Telco Cuba (SLDC) 10-K/A 30 Nov 15 2014 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Nov. 30, 2014	Nov. 24, 2015	May. 31, 2015
Document and Entity Information:
Entity Registrant Name	Telco Cuba, Inc..
Document Type	10-K
Document Period End Date	Nov. 30, 2014
Amendment Flag	true
Entity Central Index Key	1,427,644
Current Fiscal Year End Date	--11-30
Entity Common Stock, Shares Outstanding		115,106,039
Entity Public Float			$ 115,720
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,014
Document Fiscal Period Focus	FY
Trading Symbol	qban
Amendment Description	Amendment 1

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Nov. 30, 2014	Nov. 30, 2013	Nov. 30, 2012
CURRENT ASSETS:
Cash	$ 2	$ 2	$ 470
Prepaid Expense, Current			3,500
TOTAL CURRENT ASSETS	2	2	3,970
TOTAL ASSETS	2	2	3,970
CURRENT LIABILITIES:
Accounts Payable, Current	101,390	106,644	103,523
Accrued Liabilities, Current	447,402	282,473	103,095
Accrued payroll	1,297,949	928,083	577,281
Convertible debentures	375,925	375,925	306,950
Notes payable	2,233,332	2,233,132	211,244
Due to former CEO	17,476	18,796	19,816
Due to Related Parties, Noncurrent	1,384	1,384	1,025
Derivative liability	498,942	802,153	870,433
TOTAL CURRENT LIABILITIES	4,973,800	4,748,590	2,193,367
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred A Stock	3	3	3
Preferred B Stock	88	88	88
Common Stock	15,885	15,885	13,202
Additional paid-in capital	12,384,985	12,384,985	12,371,612
Deficit accumulated during the exploration stage	(17,374,759)	(17,149,549)	(14,574,302)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(4,973,798)	(4,748,588)	(2,189,397)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 2	$ 2	$ 3,970

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) - USD ($)	Nov. 30, 2014	Nov. 30, 2013	Nov. 30, 2012
Balance Sheet (Parenthetical)
Convertible debentures	$ 375,925	$ 375,925	$ 306,950
Common Stock, par value	$ 0.001	$ 0.001	$ 0.001
Common Stock, authorized	500,000,000	500,000,000	500,000,000
Common Stock, issued	15,885,259	15,885,259	13,202,138
Common Stock, outstanding	15,885,259	15,885,259	13,202,138
Preferred Stock, par value	$ 0.001	$ 0.001	$ 0.001
Preferred Stock, authorized	1,000,000	1,000,000	1,000,000
Preferred A Stock, authorized	100,000	100,000	100,000
Preferred A Stock, issued	3,000	3,000	3,000
Preferred A Stock, outstanding	3,000	3,000	3,000
Preferred B Stock, authorized	100,000	100,000	100,000
Preferred B Stock, issued	87,500	87,500	87,500
Preferred B Stock, outstanding	87,500	87,500	87,500
Preferred C Stock, authorized	100,000	100,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Nov. 30, 2014	Nov. 30, 2013	Nov. 30, 2012
Income Statement
Impairment of operating assets		$ 2,000,000
OPERATING EXPENSES:
General and administrative	$ 362,654	404,717	$ 616,566
Mineral claim maintenance and geological costs			(250,000)
TOTAL OPERATING EXPENSES	362,654	404,717	366,566
OPERATING LOSS	(362,654)	(404,717)	(366,566)
INTEREST EXPENSE	165,766	234,577	115,855
CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY	(303,210)	(64,047)	381,370
AMORTIZATION OF DEBT DISCOUNT			268,413
LOSS OF MINERAL RIGHTS			0
NET LOSS	$ (225,210)	$ (2,575,247)	$ (1,132,203)
BASIC AND DILUTED - LOSS PER SHARE	$ (0.01)	$ (0.17)	$ (0.13)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted	15,885,259	15,463,858	8,709,142

STATEMENTS OF STOCKHOLDERS' EQU

STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Preferred A Stock	Preferred B Stock	Common Stock	Additional Paid In Capital	Deficit	Total
Stockholders Equity at Nov. 30, 2011	$ 3	$ 22	$ 1,569	$ 11,983,437	$ (13,442,099)	$ (1,457,068)
Shares issued at Nov. 30, 2011	3,000	22,000	1,568,780
Conversion of debentures - value			$ 11,633	224,491		236,124
Conversion of debentures - shares			11,633,358
Compensation - value		$ 66		163,684		163,750
Compensation - shares		65,500
Net loss for the period					(1,132,203)	(1,132,203)
Stockholders Equity at Nov. 30, 2012	$ 3	$ 88	$ 13,202	12,371,612	(14,574,302)	(2,189,397)
Shares issued at Nov. 30, 2012	3,000	87,500	13,202,138
Conversion of debentures - value			$ 2,683	13,373		16,056
Conversion of debentures - shares			2,683,121
Net loss for the period					(2,575,247)	(2,575,247)
Stockholders Equity at Nov. 30, 2013	$ 3	$ 88	$ 15,885	12,384,985	(17,149,549)	(4,748,588)
Shares issued at Nov. 30, 2013	3,000	87,500	15,885,259
Net loss for the period					(225,210)	(225,210)
Stockholders Equity at Nov. 30, 2014	$ 3	$ 88	$ 15,885	$ 12,384,985	$ (17,374,759)	$ (4,973,798)
Shares issued at Nov. 30, 2014	3,000	87,500	15,885,259

