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) JANUARY 26, 1998
FIRST AMERICAN RAILWAYS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 33-14751-D 87-0443800
(STATE OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION
NUMBER)
3700 NORTH 29TH AVENUE, SUITE 202, HOLLYWOOD, FLORIDA 33020
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF THE REGISTRANT)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 920-0606
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On January 26, 1998, the Registrant's Board of Directors engaged
Millward & Company to act as the Registrant's independent certified public
accountants, and has dismissed BDO Seidman, LLP. 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.
ITEM 5. OTHER EVENTS.
On January 26, 1998, Albert B. Aftoora resigned as a Director of the
Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
16 Letter dated January 29, 1998 from BDO Seidman, LLP.
ITEM 9. SALE OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On January 20, 1998, the Company sold in a Private Offering (the
"Offering") 3,500,000 shares of common stock pursuant to Regulation S. In
addition, 750,000 shares were issued to International Capital Growth, Ltd., the
Company's Placement Agent in the Offering, as partial compensation to the
Placement Agent. These securities were sold for a total consideration of
$875,000. The total underwriting commission paid on these shares was
approximately $13,000 (with approximately $75,000 accrued) along with a
non-accountable expense allowance of $17,500. These securities were sold for
cash to the following persons:
1. Cass & Co. - Magnum Capital Growth fund
2. Cass & Co. - Magnum U.S. Equity Fund
3. Lancer Offshore Inc.
4. Lancer Voyager
With respect to the foregoing, the Company has sold all of the
foregoing securities in reliance upon Regulation S and only to persons who are
non-"U.S. Persons" in an "offshore transaction" as defined in Regulation S. An
additional $475,000 (before underwriting commissions and expenses) was raised
from U.S. investors.
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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.
DATE: JANUARY 30, 1998 BY: /S/ DONALD P. CUMMING
----------------------
DONALD P. CUMMING, VICE
PRESIDENT AND ACTING CHIEF
FINANCIAL OFFICER
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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16 Letter dated January 29, 1998 from BDO Seidman, LLP.
EXHIBIT 16
January 29, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K for
the event that occurred on January 26, 1998, to be filed by our former client,
First American Railways, Inc. We agree with the statements made in response to
that Item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO Seidman LLP
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BDO Seidman LLP
