10-Q 1 qban10q.htm QUARTERLY REPORT
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended February 28, 2017

 

or

 

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

Commission file number of the issuing entity: 000-53157

 

TELCO CUBA, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

98-0546544

I.R.S. Employer Identification Number

 

1311

(Primary Standard Industrial Code Classification Number)

 

454 S Yonge Street, Suite 3A, Ormond Beach, FL 32174

305-747-7647

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

 

Copies to:

 

Mr. William Sanchez

Chief Executive Officer

454 S Yonge Street, Suite 3A, Ormond Beach, FL 32174

305-747-7647

(Address, including zip code, and telephone number,

including area code, of agent for service)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes: ☒ No: ☐

 

 

 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes: ☒ No: ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company 

 

  Emerging Growth Company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes: ☐ No: ☒

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   QBAN   OTCPK

 

The number of shares of Common Stock, as February 28, 2017 was 235,141,501, $0.001 par value, having an aggregate market value of $188,113 based on the closing price of the Registrant's common stock of $0.0008 on February 28, 2017 as quoted on the Electronic Over-the-Counter Bulletin Board ("OTCPK").

 

DOCUMENTS INCORPORATED BY REFERENCE

 

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

 

None

 

 

 

 

 

 

TABLE OF CONTENTS

 

PART I 1 
Item 1. Financial Statements 2
   Condensed Consolidated Balance Sheets (Unaudited) 2
    Condensed Consolidated Statements of Operations (Unaudited)  3 
   Condensed Consolidated Statements of Stockholders’ (Deficit) (Unaudited) February 29, 2016 4
   Condensed Consolidated Statements of Stockholders’ (Deficit) (Unaudited) February 28, 2017 5
   Condensed Consolidated Statements Of Cash Flows 6
   Notes to the Condensed Consolidated Financial Statements 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 22
Item 4. Controls and Procedures. 22
   
PART II 23
Item 1. Legal Proceedings. 23
Item 1A. Risk Factors. 23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 23
Item 3. Defaults Upon Senior Securities. 23
Item 4. [Removed and Reserved] 23
Item 5. Other Information. 23
Item 6. Exhibits 24
Signature 25

 

  

1 

 

PART I

Item 1. Financial Statements 

Telco Cuba, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

 

       
   February 28, 2017  November 30, 2016
ASSETS          
CURRENT ASSETS:          
Cash  $9,362   $21,414 
Accounts receivable   3,609       
Deposits   1,500       
Inventories   5,450    5,450 
TOTAL CURRENT ASSETS   19,921    26,864 
           

FIXED ASSETS (net of accumulated depreciation of $6,949 in 2017

and $6,686 in 2016)

   11,750    14,738 
           
TOTAL ASSETS  $31,671   $41,602 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
CURRENT LIABILITIES:          
          Accounts payable  $201,283   $167,854 
          Accrued expenses   2,264,918    2,088,082 
        Notes payable – related parties   135,221    120,577 
        Convertible debentures – related parties   15,000    15,000 
        Notes payable   2,156,626    2,236,446 
        Convertible debentures   540,344    621,843 
        Derivative liability   177,390    132,098 
TOTAL CURRENT LIABILITIES   5,490,782    5,381,900 
           
TOTAL LIABILITIES  $5,490,782   $5,381,900 
           
STOCKHOLDERS' DEFICIT:          

Preferred A stock, $.001 par value; authorized

shares - 100,000 shares authorized; 55,555 issued

and outstanding

   56    56 

Preferred B stock, $.001 par value; authorized

shares - 100,000 shares authorized; 82,544 issued

and outstanding

   82    82 

Preferred C stock, $.001 par value; authorized

shares - 200,000 shares authorized, issued

and outstanding

   200    200 

Common stock, $.001 par value; authorized shares -

975,000,000 shares; 235,141,501 in 2017 and 214,631,331

shares in 2016 issued and outstanding

   235,141    214,631 
Additional paid-in capital   583,760    558,926 
Accumulated deficit   (6,278,350)   (6,114,193)
TOTAL STOCKHOLDERS' DEFICIT  $(5,459,111)  $(5,340,298)
           
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $31,671   $41,602 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

2 

 

 

Telco Cuba, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

           
   February 28, 2017  February 29,  2016
REVENUES  $31,679   $38,149 
OPERATING EXPENSES   97,972    177,645 
OPERATING (LOSS)   (66,293)   (139,496)
           
OTHER (INCOME) EXPENSE:          
     Interest expense   52,975    301,758 
     Change in fair value of derivative liability   44,889    (721,873)
     Extinguishment of debt         (214,036)
TOTAL OTHER (INCOME) EXPENSE   97,864    (634,151)
           
NET (LOSS) INCOME  $(164,157)  $494,655 
           
           
NET (LOSS) INCOME PER SHARE:          
     BASIC  $(0.0007)  $0.0039 
     DILUTED  $(0.0007)  $0.0005 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING          
     BASIC   223,366,678    125,412,657 
     DILUTED   1,200,845,875    954,725,174 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

 

3 

 

 

Telco Cuba, Inc.

