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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the ~~fiscal~~ year ended December 31, ~~2017~~2024

☐	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: ~~333~~000-~~130937~~56680

~~CHINA~~CLUSTER ~~TELETECH~~GROUP ~~HOLDING,~~HOLDINGS ~~INC~~LIMITED CO. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Florida

45-4895104

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

Florida		59-3565377
State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)
Liwan District, No.145 Enzhou Big Lane, B2 Fuli Square, 8th Zhongshan Road, Unit 505, 5/F, Guangzhou, Guangdong, China		N/A
(Address of principal executive offices)		(Zip Code)

16th Floor, North Tower

~~Registrant's~~528 ~~telephone~~Pudong ~~number,~~South ~~including area code (850) 521-1000~~Road

~~Securities~~Shanghai ~~registered under Section 12(b) of the Act: None~~200120

~~Securities~~China ~~registered under Section 12(g) of the Act: None~~

~~Indicate~~(Address ~~by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of ~~the~~principal ~~Securities~~executive ~~Act.~~offices) ~~Yes ☐ No ☒~~(Zip Code)

~~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 ☐ No ☒~~+86-21-50917695

~~Indicate by check mark whether the registrant~~ (1)Registrant’s ~~has~~telephone 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)number, ~~and (2) has been subject to such~~including ~~filing~~area ~~requirements for the past 90 days. Yes ☒ No ☐~~code)

~~Indicate~~CHINA byTELETECH ~~check~~HOLDING mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( 232INC.~~405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒~~

~~Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K~~ (Former ~~229.405~~name, offormer ~~this~~address ~~chapter) is not contained herein,~~ and ~~will~~former ~~not be contained,~~fiscal ~~to the best of registrant's knowledge~~year, inif ~~definitive~~changed ~~proxy~~since orlast ~~information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K. ☐~~report)

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ~~whether~~Section ~~the registrant~~12(b) ~~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.:

~~Large~~Title ~~accelerated~~of ~~filer~~each ☐class ~~Accelerated~~Trading ~~filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒~~ Symbol(Dos) ~~not~~Name ~~check~~of ifeach aexchange ~~smaller~~on ~~reporting~~which ~~company)~~registered ~~Emerging~~None ~~growth~~CLUS ~~company ☒~~N/A

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

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 ☒ No

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 and 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, 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.

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 has isfiled a ~~shell~~report ~~company (as~~on ~~defined~~and inattestation ~~Rule~~to ~~12b-2~~its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ~~Yes ☒ No~~ ☐

~~State~~If ~~the~~securities ~~aggregate~~are ~~market~~registered ~~value~~pursuant ofto Section ~~the~~12(b) ~~voting~~of ~~and~~the ~~non-voting~~Act, ~~common~~indicate ~~equity held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference to~~ the ~~price~~financial atstatements ~~which~~of the ~~common~~registrant ~~equity~~included ~~was last~~in ~~sold, or~~ the ~~average~~filing ~~bid~~reflect ~~and asked price of such common equity, as of~~ the ~~last business day~~ correction of ~~the~~an ~~registrant's~~error ~~most~~to ~~recently completed~~previously ~~second~~issued ~~fiscal~~financial ~~quarter, June 30, 2017, $425,219~~statements. ☐

AsIndicate by check mark whether any of ~~March~~those ~~29,~~error corrections ~~2018,~~are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive ~~had 204,473,776~~officers ~~shares of~~during ~~its~~the ~~common~~relevant ~~stock~~recovery ~~issued~~period ~~and~~pursuant ~~outstanding~~to §240.10D-1(b). ☐

~~Documents~~Indicate ~~Incorporated~~ by ~~Reference:~~check ~~None~~mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☒ Yes ☐ No

As of June 30, 2024 (last business day of the registrant’s most recently completed second fiscal quarter), based upon the last reported trade on that date ($0.0007), the aggregate market value of the voting and non-voting common equity held by non-affiliates (for this purpose, all outstanding and issued common stock minus stock held by the officers, directors and known holders of 10% or more of the Company’s common stock) was $4,399.

The number of shares of the registrant's common stock outstanding on December 31, 2024 was 4,399.

CLUSTER GROUP HOLDINGS LIMITED CO.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page	~~Page~~
PART I
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
Item 1.		Business.	1
PART I
Item 1A.		Risk Factors.	5
Item 1.	Description of Business	1
Item 1B.		Unresolved Staff Comments	5
Item 1A.	Risk Factors	5
Item 2.		Properties.	5
Item 1B.	Unresolved Staff Comments	5
Item 3.		Legal Proceedings.	6
Item 1C.	Cybersecurity	5
Item 4.		Mine Safety Disclosures.	6
Item 2.	Properties	6
PART II
Item 3.	Legal Proceedings	6
Item 5.		Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	6
Item 4.	Mine Safety Disclosures	6
Item 6.		Selected Financial Data.	8
PART II
Item 7.		Management's Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk.	10
Item 6.	[Reserved]	7
Item 8.		Financial Statements and Supplementary Data.	10
Item 7.	Management’s Discussion and Analysis Of Financial Condition and Results of Operation	8
Item 9.		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	11
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	10
Item 9A.		Controls and Procedures.	11
Item 8.	Financial Statements and Supplementary Data	10
Item 9B.		Other Information.	12
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	10
PART III
Item 9A.	Controls and Procedures	10
Item 10.		Directors, Executive Officers and Corporate Governance.	13
Item 9B.	Other Information	12
Item 11.		Executive Compensation.	15
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	12
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	16
PART III
Item 13.		Certain Relationships and Related Transactions, and Director Independence.	17
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 14.		Principal Accounting Fees and Services.	17
Item 11.	Executive Compensation	14
PART IV
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 15.		Exhibits, Financial Statement Schedules.	18
Item 13.	Certain Relationships and Related Transactions	16
SIGNATURES			20
Item 14.	Principal Accountant Fees and Services	17
PART IV
Item 15.	Exhibits; Financial Statement Schedules	19
Item 16.	10-K Summary	19
SIGNATURES		20

~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS~~i

~~This~~Use ~~report contains forward-looking statements and information that are based on the beliefs~~ of ~~our~~Certain ~~management~~Defined as well as assumptions made by and information currently available to us. Such statements should not be unduly relied upon. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions. Forward-looking statements and information can generally be identified by the use of forward-looking terminology or words, such as “anticipate,” “approximately,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “ongoing,” “pending,” “perceive,” “plan,” “potential,” “predict,” “project,” “seeks,” “should,” “views” or similar words or phrases or variations thereon, or the negatives of those words or phrases, or statements that events, conditions or results “can,” “will,” “may,” “must,” “would,” “could” or “should” occur or be achieved and similar expressions in connection with any discussion, expectation or projection of future operating or financial performance, costs, regulations, events or trends. The absence of these words does not necessarily mean that a statement is not forward-looking.Terms

~~Forward-looking~~Except ~~statements~~as ~~and~~otherwise ~~information are~~indicated ~~based~~by onthe ~~management’s current expectations and assumptions~~context, ~~which are inherently subject to uncertainties, risks and~~ ~~changes~~references in circumstances that are difficult to predict. These statements reflect our current view concerning future events and are subject to risks, uncertainties and assumptions. There are important factors that could cause actual results to vary materially from those described in this report ~~as anticipated, estimated or expected, including, but not limited~~ to, ~~general~~“Cluster ~~conditions~~Group ~~in the~~Holdings ~~economy~~Limited ~~and capital markets~~Co.”, ~~the~~ “~~SEC~~we,” ~~regulations which affect trading in the securities of~~ “~~penny stocks~~us,” ~~and~~ other risks and uncertainties. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future. Depending on the market for “our ~~stock and other conditional tests~~, ~~a specific~~” ~~safe harbor under~~ “the ~~Private Securities Litigation Reform Act of 1995 may be available. Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended (the “Securities Act~~Company”), ~~and Section 21E of the Securities Exchange Act of 1934, as amended (the~~ “~~Exchange~~our ~~Act~~company”~~), expressly state that the safe harbor for forward-looking statements does not apply to companies that issue penny stock~~. ~~Because we may from time to time be considered to be an issuer of penny stock, the safe harbor for forward-looking statements may not apply to us at certain times.~~

Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I

~~Item~~ITEM 1. ~~Business.~~BUSINESS

~~Following~~Business the execution of Mutual Rescission Agreement with Shenzhen Jinke Energy Development Co., Ltd. on November 15, 2016, the Company has become an investment holding company without significant assets or operations.Overview

~~CORPORATE~~(a) ~~HISTORY~~Business ~~AND STRUCTURE~~Development

WeCluster ~~were~~Group Holdings Limited Co. formerly China Teletech Holding Inc. (OTC “CLUS”) was incorporated as Avalon Development Enterprises, Inc. on March 29, 1999, under the laws of the State of Florida. ~~From~~ ~~inception~~We ~~until~~amended ~~January~~our ~~2007,~~Articles ~~we engaged in the business~~ of ~~acquiring~~Incorporation ~~commercial~~on ~~property~~December ~~and expanding into building cleaning~~5, ~~maintenance services~~2005, ~~and~~changing ~~equipment~~the ~~leasing as~~par ~~supporting~~value ~~ancillary services and sources~~ of ~~revenue. On~~our ~~January~~stock ~~10,~~and ~~2007,~~ increasing the ~~Company,~~total ~~Global~~authorized ~~Telecom~~capital ~~Holdings, Ltd~~stock.~~, a~~ ~~British~~At ~~Virgin~~that ~~Islands~~time ~~company ("GTHL"), and~~ the ~~shareholders of GTHL, entered into a share exchange agreement, pursuant to which the~~ Company ~~issued~~engaged ~~39,817,500~~in ~~shares of its restricted common stock to~~ the ~~shareholders~~acquisition of ~~GTHL~~one incommercial ~~exchange~~property ~~for all of the issued~~ and ~~outstanding capital~~expanded ~~stock~~into ofbuilding cleaning, ~~GTHL. Following~~maintenance ~~the transaction on March 27~~services, ~~2007, GTHL became our wholly-owned subsidiary~~ and weequipment ~~changed~~leasing ~~our~~as ~~name~~supporting toancillary ~~Guangzhou~~services. ~~Global~~The ~~Telecom~~Company ~~Holdings,~~went ~~Inc.~~public ~~and~~via ~~succeeded~~an toSB-2 ~~the~~filing ~~business of~~in ~~GTHL~~2006.

