QBAN Telco Cuba Inc (PK)

DESCRIPTION OF BUSINESS

Telco Cuba, Inc., fka CaerVision Global, Inc. fka American Mineral Group Minerals Inc. (the "Company" or "Telco Cuba") was incorporated under the laws of the State of Nevada on August 10, 2007.  On June 15, 2015, the Company effectuated an amendment to its articles of incorporation to change its name from CaerVision Global, Inc. to Telco Cuba, Inc. following a share exchange with Amgentech, Inc. consummated on June 12, 2015 under which the shareholders of Amgentech became the majority shareholders of the company and Amgentech elected to become the successor issuer to CaerVision Global.

This filing is the last annual filing required for the conduct of business as CaerVision Global, Inc. (see footnote on Subsequent Events).  All descriptions and information will pertain to CaerVision Global, Inc. and its operations through November 30, 2014 except as otherwise indicated.

About Our Company

Telco Cuba, Inc. (formerly CaerVision Global, Inc., fka American Mineral Group Inc.) was an early stage Mining and Exploration Company throughout the fiscal year ended November 30, 2014 and into early 2015. The company sought to acquire, develop, and manage various oil, gas, and mineral properties and resources.

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

In February 2013, the Company acquired a 28% Working Interest in the Grand Chenier oil and gas prospect in Louisiana.  The property contains an estimate 9.0 million barrels of oil and was in production until approximately 2009 when the then operator failed to manage the interests and certain repairs were not made leading to the cessation of production.  The Company believes that with approximately $2 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. During the year ended November 30, 2013, the Company impaired the full property amounting to $2 million.

In November 2014, the Company entered into negotiations to acquire Vitall, Inc. and was renamed CaerVision Global, Inc., and closed on this deal in January 2015.  The newly renamed Company had 60 days to close on a minimum $500,000 in debt or equity financing to support the new direction.  When this was not achieved, the prior owner invoked a rescission clause and terminated the transaction.

On June 12, 2015, the Company consummated a Share Exchange with Amgentech, Inc. (“Amgentech”), 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 share 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 CaerVision with control transferring to the previous owners of Amgentech.  Amgentech elected to be treated as the successor issuer to CaerVision for SEC reporting and accounting purposes.  The Company filed an amendment to its articles of incorporation and changed its name to Telco Cuba, Inc.  The Company still controls its interest in the Grand Chenier oil and gas project in Louisiana but has recorded an impairment of the asset value as of November 30, 2014 and 2013.

Telco Cuba is a cellular service provider that is targeting the Cuban demographic in the United States and intends to offer its services in Cuba when legally able to.  The vast majority of Telco Cuba’s potential subscribers are currently customers of lower-end cellular providers such as Metro PCS, Boost and Simple Mobile. Telco Cuba plans to offer low cost international rates commensurate with that of lower end cellular providers on any of its prepaid all-you-can-talk/text with and without data plans. All of Telco Cuba’s calling plans will allow international calls at similar or lower rates than competitive landline rates. Additionally, as an MVNO of Sprint, Telco Cuba will offer direct text messaging and calling to the Country of Cuba. As part of a landmark deal, Telco Cuba will offer cell phone roaming services in Cuba. In Addition to its cell phone services, Telco Cuba offers digital home phone service and will be bundling its digital and cell phone service in Q1. Currently there is no provider of these services targeting the Cuban American demographic. Telco Cuba has already received a license with the FCC, allowing it to directly peer with telephone providers outside of the United States.  This license fits into the long term plan Telco Cuba has of building out its own infrastructure. The company’s strategy is to offer different price plans with included international roaming (when available) targeted to the Cuban nation, U.S. based Cubans and travelers. The target market not only includes U.S.-based Cubans but also native Cubans worldwide. Telco Cuba has engaged IDT, the only American long distance carrier with a direct relationship with ETECSA and will be offering digital calling plans (calling cards, digital phone service, Cell phone service) targeted to the Cuban market in the states with the largest Cuban demographic: Florida, New Jersey, and Chicago.

