Table of Contents

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES                                                                                                                                                                                                          9

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                          11

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                                       15

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS           20

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                                               20

23

PART I

DESCRIPTION OF BUSINESS

How our company is organized

Nevada on August 10, 2007. On June 15, 2015, the Company effectuated an amendment to its articles of incorporation to change its name from CaerVision Global, Inc. to Telco Cuba, Inc. following a share exchange with Amgentech, Inc. consummated on June 12, 2015 under which the shareholders of Amgentech became the majority shareholders of the company and Amgentech elected to become the successor issuer to CaerVision Global.

About Our Company

Telco Cuba, Inc. (fka CaerVision Global, Inc. fka American Mineral Group Inc. (the "Company") (The “Company”) was incorporated under the laws of the State of Nevada on August 10, 2007.

Where you can find us

We are located at 1629 Warwick Ave3., Warwick, RI 02889. Our telephone number is (401) 648-0800, our facsimile number is (401) 648-0699, our e-mail address is info@caservision.com, and our homepage on On June 15, 2015, the world-wide web is at http://www.caeervisionglobal.com.

About Our Company

Telco Cuba, Inc. (formerly effectuated an amendment to its articles of incorporation to change its name from CaerVision Global, Inc. fka American Mineral Groupto Telco Cuba, Inc.)

The Company was an early stage Mining and Exploration Company throughout the fiscal year ended November 30, 2014 and 2013. We soughtearly 2015, seeking to acquire, develop, and manage various oil, gas, and mineral properties and resources.

In August 2009, the Company entered into an agreement to acquire the mineral rights to 331 unpatented lode mining claims known as the Conglomerate Mesa, located in Inyo County, California. In March 2011, the Company added an additional 217 unpatented lode mining claims. In fiscal year 2012, the Company determined that the effort and cost of developing these claims required more resources that could be more effectively used on other opportunities, and abandoned the Conglomerate Mesa project.

In February 2013, the Company acquired a 28% Working Interest in the Grand Chenier oil and gas prospect in Louisiana. The property contains an estimate 9.0 million barrels of oil and was in production until approximately 2009 when the then operator failed to manage the interests and certain repairs were not made leading to the cessation of production.  The Company believes that with approximately $2.0 million in capital, the field can be returned to production and additional wells within the prospect can then be brought online increasing production to a profitable level.

In November 2014,

On June 12, 2015, the Company enteredconsummated a Share Exchange with Amgentech, Inc., a Florida corporation. Under the terms of the Share Exchange, the holders of Amgentech received 50,088 shares of Series B Preferred Stock that had been previously issued to third parties in exchange for 100% of the issued and outstanding capital of Amgentech. Each shares of Series B preferred is convertible into negotiations to acquire Vitall, Inc.5,000 shares of common stock (254,440,000 shares total) and was renamed CaerVision Global, Inc., and closed onhas voting rights of 5,000 per share (254,440,000 votes). As a result of this deal in January 2015.  The newly renamed Company had 60 days to close ontransaction, Amgentech became a minimum $500,000 in debt or equity financing to support the new direction.  When this was not achieved, the prior owner invoked a rescission clause and terminated the deal.

Subsequently,wholly-owned subsidiary of the Company (see Subsequent Events) entered into an agreement with control transferring to the previous owners of Amgentech. Amgentech Inc.’s Telco Cuba division whereby they acquiredelected to be treated as the successor issuer for SEC reporting and accounting purposes. The Share Exchange was accounted for as a majority interest inreverse acquisition and re-capitalization. The Amgentech Shareholders obtained approximately 60% of voting control on the date of Share Exchange. Amgentech was the acquirer for financial reporting purposes and the Company and will pursue telecom opportunities inwas the newly emerging Cuban market.acquired company.   The Company has filed an amendment to its articles of incorporation to changeand changed its name to Telocuba,Telco Cuba, Inc.

Amgentech, Inc. is a Florida based Corporation engaged in the business of providing technology solutions, integrating and building technology infrastructure and software and website development. Amgentech, Inc. also offers managed collocated and leased servers. Originally founded in 2001, Amgentech, Inc. has been providing Internet based solutions, VoIP infrastructure and consulting services for over 14 years to diverse clients in The United States of America, the counties of El Salvador, Nicaragua, Costa Rica, Panama, Colombia and Venezuela. Amgentech, Inc. continues to provide these same services, in addition to providing the technical and Internet know how to implement the technological vision that is envisioned for Telco Cuba, Inc., Amgentech will be the sole technical services provider.

Telco Cuba, Inc. offers telecommunication services and equipment, including mobile phones, mobile voice service, VoIP service, and calling cards. The services and devices initially offered will be for consumption solely in The United States of America. Telco Cuba, Inc. has positioned itself to offer low cost mobile cell phone service/plans in The United States. Telco Cuba, Inc. will offer prepaid service/plans that include predefined minute/unlimited minute plans. Telco Cuba, Inc. is positioning itself to enter the telecommunications market in Cuba once able to.

Telco Cuba is foremost a technology solutions service provider offering services under the brand name “Amgentech” and “Telco Cuba”.

Under the brand name “Telco Cuba”, the company is targeting the Cuban American demographic in the United States. The vast majority of Telco Cuba’s potential subscribers are currently customers of lower-end cellular providers such as Metro PCS, Boost and Simple Mobile. Telco Cuba plans to offer low cost international rates commensurate with that of lower end cellular providers on any of its prepaid all-you-can-talk/text with and without data plans. All of Telco Cuba’s calling plans will allow international calls at similar or lower rates than competitive landline rates. Additionally, as an MVNO of Sprint, Telco Cuba will offer direct text messaging and calling to the Country of Cuba. As part of a landmark deal, Telco Cuba will offer cell phone roaming services in Cuba. In Addition to its cell phone services, Telco Cuba offers digital home phone service and will be bundling its digital and cell phone service. Currently there is no provider of these services targeting the Cuban American demographic. Telco Cuba has already received a license with the FCC, allowing it to directly peer with telephone providers outside of the United States. This license fits into the long term plan Telco Cuba has of building out its own infrastructure. The company’s strategy is to offer different price plans targeted to U.S. based Cubans and travelers. The target market not only includes U.S.-based Cubans but also native Cubans worldwide. Telco Cuba has engaged IDT, the only American long distance carrier with a direct relationship with ETECSA and will be offering digital calling plans (calling cards, digital phone service, and Cell phone service) targeted to the Cuban market in the states with the largest Cuban demographic: Florida, New Jersey, and Chicago.

Under the brand name “Amgentech”, the company offers best of breed technology solutions which include, but are not limited to Software and Network architecture services, software development, web site development, hosting and colocation services, managed network and managed server services, voice over ip servers and bulk mailing services. Amgentech has been providing services since 2001, building out networks and services in the international markets of Costa Rica, Panama, Colombia, and Panama.

