UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment 2

Telco Cuba, Inc.

(Exact name of small business issuer as specified in its charter)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                             Yes r      No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                             Yes r      No ý

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 ý      No r

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                                                                                                                                                                                                  Yes  r   No ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.                          

r

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

Yes q   No ý

The number of shares of Common Stock held by non-affiliates, as March 31, 2013 was 1,860,884,370 shares, all of one class of common stock, $0.001 par value, having an aggregate market value of $186,088 based on the closing price of the Registrant's common stock of $0.0001 on March 31, 2013 as quoted on the Electronic Over-the-Counter Bulletin Board ("OTCBB").

As of March 31, 2013 there were 1,891,903,870 shares of the Company's Common Stock outstanding.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

DOCUMENTS INCORPORATED BY REFERENCE

Telco Cuba, Inc. (the “Company”)  is filing this Amendment No. 1 to our Annual Report on Form 10-K for the year ended November 30, 2012 (the “Amended Filing”) for the purpose of disclosing that its  consolidated financial statements and notes thereto included with the Company’s Form 10-K for the year ended November 30, 2012 (the “Financial Statements”), which was originally filed with the U. S. Securities and Exchange Commission on July 23, 2014 (the “Original 10-K Filing”) were not audited by the Company’s independent registered public accounting firm as required by SEC Rule 2-02 of Regulation S-X.

No other changes have been made to the Form 10-K. This Form 10-K/A speaks as of the original filing date of the Form 10-K, it does not reflect events that may have occurred subsequent to the original filing date.