Governmental Regulations and Environmental Compliance

The Company’s operations’ is subject to various federal regulations.  Telco Cuba has received all of the necessary licenses to operate as a cell phone service provider, digital phone service provider and calling card service provider.  In addition, The United States government has already removed many of the limitations imposed by the U.S. Department of the Treasury for doing business in Cuba. As of December 17, 2014, Telco Cuba has been able to legally export telecommunication devices and equipment to Cuba.

Plan of Operation

Telco Cuba has received the necessary licenses with the FCC and is able to offer cell phone services in the United States and abroad. The company’s strategy is to offer different price plans with included service roaming in the nation of Cuba (Available during December, 2015) targeted to the Cuban nation, U.S. based Cubans and travelers. The target market not only includes U.S.-based Cubans but also native Cubans worldwide. Telco Cuba has engaged IDT, the only American long distance carrier with a direct relationship with ETECSA and will be offering calling cards targeted to the Cuban market in the states with the largest Cuban demographic: Florida, New Jersey, and Chicago.

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

After implementation of its domestic mobile program, Telco Cuba intends to negotiate to re-establish a direct link with Cuba that will lower the company's expenses and improve connectivity with a direct service. This agreement would allow Telco Cuba to offer vastly reduced per minute price points. Additionally, cell phone roaming services in Cuba’s cell network and our Cuban centric approach already gives Telco Cuba the advantage.  The combination of U.S. to Cuba direct mobile handset communication and roaming capabilities for visitors should provide a significant competitive advantage to Telco Cuba as it seeks to enter an emerging market.

Additionally, the portfolio of services that Telco Cuba is putting together includes a money remittance/top-off service. This direct-to-consumer online service will enable anyone online to send minutes to Cuban cell subscribers or any of the more than 30 worldwide carriers. The initial phase will target the Cuban -American community in South Florida. Further, the Company’s objectives include:

Increase the subscriber base, thereby gaining an economy of scale allowing the purchase/installation of equipment in Cuba

Gain licensing in Cuba to offer services directly

Gain spectrum licensing for leasing to other services and internal use

Create a portfolio of complementary services that feed off each other, maximizing the company’s marketing dollar

Provide calling solutions including calling cards and mobile cell services to a portfolio of users/consumers in Cuba

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

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

Employees

The Company presently has 2 full-time employees, of which 0 are management and 2 are involved in operations.  We expect that as we begin rolling out new services, additional personnel will be added.  We believe that our relationship with employees is satisfactory. We have not suffered any labor problems during the last two years.  

ITEM 1A. RISK FACTORS

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

We are “Development Stage Company,” as such you cannot evaluate the investment merits of our Company based on historical performance because we have no operating history.

Our Company has no operating history since it was organized, which makes it difficult to evaluate the investment merits of our Company. We have no operating history and we did not have any business prior to our organization.  

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

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

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

As a development stage company, we have not yet generated revenue. Consequently, there is no meaningful historical operating or financial information about our business upon which to evaluate future performance.  We cannot assure generation of significant revenues, sustained profitability or generation of positive cash flow from operating activities in the future. If we cannot generate enough revenue, our business may not succeed and our Common Stock may have little or no value.

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

As of November 30, 2014, we have incurred substantial operating losses. Since we have no revenue, we have generated negative free cash flow and expect to continue to experience negative free cash flow at least through our exploration phase.  We have current liabilities of $4,973,800 and current assets of $2 at November 30, 2014, and a working capital deficiency of $4,973,798.  If we cannot meet our current liabilities, we may have to curtail or cease business operations.

In Prior Fiscal Years We Have Been The Subject Of A Going Concern For November 30, 2014, 2013 and 2012, Which Means That We May Not Be Able To Continue Operations Unless We Obtain Additional Funding.