Governmental Regulations and Environmental Compliance

The Company’s operations if and when they begin, will beoperations’ is subject to various federal state, and local permitting and environmental regulations. With cancellationTelco Cuba has received all of the Mineral Lease for the Conglomerate Mesa project, the Company is pursuing other oil, gas,necessary licenses to operate as a cell phone service provider, digital phone service provider and mining and opportunities and therefore expects to encounter additional regulatory and compliance oversight.   calling card service provider.

Plan of Operation

About

Telco Cuba Inc.: Foundedhas received the necessary licenses with the FCC and is able to offer cell phone services in 2001, the United States and abroad. The company’s strategy is to offer different price plans with included service roaming in the nation of Cuba targeted to travelers going to the nation of Cuba. The target market not only includes U.S.-based Cubans but also expat Cubans worldwide. Telco Cuba has engaged IDT, the only American long distance carrier with a direct relationship with ETECSA and will be offering calling cards targeted to the Cuban market in the states with the largest Cuban demographic: Florida, New Jersey, and Chicago.

In July of 2015, Telco Cuba executed an agreement with Next Communications, an MVNE (Mobile Virtual Network Enabler) provider with Sprint Corporation. Telco Cuba intends to create a first of its kind niche market by implementing its pre-paid mobile service to the Cuban-American market with primary focus in the South Florida market. The cellular services are expected to include unlimited talk, text, and web offerings at low-cost competitive market rates. Aside from competitive mobile monthly pricing plans, Telco Cuba will also offer its customers the ability to call internationally (namely to Cuba) directly from the GSM mobile handset, using the MVNE network. This unprecedented service should greatly improve the connectivity of all Cuban-Americans residing in U.S., thus allowing Telco Cuba to capture U.S. to Cuba long distance market share.

The portfolio of services that Telco Cuba is putting together includes government contract work. Telco Cuba has signed a teaming agreement to offer services to the US Government through the governments NS2020 initiative.

Telco Cuba’s Cuba centric plans, marketing and promotions will address the needs of over 2 million Cuban’s residing in the United States. Telco Cuba’s approach will allow the company to access a highly profitable market.

The Company still controls its interest in the Grand Chenier oil and gas project in Louisiana which is listed as Assets Held for Sale in the accompanying financial statements. There are no current plans to develop the oil and gas asset.

Amgentech, -- the parent companya subsidiary of Telco Cuba, Inc. continues to provide hosting, colocation, software development and website design services.

Employees

The Company presently has been providing internet based solutions2 employees, of which 0 are management and services for over 14 years. Amgentech has generated over 7 million dollars2 are involved in revenue. Telco Cuba is launching best of breed communication services including, but not limited to VoIP, Calling Cards and direct SMS messaging in the US and between the US and Cuba. For more information visit (http://www.telcocuba.com & http://pr.telcocuba.com)

Employees

We presently have one employee, our Chief Executive Officer / President / Chief Financial Officer / Treasurer / Secretary, who also serves as the sole director of the Company.operations. We expect that as we begin development of any potential project,rolling out new services, additional personnel will be added. We believe that our relationship with employees is satisfactory. We have not suffered any labor problems during the last two years.

ITEM 1A. RISK FACTORS

Investment in our securities involves a high degree of risk. We are subject to various risks that may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could lose all or part of your investment.

We are an Exploration Company,a smaller reporting company as such; you cannot evaluate the investment merits of our Company because we have no operating history.

Our Company has no operating history since it was organized, which makes it difficult to evaluate the investment merits of our Company. Our Company was organized on August 10, 2007 as a start-up, Exploration Stage Company. We have no operating history and we did not have any business prior to our organization.   

We may not be able to continue as a going concern if we do not obtain additional financing.

Because of our lack of sufficient funds and short operating history incurring only expenses, and no revenues, our independent auditors report states that there is substantial doubt about our ability to continue as a going concern. Since we have incurred only losses since our inception, it raises substantial doubt about our ability to continue as a going concern. Therefore, our ability to continue as a going concern is highly dependent upon obtaining additional financing for our planned operations. Asdefined by Rule 12b-2 of the date hereof, cash has been raised from the issuance of securitiesExchange Act and promissory notes.

Our Negative Cash Flow, Operating Losses, Lack of Revenue, And Limited Operating History Makes It Difficult or Impossible To Evaluate Our Performance And Make Predictions About The Future.

We haveare not generated revenue, nor are we likelyrequired to generate revenue within the next twelve to eighteen months.  We are an exploration stage company.  Consequently, there is no meaningful historical operating or financial information about our business upon which to evaluate future performance.

We cannot assure generation of significant revenues, sustained profitability or generation of positive cash flow from operating activities in the future. If we cannot generate enough revenue, our business may not succeed and our Common Stock may have little or no value.

We Are Subject To A Working Capital Deficit, Which Means That Our Current Assets On November 30, 2014 Were Not Sufficient To Satisfy Our Current Liabilities.

As of November 30, 2014, we have incurred substantial operating losses. Since we have no revenue, we have generated negative free cash flow and expect to continue to experience negative free cash flow at least through our exploration phase.  We have current liabilities of $3,928,420 and current assets of $2 at November 30, 2014, and a working capital deficiency of $3,928,418.  If we cannot meet our current liabilities we may have to curtail or cease business operations.

In Prior Fiscal Years We Have Been The Subject Of A Going Concern Opinion And Expect That Upon Completion Of Our Audits For November 30, 2014 and 2013, We Will Receive A Going Concern Opinion Which Means That We May Not Be Able To Continue Operations Unless We Obtain Additional Funding.

The Company was previous audited for the years ended November 30, 2011 and 2010 whereby our independent auditors added an explanatory paragraph to their audit report.  We believe, that upon completion of a two year audit for the years ended November 30, 2014 and 2013, an independent auditor will once again as part of their audit report issue a similar explanatory paragraph in connection with our financial statements.  We have incurred losses of $347,190 and $569,693 for the years ended November 30, 2014 and 2013 respectively, and a cumulative loss of $14,824,879, and we had a working capital deficiency of $3,928,418 at November 30, 2014.  These conditions raise substantial doubt about the Company's ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If we do not obtain additional financing, our business will fail because we cannot fund our business objectives.

We need to raise money to meet our general and administrative expenses, and we need to raise money to achieve our business objective to pursue telecom opportunities in the newly emerging Cuban market.  As of November 30, 2014, we had cash in the amount of $2, and current liabilities of $3,928,420. We currently do not have any operations and we have no income. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the fact that we have no business and the present financial market conditions may make obtaining additional financing difficult. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

We Could Fail To Attract Or Retain Key Personnel

Our success largely depends on the efforts and abilities of our key executive and consultants, including William Sanchez, our Chief Executive Officer, President and Chief Financial Officer. The loss of the services of any of these individuals could materially harm our business because of the cost and time necessary to replace and train a replacement. Such loss would also divert management attention away from operational issues. We do not presently maintain key-man life insurance policies on any executive. In addition, we need to attract additional high quality geological, investor relations, and consulting personnel. To the extent that we are smaller than our competitors and have fewer resources we may not be able to attract the sufficient number and quality of staff.

