8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  July 8, 2011

AUTOINFO, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-11497	13-2867481
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6413 Congress Ave – Suite 260 Boca Raton		33487
(Address Of Principal Executive Office)		(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Form 8-K/A amends the Current Report on Form 8-K of AutoInfo, Inc. (“AutoInfo”) filed on July 13, 2011 (the “Report”) in connection with the consummation of the transactions contemplated by an Asset Purchase Agreement, dated as of July 8, 2011, by and among AutoInfo and its affiliated entities, on the one hand, and Eleets Transportation Company, Inc. a Florida corporation (“Seller”) and Allen J. Steele, on the other hand, for the acquisition of substantially all of the operating assets of the Seller’s truck agent business division (the “Truck Agent Business Unit”) (the “Acquisition”).  The purpose of this amendment is to provide the financial statements of the business acquired as required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b), which financial statements and information were excluded from the original filing in reliance on Items 9.01(a)(4) and 9.01(b)(2), respectively, of Form 8-K.

Item 1.01. Entry into a Material Definitive Agreement

Incorporated herein by reference to Item 1.01 of the Report.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Incorporated herein by reference to Item 2.01 of the Report.

Item 9.01.   Financial Statements and Exhibits.

(a)  Financial Statements of Business Acquired.

The financial statements of the Truck Agent Business Unit for the requisite periods, required by this Item 9.01(a), is filed herein as Exhibit 99.1.

(b)  Pro-forma Financial Information.

The pro forma combined financial statements of AutoInfo and the Truck Agent Business Unit for the requisite periods, required by this Item 9.01(b), is filed herein as Exhibit 99.2.

(d)  Exhibits

Exhibit No.	Description
10.1	Asset Purchase Agreement dated July 8, 2011.(1)
23.1	Consent of Patrick & Robinson, LLP*
99.1	Audited Financial Statements of Business Acquired*
99.2	Unaudited Pro Forma Condensed Combined Consolidated Financial Statements*

*Filed herewith.

(1) Filed as an exhibit to this Report on July 13, 2011 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AutoInfo, Inc.
Dated:   September 23, 2011	By:	/s/ William Wunderlich
		William Wunderlich,
		Chief Financial Officer

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors AutoInfo, Inc.:

We consent to the use of our report dated August 24, 2011, with respect to the financial statements of Eleets Transportation Company, Inc.’s Truck Agent Business Unit as of December 31, 2010 and 2009 and the related balance sheets, statements of income and retained earnings, statements of cash flows, notes and supplemental information, in the AutoInfo Inc. Current Report on Form 8-K.

/s/ Patrick & Robinson, LLC

Jacksonville, FL

September 22, 2011

EX-99.1

Exhibit 99.1

Eleets Transportation Company, Inc.

Truck Agent Business Unit

Jacksonville, Florida

INDEPENDENT AUDITORS’ REPORT,

FINANCIAL STATEMENTS, AND SUPPLEMENTARY

INFORMATION

YEARS ENDED DECEMBER 31, 2010 AND 2009

Eleets Transportation Company, Inc.

Truck Agent Business Unit

Years Ended December 31, 2010 and 2009

Table of Contents

Independent Auditors’ Report	1
Financial Statements
Balance Sheets	2
Statements of Income and Retained Earnings	3
Statements of Cash Flows	4
Notes to Financial Statements	5
Supplementary Information (Unaudited)
Schedule of Assets, Liabilities, and Equity	7
Schedule of Income and Retained Earnings	8

Mark R. Patrick, CPA	PATRICK & ROBINSON	Adam M. Robinson, CPA
In Historic St. Nicholas 4029 Atlantic Boulevard Jacksonville, Florida 32207 www.CPAsite.com		(904) 396-5400 after hours (904) 396-9510 fax (904) 396-9226 office@CPAsite.com
	Certified Public Accountants

To the Stockholders of

Eleets Transportation Company, Inc.

Jacksonville, Florida

We have audited the accompanying balance sheets of Eleets Transportation Company, Inc.’s (the “Company”) Truck Agent Business Unit (the “Unit”), an S-Corporation, as of December 31, 2010 and 2009 and the related statements of income, retained earnings 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 auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit of the financial statements provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Unit as of December 31, 2010 and 2009, and the changes in its retained earnings and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audit as conducted for the purpose of forming an opinion on the financial statements as a whole. The supplementary schedule of assets, liabilities and equity as of June 30, 2011, and the years ended December 31, 2010 and 2009 and supplementary schedule of income and equity for the six months ended June 30, 2011 and the years ended December 31, 2010 and 2009 on pages 6 and 7 are presented for purposes of additional analysis and is not a required part of the financial statements. We have applied certain limited procedures, which consisted principally of inquiries of management regard the methods and presentation of the supplementary information. However, we did not audit the information and express no opinion on it.