InOn ~~2007,~~January ~~we established four subsidiaries; namely~~10, ~~Zhengzhou Global Telecom Equipment Limited ("ZGTE")~~2007, ~~Macau~~we ~~Global~~effected ~~Telecom~~a ~~Company~~merger ~~Limited ("MGT"),~~with ~~Huantong~~Global Telecom ~~Hongkong Holding Limited ("HTHKH")~~Holdings, ~~and Huantong Telecom Singapore Company PTE Limited ("HTS") with capital of RMB 500,000, Macau Dollar 300,000, Hong Kong Dollar 100 and Singapore Dollar 200,000, respectively~~Ltd. ~~Simultaneously~~, we ~~established~~ a ~~subsidiary;~~British ~~namely,~~Virgin ~~Guangzhou~~Islands ~~Huantong~~Corporation, ~~Telecom Technology~~ and ~~Consultant~~the ~~Services~~shareholders, ~~Ltd~~entered ~~("GHTTCS")~~into ~~with capital~~a ofShare ~~RMB~~Exchange ~~8,155,730~~Agreement. Pursuant to athat ~~Stock Purchase~~ Agreement ~~dated April 9~~, ~~2008 and July 29, 2008, respectively,~~ the Company ~~acquired~~ ~~50% of the~~ issued ~~and~~399 ~~outstanding~~ shares of ~~Beijing~~its ~~Lihe~~restricted ~~Jiahua~~common ~~Technology~~stock ~~and~~to ~~Trading~~the ~~Company~~shareholders ~~Ltd~~in ~~("BLJ")~~exchange for a ~~consideration of US$300~~1,000 ~~and~~shares ~~51%~~ of ~~the issued and outstanding shares in Guangzhou Renwoxing~~ Global Telecom ~~Co.~~Holdings, Ltd. ~~("GRT"), a~~common ~~limited liability company incorporated in China for a consideration of US$291,833~~stock.

InOn ~~2009~~March ~~and~~27, ~~2010~~2007, the Company ~~disposed of~~filed ~~its~~an ~~subsidiaries CHTTCS, ZGTE, MGT and BLJ due~~ amendment to ~~their~~its ~~loss~~Articles inof ~~operations.~~Incorporation ~~HTHKH~~ and ~~HTS~~changed ~~were~~its ~~not~~name ~~able~~ to ~~commence~~GuangZhou ~~operations since~~Global ~~its inception~~Telecom, ~~so the Company deregistered them in 2010~~Inc.

~~Acquisition~~On July 31, 2007, the Company entered into Stock Purchase Agreements with Enable Growth Partners LP, Pierce Diversified Strategy Master Fund LLC, and Enable Opportunity Partners LP. The aggregate purchase price was $3,000,000 and structured as: warrants to purchase 20 shares of ~~China~~the ~~Teletech~~Company’s ~~Limited~~common stock at a price of $112,000 per share, and a convertible debenture for up to $3,428,571, with an annual interest rate of 8%.

OnWe ~~March~~filed ~~30,~~an ~~2012,~~SB-2 ~~the~~to ~~Company~~register ~~completed~~51 ashares ~~share~~of ~~exchange transaction~~common ~~with~~stock ~~China~~on ~~Teletech~~September ~~Limited~~4, a2007, ~~British~~and ~~Virgin~~it ~~Islands~~was ~~corporation~~deemed ~~("CTL")~~effective ~~and~~on ~~the~~February ~~former~~8, ~~shareholders of CTL~~2008.

~~CTL~~On isFebruary a14, ~~British~~2008, ~~Virgin~~Huantong, ~~Islands~~our ~~Company~~subsidiary, ~~incorporated~~and onTCAM ~~January~~executed ~~30,~~a ~~2008~~final ~~under~~share ~~the~~transfer ~~British~~agreement ~~Virgin~~whereby ~~Islands~~Huantong ~~Business~~agreed ~~Act~~to ~~2004. Its~~purchase ~~primary~~30% ~~business~~of ~~operations were~~the ~~concluded~~total ~~through~~authorized ~~two~~shares ~~wholly~~of ~~owned~~TCAM ~~subsidiaries~~for the ~~located~~purchase inamount ~~China,~~of ~~namely~~$200,000 ~~(a)~~and ~~Shenzhen Rongxin Investment Co~~3.,5 ~~Ltd.~~million ~~("Shenzhen Rongxin")~~shares ~~and~~of ~~(b)~~ Guangzhou ~~Rongxin~~Global ~~Science~~Telecom, ~~and~~Inc.’s ~~Technology~~common ~~Limited ("Guangzhou Rongxin")~~stock.

~~Pursuant~~On toJanuary ~~a share exchange agreement dated March 20~~23, ~~2012 among CTL~~2009, ~~its former shareholders and us, we acquired all~~ the ~~outstanding~~Company ~~capital~~filed ~~stock~~an ~~of CTL from its former~~amendment ~~shareholders of CTL in exchange for 40,000,000 shares of our common stock. The shares issued~~ to raise the ~~former~~number ~~shareholders~~ of ~~CTL constituted approximately 68.34% of our issued and outstanding~~ shares of ~~common~~authorized stock ~~immediately~~to ~~after the commutation of the share exchange transaction. As a result of the share exchange~~1, ~~CTL became our wholly owned subsidiary and Dong Liu and Yuan Zhao~~000, ~~the former shareholders of CTL~~000, ~~became our principal shareholders~~000.

InOn ~~connection~~July ~~with~~29, ~~the share exchange~~2008, ~~Yankuan~~ LiGlobal ~~resigned~~Telecom asHoldings Limited, our ~~Chief~~wholly-owned ~~Financial~~subsidiary ~~Officer,~~of ~~Secretary~~Guangzhou ~~and~~Global ~~Chairman~~completed of the ~~Board~~acquisition of ~~Directors,~~Guangzhou ~~effective~~Renwoxing ~~on March 30~~Telecom, ~~2012. On~~a ~~the~~company ~~same~~incorporated ~~day, Dong Liu, Yuan Zhao, Yau Kwong Lee and Kwok Ming Wai Andrew were appointed as our directors, effective immediately.~~under ~~Ms.~~the ~~Yankuan~~laws ~~Li remained President, Chief Executive Officer and a member~~ of the ~~board~~People’s Republic of ~~directors~~China. ofPursuant to the ~~Company.~~terms As of ~~result of~~ the ~~merger~~Agreement, ~~the~~we ~~Company~~issued ~~believed~~97 ~~that~~shares itof ~~could~~common ~~enjoy~~stock ato ~~greater management and capital resources and have a greater~~certain ~~network~~assigners ~~and~~designated ~~business~~for ~~opportunities.~~51% ~~The~~equity ~~Company expected~~interest ~~to be able to expand its telecommunications business~~ in Guangzhou ~~and~~ ~~Shenzhen~~Renwoxing ~~cities in China~~Telecom.

A Settlement Agreement was executed on December 29, 2008 hat amended the July 31 2009 Stock Purchase Agreement. In consideration of a total payment of $1,300,000 to the holders by the Company no later than January 21, 2010, the convertible debentures were deemed satisfied and all outstanding warrants held by the holders were cancelled. In addition, the holders canceled all the Company shares held by them.

~~Sale~~On ofMarch 8, 2012, the Company's ~~Wholly-Owned~~filed ~~Subsidiary,~~an ~~Guangzhou~~amendment ~~Global~~to ~~Telecommunication~~its ~~Company~~Articles ~~Limited~~of Incorporation to change its name to China Teletech Holding, Inc.

On ~~June~~January 307, ~~2012~~2014, wein ~~entered~~lieu ~~into~~of athe ~~Sales~~cash satisfaction ~~and~~of ~~Purchase~~the Settlement Agreement ~~with~~payment, ~~Mr.~~the ~~Zhu~~Company ~~Sui~~entered ~~Hui~~into ~~("Mr.~~a ~~Hui")~~letter ~~pursuant~~agreement towith ~~which~~Enable weFunds ~~sold~~pursuant ~~all~~to which the ~~capital stock of Guangzhou Global Telecommunication~~ Company ~~Limited ("GGT"), our wholly-owned subsidiary,~~ agreed to ~~Mr.~~pay ~~Hui~~the ~~for~~sum ~~RMB~~of 5$50,000, orwithin ~~approximately $800.~~3 ~~Both~~business ~~parties~~day ~~agreed~~upon ~~unconditionally~~execution toof ~~waive~~ the ~~current~~letter ~~accounts~~agreement ~~payable or receivable balances between the Company (~~and ~~its~~ ~~subsidiaries)~~issue ~~and~~to ~~GGT.~~Enable ~~GGT~~Funds ~~was~~an ~~engaged~~aggregate ~~in the trading and distribution~~ of ~~cellular~~46 ~~phones and accessories, prepaid calling~~shares ~~cards,~~of ~~and~~common ~~rechargeable~~stock ~~store-value~~of ~~cards before~~ the ~~sale~~Company.

~~Disposition~~On ofJune 30, 2014, the Company’s ~~variable~~entered ~~interest~~into a Cooperation ~~entity,~~Agreement with Shenzhen ~~Rongxin~~Jinke ~~Investment~~Energy Development Co., Ltd. (“SJD”). Pursuant to the Agreement, the Company purchased 51% of all the assets of SJD. The Company issued to 200 shares of the Company’s common stock share in exchange for the 16% of all the assets of SJD, and upon completion of financing, purchased an additional 35% of the assets of SJD in consideration of approximately 437 shares of the Company.

On September 30, 2012, China Teletech, Limited entered into an agreement with a related party, Liu Yong, brother of Mr. Liu Dong, the Company’s former Chairman, to dispose of the variable interest entity Shenzhen Rongxin for a cash consideration of US$1~~,579.~~

~~Sale~~On November 15, 2016, the Company, Liaoning Kuncheng Education Investment Co. Ltd. and Kunyuan Yang, the 94.9% shareholder of Kuncheng entered into a Share Exchange Agreement pursuant to which the Company's ~~Subsidiary~~would acquire 51% of the issued and outstanding equity securities of Kuncheng. On December 17, ~~Global~~2017, ~~Telecom~~the ~~Holdings~~parties executed ~~Limited~~a Recission Agreement to rescind the Share Exchange Agreement.

