Continental Fuels 8-K/A Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 2007

CONTINENTAL FUELS, INC.

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(Exact Name of Registrant as Specified in Charter)

Nevada	33-33042	22-3161629
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(State of Incorporation)	(Commission File No.)	(I.R.S. Employer
		Identification Number)

9901 IH 10 West, Suite 800, San Antonio, Texas 78230

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(Address of Principal Executive Offices)

(210) 558-2800

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(Registrant's Telephone Number, including area code)

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(Former Name or Former Address, if changed since last report)

Section 9. Financial Statement and Exhibits.

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Continental Fuels, Inc. (the
"Registrant") with the Securities and Exchange Commission on December 17, 2007 (the "Original Report"), by
which the Registrant reported, amongst other things, the acquisition by the Registrant of all the capital stock of Geer
Tank Trucks, Inc., a privately held Texas corporation, which is defined below as the "Business Acquired".

(a) Financial Statements of the Business Acquired

The following financial statements are filed as part of this amendment:

Index to Financial Statements of Business Acquired			Page
	Registered Independent Auditors Report		4
	Financial Statements
		Balance Sheets	5-6
		Statements of Operations	7
		Statements of Changes in Stockholders' Equity	8
		Statements of Cash Flows	9-10
	Summary of Significant Accounting Policies		11-12
	Notes to Financial Statements		13-14

(b) Pro Forma Financial Information

The following pro forma financial information is filed as part of this amendment:

Index to Unaudited Pro Forma Consolidated Financial Statements			Page
	Introduction to Unaudited Pro Forma Consolidated Financial Statements		15
	Pro Forma Unaudited Consolidated Balance Sheets		17
	Pro Forma Unaudited Consolidated Income Statements
		for the nine months ended September 30, 2007	18
	Pro Forma Unaudited Consolidated Income Statements
		for the twelve months ended December 31, 2006	19

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SIGNATURES

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

Dated:  March 3, 2008

	CONTINENTAL FUELS, INC.
By: /s/	Timothy Brink
	Timothy Brink
	CEO, President, Treasurer

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UNAUDITED PRO FORMA

CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Acquisition of the Capital Stock of Geer Tank Trucks, Inc.

On December 19, 2007, Continental Fuels, Inc. (the "Company" or "Continental") completed its previously
announced acquisition of Geer Tank Trucks, Inc. ("Geer"), a privately held Texas corporation, pursuant to the terms
and conditions of the Stock Purchase Agreement, dated as of December 11, 2007 (the "SPA"), whereby Continental
purchased one hundred percent (100%) of the outstanding capital stock of Geer, for an aggregate purchase price of
$5,500,000. The purchase price was paid by Continental in cash. Continental financed the acquisition with the
proceeds of a Term Loan from Sheridan.

As part of the terms of the Stock Purchase, at the closing of the Stock Purchase transaction Messrs. Kamal Abdallah,
Christopher M cCauley and Timothy Brink were each appointed to the board of directors of Geer Tank to fill
vacancies on that board caused by the resignations of previous board members. Mr. Brink is the Company's Chief
Executive Officer and a member of its board of directors, and Messrs. Abdallah and McCauley are each members of
the Company's board of directors.

This unaudited pro forma information should be read in conjunction with the consolidated financial statements of
Continental included in our Annual Report filed on Form 10-KSB/A for the year ended December 31, 2006 filed on
May 18, 2007 and our Quarterly Report filed on Form 10-Q for the nine months ended September 30, 2007 filed on
November 9, 2007. In addition, this pro forma information should be read in conjunction with the financial
statements for Geer for the year ended December 31, 2006 and for the period ended December 19, 2007, included
within this Form 8-K.

