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Re: killermoves post# 4041

Thursday, 06/21/2007 12:56:29 AM

Thursday, June 21, 2007 12:56:29 AM

Post# of 4792
Am I reading this correctly. They are saying that $5 million has the same value as 500 million shares?

"On April 23, 2007 (the "Effective Date"), Continental Fuels, Inc. ("we" or the "Registrant") closed a business combination transaction pursuant to a Stock Purchase Agreement dated April 20, 2007, by and among the Registrant and Universal Property Development & Acquisition Corporation ("UPDA"), a publicly held Nevada corporation (the "SPA"). Pursuant to the SPA, we acquired one hundred percent (100%) of the capital stock of US Petroleum Depot, Inc. and Continental Trading Enterprizes, Inc. (the "Subsidiary Shares"), two private Nevada Corporations and wholly-owned subsidiaries of UPDA. The consideration paid by us for the Subsidiary Shares consisted of $2,500,000 in cash, payable within 30 days of the Effective Date, and 50,000 shares of our Series A Convertible Preferred Stock valued at $5,000,000 (the "Preferred Stock"). The Preferred Stock is currently convertible into 500,000,000 shares of our common stock and UPDA has the right to vote the shares of Preferred Stock on an "as converted" basis in any matters for which the holders of our common stock are entitled to vote. The closing of the SPA caused a change of control of the Registrant and resulted in the Registrant becoming a majority owned subsidiary of UPDA.

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