~which~~cash ~~will~~payment ~~increase~~equal to ~~$205,000~~one ~~per~~and ~~year~~one-half bytimes the ~~fourth~~respective ~~year~~executive ofofficer’s ~~the~~minimum annual ~~contract~~compensation ~~term~~(as ~~and~~defined therein), ~~commencing~~ ~~with~~plus ~~the~~one ~~year~~and ~~ended~~one-half ~~December~~times of ~~31,~~his ~~2010,~~average aannual bonus ~~equal~~for tothe 2%prior oftwo ~~consolidated~~years. ~~pre-tax~~Further, ~~profit~~upon ~~and~~a ~~for~~change ~~the~~in ~~year~~control, ~~ended~~we ~~December 31~~may, ~~2009~~within a specified period, 1%terminate the ofexecutive ~~consolidated~~officer’s ~~pre-tax~~employment ~~profit.~~with ~~Accordingly,~~us awithout ~~bonus~~further ofliability ~~$119,000~~to ~~was~~the ~~paid~~executive ~~for~~officer other than with respect to the ~~year~~provision ~~ended~~of continued medical coverage through December 31, ~~2010~~2015.

F-1514

In February 2011, Messrs. Wachtel, Wunderlich and Williams entered into new employment agreements. The agreements with Messrs. Wachtel and Wunderlich, which expire on December 31, 2015, provide for no change in the minimum annual compensation, bonus and maximum compensation. Bonus payments to each of Messrs. Wachtel and Wunderlich were $418,000 for the year ended December 31, 2011. The agreement with Mr. Williams, which expires on December 31, 2015, provides for a minimum annual salary of $205,000 and an annual bonus equal to 2% of our first $3,000,000 of the Company’s consolidated pre-tax profit (as defined) plus an additional: (i) three percent (3%) of any of the Company’s consolidated pre-tax profit in excess of $3,000,000 but less than or equal to $4,000,000; (ii) four percent (4%) of any of the Company’s consolidated pre-tax profit in excess of $4,000,000 but less than or equal to $5,000,000; and (iii) five percent (5%) of any of the Company’s consolidated pre-tax profit in excess of $5,000,000; provided, however, the total annual aggregate salary and bonus payable to Mr. Williams is limited to a maximum of $485,000. Bonus payments to Mr. Williams was $236,000 for the year ended December 31, 2011. The agreements also provide that in the event of a change in control (as defined therein), Messrs. Wachtel, Wunderlich and Williams shall each receive a lump-sum cash payment equal to one and one-half times the respective executive officer’s minimum annual compensation (as defined therein), plus one and one-half times of his average annual bonus for the prior two years. Further, upon a change in control, we may, within a specified period, terminate the executive officer’s employment with us without further liability to the executive officer other than with respect to the provision of continued medical coverage through December 31, 2015.

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 7 - Stockholders' Equity

Stock Option Plans

The Company has seven stock option plans; its 1992, 1997, 1999, 2003, 2005 and two 2006 Plans (collectively, the Plans). Pursuant to the Plans, a total of 18,850,000 shares of common stock were made available for grant of stock options. Under the Plans, options have been granted to key personnel to purchase shares at not less than fair market value on the date of grant. Stock options generally vest ratably over a period of three to five years from the date of grant and must be exercised within ten years from the date of grant. The Company’s policy is to recognize compensation expense on a straight-line basis over the requisite service period for the entire award. Compensation expense is recognized only for those options expected to vest, with forfeitures estimated at the date of grant based on the Company’s historical experience and future expectations. No further grants will be made under the 1992, 1997 or 1999 Plans.

Options have been granted under the Plans to independent sales agents under the same general terms and conditions as options granted to employees. Such option grants are primarily based upon profits generated and act as long-term incentives to remain with the Company. Out of the total options outstanding of 97,~~036~~131,000 as of December 31, ~~2011~~2012, 32,~~594~~513,000 have been granted to independent sales agents.

