Telco Cuba (SLDC) 10-Q 9 Feb 16 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	9 Months Ended
	Aug. 31, 2015	Jan. 28, 2016	May. 31, 2015
Document and Entity Information:
Entity Registrant Name	Telco Cuba, Inc..
Document Type	10-Q
Document Period End Date	Aug. 31, 2015
Amendment Flag	false
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	Q3
Trading Symbol	qban

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Aug. 31, 2015	Nov. 30, 2014
CURRENT ASSETS:
Cash	$ 31,805	$ 16,091
Accounts Receivable	3,689	5,690
Prepaid Expense, Current	25,000
TOTAL CURRENT ASSETS	60,494	21,781
MINERAL RIGHTS AND PROPERTIES
Fixed assets	12,644	1,645
TOTAL PROPERTY, PLANT AND EQUIPMENT	12,644	1,645
Other assets	4,569	1,632
TOTAL ASSETS	77,707	25,058
CURRENT LIABILITIES:
Accounts Payable, Current	107,185
Accrued Liabilities, Current	572,212
Accrued payroll	1,297,949
Convertible debentures	488,775
Notes payable	2,233,331
Due to former CEO	16,022
Due to Officers	72,188	15,100
Derivative liability	1,057,554
TOTAL CURRENT LIABILITIES	5,845,216	15,100
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred A Stock	3
Preferred B Stock	79	50
Common Stock	72,023
Additional paid-in capital		950
Retained Earnings (Accumulated Deficit)	(5,722,947)	8,958
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(5,650,842)	9,958
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 77,707	$ 25,058

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) - USD ($)	Aug. 31, 2015	Nov. 30, 2014
Balance Sheet (Parenthetical)
Convertible debentures	$ 372,108	$ 0
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, authorized	500,000,000	500,000,000
Common Stock, issued	72,023,543
Common Stock, outstanding	72,023,543
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, authorized	1,000,000	1,000,000
Preferred A Stock, authorized	100,000
Preferred A Stock, issued	3,000
Preferred A Stock, outstanding	3,000
Preferred B Stock, authorized	100,000	100,000
Preferred B Stock, issued	78,600	50,088
Preferred B Stock, outstanding	78,600	50,088

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2015	Aug. 31, 2014	Aug. 31, 2015	Aug. 31, 2014
Revenues
Sales Revenue, Services, Net	$ 38,747	$ 56,510	$ 125,812	$ 186,108
Revenues	38,747	56,510	125,812	186,108
Gross Profit	38,747	56,510	125,812	186,108
OPERATING EXPENSES:
General and administrative	172,055	45,098	226,077	120,517
TOTAL OPERATING EXPENSES	172,055	45,098	226,077	120,517
OPERATING INCOME (LOSS)	(133,308)	11,412	(100,575)	65,591
Nonoperating Income (Expense)
INTEREST EXPENSE	(990,665)		(990,665)
Gains (Losses) on Extinguishment of Debt	14,963		14,963
CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY	897,428		897,428
NET LOSS	$ (211,582)	$ 11,412	$ (178,849)	$ 65,591
Earnings Per Share, Basic			$ (0.01)
Earnings Per Share, Diluted			$ (0.01)	$ 0
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Weighted Average Number of Shares Outstanding, Basic	51,551,229		17,309,172
Weighted Average Number of Shares Outstanding, Diluted	51,551,229	250,440,000	17,309,172	250,440,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	9 Months Ended
	Aug. 31, 2015	Aug. 31, 2015	Aug. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss)	$ (211,582)	$ (178,849)	$ 65,591
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,108	808
Amortization of debt discount		23,333
Change in fair value of derivative liability		(897,428)
(Gain) loss on settlement of debt		(14,963)
Non-cash interest		893,168
Bad debt expense			13,333
Changes in assets and liabilities:
Increase Decrease in Prepaid expenses		(27,937)
Accounts receivable		2,001	8,633
Due to related party	1,381	1,381
Accounts payable and accrued expenses		91,483
Net cash used in operating activities		(106,703)	88,365
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		(12,107)	(3,564)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(12,107)	(3,564)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debentures		140,000
Proceeds from /(Payments) to officer		55,707
Distributions to shareholders		(61,183)	(81,276)
NET CASH PROVIDED BY FINANCING ACTIVITIES		134,524	(81,276)
NET INCREASE (DECREASE) IN CASH		15,714	3,525
CASH - BEGINNING OF PERIOD		16,091	10,381
CASH - END OF PERIOD	31,805	31,805	$ 13,906
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued in connection with conversion of debentures		5,000
Preferred stock issued in connection with share exchange		5,425,768
Stock issued on conversion of series B preferred stock		24,395
Accrued interest converted to convertible debentures		16,965
Debt discount on convertible notes	140,000	140,000
Initial derivative liability	$ 893,168	893,168
Insufficient APIC re-class to accumulated defecit		$ 81,914

