SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A3

[x]      Annual Report Pursuant to Section 13 or 15(d) of the
         Securities and Exchange Act of 1934 [Fee Required]

         For the Fiscal Year ended June 30, 1996

                           Commission File No. 0-18729

           CONTINENTAL AMERICAN TRANSPORTATION, INC.
                  Name of Small Business Issuer in its Charter

         COLORADO                             84-1099599
State or Other Jurisdiction of          IRS Employer Identification
Incorporation or Organization           Number

495 Lovers Lane, Calhoun, Georgia                        30701
---------------------------------------                  ------
Address of Principal Executive Offices                  Zip Code

           (706) 629-8682
Issuer's telephone Number, Including Area Code

Securities Registered Pursuant to Section 12(b) of the Act:
                                      NONE
Securities Registered Pursuant to Section 12(g) of the Act:

Title of Each Class                  Name of Each Exchange on Which Registered
    Common Stock                            Over the Counter (OTC)

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  Form,  and no  disclosure  will  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-KSB
or any amendment to this Form 10-KSB [ ]

Registrant's' revenues for the fiscal year ended June 30, 1996
                                were $36,801,423

         The aggregate  market value of voting stock held by  non-affiliates  of
the  registrant  as of October 4, 1996,  was  $8,487,581  (based upon $2.995 per
share  being the  average  bid and asked  prices on that date as reported by the
Electronic  Bulletin Board of the National  Association  of Securities  Dealers,
Inc.). In making this calculation, registrant has assumed, without admitting for
any purpose, that all executive officers, directors, employees of registrant, as
well as any entities they control, and no other persons, are affiliates.


<PAGE>



Liquidity and Capital Resources.

         The  growth  of the  Company's  business  has  required  a  significant
investment in new revenue  equipment.  The Company's primary source of liquidity
has been funds  provided by  operations,  term  borrowings to finance  equipment
purchases  and  from  capital  raised  through  the  private  placements  of the
Company's   securities.   Net  cash  used  in   operating   activities   totaled
approximately negative $1,369,859 for the year ended June 30, 1996.

         Capital  expenditures  for the  purchase of revenue  equipment,  office
equipment and leasehold improvements totaled $26,719 for the year ended June 30,
1996. The Company realized  $1,519,963 in proceeds from the sale of property and
equipment  for the year ended June 30,  1996.  Net cash  provided  by  investing
activities totaled approximately  $431,443 for the year ended June 30, 1996. The
Company projects that capital  expenditures for property and equipment,  will be
approximately $24.5 million for the fiscal year ending June 30, 1997, to be used
primarily to acquire new revenue  equipment to expand and replace the  Company's
fleet,  to  upgrade  existing  facilities,  and to  make  several  technological
advancements of the Company's operational and administrative facilities.*

         Net cash used in financing  activities  amounted to $2,278,975  for the
year ended June 30, 1996. The Company's financing  activities were primarily the
result of increasing debt, to finance the operational  losses,  purchase the CTI
Companies,  and provide for the growth of the Blue Mack subsidiary.  At June 30,
1996, the Company's equipment-related long-term debt totaled $47,242,848 million
and matures in installments over various periods through 2001.

         The Company maintains a $5,000,000 line of credit pursuant to a certain
Revolving  Credit  Agreement  with  Transport  Clearings  L.L.C.  of  St.  Paul,
Minnesota  ("TC")  pursuant to the general  terms of which CTI has pledged to TC
its accounts  receivable  and may borrow funds in an amount equal to 80% of such
receivables to finance working capital for its CTI operations.1 In addition,  on
May 6, 1996, the Company executed agreements to provide a separate $500,000 line
of  credit  to  finance  the  working  capital  for its  subsidiary,  Blue  Mack
Transport, Inc.'s operations with Foothill Capital

1 The  terms of the  Company's  line of credit  with TC have  been  subsequently
amended on October 15, 1996 and January  17,  1997;  currently,  the Company may
only borrow funds against this line in an amount equal to 50% of CTI's qualified
accounts  receivables and is currently paying annual interest equal to the prime
rate  established  from time to time by Firstar Bank  Milwaukee  plus 7.75%;  in
addition, TC may terminate this line of credit arrangement on notice in its sole
and absolute discretion;  the Company is presently  negotiating with several new
lenders in an attempt to replace TC as its accounts  receivable lender which has
expressed its intentions to terminate its lender  relationship with the Company.
As of  June  30,  1997,  the  Company  had an  outstanding  balance  due TC of $
5,033,847.57  and an  outstanding  balance due  Foothill of  $533,234.46.  * May
contain "forward-looking statements".

