FINCA CONSULTING INC
10-K/A, 1998-01-12
BLANK CHECKS
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                       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, 1994
                                       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. [ ]


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                   Finca Consulting, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements


NOTE 3 -          RELATED PARTY TRANSACTIONS, Continued


         (3)      During 1994 the Company's subsidiary,  Opti-Wert - Interest AG
                  sold 1,688,146 shares of the Company's  preferred stock to its
                  customers.  Gross proceeds  therefrom  amounted to $5,419,638.
                  Opti-Wert - Interest AG's proportionate costs of the offering,
                  consisting of allocable  selling,  general and  administrative
                  expenses  amounted to $1,841,260 and have been charged against
                  such gross proceeds.

         (4)      OWIAG has granted a loan of  $141,750 to its company  manager.
                  The loan is payable in quarterly  installments  of $7,020 with
                  interest at five percent per annum.

         (5)      Finca  Consulting  Limited,  a wholly-owned  subsidiary of the
                  Company, was provided, free of charge, office space in London,
                  England  in the  business  office  of a  Company  officer  and
                  director through November 1, 1994.

NOTE 4 -          INCOME TAXES

         As of December 31, 1994, the Company had U. S. net operating loss
         carryforwards of approximately $1,000,000, substantially all of which 
         expire by 2001.

         The Company has not  provided a deferred tax asset at December 31, 1994
         and 1993 since it is  undetermined  that the  deferred  asset  would be
         realized in the future.

NOTE 5 -          OPERATING LEASE COMMITMENTS

         The Company  leases  office  space in Playa de Aro,  Spain under a five
         year lease which commenced  February 1991. The lease is cancelable with
         a 90 day notice and provides for annual rent increases based on a price
         index.  The  Company  paid  $29,888  and $32,103 for the years 1994 and
         1993, respectively.

         In January 1992 the Company  entered into a lease  agreement for office
         space in Dusseldorf,  Germany.  The lease required a deposit of $37,345
         and requires  monthly  rental of $12,448  through  December  1996.  The
         monthly  rent may be  increased  based on a price  index  and the lease
         provides for a five year renewal option.

         In January 1993, the Company leased the Spanish property, consisting of
         a residential  dwelling located in Gerona,  Spain to Volker Montag,  an
         officer  and  director of the  Company.  The term of the lease is for a
         period of five years commencing January 1, 1993 and requires payment of
         $1,000 rent per month for each of the ensuing sixty months.



<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.

Date:    January 8, 1997                         s/Volker Montag
                                               By:  Volker Montag
                                                    President
                                                    And Chief Financial Officer

fin9410k.am1


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