Telco Cuba (SLDC) 10-Q/A 30 Dec 15 2015 Q2 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	6 Months Ended
	May. 31, 2015	Dec. 30, 2015
Document and Entity Information:
Entity Registrant Name	Telco Cuba, Inc..
Document Type	10-Q
Document Period End Date	May 31, 2015
Trading Symbol	qban
Amendment Flag	true
Amendment Description	Amendment 2
Entity Central Index Key	1,427,644
Current Fiscal Year End Date	--11-30
Entity Common Stock, Shares Outstanding		123,106,039
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	2,015
Document Fiscal Period Focus	Q2

BALANCE SHEETS

BALANCE SHEETS - USD ($)	May. 31, 2015	Nov. 30, 2014
CURRENT ASSETS:
Cash	$ 2	$ 2
TOTAL CURRENT ASSETS	2	2
TOTAL ASSETS	2	2
CURRENT LIABILITIES:
Accounts Payable, Current	99,983	101,390
Accrued Liabilities, Current	518,477	447,402
Accrued payroll	1,297,949	1,297,949
Convertible debentures	336,810	375,925
Notes payable	2,233,332	2,233,332
Due to former CEO	16,022	17,476
Due to Related Parties, Noncurrent	1,384	1,384
Derivative liability	921,814	498,942
TOTAL CURRENT LIABILITIES	5,425,771	4,973,800
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred A Stock	3	3
Preferred B Stock	83	88
Common Stock	46,288	15,885
Additional paid-in capital	12,395,256	12,384,985
Deficit accumulated during the exploration stage	(17,867,399)	(17,374,759)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(5,425,769)	(4,973,798)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 2	$ 2

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) - USD ($)	May. 31, 2015	Nov. 30, 2014
Balance Sheet (Parenthetical)
Convertible debentures	$ 336,810	$ 375,925
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, authorized	500,000,000	500,000,000
Common Stock, issued	46,288,164	15,885,259
Common Stock, outstanding	46,288,164	15,885,259
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, authorized	1,000,000	1,000,000
Preferred A Stock, authorized	100,000	100,000
Preferred A Stock, issued	3,000	3,000
Preferred A Stock, outstanding	3,000	3,000
Preferred B Stock, authorized	100,000	100,000
Preferred B Stock, issued	85,968	87,500
Preferred B Stock, outstanding	85,968	87,500
Preferred C Stock, authorized	100,000	100,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014
OPERATING EXPENSES:
General and administrative		$ 93,291		$ 185,493
Foreign exchange (gain) loss	$ 148	748	$ (2,863)	(788)
TOTAL OPERATING EXPENSES	148	94,039	(2,863)	184,705
OPERATING (LOSS) INCOME	(148)	(94,039)	2,863	(184,705)
INTEREST EXPENSE	21,862	46,316	72,631	92,030
CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY	184,700	(67,943)	422,872	126,401
NET LOSS	$ (206,710)	$ (72,412)	$ (492,640)	$ (403,136)
BASIC AND DILUTED - LOSS PER SHARE	$ (0.01)	$ 0	$ (0.02)	$ (0.03)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted	39,367,886	15,885,259	28,967,831	15,885,259

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (206,710)	$ (72,412)	$ (492,640)	$ (403,136)
Change in fair value of derivative liability			422,872	126,401
Accounts payable and accrued expenses			69,768	276,735
CASH - BEGINNING OF PERIOD			2	2
CASH - END OF PERIOD	$ 2	$ 2	2	$ 2
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued in connection with conversion of debentures			$ 39,115

