SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Date of Report (Date of earliest event reported) APRIL 26, 1996
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)
1360 SOUTH OCEAN BLVD., SUITE 1905, POMPANO BEACH, FLORIDA 33062
(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
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
On April 26, 1996, the Registrant merged (the "Merger") with First
American Railways, Inc., a private Florida corporation (the "Acquiree"); the
Registrant was the survivor of the Merger. As part of the Merger, the Registrant
exchanged one share of its common stock, $.001 par value, for each outstanding
share of the common stock of the Acquiree. Five individuals were also appointed
to serve as members of the Registrant's Board of Directors in place of the sole
director, Denny W. Nestripke, who resigned. Mr. Nestripke was also the principal
shareholder of the Registrant before the Merger. As a part of the Merger, Mr.
Nestripke as the sole officer of the Registrant resigned and the officers of the
Acquiree were appointed in his place, as described below. Current management of
the Registrant is now comprised of:
NAME POSITION
---- --------
ALLEN C. HARPER CHAIRMAN OF THE BOARD OF
DIRECTORS
EUGENE K. GARFIELD PRESIDENT, ASSISTANT SECRETARY
AND DIRECTOR
THOMAS G. RADER DIRECTOR
DAVID H. RUSH DIRECTOR
LUIGI SALVANESCHI DIRECTOR
MARY ACIETUNO SECRETARY AND TREASURER
A "change in control" resulted from the Merger. The shares of
restricted common stock issued to the shareholders of the Acquiree at the time
of the Merger represented approximately 96% of the 8,318,773 shares of common
stock then outstanding. Immediately prior to and in anticipation of the Merger,
the Registrant effectuated a 1-for-108 share reverse stock split of its
outstanding common stock thereby reducing the outstanding number of its common
stock to 350,000 shares (following a contribution to capital of 1,965 post-split
shares by the pre-Merger majority shareholder).
2
Those persons who currently own five percent or more of the outstanding
shares of the Registrant are as follows:
% OF
NAME NO. OF SHARES POSITION OUTSTANDING SHARES(1)
- ---- ------------- -------- ---------------------
THOMAS G. RADER 1,614,581 DIRECTOR 18%
ALLEN C. HARPER 1,379,032(2) CHAIRMAN OF THE
BOARD OF DIRECTORS 15%
EUGENE K. GARFIELD 732,343 PRESIDENT, ASSISTANT
SECRETARY, DIRECTOR 8%
CAPITAL GROWTH
INTERNATIONAL, LLC 562,500(3) NONE 6%
(1) Based on a total of 9,050,278 shares outstanding following the
transaction described in Item 5, below.
(2) Includes 1,379,032 shares which are owned jointly of record with his
spouse, Carol E. Harper. Excludes 1,285 shares owned by the Harper
Family Trust, Ltd., a Florida limited partnership for which Carol E.
Harper serves as general partner, and with respect to which Allen C.
Harper disclaims any beneficial ownership.
(3) Excludes warrants to purchase 650,000 shares of common stock of the
Registrant which were issued to Capital Growth International, LLC, as
the placement agent (the "Placement Agent") in connection with the
transaction described in Item 5, below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As described in Item 1, above, the Registrant acquired all of the
assets of the Acquiree (consisting mainly of cash and contracts) by virtue of
the Merger.
The consideration for the acquisition paid by the Registrant was in the
form of one share of its common stock for each share of common stock of the
Acquiree. The exchange ratio, along with the condition precedent of the
1-for-108 reverse stock split by the Registrant, was determined in arm's-length
negotiations between the Registrant's management and representatives of the
Acquiree. The consideration received by the Registrant for its issuance of its
shares was all of the assets of the Acquiree.
None of the Acquiree's shareholders was affiliated with the Registrant
in any manner. The principal basis used in the negotiations to determine the
number of shares to be issued by the Registrant was the percentage of stock
which would be owned by the new "control group" after the issuance thereof
rather than any traditional valuation formula.
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ITEM 5. OTHER EVENTS.
Pursuant to the Plan and Articles of Merger with the Acquiree (a copy
of which is attached hereto as an exhibit), the Registrant amended its Articles
of Incorporation to (i) change its corporate name to First American Railways,
Inc., (ii) authorize 500,000 shares of preferred stock, $.001 par value, to be
issued in such series and with such rights, preferences and designations as
determined by the Registrant's Board of Directors, and (iii) provide that
officers and directors of the Registrant shall have no liability for breach of
fiduciary duty except as provided under Nevada law.