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Nov. 30, 2014	Nov. 30, 2013	Nov. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (225,210)	$ (2,575,247)	$ (1,132,203)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount			268,413
Stock issued for compensation			163,750
Impairment of oil & gas assets		2,000,000
Change in fair value of derivative liability	(303,211)	(68,280)	381,370
Loss of mineral rights			(250,000)
Changes in assets and liabilities:
Increase Decrease in Prepaid expenses		3,500	417
Accounts payable and accrued expenses	528,221	532,312	401,799
Net cash used in operating activities	(200)	(107,715)	(109,554)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	200	21,888	108,700
Proceeds from convertible debentures		85,000
Proceeds from /(Payments) to officer and prior CEO		359	925
NET CASH PROVIDED BY FINANCING ACTIVITIES	200	107,247	109,625
NET INCREASE (DECREASE) IN CASH		(468)	71
CASH - BEGINNING OF PERIOD	2	470	399
CASH - END OF PERIOD	$ 2	2	470
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued in connection with conversion of debentures		16,056	$ 236,124
Notes issued in connection with oil & gas acquistion		$ 2,000,000

Nature of Operations and Going

Nature of Operations and Going Concern	12 Months Ended
	Nov. 30, 2014
Notes
Nature of Operations and Going Concern	Nature of Operations and Going Concern Telco Cuba, Inc. (fka CaerVision Global, Inc. and fka American Mineral Group Minerals Inc.) (the "Company") was incorporated in the State of Nevada on August 10, 2007. Up until June 12, 2015, the company was previously engaged in the exploration, development, and acquisition of mineral properties (Refer to Note 13 - Subsequent Events).

Exploration Stage Company

Exploration Stage Company	12 Months Ended
	Nov. 30, 2014
Notes
Exploration Stage Company	Exploration Stage Company

Accounting Principles

Accounting Principles	12 Months Ended
	Nov. 30, 2014
Notes
Accounting Principles	Accounting Principles

Foreign Currency Translation

Foreign Currency Translation	12 Months Ended
	Nov. 30, 2014
Notes
Foreign Currency Translation	Foreign Currency Translation The Company's functional and reporting currency is the U.S. Dollar. All transactions initiated in foreign currencies are translated into U.S. dollars in accordance with ASC Topic 830 "Foreign Currency Matters" as follows: i) monetary assets and liabilities at the rate of exchange in effect at the balance sheet date; ii) non-monetary assets at historical rates; and iii) revenue and expense items at the average rate of exchange prevailing during the period. Gains and losses from foreign currency transactions are included in the statement of operations. As of November 30, 2014, the Company only operates in the United States.

Basic and Diluted Loss Per Shar

Basic and Diluted Loss Per Share	12 Months Ended
	Nov. 30, 2014
Notes
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share Basic and diluted loss per share is based on the weighted average number of shares outstanding. Potential common shares includable in the computation of fully diluted per share results are not presented in the financial statements as their effect would be anti-dilutive.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Nov. 30, 2014
Notes
Fair Value Measurements	Fair Value Measurements Valuation Hierarchy ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The following table provides the assets and liabilities carried at fair value measured on a recurring and non-recurring basis as of November 30, 2014, 2013 and 2012: Fair Value Measurements Quoted prices Significant Total Carrying in active other Significant Value at markets observable unobservable November 30, 2014 (Level 1) inputs (Level 2) inputs (Level 3) November 30, 2014 $ 498,942 $ - $ - $ 498,942 November 30, 2013 $ 802,153 $ - $ - $ 802,153 November 30, 2012 $ 870,433 $ - $ - $ 870,433 Derivative liabilities The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the valuation hierarchy. The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): November 30, 2014 November 30, 2013 November 30, 2012 Beginning balance $ 802,153 $ 870,433 $ 489,063 Derivative liabilities recorded - - - Derivative liabilities converted - - - Unrealized (gain) loss attributable due to the change in liabilities (303,211) (68,280) 381,370 Ending balance $ 498,942 $ 802,153 $ 870,433 The fair value of the derivative liabilities was calculated using the Black-Scholes Option Pricing model under the assumptions detailed in Note 8. Gains and losses (realized and unrealized) included in earnings (to change in fair value of derivative liability) for the years ended November 30, 2014, 2013 and 2012, are reported in other expenses as follows: November 30, 2014 November 30, 2013 November 30, 2012 (Gain) Loss on derivative liabilities recorded during the period $ - $ - $ - Debt discount attributable to derivative liabilities recorded - - - Derivative liabilities converted during the period - - - Unrealized (gain) loss attributable due to the change in liabilities (303,210) (68,280) 381,370 Net unrealized (gain) loss included in earnings $ (303,210) $ (68,280) $ 381,370 The Company did not have any Level 1 or Level 2 assets or liabilities as of November 30, 2014, 2013 and 2012 and had Level 3 liabilities consisting of notes payable. The carrying amount of the notes payable at November 30, 2014, 2013 and 2012 approximate their respective fair value based on the Company’s incremental borrowing rate. Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of November 30, 2014, 2013 and 2012, respectively. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy.