Condensed Consolidated Statements of Stockholders’ (Deficit)

(Unaudited)

 

                                  
       
   Preferred A Stock ($.0001 par value)  Preferred B Stock ($.0001 par value)  Preferred C Stock ($.0001 par value)  Common Stock ($.0001 par value)  Additional Paid-in-Capital  Accumulated Deficit  Total Stockholders’ Deficit
   Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount         
                                  
Balance, November 30, 2015   3,000   $3    71,344   $71    100,000   $100    123,106,139   $123,106   $467,247   $(6,758,480)  $(6,167,953)
Preferred A shares returned to Company   (3,000)   (3)                                             
Issuance of stock for:                                                       
Note payable conversion                                 16,025,192   $16,025   $(8,672)       $7,353 
Conversion of Preferred B to common shares             (240)  $                1,200,000   $1,200   $(1,200)           
Net Income                            -                   $494,655   $494,655 
                                                        
Balance, February 29, 2016              71,104   $71    100,000   $100    140,331,331   $140,331   $457,375   $(6,263,825)  $(5,665,945)

 

The accompanying notes are an integral part of these condensed c statements

 

  

 

 

4 

 

  

Telco Cuba, Inc.

Condensed Consolidated Statements of Stockholders’ (Deficit)

(Unaudited)

 

       
   Preferred A Stock ($.0001 par value)  Preferred B Stock ($.0001 par value)  Preferred C Stock ($.0001 par value)  Common Stock ($.0001 par value)  Additional Paid-in-Capital  Accumulated Deficit  Total Stockholders’ Deficit
   Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount         
                                  
Balance, November 30, 2016   55,555   $56    82,544   $82    200,000   $200    214,631,331   $214,631   $558,926   $(6,114,193)  $(5,340,298)
Stock based compensation                                 10,510,270   $10,510   $(166)       $10,344 
Note payable conversion                                 10,000,000   $10,000   $25,000        $35,000 
Net (Loss)        -          -          -                   $(164,157)  $(164,157)
                                                        
Balance, February 28, 2017   55,555   $56    82,544   $82    200,000   $200    235,141,501   $235,141   $583,760   $(6,278,350)  $(5,459,111)
                                                        

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

 

 

5 

 

 

Telco Cuba, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

       
   For the quarters ended
   February 28,  February 29,
   2017  2016
       
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net (Loss) Income  $(164,157)  $494,655 
Adjustments to reconcile net income to net cash used in operating activities:          
Change in fair value of derivative   44,889    (721,873)
Discount amortization            
Stock based compensation   10,344       
        Depreciation   2,989       
Changes in operating assets and liabilities:          
Accounts receivable   (5,109)   (953)
Inventory            
Deposits         3,453 
Accounts payable and accrued expenses   210,667    144,603 
NET CASH GENERATED (USED) IN OPERATING ACTIVITIES   99,623    (80,115)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
   Proceeds from Sale of Stock            
   Proceeds from Borrowing         287,267 
   Principal Payments on Debt   (111,675)   (149,150)
   Distributions to shareholder         (62,137)
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES   (111,675)   75,980 
           
NET (DECREASE) INCREASE IN CASH   (12,052   (4,135)
           
CASH - BEGINNING OF PERIOD   21,414    11,727 
           
CASH - END OF PERIOD  $9,362   $7,592 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:          
Cash paid for interest  $     $   
           
NON-CASH INVESTING AND FINANCING ACTIVITIES:          
Preferred B Stock conversion to common shares  $     $1,200 
Stock issued in connection with conversion of debentures  $2,000   $7,353 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

6 

 

 

Telco Cuba, Inc.

Notes to the Condensed Consolidated Financial Statements

 

1.   Nature of Operations and Going Concern

Telco Cuba, Inc. (fka CaerVision Global, Inc., 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.

On June 12, 2015, the Company consummated a Share Exchange with Amgentech, Inc., a Florida corporation.  Under the terms of the Share Exchange, the holders of Amgentech received 50,088 shares of 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 the Company with control transferring to the previous owners of Amgentech.  Amgentech elected to be treated as the successor issuer for SEC reporting and accounting purposes.  The Share Exchange was accounted for as a reverse acquisition and re-capitalization. The Amgentech Shareholders obtained approximately 60% of voting control on the date of Share Exchange. Amgentech was the acquirer for financial reporting purposes and the Company was the acquired company.   The Company filed an amendment to its articles of incorporation and changed its name to Telco Cuba, Inc. Telco Cuba is foremost a technology solutions service provider offering services under the brand names “Amgentech” and “Telco Cuba”.

Going Concern

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 adjustments 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 has an accumulated deficit of $4.962 million. The Company currently does not have the cash resources to meet its operating commitments for the next twelve months and expects to have ongoing requirements for capital investment or debt to implement its business plan. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern for a reasonable period of time. Management plans to raise cash from public or private debt or equity financing, on an as needed basis. The Company's ability to continue as a going concern is in substantial doubt unless it can achieve profitable operations and/or upon obtaining additional financing. The outcome of these matters cannot be predicted at this time.