OnThe ~~June~~business ~~30,~~operations ~~2013,~~for the Company’s ~~subsidiary,~~and its ~~Global~~subsidiaries ~~Telecom~~were ~~Holdings~~abandoned ~~Limited~~by former management and a custodianship action, ~~entered~~as ~~into~~described anin ~~agreement~~the ~~with~~subsequent anparagraph, ~~independent~~was ~~third~~commenced ~~party~~in 2020. toThe ~~dispose~~Company offiled its ~~51%~~last ~~owned~~10-Q ~~subsidiary Guangzhou~~in ~~Renwoxing~~2018, ~~Telecom~~this Cofinancial report included liabilities and debts. As of the date of this filing, ~~Limited~~these liabilities and debts have been addressed and the legal opinion for adebt ~~cash~~write ~~consideration~~off ofis ~~US$3,232~~attached as an Exhibit.

~~Deregistration~~On October 27, 2020, the Circuit Court of the Second Judicial Circuit in Leon County, Florida (the “Court) granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors and the revocation of the Company’s ~~Wholly-Owned~~charter. ~~Subsidiaries~~The order appointed Small Cap Compliance, ~~Guangzhou~~LLC ~~Rongxin~~(“SCC”, ~~Science~~the “Custodian”) custodian with the right to appoint officers and ~~Technology~~directors, ~~Limited~~negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock. Rhonda Keaveney is the control person for Small Cap Compliance, LLC.

OnThe ~~December~~court 30awarded custodianship to SCC based on the absence of a functioning board of directors, ~~2013~~revocation of the company’s charter, and abandonment of the ~~Company~~business. ~~had~~At ~~its subsidiary~~this time, Rhonda ~~Guangzhou~~Keaveney ~~Rongxin,~~was ~~deregistered~~appointed ~~due~~sole toofficer ~~ceased~~and ~~operations~~director.

~~Following~~The ~~the~~Company ~~deregistration~~was ofseverely delinquent in filing annual reports for the Company’s ~~subsidiary~~ charter. The last quarterly report was filed on June 30, ~~Guangzhou~~2018 ~~Rongxin~~on Form 10-Q. In addition, the company was subject to Exchange Act reporting requirements including filing 10Q’s and 10Ks. The Company was aout ~~shell~~of ~~company~~compliance with noExchange Act ~~operations~~reporting. ~~until~~SCC attempted to contact the Company’s ~~entered~~officers ~~into~~and ~~the~~directors ~~Share~~through ~~Exchange Agreement~~letters, emails, and phone calls, with ~~Jinke~~no success. The Custodian filed Form 15 on ~~January~~November 286, ~~2015~~2020 to suspend the duty to file reports under Section 15d of the Securities Exchange Act of ’34.

~~Sale~~SCC was a shareholder in the Company and applied to the Court for an Order appointing SCC as the Custodian. This application was for the purpose of reinstating the Company’s ~~Wholly-Owned~~corporate ~~Subsidiaries~~charter ~~Global~~to ~~Telecom~~do ~~Holdings~~business ~~Limited~~ and ~~China~~restoring ~~Teletech~~value ~~Limited~~to the Company for the benefit of the stockholders.

OnSCC ~~January~~performed ~~1, 2015,~~ the ~~Company~~following ~~entered into~~actions anin ~~agreement with an independent third party to dispose of~~ its ~~wholly-owned subsidiaries, Global Telecom Holdings, Ltd. and~~capacity ~~China~~as ~~Teletech Limited for a cash consideration of US$2,000.~~custodian:

~~Share~~· ~~Exchange~~Funded any expenses of the company including paying off outstanding liabilities · Brought the Company back into compliance with ~~Jinke~~the Nevada Secretary of State, resident agent, transfer agent · Appointed officers and directors and held a shareholders meeting

On January 28, 2015, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Shenzhen Jinke Energy Development Co., Ltd., a company organized under the laws of the People’s Republic of China (“Jinke”), and Guangyuan Liu, the holder of 97% of the equity interest of Jinke, pursuant to which we acquired 51% of the issued and outstanding equity securities of Jinke (the “Share Exchange”). Both the Company and Jinke believed that the acquisition transaction is in the best interest of their respective shareholders. The ~~Company~~Custodian ~~believed~~paid ~~that~~ the ~~acquisition~~following ~~would~~expenses ~~enhance~~on ~~the value of the Company through the~~behalf ~~acquisition~~ of ~~a majority equity interest in Jinke’s viable business, and Jinke believes that such transaction will afford Jinke access to~~ the ~~U.S. capital market and other possible financial resources. Prior to the execution of the Cooperation Agreement, there was no material relationship between the~~ company and its affiliates and JinKe and its affiliates=. Jinke was introduced to the Company by Ms. Chen Xiaoqiao, a PRC resident, who is a mutual business contact of Ms. Li Yankuan, the Company’s former CEO and Mr. Liu Guangyuan, Jinke’s former owner. For her role in this, Ms. Chen received 1,000,000 shares of the Company’s common stock subsequent to the closing of the acquisition. Other than the foregoing, no third party played a material role in arranging or facilitating the acquisition.:

~~The~~· ~~Company~~Florida ~~and~~Secretary ~~Jinke~~of ~~had~~State ~~previously~~for ~~entered into~~reinstatement ~~a certain cooperation agreement on June 30, 2014. The Cooperation Agreement was superseded and replaced by the Share Exchange Agreement by and between the Company and Jinke, dated as~~ of ~~January 28, 2015. The parties decided to change from an asset purchase to a share purchase primarily due to~~ the difficulty in ascertaining Jinke’s assets to be acquired based on the percentages as set forth in the previous cooperation agreement. In connection with the Share Exchange, the cooperation agreement dated June 30, 2014 into which Jinke and the Company ~~previously entered~~, ~~and which was first disclosed on the Company’s current report on Form 8-K filed August 8~~$1,925 ~~2014,~~· ~~was~~Shareholders ~~terminated~~Meeting ~~and~~$500 ~~superseded~~· inVstock ~~its~~Transfer ~~entirety by the Share Exchange Agreement~~$4,468.92

2Upon appointment as the Custodian of the Company and under its duties stipulated by the Florida court, SCC took initiative to organize the business of the issuer. As Custodian, the duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the Florida Secretary of State. SCC also had authority to enter into contracts and find a suitable merger candidate. SCC was compensated for its role as custodian in the amount of $80,000. SCC did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged on March 15, 2021.

~~Pursuant~~On toNovember ~~the~~20, ~~Share Exchange Agreement~~2020, ~~the~~ ~~Company~~a ~~agreed~~change toin ~~issue~~control ~~an aggregate~~ of ~~20,000,000~~the Company ~~shares~~occurred ofwhen ~~its~~SCC ~~common~~entered ~~stock,~~into ~~$0.001~~a ~~par~~Stock ~~value~~Purchase ~~per~~Agreement ~~share~~ (the “~~Common Stock~~Agreement”) to ~~the~~with ~~Jinke~~World ~~Shareholder~~Capital inHolding, ~~exchange~~Ltd., ~~for~~whereby World ~~51%~~Capital ofHolding, ~~the~~Ltd. ~~issued~~paid ~~and~~SCC ~~outstanding~~$80,000 ~~securities~~in consideration of ~~Jinke. Of the 20~~1,~~000~~500,000 shares toof ~~be issued~~Convertible bySeries ~~the~~A ~~Company,~~Preferred 16Stock and 2,000~~,000~~ ~~were~~restricted Common ~~issued~~Shares onof ~~October~~Stock. 6,These ~~2014~~shares ~~and~~represent ~~delivered~~the tocontrolling block of stock. Yang, Kung Fu is the ~~Jinke~~control ~~Shareholder~~person ~~and~~for ~~his~~World ~~designee~~Capital ~~prior~~holding, toLtd. ~~closing~~ and ~~4,000,000~~Yan ~~were~~Ping toSheng beis ~~issued~~the officer and ~~delivered~~director. atRhonda ~~closing.~~Keaveney ~~The~~resigned ~~Share~~as ~~Exchange~~the ~~closed~~Company’s onsole ~~January~~officer ~~28,~~and ~~2015~~director and appointed Yan Ping Sheng as officer and director.

InOn ~~connection~~November ~~with~~7, 2024, the ~~Share~~Company ~~Exchange~~approved a 1-for-100,000 reverse stock ~~Mr.~~split ~~Guangyuan~~of ~~Liu~~its ~~was~~outstanding ~~appointed~~common astock. ~~director~~As ofa result, the ~~Company,~~number ~~and~~of ~~Ms.~~issued ~~Yankuan~~and Lioutstanding shares was ~~appointed~~proportionally areduced, ~~director~~while ofthe authorized ~~Jinke~~shares remained unchanged. ~~Immediately~~Concurrently, ~~following~~ the ~~Share~~Company ~~Exchange~~changed its corporate name from China Teletech Holding, MrInc. ~~Liu~~to ~~beneficially~~Cluster Group ~~owned~~Holdings 10Limited Co.~~87%~~ ofand ~~the~~its ~~issued~~trading ~~and~~symbol ~~outstanding~~changed ~~common~~from ~~stock~~CNCT ofto ~~the~~CLUS ~~Company,~~to ~~which~~reflect ~~included~~its new corporate identity. These corporate actions ~~shares~~became ~~held~~effective byon MrJanuary 28, 2025. ~~Liu’s~~For ~~son~~all periods presented in this Report, ~~Jiexun~~share ~~Liu~~and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split.

~~Incorporation of Strategic Services Group Limited~~2

~~On November 8, 2016, Strategic Services Group Limited~~ (~~“SSGL”~~b) ~~was~~Business ~~incorporated in the British Virgin Islands and became a wholly owned subsidiary~~ of ~~the Company. SSGL is an investment holding company with no business operation since its incorporation.~~Issuer

~~Rescission~~Cluster ~~Agreement~~Group Holdings Limited Co.’s contemplated business plan is to engage in cluster consumption in the food industry, to include food products, channels of distribution, and operations and has been in search of a merger, acquisition, reverse merger or a business transaction opportunity with ~~Jinke~~an operating business or other financial transaction; however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does not expect to have significant operations and plans to acquire a business in the food industry. At this time, the Company has no arrangements or understandings with respect to any potential merger, acquisition, reverse merger or business combination candidate pursuant to which the Company may become an operating company.