Income Taxes - Policy

Income Taxes - Policy	12 Months Ended
	Nov. 30, 2014
Notes
Income Taxes - Policy	Income Taxes

Cash and Cash Equivalents

Cash and Cash Equivalents	12 Months Ended
	Nov. 30, 2014
Notes
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents.

Revenue Recognition

Revenue Recognition	12 Months Ended
	Nov. 30, 2014
Notes
Revenue Recognition	Revenue Recognition The Companies follow the guidance of the FASB ASC 605-10-S99 “Revenue Recognition Overall – SEC Materials”. The Companies record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Revenues consist primarily of product sales.

Estimates

Estimates	12 Months Ended
	Nov. 30, 2014
Notes
Estimates	Estimates

Accounts Receivable

Accounts Receivable	12 Months Ended
	Nov. 30, 2014
Notes
Accounts Receivable	Accounts receivable

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	12 Months Ended
	Nov. 30, 2014
Notes
Restatement of Previously Issued Financial Statements	Restatement of Previously Issued Financial Statements The Company has restated its un-audited financial statement for the year ended November 30, 2014, 2013 and 2012 filed on July 8, 2015, July 8, 2015 and July 6, 2015, respectively. The table below highlights the material changes to the financial statements: For the year ended November 30, 2014 - Balance Per Audited Balance Previously Statements Adjustments Reported Total Other Assets $ - $ 2,000,000 (8) $ 2,000,000 Total Current Liabilities $ 4,973,800 $ 1,045,380 (1) $ 3,928,420 Common Stock $ 15,885 $ 750 (2) $ 15,135 Additional Paid-in Capital $ 12,384,985 $ 496,000 (3) $ 12,880,985 Accumulated Deficit $ 17,374,759 $ 2,549,880 (4) $ 14,824,879 Operating Expenses $ 362,654 $ 10,913 (5) $ 373,567 Interest Expense $ 165,766 $ 139,389 (6) $ 26,377 Change in Fair Value of Derivative Liability $ 303,210 $ 303,210 (7) $ - Net Loss $ 225,210 $ 121,980 $ 347,190 1) Change in current liabilities represents an increase in accrued liabilities of $175,806, a decrease in accrued payroll of $21,245, an increase in convertible debentures of $134,000, an increase in notes payable of $500,000, a decrease in notes payable of $50,000, and an increase in derivative liability of $306,819. 2) Common stock adjustment reflects adjustment to record a change in the number of shares issued on the conversion of debentures. 3) Change in additional paid-in capital from an increase of $3,750 results from an adjustment for recording the conversion of debentures payable, and a decrease of $499,750 from the reclassification of stock to be issued to notes payable in FY 2013. 4) Change in accumulated deficit reflects the combination of changes in the year ended November 30, 2014 plus changes of $2,005,554 in 2013 and $666,306 in 2012. 5) Change in operating expenses reflects and adjustment to general and administrative expenses. 6) Change in interest expense results from an increase in the amount of recorded debt outstanding during the year. 7) Change in derivative liability results from properly recording derivative liability expense for the year. 8) Change in other current assets results from an impairment on the value of the oil and gas lease. For the year ended November 30, 2013 - Balance Per Audited Balance Previously Statements Adjustments Reported Total Other Assets $ - $ 2,000,000 (1) $ 2,000,000 Total Current Liabilities $ 4,748,590 $ 1,167,360 (2) $ 3,581,230 Common Stock $ 15,885 $ 750 (3) $ 15,135 Additional Paid-in Capital $ 12,384,985 $ 496,000 (4) $ 12,880,985 Accumulated Deficit $ 17,149,549 $ 2,671,860 (5) $ 14,477,689 Operating Expenses $ 404,717 $ 16,143 (6) $ 420,860 Interest Expense $ 234,577 $ 77,332 (7) $ 157,245 Change in Fair Value of Derivative Liability $ 64,047 $ 64,047 (8) $ - Net Loss $ 2,575,247 $ 2,005,554 $ 569,693 1) Change in other current assets results from an impairment on the value of the oil and gas lease. 2) Change in current liabilities results from a decrease in accrued expenses of $16,338, a decrease in accrued payroll of $10,332, an increase in convertible debentures of $134,000, an increase in notes of $500,000 a decrease in notes payable of $50,000, and an increase in derivative liability of $610,030. 3) Common stock adjustment reflects adjustment to record a change in the number of shares issued on the conversion of debentures. 4) Change in additional paid-in capital from an increase of $3,750 results from an adjustment for recording the conversion of debentures payable, and a decrease of $499,750 from the reclassification of stock to be issued to notes payable. 5) Accumulated deficit adjustment results from the additive effects of a change in net loss for the year ended November 30, 2013 of $2,005,554 and $666,306 in 2012. 6) Change in operating expenses results from a decrease in reported general and administrative expenses. 7) Increase in interest expense results from properly calculating interest on debt outstanding. 8) Increase in change in derivative liability results from properly calculating derivative liability in the years presented. For the year ended November 30, 2012 - Balance Per Audited Balance Previously Statements Difference Reported Total Current Liabilities $ 2,193,367 $ 666,306 (1) $ 1,527,061 Accumulated Deficit $ 14,574,302 $ 666,306 (2) $ 13,907,996 Operating Expenses $ 366,566 $ 3,592 (3) $ 370,158 Change in Fair Value of Derivative Liability $ 381,370 $ 669,898 (4) $ (288,528) Net Loss $ 1,132,203 $ 666,306 $ 465,897 1) Change in current liabilities results from a decrease in accrued expenses of $3,792, a decrease in accrued payroll of $3,300, an increase in convertible debentures of $53,500, a decrease in notes payable of $50,000, and an increase in derivative liability of $669,898. 2) Accumulated deficit increased due to an increase in the net loss for the year. 3) Operating expenses decreased due to a reduction in recorded general and administrative expenses. 4) Change in fair value of derivative liability increased due to proper calculation of derivative expense for the period. The material changes to the financial statements focused primarily on two areas. First, the Company elected to record a reserve against the value of the oil and gas reserves in 2013, which impacted Current Assets, Net Loss, and Retained Deficit for both 2013 and 2014. Second, the Company recalculated the fair value of derivative liabilities, which resulted in changes to Liabilities, Net Loss, and Retained Deficit for all periods presented. The only other material change was to Interest Expense, which was recalculated based on current information, which also affected Net Loss and Retained Deficit. On a quarterly basis, for the year ended November 2012, the only material change would be to the change in value of the derivative liability, which also impacted Net Loss for the quarters. For the year ended November 30, 2013, the quarterly reports would only be affected by changes to derivative liability and interest expense, which also impacted the Net Loss and Retained Deficit. The reserve against the oil and gas assets was recorded during the fourth quarter of fiscal 2013. During the year ended November 30, 2014, the quarterly balances were affected by changes to interest expense and deferred liability, which were roughly evenly distributed across all quarters. These changes also impacted Net Loss and Retained Deficit.