We Are Subject To Municipal and Other Local Regulation

Municipalities may require us to obtain various permits and licenses in order to install or operate equipment in various locations where we seek to explore or develop mineral deposits. A municipality’s decision to require us to obtain permits or licenses could delay or impede the development of a revenue model, as well as force us to incur additional costs.

No Expectation of Dividends on Common Stock.

We have never paid cash dividends on our Common Stock and we do not expect to pay cash dividends on our Common Stock at any time in the foreseeable future.  The future payment of dividends directly depends upon the future earnings, capital requirements, financial requirements and other factors that our Board of Directors will consider.  Since we do not anticipate paying cash dividends on our Common Stock, the return on investment on our Common Stock will depend solely on an increase, if any, in the market value of the Common Stock.

Our Common Stock May Lack Liquidity And Be Affected By Limited Trading Volume.

Our Common Stock is traded on the OTC Markets Pink Sheets. There can be no assurance that an active trading market for our common stock will be maintained. An absence of an active trading market could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all.  Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance.  In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially.  We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our stock will be stable or appreciate over time.

The Volatility Of Stock Prices May Adversely Affect The Market Price Of Our Common Stock.

The market for our Common Stock is highly volatile.  The trading price of our Common Stock could be subject to wide fluctuations in response to, among other things:

quarterly variations in operating and financial results;

changes in our revenue and revenue growth rates; and

marketing and advertising.

Statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to the market in which we do business or related to it could result in an immediate effect in the market price of our Common Stock. In addition, the stock market has from time to time experienced extreme price and volume fluctuations which have particularly affected the market price for the securities of many mining and exploration companies and which often have been unrelated to the operating performance of these companies.  These broad market fluctuations may adversely affect the market price of our Common Stock.

Risks Relating to Financing Arrangements - The Conversion Price Feature of Notes, Preferred Stock, and Debentures May Encourage Short Sales in the Company’s Common Stock.

The Company has issued convertible debentures in connection with its financing needs.  These debentures are convertible at a variable price that is computed at an average of sixty percent of the average of the lowest three days closing bid price prior to the date of conversion.  

The downward pressure on the price of the common stock as the selling stockholders under both these financings convert and sell amounts of common stock could encourage short sales by investors. This could place further downward pressure on the price of the common stock. The selling stockholders could sell common stock into the market in anticipation of covering the short sale by converting their securities, which could cause the further downward pressure on the stock price. In addition, not only the sale of shares issued upon conversion or exercise of notes and related warrants, and Series B preferred stock, but also the mere perception that these sales could occur, may adversely affect the market price of the common stock.

Rules of the Securities and Exchange Commission concerning low priced securities may limit the ability of shareholders to sell their shares

The Company’s common stock is subject to Rule 15g-9 of the Securities and Exchange Commission which regulates broker/dealer practices in connection with transactions in "penny stocks". Penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security are provided by the exchange or system. The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level or risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and if the broker/dealer is the sole market-maker, the broker/dealer must discloseinformation under this fact and the broker/dealers presumed control over the market. This information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. The bid and offer quotations, and the broker/dealer and its salesperson compensation information, must be given to the customer in writing before or with the customer's confirmation. The broker/dealer must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale. Monthly statements must be sent by the broker/dealer to the customer disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. These disclosure requirements may reduce the level of trading activity in the market for American Mineral Group's common stock and may limit the ability of investors in this offering to sell American Mineral Group's common stock in the secondary market.item.

The limited public market for American Mineral Group's common stock may limit the ability of shareholders to sell their shares.

There has been only a limited public market for our common stock. An active trading market for American Mineral Group's stock may not develop and purchasers of the shares may not be able to resell their securities at prices equal to or greater than the price paid for these shares. The market price of our common stock may decline as the result of announcements by American Mineral Group or its competitors, variations in American Mineral Group's results of operations, and market conditions in the real estate and commodities markets in general.

The Depository Trust Company has placed a “Chill” on Deposits of the Common Shares of the Company

In November 2011, the Company became aware that the Depository Trust Company (DTC) had placed a “Chill” on deposit of its common shares into the automated settlement system which they maintain.  This chill makes it more difficult for investors to acquire and deposit shares of the Company’s Common Stock into many brokerage accounts – it does NOT prevent trading on existing shares, and there are alternate companies that provide deposit and settlement services albeit at an increased price and which take more time.  Upon inquiry, the Company was advised that it was a precaution and that for deposits through DTC to be resumed would require an audit and representation by a DTC participating broker dealer as to the accuracy of its shares outstanding.  The Company intends to pursue this matter in the coming months as funding permits.

Rules of the Securities and Exchange Commission concerning late report filings

Originally quoted on FINRA’s OTCBB American Mineral Group's common stock is currently quoted on the OTC Markets Pink Sheets under the trading symbol “SUGO”.  With this filing, the Company is current with its filings, and expects to provide audited statements in the next few months.  

ITEM 1B1B. UNRESOLVED STAFF COMMENTSCOMMENTS.

None.

ITEM 2. PROPERTIES

Headquarters and administration offices

Currently, the CompanyTelco Cuba occupies approximately 200 SF500 Square Feet of office space provided by oneat a cost of its officers gratis.  $649.38 a month.

ITEM 3. LEGAL PROCEEDINGS

In August, 2009, trading

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the Company’s stock was temporarily suspendedordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in British Columbia, Canada by the British Columbia Securities Commission (BCSC).  The temporary suspension was the result of what the BCSC termed “suspicious trading activity” duethese or other matters may arise from time to a significant increase in the share price of the Company’s stock price.  Various shareholders, and the former CEO and President, Malkeet Bains have been interviewed and several have been either charged with or accepted please in connection with violations of Canadian securities laws.  time that may harm our business.

The Cease Trade Order is still in effect regarding trading in British Columbia, Canada only, and specifically affects the residents thereof.  

ITEM 4. Mine Safety DisclosuresMINE SAFETY DISCLOSURES

As the Company currently has no operating mining operations, there are no is mine safety issues to disclose.  

Not applicable

PART II

ITEM 5. MARKET FOR REGISTRANT'SREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERSTOCKHOLDERS MATTERS, AND ISSUER PURCHASESPURCHASE OF EQUITY SECURITIESSECURITIES.

As of March 18, 2015, there were approximately 657 owners of record of the Company's common stock. The Company's

Market Information.

Public Market for Common Stock

Our common stock, par value $.001 per share (the “Common Stock”), is tradedcurrently quoted on the OTC Bulletin BoardOTCBB under the symbol "SUGO"“QBAN”. Set forth below areThe OTCBB is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter, or the range ofOTC, equity securities. An OTCBB equity security generally is any equity that is not listed or traded on a national securities exchange. The following table shows, for the periods indicated, the high and low bid quotations for the periods indicatedprices per share of our common stock as reported by the OTC Bulletin Board.OTCBB quotation service. These bid prices represent prices quoted by broker-dealers on the OTCBB quotation service. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not necessarily represent actual transactions.