Our independent auditors have added an explanatory paragraph to their audit report issued in connection with our financial statements for all fiscal years presented.  We have incurred losses of $225,210, $2,575,247 and $1,132,203 for the years ended November 30, 2014, 2013, and 2012, respectively, and a cumulative loss of $17,374,759.   We had a working capital deficiency of $4,973,798 at November 30, 2014.  These conditions raise substantial doubt about the Company's ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

We need to raise money to meet our general and administrative expenses, and we need to raise money to achieve our business objective to acquire other mineral properties or a target company or business. As of November 30, 2014, we had cash in the amount of $2, and current liabilities of $4,973,800. We currently do not have any operations and we have no income. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the fact that we have no business and the present financial market conditions may make obtaining additional financing difficult. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

We Could Fail To Attract Or Retain Key Personnel

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

We Are Subject To Regulation by both US and Foreign Governments

Municipalities, domestic and foreign governments may require us to obtain various permits and licenses in order to operate. Our inability to obtain the necessary permits or licenses could delay or impede the development of a revenue model, as well as force us to incur additional costs.

No Expectation of Dividends on Common Stock.

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

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

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

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

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

changes in market price of the various minerals;

quarterly variations in operating and financial results;

changes in mineral resources within the claim areas;

changes in our revenue and revenue growth rates; and

marketing and advertising.

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

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

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

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

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

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

The limited public market for our common stock may limit the ability of shareholders to sell their shares.

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

ITEM 1B UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

In February 2013, the Company acquired a 28% working interest in the Grand Chenier oil and gas prospect in Louisiana.  

Currently, Telco Cuba occupies approximately 2,000 Square Feet of office space at a cost of $2,100 a month.

ITEM 3. LEGAL PROCEEDINGS

None

ITEM 4. Mine Safety Disclosures

Not applicable  

PART II

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

As of November 2, 2015, there were approximately 110 owners of record of the Company's common stock. The Company's common stock is traded on the OTC Bulletin Board under the symbol "QBAN". Set forth below are the range of high and low bid quotations for the periods indicated as reported by the OTC Bulletin Board. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.  The following table reports high and low closing prices, on a quarterly basis, for the Company's common stock:

Penny Stock

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

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

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

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

Dividend Policy

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

Recent Sales of Unregistered Securities

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

In December 2012, the Company issued 626,667 common shares in connection with the conversion of $4,700 of convertible debentures and accrued interest.  The conversions had an average price of $0.0075 per share.

In January 2013, the Company issued 626,667 common shares in connection with the conversion of $4,700 of convertible debentures and accrued interest.  The conversions had an average price of $0.0075 per share.

In January 2013, the Company issued 680,000 common shares in connection with the conversion of $2,125 of convertible debentures and accrued interest.  The conversions had an average price of $0.0031 per share.

There were no share issuances during the fiscal year ended November 31, 2014.  

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 B Shares.  

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.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

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

Financial Condition

As of November 30, 2014, the Company had total current assets of $2 and total current liabilities of $4,973,800 for a net working capital deficit of $4,973,798. We need to raise additional money to meet our general and administrative expenses, and we need to raise money to achieve our business objectives. The additional funding will come from equity financing from the sale of Telco Cuba's common stock or the issuance of debt securities. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in Telco Cuba. The Company does not have any financing arranged and we cannot provide investors with any assurance that the Company will be able to raise sufficient funding from the sale of its common stock or debt securities.  In the absence of such financing, our business will fail.

Based on the nature of Telco Cuba's business, management anticipates incurring operating losses in the foreseeable future. Management bases this expectation, in part, on the fact that unrolling a telecommunications operation in Cuba will cost a substantial amount of money, and possibly take several years before becoming profitable. The Company’s future financial results are also uncertain due to a number of factors, some of which are outside its control. These factors include, but are not limited to:

• Telco Cuba's ability to raise additional funding;
• Telco Cuba's ability to capture market share; and
• The economic, political and legislative environment being conducive to operations.