~~F-16~~Option activity for the years ended December 31, 2012 and 2011 was as follows:

Option activity for the years ended December 31, 2011 and 2010 was as follows:

	Shares Subject to Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value (in millions)

Outstanding, January 1, 2011		7,365,000		$	.67		2.1	$	-
Forfeited / Expired		(392,000	)		.89
Exercised		(1,362,000	)		.46
Granted		3,425,000			.74

Outstanding, December 31, 2011		9,036,000		$	.72		3.2	$	1.4
Forfeited / Expired		(1,630,000	)		1.08
Exercised		(425,000	)		.46
Granted		150,000			.88

Outstanding December 31, 2012		7,131,000		$	.65		3.1	$	2.0
Exercisable, December 31, 2012		3,402,000		$	.66		2.1	$	1.0

						Weighted
				Weighted		Average		Aggregate
	Shares			Average		Remaining		Intrinsic
	Subject to			Exercise Price		Contractual		Value
	Options			Per Share		Life		(in millions)
Outstanding, January 1, 2010		11,102,000		$	.72		4.1	$	-
Forfeited		(4,455,000	)		.76
Exercised		(132,000	)		.35
Granted		850,000			.54
Outstanding, December 31, 2010		7,365,000		$	.67		2.1	$	-
Forfeited / Expired		(392,000	)		.89
Exercised		(1,362,000	)		.46
Granted		3,425,000			.74
Outstanding December 31, 2011		9,036,000		$	.72		3.2	$	1.4
Exercisable, December 31, 2011		4,158,000		$	.79		1.5	$	.6

F-15

As of December 31, ~~2011~~2012, there were 56,~~820~~915,000 shares of common stock available for issuance pursuant to future stock option grants. Additional information regarding options outstanding as of December 31, ~~2011~~2012 is as follows:

		Options outstanding						Options exercisable
				Weighted
Range of exercise prices		Shares		Weighted average remaining contractual life (years)		Weighted average exercise price		Shares		Weighted average exercise price
				average
$	.05 - .20		108,000		.4	$	.17		108,000	$	.17
				remaining		Weighted				Weighted
	.24 - .65		2,739,000		2.5		.41		1,650,000		.39
Range of				contractual life		average exercise				average exercise
	.67 - .88		3,750,000		4.0		.77		1,110,000		.86
exercise prices		Shares		(years)		price		Shares		price
	1.00 – 1.48		534,000		.1		1.16		534,000		1.16
$	.05 -– 1.2048		~~208~~7,131,000		13.1	$	.1665		~~208~~3,402,000	$	.1666
	.24 - .65		3,106,000		3.1		.43		1,476,000		.41
	.67 - .88		3,985,000		4.5		.78		804,000		.85
	1.00 – 1.48		1,737,000		.7		1.17		1,670,000		1.17
$	.05 – 1.48		9,036,000		3.2	$	.72		4,158,000	$	.79

Weighted average grant-date fair value of options granted:

2012	$	.88
2011	$	.74
2010	$	.54

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.

	2011			2010
	2012			2011
Risk-free interest rate		.5	%		.5	%
Expected dividend yield		0	%		0	%
Expected volatility factor		15.1090	%		15.5910	%
Expected option term, in years		6.00			56.7600

FThe Company recognized stock-17based compensation expense related to stock options of $73,000 and $131,000 for the years ended December 31, 2012 and 2011, respectively. As of December 31, 2012, the Company had $97,000 of unrecognized stock-based compensation expense related to non-vested stock option plans that will be recognized over a period of five years.

The Company recognized stock-based compensation expense related to stock options of $131,000 and $128,000 for the years ended December 31, 2011 and 2010, respectively. As of December 31, 2011, the Company had $115,000 of unrecognized stock-based compensation expense related to non-vested stock option plans that will be recognized over a period of five years.

Note 8 - Fair Value of Financial Instruments

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

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

F-16

Note 9 - Quarterly Results of Operations (Unaudited)

	Year Ended December 31, 2012
	Quarter Ended
	Mar 31		June 30		Sep 30		Dec 31

Gross revenues:
Transportation services	$	61,497,000	$	69,033,000	$	70,596,000	$	75,072,000
Agent support services		303,000		164,000		1,260,000		246,000
	$	61,800,000	$	69,197,000	$	71,856,000	$	75,318,000

Net income	$	831,000	$	1,085,000	$	1,390,000	$	1,050,000

Basic net income per share	$	.03	$	.03	$	.04	$	.03
Diluted net income per share	$	.02	$	.03	$	.04	$	.03