In connection with the Merger transaction there was a private offering
consisting of a minimum of $10,000,000 of Units (333-1/3 Units) and a maximum of
$15,000,000 of Units (500 Units), with an over-allotment option of $1,500,000,
or 50 Units (the "Offering"). Each Unit consists of (a) a convertible secured
note in the principal amount of $15,000, which bears interest at the rate of 10%
per annum, (b) 6,000 shares of common stock, and (c) 6,000 redeemable common
stock purchase warrants, each such warrant entitling the holder thereof to
purchase one share of common stock at an exercise price of $3.50 per share
(subject to adjustment under certain circumstances) at any time prior to
redemption from the date of issuance until two years thereafter. As a result of
the Merger, the Registrant succeeded to all rights, duties and obligations of
the Acquiree including those with respect to the subject securities.
The private offering yielded gross proceeds of $16,501,365 and the
Registrant issued securities consisting of 4,050,271 shares of common stock
(including shares issued to the Placement Agent and its designee), $8,250,682 in
principal amount of convertible secured notes (which are convertible into
2,357,338 shares of common stock assuming no interest thereon is converted into
shares), and 3,950,271 redeemable common stock purchase warrants (including
warrants issued to the Placement Agent) which are exercisable for an equivalent
amount of shares of common stock.
The attached unaudited financial statements for the period ended May
10, 1996, are included herewith to reflect (i) the Merger whereby the Registrant
acquired First American Railways, Inc., a Florida corporation, and changed its
name to "First American Railways, Inc.," and (ii) the consummation of the
aforementioned Offering.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a)(i) Financial statements for First American Railways,
Inc., a Florida corporation, covering the year
ended April 30, 1995 and the six month periods
ended January 31, 1996 and 1995 (unaudited) are
incorporated by reference to those financial
statements filed with the Registrant's Current
Report on Form 8-K, File No. 33-14751-D, reporting
an event dated April 26, 1996.
(ii) Unaudited financial statements of the Registrant
for the period January 1, 1996, to and including
May 10, 1996.
(b) Pro forma financial information.
Unaudited pro forma combined financial statements of
the Registrant giving effect to the acquisition of
the Acquiree by merger are incorporated by reference
to those pro forma financial statements filed with
the Registrant's Current Report on Form 8-K, File No.
33-14751-D, reporting an event dated April 26, 1996.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger dated April 15,
1996 with exhibits is incorporated herein by
reference to Exhibit A to the Registrant's
Form 10-QSB for the quarter ended March 30,
1996.
2.2 Plan and Articles of Merger of First
American Railways, Inc., a Florida
corporation, with and into the Registrant
(f/k/a Asia-America Corporation) as filed
with the Secretaries of State of the State
of Nevada and the State of Florida, is
incorporated herein by reference to Exhibit
2.2 to the Registrant's Current Report on
Form 8-K, File No. 33-14751-D, reporting an
event dated April 26, 1996.
20 Information Statement of the Registrant dated
April 12, 1996, which includes business
description of First American Railways, Inc.,
a Florida corporation, along with biographies
of its management is incorporated herein by
reference to Exhibit B to the Registrant's
Form 10-QSB for the quarter ended March 30,
1996.