Nature of Operations and Going

Nature of Operations and Going Concern	9 Months Ended
	Aug. 31, 2015
Notes
Nature of Operations and Going Concern	Nature of Operations and Going Concern 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. Until June 12, 2015, the Company was engaged exclusively in the exploration, development, and acquisition of mineral properties. Merger 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 50,088 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. 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. In accordance with Accounting Standards Codification (“ASC”) 805-10-40, Business Combinations – Reverse Acquisitions, 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. The following table Cash $ 2 Account payable (99,983) Accrued payroll (1,297,949) Convertible debenture (336,810) Accrued interest (454,477) Accrued expenses (64,000) Due to officers (17,406) Notes payable (2,233,331) Derivative liability (921,814) Total $ 5,425,768 In accordance with “reverse merger” accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the Merger will be replaced with the historical financial statements of Amgentech prior to the Merger in all future filings with the SEC, beginning with this Quarterly Report. Prior to the Merger, we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). As a result of the Merger, we ceased to be a shell company. All reference to common stock shares and per share amounts have been retroactively restated to effect the reverse acquisition as if the transaction had taken place as of the beginning of the earliest period presented. 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. General The accompanying condensed consolidated financial statements as of August 31, 2015 and for the three and nine months ended August 31, 2015 and 2014 are unaudited. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and are presented in accordance with the requirements of Rule S-X of the Securities and Exchange Commission (the "SEC") and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Our operating results for the three and nine months ended August 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending November 30, 2015. The condensed financial statements as of November 30, 2014 were unaudited. These unaudited condensed consolidated financial statements represent the financial position of Amgentech, Inc. as of November 30, 2014 and the results of operations for the three and nine months ended August 31, 2015 and 2014, as the reporting entity. For pro-forma consolidated information, refer to Note 9. 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 $178,849 for the nine months ended August 31, 2015, has an accumulated deficit of $5,722,947 and also has working capital deficit of $5,668,055 at August 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	9 Months Ended
	Aug. 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. Principles of Consolidation Telco Cuba, Inc. and its subsidiaries, are encompassed in the following entities, which have been consolidated in the accompanying financial statements: Amgentech, Inc. 100% owned by Telco Cuba, Inc. All intercompany balances have been eliminated in consolidation. 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. 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 August 31, 2015 and November 30, 2014, the Company has recorded a charge for the derivative liability of $1,057,554 and $0, respectively, associated with the $488,775 and $0 in convertible debentures outstanding. 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. In addition, the Company has issued and outstanding a total of 3,000 shares of Series A Preferred stock, which are convertible into Common Stock at 1,000:1 and 78,600 shares of Series B Preferred stock, which are convertible into Common Stock at 5,000:1. Combined, these Preferred Shares could be converted into 396,000,000 shares of Common Stock. However, 50,088 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.

Earnings (loss) Per Common Shar

Earnings (loss) Per Common Share	9 Months Ended
	Aug. 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 August 31, 2015, the Company has convertible notes outstanding totaling $488,775 which, if converted at current market prices, would result in 78,635,000 new dilutive common shares. The Company also has 3,000 shares of Series A Preferred stock and 78,600 shares of Series B Preferred stock which if converted would result in 396,000,000 new dilutive common shares.

Cash and Cash Equivalents

Cash and Cash Equivalents	9 Months Ended
	Aug. 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.

Revenue Recognition

Revenue Recognition	9 Months Ended
	Aug. 31, 2015
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.

Use of Estimates

Use of Estimates	9 Months Ended
	Aug. 31, 2015
Notes
Use of Estimates	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 Translation

Foreign Currency Translation	9 Months Ended
	Aug. 31, 2015
Notes
Foreign Currency Translation	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 Allowan

Accounts Receivable and Allowance For Doubtful Accounts	9 Months Ended
	Aug. 31, 2015
Notes
Accounts Receivable and Allowance For Doubtful Accounts	Accounts receivable and concentration of credit risk The Company currently has accounts receivable of $3,689 which is spread out over multiple customers, and therefore, does not currently foresee a concentrated credit risk associated with trade receivables. If and when the Company experiences a marked increase in trade receivables, we will evaluate the receivable in light of the collectability in the normal course of business.