OnOpportunities ~~November~~may ~~15,~~come ~~2016,~~to the Company’s attention from various sources, ~~Jinke~~including our management, our stockholders, professional advisors, securities broker dealers, venture capitalists and ~~Guangyuan~~private ~~Liu~~equity ~~entered~~funds, ~~into~~members aof ~~certain~~the ~~Mutual~~financial ~~Rescission~~community ~~Agreement~~and (others who may present unsolicited proposals. At this time, the ~~“Rescission~~Company ~~Agreement ”)~~has no plans, ~~whereby~~understandings, ~~the parties~~agreements, ~~agreed~~or commitments with any individual or entity to ~~rescind~~act ~~the~~as ~~Jinke~~a ~~Exchange~~finder ~~Agreement~~in ~~and~~regard ~~unwind~~to any business opportunities. While it is not currently anticipated that the ~~Jinke~~Company ~~Reverse~~will ~~Merger~~engage asunaffiliated ifprofessional ~~they~~firms ~~never~~specializing in ~~occurred~~business acquisitions, ~~for~~reorganizations aor ~~consideration of~~other 10such transactions,~~000,000~~ ~~restricted~~such ~~shares~~firms (may be retained if such arrangements are deemed to be in the ~~“Rescission~~best ~~Shares”)~~interest of the Company’s. ~~common~~Compensation ~~stock~~ to bea ~~issued~~finder toor ~~Guangyuan~~business acquisition firm may take various forms, including one-time ~~Liu~~cash ~~upon~~payments, ~~closing~~payments involving issuance of securities (including those of the ~~transactions~~Company), ~~contemplated~~or inany combination of these or other compensation arrangements. Consequently, the ~~Rescission~~Company ~~Agreement~~is currently unable to predict the cost of utilizing such services.

~~Share~~The ~~Exchange~~Company ~~with~~has ~~Liaoning~~restricted ~~Kuncheng~~its search to a business ~~Education~~in ~~Investment~~the Cofood industry, including food products and channels of distribution. ~~Ltd~~In evaluating a potential transaction, the Company analyzes all available factors and make a determination based on a composite of available facts, without reliance on any single factor.

OnIt ~~November~~is ~~15,~~not ~~2016,~~possible ~~the~~at ~~Company,~~this time to predict the ~~Liaoning~~nature ~~Kuncheng~~of ~~Education~~a ~~Investment~~transaction ~~Co.~~in ~~Ltd~~which the Company may participate., aSpecific ~~company~~business ~~organized~~opportunities ~~under~~would be reviewed as well as the ~~laws~~respective needs and desires of the ~~People’s~~Company ~~Republic~~and ofthe ~~China~~legal (structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint ~~“Kuncheng”)~~venture, license, purchase and ~~Kunyuan~~sale ~~Yang~~of assets, or purchase and sale of stock, or other arrangement the ~~sole~~exact ~~shareholder~~nature of ~~Kuncheng~~which (cannot now be predicted. Additionally, the ~~“Kuncheng~~Company ~~Shareholder”)~~may act directly or indirectly through an interest in a partnership, ~~entered~~corporation or other form ~~into~~of aorganization. ~~certain~~Implementing ~~share~~such ~~exchange~~structure ~~agreement~~may (require the ~~“Kuncheng~~merger, ~~Exchange~~consolidation, ~~Agreement”)~~or ~~pursuant~~reorganization toof ~~which~~the Company with other business organizations and there is no assurance that the Company ~~agreed~~would tobe the surviving entity. In addition, our present management and stockholders ~~purchase~~may ~~51%~~not have control of a majority of the ~~equity~~voting ~~ownership~~shares inof ~~Kuncheng~~the Company following reorganization or other financial transaction. As part of such a transaction, ~~with~~some or all of the ~~purchase~~Company’s ~~price~~existing asdirectors anmay ~~aggregate~~resign and new directors may be appointed. The Company’s operations following the consummation of 30a ~~million~~transaction ~~shares~~will be dependent on the nature of ~~Common~~the ~~Stock~~transaction. There may also be various risks ~~issued~~inherent toin the ~~Kuncheng~~transaction, ~~Shareholder (~~the ~~“Kuncheng~~nature ~~Share~~and ~~Exchange”)~~magnitude of which cannot be predicted.

3The Company may also be subject to increased US and China governmental regulations following a transaction; however, it is not possible at this time to predict the nature or magnitude of such increased regulation, if any.

~~Sale~~The ofCompany ~~Strategic~~expects to continue to incur moderate ~~Services~~losses ~~Group~~each ~~Limited~~quarter until a transaction considered appropriate by management is effectuate.

~~On October~~At ~~31,~~present ~~2017,~~financial ~~the~~revenue ~~Company~~has ~~and~~not Msyet been realized. LiThe ~~Yankuan~~Company ~~entered~~hopes ~~into~~to araise ~~share~~capital ~~exchange~~in ~~agreement~~order ~~(the “Strategic Services Share Exchange Agreement”), pursuant~~ to ~~which~~fund Msthe acquisitions. LiAll ~~Yankuan~~statements ~~acquired~~involving ~~100%~~our ofbusiness ~~the~~plan ~~issued~~are ~~and outstanding equity securities of~~forward ~~Strategic~~looking ~~Services~~statements ~~Group~~and ~~Limited~~have ~~for~~not abeen ~~consideration~~implemented as of ~~$3,000~~this filing.

~~Rescission~~The ~~Agreement~~Company ~~with~~is ~~Liaoning~~moving in a new direction, statements ~~Kuncheng~~made ~~Education~~relating ~~Investment~~to Coour contemplated business combination are forward looking statements and we have no history of performance. ~~Ltd~~Current management does not have any experience in acquisition of companies but is actively looking for a suitable person to incorporate into the management team.

On December 22, 2017 (the “Effective Date”), the Company, Kuncheng and the Kuncheng Shareholder entered into a certain Mutual Rescission Agreement (the “Rescission Agreement”), whereby the parties agreed to rescind the Kuncheng Exchange Agreement and unwind the Kuncheng Reverse Merger as if they never occurred. Upon closing of the Rescission Agreement on Effective Date, the Kuncheng Shareholder returned and surrendered the Company Shares and the Company returned and surrendered the Kuncheng Shares and return to Kuncheng or its designee the 51% of the ownership in Kunyuan.3

~~Pursuant~~The toanalysis ~~the~~will ~~Rescission~~be ~~Agreement~~undertaken ~~and in~~by ~~connection~~or ~~with~~under the supervision ~~unwinding~~ of ~~Kuncheng~~our ~~Reverse Merger, Mr~~management. ~~Kunyuan~~As ~~Yang,~~of the ~~Kuncheng~~date ~~Shareholder, has resigned from the Board as~~ of ~~the~~this ~~Effective~~filing, ~~Date~~we ~~and~~have ~~effective immediately. The Kuncheng Shareholder did~~ not ~~resign~~entered asinto adefinitive ~~result~~agreements. ofIn ~~any~~our ~~disagreement~~continued efforts ~~with~~to ~~the~~analyze ~~Company~~potential onmerger ~~any~~candidates, ~~matter~~we ~~relating~~intend to ~~its~~consider ~~operation,~~the ~~policies~~following ~~(including accounting or financial policies), or practices.~~factors:

~~The~~· ~~address~~Potential for growth, indicated by anticipated market expansion or new technology; · Competitive position as compared to other businesses of similar size and experience within our ~~principal~~contemplated ~~executive offices~~segment ~~and~~as ~~corporate~~well ~~offices~~as iswithin ~~Liwan~~the ~~District,~~industry ~~No.145~~as ~~Enzhou~~a ~~Big~~whole; ~~Lane,~~· B2Strength ~~Fuli~~and ~~Square~~diversity of management, ~~8th~~and ~~Zhongshan~~the ~~Road~~accessibility of required management expertise, ~~Unit~~personnel, ~~505~~services, ~~5/F~~professional assistance and other required items; · Capital requirements and anticipated availability of required funds, ~~Guangzhou~~to be provided by the Company or from operations, ~~Guangdong~~ through the sale of additional securities or convertible debt, ~~China.~~through ~~Our~~joint ~~telephone~~ventures ~~number~~or issimilar ~~00852-6873-3117.~~arrangements or from other sources; · The extent to which the business opportunity can be advanced in our contemplated marketplace; and · Other relevant factors

~~Recent~~In ~~Developments~~applying the foregoing criteria, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities for identifying and completing our contemplated business plan to merge with a company operating in the food service industry, to include food products, channels of distribution.

OnWe ~~December~~are 29unable to predict when we will, ~~2017~~if ever, ~~Yankuan~~identify Liand ~~resigned~~implement ~~from~~a ~~her~~business ~~positions~~plan. asWe ~~President,~~anticipate ~~Chairman~~that a proposed merger candidate would be made available to us through personal contacts of ~~the~~our ~~Board~~directors, ~~Director~~officers ofand ~~the~~principal ~~Board~~stockholders, professional advisors, broker-dealers, venture capitalists, members of the financial community and ~~Chief~~others ~~Executive~~who ~~Officer~~may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or ofto otherwise compensate the ~~Company,~~persons ~~effective~~who ~~immediately.~~introduce ~~There~~the ~~shall~~Company beto nobusiness ~~interim~~opportunities ~~Chief~~in ~~Executive~~which ~~Officer~~we participate.

~~There~~We ~~was~~expect nothat ~~disagreement~~our due diligence will encompass, ~~between~~among ~~Ms.~~other Lithings, meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well as a review of financial and other information, which is made available to the Company. This due diligence review will be conducted either by our management or by third parties we may engage. We anticipate that we may rely on ~~any~~the ~~matter~~issuance ~~relating~~of toour ~~its~~common ~~operations,~~stock ~~policies~~in lieu of cash payments for services or ~~practices~~expenses related to any analysis.