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FIRST AMERICAN RAILWAYS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MAY 10, 1996
(UNAUDITED)
- -----------------------------------------------------------------------------
ASSETS
CURRENT
Cash and cash equivalents $ 12,935,394
Prepaid interest 829,924
Other 1,000
- -----------------------------------------------------------------------------
Total current assets 13,766,318
EQUIPMENT (NOTE 3) 13,037
DEPOSIT TO RELATED PARTY (NOTE 6) 350,000
DEFERRED LOAN COSTS (NOTE 5) 925,890
- -----------------------------------------------------------------------------
$ 15,055,245
=============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable $ 210,720
Accrued liabilities 8,613
Notes payable to related parties and others (Note 8) 35,000
- -----------------------------------------------------------------------------
Total current liabilities 254,333
LONG TERM DEBT (Note 4) 8,250,682
- -----------------------------------------------------------------------------
8,505,015
- -----------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 6)
STOCKHOLDERS' EQUITY (NOTE 5)
Common stock, $.001 par, 100,000,000 shares authorized
and 9,050,271 shares issued and outstanding 9,050
Additional paid-in capital 8,474,087
Deficit accumulated during the development stage (1,932,907)
- -----------------------------------------------------------------------------
Total stockholders' equity (deficit) 6,550,230
- -----------------------------------------------------------------------------
$ 15,055,245
=============================================================================
1
FIRST AMERICAN RAILWAYS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM
JANUARY, 1, 1996
TO MAY 10, 1996
(UNAUDITED)
- -----------------------------------------------------------------------------
EXPENSES:
Salaries and payroll taxes $ 58,861
Professional fees 39,336
General and administrative 309,414
Consulting fees (Note 6) 83,468
Depreciation 738
- -----------------------------------------------------------------------------
Net loss (491,817)
=============================================================================
Weighted average number of
common shares outstanding (Note 1) 9,050,000
=============================================================================
Net loss per common share $ (.05)
=============================================================================
2
FIRST AMERICAN RAILWAYS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------------------------------------------------------
DEFICIT
ACCUMULATED
COMMON STOCK DISCOUNT ADDITIONAL DURING THE
----------------------- ON COMMON PAID-IN DEVELOPMENT
SHARES AMOUNT STOCK CAPITAL STAGE
- -------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995 4,275,000 $ 979,035 $ -- $ 136,000 $ (1,441,090)
Issuance of common stock in connection
with Stage I offering, net of
offering costs of $11,692 (Note 5) 375,000 43,308 -- -- --
Issuance of common stock in connection
with Stage II offering, net of offering
costs of $925,889 (Note 5) 4,050,271 7,324,794 -- -- --
Merger with Asia-America Corporation 350,000 38,000 (10,180) -- (27,820)
Recapitalization -- (8,376,087) 10,180 8,338,087 27,820
Net loss (unaudited) -- -- -- -- (491,817)
- -------------------------------------------------------------------------------------------------------------------------------
Balance at May 10, 1996 (unaudited) 9,050,271 $ 9,050 $ -- $ 8,474,087 $ (1,932,907)
===============================================================================================================================
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FIRST AMERICAN RAILWAYS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM
JANUARY 1, 1996
TO MAY 10, 1996
(UNAUDITED)
- ------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net loss $ (491,817)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 738
(Increase) in prepaid interest (829,924)
Decrease in other current assets 680
(Decrease) in accounts payable (87,035)
(Decrease) in accrued liabilities (112,357)
- ------------------------------------------------------------------------------
Net cash (used) in operating activities (1,519,715)
- ------------------------------------------------------------------------------
Investing Activities:
Capital expenditures (7,785)
- ------------------------------------------------------------------------------
Net cash (used) in investing activities (7,785)
- ------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Borrowings from related parties 68,388
Repayments of loans from related parties (298,388)
Proceeds from issuance of notes payable 8,750,682
Repayments of notes payable (500,000)
Payment of loan costs (925,890)
Proceeds from issuance of common stock 8,305,683
Payment of offering costs (937,581)
- ------------------------------------------------------------------------------
Net cash provided by financing activities 14,462,894
- ------------------------------------------------------------------------------
Net increase in cash 12,935,394
Cash at beginning of period --
- ------------------------------------------------------------------------------
Cash at end of period $ 12,935,394
==============================================================================
4
FIRST AMERICAN RAILWAYS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 1, 1996 TO MAY 10, 1996
(UNAUDITED)
1. SUMMARY OF
ACCOUNTING
POLICIES
ORGANIZATION AND BUSINESS
First American Railways, Inc. ("the Company") was incorporated on February 14,
1994, in the state of Florida. The Company is a development stage entity,
organized for the purpose of constructing and marketing an entertainment based
passenger train initially between Ft. Lauderdale and Orlando and subsequently to
other parts of the United States and internationally. The Company had no
financial activities from February 14, 1994 to April 30, 1994. On April 26,
1996, the Company merged into Asia-America Corporation (Asia) in a reverse
acquisition (Note 5) where the Company was the surviving entity for financial
reporting purposes.
Since inception, the Company has been involved in the research and design of its
product, the development of an organizational infrastructure, and the
performance of preliminary marketing and promotional activities.
PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
In the opinion of management, the Registrant's unaudited financial statements of
which these notes are a part, contain all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the Registrant's financial
position as of May 10, 1996, and the results of its operations, cash flows and
stockholders' equity for the period commencing January 1, 1996 and ending May
10, 1996. The results of operations for this interim period is not necessarily
indicative of the results to be expected for the entire year.
