United States securities and exchange commission logo
January 10, 2022
William Sanchez
President and Chief Executive Officer
Telco Cuba, Inc.
454 South Yonge Street
Suite 7C
Ormond Beach, Florida 32174
Re: Telco Cuba, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed December 17,
2021
File No. 024-11611
Dear Mr. Sanchez:
We have reviewed your amended offering statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 13, 2021 letter.
Form 1-A/A filed December 17, 2021
Risk Factors
A large part of our revenues are dependent on our limited number of
clients..., page 4
1. We note your response
to prior comment 1. Please disclose the material terms of any
agreements you have
with Jace, Inc. and file such agreements as exhibits, or tell us why
this is not required.
William Sanchez
FirstName
Telco Cuba,LastNameWilliam Sanchez
Inc.
Comapany
January 10,NameTelco
2022 Cuba, Inc.
January
Page 2 10, 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of operations for nine months ended August 31, 2021 and 2020
(unaudited), page 25
2. We note that revenues and other income increased in 2021 as compared
to 2020 and that
the discussion states that revenues and other income decreased. Please
revise the
discussion to explain the increase from period to period.
3. We note that you recorded a net loss for each of the interim periods
presented. Please
revise the discussion of Income/Loss to address the change in net loss
rather than the
change in net income.
Executive Compensation, page 33
4. Please disclose executive compensation for the fiscal year ended
November 30, 2021.
Financial Statements - August 31, 2021 and 2020 (unaudited), page F-2
5. Please revise the heading on pages F-2, F-3, F-4 and F-5 to refer to
the registrant, Telco
Cuba rather than Solidus Communications, Inc. or alternatively, if the
name of the
registrant has been changed as noted on page F-6, please revise all
references to the
registrant's name throughout the document to refer to Solidus
Communications, Inc.
6. Please change the heading on page F-4 to Condensed Consolidated
Statements of Cash
Flows. Please revise Note 2 on page F-7 to refer to cash and cash
equivalents and change
the note heading accordingly.
7. We note on the statements of operations that General and
Administrative expense totaled
$486,413 for the nine months ended August 31, 2021 but that the
non-cash transaction
disclosure on page F-4 includes an item for Common stock issued for
professional
services of $581,695. Please revise to correct the amounts.
8. We note that Interest expense for the nine months ended August 31,
2021 totaled $938
and accrued interest as of November 30, 2020 was $101,192 on page
F-28. We also note
that the non-cash disclosure on page F-4 includes a line item for
Additional paid-in-capital
adjustments due to interest write-off of $931,295. Please correct the
amounts and explain
the differences in the notes to the financial statements.
9. Please revise the non-cash disclosure for Stock issued in connection
with conversion of
debentures to disclose the dollar value rather than the number of
shares issued and ensure
dollar amounts presented are reflected on the statements of changes in
stockholders' equity
in a consistent manner.
10. Refer to your response to our previous comment 9. Since you
consolidate Amgentech, it
appears that Amgentech's significant customer, Jace, Inc., would also
be a significant
customer of the consolidated registrant. Please revise the disclosure
on pages F-7 and F-
23 or alternatively provide us with a detailed analysis of revenues
from Amgentech and
your other subsidiaries that supports your conclusion that the
revenues from Jace, Inc. is
William Sanchez
Telco Cuba, Inc.
January 10, 2022
Page 3
not significant to the consolidated financial statements.
11. Refer to your response to our previous comment 10. We reiterate the
comment to clarify
on pages F-12 and F-26 what voting rights holders of the Series B and C
Preferred Stock
have prior to conversion.
12. Refer to your response to our previous comment 11. We note that you
characterize the
liability as Related party payroll and loan. Please revise to classify
the payroll due to a
related party that are due on demand to current liabilities for all
periods presented or
include detailed disclosure that describes any agreement with the related
parties that
would support a long-term liability classification on the balance sheet.
13. Refer to your response to our previous comment 12. We note that you have
included
expanded disclosure of your acquisition of Advanced Satellite Systems,
Inc. on pages F-
14 and F-28. Please expand the disclosure to also include the amounts of
revenue and
earnings of the acquiree since the acquisition date and pro forma
supplemental
information pursuant to ASC 805-10-50-2(h). Please also provide financial
statements of
Advanced Satellite Systems, Inc. required pursuant to Regulation 8-04 for
Tier 1
Offerings on Form 1-A or supplementally provide us with an analysis that
indicates that
financial statements of Advanced Satellite Systems, Inc. are not
significant.
General
14. You state that you are a "holding company specializing in the acquisition
of high value
technology related companies" and that you are "amassing a portfolio of
high value
companies in the technology, telecom, and cannabis space." Rule 251(b)(3)
provides that
Regulation A is not available for issuers of securities that have
indicated that their
business plan is to merge with or acquire an unidentified company or
companies. Please
provide us with an analysis as to how you are eligible to conduct this
offering under
Regulation A.
You may contact Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
Littlepage, Accounting Branch Chief, at if you have questions regarding
comments on the
financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at
(202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
FirstName LastNameWilliam Sanchez
Division of
Corporation Finance
Comapany NameTelco Cuba, Inc.
Office of
Technology
January 10, 2022 Page 3
cc: Brett Alan Verona
FirstName LastName