The following unaudited pro forma balance sheet has been prepared in accordance with accounting principles
generally accepted in the United States to give effect to the December 19, 2007 acquisition of Geer and the financing
raised in connection with the acquisition as if the acquisition and financing occurred on January 1, 2007. The pro
forma balance sheet combines the consolidated balance sheet of Continental as of September 30, 2007, which is
included on Form 10-Q, with the Geer balance sheet as of December 19, 2007 as a Geer balance sheet as of
September 30, 2007 was not available. We do not believe that the balances as of September 30, 2007 would not have
been materially different.

The following unaudited pro forma statement of operations for the nine months ended September 30, 2007 has been
prepared in accordance with accounting principles generally accepted in the United States to give effect to the
December 19, 2007 acquisition of Geer as if the transaction occurred on January 1, 2007. The pro forma statement of
operations combines the consolidated results of operations of Continental for the nine months ended September 30,
2007 with the results of operations of Geer for September 30, 2007, respectively. Geer's statement of operations for
the nine months ended September 30, 2007 was prorated from Geer's December 19, 2007 statement of operations as
no statement was available for the nine months ended September 30, 2007. Pro forma adjustments include interest on
the Sheridan loan relating to the Geer acquisition, amortization of financing costs and accretion expense relating to
the warrant liability to Sheridan.

The following unaudited pro forma statement of operations for the year ended December 31, 2006 has been prepared
in accordance with accounting principles generally accepted in the United States to give effect to the December 19,
2007 acquisition of Geer as if the transaction occurred on January 1, 2006. The pro forma statement of operations
combines the consolidated results of operations of Continental for the year ended December 31, 2006 with the results
of operations of Geer for the year ended December 31, 2006. Pro forma adjustments include interest on the Sheridan
loan relating to the Geer acquisition, amortization of financing costs and accretion expense relating to the warrant
liability to Sheridan.

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Under the purchase method of accounting, the estimated cost of approximately $5,500,000 to acquire Geer, plus
financing costs, was allocated to Geer's underlying net assets in proportion to their respective fair values. As more
fully described in the notes to the pro forma consolidated financial statements, a preliminary allocation of the excess
of the purchase price over the book value of the net assets acquired has been made to goodwill. At this time, the
work needed to provide the basis for estimating these fair values, and amortization periods, has not been completed.
As a result, the final allocation of the excess of purchase price over the book value of the net assets acquired could
differ materially. Accordingly, a change in the amortization period would impact the amount of annual amortization
expense.

These unaudited pro forma financial statements are prepared for informational purposes only and are not necessarily
indicative of future results or of actual results that would have been achieved had the acquisition of Geer been
consummated as of the dates specified above.