	Year Ended December 31, 2011
	Quarter Ended
	Mar 31		June 30		Sep 30		Dec 31

Gross revenues:
Transportation services	$	74,944,000	$	86,438,000	$	85,262,000	$	71,436,000
Agent support services		535,000		527,000		97,000		731,000
	$	75,479,000	$	86,965,000	$	85,359,000	$	72,167,000

Net income	$	661,000	$	905,000	$	944,000	$	1,128,000

Basic net income per share	$	.02	$	.03	$	.03	$	.03
Diluted net income per share	$	.02	$	.03	$	.03	$	.02

	Year Ended December 31, 2010
	Quarter Ended
	Mar 31		June 30		Sep 30		Dec 31
Gross revenues:
Transportation services	$	56,430,000	$	69,070,000	$	73,475,000	$	78,647,000
Agent support services		485,000		491,000		488,000		615,000
	$	56,915,000	$	69,561,000	$	73,963,000	$	79,262,000
Net income	$	425,000	$	728,000	$	833,000	$	1,069,000
Basic net income per share	$	.01	$	.02	$	.02	$	.04
Diluted net income per share	$	.01	$	.02	$	.02	$	.04

F-18

Note 10 - Supplemental Disclosure of Cash Flow Information and Non-Cash Investing and Financing Activities

Cash paid for interest in ~~2011~~2012 and ~~2010~~2011 was $~~520~~323,000 and $~~701~~520,000, respectively.

The Company paid income taxes of $1,~~125~~469,000 and $~~238~~1,125,000 for the years ended December 31, ~~2011~~2012 and ~~2010~~2011, respectively.

F-17

During 2011, the Company increased its $30.0 million line of credit from Regions Bank to $35 million.

In connection with the acquisition of the truck agent business division in July 2011, the Company acquired approximately $9.8 million of goodwill in exchange for indebtedness due to the Company of $9.4 million and the assumption of certain liabilities.

Note 11 - Segment Reporting

The Company operates in two business segments, non-asset based transportation services and agent support services. The non-asset ~~based~~ based transportation services segment includes our brokerage and contract carrier services which are provided through a network of independent sales agents throughout the United States and Canada. Revenue in this segment is generated from freight transportation transactions. The agent support services segment includes an array of services that we provide to our agent network to support and encourage the expansion of our agents’ businesses, primarily financial support through interest bearing long-term loans, sales-type leases (which facilitate the acquisition of trucks by owner-operators), and non-interest bearing short-term loans, as well as other services including training, margin analysis, marketing assistance, industry and market segment data, and business analysis tools. Revenue in this segment consists primarily of interest ~~earned~~ on interest bearing loans and profits and interest ~~earned~~ on sales-type leases.

Our gross revenues, expenses, and total assets by segment as of and for the years ended December 31, 2012 and 2011 are summarized below:

2012	Transportation Services		Agent Support Services		Total

Gross revenues	$	276,198,000	$	1,973,000	$	278,171,000
Purchased transportation		221,366,000		-		221,366,000
Purchased equipment for resale		-		1,178,000		1,178,000
Commissions		34,379,000		-		34,379,000
Operating expenses		13,514,000		316,000		13,830,000
Income from operations		6,939,000		479,000		7,418,000
Interest expense		323,000		-		323,000
Income taxes		2,554,000		185,000		2,739,000
Net income	$	4,062,000	$	294,000	$	4,356,000

Assets	$	54,968,000	$	9,436,000	$	64,404,000

F-18

2011	Transportation Services		Agent Support Services		Total

Gross revenues	$	318,080,000	$	1,890,000	$	319,970,000
Purchased transportation		259,493,000		-		259,493,000
Purchased equipment for resale		-		566,000		566,000
Commissions		41,371,000		-		41,371,000
Operating expenses		11,837,000		271,000		12,108,000
Income from operations		5,379,000		1,053,000		6,432,000
Interest expense		520,000		-		520,000
Income taxes		1,868,000		406,000		2,274,000
Net income	$	2,991,000	$	647,000	$	3,638,000

Assets	$	52,967,000	$	6,140,000	$	59,107,000

Our gross revenues and expenses as of and for the year ended December 31, 2011 presented on a Pro-Forma basis are summarized below:

