CONTINENTAL AMERICAN TRANSPORTATION INC
10QSB/A, 1997-08-20
TRUCKING & COURIER SERVICES (NO AIR)
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                                 FORM 10-QSB/A2
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended:  September 30, 1996


                         Commission file number: 0-18729

                    Continental American Transportation, Inc.
             (Exact name of registrant as specified in its Charter)

     Colorado                                 84-1089599
                (State or other jurisdiction of (I.R.S. Employer
incorporation or organization)               Identification No.)

                  495 Lovers Lane Road, Calhoun, Georgia 30701
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (706) 629-8682
              (Registrant's telephone number, including area code)

         Check whether the issuer (1) filed all reports  required to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the 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.....

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act  after  the
distribution of securities under a plan confirmed by court.

Not applicable.

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         As of  November 12, 1996, 4,862,635 shares of Common Stock  were
outstanding.

         Transitional Small Business Disclosure Format:

Yes..X..No.....


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Item 2.  Changes in Securities

         (a) & (b)

         Not applicable.

         (c)      Recent Sales of Unregistered Securities

         I. During the month of July,  1996, the Company  delivered common stock
purchase  warrants to 16 persons or entities  for services to be rendered to the
Company  during  fiscal year ending June 30, 1997,  entitling  such  grantees to
purchase an aggregate  1,810,000  Common Shares at exercise  prices ranging from
$.25 to $7.50 per Common Share. The Company thereafter,  on July 26, 1996, filed
a  registration   statement  on  Form  S-3  with  the  Securities  and  Exchange
Commission,  seeking to register the 1,810,000  common shares  underlying the 16
Warrants as well as an  additional  750,000  common  shares on behalf of certain
Selling  Securityholders  (the  "Registration   Statement").   Thereafter,   the
Securities and Exchange Commission notified the Company that it would not review
the   Registration   Statement.   On  November  19,  1996,   the  Company  filed
Pre-Effective  Amendment No. 1 to the Registration  Statement accompanied by the
certification  of the  Board of  Directors  required  by the SEC that the  Board
acknowledged its obligations  under  applicable  securities laws to provide full
and complete disclosure of all material facts in the Registration  Statement and
that the Company  would not utilize the position  taken by the SEC not to review
the Registration Statement as a defense in any future SEC enforcement action. On
November  26,  1997,  the SEC  declared  the  Registration  Statement  effective
pursuant to Company request.


                                       2

<PAGE>


                                                SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the Registrant has duly caused this Amendment No. 2 to its Form 10-QSB
for the period  ending  September  30,  1996,  to be signed on its behalf by the
undersigned thereunto duly authorized.




                             CONTINENTAL AMERICAN TRANSPORTATION, INC.


                             By: s/Timothy Holstein
                                  Timothy Holstein, President and Chief
                                  Executive officer


                              By: s/Glenn Singleton
                                  Glenn Singleton, Principal Financial
                                  and Chief Accounting Officer



Dated:  August 20, 1997











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