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UNAUDITED CONSOLIDATED BALANCE SHEET
	(A)		(C)
	CFUL		Geer
	As of		As of
	September 30,		December 19,			Proforma
	2007		2007		(O)	Adjustments			Total
ASSETS
Current Assets:
Cash	$	425,566	$	4,979,172		(1,978,472)		(J)	$	3,426,266
Accounts receivable	2,351,618		2,956,625			-			5,308,243
Inventory	132,497		119,050			-			251,547
Prepaid expenses	50,891		126,567			-			177,458
Goodwill	-		-			3,281,490		(F)	3,281,490
									-
Total Current Assets	2,960,572		8,181,414			1,303,018			12,445,004
Property and equipment, at cost, net of accumulated
depreciation of $18,755 and $4,263,583, respectively	1,614,997		1,527,666			-			3,142,663
OTHER ASSETS
Surety bonds	48,400		-			-			48,400
Deposits towards pending oil distribution acquisition	100,000		-			-			100,000
Rent security deposit	4,901		-			-			4,901
Other deposits	-		-			-			-
TOTAL ASSETS	$	4,728,870	$	9,709,080		$	1,303,018		$	15,740,968
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Line of credit payable	$	1,800,000	-			-			$	1,800,000
Accounts and accrued expenses payable	1,180,430		7,490,570			-			8,671,000
Bank overdraft	-		-			-			-
Notes and loans payable:
Others	1,050,000		-			-			1,050,000
Related parties:
UPDA and certain of its wholly-owned subsidiaries, net of
loss on recapitalization of $2,736,541 (reserve for liabilities to UPDA parent
with payment contingent on future profitability of Continental)	2,295		-			-			2,295
Other relationships	400,000		-			-			400,000
Other liabilities	33,970		-			-			33,970
Total current liabilities	4,466,695		7,490,570			-			11,957,265
Long-term Liabilities:
Loan Payable - Sheridan term loan	-		-			5,500,000		(D)	3,479,988
						(961,859)		(K)
						240,465		(L)
						(1,731,491)		(M)
						432,873		(N)
Total Long-term liabilities	-		-			3,479,988			3,479,988
25% minority interest in Agencia Fiduciaria Aequitas N.V. (Continental A.V.V.) subsidiary	2,328		-			-			2,328
Minority Interest	2,328		-			-			2,328
TOTAL LIABILITIES	4,469,023		7,490,570			3,479,988			15,439,581
STOCKHOLDERS' EQUITY (DEFICIT)
Series A convertible preferred stock - $.001 par value; 500,000 shares
authorized at September 30, 2007	48		-			-			48
Common stock (1,000,000 shares $1 par value voting Class A authorized)	-		14,000			(14,000)		(E)	-
Common stock (1,000,000 shares $1 par value non-voting Class B authorized)	-		126,000			(126,000)		(E)	-
Common stock - $.001 par value; 900,000,000 shares authorized;
80,043,219 issued and outstanding at September 30, 2007	80,043		-			-			80,043
Common stock to be issued of 21,436,678 shares	21,437		-			-			21,437
Additional paid-in capital	111,625,080		-			1,731,491		(M)	113,356,571
Accumulated deficit	(111,466,761)		2,078,510			(2,078,510)		(E)	(113,156,712)
						(1,689,951)		(J)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	259,847		2,218,510			(2,176,970)			301,387
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,728,870	$	9,709,080		$	1,303,018		$	15,740,968

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UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
		(A)		(C)
		CFUL		Geer
		For the Nine		For the Nine
		Months Ended		Months Ended
		September 30,		September 30,		Proforma
		2007		2007		Adjustments			Total
REVENUE
Product revenue	$	17,440,493	$	32,612,973	$	-		$	50,053,466
COST OF SALES									-
Cost of product revenue		15,516,847		29,827,621		-			45,344,468
GROSS PROFIT		1,923,646		2,785,352		-			4,708,998
General & administrative expenses:
Consulting fees and services		520,477		-		-			520,477
Payroll and related benefits		274,093		-		-			274,093
Selling and marketing expenses		525,000		-		-			525,000
General & administrative expenses		649,742		2,267,594		-			2,917,336
Total operating expenses		1,969,312		2,267,594		-			4,236,906
INCOME (LOSS) FROM OPERATIONS		(45,666)		517,758		-			472,092
Other income (expense):
Interest expense, net		(304,547)		29,708		618,750	(H)		550,161
						206,250	(I)
Amortization of deferred loan costs		-		-		240,465	(L)		240,465
Accretion expense		-		-		432,873	(N)		432,873
Debt conversion costs		(91,056,436)		-		-			(91,056,436)
Gain on sale of Company net assets to a former officer/director
predecessor entity		114,963		-		-			114,963
Other expense		(650)		-		-			(650)
Total other income (expenses)	$	(91,246,670)	$	29,708	$	1,498,338		$	(89,718,624)
Loss before provision for income taxes		(91,292,337)		547,466		1,498,338			(89,246,533)
Provision for income taxes		-		(191,613)		191,613	(G)		-
Net loss		(91,292,337)		355,853		1,689,951			(89,246,533)
Add, 25% minority interest in net loss of Agencia Fiduciaria Aequitas
N.V. (Continental A.V.V.) subsidiary		(2)		-		-			(2)
NET INCOME (LOSS) AFTER MINORITY INTEREST		(91,292,339)		355,853		1,689,951			(89,246,535)
Basic and diluted net loss per weighted-average shares common stock	$	(1.12)						$	(1.09)
Weighted-average number of shares of common stock outstanding		81,723,576							81,723,576