~~BUSINESS~~We may incur time and costs required to select and evaluate our business structure and complete a merger, which cannot presently be determined with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business that is not ultimately completed may result in a loss to the Company. These fees may include legal costs, accounting costs, finder’s fees, consultant’s fees and other related expenses. We have no present arrangements for any of these types of fees.

~~After~~We anticipate that the ~~execution~~investigation of specific business opportunities and the ~~Rescission~~negotiation, ~~Agreement~~drafting and execution of relevant agreements, disclosure documents and other instruments wewill ~~became a shell~~require ~~company~~substantial ~~with~~management notime ~~operations.~~and ~~Additionally~~attention and substantial cost for accountants, ~~there~~attorneys, ~~was~~consultants, noand ~~operation~~others. atCosts may be incurred in the ~~Company’s~~investigation ~~wholly-owned~~process, which may not be recoverable. Furthermore, even if an agreement is reached for the participation ~~subsidiaries~~in a specific business opportunity, ~~Strategic~~the ~~Services~~failure ~~Group~~to ~~Limited~~consummate that transaction may result in a loss to the Company of the related costs incurred.

~~Strategy~~As of the time of this filing, the Company has not implemented a business combination. Our plan is to implement a business combination by merging with, or acquiring, an operating entity that offers opportunities in the food service industry, to include food products, channels of distribution. We are actively looking for a suitable merger candidate and evaluating potential target companies that align with our business needs. This will require review of financials, products and management of the merger candidate. We anticipate the review process could take up to 30 days after a viable candidate is located.

~~We are an investment holding company with no operations, but we are actively exploring opportunities to acquire business in both China and the rest of the world.~~4

4Competition

~~Employees~~The Company is in direct competition with many other entities in its efforts to locate a suitable merger candidate. Included in the competition are business development companies, special purpose acquisition companies (“SPACs”), venture capital firms, small business investment companies, venture capital affiliates of industrial and financial companies, broker-dealers and investment bankers, management consultant firms and private individual investors. Many of these entities possess greater financial resources and are able to assume greater risks than those which our Company could consider. Many of these competing entities also possess significantly greater experience and contacts than the Company’s management. Moreover, the Company also competes with numerous other companies similar to it for such opportunities.

AsEffect of ~~March~~Existing ~~29,~~or ~~2018,~~Probable weGovernmental ~~have~~Regulations ~~three~~on ~~full-time employee~~the ~~and three part-time employee.~~Business

~~Emerging~~We ~~Growth~~are ~~Company~~subject ~~Status~~to the Exchange Act and the Sarbanes-Oxley Act of 2002. Under the Exchange Act, we are required to file with the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The Sarbanes-Oxley Act creates a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and to strengthen auditor independence. It also (1) requires steps be taken to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; (2) establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; (3) creates guidelines for audit committee members’ appointment, and compensation and oversight of the work of public companies’ auditors; (4) prohibits certain insider trading during pension fund blackout periods; and (5) establishes a federal crime of securities fraud, among other provisions.

We are analso ~~“emerging~~be ~~growth~~subject ~~company,” as~~to ~~defined~~Section ~~in the Jumpstart Our Business Startups Act,~~ 14(~~the “JOBS Act”~~a) ~~and we are eligible to take advantage~~ of ~~certain~~the ~~exemptions~~Exchange ~~from various reporting and financial disclosure requirements that are applicable to other public companies~~Act, ~~that~~which ~~are not~~requires ~~emerging~~all ~~growth~~ companies, ~~including,~~with ~~but~~securities ~~not~~registered ~~limited~~pursuant to, Section 12(1g) ~~presenting~~of ~~only~~the ~~two~~Exchange ~~years~~Act ofto ~~audited~~comply ~~financial~~with ~~statements~~the rules and ~~only~~ ~~two~~regulations ~~years~~ of ~~related~~the ~~management’s~~SEC ~~discussion~~regarding ~~and~~proxy ~~analysis~~solicitations, ofas ~~financial~~outlined ~~condition~~in ~~and~~Regulation ~~results~~14A. ofMatters ~~operations~~submitted into our ~~initial~~stockholders at ~~public~~a ~~offering,~~special ~~(2)~~or ~~not~~annual ~~being~~meeting ~~required~~thereof toor ~~comply~~pursuant ~~with~~to ~~the~~a ~~auditor~~written ~~attestation~~consent ~~requirements~~require ofus ~~Section~~to ~~404~~provide ofour ~~the~~stockholders ~~Sarbanes-Oxley Act~~with ~~of 2002 (~~the ~~“Sarbanes-Oxley~~information ~~Act”), (3) reduced disclosure obligations regarding executive compensation~~ outlined in ~~our periodic~~Schedules ~~reports~~14A ~~and~~or ~~proxy~~14C ~~statements, and (4) exemptions from the requirements~~ of ~~holding~~Regulation a14A. ~~nonbinding~~Preliminary ~~advisory~~copies ~~vote on executive compensation and stockholder approval~~ of ~~any~~this ~~golden~~information ~~parachute~~must ~~payments~~be ~~not~~submitted ~~previously~~to ~~approved.~~the WeSEC ~~intend~~at toleast ~~take~~10 ~~advantage~~days ofprior ~~these~~to ~~exemptions.~~the Asdate athat ~~result,~~definitive ~~stockholders~~copies ~~may~~of ~~have~~this ~~less~~ information ~~then~~are ~~they~~provided ~~might~~to ~~otherwise~~our ~~have~~stockholders.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We elected to opt out of such extended transition period and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.Employees

WeAs ~~could~~of ~~remain~~December an31, ~~emerging growth company for up to five years~~2024, orwe ~~until~~had ~~the~~one ~~earliest~~officer ofand director. ~~(1)~~We ~~the~~anticipate ~~last~~that ~~day~~we ofwill ~~the~~begin ~~first~~to ~~fiscal~~fill ~~year~~out ~~in which~~ our ~~annual~~management ~~gross~~team ~~revenues~~as ~~exceed $1~~and ~~billion,~~when ~~(2) the date that~~ we ~~become~~raise acapital ~~“large~~to ~~accelerated~~begin ~~filer”~~implementing asour ~~defined~~business plan. inIn ~~Rule 12b-2 under~~ the ~~Exchange Act~~interim, ~~which~~ ~~would~~we ~~occur~~will ifutilize ~~the~~independent ~~market~~consultants ~~value~~to ofassist ~~our~~with ~~common~~accounting ~~stock~~and ~~that~~administrative ismatters. ~~held~~We bycurrently ~~non-affiliates~~have no ~~exceeds~~employment ~~$700~~agreements ~~million~~and asbelieve ~~of the last business day of~~ our ~~most~~consulting ~~recently~~relationships ~~completed~~are ~~second~~satisfactory. ~~fiscal~~We ~~quarter~~plan ~~and~~to wecontinue ~~have~~to ~~been~~hire ~~publicly~~independent ~~reporting~~consultants from ~~for~~time atto ~~least~~time ~~12 months, or (3) the date~~ on ~~which~~an ~~we have issued more than $1 billion in non~~as-~~convertible~~needed ~~debt during the preceding three-year period~~basis.

~~Item~~ITEM 1A. ~~Risk~~RISK ~~Factors.~~FACTORS

~~Not~~We ~~applicable because we~~ are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~Item~~ITEM 1B. ~~Unresolved~~UNRESOLVED ~~Staff~~STAFF ~~Comments.~~COMMENTS

Not applicable ~~because~~to ~~we are~~ a “smaller ~~reporting~~ reporting company” as defined in Item 10(f)(1) of Regulation S-K.

~~Item~~ITEM 21C. ~~Properties.~~CYBERSECURITY

~~Our~~Cybersecurity ~~corporate~~Risk ~~office is located at Liwan District~~Management, ~~No.145 Enzhou Big Lane~~Strategy, ~~B2 Fuli Square, 8th Zhongshan Road, Unit 505, 5/F, Guangzhou, Guangdong, China. This office is free of charge as provided by Ms. Yankuan Li, our former President~~ and ~~Chief Executive Officer.~~Governance

WeThe Company ~~believe~~currently ~~that~~manages its cybersecurity risk through a variety of practices applicable to all users of its information technology and assets, including our officers, ~~current~~directors, ~~facilities~~contractors, and vendors. These practices include the use of passwords protocols, third ~~are~~party ~~adequate~~firewalls, antivirus protections, and ~~suitable~~secure ~~for~~cloud-based ~~our~~data ~~operations~~storage. The Company also promotes general security awareness through basic user access controls and regular internal monitoring.

5The Board of Directors oversees cybersecurity risks and performs an annual review of the Company’s cybersecurity program, including management’s actions to identify, detect, and respond to potential threats.

~~Item~~As of 3.the ~~Legal~~date ~~Proceedings~~of this report, the Company has not experienced any material cybersecurity incidents, nor has it identified any material cybersecurity threats that have affected or are reasonably likely to materially affect its business strategy, results of operations, or financial condition.

~~We have not been involved in any material legal proceedings, other than the ordinary litigation incidental to our business; except for the following:~~5

~~Dong~~ITEM Liu, the former Chairman of the Board of Directors of the Company, individually and on behalf of the Company, commenced the action on October 9, 2014 against Yankuan Li, the Company’s former President, Chief Executive Officer and director, Jiewen Li, Yuan Zhao, a director of the Company, and Jane Yu, the Company’s Chief Financial Officer and Secretary, asserting claims sounding in fraud, civil conspiracy to commit fraud, breach of fiduciary duty and unjust enrichment2. Dong Liu never served the complaint on the individual defendants. Instead, he moved by order to show cause on November 3, 2014, for a temporary restraining order and preliminary injunction to enjoin the Company from proceeding with a merger with Jinke, granting Dong Liu unfettered access to the Company’s books and records and permitting him to serve the individual defendants by a method other than those permitted by the New York State Civil Practice and Laws or the Hague Convention on Service Abroad of Judicial and Extrajudicial Documents in Civil and Commercial Matters. On November 6, 2014, the New York Supreme Court denied the temporary restraining order and set up a briefing schedule to determine the preliminary injunction. On February 18, 2015, the court issued a decision denying Dong Liu’s motion for a preliminary injunction and granting the defendants’ motion by dismissing the complaint without prejudice. Since that time, Dong Liu, the plaintiff has made no effort to re-plead the case or challenge the ruling. Under New York court rules, Dong Liu, the plaintiff’s time to re-argue the motion or serve notice to appeal has expired.PROPERTIES

~~Other~~The ~~than~~Company asdoes ~~disclosed~~not ~~above,~~own ~~there are no proceedings in which~~ any ofreal ~~our~~estate ~~directors, officers~~ or ~~any~~other properties ofand ~~their~~has ~~respective~~not ~~affiliates,~~entered orinto any ~~beneficial~~long-term ~~stockholder~~lease ~~of more than five percent of our voting securities, is an adverse party~~ or ~~has~~rental aagreements ~~material~~for ~~interest adverse to our interest~~property.