Reclassifications

Reclassifications	12 Months Ended
	Nov. 30, 2014
Notes
Reclassifications	Reclassifications

Recently Adopted Accounting Pro

Recently Adopted Accounting Pronouncements	12 Months Ended
	Nov. 30, 2014
Notes
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements Management does not believe that any recently issued but not yet effective accounting pronouncements if currently adopted would have a material effect on the accompanying financial statements.

Mineral Property Exploration

Mineral Property Exploration	12 Months Ended
	Nov. 30, 2014
Notes
Mineral Property Exploration	Mineral Property Exploration The Company was in the exploration stage and had not yet realized any revenue from its planned operations. Mineral property acquisition costs are capitalized. Additionally, mine development costs incurred either to develop new ore deposits and constructing new facilities are capitalized until operations commence. All such capitalized costs are amortized using a straight-line basis, based on the minimum original license term at acquisition, but do not exceed the useful life of the capitalized costs. Upon commercial development of an ore body, the applicable capitalized costs would then be amortized using the units-of-production method. Exploration costs, costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected cash flows and/or estimated salvage value in accordance with guidance issued by the FASB, "Accounting for Impairment or Disposal of Long-Lived Assets." Subsequent to November 30, 2014, the Company determined that pursuing the development of its oil and gas assets was no longer economically feasible. As a result, the Company recorded an impairment of the assets equal to 100% of their previous carrying value. 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. In June 2015, the Company determined that it was unable to raise sufficient capital to bring the oil and gas properties back into production and agreed to a share exchange agreement with Amgentech, Inc., a telecommunications provider focusing its efforts on the Cuba and Cuban-American market (See Note 13 - Subsequent Events). As a result of this transaction, and the perceived economic uncertainty of being able to sell the oil and gas assets at carrying value, the Company has recorded impairment against the assets as follows: Working Interest in Grand Chenier oil & gas prospect $2,000,000 Impairment as of November 30, 2013 (2,000,000 Carrying Value as of November 30, 2013 $ -