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UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
		(B)		(C)
		CFUL		Geer
		For the Twelve		For the Twelve
		Months Ended		Months Ended
		December 31,		December 31,		Proforma
		2006		2006		Adjustments			Total
REVENUE
Product revenue	$	90,076	$	43,759,162	$	-		$	43,849,238
COST OF SALES
Cost of product revenue		58,614		41,130,977		-			41,189,591
GROSS PROFIT		31,462		2,628,185		-			2,659,647
General & administrative expenses:
Consulting fees and services		-		-		-			-
Payroll and related benefits		1,012,660		-		-			1,012,660
Selling and marketing expenses		513,611		-		-			513,611
General & administrative expenses		2,385,590		2,797,154		-			5,182,744
Total operating expenses		3,911,861		2,797,154		-			6,709,015
INCOME (LOSS) FROM OPERATIONS		(3,880,399)		(168,969)		-			(4,049,368)
									-
Other income (expense):									-
Interest expense, net		(83,968)		36,995		825,000	(H)		1,053,027
						275,000	(I)
Amortization of deferred loan costs		-		-		320,620	(L)		320,620
Accretion expense		-		-		577,164	(N)		577,164
Debt conversion costs		-		-		-			-
Gain on sale of Company net assets to a former officer/director
predecessor entity		-		-		-			-
Other expense		-		-		-			-
Total other income (expenses)	$	(83,968)	$	36,995	$	1,997,784		$	1,950,811
Loss before provision for income taxes		(3,964,367)		(131,974)		-			(4,096,341)
Provision for income taxes		-		46,191		(46,191)	(G)		-
Net loss		(3,964,367)		(85,783)		(46,191)			(4,096,341)
Add, 25% minority interest in net loss of Agencia Fiduciaria Aequitas
N.V. (Continental A.V.V.) subsidiary		-		-		-			-
NET LOSS AFTER MINORITY INTEREST		(3,964,367)		(85,783)		(46,191)			(4,096,341)
Basic and diluted net loss per weighted-average shares common stock	$	(3.82)						$	(3.95)
Weighted-average number of shares of common stock outstanding		1,036,940							1,036,940

Notes for Pro forma Financial Statements
(A) Information derived from the Company's 9/30/2007 10QSB.
(B) Information derived from the Company's 12/31/2006 10KSB.
(C) Information derived from the 12/19/2007 audited financial statements of Geer.
(D) The long-term loan payable to Sheridan is based on the repayment schedule per the terms of the Sheridan loan entered into by Continental
to acquire Geer.
(E) This adjustment is based on the reversal of Geer's equity after the Geer was purchased by Continental.
(F) Goodwill is based on the liability assumed by Continental less the elimination of Geer's equity and retained earnings.
(G) There is no tax expense as Continental has net operating loss carry forwards.
(H) This interest expense is based on the terms of the Sherida n $5,500,000 loan of 15% per year.
(I) This interest expense is based on the terms of the Sheridan $5,500,000 loan of payment-in-kind interest of 5% per year.
(J) Cash is adjusted for the P&L pro forma adjustments, i.e. for interest expense, less loan origination costs, loan amortization expense and
accretion expense that are recorded in the P&L but do not affect cash.
(K) This adjustment is to record the loan origination costs associated with the Sheridan term loan.
(L) This adjustment is to record amortization of loan origination costs for 1 year.
(M) This adjustment is to record the warrant liability for the value of the warrant to purchase 5,500,000 shares of Continental's common stock
that was issued to Sheridan as consideration for the loan.
(N) This adjustment is to record accretion expense on th e warrant liability in item (M).
(O) The December 19, 2007 Geer balance sheet was used as a September 30, 2007 balance sheet was not available. However, the balances
would not be materially different.

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