Income Taxes

Income Taxes	9 Months Ended
	Aug. 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. 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.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Aug. 31, 2015
Notes
Fair Value Measurements	Fair Value Measurements Valuation Hierarchy ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Items recorded or measured at fair value on a recurring basis in the accompanying unaudited condensed consolidated financial statements consisted of the following items as of August 31, 2015: Fair Value Measurements at August 31, 2015 Total Carrying Valued at August 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liabilities $ 1,057,554 $ - $ - $ 1,057,554 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): August 31, 2015 Beginning balance $ - Derivative liabilities recorded per merger 921,814 Initial measurement at issuance date of the notes 1,033,168 Change in derivative liability during the period ended August 31, 2015 (897,428) Ending balance $ 1,057,554

Derivative Liabilities

Derivative Liabilities	9 Months Ended
	Aug. 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. At August 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: August 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 August 31, 2015, the Company reevaluated the derivative liability based on the fair value assumptions for the convertible debt. As of August 31, 2015, the derivative liability was $1,057,554. The following table represents the Company’s debt derivative liability activity for the periods presented: August 31, 2015 November 30, 2014 Beginning balance $ - $ - Derivative liabilities recorded per merger 921,814 - Initial measurement at issuance date of the notes 1,033,168 - Change in derivative liability during the period ended August 31, 2015 (897,428) - Ending balance $ 1,057,554 $ - The derivative liability results from the embedded conversion features of the debt to convert into 78,635,000 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	9 Months Ended
	Aug. 31, 2015
Notes
Notes Payable	Notes Payable During prior years, the Company borrowed $233,332 from a non-affiliated accredited investor. 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 August 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 August 31, 2015 and November 30, 2014, the Company had total notes payable of $2,233,332 and $0 outstanding which were owed to unrelated third parties. Convertible Debentures There were no new convertible debentures issued in the fiscal year ended November 30, 2014; however, certain debentures previously issued were assigned to third parties and the terms thereof were then renegotiated to modify the conversion rate from 50% to 45%, during the period ended August 31, 2015 and pursuant to the said reassignment, accrued interest worth of $16,965 was re-classed into convertible debentures and interest worth $14,963 were waived which were recorded as gain on extinguishment of debt. During the nine months ended August 31, 2015, the Company issued two notes total of $140,000 in new convertible debentures. Due to the variable conversion price associated with the above convertible debentures, the Company has determined that the conversion feature is considered a derivative liability. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. The initial fair value of the embedded debt derivative at the date of issuance was $1,033,168 allocated as a debt discount and derivatives liability. The debt discount is being amortized over the term of the convertible promissory notes. The Company recognized a charge of $23,333 for the three and nine months ended August 31, 2015 for amortization of this debt discount and as of August 31, 2015, the unamortized debt discount amounted to $116,667. In addition, the Company recorded $336,810 in convertible debentures previously issued by Telco Cuba prior to the merger with Amgentech. As of August 31, 2015, these debts 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 78,635,000 and 166,457,353 shares of common stock as of August 31, 2015 and November 30, 2014, respectively. In the nine months ended August 31, 2015, Ash Union Capital, a holder of convertible debentures, converted $5,000 of convertible debentures and accrued interest into 1,335,379 in common shares. As of August 31, 2015 and November 30, 2014, the Company has convertible debenture balances of $488,775 and $0, respectively.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Aug. 31, 2015
Notes
Related Party Transactions	Related party transactions Our officers have from time to time lent money to the Company. At August 31, 2015 and November 30, 2014, they had a collective balance owed to them of $72,188 and $15,100, respectively. The balances do not bear interest and are due on demand.