~~Item~~ITEM 43. ~~Mine~~LEGAL ~~Safety Disclosures.~~PROCEEDINGS

~~Not~~There ~~applicable~~are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse to the Company.

~~PART~~ITEM II4. MINE SAFETY DISCLOSURES

~~Item~~Not 5applicable. ~~Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~

~~Market Information~~6

~~Our~~PART common stock trades on the OTC Pink Markets under the symbol "CNCT". The OTC Pink is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter ("OTC") equity securities. An OTC equity security generally is any equity that is not listed or traded on a national securities exchange.II

~~The~~(a) ~~following~~Market ~~table shows, for the periods indicated, the high and low bid prices per share of our common stock as reported by the OTC Pink quotation service~~Information. These bid prices represent prices quoted by broker-dealers on the OTC Pink quotation service. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

	High		Low
Fiscal Year 2016
First quarter ended March 31, 2016	$	0.01	$	0.01
Second quarter ended June 30, 2016	$	0.03	$	0.01
Third quarter ended September 30, 2016	$	0.03	$	0.01
Fourth quarter ended December 31, 2016	$	0.03	$	0.01
Fiscal Year 2017
First quarter ended March 31, 2017	$	0.00	$	0.00
Second quarter ended June 30, 2017	$	0.00	$	0.00
Third quarter ended September 30, 2017	$	0.00	$	0.00
Fourth quarter ended December 31, 2017	$	0.01	$	0.01

Our common stock is currently quoted on the OTC market “Pink Sheets” under the symbol CLUS. There is limited liquidity in the public trading market for our common stock, and trading in our shares has been sporadic. We do not believe that the limited or sporadic quotations on the OTC market “Pink Sheets” constitute an established public trading market for our common stock.

6The following table sets forth the high and low bid prices for our common stock for each quarterly period within the two most recent fiscal years and the subsequent interim period. These quotations reflect inter-dealer prices and may not represent actual transactions.

Approximate Number of Equity Security Holders

	Price Range
Period	High		Low
Year ended December 31, 2024
First Quarter	$	468	$	40
Second Quarter	$	400	$	110
Third Quarter	$	110	$	10
Fourth Quarter	$	790	$	20
Year Ended December 31, 2023:
First Quarter	$	380	$	160
Second Quarter	$	315	$	100
Third Quarter	$	900	$	200
Fourth Quarter	$	520	$	210

As of ~~March~~April 2914, ~~2018~~2025, ~~there~~the ~~were~~closing ~~approximately~~price of our common ~~114~~stock ~~stockholders~~as ofreported ~~record~~on the OTC market “Pink Sheets” was $200 per share.

~~Dividends~~(b) Holders.

~~Holders~~As of ~~our~~April ~~common~~14, ~~stock are entitled to receive dividends if~~2025, asthere ~~and~~are ~~when~~approximately ~~declared~~116 holders byof ~~the~~an ~~Board~~aggregate of ~~Directors~~4,399 ~~out~~shares of ~~funds legally available therefore. We have never declared or paid any dividends on~~ our ~~common~~Common ~~stock.~~Stock Weissued ~~intend to retain any future earnings for use in the operation~~ and ~~expansion of our business~~outstanding. ~~Consequently, we do not anticipate paying any cash dividends on our common stock to our stockholders for the foreseeable future.~~

~~Securities~~(c) ~~Authorized for Issuance under Equity Compensation Plans~~Dividends.

We have not paid any cash dividends to date and do not ~~have~~anticipate or contemplate paying dividends in ~~effect~~the ~~any~~foreseeable ~~compensation plans~~future. ~~under~~It ~~which~~is ~~our~~the ~~equity~~president ~~securities~~intention ~~are~~of ~~authorized~~management to utilize all available funds for ~~issuance~~the development of the Registrant’s business.

~~Recent~~(d) ~~sales~~Securities ofauthorized ~~unregistered~~for ~~securities~~issuance under equity compensation plans.

~~The Company's common stocks issued in 2017 and 2016 are summarized as follows~~None.

Name of Shareholder	Date	Number of Shares	Value Per Share	Reason for Issuance
Kunyuan Yang	January 3, 2017	10,000,000	$0.0035	Salary compensation
Wei Yuan	January 3, 2017	2,500,000	$0.0035	Salary compensation
Jianhang Li	January 3, 2017	1,000,000	$0.0035	Salary compensation
Jiewei Li	January 3, 2017	2,200,000	$0.0035	Salary compensation
Zefeng Sun	January 3, 2017	1,500,000	$0.0035	Bonus compensation
Wei Wang	January 3, 2017	2,500,000	$0.0035	Commission
Francis San Chuan Wee	January 3, 2017	2,500,000	$0.0035	Salary compensation
Wanping Ye	January 3, 2017	1,000,000	$0.0035	Salary compensation
Di Sun	February 3, 2017	500,000	$0.00215	Bonus compensation
Shaojuan Yang	February 3, 2017	500,000	$0.00215	Bonus compensation
Jiaoyang Zhao	February 3, 2017	490,000	$0.00215	Bonus compensation
Sicheng Wang	February 8, 2017	50,000	$0.00265	Bonus compensation
Wenying Li	February 8,2017	1,000,000	$0.00265	Bonus compensation
Hong Wang	February 8,2017	315,000	$0.00265	Bonus compensation
Xuanming Tao	February 8,2017	95,000	$0.00265	Bonus compensation
Bing Shao	July 12, 2017	200,000	$0.0034	Bonus compensation
Qi Song	July 12, 2017	1,500,000	$0.0034	Bonus compensation
Shengwei Guo	July 12, 2017	1,500,000	$0.0034	Bonus compensation
Yifu Dong	July 12, 2017	50,000	$0.0034	Bonus compensation
Baicheng Yang	September 1, 2017	1,000,000	$0.004	Bonus compensation
Hong Bai	September 1, 2017	970,000	$0.004	Bonus compensation
Rui Xu	September 1, 2017	1,000,000	$0.004	Bonus compensation
Xiang Fu	September 1, 2017	2,000,000	$0.004	Bonus compensation
Cui'e Wang	October 1, 2017	500,000	$0.0033	Bonus compensation
Jiaxuan Sun	October 1, 2017	390,000	$0.0033	Bonus compensation
Yankuan Li	October 1, 2017	10,000,000	$0.0033	Bonus compensation
Guangbin Luo	October 1, 2017	600,000	$0.0033	Bonus compensation
Mengchun Huang	November 1, 2017	800,000	$0.006	Bonus compensation
ANG QIAN FONG JASPER	November 1, 2017	500,000	$0.006	Bonus compensation
LEE SHAO FENG RYAN	November 1, 2017	2,000,000	$0.006	Bonus compensation
Yingyi Liu	November 1, 2017	300,000	$0.006	Bonus compensation
Jiewei Li	December 20 ,2017	3,000,000	0.0027	Bonus compensation
Xiang Fu	December 20 ,2017	2,000,000	0.0027	Bonus compensation
Xindong Kang	December 20 ,2017	500,000	0.0027	Bonus compensation
Total		54,960,000

ITEM 6. RESERVED

OnNot ~~January 3,~~applicable ~~2017,~~to ~~the~~a ~~Company~~“smaller ~~issued~~reporting ancompany” as ~~aggregate~~defined ofin 10Rule ~~million~~12b-2 ~~shares~~ of ~~our~~the ~~Common~~Exchange ~~Stock to Mr~~Act. ~~Kunyuan Yang as compensation for services provided..~~

~~All~~ITEM ~~above~~7. ~~securities~~MANAGEMENT’S ~~issued~~DISCUSSION ~~were~~AND ~~offered and~~ANALYSIS ~~issued~~OF inFINANCIAL ~~reliance~~CONDITION ~~upon~~AND ~~the~~RESULTS ~~exemption~~OF from registration pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation S promulgated thereunder.OPERATIONS

~~Recent~~This ~~purchase~~Management’s Discussion and Analysis of ~~unregistered~~Financial ~~securities~~Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the ~~except~~perspective asof ~~otherwise~~our ~~disclosed~~management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in ~~this~~conjunction ~~report~~with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, ~~there~~the ~~has~~following nodiscussion ~~recent~~and ~~purchase~~analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of ~~unregistered~~selected ~~securities~~events bymay usdiffer materially from those anticipated in these forward-looking statements as a result of many factors.

~~Item~~Business ~~6. Selected Financial Data.~~Overview

~~Not~~Our ~~applicable~~business ~~because~~plan weincludes mergers and acquisitions of operating companies. We are atentatively ~~smaller~~looking for capital or different target companies in same industry for acquisition for our ~~reporting~~business ~~company~~plan. Our business is not yet operational.