Price range of common stock

The following table reports highmarket price of our common stock will be subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and low closingother factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

Holders of Common Stock

We had 120 record holders of our common stock as of November 30, 2016.

We had 114 record holders of our common stock as of November 30, 2015.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a quarterly basis,penny stock, the customer with (a) bid and offer quotations for the Company's common stock:

penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our Common Stock. Therefore, stockholders may have difficulty selling our securities.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

The following sets forth certain information regarding sales of, and other transactions with respect to, our securities, which sales and other transactions were not registered pursuant to the Securities Act of 1933, during the last three years.year. Unless otherwise indicated, no underwriters were involved in such transactions.

InDuring the month of December 2012,2015, 3,000 Series A shares were returned to the Companycompany from the holder.

Between February 1st 2016 and July 31st 2016, the company issued 78,333,33357,525,192 common shares in connection with the conversion of $4,700$26,394 of convertible debentures and accrued interest. The conversions had an average price of $0.00006$0.0003 per share.share and resulted in no gain or loss.

In January 2013,

During the month of February 2016, the Company issued 78,333,3331,200,000 common shares to unaffiliated third-party accredited investors in connection with the conversion of $4,700240 preferred B shares. This conversion was within the terms of convertible debenturespreferred stock conversion feature and accrued interest.  The conversions had an average priceresulted in no gain or loss on the exchange.

During the month of $0.00006 per share.

In January 2013,March 2016, the Company issued 85,000,0005,800,000 common shares to unaffiliated third-party accredited investors in connection with the conversion of $2,1251,160 preferred B shares. This conversion was within the terms of convertible debenturespreferred stock conversion feature and accrued interest.  The conversions had an average priceresulted in no gain or loss on the exchange.

During the month of $0.00003 per share.March 2016, the Company issued 5,000,000 shares as payment for consulting services valued at $14,370.

There were

During the month of March 2016, the Company sold and issued 15,000 preferred B shares for $112,500.

On November 1, 2016, the Company issued 100,000 shares of Series C Preferred Stock to the Company’s CEO in exchange for services rendered to the Company.

During the month of November 2016, the Company sold and issued 55,555 Series A shares for $25,000.

During the month of November 2016, the Company sold and issued 10,000,000 common stock shares for $5,000.00.

During the month of November 2016, William Sanchez converted 2,400 Preferred B shares into 12,000,000 common shares. This conversion was within the terms of preferred stock conversion feature and resulted in no share issuances duringgain or loss on the fiscalexchange.

For the year ended November 31, 2014.  30, 2015:

In January

During December 2014, the Company converted a total of $17,520 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors into 12,130,729 shares of restricted common stock resulting in no gain or loss.

Between February and April 2015, the Company issued 791,17612,230,000 common shares to unaffiliated third-party accredited investors in connection with the conversion of $1,3452,446 shares of convertible debenturesPreferred B Shares, resulting in no gain or loss.

Between May 2015 and accrued interest.  The conversions had an average price of $0.0017 per share.

In JanuaryNovember 1, 2015, the Company issued 791,59349,450,000 common shares to unaffiliated third-party accredited investors in connection with the conversion of $4,280 of convertible debentures and accrued interest.  The conversions had an average price of $0.0054 per share.9,890 preferred B shares resulting in no gain or loss.

In January

On September 4, 2015, the Company issued 831,481100,000 shares of Series C Preferred Stock to the Company’s CEO and 3,007,146 common shares in connection withexchange for services rendered to the conversion of $4,490 of convertible debentures and accrued interest.  The conversions had an average price of $0.0054 per share.Company.

In January 2015, the Company issued 831,481 common shares in connection with the conversion of $4,490 of convertible debentures and accrued interest.  The conversions had an average price of $0.0054 per share.

In February 2015, the Company issued 832,075 common shares in connection with the conversion of $4,490 of convertible debentures and accrued interest.  The conversions had an average price of $0.0053 per share.

In February 2015, the Company issued 832,250 common shares in connection with the conversion of $3,325 of convertible debentures and accrued interest.  The conversions had an average price of $0.0040 per share.

In February 2015, the Company issued 832,250 common shares in connection with the conversion of $3,325 of convertible debentures and accrued interest.  The conversions had an average price of $0.0040 per share.

In February 2015, the Company issued 2,560,000 common shares in connection with the conversion of 512 shares of Preferred B Shares.  

In March 2015, the Company issued 831,633 common shares in connection with the conversion of $4,075 of convertible debentures and accrued interest.  The conversions had an average price of $0.0049 per share.

In March 2015, the Company issued 832,075 common shares in connection with the conversion of $4,660 of convertible debentures and accrued interest.  The conversions had an average price of $0.0056 per share.

In March 2015, the Company issued 328,182 common shares in connection with the conversion of $1,805 of convertible debentures and accrued interest.  The conversions had an average price of $0.0055   per share.

In March 2015, the Company issued 503,636 common shares in connection with the conversion of $4,575 of convertible debentures and accrued interest.  The conversions had an average price of $0.0055   per share.

In March 2015, the Company issued 2,545,000 common shares in connection with the conversion of 509 shares of Preferred B Shares.

In April 2015, the Company issued 3,395,000 common shares in connection with the conversion of 679 shares of Preferred B Shares.

In March 2015, the Company issued 3,730,000 common shares in connection with the conversion of 746 shares of Preferred B Shares.

In April 2015, the Company issued 2,067,073 common shares in connection with the conversion of $1,695 of convertible debentures and accrued interest.  The conversions had an average price of $0.0008   per share.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 7. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial data presented below should be read in conjunction with the more detailed financial statements and related notes, which are included elsewhere in this report. Information discussed herein, as well as elsewhere in this Annual Report on Form 10-K, includes forward-looking statements or opinions regarding future events or the future financial performance of the Company, and are subject to a number of risks and other factors which could cause the actual results to differ materially from those contained in forward-looking statements. Among such factors are general business and economic conditions, and risk factors as listed in this Form 10-K or listed from time to time in documents filed by the Company with the Securities and Exchange Commission.

Financial Condition

As of November 30, 2014, American Mineral Group2016, the Company had total current assets of $2$26,864 and total current liabilities of $3,928,420$5,381,900 for a net working capital deficit of $3,928,418. $5,355,036. As of November 30, 2015, the Company had total current assets of $17,100 and total current liabilities of $6,200,054 for a net working capital deficit of $6,182,954.