Due to the Company’s lack of operating history and present inability to generate revenues, our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with our financial statements for 2012, 2013 and 2014 indicating substantial doubt about Telco Cuba's ability to continue as a going concern. This means that there is substantial doubt whether the Company can continue as an ongoing business for the next 12 months unless we obtain additional capital to pay our bills.

Liquidity

The Company's internal sources of liquidity will be loans that may be available from management. Although Telco Cuba has no written arrangements with its management, we expect that the officers may provide the Company with nominal liquidity, when and if it is required.

The Company’s external sources of liquidity will be private placements for equity and debt financing. There are no assurances that Telco Cuba will be able to achieve further sales of its common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue its plan of operations, then the Company will not be able to continue its operations and its business will fail.

Capital Resources

As of November 30, 2014, the Company had total assets of $2, total liabilities of $4,973,800 and a working capital deficit of $4,973,798, compared with a net working capital deficit of $4,748,588 as of November 30, 2013 and $2,189,397 as of November 30, 2012. The assets as of November 30, 2014 are comprised of cash.  Mineral rights and oil field equipment for which the Company paid $2.0 million in common stock and notes and were deemed impaired and valued at $0. The liabilities consisted mainly of accounting, audit and legal fees, convertible debentures, demand notes, officer loans, and accrued expenses.

The Company’s current cash is not sufficient to fully finance its operations at current and planned levels for the next 12 months. Management intends to manage the Company's expenses and payments to preserve cash until the Company is profitable, otherwise additional financing must be arranged. Specifically, management is deferring payments due them until such time as there is sufficient financing in place to permit their payment or the possible issuance of the Company’s stock in settlement of amounts due.

Results of Operations

We did not earn any revenues for the fiscal years ended November 30, 2014, 2013 or 2012. We do not anticipate earning revenues in the fiscal year ending November 30, 2015. We are presently in the development stage of our business and we can provide no assurance that we will be able to generate revenues from the sale of telecommunications services in the future.  During the periods presented, the Company was actively seeking to develop mineral exploration and intended to sell such reserves if and when recovered.  However, the Company was unable to secure adequate funding for exploration and recovery operations.

We incurred operating expenses in the amount of $362,654 during the fiscal year ended November 30, 2014, $404,717 during the fiscal year ended November 30, 2013, and $366,566 during the fiscal year ended November 30, 2012.  For the 2014 fiscal year, these expenses consisted mainly of general and administrative expenses. For 2013, the Company had general and administrative expenses of $404,717 and recorded a one-time impairment on the oil and gas assets of $2,000,000.  For 2012, the Company incurred $616,566 in general and administrative expenses, which was offset by $250,000 in mineral claims.

Other Income and Expense

During the years ended November 30, 2014, 2013, and 2012, the Company incurred interest expense of $165,766, $238,810, and $115,855, respectively, which was incurred on the Company’s third party debt and convertible debentures.

For the years ended November 30, 2014 and 2013, the Company recorded gain of $303,210 and $68,280, respectively, attributable to fluctuations in the valuation of the derivative liability.  For the year ended November 30, 2012, the Company recorded a loss of $381,370 for derivative liability attributable to issuing convertible debentures.

During the year ended November 30, 2012, the Company incurred amortization of debt discount of $268,413, which was incurred on the Company’s convertible debentures compared to nil for the years ended November 30, 2014 and 2013.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Material Agreements

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.

Subsequent Events

The Company evaluated subsequent events from December 1, 2014 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.  The Company amended its Articles of Incorporation to change the name to CaerVision Global, Inc.  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.

On March 17, 2015, Vitall, Inc. terminated the merger agreement due to non-performance on the part of the Company.  