Capital Stock

Capital Stock	12 Months Ended
	Nov. 30, 2014
Notes
Capital Stock	Capital Stock a) Authorized On March 12, 2012 the Authorized Capital was increased to 2,500,000,000 shares of common stock, par value $0.001. On March 31, 2013, the company executed a 1:125 reverse split. At the same time, the authorized common was set to 500,000,000 shares. All references to common stock in these financial statements have been retroactively adjusted to reflect the reverse split. As of November 30, 2014, authorized capital stock consists of: 500,000,000 common shares with a par value of $0.001 per share; and 1,000,000 preferred shares with a par value of $0.001 per share b) Share Issuances For the year ended November 30, 2012: · The Company issued 11,633,358 shares of common stock in connection with the conversion of $236,124 of convertible debentures and accrued interest. · The Company issued 65,500 shares of Series B preferred stock as compensation to officers and directors. For the year ended November 30, 2013: · The Company issued 2,683,121 shares of common stock in connections with the conversion of $16,056 of convertible debentures and accrued interest. · The Company is obligated to issue 250,000 shares of Series C preferred stock, valued at $500,000, as part of the acquisition cost of its interest in the Grand Chenier oil & gas prospect. There were no share issuances of capital stock in the fiscal year ended November 30, 2014. c) Preferred Stock The Company has 1,000,000 shares of preferred stock authorized of which 300,000 shares were designated in three series as follows: · Series A Convertible Preferred Stock (the “Series A Preferred”): o Par Value: $0.001 o Authorized Shares: 100,000 o Issued and outstanding: 3,000 o Convertible into Common Stock: 1,000:1 · Series B Convertible Preferred Stock (the “Series B Preferred”): o Par Value: $0.001 o Authorized Shares: 100,000 o Issued and outstanding: 87,500 as of 11/30/14 o Convertible into Common Stock: 5,000:1 The Company Preferred Stock has liquidation rights as follows: The Series A Preferred is senior in liquidation preference to all other series or classes of capital stock, preferred or common; the Series B Preferred is senior in liquidation preference to all series or classes of capital stock other than the Series A Preferred. Issuance of Preferred Stock There were no issuances or redemptions of Preferred Stock Series A during the fiscal years ended November 30, 2014, 2013 and 2012. There were 65,500 issuances of Preferred Stock Series B during the fiscal year ended November 30, 2012 and none during the years ended November 30, 2013 and 2014. Warrants and Options

Concentration Risk

Concentration Risk	12 Months Ended
	Nov. 30, 2014
Notes
Concentration Risk	Concentration Risk The Company's financial instruments consist of cash, accounts payable and accrued liabilities. It is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Because of the short maturity and capacity of prompt liquidation of such assets and liabilities, the fair values of these financial instruments approximate their carrying values. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high credit quality financial institutions in the United States. Bank deposits in the United States did not exceed federally insured limits as of November 30, 2014, 2013 or 2012. The Company may operate outside the United States of America and thus may have significant exposure to foreign currency risk in the future due to the fluctuations between the currency in which the Company operates and the U.S. dollar.

Income Taxes

Income Taxes	12 Months Ended
	Nov. 30, 2014
Notes
Income Taxes	Income Taxes A reconciliation of income taxes at statutory rates with the reported income taxes is as follows: Period ended November 30, 2014 2013 2012 Income tax benefit at Federal statutory rate of 35% $ 78,824 $ 901,336 $ 396,271 State Income tax benefit, net of Federal effect 11,261 128,762 56,610 Permanent differences 121,284 27,312 (152,548) Change in valuation allowance (211,368) (1,057,411) (300,333) $ - $ - $ - The significant components of the Company's deferred income tax assets are as follows: As at November 30 2014 2013 2012 Net Operating losses $ 6,676,400 $ 6,468,400 5,412,400 Asset Impairment - 2,000,000 - Valuation allowance (6,676,400) (8,468,400) (5,412,400) $ - $ - $ - At November 30, 2014 the Company has available net operating losses of approximately $6,676,400 which may be carried forward to apply against future taxable income. These losses will expire in 2034. Deferred tax assets related to these losses have not been recorded due to uncertainty regarding their utilization.

Debt Disclosure

Debt Disclosure	12 Months Ended
	Nov. 30, 2014
Notes
Debt Disclosure	Notes Payable During the year ended November 30, 2014 the Company borrowed $200, from a non-affiliated accredited investor, bringing the total notes payable to $1,733,332. The Notes carry interest at a rate of 15% per year and are due on demand. During the year ended November 30, 2013, the Company borrowed $21,888 from a non-affiliated accredited investor. The Note carries interest at a rate of 15% per year and is due on demand. The Company also issued a note on April 27, 2013 in the amount of $1,500,000 associated with the purchase of the Grand Chenier lease. The note was issued to the seller of the asset, bears interest at 8% per annum and is due five years from the date of issuance. Between December 2011 and November 2012, the Company borrowed $108,700 from a non-affiliated accredited investor. The Notes carry interest at a rate of 15% per year and are due on demand. As of November 30, 2014, 2013 and 2012, total Notes Payable were $1,733,332, $1,733,132 and $211,244, respectively. The following table provides a summary of the changes in the Company’s notes payables, as of November 30, 2014, 2013 and 2012: November 30, 2014 November 30, 2013 November 30, 2012 Prior year balance forward $ 2,233,132 $ 211,244 $ 233,014 Issuance of notes– net 200 2,021,888 108,700 Reclass from loan payable into convertible loan payable - - (130,470) Unamortized debt discount - - - Conversion of notes - - - Balance at November 30 (Restated) $ 2,233,332 $ 2,233,132 $ 211,244 For the years ended November 30, 2014, 2013, and 2012, interest expense attributable to notes payable was $146,762, $125,118, and $37,850, while accrued interest was $327,088, $180,326, and $37,850, respectively. Convertible Debentures As of November 3, 2014, 2013 and 2012, the Company has issued and outstanding, convertible debt totaling $375,925, $375, 925, and $306,950, which were issued and held by unrelated third parties. As of November 30, 2014, these debts were all due on demand, bear interest at the rates between 8% and 12%per annum, and are convertible at a discount to the stocks market price of between 15% and 55%, based on a look back period of between 10 and 30 days prior to conversion. Combined, these convertible instruments can be converted into 166,457,353 and 177,427,343 shares of common stock as of November 30, 2014 and 2013, respectively, and 39,330,275 (as adjusted for the April 2013 reverse split of 1:125) shares as of November 30, 2012. During the years ended November 30, 2013 and 2012 the Company issued a total of 2,683,121 shares on the conversion of $16,056, and 11,633,358 on the conversion of $236,124 convertible debentures and accrued interest, respectively. The following table provides a summary of the changes in the Company’s convertible notes, as of November 30, 2014, 2013 and 2012: November 30, 2014 November 30, 2013 November 30, 2012 Prior year balance forward $ 375,925 $ 306,950 $ 340,805 Issuance of new convertible notes - - - Reclass from loan payable into convertible loan payable - - 134,720 Conversion of interest to convertible note - 85,000 - Unamortized debt discount - - - Penalty on defaulted debentures - - 53,750 Conversion of notes - (16,025) (222,325) Balance at November 30 (Restated) $ 375,925 $ 375,925 $ 306,950 For the years ended November 30, 2014, 2013, and 2012, interest expense attributable to convertible debentures was $18,167, $103,260, and $75,218, while accrued interest was $56,314, $38,147, and $29,887, respectively.

