U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1998
[ ] Transition Report on Form 10-K
[ ] 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:
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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:
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PART I--REGISTRANT INFORMATION
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FIRST AMERICAN RAILWAYS, INC.
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Full Name of Registrant (Former Name if Applicable)
3700 NORTH 29TH AVENUE - SUITE 202
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Address of Principal Executive Office (Street and Number)
HOLLYWOOD, FLORIDA 33020
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City, State and Zip Code
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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;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 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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THE REGISTRANT'S NEW CHIEF FINANCIAL OFFICER JOINED THE COMPANY EFFECTIVE APRIL
13, 1998. DUE TO THE TIME NECESSARY TO BECOME FAMILIAR WITH THE COMPANY'S
OPERATIONS, ADDITIONAL TIME IS REQUESTED IN WHICH TO PREPARE FORM 10-QSB FOR THE
PERIOD ENDED MARCH 31, 1998.
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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
ALLEN C. HARPER (954) 920-0606
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(Name) (Area Code) (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 THREE MONTHS ENDED MARCH 31, 1998 INCLUDES THE OPERATIONS FROM THE FLORIDA
FUN-TRAIN, WHICH WAS A DEVELOPMENT-STAGE COMPANY IN 1997, AS WELL AS THE ASSETS
OF THE DURANGO & SILVERTON NARROW-GAUGE RAILROAD, WHICH WAS ACQUIRED EFFECTIVE
MARCH 31, 1997. THE NET LOSS FOR THE QUARTER ENDED MARCH 31, 1998 WAS
($5,201,817) AS COMPARED WITH ($823,048) AT MARCH 31, 1997.
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: MAY 15, 1998 By: /s/ ALLEN C. HARPER
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Name: ALLEN C. HARPER
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Title: CHAIRMAN OF THE BOARD OF DIRECTORS
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