Nature of Operations and Going

Nature of Operations and Going Concern	6 Months Ended
	May. 31, 2015
Notes
Nature of Operations and Going Concern	Nature of Operations and Going Concern General The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the unaudited condensed financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of May 31, 2015 and the results of operations and cash flows for the three and six month periods ended May 31, 2015 and 2014. The financial data and other information disclosed in the notes to the interim condensed financial statements related to these periods are unaudited. The results for the three and six month periods ended May 31, 2015 are not necessarily indicative of the results to be expected for any subsequent quarter or the entire year ending November 30, 2015. These unaudited condensed financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended November 30, 2014, included in the Company’s annual report on Form 10-K/A filed with the SEC on November 30, 2015. The condensed financial statements as of November 30, 2014 were derived from the audited financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America. Nature of Operations Telco Cuba Inc., (fka CaerVision Global, Inc. fka American Mineral Group Inc.) (the "Company") was incorporated in the State of Nevada on August 10, 2007 under the name American Mineral Group, Inc. 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 definitive agreement with Vitall, Inc., a Delaware corporation, whereby the Company agreed to issue 15,000,000 shares of common stock for 100% of the issued and outstanding capital of Vitall, 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. In the fiscal years ended November 30, 2014 and 2013, and for the six months ended May 31, 2015 and 2014, the Company was engaged in the exploration, development, and acquisition of mineral properties. As a subsequent event to these financial statements, 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 stock 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. The Company filed an amendment to its articles of incorporation and changed its name to Telco Cuba, Inc. On June 15, 2015, the Company appointed William Sanchez to the position of CEO, CFO, President, Treasurer and Secretary. At the same time, Erwin Vahlsing Jr., Thomas J Craft Jr. and Frederick J Puccillo Jr., resigned their positions as officers and directors of the Company. Going Concern The accompanying unaudited condensed financial statements have been prepared on the basis of accounting principles applicable to a going concern; accordingly, they do not give effect to adjustment that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and retire its liabilities in other than the normal course of business and at amounts different from those in the accompanying financial statements. As shown in the accompanying unaudited condensed financial statements, the Company incurred a net loss of $492,640 for the six months ended May 31, 2015 and has an accumulated deficit of $17,867,399 and also has working capital deficit of $5,425,769 as of May 31, 2015. Management plans to raise cash from public or private debt or equity financing, on an as needed basis and in the longer term, to generate revenues from the acquisition, exploration and development of mineral interests, if found. The Company's ability to continue as a going concern is dependent upon achieving profitable operations and/or upon obtaining additional financing. The outcome of these matters cannot be predicted at this time. The accompanying unaudited condensed financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

Accounting Principles

Accounting Principles	6 Months Ended
	May. 31, 2015
Notes
Accounting Principles	Significant Accounting Policies Accounting Principles The accounting and reporting policies of the Company conform to United States generally accepted accounting principles. 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. Through May 31, 2015, the Company had no revenues to report. Estimates The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from those reported. Foreign Currency Transaction Gains and Losses The Company’s principle operations are located in the United States through it has some prior liabilities in Canadian dollars. Accordingly, the Company has used the balance sheet conversion rate to adjust the foreign currency liability and therefor has recorded a foreign currency transaction gain or loss. Cumulative differences resulting from the fluctuation in the exchange rate are recorded as an offset to equity in the balance sheet and recorded as a component of comprehensive loss on the income statement. Accounts receivable and concentration of credit risk The Company currently has no accounts receivable, no customers, and therefore, does not currently foresee a concentrated credit risk associated with trade receivables. If and when the Company commences operations that generate revenue, the Company will evaluate the receivable in light of the collectability in the normal course of business. 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. Material Equity Instruments 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. SEC staff guidance 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 several ways: contracts may be evaluated based on (1) earliest issuance date (2) earliest maturity date, (3) latest issuance date, (4) latest maturity date or (2) equally to all instruments on a pro-rata basis. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the earliest issuance 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 May 31, 2015 and November 30, 2014, the Company has recorded a charge for the derivative liability of $921,814 and $498,942, respectively. This derivative liability is a result of the embedded conversion features of the $336,810 in debt to convert into 150,159,436 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 are convertible into Common Stock at 1,000:1 and 83,480 shares of Series B Preferred, which are convertible into Common Stock at 5,000:1. Combined, these Preferred Shares could be converted into 420,400,000 shares of Common Stock. However, 50,888 shares of Series B preferred (convertible into 254,440,000 shares of common stock) are held by the Company’s chief executive and are subject to a lock up agreement that precludes their conversion. Upon analysis, there was no additional adjustment of the derivative liability required regarding these potential conversions.

Cash and Cash Equivalents

Cash and Cash Equivalents	6 Months Ended
	May. 31, 2015
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.