2011	Transportation Services		Agent Support Services		Total

Gross revenues	$	253,038,000	$	904,000	$	253,942,000
Purchased transportation		203,042,000		-		203,042,000
Purchased equipment for resale		-		566,000		566,000
Commissions		31,601,000		-		31,601,000
Operating expenses		12,003,000		271,000		12,274,000
Income from operations		6,392,000		67,000		6,459,000
Interest expense		520,000		-		520,000
Income taxes		2,261,000		23,000		2,284,000
Net income	$	3,611,000	$	44,000	$	3,655,000

Note 12 – Subsequent Event

Recent Developments – Entry into Merger Agreement for the Potential Sale of the Company

On February 28, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, AutoInfo Holdings, LLC., a Delaware limited liability company (“Parent”), and AutoInfo Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent (the “Merger”). The Merger Agreement was unanimously approved by our Board of Directors (the “Board”), based on the recommendation of a Special Committee of the Board (the “Special Committee”) that was formed to evaluate and negotiate the terms of a sale of the Company.

F-19

~~Our~~At ~~gross~~the ~~revenues,~~time the Merger ~~expenses~~becomes effective pursuant to the terms and conditions of the Merger Agreement and under Delaware law (the “Effective Time”): (a) each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and ~~total~~nonassessable ~~assets~~share of common stock of the Surviving Corporation, (b) each share of common stock of the Company issued and outstanding immediately prior to the Effective Time (other than shares owned by the ~~segment~~Company, asParent or Merger Sub, and shares owned by stockholders of the Company who have perfected and not withdrawn a demand for appraisal rights under Delaware law) will automatically be cancelled and converted into the ~~years~~right ~~ended~~to ~~December~~receive 31$1.05 in cash, without ~~2011~~interest (the “Merger Consideration”); and ~~2010~~(c) ~~are~~each ~~summarized~~option ~~below:~~outstanding (whether or not then vested or exercisable) that represents the right to acquire shares of common stock of the Company will be cancelled and terminated whereby the holder of any such options to acquire common stock of the Company shall receive an amount for each such option equal to the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable in respect of such share of common stock of the Company issuable upon exercise of such options.

2011			Agent
	Transportation		Support
	Services		Services		Total
Gross revenues	$	318,080,000	$	1,890,000	$	319,970,000
Purchased transportation		259,493,000		-		259,493,000
Purchased equipment for resale		-		566,000		566,000
Commissions		41,371,000		-		41,371,000
Operating expenses		11,837,000		271,000		12,108,000
Income from operations		5,379,000		1,053,000		6,432,000
Interest expense		520,000		-		520,000
Income taxes		1,868,000		406,000		2,274,000
Net income	$	2,991,000	$	647,000	$	3,638,000
Assets	$	52,967,000	$	6,140,000	$	59,107,000

The Merger Agreement contains customary representations, warranties and covenants. The consummation of the Merger is subject to customary conditions, including, without limitation, (a) approval by the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on the Merger and (b) the absence of any law, order, injunction or other legal restraint prohibiting the Merger. Moreover, each party’s obligation to consummate the Merger is subject to certain other conditions, including, without limitation, (i) the accuracy of the other party’s representations and warranties (subject to customary qualifiers), (ii) the other party’s compliance with its covenants and agreements contained in the Merger Agreement (subject to customary qualifiers), (iii) certain required consents having been obtained, (iv) there not being any Company Material Adverse Effect (as defined in the Merger Agreement), and (v) there not being holders of more than 5% of the shares of common stock of the Company with respect to which appraisal rights have been properly exercised.