Patrick & Robinson, LLC

August 24, 2011

Partners in Your Success

Member: AICPA · FICPA · Jacksonville Regional Chamber of Commerce ·Small Business Resource Network

Patrick & Robinson, LLC

ELEETS TRANSPORTATION COMPANY, INC.

TRUCK AGENT BUSINESS UNIT

BALANCE SHEET

DECEMBER 31, 2010 AND 2009

	2010			2009
Assets	$	0		$	0
Liabilities and Unit’s equity
Current liabilities:
Accounts payable and accrued expenses	$	26,490		$	17,410
Total current liabilities		26,490			17,410
Total liabilities		26,490			17,410
Unit’s equity:
Retained deficit		(26,490	)		(17,410	)
Total Unit’s equity		(26,490	)		(17,410	)
Total liabilities and Unit’s equity	$	0		$	0

The accompanying notes are an integral part of this statement.

2

ELEETS TRANSPORTATION COMPANY, INC.

TRUCK AGENT BUSINESS UNIT

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

	2010			2009
Commission revenue, net	$	3,153,250		$	1,497,034
Operating expenses
Salaries and wages		635,349			459,017
Employee benefits		68,609			48,514
Insurance		12,429			156,220
Office supplies and expense		57,754			31,586
Telephone		4,500			3,410
Advertising		2,961			0
Total operating expenses		781,602			698,747
Net income		2,371,648			798,287
Beginning retained earnings (deficit)		(17,410	)		0
Transfer of funds to other Company Units		(2,380,728	)		(815,697	)
Ending retained deficit	$	(26,490	)	$	(17,410	)

The accompanying notes are an integral part of this statement.

3

ELEETS TRANSPORTATION COMPANY, INC.

TRUCK AGENT BUSINESS UNIT

STATEMENT OF CASH FLOWS

DECEMBER 31, 2010 AND 2009

	2010			2009
Cash Flows from Operating Activities
Net income	$	2,371,648		$	798,287
Adjustments to reconcile net income to net cash provided by operating activities:
Changes in operating assets and liabilites:
Increase in accounts payable and accrued expenses		9,080			17,410
Net cash provided by operating activities		2,380,728			815,697
Cash Flows from Financing Activities
Transfer of funds to other Company Units		(2,380,728	)		(815,697	)
Net cash used in financing activities		(2,380,728	)		(815,697	)
Cash, Beginning of Year		0			0
Cash, End of Year	$	0		$	0

The accompanying notes are an integral part of this statement.

4

Eleets Transportation Company, Inc.

Truck Agent Business Unit

Jacksonville, Florida

Notes to Financial Statements

December 31, 2010 and 2009

1. Summary of Significant Accounting Policies

Business Activity

Eleets Transportation Company, Inc. (the “Company”) provides a full network of supply-chain transportation solutions to industrial and commercial businesses through a variety of multimodal transportation options. The Company operates as an independent agent utilizing a multi-vertical approach which offers several different modes of transportation. The multiple platform verticals are: truck brokerage (general commodities); pre-print (newspaper inserts); less than truckload; intermodal door to door; expedited; intermodal drayage (Company stores and agents) and E-Truck Over-The-Road (OTR) - Asset Division to industrial and commercial businesses.

The Truck Agent Business Unit (the “Unit”) up to and prior to the date of sale operated a division of the Company. The Unit operates through approximately fifteen independent agents and approximately three hundred fifty independent owner/operators who provide transportation services primarily to the intermodal dray business.

Revenue and Cost Recognition

The Unit utilizes the accrual method of accounting. The net commission revenue recognized is the gross profit earned on the transactions generated less billing adjustments, accident and claims expense, agent commissions, insurance, office supplies and services, compliance expenses and other related expenses. The income earned is based on billings upon pickup of a load less settlement costs of that load to properly match the revenue and costs associated with each load.

Income Taxes

The Company has elected S corporation status, which allows the stockholders to report the net taxable income as pass-through income on their personal income tax returns. Therefore, no provision or liability for federal income taxes has been included in the financial statements of the Unit.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

5

Eleets Transportation Company, lnc.

Truck Agent Business Unit

Jacksonville, Florida

Notes to Financial Statements

December 31, 2010 and 2009

2. Concentrations of Credit Risk

The Unit is dependent primarily on Eleets Logistics, Inc. and the retail consumer industry. This industry has in the past and likely in the future will have weak economic cycles. Such downturns could have an adverse effect on the revenue for this Unit.

3. Related Party Transactions

Substantially all of the Unit’s revenue is received from Eleets Logistics, Inc. A stockholder of the Company is a director of Eleets Logistics, Inc. Eleets Logistics, Inc. is a wholly-owned subsidiary of Autolnfo, Inc.

4. Subsequent Event

The Company has evaluated subsequent events through August 24, 2011, the date which the financial statements were available to be issued.