2. Basis of Presentation

We prepared our interim consolidated condensed financial statements that accompany these notes in conformity with GAAP, consistent in all material respects with those applied in our Annual Report on Form 10-K for the fiscal year ended November 30, 2016 (2016 Form 10-K). We have made estimates and judgments affecting the amounts reported in our consolidated condensed financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates. The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This report should be read in conjunction with the consolidated financial statements in our 2016 Form 10-K.

7 

 

Telco Cuba, Inc.

Notes to the Condensed Consolidated Financial Statements

 

 

3.   Significant Accounting Policies

a)   Accounting Principles

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

b)    Basic and Diluted Loss per Share

Basic and diluted loss per share is based on the weighted average number of shares outstanding. Fully diluted shares are calculated as follows:

 

          
   February 28, 2017  February 29, 2016
Weighted average shares – basic   223,366,678    125,412,657 
Convertible debentures   499,204,197    473,782,517 
Convertible Preferred Stock   478,275,000    355,530,000 
Weighted average shares – fully diluted   1,200,845,875    954,725,174 

 

c)   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 February 28, 2017, and November 30, 2016:

Derivative liabilities

                     
Fair Value Measurements
   Total Carrying value  Quoted prices
in active markets
(Level 1)
   

Significant
other observable inputs
(Level 2)

  Significant unobservable inputs
(Level 3)
 February 28, 2017   $177,390            $177,390 
 November 30, 2016    $132,098            $132,098 



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.

8 

 

Telco Cuba, Inc.

Notes to the Condensed Consolidated Financial Statements


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) are included in earnings.

The Company did not have any Level 1 or Level 2 assets or liabilities as of February 28, 2017, and November 30, 2016, and had Level 3 liabilities consisting of notes payable.  The carrying amount of the notes payable at February 28, 2017, and November 30, 2016, 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. 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.

d)   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.

e)    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.

f)    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.

g)   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.

 

9 

 

Telco Cuba, Inc.

Notes to the Condensed Consolidated Financial Statements

h) Accounts receivable and concentration of credit risk

The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a customer’s outstanding balances with consideration towards such customer’s historical collection experience, as well as prevailing economic and market conditions and other factors. The Company currently has no accounts receivable in 2016 and, therefore, does not currently have a concentrated credit risk associated with trade receivables.

i)    Inventory

Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company reviews physical inventory for obsolescence and/or excess and will record a reserve if necessary. As of the date of this report, no reserve was deemed necessary.

j)    Fixed Assets

Fixed assets are stated at cost less accumulated depreciation, with depreciation recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term, if applicable. When assets are retired or disposed, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Repairs and maintenance are charged to expense in the period incurred.

 

Fixed assets consist primarily of computer equipment and furniture and fixtures. The estimated useful lives range from three to five years.

 

The Company’s property and equipment are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from the undiscounted future cash flows of such asset over the anticipated holding period. An impairment loss is measured by the excess of the asset’s carrying amount over its estimated fair value.

 

Impairment analyses are based on management’s current plans, asset holding periods, and currently available market information. If these criteria change, the Company’s evaluation of impairment losses may be different and could have a material impact to the consolidated financial statements.

 

For the years ended November 30, 2016, and 2015, based on the results of management’s impairment analyses, there were no impairment losses.

 

k)    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.

4.   Capital Stock

a)   Authorized

As of February 28, 2017, and November 30, 2016, authorized capital stock consists of:

975,000,000 common shares with a par value of $0.001 per share; and

400,000 preferred shares with a par value of $0.001 per share


10 

 

Telco Cuba, Inc.

Notes to the Condensed Consolidated Financial Statements 

 

b)   Share Issuances

For the quarter ended February 28, 2017:

During the month of December 2016, the company issued 10,000,000 common shares in connection with the conversion of $35,000 of convertible debentures and accrued interest. The conversion had an average price of $0.0035 per share and resulted in no gain or loss.

On February 20, 2017, the Company issued 2,240,000 common shares valued at market value to the Company’s CEO in exchange for services rendered to the Company.

On February 28, 2017, the Company issued 8,270,270 shares valued at market value as payment for consulting services.

For the quarter ended February 29, 2016:

During the month of February 2016, the Company issued 16,025,192 common shares in connection with the conversions of $8,172 of convertible debentures and accrued interest. The conversions had an average price of $0.0005 per share and resulted in no gain or loss.