                                        2

<PAGE>



Corporation of Mechanicsville,  Virginia ("Foothill"). Blue Mack Transport, Inc.
has  provided a first lien  position  to Foothill  on its  accounts  receivable,
equipment and other inventory to collateralize the loan agreements. The material
terms of this  line of  credit  required  that Blue  Mack  Transport,  Inc.  pay
interest on the outstanding balance at the prime rate determined by Norwest Bank
Minnesota,  N.A.  plus  2.5% and  permitted  the  borrowing  of up to 80% of the
aggregate  eligible  receivables.  Following  the  initial  term  of  this  loan
agreement,  Foothill has recently  notified Blue Mack  Transport,  Inc. that its
line of credit will continue on a month-to-month  basis with Foothill having the
ability to terminate  such line of credit any month it  determines,  in its sole
discretion,   that  it  would  not  be   appropriate   to  continue  the  lender
relationship;  in addition,  Foothill  began  reducing its  commitment to extend
credit  based upon 80% of eligible  receivables  by 0.5% per week to commence on
August 14,  1997.  As of June 30,  1996,  the  Company had  borrowed  $4,834,378
against these two lines of credit.

         The Company has adequate liquidity to meet its current needs. While the
current  ratio of the  Company  is .59,  and the debt to equity  is  8.87%,  the
Company  believes that through the  refinancing of its revenue  equipment  debt,
proceeds from the sale of equipment,  and a private  placement of long-term debt
(5-year notes) of the Company's securities, the Company will be able to meet its
short-term  obligations.*  Due to the capital  intensive  nature of the trucking
industry with respect to purchasing revenue equipment, the Company will continue
to have significant capital requirements over the long term, which shall require
the Company to incur additional debt.* If the Company is unable to refinance its
existing  equipment  debt,  finance  new  revenue  equipment,  or  complete  the
aforementioned  private  placement,  the  Company  may seek to raise  additional
equity  capital.* The  availability  of this capital will depend upon prevailing
market conditions,,  the market price of the common stock and other factors over
which the Company has no control,  as well as the Company's  financial condition
and results of operations.*

         The  Company's  subsidiaries,  CTI and A&P, may be liable,  jointly and
severally  to a future  Internal  Revenue  Service  claim or  claims  that  they
understated  revenues in the approximate amount of $3,400,000 arising out of the
criminal  proceedings  pending against Messrs.  Charles B. Prater and Lynwood S.
Warmack, former owners of these companies.  In addition,  these subsidiaries may
also be faced with a liability  in a wrongful  death  lawsuit  and  accompanying
proceedings in West Virginia Federal Court, in amounts not covered by applicable
insurance policies. The Company has an agreement of indemnification from Messrs.
Prater and  Warmack to protect  against  these  contingent  liabilities  and may
set-off  the  aggregate   amount  of  any  liabilities   arising  against  these
subsidiaries against the $7,290,000 Company Note due Messrs. Warmack and Prater.
The Board of  Directors  has no reason to believe that the  aggregate  amount of
potential  liability  under  future  Internal  Revenue  Service  claims and this
lawsuit  would  exceed  $7,290,000.  However,  if  either  one or both of  these
liabilities were to attach currently,  they would have a material adverse effect
on the financial condition of the Company and its subsidiaries.

* May contain "forward-looking statements".

                                        3

<PAGE>



                                    PART III

Item 9:  Directors, Executive Officers, Promoters and Control
Persons;
         Compliance With Section 16(a) of the Exchange Act.

         (a)(b) Identification of Directors and Executive Officers.

         The directors and officers of the Company are listed in the table below
and brief summaries of their business experience are also set forth.