~~Item~~Recent ~~7. Management's Discussion and Analysis of Financial Condition and Results of Operations.~~Developments

~~The~~On ~~following~~November ~~discussion and~~4, ~~analysis~~2020, ofa ~~the~~change ~~results~~in ofcontrol ~~operations and financial condition~~ of the Company ~~for~~occurred ~~the~~when ~~years~~World ~~December~~Capital 31Holding, ~~2017~~Ltd. ~~and~~entered ~~2016~~into ~~shall be~~a ~~read~~Stock inPurchase ~~conjunction~~Agreement with ~~its~~Small ~~financial~~Cap ~~statements~~Compliance, ~~and notes~~LLC. ~~Our~~Pursuant ~~discussion includes forward-looking statements based upon current~~to ~~expectations~~the ~~that~~agreement, ~~involve~~World ~~risks~~Capital ~~and uncertainties~~Holding, ~~such~~Ltd. asacquired ~~our plans~~1, ~~objectives~~500,000 ~~expectations~~shares ~~and intentions. Actual results~~ of ~~the~~ ~~timing~~Series ofA ~~events~~Convertible ~~could~~Preferred ~~differ materially from those projected in these forward-looking statements as a result of a number of factors~~Stock, ~~including~~representing ~~those set forth under~~ the ~~Risk Factors, Special Note Regarding Forward-Looking Statements and Business sections~~controlling inblock ~~our~~of ~~Form 10-K for~~ the ~~year~~Company’s ~~ended~~voting ~~December 31~~securities, ~~2017.~~along Wewith ~~use words such as "anticipate~~200,~~" "estimate~~000,"000 ~~"plan," "project,"~~shares ~~"continuing,"~~of ~~"ongoing,"~~restricted ~~"expect,"~~Common ~~"believe~~Stock," ~~"intend," "may,"~~for ~~"will,"~~a ~~"should,"~~total ~~"could,"~~purchase ~~and~~price ~~similar expressions to identify forward-looking statements~~of $80,000.

On November 7, 2024, the Company ~~Overview~~approved a 1-for-100,000 reverse stock split of its outstanding common stock. As a result, the number of issued and outstanding shares was proportionally reduced, while the authorized shares remained unchanged. Concurrently, the Company changed its corporate name from China Teletech Holding, Inc. to Cluster Group Holdings Limited Co. and its trading symbol changed from CNCT to CLUS to reflect its new corporate identity. These corporate actions became effective on January 28, 2025. For all periods presented in this Report, share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split.

OnGoing November 8, 2016, Strategic Services Group Limited (“SSGL”) was incorporated in the British Virgin Islands and became a wholly owned subsidiary of the Company. SSGL is an investment holding company with no business operation since its incorporation.Concern

OnOur ~~November~~auditor ~~15,~~has ~~2016, China~~indicated ~~Teletech~~in ~~Holding~~their ~~Inc.,~~reports aon our ~~Florida~~financial ~~corporation~~statements ~~(“China~~for ~~Teletech”),~~the ~~Liaoning~~fiscal ~~Kuncheng~~years ~~Education~~ended ~~Investment~~December ~~Co.~~31, ~~Ltd.~~2024, a ~~company~~that ~~organized~~conditions ~~under~~exist ~~the~~that ~~laws~~raise ofsubstantial ~~the~~doubt ~~People’s~~about ~~Republic~~our ofability to ~~China~~continue ~~(“Kuncheng”),~~as ~~and~~a ~~Kunyuan~~going ~~Yang,~~concern ~~the~~due ~~94.9% shareholder~~to ofour ~~Kuncheng~~recurring ~~(the~~losses ~~“Mr.~~from ~~Yang”)~~operations, ~~entered~~deficit ~~into~~in aequity, ~~share~~and ~~exchange agreement (~~the ~~“Kuncheng~~need ~~Share~~to ~~Exchange Agreement”),~~raise ~~pursuant~~additional capital to ~~which~~fund ~~China~~operations. ~~Teletech~~A ~~would~~“going ~~acquire~~concern” ~~51%~~opinion ofcould ~~the~~impair ~~issued~~our ~~and~~ability ~~outstanding~~to ~~equity~~finance ~~securities~~our ofoperations ~~Kuncheng (~~through the ~~“Kuncheng~~sale ~~Share Exchange”) upon closing~~ of ~~the~~debt or ~~transactions~~equity ~~underlying the Kuncheng Share Exchange~~securities.

OnResults ~~October~~of ~~31,~~Operations ~~2017,~~- ~~the~~Years ~~Company and Ms. Li Yankuan entered into a share exchange agreement (the “Strategic Services Share~~ended ~~Exchange~~December ~~Agreement”)~~31, ~~pursuant~~2024 ~~to which Ms. Li Yankuan acquired 100% of the issued~~ and ~~outstanding equity securities of Strategic Services Group Limited for a consideration of $3,000.~~ 2023

8Revenue

OnWe ~~December~~had ~~22, 2017~~no ~~(the~~revenues ~~“Effective~~from ~~Date”),~~operations ~~the~~for ~~Company, Kuncheng and~~ the ~~Kuncheng~~years ~~Shareholder~~ended ~~entered~~December ~~into a certain Mutual Rescission Agreement (the “Rescission Agreement”)~~31, ~~whereby the parties agreed to rescind the Kuncheng Exchange~~ ~~Agreement~~2024 and ~~unwind the Kuncheng Reverse Merger as if they never occurred~~2023. Upon closing of the Rescission Agreement on Effective Date, the Kuncheng Shareholder returned and surrendered the Company Shares and the Company returned and surrendered the Kuncheng Shares and return to Kuncheng or its designee the 51% of the ownership in Kunyuan.

AsGeneral ~~such,~~and asAdministrative ~~of the date of this report, the Company does not have any subsidiaries.~~Expense

~~Going~~General ~~Concern~~and Administrative Expenses were $58,459 for the year ended December 31, 2024 compared to $10,658 for the year ended December 31, 2023, an increase of $47,801. The increase resulted from expenses incurred as a SEC reporting company. Professional fess such as auditor fees of $27,500, consulting fees of $11,000 and other professional fees of $14,694 for the years ended December 31, 2024 increased compared to the same period in 2023.

The yearly consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.8

AsNet ~~of December 31, 2017, the Company has an accumulated loss of $8,060,734 due to the fact that the Company incurred losses over the past several years.~~Loss

~~These~~We ~~losses~~had ~~have~~a ~~affected~~net ~~the~~loss ~~Company’s ability to pay PRC government tax and outstanding loans. So far no tax payment has been in arrears. The balance~~ of ~~related~~$58,459 ~~party loans~~for asthe ofyear ~~December~~ended ~~31, 2017 and~~ December 31, ~~2016~~2024 ~~was approximately $0.51 million and $0.41 million respectively. The Company~~compared ~~has significantly relied on related party loans~~ to ~~meet~~$10,658 for the ~~liquidity~~year ~~and~~ended ~~capital resource requirements. The table below provides a description of our related party loans outstanding as of~~ December 31, ~~2017 and December 31, 2016:~~2023.

	December 31,		December 31,
Due to related parties	2017		2016
Ms. Li, Yankuan	$	514,550	$	413,152

Liquidity and Capital Resources- At December 31, 2024 and 2023

~~Ms.~~Cash ~~Yankuan~~Used ~~Li,~~in ~~former~~Operating Chief Executive Officer and Director of the Company until December 29, 2017, made advances to the Company to help fund the Company’s prior operations. These advances are unsecured and interest free. There is no due date for repayment.Activities

~~Results~~For the years ended December 31, 2024 and 2023, the Company had cash used in operating activities in the amount of ~~Operations~~$48,708 and $5,158, respectively, which were primarily due to net loss for the year with an increase in accounts payable and accrued expenses for the year ended December 31. 2023.

~~Results~~Cash ofUsed ~~Operation for~~in ~~the~~Investing ~~year ended December 31, 2017 compared with the year ended December 31, 2016~~Activities

~~Expenses~~For the years ended December 31, 2024 and 2023, the Company did not have any investing activities.

~~Our~~Cash ~~general~~Provided ~~and~~by ~~administrative expenses~~Financing ("G&A expenses") were $236,138 during the year ended December 31, 2017, as compared to $50,159 during the year ended December 31, 2016, representing an increase of $185,979, or 370.78%. The increase in G&A expenses was mainly due to the increase of share compensation granted and issued, and legal fee, auditing fee and SEC filing fee resulted from the share exchange.Activities

~~Net~~For ~~Income~~the years ended December 31, 2024 and 2023, the Company realized cash provided by financing activities in the amount of $48,708 and $5,158, respectively, which consisted of advances from our officer and director for working capital purposes.

~~Net~~As ~~loss~~ of ~~$233,138 was recorded during the year ended~~ December 31, ~~2017~~2024 asand ~~compared to net loss of $50~~2023,~~150~~ ~~during~~we ~~the~~had ~~year~~no ~~ended December 31, 2016. The~~cash ~~increase of net loss was mainly due to the increase of auditing fee, legal fee, SEC filing fee, and share compensation cost~~balances.

9Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have implemented our plan of operations.

~~Liquidity~~The Company requires additional funding to meet its ongoing obligations and ~~Capital~~to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue ~~Resources~~as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

~~Cash~~We ~~provided~~expect byto ~~operating activities~~incur ~~was~~marketing ~~Nil~~and ~~during~~professional and ~~the~~administrative ~~year~~expenses ~~ended~~as ~~December~~well ~~31,~~expenses ~~2017,~~associated aswith ~~compared~~maintaining toour ~~cash~~filings ~~provided~~with ~~operating~~the ~~activities~~Commission. ~~was~~We ~~Nil~~will ~~during~~require ~~the~~additional funds ~~year~~during ~~ended~~this ~~December~~time ~~31,~~and ~~2016.~~will ~~Cash~~seek ~~provided~~to byraise ~~operating~~the ~~activities~~necessary ~~for~~additional ~~the~~capital. ~~year~~If ~~ended~~we ~~December~~are ~~31,~~unable ~~2017~~to ~~was~~obtain ~~mainly~~additional ~~resulted~~financing, ~~from net~~we ~~loss~~may ~~attributable~~be required to reduce the ~~Company~~scope ~~$233,138, added adjustments~~ of ~~non-cash~~our ~~equity-based~~business ~~compensation~~development ~~$193~~activities,~~569~~ ~~and~~which ~~net increase~~could inharm ~~current~~our ~~liabilities~~business ~~(accrued~~plans, ~~liabilities~~financial ~~and~~condition ~~other payables~~ and ~~amount~~operating ~~due~~results. Additional tofunding ~~related~~may ~~parties)~~not ~~$81,140~~be ~~and~~available ~~net~~on ~~decrease in~~favorable ~~contingency~~terms, ~~liabilities~~if ~~$41,571~~at all. ~~Cash~~ ~~provided~~The byCompany ~~operating~~intends ~~activities~~to ~~during year~~continue ~~2016~~to ~~was~~fund ~~mainly~~its ~~resulted~~business ~~from~~by ~~net~~way ~~loss~~of equity ~~attributable~~or todebt ~~the~~financing ~~Company~~and ~~$50,159,~~advances ~~added~~from ~~adjustments~~related ofparties. ~~current~~Any ~~liabilities (accrued~~inability ~~liabilities~~to ~~and~~raise ~~other~~capital ~~payables~~as ~~and~~needed ~~amount~~would ~~due~~have toa ~~related~~material ~~parties)~~adverse ~~$48,588, increase~~effect inon ~~contingency~~our ~~liabilities $41~~business,~~571~~ financial condition and ~~cancellation~~results of ~~share issuance $40,000~~operations.