We need to raise additional money to meet our general and administrative expenses, and we need to raise money to achieve our business objective to pursue telecom opportunities in the newly emerging Cuban market.objectives. The additional funding will come from equity financing from the sale of ourTelco Cuba’s common stock.stock or the issuance of debt securities. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest.interest in Telco Cuba. The Company does not have any financing arranged and we cannot provide investors with any assurance that wethe Company will be able to raise sufficient funding from the sale of its common stock.stock or debt securities. In the absence of such financing, the Companyour business will fail.

Based on the nature of ourTelco Cuba’s business, management anticipates incurring operating losses in the foreseeable future. Management bases this expectation, in part, on the fact that to pursue telecom opportunities in the newly emerging Cuban marketunrolling a telecommunications operation will likelycost a substantial amount of money, and possibly take several years before we are capable of generating revenues. Ourbecoming profitable. The Company’s future financial results are also uncertain due to a number of factors, some of which are outside its control. These factors include, but are not limited to:

OurTelco Cuba’s ability to raise additional funding;

Our

Telco Cuba’s ability to identifycapture market share; and successfully negotiate the acquisition of potential properties or assets; and

If such opportunities or businesses acquired will be profitable.

Due to the Company’s lack of operating history and present inability to generate revenues, the Company’sour independent auditors have added an explanatory paragraph to their audit opinion issued in connection with our financial statements for 20112015, and 2016 indicating substantial doubt about the Company’sTelco Cuba’s ability to continue as a going concern. This means that there is substantial doubt whether the Company can continue as an ongoing business for the next 12 months unless we obtain additional capital to pay our bills.

Liquidity

Liquidity

The Company’s internal sources of liquidity will be loans that may be available from management.management as well as revenue from its subsidiaries. Although the CompanyTelco Cuba has no written arrangements with its management, The Company expectswe expect that the officers may provide the Company with nominal liquidity, when and if it is required.

The Company'sCompany’s external sources of liquidity will be private placements for equity and debt financing.

Between December 2012 and November 2013, the Company borrowed $21,888 from a non-affiliated accredited investor.  The Notes carry interest at a rate of 15% per year and are due on demand.

Between December 2013 and November 2014, the Company borrowed $200 from a non-affiliated accredited investor.  The Notes carry interest at a rate of 15% per year and are due on demand.

For the periods ended November 30, 2014 and 2013, the Company borrowed $0 and $359 from its CFO.  The notes are due on demand and carry no interest.  

There are no assurances that the CompanyTelco Cuba will be able to achieve further sales of its common stock or any other form of additional financing. If the Company iswe are unable to achieve the financing necessary it will fail to executecontinue its future plan of operations, which arethen the Company will not be able to pursue telecom opportunities in the newly emerging Cuban market.continue its operations and its business will fail.

Capital Resources

As of November 30, 2014,2016, the Company had total assets of $2,000,002,$41,602, total liabilities of $3,928,420$5,381,900, and a working capital deficit of $3,928,418, compared with$5,355,036.

As of November 30, 2015, the Company had total assets of $32,101, total liabilities $6,200,054, and a net working capital deficit of $3,581,228 as of November 30, 2013. $6,182,954.

The assets are comprised ofCompany’s current cash of $2,is not sufficient to fully finance its operations at current and mineral rightsplanned levels for the next 12 months. Management intends to manage the Company’s expenses and oil field equipment for which the Company paid $2.0 million in common stock and notes. The liabilities consisted mainly of accounting, audit and legal fees, convertible debentures, demand notes, officer loans, and accrued expenses.

Whilepayments to preserve cash until the Company is attemptingprofitable, otherwise additional financing must be arranged. Specifically, management is deferring payments due them until such time as there is sufficient financing in place to commence operations and generate revenues,permit their payment or the possible issuance of the Company’s cash position is not significant enough to support the Company’s daily operations.  Management intends to raise additional funds to support future operations.  Management believes that the actions presently being taken to further implement its business plan and generatestock in settlement of amounts due.

Results of Operations

We earned total revenues provide the opportunityof $146,731 for the Company to continue as a going concern.  While management believesfiscal year ended November 30, 2016.

We earned total revenues of $173,560 for the fiscal year ended November 30, 2015.

We are presently in the viabilitydevelopment stage of its strategyour business, and we can provide no assurance that we will be able to generate revenues from the sale of telecommunications services in the future. The company’s subsidiary, Amgentech, Inc., has been actively providing infrastructure and in its abilitytelecommunication services during these periods. The revenue presented is attributed to raise additional funds, there can be no assurances to that effect.  The abilitythe acquisition of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.  Amgentech, Inc.

Results of Operations

We did not earn any revenues for the fiscal years ended November 30, 2014 and 2013.

We incurred totaloperating expenses in the amount of $347,190$359,634 during the fiscal year ended November 30, 2014, and total2016.

We incurred operating expenses in the amount of $569,693$657,927 during the fiscal year ended November 30, 2013.2015.

Other Income and Expense

During the years ended November 30, 2016 and 2015, the Company incurred interest expense of $335,120, and $290,819, respectively, which was incurred on the Company’s third-party debt and convertible debentures.

For the years ended November 30, 2016 and 2015, the Company recorded a gain of $1,192,310, and a loss of $(222,251), respectively, attributable to fluctuations in the valuation of the derivative liability.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Material Agreements

In July 2009, the Company entered into a Consulting and Fee Agreement for business development, strategic planning, technology implementation, public relations, and mergers and acquisitions.  The agreement calls for the payment of ten percent (10%) of the gross value of any projects to which the Company is introduced by the consultant and which is ultimately closed by the Company.  

Subsequent Events

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than listed below, no material subsequent events exist.

On January 9, 2015, the outstanding shareholders of the Company voted to change the name of the Company from American Mineral Group, Inc. to CaerVision Global, Inc. in order to better reflect the planned change in the Company’s future operations.

On January 26, 2015, the Company entered into a stock purchase definitivean agreement with Vitall, Inc.,Next Group Holdings pursuant to which Next Group agreed to provide a Delaware corporation, wherebyvirtual call processing platform for telecommunications, a web portal and sales portal. In exchange, the Company will issue 15,000,000 shares of common stockagreed to pay $50,000 and use Next Group as its provider for 100% of the issuedlocal and outstanding capital of Vitall, Inc. On March 17, 2015, Vitall, Inc. terminated the merger agreement due to non-performance on theinternational voice, data, and text services as part of the Company.  As a result, the name CaerVision Global, Inc. will be surrendered back to its original owner.operational platform.

On June 12, 2015, the Company consummated a share exchange agreement with Amgentech Inc./Telco Cuba, Inc., a Florida corporation, whereby the Company issued 75,000,000 shares of common stock previously issued to third parties in exchange for 100% of the issued and outstanding capital of Amgentech Inc./Telco Cuba, Inc.  Amgentech Inc./Telco Cuba, Inc. will be the surviving entity and focus on opportunities in the Cuban telecommunications market. Subsequent Events

The Company has filed an amendment to its articlesevaluated subsequent events from December 1, 2016 through the date this filing was completed, noting the following:

During the month of incorporation to change its name to Telocuba, Inc.