Derivative Liabilities

Derivative Liabilities	12 Months Ended
	Nov. 30, 2014
Notes
Derivative Liabilities	Derivative Liabilities In June 2008, the FASB finalized ASC 815, “Determining Whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock.” Under ASC 815, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The Company has determined that it needs to account for convertible debentures issued for its shares of common stock, as derivative liabilities, and apply the provisions of ASC 815. The instruments have a ratchet provision that adjust either the exercise price and/or quantity of the shares as the conversion price equals to variable % of the "market price" at the time of conversion, as a result, the instruments need to be accounted for as derivative liabilities. In accordance with ASC 815, these convertible debentures have been re-characterized as derivative liabilities. ASC 815, “Accounting for Derivative Instruments and Hedging Activities” (“ASC 815”) requires that the fair value of these liabilities be re-measured at the end of every reporting period with the change in fair value reported in the statement of operations. The fair value of the derivative liabilities was measured using the Black-Scholes option pricing model. At November 30, the fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: November 30, 2014 November 30, 2013 November 30, 2012 (1) dividend yield 0% 0% 0% (2) expected volatility 377.67% 571.39% 450.94% (3)weighted average risk-free interest rate 4% 5% 11% to 13% (4) expected life 0.25 year 0.25 year 0.25 to 0.92 year (5)estimated fair value of the Company’s common stock per share $ 0.004 $ 0.005 $ 0.0002 There were no new convertible debentures issued during the fiscal years ended November 30, 2014, 2013 and 2012. The following table represents the Company’s debt derivative liability activity for the year ended: November 30, 2014 November 30, 2013 November 30, 2012 Beginning balance $ 802,153 $ 870,433 $ 489,063 Derivative liabilities recorded - - - Derivative liabilities converted - - - Unrealized (gain) loss attributable due to the change in liabilities (303,211) (68,280) 381,370 Ending balance $ 498,942 $ 802,153 $ 870,433 For the years ended November 30, 2014, 2013 and 2012, the Company recorded a derivative liability in the amount of $498,942, $802,153, and $870,433, respectively. This derivative liability is a result of the embedded conversion features of the debt to convert into 236,445,529 shares, at fixed prices ranging from $0.00166 to $0.00220 per share. The liability was recorded at the fair market value, which estimated value, was based upon the remaining contractual life of the convertible notes payable (the host instrument), using the Black-Sholes pricing model, and since these earlier notes had reached maturity and were now due on demand the intrinsic value was also considered. The conversion exceeded the market price accordingly the intrinsic value was also zero. Accordingly, the reclassification of the value of these derivatives had no impact on the Company’s financial statements.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Nov. 30, 2014
Notes
Related Party Transactions	Related party transactions Our officers have from time to time lent money to the Company. At November 30, 2014, 2013 and 2012, they had a balance owed to them of $1,384, $1,384, and $1,025, respectively. The balances do not bear interest and are due on demand.