Capital Stock

Capital Stock	9 Months Ended
	Aug. 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. In the nine months ended August 31, 2015 and 2014, the company made distributions to shareholders of $61,183 and $81,276, which resulted from payments to the president and sole shareholder of Amgentech made prior to the share exchange. As part of the Merger, all of the outstanding 1,000 shares of commons stock of Amgentech were exchanged into 50,088 Series B preferred stock. b) Share Issuances There were no share issuances in the fiscal year ended November 30, 2014. In the nine months ended August 31, 2015, the Company issued a total of 25,735,379 shares of common stock, as follows: · · ·

Subsequent Events

Subsequent Events	9 Months Ended
	Aug. 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. Subsequent to August 31, 2015, the Company converted a total of $12,472 in convertible debt and notes payable owed to unaffiliated third party accredited investors into 10,795,350 shares of restricted common stock. Subsequent to August 31, 2015, the Company issued 36,280,000 common shares to unaffiliated third party accredited investors in connection with the conversion of 5,656 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. 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	9 Months Ended
	Aug. 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.

Pro-forma Consolidated Informat

Pro-forma Consolidated Information	9 Months Ended
	Aug. 31, 2015
Notes
Pro-forma Consolidated Information	Pro-forma Consolidated Information On June 12, 2015, the Company consummated a share exchange with Amgentech, Inc., the result of which was Amgentech became the successor issuer for reporting and accounting purposes. These financial statements reflect the results of operations of Amgentech from the date of the share exchange through August 31, 2015 for all periods presented exclusive of the predecessor company operations. The tables below represent the results of operations and financial position of the Company on a pro-forma consolidated basis as if the share exchange had occurred at November 30, 2014. November 30, 2014 November 30, 2014 Telco Cuba Amgentech Inc Eliminations Total Cash 2 16,091 16,093 Accounts receivable - 5,690 5,690 Security Deposit - 1,632 1,632 2 23,413 23,415 Fixed Assets - 6,416 6,416 - 6,416 6,416 Less accumulated depreciation - (4,772) (4,772) - 1,645 1,645 - - - - 2 25,058 - 25,060 Current Liabilities Accounts payable 101,390 101,390 Accrued payroll 1,297,949 1,297,949 Convertible debentures 375,925 375,925 Accrued Interest 383,401 383,401 Accrued Expenses 64,000 - 64,000 Due to Officers 18,861 15,100 33,961 Notes payable 2,233,331 2,233,331 Derivative Liability 498,942 498,942 4,973,800 15,100 4,988,900 Total Liabilities 4,973,800 15,100 4,988,900 Stockholders' Equity (Deficit) Preferred A Stock 3 3 Preferred B Stock 88 50 (50) 88 Preferred C Stock - - Common Stock 15,885 15,885 Recapitalization - (4,764,563) (4,764,563) Additional paid-in-capital 12,384,985 950 (12,385,935) - Retained Earning (17,149,549) (77,476) 17,150,549 (76,476) Net Income(Loss) (225,210) 86,434 - (138,776) Stockholders' Equity (Deficit) (4,973,798) 9,958 0 (4,963,840) Liabilities and Stockholder's Equity 2 25,058 1 25,060 Pro-forma consolidated revenues for the year ended November 30, 2014 were: November 30, 2014 November 30, 2014 Telco Cuba Amgentech Inc Eliminations Total Revenues - - Sales 246,878 - 246,878 Sales discounts - - 246,878 - 246,878 Expenses - Automobile Expenses - 15,869 - 15,869 Bank Charges - 778 - 778 Bad Debt Expenses 13,333 13,333 Depreciation Expense - 1,086 - 1,086 Insurance - 1,917 - 1,917 Interest Expenses 165,766 - - 165,766 Change in Fair Value (303,211) - - (303,211) Foreign Exchange (2,597) - - (2,597) General and Administrative - 5,096 - 5,096 Marketing - 4,238 - 4,238 Payroll Expenses - - - - Professional fees - 57,273 - 57,273 Production Expenses - 28,990 - 28,990 Other 365,251 31,862 - 397,114 225,210 160,444 - 385,653 (225,210) 86,434 - (138,776) Other Income Extinguishment of Debt - - - - - - 225,210 160,444 - 385,653 Net (loss) Income (225,210) 86,434 - (138,776)

Fair Value Measurements_ Fair V

Fair Value Measurements: Fair Value, (Gains) Losses on Derivative Liabilities included in Earnings (Tables)	9 Months Ended
	Aug. 31, 2015
Tables/Schedules
Fair Value, (Gains) Losses on Derivative Liabilities included in Earnings	August 31, 2015 November 30, 2014 Beginning balance $ - $ - Derivative liabilities recorded per merger 921,814 - Initial measurement at issuance date of the notes 1,033,168 - Change in derivative liability during the period ended August 31, 2015 (897,428) - Ending balance $ 1,057,554 $ -