On July 8, 2011, the Company sold substantially all the assets of the Unit to Autolnfo, Inc.

6

ELEETS TRANSPORTATION COMPANY, INC.

TRUCK AGENT BUSINESS UNIT

SUPPLEMENTARY SCHEDULE OF ASSETS, LIABILITIES, AND EQUITY

JUNE 30, 2011 AND DECEMBER 31, 2010 AND 2009

UNAUDITED

	2011			2010			2009
Assets	$	0		$	0		$	0
Liabilities and Unit’s equity
Current liabilities:
Accounts payable and accrued expenses	$	29,612		$	26,490		$	17,410
Total current liabilities		29,612			26,490			17,410
Total liabilities		29,612			26,490			17,410
Unit’s equity:
Retained deficit		(29,612	)		(26,490	)		(17,410	)
Total Unit’s equity		(29,612	)		(26,490	)		(17,410	)
Total liabilities and Unit’s equity	$	0		$	0		$	0

See independent auditors’ report.

7

ELEETS TRANSPORTATION COMPANY, INC.

TRUCK AGENT BUSINESS UNIT

SUPPLEMENTARY SCHEDULE OF INCOME AND RETAINED EARNINGS

FOR THE SIX MONTHS ENDED JUNE 30, 2011

AND THE YEARS ENDED DECEMBER 31, 2010 AND 2009

UNAUDITED

	2011			2010			2009
Commission revenue, net	$	1,544,987		$	3,153,250		$	1,497,034
Operating expenses
Salaries and wages		435,777			635,349			459,017
Employee benefits		53,002			68,609			48,514
Travel expense		12,728			0			0
Insurance		0			12,429			156,220
Office supplies and expense		22,549			57,754			31,586
Telephone		2,807			4,500			3,410
Miscellaneous		390			0			0
Advertising		0			2,961			0
Total operating expenses		527,253			781,602			698,747
Net income	$	1,017,734		$	2,371,648		$	798,287
Beginning deficit		(26,490	)		(17,410	)		0
Transfer of funds to other Company Units		(1,020,856	)		(2,380,728	)		(815,697	)
Ending retained deficit	$	(29,612	)	$	(26,490	)	$	(17,410	)

See independent auditors’ report.

8

EX-99.2

Exhibit 99.2

AutoInfo, Inc.

Unaudited Pro Forma Condensed

Consolidated Financial Information

Basis of Presentation

The accompanying unaudited pro forma condensed consolidated balance sheet as of June 30, 2011 gives effect to the acquisition of substantially all of the operating assets of the truck agent business division (the “Truck Agent Business Unit”) of Eleets Transportation Company, Inc.

The accompanying unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2011 and the years ended December  31, 2010 and 2009, give effect to the acquisition as if it occurred on the first day of each period presented.

Pro forma adjustments have been limited to only those adjustments that are directly attributable to the transaction, factually supportable, and in the case of pro forma income statement adjustments, expected to have a continuing impact on the AutoInfo, Inc.’s (the “Company”) financial results.

The unaudited pro forma condensed consolidated financial information is provided for information purposes only and is not necessarily indicative of the results that would have occurred if the acquisition had occurred on the first day of each period presented. The unaudited pro forma condensed consolidated financial statements should not be construed as being representative of future operating results or financial position of the Company and should be read in conjunction with the:

1)      Accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements;

2)      The Company’s historical audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2011;

3)      Eleets Transportation Company, Inc. Truck Agent Business Unit historical audited financial statements and notes for the fiscal years ended December 31, 2010 and 2009 (included herein as Exhibit 99.1); and

4)      Form 8-K filed with the SEC by the Company on July 13, 2011 and the exhibits attached thereto.

AUTOINFO, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

JUNE 30, 2011

	As previously reported		Pro Forma Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	375,000				$	375,000
Accounts receivable, net		50,083,000	(a)	(200,000	)		49,883,000
Current portion of advances and other assets		10,615,000	(b)	(9,327,000	)		1,288,000
Prepaid expenses		1,535,000					1,535,000
Deferred income taxes		135,000					135,000
Total current assets		62,743,000					53,216,000
Fixed assets, net		591,000					591,000
Goodwill and acquired intangibles, net			(b)	9,718,000			9,718,000
Advances and other assets, net of current portion		4,677,000	(b)	(125,000	)		4,552,000
Total assets	$	68,011,000				$	68,077,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	26,229,000	(c)	66,000		$	26,295,000
Loan payable		19,028,000					19,028,000
Commitments and contingencies
Stockholders’ equity:
Common stock		34,000					34,000
Additional paid-in capital		20,310,000					20,310,000
Retained earnings		2,410,000					2,410,000
Total stockholders’ equity		22,754,000					22,754,000
Total liabilities and stockholders’ equity	$	68,011,000				$	68,077,000

Footnotes to Pro Forma Balance Sheet:

(a) Additional provision for doubtful accounts based upon the assumption of liability for bad debts previously the responsibility of Eleets Transportation Company., Inc. which liability was discharged per the Asset Purchase Agreement filed as an exhibit to Form 8-K file on July 13, 2011.