On June 15, 2015,December 2016, the Company effectuated an amendment to its articles of incorporation to change its name from CaerVision Global, Inc. to Telco Cuba, Inc.

On June 15, 2015, the Company effectuated an amendment to its articles of incorporation to appoint William Sanchez to the position of CEO, CFO, President, Treasurer and Secretary. In the same amendment to our articles of incorporation, Erwin Vahlsing Jr., Thomas J Craft Jr. and Frederick J Puccillo Jr., resigned their positions as officers and directors of the Company.

The Company had the following issuances of stock subsequent to November 30, 2014;

In January 2015, the Companycompany issued 791,17610,000,000 common shares in connection with the conversion of $1,345$2,000.00 of convertible debentures and accrued interest. The conversions had an average price of $0.0017$0.0003

In February 2017, an officer converted a portion ($1,344) of salary due to him into 2,240,000 common shares.

During the month of February 2017, the company wrote off accrued expenses and payroll former officers which resulted in a 1.3 million gain, which is reported in the statements of operations as other income.

During the month of July 2017, the company procured settlements with three note holders. The settlements were a result of the company’s renegotiating of the terms of the original notes. The new terms included the waiving of all additional interest, waiving of default fees, conversion standstill and restrictions on the number of conversions per share.month, and fixed balances. The notes affected by these settlements were with EMA Financial, Essex Global Investment Corp, and LG Capital.

In January 2015,

During the month of August 2017, the company wrote off a promissory note which resulted in a $2,000,000 gain, which is reported in the statements of operations as other income. The write off occurred as a result of the rescission, by the prior owner of a transaction involving a working interest the company had in a certain oil property. The original transaction occurred during the month of July, in the year 2014.

On October 25, 2017, the Company entered into a definitive purchase agreement with Net Bee Wireless, Inc. The purchase was contingent on the Company making the purchase price payment. The deal was rescinded in February 2018 as a result of the company not opting to follow through on the purchase.

During the month of December 2017, the company issued a promissory note in the amount of $60,000 in exchange for the assets of Naked Papers, Inc.

During the month of December 2017, the Company converted a total of $26,031.55 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 276,163,333 shares of restricted common stock.

During the month of December 2017, the Company issued 791,593500,000 Preferred C Stock to the Company’s CEO in exchange for services rendered to the Company.

During the first quarter 2018, the company acquired the assets of Naked Papers and is currently selling the product under its brand name, Naked Papers under the subsidiary, Naked Papers Brand, Inc., incorporated in the state of Florida.

During the month of January 2018, the Company converted a total of $63,734.00 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 1,262,266,666 shares of restricted common stock.

During the month of February 2018, the Company converted a total of $38,925.56 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 768,225,915 shares of restricted common stock.

During the month of March 2018, the Company converted a total of $14,550.00 in connectionconvertible debt and accrued interest owed to unaffiliated third-party accredited investors in 306,000,000 shares of restricted common stock.

Anthony J Rivera brought a lawsuit against the company on May 29, 2018. Case number: CACE18012914 in the 17th circuit court of Broward County, Florida. The note holder sued for enforcement of a note issued by the company on December 1, 2015. The case was settled, and the note was amended with a more favorable 50% discount, 5 day look back term on the note. The settlement occurred on September, 2018. The company is working with the conversionnote holder to convert the settled amount into stock of $4,280the company.

On September 28, 2018, the company filed a lawsuit against Cuentas, Inc. (OTCQB: CUEN), f/k/a Next Group Holdings, Inc/Meimoun & Mammon, LLC/Next Mobile, LLC in the 11th circuit court of Miami-Dade County, Florida. Case number: 2018-032974-CA-01 is still ongoing. The case was filed due to CUEN failing to perform on a contract signed on July, 2015. The company is suing for damages and the return of the funds paid for the undelivered Mobile Virtual Network Operator (MVNO) platform.

During the first quarter 2019, the company acquired Advanced Satellite Systems, Inc. and all of its assets, and is continuing to offer its services under the Advanced Cable service mark. Advanced Satellite Systems, Inc, is incorporated in the state of Florida and is registered as a subsidiary of Telco Cuba, Inc.

During the month of February 2019, the company issued a promissory note in the amount of $100,000.00 to purchase Advanced Satellite Systems, Inc.

During the month of February 2019, the Company converted a total of $16,900.00 in convertible debenturesdebt and accrued interest.  The conversions had an average priceinterest owed to unaffiliated third-party accredited investors in 338,000,000 shares of $0.0054 per share.restricted common stock.

In January 2015,

During the month of March 2019, the Company converted a total of $18,500.00 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 370,000,000 shares of restricted common stock.

During the month of March 2019, the Company issued 831,481250,000,000 shares to Mr. Roland H Malo as part of the compensation he received for staying on with Advanced Satellite Systems, Inc.

During the month of May 2019, JMZ Alliance forgave all debt owed to JMZ Alliance by Telco Cuba, Inc. The note securing the debt as well as all interest was forgiven by JMZ.

During the month of April 2019, the Company converted a total of $15,000.00 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 300,000,000 shares of restricted common stock.

During the month of December 2020, the Company converted a total of $3,900.00 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 93,000,000 shares of common stock.

During the month of January 2021, the Company converted a total of $51,388.81 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 599,867,533 shares of common stock.

During the month of January 2021, the Company converted the partial monetary value of a consultants’ contract into 441,977,932 restricted common shares.

During the month of February 2021, the Company converted the partial monetary value of a consultants’ contract into 34,000,000 restricted common shares.

During the month of February 2021, a shareholder converted 55,555 Series A shares into 55,555,000 restricted common shares. These common shares have an effective date of February 11, 2021 and are denoted as such in connection withsection 3A of this disclosure.

During the conversionmonth of $4,490February 2021, the Company converted a total of $49,259.66 in convertible debenturesdebt and accrued interest.  The conversions had an average priceinterest owed to unaffiliated third-party accredited investors in 164,198,867 shares of $0.0054 per share.common stock.

In January 2015,

During the month of March 2021, 23,574,570 restricted common shares were issued to appointed members of the board of directors.

During the month of March 2021, preferred B shareholders converted 6,000 preferred shares into 30,000,000 restricted common shares.

During the month of March 2021, the Company issued 831,481converted a total of $7,000.00 in convertible debt to an unaffiliated third-party accredited investor into 46,666,667 shares of common stock.

During the month of April 2021, the company converted a total of $62,966 in convertible debt and accrued interest owed to an unaffiliated third-party accredited investor into 155,471,605 shares of common stock.

During the month of May 2021, the company restated a promissory note as convertible in the amount of $100,000.00. The holder, an unaffiliated third-party unaccredited investor converted the note principle and accrued interest owed into 400,000,000 restricted common shares. These common shares have an effective date of May 6, 2021, and are denoted as such in connection withsection 3A of this disclosure.

