U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(CHECK ONE):
[ ] Form 10-Q and Form 10-QSB
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR
For Period Ended:
[X] Transition Report on Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For The Transition Period Ended: December 31, 1995
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Nothing in this Form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: N/A
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant
(Former Name if Applicable)
FIRST AMERICAN RAILWAYS, INC.
F/K/A ASIA-AMERICA CORPORATION
Address of Principal Executive Office (Street and Number)
2445 HOLLYWOOD BOULEVARD
City, State and Zip Code
HOLLYWOOD, FLORIDA 33020
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PART II -- RULES 12B-25(B) AND (C)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).
[X] (a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable
effort or expense;
<PAGE>
[x] (b) The subject annual report, semi-annual report,
transition report on Form 10-KSB, Form 20-F, 11-K or Form
N-SAR, or portion thereof will be filed on or before the
fifteenth calendar day following the prescribed due date;
or the subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date;
and
[ ] (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
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REGISTRANT HIRED A NEW PRESIDENT AS OF JULY 1, 1996, AND IS PRESENTLY IN THE
PROCESS OF HIRING A CHIEF FINANCIAL OFFICER, AND AS A RESULT, IT HAS LIMITED
PERSONNEL AVAILABLE TO ASSIST IN THE PREPARATION OF ITS FORM 10-KSB. AS A RESULT
OF THE FOREGOING, THE PREPARATION OF SUCH FORM 10-KSB HAS BEEN DELAYED.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
RAYMOND MONTELEONE (954) 920-0606
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(Name) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] yes [ ] no
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] yes [ ] no
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
THE FORM 10-KSB TO WHICH THIS FORM APPLIES WILL BE FILED AS A
TRANSITIONAL DOCUMENT. BY VIRTUE OF A "REVERSE ACQUISITION" THE COMPANY IS A
SUCCESSOR REGISTRANT. IT HAS NOT PREVIOUSLY FILED FINANCIAL STATEMENTS, AND AS A
RESULT THERE IS NO COMPARABLE PRIOR FINANCIAL PERIOD. THE COMPANY EXPECTS TO
SHOW A LOSS FOR THE EIGHT MONTHS ENDED DECEMBER 31, 1995 OF APPROXIMATELY
$720,000.
FIRST AMERICAN RAILWAYS, INC.
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(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: July 24, 1996 by: /s/ RAYMOND MONTELEONE
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Raymond Monteleone, President
and Chief Operating Officer