(b) Goodwill and other intangibles acquired resulting primarily from the discharge of $9,365,000 of indebtedness included in Advances and other assets.

(c) Provision for lease cancellation cost

AUTOINFO, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2009

	As previously reported			Pro Forma adjustments			Pro Forma
Gross revenues
Transportation services	$	182,444,000	(g)	$	(54,497,000	)	$	127,947,000
Agent support services		1,455,000	(a)		(1,294,000	)		161,000
Total revenues		183,899,000			(55,791,000	)		128,108,000
Cost of transportation		146,721,000	(g)		(46,286,000	)		100,435,000
Commissions		26,816,000	(b)		(1,497,000	)
	(g)				(8,211,000	)		17,108,000
Operating expenses		7,534,000	(c) (d) (e)		1,000,000			8,534,000
		181,071,000			(54,994,000	)		126,077,000
Income from operations		2,828,000			(797,000	)		2,031,000
Interest expense		478,000						478,000
Income before income taxes		2,350,000			(797,000	)		1,553,000
Income taxes		932,000		(f) (300,000)				632,000
Net income	$	1,418,000		$	(497,000	)	$	921,000
Net income per share:
Basic and diluted	$	.04					$	.02
Weighted average number of common shares:
Basic		32,997,000						32,997,000
Diluted		34,263,000						34,263,000

Footnotes to Pro Forma Statement of Income:

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

(b) Commissions paid to Eleets Transportation Company pursuant to Agent Agreement

(c) $849,000 represents direct operating expenses, primarily payroll and related expenses, of Truck Agent Business Unit acquired.

(d) ($99,000) represents a reduction in management compensation based upon decrease in income from operations.

(e) $250,000 represents amortization of acquired identifiable intangible assets.

(f) Represent a decrease in federal and state taxes on income.

(g) Represents the impact of the loss of Eleets Transportation Company Inc. brokerage division business, as follows:

Revenues	$	54,497,000
Cost of transportation		46,286,000
Commissions		8,211,000

AUTOINFO, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED 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)		1,197,000
			(g)		(248,000	)		9,418,000
		274,025,000			(70,313,000	)		203,712,000
Income from operations		5,676,000			113,000			5,789,000
Interest expense		701,000						701,000
Income before income taxes		4,975,000			113,000			5,088,000
Income taxes		1,920,000	(f)		43,000			1,963,000
Net income	$	3,055,000		$	70,000		$	3,125,000
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

Footnotes to Pro Forma Statement of Income:

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

(b) Commissions paid to Eleets Transportation Company 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) $250,000 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 Eleets Transportation Company Inc. brokerage division business, as follows:

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

AUTOINFO, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2011

	As previously reported			Pro Forma adjustments			Pro Forma
Gross revenues
Transportation services	$	161,381,000	(g)	$	(38,203,000	)	$	123,178,000
Agent support services		1,063,000	(a)		(986,000	)		77,000
Total revenues		162,444,000			(39,189,000	)		123,255,000
Cost of transportation		132,788,000	(g)		(33,152,000	)		99,636,000
Commissions		21,788,000	(b)		(1,545,000	)
			(g)		(4,647,000	)		15,596,000
Operating expenses		5,036,000	(c) (d) (e)		631,000
			(g)		(404,000	)		5,263,000
		159,612,000			(39,117,000	)		120,495,000
Income from operations		2,832,000			(72,000	)		2,760,000
Interest expense		283,000						283,000
Income before income taxes		2,549,000			(72,000	)		2,477,000
Income taxes		984,000	(f)		(27,000	)		957,000
Net income	$	1,565,000			(45,000	)	$	1,520,000
Net income per share:
Basic	$	.05					$	.04
Diluted	$	.04					$	.04
Weighted average number of common shares:
Basic		33,760,000						33,760,000
Diluted		35,415,000						35,415,000

Footnotes to Pro Forma Statement of Income:

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

(b) Commissions paid to Eleets Transportation Company pursuant to Agent Agreement

(c) $527,000 represents direct operating expenses, primarily payroll and related expenses, of Truck Agent Business Unit acquired.

(d) $($21,000) represents a reduction management compensation based upon a decrease in income from operations.

(e) $125,000 represents amortization of acquired identifiable intangible assets.

(f) Represent a decrease in federal and state taxes on income.

(g) Represents the impact of the loss of Eleets Transportation Company Inc. brokerage division business, as follows:

Revenues	$	38,203,000
Cost of transportation		33,152,000
Commissions		4,647,000
Operating expenses		404,000