Earnings (loss) Per Common Shar

Earnings (loss) Per Common Share	6 Months Ended
	May. 31, 2015
Notes
Earnings (loss) Per Common 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. At May 31, 2015, the Company has convertible notes outstanding totaling $336,810 which, if converted at current market prices, would result in 150,159,436 new dilutive common shares. The Company also has 3,000 shares of Preferred A and 83,480 shares of Preferred B which if converted would result in 420,400,000 new dilutive common shares.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	May. 31, 2015
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 May 31, 2015 and November 30, 2014: Fair Value Measurements at May 31, 2015 Total Carrying Valued at May 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liabilities $ 921,814 $ - $ - $ 921,814 Fair Value Measurements at November 30, 2014 Total Carrying Value at November 30, 2014 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liabilities $ 498,942 $ - $ - $ 498,942 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): May 31, 2015 November 30, 2014 Beginning balance $ 498,942 $ 802,153 Derivative liabilities recorded - - Derivative liabilities converted - - Unrealized loss (gain) attributable to the change in liabilities still held 422,872 (303,211) Ending balance $ 921,814 $ 498,942 The fair value of the derivative liability was calculated using the Black-Scholes Option Pricing model. Gains and losses (realized and unrealized) included in earnings (to change in fair value of derivative liability) for the six months ended May 31, 2015 and 2014, are reported in other expenses as follows: May 31, 2015 May 31, 2014 (Gain) Loss on derivative liabilities recorded during the period $ - $ - Debt discount attributable to derivative liabilities recorded - - Derivative liabilities converted during the period - - Unrealized loss attributable to the change in liabilities still held 422,872 126,401 Net unrealized loss included in earnings $ 422,872 $ 126,401 The Company did not have any Level 1 or Level 2 assets or liabilities as of May 31, 2015 or November 30, 2014, and had Level 3 liabilities consisting of notes payable. The carrying amount of the notes payable at May 31, 2015 and November 30, 2014, 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 May 31, 2015 and November 30, 2014, 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. In addition, FASB ASC 825-10-25 Fair Value Option was effective at the time of adoption. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

Derivative Liabilities

Derivative Liabilities	6 Months Ended
	May. 31, 2015
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. As of May 31, 2015, the Company had convertible preferred stock and notes with embedded conversion features and the Company did not, at the date of valuation of these instruments, have a sufficient number of authorized and available shares of common stock to settle the outstanding contracts which triggered the requirement to account for these instruments as derivative financial instruments until such time as the Company has sufficient authorized shares. At May 31, 2015 and November 30, 2014, the fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: May 31, 2015 November 30, 2014 (1) dividend yield 0% 0% (2) expected volatility 327.51% 377.67% (3) weighted average risk-free interest rate 1% 4% (4) expected life 0.25 year 0.25 year (5) the Company’s common stock price per share $ 0.0025 $ 0.004 The fair value of the derivative liabilities was measured using the Black-Scholes option pricing model. At May 31, 2015, the Company reevaluated the derivative liability based on the fair value assumptions for the convertible debt that it had entered into in previous years. As of May 31, 2015, the derivative liability was $921,814. The following table represents the Company’s debt derivative liability activity for the periods presented: May 31, 2015 November 30, 2014 Beginning balance $ 498,942 $ 802,153 Derivative liabilities recorded - - Derivative liabilities converted - - Unrealized loss (gain) attributable to change in liabilities 422,872 (303,211) Ending balance $ 921,814 498,942 The derivative liability results from the embedded conversion features of the debt to convert into 150,159,436 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.

Notes Payable

Notes Payable	6 Months Ended
	May. 31, 2015
Notes
Notes Payable	Notes Payable During prior years, the Company borrowed from a non-affiliated accredited investor of $233,332. The Notes carry interest at a rate of 15% per annum and are 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. As of May 31, 2015 the outstanding balance was $1,500,000. The Notes carry interest at a rate of 8% per annum and is due five years from the date of issuance. Further, the Company also had accrued payable of $500,000 associated with the purchase of the Grand Chenier lease. As of May 31, 2015 and November 30, 2014, the Company had total notes payable of $2,233,332 and $2,233,332 outstanding, respectively, which was owed to unrelated third parties. Convertible Debentures There were no new convertible debentures issued in the six months ended May 31, 2015 or in the fiscal year ended November 30, 2014. As of March 31, 2015, 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 150,159,436 and 166,457,353 shares of common stock as of May 31, 2015 and November 30, 2014, respectively. In the six months ended May 31, 2015, Asher Enterprises, a holder of convertible debentures, converted $40,670 of convertible debentures and accrued interest into 10,302,905 common shares. As of May 31, 2015 and November 30, 2014, the Company has convertible debenture balances of $336,810 and $375,925, respectively.