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FIRST AMERICAN RAILWAYS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 1, 1996 TO MAY 10, 1996
(UNAUDITED)
CASH AND CASH EQUIVALENTS
For purposes of reporting cash flows, the Company considers short-term, highly
liquid investments with a maturity of three months or less when purchased to be
cash equivalents.
EQUIPMENT AND DEPRECIATION
Equipment is stated at cost less accumulated depreciation. Equipment is
depreciated over 5 years.
PREPAID INTEREST
Prepaid interest represents interest payments for the next twelve months under
the convertible secured notes that were impounded from the proceeds of the Stage
II private offering into an escrow account.
OFFERING COSTS
Costs incurred in connection with the Company's efforts to obtain additional
financing through a private placement of securities are offset against the
proceeds in stockholders' equity or recognized as deferred loan costs to the
extent that they relate to the notes payable and amortized over the life of the
notes. If an offering or placement is unsuccessful these costs are charged
against operations.
INCOME TAXES
The Company has no income since inception and accordingly has not provided for
income taxes.
NET LOSS PER COMMON SHARE
Net loss per common share is based on the weighted average number of shares of
common stock outstanding, as adjusted for the effects of the application of
Securities and Exchange Commission Staff Accounting
6
FIRST AMERICAN RAILWAYS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 1, 1996 TO MAY 10, 1996
(UNAUDITED)
Bulletin (SAB) No. 83. Pursuant to SAB No. 83, common stock issued by the
Company at a price less than the contemplated public offering price is treated
as outstanding for all periods presented. For purposes of the presentation in
these financial statement, common shares outstanding at May 10, 1996 are assumed
to have been outstanding for the entire period.
UNAUDITED FINANCIAL STATEMENTS
Financial statements presented as of May 10, 1996 and for the period from
January 1, 1996 to May 10, 1996, in the opinion of management, reflect all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the financial position, results of operations and changes
in cash flows. The results of operations for the period from January 1, 1996 to
May 10, 1996 are not necessarily indicative of the results for the entire year.
2. EQUIPMENT
The Company's equipment is summarized as follows:
- -------------------------------------------------------------------------------
Office and computer equipment $ 15,957
Less accumulated depreciation (2,920)
- -------------------------------------------------------------------------------
$ 13,037
===============================================================================
3. INCOME TAXES
At May 10, 1996, the Company had a net loss of approximately $1,900,000 for
financial reporting purposes. In general, expenses incurred during the
development stage are capitalized for tax purposes as pre-operating expenses and
may be amortizable over a 60 month period commencing with the month in which
active business begins.
Realization of any portion of the approximate $700,000 deferred tax asset at May
10, 1996, resulting from the future amortization of capitalized pre-operating
expenses, is not considered more likely than not and, accordingly, a valuation
allowance has been established for the full amount of such asset.
7
FIRST AMERICAN RAILWAYS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 1, 1996 TO MAY 10, 1996
(UNAUDITED)
4. LONG-TERM DEBT
Long-term debt is comprised of ten percent, convertible notes payable that
mature in May 2001. Interest is payable semi-annually on April 30th and October
31st (commencing October 31, 1996). The notes are securitized by all assets of
the Company and call for the establishment of a sinking fund that requires 33
1/3% of the outstanding principal to be deposited into an escrow account on the
third anniversary of the closing date and 8 1/3% quarterly thereafter, until the
maturity date. The notes are convertible at any time prior to maturity into
shares of common stock at the conversion price of $5.00 per share.
5. STOCKHOLDERS'
EQUITY
a) In February 1996, the Company executed a stock split and exchanged the
2,495,500 shares of its common stock for 4,275,003 shares of common stock
with no par value, 10,000,000 shares authorized to be issued. The
components of stockholders' equity and per share amounts in the
accompanying financial statements have been adjusted retroactively to
reflect the stock split and changes in par value.
b) In March 1996, the Company completed its Stage I financing. The Company
received gross proceeds of $500,000. Costs associated with the offering
were $106,291 of which $10,000 was prepaid (allocated $94,599 to notes
issued and $11,692 to stock issued) in exchange for $500,000 in notes
payable bearing interest at 10% per annum, with a $55,000 original issue
discount, and 375,000 shares of common stock valued at $55,000. The Company
used $12,888 of the net proceeds of the Stage I financing to paydown notes
payable to related parties and others.