Accrued Compensation

Accrued Compensation	12 Months Ended
	Nov. 30, 2014
Notes
Accrued Compensation	Employment Contracts In September 2010, the Company entered into five-year Employment Contracts with its three employees. Below is a summary of the basic terms of the Agreements: Base Salary for the CEO and CFO $ 120,000 per year Base Salary for Investor relations $ 100,000 per year The officers received stock grants in connection with the contracts of: CEO 1,500,000 common shares CFO 1,000,000 common shares Investor relations 1,000,000 common shares 4% annual increases in Base Salary Bonus provision if and when the Company reaches profitability Other normal benefits provided such as health insurance as negotiated by the Company

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Nov. 30, 2014
Notes
Commitments and Contingencies	Commitments and Contingencies A consulting agreement between the Company and Internet Marketing Solutions, Inc. (IMS) provides that IMS will receive a Consulting Fee of ten percent (10%) of the gross value of any project introduced by IMS including cash, stock and stock purchase warrants. As of November 30, 2014, there were no transactions consummated that would have triggered such payment and none are currently contemplated. The consulting agreement between the Company and Internet Marketing Solutions, Inc. has been terminated under the clauses stipulated in the contract as of November 9 th Litigation From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Material Equity Instruments

Material Equity Instruments	12 Months Ended
	Nov. 30, 2014
Notes
Material Equity Instruments	Material Equity Instrumen ts The Company evaluates preferred stock series A, B & C and other contracts (convertible promissory note payable) to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for under the relevant sections of ASC 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity (“ASC 815”). Certain of the Company’s embedded conversion features on debt are treated as derivative liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that permits a sequencing approach based on the use of ASC 840-15-25 which provides guidance for contracts that permit partial net share settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1) earliest issuance date or (2) latest maturity date. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the earliest maturity date sequencing method to reclassify outstanding contracts as derivative instruments. These contracts are recognized currently in earnings until such time as the convertible notes or preferred stock are exercised, expire, the related rights have been waived and/or the authorized share capital has been amended to accommodate settlement of these contracts. These instruments do not trade in an active securities market. As of November 30, 2014, 2013 and 2012, the Company has recorded a derivative liability of $498,942, $802,153 and $870,433, respectively. This derivative liability is a result of the embedded conversion features of the $375,925 in debt to convert into 236,445,529 shares, at fixed prices ranging from $0.00166 to $0.00220 per share. The liability was recorded at the fair market value, which estimated value, was based upon the remaining contractual life of the convertible notes payable (the host instrument), using the Black-Sholes pricing model, and since these earlier notes had reached maturity and were now due on demand the intrinsic value was also considered. The conversion exceeded the market price, accordingly the intrinsic value was also zero. Accordingly, the reclassification of the value of these derivatives had no impact on the Company’s financial statements. In addition, the Company has issued and outstanding a total of 3,000 shares of Series A Preferred, which is convertible into Common Stock at 1,000:1 and 87,500 shares of Series B Preferred, which is convertible into Common Stock at 5,000:1. Combined, these Preferred Shares could be converted into 440,500,000 shares of Common Stock. Upon analysis, there was no additional adjustment of the derivative liability required regarding these potential conversions.

Subsequent Events

Subsequent Events	12 Months Ended
	Nov. 30, 2014
Notes
Subsequent Events	Subsequent Events The Company evaluated subsequent events through the date this filing was completed, noting the following: On January 26, 2015, the Company acquired Vitall, Inc. a company which has developed and is marketing a Smartwatch dedicated to the burgeoning health and wellness industry which offers a telephone, a blood pressure monitor, a heart rate monitor, fitness application, and has an emergency help button. Under the terms of the Agreement, the Company agreed to a share exchange in which: Settlements with various debt holders in which prior officers, directors, preferred shareholders, and current common shareholders would receive twenty-five percent (25%) of the post-merger issued and outstanding shares; and Vitall, Inc. shareholders would receive seventy-five percent (75%) of the post-merger issued and outstanding shares. The Company changed its name to CaerVision Global, Inc. On March 17, 2015, Vitall, Inc. terminated the merger agreement due to non-performance on the part of the Company. As a result, the name CaerVision Global, Inc. was surrendered back to its original owner. On June 12, 2015, the Company consummated a Share Exchange with Amgentech, Inc., a Florida corporation. Under the terms of the Share Exchange, the holders of Amgentech received 50,888 shares of CaerVision 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 5,000 shares of common stock (254,440,000 shares total) and has voting rights of 5,000 per share (254,440,000 votes). As a result of this transaction, Amgentech became a wholly-owned subsidiary of the Company with control transferring to the previous owners of Amgentech. Amgentech elected to be treated as the successor issuer for SEC reporting and accounting purposes. The Share Exchange was accounted for as a reverse 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 was the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Share Exchange were those of Amgentech and was recorded at the historical cost basis of Amgentech, and the consolidated financial statements after completion of the Share Exchange included the assets and liabilities of the Company and Amgentech, historical operations of Amgentech and operations of the Company from the closing date of the Share Exchange . Subsequent to November 30, 2014, the Company converted a total of $42,585 in convertible debt and accrued interest owed to unaffiliated third party accredited investors into 10,302,905 shares of restricted common stock. Between February 2015 and October 28, 2015, the Company issued 72,780,000 common shares to unaffiliated third party accredited investors in connection with the conversion of 14,556 shares of Preferred Series B Shares. The Company issued 12,130,729 shares of restricted common stock on the conversion of $19,373 in notes payable held by unaffiliated third parties. The Company issued 4,007,146 shares of restricted common stock to third parties for services rendered valued at $5,000. In July 2015, the Company entered into an agreement with Next Group Holdings pursuant to which Next Group agreed to provide a virtual call processing platform for telecommunications, a web portal and sales portal. In exchange, the Company agreed to pay $50,000 and use Next Group as its provider for local and international voice, data, and text services as part of its operational platform. On September 4, 2015, the Company issued 100,000 shares of Series C Preferred Stock to the Company’s CEO in exchange for services rendered to the Company. The Series C Preferred are non-convertible and have voting rights equal to 10,000 votes of common stock per share.