During the month of February 2016, the Company issued 1,200,000 common shares to unaffiliated third-party accredited investors in connection with the conversion of 240 preferred B shares resulting in no gain or loss.

c) Preferred Stock 

For the quarter ended February 28, 2017:

 

The Company has 400,000 shares of preferred stock authorized of which 300,000 shares were designated in three series as follows:

 

Series A Senior Convertible Voting Non-Redeemable Preferred Stock (the “Series A Preferred”) – 100,000 shares authorized, 55,555 shares issued and outstanding;

 

Series B Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series B Preferred”) – 100,000 shares authorized, 82,544 shares issued and outstanding; and

 

Series C Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series C Preferred”) – 200,000 shares authorized, issued and outstanding;

 

Each share of Series A Preferred is convertible into 1,000 restricted shares of common stock. Each share of Series B Preferred is convertible into 5,000 restricted shares of common stock. Series C Preferred Stock is convertible into 100,000 votable shares, but not convertible to common shares otherwise. Conversion is at the discretion of the preferred shareholder, and no additional consideration is paid.

 

The Company Preferred Stock has no dividend rights but does have 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; the Series C Preferred is senior in liquidation preference to all classes of Common Stock.

d) Warrants and Options

There are no outstanding stock options and warrants.

5Concentration Risk

The Company's financial instruments consist of cash, accounts payable and accrued liabilities. It is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Because of the short maturity and capacity of prompt liquidation of such assets and liabilities, the fair values of these financial instruments approximate their carrying values.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high credit quality financial institutions in the United States.  Bank deposits in the United States did not exceed federally insured limits. 

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.

6.  Income Taxes

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

          
  Period ended February 28, 2017, and February 29, 2016  February 28, 2017  November 30, 2016
Income tax (benefit) expense at Federal statutory rate of 35%  $(57,400)  $173,100 
Increase (Utilization) of tax loss carryforward   57,400    (173,100)
Net income tax  $     $   
           

 

11 

 

Telco Cuba, Inc.

Notes to the Condensed Consolidated Financial Statements 

At February 28, 2017, the Company has available net operating losses of approximately $6.5 million which may be carried forward to apply against future taxable income. These losses will expire in 2034. Deferred tax assets related to these losses have not been recorded due to uncertainty regarding their utilization.

7. Convertible Debentures

As of February 28, 2017, and November 30, 2016, the Company has issued and outstanding, convertible debt totaling $540,344 and $621,843, of which all but one note for $15,000 were held by unrelated third parties. As of February 28, 2017, these debts were all due on demand, bear interest at the rates between 8% and 12% per annum and are convertible at a discount to the stock’s market price of between 15% and 55%, based on a look back period of between 10 and 30 days prior to conversion. Combined, these convertible instruments can be converted into 499,204,917 and 473,782,517 shares of common stock as of February 28, 2017, and November 30, 2016, respectively.

8. Derivative Liabilities

In June 2008, the FASB finalized ASC 815, “Determining Whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock.” Under ASC 815, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The Company has determined that it needs to account for convertible debentures issued for its shares of common stock, as derivative liabilities, and apply the provisions of ASC 815. The instruments have a ratchet provision that adjust either the exercise price and/or quantity of the shares as the conversion price equals to variable % of the "market price" at the time of conversion, as a result, the instruments need to be accounted for as derivative liabilities. In accordance with ASC 815, these convertible debentures have been re-characterized as derivative liabilities. ASC 815, “Accounting for Derivative Instruments and Hedging Activities” (“ASC 815”) requires that the fair value of these liabilities be re-measured at the end of every reporting period with the change in fair value reported in the statement of operations.

The fair value of the derivative liabilities was measured using the Black-Scholes option pricing model.

At February 28, 2017, the fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions:

   
  February 28, 2017 November 30, 2016
(1) dividend yield     0% 0%
(2) expected volatility 352.94% 352.94%
(3) weighted average risk-free interest rate, 4% 4%
(4) expected life, and 0.25 Year 0.25 Year
(5) estimated fair value of the Company’s common stock per share. $.004 $.004

 

12 

 

Telco Cuba, Inc.

Notes to the Condensed Consolidated Financial Statements
 

9. Notes Payable

Notes payable are due on demand and bear interest at rates ranging from 8% to 15%. For the quarters ended February 28, 2017, and February 29, 2016, notes payable ending balances were $2,156,626, and $2,236,446, respectively. For the quarters ended February 28, 2017, and February 29, 2016, interest expense attributable to notes payable was $46,110, and $47,740, respectively.

10. Related party transactions

Officers have from time-to-time lent money to the Company. At February 28, 2017, and November 30, 2016, they had a balance owed to them of $135,221, and $135,577, respectively. The balances do not bear interest and are due on demand. The notes are discounted using an imputed interest rate of 12%.

11. Commitments and Contingencies

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits.

 

12. Subsequent Events

During the month of July 2017, the company procured settlements with three note holders. The settlements were a result of the company’s renegotiating of the terms of the original notes. The new terms included the waiving of all additional interest, waiving of default fees, conversion standstill and restrictions on the number of conversions per month, and fixed balances. The notes affected by these settlements were with EMA Financial, Essex Global Investment Corp, and LG Capital.

On October 25, 2017, the Company entered into a definitive purchase agreement with Net Bee Wireless, Inc. The purchase was contingent on the Company making the purchase price payment. The deal was rescinded on February, 2018 as a result of the company not opting to follow through on the purchase.