2010			Agent
	Transportation		Support
	Services		Services		Total
Gross revenues	$	277,622,000	$	2,079,000	$	279,701,000
Purchased transportation		226,093,000		-		226,093,000
Commissions		39,463,000		-		39,463,000
Operating expenses		8,201,000		268,000		8,469,000
Income from operations		3,865,000		1,811,000		5,676,000
Interest expense		701,000		-		701,000
Income taxes		1,221,000		699,000		1,920,000
Net income	$	1,943,000	$	1,112,000	$	3,055,000
Assets	$	51,805,000	$	14,922,000	$	66,727,000

From the date of the Merger Agreement, the Company is subject to customary “no-shop” restrictions on its ability to solicit or respond to alternative takeover proposals from third parties, furnish information to and engage in discussions with third parties regarding alternative takeover proposals, recommend an alternative takeover proposal or enter into an agreement with respect to an alternative takeover proposal. The “no-shop” provision, however, is subject to a customary “fiduciary-out” provision, which provides that, at any point prior to the time stockholder approval is obtained, the Board may change its recommendation to the Company’s stockholders or enter into a definitive agreement with respect to an unsolicited, bona fide takeover proposal, if and only if, prior to taking such action, the Board has determined in good faith, after consultation with independent financial advisors and outside legal counsel, (a) that failure to take such action would violate the directors’ fiduciary duties to the Company’s stockholders under Delaware law and (b) that the Takeover Proposal (as defined in the Merger Agreement) constitutes a Superior Proposal(as defined in the Merger Agreement); provided, however, that (a) the Company has given Parent at least five (5) business days’ prior written notice of its intention to take such action and has provided a copy of the relevant proposed transaction agreements disclosing the party making such Takeover Proposal, (b) the Company has negotiated in good faith with Parent during such five (5) business day notice period (to the extent Parent wishes to negotiate) to enable Parent to revise the terms of the Merger Agreement such as to cause such Takeover Proposal to no longer constitute a Superior Proposal, (c) following the end of such five (5) business day notice period, the Board will have considered in good faith any changes to the Merger Agreement proposed in writing by Parent and will have determined that the Superior Proposal would continue to constitute a Superior Proposal if such revised terms offered by Parent were given effect, and (d) in the event of any changes to the terms of such Superior Proposal, the Company shall have delivered to Parent an additional notice and a new five (5) business day notice period.

The Merger Agreement contains certain termination rights for the Company and Parent, including the right of the Company under certain circumstances to terminate the Merger Agreement to accept a Superior Proposal and enter into a definitive agreement with respect thereto. Upon termination of the Merger Agreement under specified circumstances, including termination of the Merger Agreement to accept a Superior Proposal and enter into a definitive agreement with respect thereto, the Company is required to pay Parent a termination fee of $1.5 million and reimburse Parent for out-of-pocket expenses actually incurred not to exceed $1.25 million. Upon termination of the Merger Agreement by the Company under certain specified circumstances, Parent and Merger Sub are required to pay the Company, a termination fee of $1.5 million.

F-20

The representations, warranties and covenants made in the Merger Agreement (a) have been made only for purposes of the Merger Agreement, (b) have been qualified by confidential disclosures made to Parent and Merger Sub in connection with the Merger Agreement, (c) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (e) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the Company or its business. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its Subsidiaries (as defined in the Merger Agreement) or Affiliates (as defined in the Merger Agreement). Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that we file with the Securities and Exchange Commission (“SEC”).

As a condition to Parent entering into the Merger Agreement, on February 28, 2013, Peter C. Einselen, Mark K. Patterson, Thomas C. Robertson, Harry Wachtel, Mark Weiss, Michael P. Williams and William I. Wunderlich, in each case a stockholder and/or an option holder of the Company and members of our management and/or members of the Board, entered into a voting agreement with Parent (the “Voting Agreement”), whereby each voting stockholder party to the Voting Agreement agreed to vote all of the shares of common stock or options of the Company beneficially owned (or of record) by such voting stockholder, including, but not limited to, any shares of common stock or options of the Company that such voting stockholder has the right to vote due to any agreement, proxy or other similar right (i) in favor of adoption of the Merger Agreement and in favor of the Merger, (ii) against (A) any proposal made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger or any other Transaction (as defined in the Merger Agreement), (B) any Takeover Proposal, (C) any change in the Company’s management or the Board (other than as contemplated by the Merger Agreement), and (D) any action or agreement that the voting stockholders party to the Voting Agreement actually knows, or reasonably expects, would result in a breach of any representation, warranty, covenant or agreement or any other obligation of the Company under the Merger Agreement or of such voting stockholder party to the Voting Agreement. The voting stockholders parties to the Voting Agreement own approximately 22.3% of the voting power of shares entitled to vote on the Merger.

F-21

Filing Compare · AUTOINFO, INC