Fair Value Measurements_ Schedu

Fair Value Measurements: Schedule of Derivative Liabilities at Fair Value (Tables)	12 Months Ended
	Nov. 30, 2014
Tables/Schedules
Schedule of Derivative Liabilities at Fair Value	The following table provides the assets and liabilities carried at fair value measured on a recurring and non-recurring basis as of November 30, 2014, 2013 and 2012: Fair Value Measurements Quoted prices Significant Total Carrying in active other Significant Value at markets observable unobservable November 30, 2014 (Level 1) inputs (Level 2) inputs (Level 3) November 30, 2014 $ 498,942 $ - $ - $ 498,942 November 30, 2013 $ 802,153 $ - $ - $ 802,153 November 30, 2012 $ 870,433 $ - $ - $ 870,433

Fair Value Measurements_ Sche33

Fair Value Measurements: Schedule of (Gains) Losses on Derivative Liabilities included in Earnings (Tables)	12 Months Ended
	Nov. 30, 2014
Tables/Schedules
Schedule of (Gains) Losses on Derivative Liabilities included in Earnings	The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): November 30, 2014 November 30, 2013 November 30, 2012 Beginning balance $ 802,153 $ 870,433 $ 489,063 Derivative liabilities recorded - - - Derivative liabilities converted - - - Unrealized (gain) loss attributable due to the change in liabilities (303,211) (68,280) 381,370 Ending balance $ 498,942 $ 802,153 $ 870,433 The fair value of the derivative liabilities was calculated using the Black-Scholes Option Pricing model under the assumptions detailed in Note 8. Gains and losses (realized and unrealized) included in earnings (to change in fair value of derivative liability) for the years ended November 30, 2014, 2013 and 2012, are reported in other expenses as follows: November 30, 2014 November 30, 2013 November 30, 2012 (Gain) Loss on derivative liabilities recorded during the period $ - $ - $ - Debt discount attributable to derivative liabilities recorded - - - Derivative liabilities converted during the period - - - Unrealized (gain) loss attributable due to the change in liabilities (303,210) (68,280) 381,370 Net unrealized (gain) loss included in earnings $ (303,210) $ (68,280) $ 381,370

Income Taxes_ Schedule of Effec

Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)	12 Months Ended
	Nov. 30, 2014
Tables/Schedules
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of income taxes at statutory rates with the reported income taxes is as follows: Period ended November 30, 2014 2013 2012 Income tax benefit at Federal statutory rate of 35% $ 78,824 $ 901,336 $ 396,271 State Income tax benefit, net of Federal effect 11,261 128,762 56,610 Permanent differences 121,284 27,312 (152,548) Change in valuation allowance (211,368) (1,057,411) (300,333) $ - $ - $ -

Income Taxes_ Schedule of Compo

Income Taxes: Schedule of Components of Deferred Income Tax Assets (Tables)	12 Months Ended
	Nov. 30, 2014
Tables/Schedules
Schedule of Components of Deferred Income Tax Assets	The significant components of the Company's deferred income tax assets are as follows: As at November 30 2014 2013 2012 Net Operating losses $ 6,676,400 $ 6,468,400 5,412,400 Asset Impairment - 2,000,000 - Valuation allowance (6,676,400) (8,468,400) (5,412,400) $ - $ - $ -

Derivative Liabilities_ Schedul

Derivative Liabilities: Schedule of Debt Derivative Liability Activity For The Years Ended (Tables)	12 Months Ended
	Nov. 30, 2014
Tables/Schedules
Schedule of Debt Derivative Liability Activity For The Years Ended:	The fair value of the derivative liabilities was measured using the Black-Scholes option pricing model. At November 30, the fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: November 30, 2014 November 30, 2013 November 30, 2012 (1) dividend yield 0% 0% 0% (2) expected volatility 377.67% 571.39% 450.94% (3)weighted average risk-free interest rate 4% 5% 11% to 13% (4) expected life 0.25 year 0.25 year 0.25 to 0.92 year (5)estimated fair value of the Company’s common stock per share $ 0.004 $ 0.005 $ 0.0002 There were no new convertible debentures issued during the fiscal years ended November 30, 2014, 2013 and 2012. The following table represents the Company’s debt derivative liability activity for the year ended: November 30, 2014 November 30, 2013 November 30, 2012 Beginning balance $ 802,153 $ 870,433 $ 489,063 Derivative liabilities recorded - - - Derivative liabilities converted - - - Unrealized (gain) loss attributable due to the change in liabilities (303,211) (68,280) 381,370 Ending balance $ 498,942 $ 802,153 $ 870,433