During the month of December 2017, the company issued a promissory note in the amount of $60,000 in exchange for the assets of Naked Papers, Inc.

During the month of December 2017, the Company converted a total of $26,031 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors into 276,163,333 shares of restricted common stock.

During the month of December 2017, the Company issued 500,000 Preferred C Stock to the Company’s CEO in exchange for services rendered to the Company.

During the first quarter 2018, the company acquired the assets of Naked Papers and is currently selling the product under its brand name, Naked Papers under the subsidiary, Naked Papers Brand, Inc., incorporated in the state of Florida.

During the month of January 2018, the Company converted a total of $63,734 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors into 1,262,266,666 shares of restricted common stock.

13 

 

Telco Cuba, Inc.

Notes to the Condensed Consolidated Financial Statements

During the month of February 2018, the Company converted a total of $38,925 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors into 768,225,915 shares of restricted common stock.

During the month of March 2018, the Company converted a total of $14,550 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors into 306,000,000 shares of restricted common stock.

Anthony J. Rivera brought a lawsuit against the company on May 29, 2018. Case number: CACE18012914 in the 17th circuit court of Broward County, Florida. The note holder sued for enforcement of a note issued by the company on December 1, 2015. The case was settled, and the note was amended with a more favorable 50% discount, 5 day look back term on the note. The settlement occurred in September 2018. The company is working with the note holder to convert the settled amount into stock of the company.

On September 28, 2018, the company filed a lawsuit against Cuentas, Inc. (OTCQB: CUEN), f/k/a Next Group Holdings, Inc/Meimoun & Mammon, LLC/Next Mobile, LLC in the 11th circuit court of Miami-Dade County, Florida. Case number: 2018-032974-CA-01 is still ongoing. The case was filed due to CUEN failing to perform on a contract signed in July 2015. The company is suing for damages and the return of the funds paid for the undelivered Mobile Virtual Network Operator (MVNO) platform.

During the month of February 2019, the Company issued 250,000,000 shares to Mr. Roland H Malo as part of the compensation he received for staying on with Advanced Satellite Systems, Inc.

During the month of February 2019, the Company converted a total of $16,900 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors into 338,000,000 shares of restricted common stock.

During the month of March 2019, the Company converted a total of $18,500 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors into 370,000,000 shares of restricted common stock.

During the month of April 2019, the Company converted a total of $15,000 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors into 300,000,000 shares of restricted common stock.

During the month of December 2020, the Company converted a total of $3,900 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors into 93,000,000 shares of common stock.

During the month of January 2021, the Company converted a total of $51,388 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors into 599,867,533 shares of common stock.

During the month of January 2021, the Company converted the partial monetary value of a consultants’ contract into 441,977,932 restricted common shares.

During the month of February 2021, the Company converted the partial monetary value of a consultants’ contract into 34,000,000 restricted common shares.

During the month of February 2021, a shareholder converted 55,555 Series A shares into 55,555,000 restricted common shares. These common shares have an effective date of February 11, 2021.

14 

 

Telco Cuba, Inc.

Notes to the Condensed Consolidated Financial Statements

During the month of February 2021, the Company converted a total of $49,259 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 164,198,867 shares of common stock.

During the month of March 2021, 23,574,570 restricted common shares were issued to appointed members of the board of directors.

During the month of March 2021, preferred B shareholders converted 6,000 preferred shares into 30,000,000 restricted common shares.

During the month of March 2021, the Company converted a total of $7,000 in convertible debt to an unaffiliated third-party accredited investor into 46,666,667 shares of common stock.

During the month of April 2021, the company converted a total of $62,966 in convertible debt and accrued interest owed to an unaffiliated third-party accredited investor into 155,471,605 shares of common stock.

During the month of May 2021, the company restated a promissory note as convertible in the amount of $100,000. The holder, an unaffiliated third-party unaccredited investor converted the note principle and accrued interest owed into 400,000,000 restricted common shares. These common shares have an effective date of May 6, 2021.

During the month of May 2021, the company converted a total of $54,934 in convertible debt and accrued interest owed to an unaffiliated third-party accredited investor into 73,246,253 shares of common stock. These common shares have an effective date of May 6, 2021.

During the month of May 2021, a third-party accredited investor/noteholder cancelled and returned 155,471,605 common shares to the company due to a reversal of a third party note purchase.

During the month of May 2021, 25,000,000 restricted common shares were issued to appointed members of the board of directors.

During the month of May 2021, the company converted a total of $52,021.00 in convertible debt and accrued interest owed to an unaffiliated third-party accredited investor into 115,602,222 shares of common stock.

During the month of May 2021, the company sold 40,000,000 shares of restricted common stock to an unaffiliated third-party accredited investor for $10,000. These common shares have an effective date of May 26, 2021. 

 

 

15 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis provide information which management of the Company believes to be relevant to an assessment and understanding of the Company’s results of operations and financial condition. This discussion should be read together with the Company’s financial statements and the notes to the financial statements, which are included in this report.