Name                                Age              Position with Company

Timothy Holstein                    38               Director
                                                     President
                                                     Chief Executive Officer

Erik Bailey                         28               Director
                                                     Vice President
                                                     Chief Financial Officer

Brian Henninger                     48               Director
                                                     Secretary
                                                     Comptroller

         Timothy Holstein has been the President,  Chief Executive Officer and a
director of the Company since June 21, 1995.  Prior to joining the Company,  Mr.
Holstein   was  the   majority   owner  of  Blue   Mack   Transport,   Inc.,   a
Pennsylvania-based  private  trucking company which he founded in 1986 and which
company  was  acquired  on June 21,  1995 by the  Company  pursuant to a reverse
merger  acquisition.  Mr.  Holstein  was  appointed  to the  Company's  Board of
Directors  and shall  remain a  director  until the next  annual  meeting of the
Company's shareholders. Mr. Holstein is also an officer and director of Bio-Dyne
Corporation,  a reporting company under the Securities  Exchange Act of 1931, as
amended,  (the  "Exchange  Act") and prior to his  resignation  on May 13, 1997,
devoted  approximately  3 hours per week of his time to the business  affairs of
this  corporation.  Mr.  Holstein  devotes a minimum of 40 hours per week to the
business and affairs of the Company and its subsidiaries.

         Erik Bailey has been the Vice President,  Chief Financial Officer and a
director of the  Company  since June 21,  1995.  Prior to his  appointment  as a
member of the Board of Directors,  Mr. Bailey was the Chief Financial Officer of
Blue Mack Transport,  Inc., a Pennsylvania-based private trucking company, since
April,  1995.  Prior to that time,  Mr. Bailey served as a consultant to private
and  public  companies.  Mr.  Bailey was  appointed  to the  Company's  Board of
Directors  and shall  remain a  director  until the next  annual  meeting of the
Company's  shareholders.  Mr. Bailey is also an officer and director of Bio-Dyne
Corporation,  a reporting company under the Exchange Act. Mr. Bailey also serves
as a consultant to several  private and public  companies with respect to merger
and  acquisition  analysis and advice.  Mr. Bailey devoted a minimum of 40 hours
per week to the business and affairs of the Company and its subsidiaries.


                                        4

<PAGE>




         Brian Henninger has been the Secretary and a director of the
Company since March 27, 1995.  Prior to his appointment, Mr.
Henninger served as a financial consultant to several private
companies.  For the approximate ten year period prior to November,
1995, Mr. Henninger served as the comptroller for a nationwide
transportation company.  Mr. Henninger also serves as an officer
and director of Bio-Dyne Corporation, a reporting company under the
Exchange Act.  Mr. Henninger also serves on the Boards of Directors
for several private companies not engaged in the transportation
industry business.  Mr. Henninger devoted a minimum of 40 hours per
week to the business and affairs of the Company and its
subsidiaries.

Significant Employees

         Charles B. Prater, 52 year's of age, a former owner of the
Company's subsidiaries, Carpet Transport, Inc., A&P Transportation,
Inc. and Chase Brokerage, Inc., is working in the operations center
for Carpet Transport, Inc. and Chase Brokerage, Inc. and is deemed
an employee at will.  Mr. Prater, along with Lynwood S. Warmack,
was a co-founder, director and principal officer of CTI, A&P and
Chase during the five-year period preceding the Company's
acquisition of these subsidiaries in 1996.  Mr. Prater is currently
under indictment in a pending criminal proceeding entitled United
States of America v. Charles B. Prater, et al., United States
District Court, Northern District of Georgia, Atlanta Division,
Criminal Indictment No. 1:95-CR-460.  The indictment charges Mr.
Prater, along with certain other parties, including Mr. Lynwood S.
Warmack, a former employee and co-owner of the CTI Companies, with
the embezzlement of several millions of dollars principally from
Carpet Transport, Inc. in addition to criminal fraud and criminal
tax evasion.