On June 12, 2015, the Company consummated a Share Exchange with Amgentech, Inc., a Florida corporation.  Under the amended terms of the Share Exchange, the holders of Amgentech received 50,088 shares of the Company’s Series B Preferred stock (representing 60% of the total issued and outstanding preferred Series B) that had been previously issued to third parties in exchange for 100% of the issued and outstanding capital of Amgentech. As a result of this transaction, Amgentech became a wholly-owned subsidiary of the company and the shareholders of Amgentech became the control persons of the Company. For accounting and reporting purposes, this transaction has been treated as a “reverse merger” with Amgentech treated as the successor issuer to CaerVision. On June 15, 2015, the Company filed an Amendment to the Articles of Incorporation changing the name of the company to Telco Cuba, Inc.

Subsequent to November 30, 2014, the Company converted a total of $42,585 in convertible debt and accrued interest in to 10,302,905 shares of restricted common stock.

Between February and October 2015, the Company issued 72,780,000 common shares in connection with the conversion of 2,446 shares of Preferred B Shares.  

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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.

Critical Accounting Policies

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

Exploration Stage Company

The Company was considered to be in the exploration stage. The Company devoted substantially all of its efforts to exploring and identifying mineral properties suitable for development.

Accounting Principles

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

Mineral Property Exploration

The Company was in the exploration stage and did not realize any revenue from its mining operations.  Mineral property acquisition costs have been capitalized. Additionally, mine development costs incurred either to develop new mineral deposits and constructing new facilities were capitalized pending the commencement of operations.  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 a mineral 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."

Location / Access:

The Grand Chenier oil and gas prospect is located Cameron Parish, Louisiana.

Title / Conditions:

The Company acquired a twenty-eight percent (28%) working interest to the leases covered by the prospect.  

Geological Description / Mineralization:

The Grand Chenier oil and gas prospect is in Cameron Parish, Louisiana, an area that has been developed, mapped, and proven to contain significant petroleum and gas reserves.

The Company has a report authored by Netherland, Sewall & Associates, Inc. which analyzes the proven, probable, and possible reserves and future revenue.  The report, completed in November 2008, utilized $70 per barrel of oil and $6.84 per million BTU’s in computation of the estimates in the table below.

Background / Work Completed to date / Current Condition

The leases underlying the Grand Chenier prospect were in production until approximately 2009.   The wells and infrastructure to support production remain on the property awaiting reactivation and resumption of production.

Plant / Equipment / Improvements

Currently, there are improvements, equipment, and roadways on the site. These include a sea water disposal pump, six storage tanks, dehydration units, air compressors, process heaters, pressure regulators and well pumps.  Repairs are required to the equipment to place it back in service prior to resuming production.

Known Reserves

The estimated reserves are indicated in the table above under the heading Geological Description/Mineralization.

Subsequent to November 30, 2014, and as a result of the share exchange agreement with Amgentech, Inc. (See Note 13 – Subsequent Events, accompanying this report), and the Company determined that it was no longer economically feasible to pursue development of the oil and gas assets. Accordingly, the Company recorded an impairment of $2,000,000 for the year ended November 30, 2013 and forward.  The Company is seeking a buyer for these assets and, should such a buyer be located, the Company would record a gain on the sale of assets based on the purchase price.

Cautionary Statement Regarding Forward-Looking Statements

This annual report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "our company believes," "management believes" and similar language. These forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including those set forth in the following discussion, including under the heading "Risk Factors". Our actual results may differ materially from results anticipated in these forward-looking statements. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. In addition, our historical financial performance is not necessarily indicative of the results that may be expected in the future and we believe that such comparisons cannot be relied upon as indicators of future performance. Other important factors that could cause actual results to differ materially include the following: business conditions, the price of precious metals, ability to attract and retain personnel; the price of the Company's stock; and the risk factors set forth from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-K; its quarterly reports on Form 10-Q; and any current reports on Form 8-K. In addition, the Company disclaims any obligation to update or correct any forward-looking statements in all the Company's annual reports and SEC filings to reflect events or circumstances after the date hereof.