 

Forward-Looking Statements

 

This Report contains forward-looking statements that relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Report. Forward-looking statements are often identified by words like “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar words or expressions that, by their nature, refer to future events.

 

In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential,” or “continue,” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements in an effort to conform these statements to actual results.

 

Financial Condition

As of February 28, 2017, the Company had total current assets of $19,921 and total current liabilities of $5,490,782 for a net working capital deficit of $5,470,861. As of February 29, 2016, the Company had total current assets of $26,864 and total current liabilities of $5,381,900 for a net working capital deficit of $5,355,036.

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 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 is based on;

Telco Cuba's ability to capture market share; and

16 

 

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 2015, and 2016 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 as well as revenue from its subsidiaries. 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

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.

Overview

 

Telco Cuba, Inc. (fka CaerVision Global, Inc. fka American Mineral Group Inc.) (the "Company") 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.

 

On June 12, 2015, the Company consummated a Share Exchange with Amgentech, Inc., a Florida corporation.  Under the terms of the Share Exchange, the holders of Amgentech received 50,088 shares of 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.   The Company filed an amendment to its articles of incorporation and changed its name to Telco Cuba, Inc.

 

Amgentech, Inc. is a Florida based Corporation engaged in the business of providing technology solutions, integrating and building technology infrastructure and software and website development. Amgentech, Inc. also offers managed collocated and leased servers.  Originally founded in 2001, Amgentech, Inc. has been providing Internet based solutions, VoIP infrastructure and consulting services for over 14 years to diverse clients in The United States of America, the counties of El Salvador, Nicaragua, Costa Rica, Panama, Colombia and Venezuela.  Amgentech, Inc. continues to provide these same services, in addition to providing the technical and Internet know how to implement the technological vision that is envisioned for Telco Cuba, Inc., Amgentech will be the sole technical services provider.

 

17 

 


Principal Products

 

Telco Cuba, Inc. offers telecommunication services and equipment, including mobile phones, mobile voice service, VoIP service, and calling cards.  The services and devices initially offered will be for consumption solely in The United States of America.  Telco Cuba, Inc. has positioned itself to offer low cost mobile cell phone service/plans in The United States. Telco Cuba, Inc. will offer prepaid service/plans that include predefined minute/unlimited minute plans. Telco Cuba, Inc. is positioning itself to enter the telecommunications market in Cuba once able to.

  

Our Market

 

The Company targets the US and Cuban markets.

 

Results of operations

 

Comparison of the quarter ended February 28, 2017, to the quarter ended February 29, 2016

 

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 Quarterly Report on Form 10Q, 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-Q or listed from time to time in documents filed by the Company with the Securities and Exchange Commission.  

 

Revenues

 

Revenues for the three months ended February 28, 2017, were $31,679, compared to $38,149 for the three months ended February 29, 2016.  The decrease in revenues resulted from a shift in focus to Cuban-based telecommunications which management believes has greater revenue potential in the long term.

  

Operating Expenses

 

Operating expenses for the three months ended February 28, 2016, consisted of $97,972 in general and administrative expense compared to $177,645 for the three months ended February 29, 2016.  The decrease resulted from additional, one-time expenses incurred due to the addition of Amgentech operations in the prior year.

Other Income (Expense): :

 

Other income (expense) for the three months ended February 28, 2017, and February 29, 2016, was $(97,864), and $634,151, respectively, The decrease resulted primarily from debt extinguishment in 2016, and changes in fair value of the derivative liability.

 

18 

 

 

Net Income:

 

Net Income (Loss) of $(164,157), and $494,655, for the three months ended February 28, 2017, and February 29, 2016, respectively, was due primarily to changes in the fair value of derivative liability and extinguishment of debt in 2016.

 

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Subsequent Events

The Company evaluated subsequent events from March 1, 2017, through the date this filing was completed, noting the following:

During the month of July 2017, the company procured settlements with three note holders. The settlements were a result of the company’s renegotiating of the terms of the original notes. The new terms included the waiving of all additional interest, waiving of default fees, conversion standstill and restrictions on the number of conversions per month, and fixed balances. The notes affected by these settlements were with EMA Financial, Essex Global Investment Corp, and LG Capital.

During the month of August 2017, the company wrote off a promissory note which resulted in a $2,000,000 gain, which is reported in the statements of operations as other income. The write off occurred as a result of the rescission, by the prior owner of a transaction involving a working interest the company had in a certain oil property. The original transaction occurred during the month of July, in the year 2014.

On October 25, 2017, the Company entered into a definitive purchase agreement with Net Bee Wireless, Inc. The purchase was contingent on the Company making the purchase price payment. The deal was rescinded in February 2018 as a result of the company not opting to follow through on the purchase.

During the month of December 2017, the company issued a promissory note in the amount of $60,000 in exchange for the assets of Naked Papers, Inc.

During the month of December 2017, the Company converted a total of $26,031.55 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 276,163,333 shares of restricted common stock.