During the conversionmonth of $4,490May 2021, the company converted a total of $54,934.69 in convertible debenturesdebt and accrued interest.  The conversions hadinterest owed to an average priceunaffiliated third-party accredited investor into 73,246,253 shares of $0.0054 per share.

In February 2015, the Company issued 832,075common stock. These common shares have an effective date of May 6, 2021, and are denoted as such in connection withsection 3A of this disclosure.

During the conversionmonth of $4,490May 2021, a third-party accredited investor/noteholder cancelled and returned 155,471,605 common shares to the company due to a reversal of a third party note purchase.

During the month of May 2021, 25,000,000 restricted common shares were issued to appointed members of the board of directors.

During the month of May 2021, the company converted a total of $52,021.00 in convertible debenturesdebt and accrued interest.  The conversions hadinterest owed to an average priceunaffiliated third-party accredited investor into 115,602,222 shares of $0.0053 per share.common stock.

In February 2015,

During the Company issued 832,250month of May 2021, the company sold 40,000,000 shares of restricted common stock to an unaffiliated third-party accredited investor for $10,000.00. These common shares have an effective date of May 26, 2021.

We evaluated subsequent events after the balance sheet date through the date the financial statements were issued. We did not identify any additional material events or transactions occurring during this subsequent event reporting period that required further recognition or disclosure in connection with the conversion of $3,325 of convertible debentures and accrued interest.  The conversions had an average price of $0.0040 per share.these financial statements.

In February 2015, the Company issued 832,250 common shares in connection with the conversion of $3,325 of convertible debentures and accrued interest.  The conversions had an average price of $0.0040 per share.

In February 2015, the Company issued 2,560,000 common shares in connection with the conversion of 512 shares of Preferred B Shares.  

In March 2015, the Company issued 831,633 common shares in connection with the conversion of $4,075 of convertible debentures and accrued interest.  The conversions had an average price of $0.0049 per share.

In March 2015, the Company issued 832,075 common shares in connection with the conversion of $4,660 of convertible debentures and accrued interest.  The conversions had an average price of $0.0056 per share.

In March 2015, the Company issued 328,182 common shares in connection with the conversion of $1,805 of convertible debentures and accrued interest.  The conversions had an average price of $0.0055   per share.

In March 2015, the Company issued 503,636 common shares in connection with the conversion of $4,575 of convertible debentures and accrued interest.  The conversions had an average price of $0.0055   per share.

In March 2015, the Company issued 2,545,000 common shares in connection with the conversion of 509 shares of Preferred B Shares.

In April 2015, the Company issued 3,395,000 common shares in connection with the conversion of 679 shares of Preferred B Shares.

In March 2015, the Company issued 3,730,000 common shares in connection with the conversion of 746 shares of Preferred B Shares.

In April 2015, the Company issued 2,067,073 common shares in connection with the conversion of $1,695 of convertible debentures and accrued interest.  The conversions had an average price of $0.0008   per share.

Critical Accounting Policies

The following accounting policies were in effect for all periods presented:

Accounting Principles

The accounting and reporting policies of the Company conform to United States generally accepted accounting principles applicable to exploration stage enterprises.principles.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 8. FINANCIAL STATEMENTS OF SMALLER REPORTING COMPANIES

The financial statements and related notes are included as part of this report as indexed in the appendix on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

(a) On June 1 2015, the Company was advised that the Company’s as independent auditors, Sherb & Co., were no longer conducting business, necessitating the appointment of new independent auditors. Besides a standard going concern qualification, the report of Sherb & Co. on the Company’s financial statements for fiscal year ended November 30, 2011 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audit of the Company’s financial statement for the fiscal year ended November 30, 2011 (1) there were no disagreements with Sherb & Co. on any matter of accounting principles or practices, financial statement disclosure and procedure which, if not resolved to the satisfaction of Sherb & Co., would have caused Sherb & Co. to make reference to the matter in the filing and (2) there were no “reportable events” as that term is defined in Item 304 of Regulation S-K promulgated under the Securities Exchange Act of 1934 (“Item 304”).

(b) On June 9, 2015, the Company engaged RBSM LLP in New York as the Company’s independent accountant to audit the Company’s financial statements and to perform reviews of interim financial statements. During the fiscal years ended November 30, 2012 through November 30, 2014, neither the Company nor anyone acting on its behalf consulted with RBSM regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by RBSM on the Company’s financial statements; or (ii) any matter that was either the subject of a disagreement with Sherb & Co. or a reportable event with respect to Sherb & Co..

(c) On August 18, 2021, the Company engaged M&K CPAS, PLLC in Houston, Texas as the Company’s independent accountant to audit the Company’s financial statements and to perform reviews of interim financial statements. During the fiscal years ended November 30, 2016 through November 30, 2015, neither the Company nor anyone acting on its behalf consulted with M&K CPAS, PLLC (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by M&K CPAS, PLLC on the Company’s financial statements; or (ii) any matter that was either the subject of a disagreement with RBSM LLP or a reportable event with respect to RBSM LLP.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of the Company'sCompany’s management, including the Company'sCompany’s principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and Rule 15d-15(e) as of the end of the fiscal yearyears covered by this annual report. Based on that evaluation, the principal executive officer and principal financial officer believe the disclosure controls and procedures arewere not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission'sCommission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There were no significantSubsequent to November 30, 2014, the Company implemented several changes into the Company'sCompany’s internal controls or in other factors that could significantly affect internal controls subsequent to address the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.weaknesses that led to the previous late filings. Chief among these changes included hiring a new independent audit firm and retaining the services of a consulting firm specializing in financial statement preparation, US GAAP, and Securities Act reporting.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of November 30, 2014 based on the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).” Based on management’s assessment, management concluded that, as of November 30, 2014, the Company’s internal control over financial reporting was effective.ineffective. Subsequent to November 30, 2014, the Company implemented several changes to the Company’s internal controls to address the deficiencies and material weaknesses that led to the misstatements and errors. Chief among these changes included hiring a new independent audit firm and retaining the services of a consulting firm specializing in financial statement preparation, US GAAP, and Securities Act reporting.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers Andand Directors

The following table sets forth the directors and executive officers of our Company, their ages and positions with our Company.Company, during the periods covered by this report. Pursuant to our bylaws, our directors are elected at our annual meeting of stockholders and each director holds office until his successor is elected and qualified. Officers are elected by our Board of Directors and hold office until an officer'sofficer’s successor has been duly appointed and qualified unless an officer sooner dies, resigns or is removed by the Board.

There are no arrangements or understandings’ regarding the length of time a director of our company is to serve in such a capacity.

The following table sets forth information about our executive officers and directors as of the filing date.
directors.

