Amended Statement of Ownership (sc 13g/a)
February 15 2019 - 6:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
TELCO
CUBA, INC.
(Name of Issuer)
Common
Stock $0.001 par value
(Title of Class of Securities)
879209104
(CUSIP Number)
December
31, 2018
(Date of Event which Requires Filing of
this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No.
879209104
|
13G/A
|
Page
2 of 7 Pages
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EMA Financial, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
36,987,296
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
36,987,296
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,987,296
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
CUSIP No.
879209104
|
13G/A
|
Page
3 of 7 Pages
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EMA Group, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
36,987,296
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
36,987,296
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,987,296
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
CUSIP No.
879209104
|
13G/A
|
Page
4 of 7 Pages
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Felicia Preston
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New York
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
36,987,296
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
36,987,296
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,987,296
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
CUSIP No.
879209104
|
13G/A
|
Page
5 of 7 Pages
|
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a)
|
Amount
beneficially owned: 36,987,296* shares of Common Stock as of December 31, 2018.
|
|
(b)
|
Percent
of class: 9.9%
|
The
Reporting Persons’ beneficial ownership of 36,987,296* shares of Common Stock constitutes 9.9%* of all the outstanding shares
of Common Stock, based upon 336,621,761 shares of Common Stock outstanding as of August 31, 2017, as reported by the Issuer in
its most recent Quarterly Report.
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote of 0.
|
|
(ii)
|
Shared
power to vote or to direct the vote 36,987,296*.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of 0.
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of 36,987,296*.
|
*
EMA Financial, LLC owns a convertible note (“Note”) which is convertible into shares of Common Stock pursuant to the
terms of the Note, which conversions is limited pursuant to the Ownership Limitation (defined below). In accordance with Rule
13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the Notes
are convertible is limited, pursuant to the terms of such instruments, to that number of shares of Common Stock which would result
in the Reporting Persons having beneficial ownership of 9.9% of the total issued and outstanding shares of Common Stock (the "Ownership
Limitation"), the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause
any Reporting Person's beneficial ownership to exceed the Ownership Limitation.
EMA
Group, LLC (“EMA Group”) is the investment manager of EMA Financial, LLC (“EMA”), and Felicia Preston
(“Preston”) is the managing member of EMA Group. Therefore, each of EMA Group and Preston may be deemed to have voting
and investment power over the securities. Each of EMA Group and Preston expressly disclaims any equitable or beneficial ownership
of such securities.
Instruction
.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
Instruction
.
Dissolution of a group requires a response to this item.
CUSIP No.
879209104
|
13G/A
|
Page
6 of 7 Pages
|
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
Applicable
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.
Not
Applicable
Item
8. Identification and Classification of Members of the Group.
Not
Applicable.
Item
9. Notice of Dissolution of Group.
Not
Applicable.
Item
10. Certification.
|
(a)
|
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
|
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
|
(b)
|
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect.
CUSIP No.
879209104
|
13G/A
|
Page
7 of 7 Pages
|
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
2/14/2018
|
|
Date
|
|
|
|
/s/
Felicia Preston
|
|
Signature
|
|
|
|
Felicia
Preston/Director
|
|
Name/Title
|
Telco Cuba (PK) (USOTC:QBAN)
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