9

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS OF SMALLER REPORTING COMPANIES

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

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

(a) On June 1, the Company was advised that the Company’s as independent auditors, Sherb & Co., were no longer conducting business, necessitating the appointment of new independent auditors.

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

(b) On June 9, 2015, the Company engaged RBSM LLP in New York as the Company's independent accountant to audit the Company’s financial statements and to perform reviews of interim financial statements. During the fiscal years ended November 30, 2012 through November 30, 2014, neither the Company nor anyone acting on its behalf

consulted with RBSM regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by RBSM on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement with Sherb & Co. or a reportable event with respect to Sherb & Co.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of the Company's management, including the Company's principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and Rule 15d-15(e) as of the end of the fiscal years covered by this annual report. Based on that evaluation, the principal executive officer and principal financial officer believe the disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Subsequent to November 30, 2014, the Company implemented several changes to the Company's internal controls to address the deficiencies and material weaknesses that led to the previous late filings.  Chief among these changes included hiring a new independent audit firm and retaining the services of a consulting firm specializing in financial statement preparation, US GAAP, and Securities Act reporting.

Internal Control over Financial Reporting

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

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

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

ITEM 9B. OTHER INFORMATION

None

10

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

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

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

The following table sets forth information about our executive officers and directors.

These individuals resigned their positions with the Company subsequent to November 30, 2014 and in connection with the change in control resulting from the Share Exchange Agreement executed June 12, 2015.

These individuals were appointed to their positions in June 2015.

Frederick J. Pucillo, Jr. served as our President, Chief Executive Officer and Director since December 2009.  Mr. Pucillo has over twenty years’ experience serving mid-size to Fortune 100 companies in the banking and finance area, having managed a $110 million loan portfolio with 10,000 accounts, and other capital funding and business development opportunities.  Mr. Pucillo was the CFO for Atlantic Fire Protection, LLC from 2007 through 2009, and previously, was CFO for Zammido Automotive Group from 2000 through 2007.  He is thoroughly familiar with finance, cash flow analysis and budgeting, as well as negotiation of promising opportunities.  

Thomas J. Craft, Jr., is a Florida attorney, specializing in federal securities law and mergers and acquisitions. He practices securities law in Florida. Mr. Craft has more than 15 years of experience in federal securities matters as well as the public markets generally. Mr. Craft has served on the board of directors of several public companies prior to joining the Company's board of directors on November 22, 2002. Mr. Craft has served as a member of our Audit Committee since 2002 and in April 2007 Mr. Craft was appointed as a member of our Compensation Committee and Nominating Committee. Mr. Craft has served as an officer and a director of Peregrine Industries, Inc., a public reporting company, since March 2004.

William J Sanchez has served as our President, Chief Executive Officer and Chairman of the board since June 15th, 2015.  Mr. Sanchez has over 20 years’ experience serving fortune 50, 100 and smaller companies.  Mr. Sanchez has held positions at CBS Sports, Tribune Interactive, Knight Ridder, DLJ Direct and has been instrumental in the creation of several nascent companies such as Starmedia, Inc., Sportsline, USA, and Picknation, Inc.

Maria Beatriz Anez has served as our corporate secretary and public relations manager since July, 2015. Mrs. Anez has honed a career in business analysis and sales relationships. A native of Venezuela, she was part of a team that ran a highly successful health care concern. Her responsibilities included negotiating contracts with the Venezuela government, supply negotiations and public relations.

Linnette Miller is a Manager in the Tax Services practice at Daszkal Bolton LLP, with more than 20 years of experience in public accounting. She focuses on domestic and international tax planning, as well as tax compliance for companies/ individuals, including those with cross border income tax issues and income tax filing. Ms. Miller also assists companies in maximizing their assets and minimizing their liabilities through tax planning and tax efficient structuring. Prior to joining Daszkal Bolton LLP, Ms. Miller held the position of Tax and Audit Director for Chaves & Armstrong, PA, a firm with expertise in international tax, technical accounting and complex audit services. During her professional career, Ms. Miller also worked for KPMG in Panama, where she assisted companies and individuals with tax planning, tax efficient structuring and tax filing requirements.

