SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Date of Report (Date of earliest event reported) MAY 6, 1996
FIRST AMERICAN RAILWAYS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 33-14751-D 87-0443800
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State of (Commission File (IRS Employer
Incorporation) Number) Identification
Number)
1360 SOUTH OCEAN BLVD., SUITE 1905, POMPANO BEACH, FLORIDA 33062
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(Address of principal executive offices of the registrant)
Registrant's telephone number, including area code: (954) 941-1155
ASIA-AMERICA CORPORATION
73-251 AMBER STREET, PALM DESERT, CA 92260
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 6, 1996, the Registrant's Board of Directors voted to engage BDO
Seidman, LLP to act as the Registrant's independent certified public
accountants, thereby dismissing and replacing Hansen, Barnett & Maxwell, P.C.
The former accountants' reports for the Registrant's last two fiscal years did
not contain any adverse opinion, or disclaimer of opinion, nor were any such
reports modified as to uncertainty, audit scope or accounting principles. There
have been no disagreements between the Registrant and the former accountants
with regard to any matters which would have caused such accountants to make
reference to the subject matter thereof with their report.
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ITEM 5. OTHER EVENTS.
FOR IMMEDIATE RELEASE
Contact: Eugene K. Garfield
(954) 941-1155
Public Relations: Herbert Haft
The Haft Group, Inc.
(212) 759-8865
PRESS RELEASE
FIRST AMERICAN RAILWAYS, INC. COMPLETES $16.5
MILLION PRIVATE OFFERING TO BUILD FUN-TRAIN
POMPANO BEACH, FLORIDA - MAY 13, 1996 - First American Railways, Inc., a Nevada
corporation (OTC Bulletin Board -FTRN), announced today that it has completed a
private offering of approximately $16.5 million in gross proceeds of its
securities. The offering was consummated in connection with the
previously-announced merger between the Company and a Florida corporation
bearing the name First American Railways, Inc. The securities offered in the
offering have not been registered under the Securities Act of 1933 and may not
be offered or sold in the United States absent registration of an applicable
exemption from registration requirements.
The proceeds of the offering will be used to build the Florida
Fun-Train which is proposed to operate passenger rail service between South
Florida and the Greater Orlando, Florida area.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(C) EXHIBITS.
16 Letter dated May 10, 1996 from Hansen, Barnett &
Maxwell, P.C.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST AMERICAN RAILWAYS, INC.
(F/K/A ASIA-AMERICA CORPORATION)
DATE: MAY 13, 1996 BY: /s/ ALLEN C. HARPER
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ALLEN C. HARPER, CHAIRMAN OF THE
BOARD OF DIRECTORS
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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16 LETTER DATED MAY 10, 1996
FROM HANSEN, BARNETT &
MAXWELL, P.C.
5
HANSEN, BARNETT & MAXWELL letterhead
May 10, 1996
Securities and Exchange Commission
Washington, D.C. 20549
RE: First American Railways, Inc. (formerly Asia-America Corporation)
Ladies and Gentlemen:
We have read the statements made by First American Railways, Inc. (formerly
Asia-America Corporation) in Item 4 of its Form 8-K dated May 6, 1996 regarding
the change in certifying accountants. We agree with the statements.
Sincerely,
/s/ HANSEN, BARNETT & MAXWELL
HANSEN, BARNETT & MAXWELL
EXHIBIT 16