c) In May 1996, the Company completed its Stage II financing. Total
consideration of $16,501,365 was received consisting of $16,085,000 in cash
and the conversion of $412,500 in notes payable and $3,865 in accrued
interest from Stage I financing. In connection with this transaction
$8,250,682 in notes payable bearing interest at 10% per annum, 4,050,271
redeemable common stock purchase warrants and 4,050,271 shares of common
stock valued at $8,250,683 were issued. Costs associated with the offering
of $1,851,779 were allocated, $925,890 to notes issued (treated as deferred
loan costs) and $925,889
8
FIRST AMERICAN RAILWAYS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 1, 1996 TO MAY 10, 1996
(UNAUDITED)
to stock issued. From the net proceeds of the Stage II financing $387,500
was used to paydown $300,000 in notes payable to related parties and others
and $87,500 in notes payable from the Stage I financing. The unamortized
portion of the $55,000 original issued discount and the unamortized portion
of the $94,599 in deferred loan costs were charged against operations.
d) On April 26, 1996, the Company merged into Asia-America Corporation (Asia)
at which time the equity accounts were combined and the Company was
recapitalized with 9,050,271 shares of $.001 par value stock, 100,000,000
shares authorized to be issued.
6. COMMITMENTS
AND
CONTINGENCIES
a) The Company has entered into employment agreements, which expire by 1997,
with three of its officers providing for aggregate annual salaries of
approximately $300,000 and for certain payments in the event of
termination.
b) The Company has entered into an agreement with Rader Railcar, Inc.
("Rader") a company owned by a director and shareholder to construct a
railcar to be acquired by the Company at a total cost of $850,000. The
Company has advanced $350,000 to Rader which is included in deposits in the
accompanying balance sheet. The Company took delivery of the railcar in
April 1995, and at that time assumed the full risk of loss of such car;
however, the railcar is not presently being used in operations, and title
will not pass until the balance is paid.
c) In February 1995, the Company entered into an agreement with the Florida
East Coast Railway Company ("FEC") for the use of FEC track in connection
with the Company's proposed rail operations. Under the agreement, the
Company will pay a fee to the FEC upon commencement of operations of no
less than either $500,000 per train consist per year, or $1.20 per car mile
(as defined). Effective January 1 of the year in which the third
anniversary of the commencement service occurs, and January 1 in every
third year thereafter, the car mile rate and the minimum amount payable
shall, upon the request of either party, be adjusted based on the "Consumer
Price Index For Urban Wage Earners and Clerical Workers" unadjusted, as
published by the Bureau of Labor
9
FIRST AMERICAN RAILWAYS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 1, 1996 TO MAY 10, 1996
(UNAUDITED)
Statistics, U.S. Department of Labor. The agreement will expire ten years
from the date of commencement of service. At the conclusion of the initial
ten year term, the company will have the right to extend the agreement for
an additional ten year period upon twelve months advance notice to the FEC.
7. OTHER EVENTS
On August 24, 1995 the Company entered into a memorandum of understanding with
CSX Transportation, Inc. ("CSXT") for the use of its tracks between West Palm
Beach and the Orlando International Airport tradeport site in connection with
the operation of the Florida Fun-Train. The Memorandum which contains the
essential terms of the agreement between the Company and CSXT, provides, in
part, that the Company will pay CSXT the greater of $20 per train mile, or 16%
of the Company's revenue from the Florida Fun-Train operations. In addition, the
Company is required to maintain at least $300 million in comprehensive general
liability insurance with a minimal deductible (or self insured). The Memorandum
also provides for a certain degree of exclusivity for the Company's proposed
rail operations. Specifically CSXT has agreed not to grant similar access rights
to the subject rail corridor (between West Palm Beach and Orlando) to any other
private rail passenger operator or contractor which would provide comparable
conventional rail passenger service (primarily servicing the cruise ship
market). This exclusivity clause is voidable by CSXT upon the occurrence of
certain conditions. The term of the agreement is five years. In addition to the
foregoing, the Company has agreed to sell up to 400,000 warrants to CSXT the
terms of such warrants are to be negotiated. Also, the Company has agreed to
appoint a CSXT representative, selected by the Company, to its Board of
Directors.
8. BORROWINGS
FROM RELATED
PARTIES
The Company entered into a loan agreement with a shareholder for $35,000 with
simple interest of 18%. The loan was to be repaid by the earlier of the closing
of the private placement offering or January 22, 1997. This amount has not been
repaid as of May 10, 1996.
10
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: JUNE 12, 1996 BY: /S/ ALLEN C. HARPER
---------------------
ALLEN C. HARPER, CHAIRMAN OF THE
BOARD OF DIRECTORS
6