Related Party Transactions

Related Party Transactions	6 Months Ended
	May. 31, 2015
Notes
Related Party Transactions	Related party transactions Our officers have from time to time lent money to the Company. At May 31, 2015 and November 30, 2014, they had a collective balance owed to them of $1,384 and $1,384, respectively. The balances do not bear interest and are due on demand.

Capital Stock

Capital Stock	6 Months Ended
	May. 31, 2015
Notes
Capital Stock	Capital Stock a) Authorized 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. On January 25, 2013, the Company filed an amendment to its articles of incorporation to designation 100,000 preferred shares as Series A preferred stock which have a conversion rate to common shares of 1 for 1,000. The amendment also designated 100,000 shares of preferred stock as Series B preferred stock which have a conversion rate to common shares of 1 for 5,000. b) Share Issuances There were no share issuances in the fiscal year ended November 30, 2014. In the six months ended May 31, 2015, the Company issued a total of 30,402,905 shares of common stock, as follows: · ·

Subsequent Events

Subsequent Events	6 Months Ended
	May. 31, 2015
Notes
Subsequent Events	Subsequent Events Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist other than listed below. 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 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 stock 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. Subsequent to May 31, 2015, the Company converted a total of $19,373 in convertible debt and notes payable owed to unaffiliated third party accredited investors into 12,130,729 shares of restricted common stock. Subsequent to May 31, 2015, the Company issued 60,680,000 common shares to unaffiliated third party accredited investors in connection with the conversion of 12,136 shares of Series B Preferred stock. In September 2015, 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.

Acquisition of Working Interest

Acquisition of Working Interest	6 Months Ended
	May. 31, 2015
Notes
Acquisition of Working Interest	Mineral Property 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. As a result of the share exchange agreement with Telco Cuba in June 2015, the Company has determined that the oil and gas assets no longer fit with the long-term business strategy and the Company is, accordingly, seeking a suitable buyer for these assets. In prior years, the Company recorded a 100% reserve against the value of the mineral assets given the probability of being able to bring these assets into production.

Income Taxes

Income Taxes	6 Months Ended
	May. 31, 2015
Notes
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, formerly SFAS No. 109, Accounting for Income Taxes, Accounting for Uncertainty in Income Taxes, The Company adopted the provisions of ASC Topic 740, formerly FIN No. 48 on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with Statement of Financial Accounting Standards No. 5, Accounting for Contingencies. The Company is subject to income taxes in the U.S. federal jurisdiction and that of South Africa. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for the years before April 1, 2007. The Company is not currently under examination by any federal or state jurisdiction. The Company’s policy is to record tax-related interest and penalties as a component of operating expenses.

