SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 [Fee Required]
For the Fiscal Year ended December 31, 1995
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
and Exchange of 1934 [No Fee Required]
For the Transition Period From to
Commission File No. 33-31639
FINCA CONSULTING, INC.
Exact Name of Registrant as Specified in its Charter
COLORADO 84-1101572
State or Other Jurisdiction ofIRS Employer Identification
Incorporation or OrganizationNumber
Koenigsallee 106, 40215 Duesseldorf, Germany
Address of Principal Executive Offices Zip Code
(011-49-211) 384860
Registrants Telephone Number, Including Area Code
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
Title of Each Class Name of Each Exchange on Which Registered
NONE NONE
Securities Registered pursuant to Section 12(g)
of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
<PAGE>
Finca Consulting, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
NOTE 1 -THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentration of credit risk consist principally of cash
balances. The Company invests its excess cash with large
financial institutions.
Net (Loss) Per Share
The net (loss) per share has been computed using the weighted
average number of common shares outstanding during the
year. During 1995 and 1994, 2,146,633 common shares were
outstanding.
Common stock purchase warrants and common stock issuable upon
conversion of the Company's preferred shares have been
excluded from the computation in that their effects are
anti-dilutive.
NOTE 2 -PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at cost, less accumulated
depreciation, consists of the following:
December 31,
-----------------------------------
1995 1994
--------------- ---------------
Land $ 115,563 $ 115,563
Buildings 492,254 492,254
Office furniture and equipment 286,783 280,462
--------------- ---------------
Subtotal 894,600 888,279
Less accumulated depreciation
and amortization (290,492) (238,756)
---------------- ---------------
Total 604,108 $ 649,523
$ =============== ===============
Depreciation expense charged to operations was $51,736 in 1995 and
$70,412 in 1994.
NOTE 3 -RELATED PARTY TRANSACTIONS
(1)OWI AG pays fees for sales administration services to Telecom GmbH,
Dusseldorf (Telecom). Both companies have the same manager. Fees paid for the
years ended 1995 and 1994 amounted to $4,643,639 and $2,731,982, respectively.
Telecom also pays certain brokerage fees on behalf of the company which amounted
to $5,757,210 and $2,552,161 for 1995 and 1994, respectively.
Amounts due from Telecom amounted to $278,412 and $146,907 at
December 31, 1995 and 1994.
(2)The Company advances, from time-to-time, funds to a shareholder and
officer of the Company and entities in which he has a controlling interest. Such
advances amounting to $1,060,021 and $375,654 at December 31, 1995 and 1994, are
non-interest bearing, unsecured, and payable on demand.
(3)During 1994 and 1995 the Company's subsidiary, Opti-Wert - Interest AG
sold 1,688,146 and 2,404,775 shares of the Company's preferred stock to its
customers. Gross proceeds therefrom amounted to $5,419,638 and $8,250,302.
Opti-Wert - Interest AG's proportionate costs of the offering, consisting of
allocable selling, general and administrative expenses amounted to $1,841,260
and $2,110,400 have been charged against such gross
proceeds.
<PAGE>
Finca Consulting, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
NOTE 4 - INCOME TAXES
As of December 31, 1995, the Company has U.S. operating loss
carryforwards of approximately $1,000,000, substantially all of
which expire by 2002.
The Company has not provided a deferred tax asset at December 31,
1995 and 1994 since it is undetermined that the deferred asset
would be realized in the future.
NOTE 5 - OPERATING LEASE COMMITMENT
The Company leases certain office space and equipment under
operating leases.
The following is a schedule of future minimum rental payments
required under operating leases that have initial or remaining
non-cancelable lease terms in excess of one year as of
December 31, 1995. The schedule is as follows:
Year Ending December 31,
1996 $ 402,122
1997 246,445
1998 219,511
1999 148,957
2000 145,077
2001 and thereafter 134,601
NOTE 5 - MINORITY INTEREST IN SUBSIDIARY
One of the Company's subsidiaries (Opti-Wert - Interest) has
issued 10,500 participation certificates with a minimal value of
Sfr. 10 (US $6.60) for a subscription price of US $9.07. These
participation certificates carry no voting rights and do not have
a fixed return. A total of 5,040 certificates have been
subscribed to by the Company and have been eliminated in the
consolidation process. The remaining 5,460 certificates are held
by various investors.
NOTE 6 - OPERATIONS OF BUSINESS SEGMENTS AND IN GEOGRAPHIC AREAS
Business Segments
The Company operates in two business segments, through its
subsidiary Opti-Wert - Interest AG buying and selling marketable
securities and options on behalf of its customers in Germany and
through its subsidiaries Finca Consulting Costa Brava, SA and
Finca Consulting GmBH buying, selling, and the administration of
real estate.
The Company conducts no business activities and has no
identifiable assets in the United States.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 to
its Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
FINCA CONSULTING, INC.
s/Volker Montag
Date: January 8, 1998 By: Volker Montag
President And Chief Financial
Officer
<PAGE>