Committees of the Board of Directors

The functions of the audit committee are currently carried out by our Board of Directors. In 2009, we hired a Chief Financial Officer.  He was subsequently appointed to the Board.  Our Board has determined that at current, we do not need an additional expert because we are a start-up exploration company and have no revenue. The cost of hiring a financial expert to act as a director of American Mineral Group and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having a financial expert on the audit committee. We do not have a compensation committee, nominating committee, executive committee of our board of directors, stock plan committee or any other committees.

Code of Ethics

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

Family Relationships

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires directors, executive officers and 10% or greater shareholders of the Company ("Reporting Persons") to file with the Securities and Exchange Commission initial reports of ownership (Form 3) and reports of changes in ownership of equity securities of the Company (Form 4 and Form 5) and to provide copies of all such forms as filed to the Company. With the exception of the CFO, who has completed his Form 3 report but which as of the date of this filing had not been filed with the Commission, he also has not completed a Form 4 to update his holdings.  Aside from this, the Company is not aware of any Reporting Persons that have failed to file reports on a timely basis.   

Mr. Pucillo has completed and filed his Form 3 indicating he was the owner of 24,156 common shares, and 12,500 Preferred B shares as of November 30, 2014.

At the time of Mr. Vahlsing’ hiring, he completed his Form 3.  It appears the Company filed it on the Canadian, SEDA system and failed to file it on the SEC’s Edgar database.  The report is being updated with current information and will be filed subsequent to the date of this report.  Mr. Vahlsing was the owner of 24,000 common shares and 12,500 Preferred B shares at the period end covered by this report.   

Significant Personnel

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

11

Nominating Committee

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

ITEM 11. EXECUTIVE COMPENSATION

To date, our directors do not currently receive and have never received any compensation for serving as a director of the Company. Effective September 2, 2010 the Company entered into Employment Agreements with our CEO, CFO, and Investor Relations.

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

Summary Compensation Table

This individual was appointed to their position on June 2015.

JMZ Alliance Group holds non-votable preferred B shares

(3) Mr. Sanchez and Ms. Anez are husband and wife. The shares shown represent a combination of direct and beneficial ownership.

The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

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

Since the beginning of the Company’s last fiscal year, no director, executive officer, security holder, or any immediate family of such director, executive officer, or security holder owing more than 5% of our shares of common stock has had any direct or indirect material interest in any transaction or currently proposed transaction, which the Company was or is to be a participant, that exceeded the lesser of (1) $120,000, or (2) 1% of the average of the Company's total assets at year end for the last two completed fiscal years.

In September 2010, the Company entered into 5-year employment agreements with its three employees.  Below is a summary of the basic terms of the Agreements:

$120,000 per year

$100,000 per year

The officers received stock grants in connection with the contracts of:

1,500,000 common shares

1,000,000 common shares

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

Subsequent to November 30, 2014, each of these employment agreements was terminated by mutual consent and without further recourse to either party.

Our CEO and CFO have from time to time lent money to the Company.  At November 30, 2014, 2013 and 2012, the balance owed to them was $1,384, $1,384, and $1,025 respectively.  The balances do not bear interest and are due on demand.

The Company's transactions with its officers, directors and affiliates have been and such future transactions will be, on terms no less favorable to the Company than could have been realized by the Company in arm's length transactions with non-affiliated persons and will be approved by a majority of the independent disinterested directors.

Directors Independence

The only independent director on our board as of November 30, 2014 was Thomas Craft, Jr., our other two directors Mr. Pucillo and Mr. Vahlsing, were not independent, pursuant to the definition of an "independent director" set forth in Rule 5605(a)(2) of the NASDAQ Manual. In summary, an "independent director" means a person other than an executive officer or employee of the issuer or any other individual having a relationship which, in the opinion of the issuer's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  

We do not have a compensation committee, nominating committee or audit committee; the functions of these committees are performed by our directors and Chief Financial Officer.