Frederick J. Pucillo, Jr.William J Sanchez has served as our President, Chief Executive Officer and Director from December 2009 toChairman of the board since June 15,15th, 2015. Mr. PucilloSanchez has over twenty20 years’ experience serving mid-size to Fortunefortune 50, 100 companiesand smaller companies. Mr. Sanchez has held positions at CBS Sports fka Sportsline USA, Tribune Interactive Services, Knight Ridder, DLJ Direct and has been instrumental in the bankingcreation of several nascent companies such as Starmedia, Inc., Sportsline, USA, and finance area, having managed a $110 million loan portfolio with 10,000 accounts, and other capital funding and business development opportunities.  Mr. Pucillo was the CFO for Atlantic Fire Protection, LLC from 2007 through 2009, and previously, was CFO for Zammido Automotive Group from 2000 through 2007.  He is thoroughly familiar with finance, cash flow analysis and budgeting, as well as negotiation of promising opportunities.  Picknation, Inc.

Erwin Vahlsing, Jr.Maria Beatriz Anez has served as our Chief Financial Officer, Secretary, Treasurer,corporate secretary and Director from September 2009 to June 15,public relations manager since July, 2015. Mr. VahlsingMrs. Anez has honed a career in business analysis and sales relationships. A native of Venezuela, she was part of a team that ran a highly successful health care concern. Her responsibilities included negotiating contracts with the Venezuela government, supply negotiations and public relations.

Linnette Miller is a financial executive with domestic and international experience managing finance departmentsManager in the manufacturing, service, and construction industries. Mr. Vahlsing has acted as Chief Financial Officer to ICOA, Inc. since 2001. He acted as a Consultant to E&M Advertising for SEC compliance and due diligence. Mr. Vahlsing received an MBA from the University of Rhode Island in 1986 and a Bachelors degree in Accounting from the University of Connecticut.

Thomas J. Craft, Jr., has served as a Director of the Company up until June 15, 2015. Mr. Craft is a Florida attorney, specializing in federal securities law and mergers and acquisitions. He practices securities law in Florida. Mr. Craft hasTax Services practice at Daszkal Bolton LLP, with more than 1520 years of experience in federal securities matterspublic accounting. She focuses on domestic and international tax planning, as well as the public markets generally. Mr. Craft has served on the board of directors of several publictax compliance for companies/ individuals, including those with cross border income tax issues and income tax filing. Ms. Miller also assists companies priorin maximizing their assets and minimizing their liabilities through tax planning and tax efficient structuring. Prior to joining Daszkal Bolton LLP, Ms. Miller held the Company's boardposition of directors on November 22, 2002. Mr. Craft has served asTax and Audit Director for Chaves & Armstrong, PA, a member of our Audit Committee since 2002firm with expertise in international tax, technical accounting and complex audit services. During her professional career, Ms. Miller also worked for KPMG in April 2007 Mr. Craft was appointed as a member of our Compensation CommitteePanama, where she assisted companies and Nominating Committee. Mr. Craft has served as an officerindividuals with tax planning, tax efficient structuring and a director of Peregrine Industries, Inc., a public reporting company, since March 2004.tax filing requirements.

William Sanchez, took over as Chief Executive Officer, Chief Financial Officer, President, Treasurer and Secretary of the Company as of June 15, 2015. Mr. Sanchez has over 23 years of experience in the internet and telecommunications space. He has been involved as a systems engineer and architect during the inception of various nascent companies, such as SportsLine (www.sportsline.com), StarMedia (www.starmedia.com), and SportsAdvisors (www.sportsadvisors.com). For the last 15 years, he has been president of Amgentech, Inc., a full service technology solutions company. At Amgentech, Mr. Sanchez was retained to create the technical process and procedures as well as the internet components of well over 20 companies

Committees of the Board of Directors

The functions of the Audit Committee are currently carried out by our Board of Directors. Our Board of Directors has determined that we do not have an audit committee financial expert on our Board of Directors carrying out the duties of the Audit Committee. The Board of Directors has determined that the cost of hiring a financial expert to act as a director and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee. Our Board of Directors has three members.

We do not currently have an Audit, Executive, Finance, Compensation, or Nominating Committee,a compensation committee, nominating committee, executive committee of our board of directors, stock plan committee or any other committee of the board of directors.committees.

Code of Ethics

We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Controller and persons performing similar functions within the Company. A copy of the code of ethics is filed with the SEC as an exhibit to the Company'sCompany’s Form S-1 filed on February 22, 2008. If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our directors, officers and employees, we will disclose the nature of such amendment or waiver in a report on Form 8-K.

Family Relationships

There are no family relationships between any two or more of our directors or executive officers. There is no arrangement or understanding between any of our directors or executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings to our knowledge between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Securities Exchange Act, of 1934 requires that our directors and executive officers and persons who beneficially own more than 10% or greater shareholders of our Common Stock (referred to herein as the Company ("Reporting Persons"“Reporting Persons”) to file with the Securities and Exchange Commission initialSEC various reports of ownership (Form 3) and reports of changes inas to their ownership of equity securities ofand activities relating to our Common Stock. Such Reporting Persons are required by the Company (Form 4 and Form 5) andSEC regulations to providefurnish us with copies of all such forms as filed to the Company. With the exception of the CFO, who has completed his Form 3 report but which as of the date of this filing had not been filed with the Commission, he also has not completed a Form 4 to update his holdings.  Aside from this, the Company is not aware of any Reporting Persons that have failed to fileSection 16(a) reports on a timely basis.   

Mr. Pucillo has completed and filed his Form 3 indicating he is currently the owner of 24,156 common shares, and 12,500 Preferred B shares.  

At the time of Mr. Vahlsing’ hiring, he completed his Form 3.  It appears the Company filed itthey file. Based on the Canadian, SEDA system and failedinformation available to file itus, there are no beneficial owners of common stocks based on the SEC’s Edgar database.  The report is being updated with current information and will be filed subsequent to the date of this report.  Mr. Vahlsing is the owner of 24,000 common shares and 12,500 Preferred B shares at the period end covered by this report.   rule promulgated under section 16(a).

Significant Personnel

We have no significant personnel other than our sole officerofficers and director.directors. We presently rely on consultants and other third party contractors to perform administrative and geological services for the Company. We have no formal contracts with any of these consultants and contractors.

Nominating Committee

We do not have a standing nominating committee; our Board of Directors is responsible for identifying new candidates for nomination to the Board. We have not adopted a policy that permits shareholders to recommend candidates for election as directors or a process for shareholders to send communications to the Board of Directors.

ITEM 11. EXECUTIVE COMPENSATION

To date, our directors do not currently receive and have never received any compensation for serving as a director of the Company. Presently, our officers are paid on a consulting basis for the time and efforts spent on behalf of the Company.  Effective September 2, 2010July, 2015 the Company entered into Employment AgreementsAgreement with our CEO, CFO, and Investor Relations.CEO.

The following table sets forth all compensation awarded to, earned by, or paid for services rendered to usofficers and directors in all capacities by the officers for the last three fiscal years.

Summary Compensation Table