AutoInfo Inc fka AUTO

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Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibit


Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 8, 2011 (the "Closing Date"), AutoInfo, Inc. ("AutoInfo") entered and consummated the transactions contemplated by an Asset Purchase Agreement (the "Acquisition 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 Truck Agent Business Unit was historically operated as a division of the Seller.

Prior to the acquisition, and since 2007, the Seller was a significant independent agent of AutoInfo to which AutoInfo provided agent support services, including loans and advances. AutoInfo received interest on the loans and advances extended to the Seller at rates ranging from 8% to 20%. In addition, AutoInfo was entitled to receive a fee equal to 25% of the Seller's pre-tax income, if any; however, no pre-tax income was generated by the Seller during the periods preceding the Closing Date. Pursuant to the Acquisition Agreement all previous contractual arrangements between AutoInfo and its affiliated entities and the Seller were terminated. AutoInfo will continue to provide Seller with certain support services for its asset based trucking business and brokerage business through December 31, 2011. Other than those contractual arrangements, there is no affiliation between the Seller and AutoInfo.

Under the terms of the Acquisition Agreement, AutoInfo acquired from the Seller all of Seller's right, title and interest in and to all of the assets and properties, tangible and intangible, owned, held or used in connection with the Truck Agent Business Unit. The purchase price for the acquired assets totaled approximately $10 million and principally consisted of an unconditional release and discharge of the Seller from approximately $9.4 million of indebtedness due to AutoInfo and its affiliated entities plus the assumption of certain liabilities.

The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.