During the month of December 2017, the Company issued 500,000 Preferred C Stock to the Company’s CEO in exchange for services rendered to the Company.

During the first quarter 2018, the company acquired the assets of Naked Papers and is currently selling the product under its brand name, Naked Papers under the subsidiary, Naked Papers Brand, Inc., incorporated in the state of Florida.

During the month of January 2018, the Company converted a total of $63,734.00 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 1,262,266,666 shares of restricted common stock.

During the month of February 2018, the Company converted a total of $38,925.56 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 768,225,915 shares of restricted common stock.

During the month of March 2018, the Company converted a total of $14,550.00 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 306,000,000 shares of restricted common stock.

19 

 

Anthony J Rivera brought a lawsuit against the company on May 29, 2018. Case number: CACE18012914 in the 17th circuit court of Broward County, Florida. The note holder sued for enforcement of a note issued by the company on December 1, 2015. The case was settled, and the note was amended with a more favorable 50% discount, 5 day look back term on the note. The settlement occurred on September, 2018. The company is working with the note holder to convert the settled amount into stock of the company.

On September 28, 2018, the company filed a lawsuit against Cuentas, Inc. (OTCQB: CUEN), f/k/a Next Group Holdings, Inc/Meimoun & Mammon, LLC/Next Mobile, LLC in the 11th circuit court of Miami-Dade County, Florida. Case number: 2018-032974-CA-01 is still ongoing. The case was filed due to CUEN failing to perform on a contract signed on July 2015. The company is suing for damages and the return of the funds paid for the undelivered Mobile Virtual Network Operator (MVNO) platform.

During the first quarter 2019, the company acquired Advanced Satellite Systems, Inc. and all of its assets, and is continuing to offer its services under the Advanced Cable service mark. Advanced Satellite Systems, Inc, is incorporated in the state of Florida and is registered as a subsidiary of Telco Cuba, Inc.

During the month of February 2019, the company issued a promissory note in the amount of $100,000.00 to purchase Advanced Satellite Systems, Inc.

During the month of February 2019, the Company converted a total of $16,900.00 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 338,000,000 shares of restricted common stock.

During the month of March 2019, the Company converted a total of $18,500.00 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 370,000,000 shares of restricted common stock.

During the month of March 2019, the Company issued 250,000,000 shares to Mr. Roland H Malo as part of the compensation he received for staying on with Advanced Satellite Systems, Inc.

During the month of May 2019, JMZ Alliance forgave all debt owed to JMZ Alliance by Telco Cuba, Inc. The note securing the debt as well as all interest was forgiven by JMZ.

During the month of April 2019, the Company converted a total of $15,000.00 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 300,000,000 shares of restricted common stock.

During the month of December 2020, the Company converted a total of $3,900.00 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 93,000,000 shares of common stock.

During the month of January 2021, the Company converted a total of $51,388.81 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 599,867,533 shares of common stock.

During the month of January 2021, the Company converted the partial monetary value of a consultants’ contract into 441,977,932 restricted common shares.

During the month of February 2021, the Company converted the partial monetary value of a consultants’ contract into 34,000,000 restricted common shares.

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During the month of February 2021, a shareholder converted 55,555 Series A shares into 55,555,000 restricted common shares. These common shares have an effective date of February 11, 2021 and are denoted as such in section 3A of this disclosure.

During the month of February 2021, the Company converted a total of $49,259.66 in convertible debt and accrued interest owed to unaffiliated third-party accredited investors in 164,198,867 shares of common stock.

During the month of March 2021, 23,574,570 restricted common shares were issued to appointed members of the board of directors.

During the month of March 2021, preferred B shareholders converted 6,000 preferred shares into 30,000,000 restricted common shares.

During the month of March 2021, the Company converted a total of $7,000.00 in convertible debt to an unaffiliated third-party accredited investor into 46,666,667 shares of common stock.

During the month of April 2021, the company converted a total of $62,966 in convertible debt and accrued interest owed to an unaffiliated third-party accredited investor into 155,471,605 shares of common stock.

During the month of May 2021, the company restated a promissory note as convertible in the amount of $100,000.00. The holder, an unaffiliated third-party unaccredited investor converted the note principle and accrued interest owed into 400,000,000 restricted common shares. These common shares have an effective date of May 6, 2021 and are denoted as such in section 3A of this disclosure.

During the month of May 2021, the company converted a total of $54,934.69 in convertible debt and accrued interest owed to an unaffiliated third-party accredited investor into 73,246,253 shares of common stock. These common shares have an effective date of May 6, 2021, and are denoted as such in section 3A of this disclosure.

During the month of May 2021, a third-party accredited investor/noteholder cancelled and returned 155,471,605 common shares to the company due to a reversal of a third party note purchase.

During the month of May 2021, 25,000,000 restricted common shares were issued to appointed members of the board of directors.

During the month of May 2021, the company converted a total of $52,021.00 in convertible debt and accrued interest owed to an unaffiliated third-party accredited investor into 115,602,222 shares of common stock.