         Lynwood S. Warmack, 71 year's of age, a former owner of the
Company's subsidiaries, Carpet Transport, Inc., A&P Transportation,
Inc. and Chase Brokerage, Inc., worked in the operations center for
Carpet Transport, Inc. and Chase Brokerage, Inc. until September,
1996 and is no longer employed by the Company or any of its
subsidiaries.  Mr. Warmack, along with Charles B. Prater, was a co-
founder, director and principal officer of CTI, A&P and Chase
during the five-year period preceding the Company's acquisition of
these subsidiaries in 1996.  Mr. Warmack is currently under
indictment in a pending criminal proceeding entitled United States
of America v. Charles B. Prater, et al., United States District
Court, Northern District of Georgia, Atlanta Division, Criminal
Indictment No. 1:95-CR-460.  The indictment charges Mr. Warmack,
along with certain other parties, including Mr. Charles B. Prater,
a former co-owner of the CTI Companies, with the embezzlement of
several millions of dollars principally from Carpet Transport, Inc.
in addition to criminal fraud and criminal tax evasion.

         Board members are elected by the  shareholders  to serve until the next
annual meeting; Company officers are appointed by the Board of Directors.

                                        5

<PAGE>



Item 10:  Executive Compensation

         The following table sets forth the compensation  paid by the Company to
its chief exectutive officer,  its two (2) other executive officers and the four
(4) highest paid  employees of the Company during the fiscal year ended June 30,
1996.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE


                                                                            Long Term Compensation
                                           Annual Compensation              Awards        Payouts


(a)                   (b)     (c)       (d)         (e)        (f)           (g)             (h)                (i)

                                                   Other                    Securities
Name                                               Annual   Restricted      Under-                             All Other
and                                                Compen-    Stock         lying            LTIP              Compen-
Principal                                          sation    Award(s)       Options          Payouts           sation
Position             Year   Salary($)  Bonus($)       ($)        ($)        SARs(#)            ($)              ($)


<S>                  <C>     <C>          <C>       <C>        <C>           <C>              <C>             <C>
Timothy Holstein                                                                                
CEO                  1996    $ 78,800     --        --          --            --              --                --

Erik Bailey
Chief Financial
Officer              1996    $ 56,100     --         --         --            --              --                --

Brian Henninger
Comptroller          1996    $ 17,300     --         --         --           36,000           --              $30,000*

Charles B. Prater    1996    $300,000     --         --         --            --              --                --
Employee

Lynwood S. Warmack   1996    $300,000     --         --         --            --              --                --
Employee

Robert Herr          1996    $ 75,000     --         --         --            --              --                --
Employee

Wayne S. Herr        1996    $ 75,000     --         --         --            --              --                --
Employee
</TABLE>


     There were no grants or  exercises  of stock  options  pursuant  to the
     Company's  Stock  Incentive  Plan during the fiscal year ended June 30,
     1996 to the named officers.  Stock appreciation  rights are not granted
     under the Stock  Incentive Plan. The Company does not currently have in
     effect a Long-Term Incentive Plan ("LTIP") and,  consequently,  no such
     awards  were  granted to Company  executives  in fiscal  years  covered
     above.





                                        6

<PAGE>




Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

(a)           (b)              (c)                (d)              (e)

                                               Number of
                                               Securities       Value of
                                               Underlying       Unexercised
                                               Unexercised      In-the-Money
                                               Options/SARs at  Options/SARs at
                                               FY-End (#)       FY-End ($)

         Shares Acquired                       Exercisable/      Exercisable/
Name     on Exercise (#)   Value Realized ($)  Unexercisable    Unexercisable


Brian Henninger  0               0                36,000           $    0
                                                                               
Chief Financial Officer



______________________

         *36,000 - exercise price and closing market price at date of grant.

         *  The  Company  loaned  Mr.  Henninger  $30,000  to  cover  relocation
         expenses;  pursuant to the terms of Mr. Henninger's  agreement with the
         Company,  $10,000 of such principal  balance shall be forgiven over the
         course of each of the next three years as long as Mr. Henninger remains
         in the employ of the Company.  The loan does not require Mr.  Henninger
         to pay interest.

         + Mr. Henniniger received non-qualified stock options to purchase
           36,000 Company common shares:  see, "Employment Agreements" below.