Reclassifications

Reclassifications	6 Months Ended
	May. 31, 2015
Notes
Reclassifications	Reclassifications Certain prior year financial statement balances have been reclassified to conform to the current year presentation. These reclassifications had no effect on the recorded net loss. Restatement of Previously Issued Financial Statements The Company has restated its un-audited financial statement for the periods ended May 31, 2015 and 2014. The table below highlights the material changes to the financial statements: For the six months ended May 31, 2015 – Balance Per Adjusted Statements Adjustments Balance Previously Reported Total Other Assets $ - $ 2,000,000 (8) $ 2,000,000 Total Current Liabilities $ 5,425,770 $ 3,019,814 (1) $ 2,405,956 Common Stock $ 46,288 $ 5,850 (2) $ 40,438 Additional Paid-in Capital $ 12,395,256 $ 500,849 (3) $ 12,896,105 Accumulated Deficit $ 17,867,399 $ 3,016,839 (4) $ 14,850,560 Operating Expenses $ (2,863) $ (2,863) (5) $ - Interest Expense $ 72,631 $ 51,563 (6) $ 21,068 Change in Fair Value of Derivative Liability $ 422,872 $ 422,872 (7) $ - Net Income (Loss) $ (492,640) $ 477,435 $ (18,205) 1) Change in current liabilities represents an increase in accrued liabilities of $205,869, an increase in convertible debentures of $134,255, an increase in notes payable of $1,950,000, and an increase in derivative liability of $729,690. 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 reflects the reclassification of preferred stock issuable as note payable. 4) Change in accumulated deficit reflects the combination of changes in the six months ended May 31, 2015, the year ended November 30, 2014 plus changes of $2,828,334 in prior periods. 5) Change in operating expenses reflects the reclassification of foreign exchange loss to general and administrative expenses. 6) Change in interest expense results from change in the amount of recorded debt outstanding during the year. 7) 8) Change in other current assets results from an impairment on the value of the oil and gas lease recorded in prior periods. For the six months ended May 31, 2014 – Adjusted Balance Adjustments Previously Reported Total Other Assets $ - $ 2,000,000 (7) $ 2,000,000 Total Current Liabilities $ 5,151,726 $ 1,288,467 (1) $ 3,863,259 Common Stock $ 15,885 $ 750 (2) $ 15,135 Additional Paid-in Capital $ 12,384,985 $ (496,000) (3) $ 12,880,985 Accumulated Deficit $ 17,552,685 $ 2,792,967 (4) $ 14,759,718 Operating Expenses $ 185,493 $ 5,294 (5) $ 190,787 Change in Fair Value of Derivative Liability $ 126,401 $ 126,401 (6) $ - Net Loss $ 403,136 $ 121,107 $ 282,029 1) Change in current liabilities represents a decrease in accrued liabilities of $31,533, an increase in convertible debentures of $134,000, an increase in notes payable of $450,000, and an increase in derivative liability of $736,000. 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 reflects the recording of preferred stock issuable. 4) Change in accumulated deficit reflects the combination of changes in the six months ended May 31, 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) 7) Change in other current assets results from an impairment on the value of the oil and gas lease. For the three months ended May 31, 2015 – Adjusted Balance Adjustments Previously Reported Operating Expenses $ 148 $ 148 (1) $ - Interest Expense $ 21,862 $ 17,579 (2) $ 4,283 Change in Fair Value of Derivative Liability $ 184,700 $ 184,700 (3) $ - Net Loss $ (206,710) $ (202,279) $ (4,431) 1) Change in operating expenses reflects the reclassification of foreign exchange loss to general and administrative expenses. 2) Change in interest expense results from change in the amount of recorded debt outstanding during the year. 3) For the three months ended May 31, 2014 – Adjusted Balance Adjustments Previously Reported Operating Expenses $ 94,039 $ 2,062 (1) $ 96,101 Change in Fair Value of Derivative Liability $ (67,943) $ (67,943) (2) $ - Net Loss $ (72,412) $ 70,753 $ (143,165) 1) Change in operating expenses reflects and adjustment to general and administrative expenses. 2)

Fair Value Measurements_ Reconc

Fair Value Measurements: Reconciliation Schedule of Derivative Liabilities at Fair Value (Tables)	6 Months Ended
	May. 31, 2015
Tables/Schedules
Reconciliation Schedule of Derivative Liabilities at Fair Value	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): May 31, 2015 November 30, 2014 Beginning balance $ 498,942 $ 802,153 Derivative liabilities recorded - - Derivative liabilities converted - - Unrealized loss (gain) attributable to the change in liabilities still held 422,872 (303,211) Ending balance $ 921,814 $ 498,942

Fair Value Measurements_ Fair V

Fair Value Measurements: Fair Value, (Gains) Losses on Derivative Liabilities included in Earnings (Tables)	6 Months Ended
	May. 31, 2015
Tables/Schedules
Fair Value, (Gains) Losses on Derivative Liabilities included in Earnings	May 31, 2015 May 31, 2014 (Gain) Loss on derivative liabilities recorded during the period $ - $ - Debt discount attributable to derivative liabilities recorded - - Derivative liabilities converted during the period - - Unrealized loss attributable to the change in liabilities still held 422,872 126,401 Net unrealized loss included in earnings $ 422,872 $ 126,401