During the month of May 2021, the company sold 40,000,000 shares of restricted common stock to an unaffiliated third-party accredited investor for $10,000.00. These common shares have an effective date of May 26, 2021.

We evaluated subsequent events after the balance sheet date through the date the financial statements were issued. We did not identify any additional material events or transactions occurring during this subsequent event reporting period that required further recognition or disclosure in these financial statements.

Accounting Principles

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

 

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ITEM  3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

ITEM  4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures . We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, and as discussed in greater detail below, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, disclosure controls and procedures were not effective:

 

to give reasonable assurance that the information required to be disclosed in reports that are file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and

 

to ensure that information required to be disclosed in the reports that are file or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our CEO and our Treasurer, to allow timely decisions regarding required disclosure.

 

This assessment is due in part to the Company’s inability to file its annual and quarterly reports on a timely basis. The Company has, since the share exchange, engaged consultants specializing in financial statement preparation and SEC reporting to assist with preparing and filing the required forms in a timely and accurate manner.  Continued compliance will, in part, depend on the Company having sufficient capital to engage independent auditors to review and audit its financial statement filings.

 

Changes in Internal Control over Financial Reporting. 

 

There are no changes in internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II

 

ITEM  1. LEGAL PROCEEDINGS

 

No legal issues

ITEM  1A. RISK FACTORS

 

Not applicable.

ITEM  2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The Company had the following issuances of stock during the three months ended February 28, 2017:

 

10,000,000 common shares in connection with the conversion of $94,000 of convertible debentures and accrued interest.
2.240,123 common shares in compensation paid to the CEO.
8,270,270 common shares in compensation to consultants for services provided.

 

The Company had the following issuances of stock during the three months ended February 29, 2016:

 

16,025,192 common shares in connection with the conversion of $8,172 of convertible debentures and accrued interest.  
1,200,000 common shares issued on conversion of 240 Preferred B shares.  

The Company has not undertaken an offering in which it sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

 

ITEM  3. DEFAULTS UPON SENIOR DEBT

 

None

 

ITEM  4. [Removed and Reserved]

 

None

 

ITEM  5. OTHER INFORMATION

 

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.

 

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On June 12, 2015, the Company consummated a Share Exchange with Amgentech, Inc., a Florida corporation.  Under the terms of the Share Exchange, the holders of Amgentech received 50,088 shares of Series B Preferred Stock that had been previously issued to third parties in exchange for 100% of the issued and outstanding capital of Amgentech. Each shares of Series B preferred stock is convertible into 5,000 shares of common stock (254,440,000 shares total) and has voting rights of 5,000 per share (254,440,000 votes). As a result of this transaction, Amgentech became a wholly-owned subsidiary of the Company with control transferring to the previous owners of Amgentech.  Amgentech elected to be treated as the successor issuer for SEC reporting and accounting purposes.  The Share Exchange was accounted for as a reverse acquisition and re-capitalization. The Amgentech Shareholders obtained approximately 60% of voting control on the date of Share Exchange. Amgentech was the acquirer for financial reporting purposes and the Company was the acquired company.   The Company filed an amendment to its articles of incorporation and changed its name to Telco Cuba, Inc.  

 

On June 15, 2015, the Company appointed William Sanchez to the position of CEO, CFO, President, Treasurer and Secretary. Concurrent therewith, Erwin Vahlsing Jr., Thomas J Craft Jr. and Frederick J Puccillo Jr., resigned their positions as officers and directors of the Company.

 

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. EXHIBITS

 

Exhibit listing

 

         Incorporated by reference
Exhibit No.  Description of Exhibit  Filed herewith  Form  Exhibit   Filing date
3.1  Articles of Incorporation     S-1  3.1  02/22/08
3.2  Certificate of Change dated July 20, 2009     8-K  3.1  08/03/09
3.3  Bylaws     S-1  3.2  02/22/08
4.1  Specimen Stock Certificate     S-1  4.1  02/22/08
14  Code of Ethics     S-1  14  02/22/08
31.1  Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002  X      
32.1  Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002  X      

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Form 10-Q statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ormond Beach, State of Florida on January 23, 2023.

 

Telco Cuba, Inc,  
     
By: /s/ William Sanchez  
  William Sanchez  
  Chief Executive Officer and Chairman of the Board  

 

Pursuant to the requirements of the Securities Act, this Form 10-Q has been signed below by the following persons in the capacities and on the dates indicated.

 

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

 

Signature   Title   Date
         
/s/ William Sanchez   Chief Executive Office, Chairman and Director   January 23, 2023
William Sanchez   Chief Financial Officer, secretary, and Treasurer    
         
/s/ Camille Whiddon   Director   January 23, 2023
Camille Whiddon        
         
/s/ Sayis Tequia   Director   January 23, 2023
Sayis Tequia        
         
/s/ Santiago Munoz   Director   January 23, 2023
Santiago Munoz        
         
/s/ Patrick Wall   Director   January 23, 2023
Patrick Wall        

 

 

 

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