                                        7

<PAGE>



Item 12:  Certain Relationships and Related Transactions

         Except for Mr. Timothy  Holstein,  the members of the Company's current
Board of  Directors  did not serve in such  capacities  at the times the Company
filed  its Form  10-KSB  for the  fiscal  year  ended  June 30,  1996 as well as
Amendment No. 1 and Amendment No. 2 thereto.  Accordingly,  the current Board of
Directors  of the  Company is unable to assess  whether or not the  transactions
described below were, at the time they were entered into, consummated upon terms
that were at least as  favorable  as the  Company  would have  received  in such
transactions with independent parties.

         (1) On October  15,  1995,  the  Company  entered  into a Finder's  Fee
Agreement  with  Knobloch Bay Cove Trust,  an offshore  entity.  The Trustee and
Director of Knobloch Bay Cove Trust ("Bay Cove") is Herbert  Bailey,  the father
of Erik Bailey, an officer and director of the Company. Pursuant to the terms of
the  Finder's  Fee  Agreement,  the  Company  authorized  Bay  Cove to  identify
potential  acquisition  candidates in the transportation  industry. In the event
that the Company consummated an acquisition brought to its attention through the
efforts of Bay Cove,  the  Agreement  provided that the Company would pay to Bay
Cove compensation  equal to the traditional  Lehman Formula,  plus various costs
and expenses, at the closing of any such transaction.

         On November  29,  1995,  Bay Cove  executed  and  submitted an Offshore
Securities  Subscription  Agreement,  which was  accepted by the Company on that
date, and pursuant to which the Company sold 600,000 of its common shares to Bay
Cove  for  $1,200,000.  Bay Cove  paid the  purchase  price  by  delivering  its
promissory note in the principal amount of the purchase price, accruing interest
at 7% per annum, with the outstanding principal balance and accrued interest due
on November 29, 1997.

         Subsequently,  Bay  Cove  acted  as  the  finder  and  proposed  Carpet
Transport,  Inc., A&P Transportation,  Inc. and Chase Brokerage,  Inc. (the "CTI
Companies")  as  acquisition  candidates  to the Company.  Pursuant to a certain
Restated  Stock and Assets  Purchase  Agreement,  dated  February 29, 1996,  the
Company  acquired  the CTI  Companies.  In  accordance  with the  aforementioned
Finder's  Fee  Agreement,  Bay Cove  claimed  a  finder's  fee in the  amount of
$910,000 and expenses of $290,000.  After  negotiations,  the Company  agreed to
forgive Bay Cove's  $1,200,000  promissory  note as payment of this finder's fee
and expenses due under the subject Agreement.

         (2)  On September 15, 1995, the Company entered into an
Investment Advisor Agreement with Explorer Financial Services, Inc.
("Explorer").  Pursuant to the terms of this Agreement, the Company
appointed Explorer as its non-exclusive agent to seek and identify
potential sources of capital as well as potential acquisition
candidates in the transportation industry for the Company.  The

                                        8

<PAGE>



Agreement authorized  Explorer,  among other things, to negotiate and present to
the Company the proposed terms of any equity or debt financings and/or the terms
of any acquisition  proposal. In the event the Company closes any equity or debt
financing  proposal or consummates an acquisition  identified and provided to it
by Explorer,  the Company agreed to pay to Explorer a fee equal to the amount of
2% of the amount of any such financing  and/or the value of any such transaction
consummated, at the closing of any such transactions.  Mr. Christopher Bailey is
the sole owner of  Explorer  and is the brother of Erik  Bailey,  an officer and
director of the Company.

         (3) On June 30, 1996, the Company  entered into a $1,000,000  Revolving
Credit Agreement with Bio-Dyne  Corporation,  a Georgia  corporation havinig its
principal offices located at 5400 Bucknell Drive, S.W.,  Atlanta,  Georgia 30336
("Bio-Dyne"),  pursuant to the  principal  terms of which the Company  agreed to
provide a $1,000,000  facility over a two-year  period.  Interest accrues on any
amount of the outstanding  principal balance at the rate of 12%, per annum, with
interest payable monthly and accrued interest,  if any, together with the unpaid
principal  balance due at the end of the term.  As part of this  Agreement,  the
Company had the right to  designate up to three (3) members of  Bio-Dyne's  five
(5) member  Board of  Directors  and has  designated  three (3) members to date,
Messrs. Timothy Holstein,  Erik Bailey and Brian Henninger,  representing all of
the members of the Company's  current  Board of Directors.  As of June 30, 1996,
Bio-Dyne has drawn down an aggregate of $450,000 against this credit facility.