The Company is currently traded on the OTC Market Pink Sheet, which does not require that a majority of the Board be independent.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The fees billed to the Company for the fiscal years ending November 30, 201, 2013 and 2012 were as follows:

The accompanying notes are an integral part of these financial statements

F-6

Telco Cuba, Inc.

NOTES TO FINANCIAL STATEMENTS

For the Years Ended November 30, 2014, 2013 and 2012

1.   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).

The accompanying 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 financial statements, the Company incurred a net loss of $225,210 for the year ended November 30, 2014, and has an accumulated deficit of $17,374,759. 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.

2.   Significant Accounting Policies

a)   Exploration Stage Company

For all periods presented, the Company was considered to be in the exploration stage. The Company devoted substantially all of its efforts to exploring and identifying mineral properties suitable for development.

b)   Accounting Principles

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

c)   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.

d)   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.

e)    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.

f)   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:

Derivative liabilities

F-7

Telco Cuba, Inc.

NOTES TO FINANCIAL STATEMENTS

For the Years Ended November 30, 2014, 2013 and 2012

Fair Value Measurements (continued)

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):

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:

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.

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.

g)   Income Taxes

Income taxes are accounted for in accordance with the provisions of FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

F-8

Telco Cuba, Inc.

NOTES TO FINANCIAL STATEMENTS

For the Years Ended November 30, 2014, 2013 and 2012

h)    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.

i)    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.

For the years ended November 30, 2014, 2013 and 2012, the Company had no revenues to report.

j)   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.

k)   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.  

l)   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:

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.

Accumulated deficit increased due to an increase in the net loss for the year.

Operating expenses decreased due to a reduction in recorded general and administrative expenses.

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.

m)    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. 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. 

n)    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.

o)     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.

3.   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.  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:

$2,000,000

 (2,000,000)

$               -

F-10

Telco Cuba, Inc.

NOTES TO FINANCIAL STATEMENTS

For the Years Ended November 30, 2014, 2013 and 2012

4.   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”):

Par Value: $0.001

Authorized Shares: 100,000

Issued and outstanding: 3,000

Convertible into Common Stock: 1,000:1

Series B Convertible Preferred Stock (the “Series B Preferred”):

Par Value: $0.001

Authorized Shares: 100,000

Issued and outstanding: 87,500  as of 11/30/14

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.

d) Warrants and Options

For the year ended November 30, 2015, 2014 and 2013, there are no outstanding stock options and warrants.

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.

F-11

Telco Cuba, Inc.

NOTES TO FINANCIAL STATEMENTS

For the Years Ended November 30, 2014, 2013 and 2012

6.   Income Taxes

A reconciliation of income taxes at statutory rates with the reported income taxes is as follows:

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.

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.

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 2015.

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.

F-13

Telco Cuba, Inc.

NOTES TO FINANCIAL STATEMENTS

For the Years Ended November 30, 2014, 2013 and 2012

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:

$120,000 per year

$100,000 per year

The officers received stock grants in connection with the contracts of:

1,500,000 common shares

1,000,000 common shares

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

In June 2015, as part of the share exchange agreement with Amgentech (See Note 13 - Subsequent Events), each of these employment agreements was terminated with mutual consent, and without further recourse or obligation by the Company.

In July 2015, the Company entered into a 5-year employment contract with William Sanchez, the Company’s chairman and Chief Executive Officer.  Under the terms of the agreement, the Company is to compensate Mr. Sanchez $16,667 per month in addition to providing medical and dental insurance and an automobile allowance of $350 per month.

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.  The Company filed an amendment to its articles of incorporation and changed its name to Telco Cuba, Inc. 

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.

F-14

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized.

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on the dates indicated.

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