         (4) On August 22, 1995, the Company  purchsed  certain assets of Herr's
Motor Express,  Inc. and all of the issued and outstanding  shares of HMX, Inc.,
corporations  owned and controlled by Robert Herr and Wayne S. Herr, for (i) the
issuance of 200,000  common  shares of the Company (ii) the  assumption  of debt
associated  with  certain of the assets  purchased  in the  aggregate  amount of
$1,103,567  (iii) the  delivery  of Company  promissory  notes in the  aggregate
principal amount of $1,268,927,  and (iv) the assumption of shareholder loans in
the amount of $208,000.  The Company  granted the sellers  certain  "piggy-back"
registration  rights in connection with the Company's common shares delivered as
practical  consideration  in the  transaction.  The aggregate  amount of Company
common  shares  issued to Robert Herr,  Wayne S. Herr and Herr's Motor  Express,
Inc., a company owned and controlled by the sellers, rendered these persons as a
group,  a  beneficial  owner  of  more  than  5% of  the  Company's  issued  and
outstanding common shares at June 30, 1996. In addition, each of Robert Herr and
Wayne S. Herr entered into a two-year term Employment Agreement with the Company
providing  for the payment to each of them of an annual  salary in the amount of
$75,000 and which provides an incentive bonus in the amount of 1% of the pre-tax
profits of the Company during such term.


                                        9

<PAGE>



         (5) Blue Mack,  the  Company's  wholly owned  Pennsylvania  subsidiary,
leases  approximately 4.5 acres containing a building consisting of 4,000 square
feet of office  space,  a 10-bay  maintenance  facility  and a 2,000 square foot
warehouse  located in Pottstown,  Pennsylvania  from Mr.  Timothy  Holstein,  an
officer and director of the Company,  pursuant to a 5-year lease on a triple net
basis, with monthly rental payments of $5,200 per month.

         (6) Current  management  of the Company  has  learned  that Mrs.  Linda
Bailey,  the  mother  of former  Company  Officer  and  Director,  Erik  Bailey,
transferred  50,000  Company  Common  Shares  she owned of record to the  former
owners of Carpet Transport, Inc., A&P Transportation,  Inc. and Chase Brokerage,
Inc. (the "CTI Companies"), Messrs. Charles B. Prater and Lynwood S. Warmack, on
behalf of the Company and representing the Company's earnest money deposit prior
to the consummation of the acquisition by the Company of the CTI Companies.  The
parties agreed that the value of these shares at the time was $150,000.

         (7) All Carpet,  Inc., a  corporation  in which  Charles B. Prater is a
limited partner,  loaned to the Company's  subsidiary,  Carpet Transport,  Inc.,
$149,000  which is a debt  currently  outstanding.  This payable  existed on the
books of Carpet  Transport,  Inc. prior to the acquisition by the Company of the
CTI Companies.




                                       10

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this Amendment No.
3 to Form 10-KSB to be signed on its behalf by the  undersigned,  thereunto duly
authorized.


                                    CONTINENTAL AMERICAN TRANSPORTATION, INC.



Dated:  August 20, 1997            By:  s/Timothy Holstein
                                      --------------------
                                      Timothy Holstein, President and           
                                       Director

Dated:  August 20, 1997            By:  s/Glenn Singleton
                                      -------------------
                                        Glenn Singleton, Principal
                                        Financial and Chief
                                        Accounting Officer


Dated:  August 20, 1997                  s/William Moses
                                           William Moses, Director


Dated:  August 20, 1997                  s/Jack DuVall
                                           Jack DuVall, Director


























CAT9610K.AM4 (AM3 8/19/97)

                                       11

<PAGE>