~~Cash~~If ~~provided~~we bycannot ~~investing activities~~raise ~~was~~additional ~~Nil~~funds, ~~for~~we ~~the~~will ~~fiscal~~have to ~~year~~cease ~~ended~~business ~~December~~operations. ~~31,~~As ~~2017~~a asresult, ~~compared~~investors ~~to cash flows used~~ in ~~investing~~the ~~activities~~Company’s ~~was~~common ~~Nil~~stock ~~for the~~would ~~fiscal~~lose ~~year~~all ~~ended~~of ~~December~~their ~~31, 2016~~investment.

~~Cash provided by financing activities was Nil for the fiscal year ended December 31, 2017 as compared to cash flows used in financing activities was Nil for the fiscal year ended December 31, 2016.~~ 9

~~Critical~~Off ~~Accounting Policies~~Balance Sheet Arrangements

~~Our~~There ~~significant accounting policies~~ are ~~summarized~~no ~~in Notes 2 of our financial statements included in this quarter report on Form 10~~off-Kbalance ~~for~~sheet ~~the~~arrangements ~~year ended~~currently ~~December~~contemplated ~~31,~~by ~~2017.~~management ~~Our~~or ~~financial~~in ~~statements~~place ~~and~~that ~~related public financial information~~ are ~~based~~reasonably onlikely ~~the~~to ~~application~~have ofa ~~accounting principles~~current ~~generally~~or ~~accepted~~future ineffect ~~the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact~~ on the ~~assets~~business, ~~liabilities,~~financial ~~revenues and expense amounts~~condition, ~~reported.~~changes ~~These estimates can also affect supplemental information contained~~ in ~~our external disclosures including information regarding contingencies, risk and~~ financial condition., Werevenue ~~believe~~or ~~our~~expenses, ~~use~~result of ~~estimates~~operations, ~~and~~liquidity, ~~underlying~~capital ~~accounting~~expenditures ~~assumptions adhere to GAAP~~ and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions /or ~~conditions.~~capital ~~We continue to monitor significant estimates made during the preparation of our financial statements~~resources.

Recent Accounting Pronouncements

~~Please~~The ~~refer~~Company tohas ~~Note~~implemented ~~(v)~~all new accounting topronouncements ~~Consolidated~~that ~~Financial~~are ~~Statements~~in ~~for~~effect ~~the~~and ~~years~~that ~~ended~~may ~~December~~impact ~~31,~~its ~~2017~~financial statements and ~~2016~~does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~Off-Balance~~ITEM ~~Sheet~~7A. ~~Arrangements~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

WeNot doapplicable ~~not~~to ~~have~~a ~~any~~“smaller ~~off-balance~~reporting company” ~~sheet~~as ~~arrangements,~~defined ~~financings,~~in orRule ~~other~~12b-2 ~~relationships with~~of ~~unconsolidated~~the ~~entities~~Exchange ~~or other persons, also known as "special purpose entities" (SPEs)~~Act.

~~Item~~ITEM 7A8. ~~Quantitative~~FINANCIAL ~~and~~STATEMENTS ~~Qualitative~~AND ~~Disclosures~~SUPPLEMENTARY ~~About Market Risk.~~DATA

~~Not~~The ~~applicable~~full ~~because~~text weof ~~are~~the aCompany’s ~~smaller~~financial statements ~~reporting~~for ~~company~~the years ended December 31, 2024 and 2023, begins on page F-1 of this Annual Report on Form 10-K.

~~Item~~ITEM 89. ~~FINANCIAL~~CHANGES ~~STATEMENTS~~IN AND ~~SUPPLEMENTARY~~DISAGREEMENTS ~~DATA~~WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

10There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

~~Item~~ITEM 99A. ~~Changes~~CONTROLS inAND ~~and Disagreements with Accountants on Accounting and Financial Disclosure.~~PROCEDURES

~~Centurion ZD CPA Limited (“Centurion”~~a) ~~was~~Evaluation ~~previously~~of ~~the~~Disclosure ~~principal~~Controls ~~accountants~~and ~~for the Company. On June 28, 2017, Centurion resigned as the Company’s independent accounting firm, effective immediately.~~Procedures

~~The~~We ~~Company~~conducted ~~initially~~an ~~engaged~~evaluation, ~~Centurion~~under the supervision inand ~~December~~with 2,the ~~2016~~participation asof ~~its~~our ~~independent~~management, ~~accounting~~of ~~firm~~the toeffectiveness ~~conduct~~of the ~~audit~~design and operation of ~~its~~our ~~financial~~disclosure ~~statements~~controls ~~for~~and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the ~~fiscal~~Securities ~~year~~and ~~ended~~Exchange ~~December 31~~Act of 1934, ~~2016~~as amended (“Exchange Act”), ~~the~~means ~~interim~~controls ~~reviews~~and other procedures of ~~its~~a ~~financial~~company ~~statements~~that ~~for~~are ~~each~~designed ofto ensure that information required to be disclosed by the ~~first~~company ~~three~~in ~~quarters~~the ofreports ~~fist~~it ~~year~~files ~~ended December~~or 31submits under the Exchange Act is recorded, ~~2017~~processed, summarized and reported, within the ~~audit~~time periods specified in the Securities and ~~interim~~Exchange ~~reviews,~~Commission’s onrules aand ~~consolidated~~forms. ~~basis~~Disclosure controls and procedures also include, ~~such~~without ~~financial~~limitation, ~~statements~~controls ~~pursuant~~and procedures designed to ensure that information required to be disclosed by a ~~Form~~company ~~8-K~~in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to beallow timely ~~filed~~decisions regarding arequired ~~certain~~disclosure. ~~proposed~~Based ~~transaction~~on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective at the ~~Company~~reasonable assurance level.

Centurion’s audit report on the Company's consolidated financial statements for the years ended December 31, 2016 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except in its report dated March 27, 2017 for the fiscal year ended December 31, 2016 with respect to the Company’s ability to continue as a going concern. From December 2, 2016, the date that Centurion was engaged by the Company, to the Company's fiscal year ended December 31, 2016 and during the subsequent interim period through June 28, 2017, the Company had no disagreements with Centurion on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Centurion, would have caused it to make reference to the subject matter of the disagreements in its reports for such periods; and there were no “reportable events” as the term is described in Item 304(a)(1)(v) of Regulation S-K.10

On July 6, 2017, the Company, in connection with the previously disclosed dismissal of its independent registered accounting firm, entered into an engagement Yu Certified Public Accountant, P.C. (“Yu CPA”b) ~~to retain Yu CPA as the Company~~Management’s ~~independent~~Report ~~public~~on ~~accounting~~Internal ~~firm. On~~Control ~~the~~Over ~~same~~Financial ~~day, Company’s board of directors approved and ratified the engagement of Yu CPA as its new independent registered public accounting firm, effective immediately~~Reporting.

~~During~~Our ~~the~~management ~~fiscal~~is ~~years~~responsible ~~ended~~for ~~December~~establishing ~~31,~~and ~~2016~~maintaining ~~and~~adequate ~~2015,~~internal ~~and~~control ~~the~~over ~~subsequent~~financial ~~interim~~reporting ~~period~~as ~~through~~defined ~~July~~in 6,Rules ~~2017,~~13a-15(f) ~~neither~~and 15d-15(f) under the ~~Company~~Securities ~~nor~~Exchange Act ~~anyone~~of on1934. ~~its~~Our ~~behalf~~internal ~~consulted with~~control Yuover ~~CPA~~financial ~~regarding~~reporting ~~(i)~~is a process designed by, or under the ~~application~~supervision of, ~~accounting~~our ~~principles~~CEO toand aCFO, ~~specified~~or persons ~~transaction~~performing similar functions, ~~(ii)~~and ~~the~~effected ~~type~~by our board of ~~audit~~directors, ~~opinion~~management ~~that~~and other personnel, to provide reasonable assurance ~~might~~regarding bethe ~~rendered~~reliability onof financial reporting and the ~~Company’s~~preparation of financial statements ~~by Yu~~for ~~CPA,~~external purposes in ~~either~~accordance ~~case~~with accounting ~~where~~principles ~~written~~generally oraccepted ~~oral~~in ~~advice~~the ~~provided by Yu~~United ~~CPA~~States ~~would~~of beAmerica an(GAAP). ~~important~~Our ~~factor~~internal ~~considered~~control byover ~~the~~financial ~~Company~~reporting inincludes those ~~reaching~~policies aand ~~decision~~procedures asthat: (i) pertain to ~~any~~the ~~accounting~~maintenance of records that, ~~auditing~~in orreasonable detail, accurately and fairly reflect ~~financial~~the ~~reporting~~transactions ~~issues~~and ordisposition of the assets of our company; (~~iii~~ii) ~~any~~provide ~~other~~reasonable ~~matter~~assurance that ~~was~~transactions ~~the~~are ~~subject~~recorded as necessary to permit preparation of afinancial ~~disagreement~~statements ~~between~~in usaccordance with GAAP and that receipts and expenditures of our ~~former~~company ~~auditor,~~are being made ~~Centurion~~only ZDin ~~CPA~~accordance ~~Limited~~with orauthorization ~~was~~of amanagement ~~reportable~~and ~~event~~directors ~~(as~~of ~~described~~our incompany; ~~Items~~and ~~304~~(aiii)~~(1)(iv)~~ provide reasonable assurance regarding prevention or ~~Item~~timely ~~304(a)(1)(v)~~detection of ~~Regulation~~unauthorized ~~S-K~~acquisition, use, or disposition of our assets that could have a material effect on the financial ~~respectively)~~statements.

~~Item~~Our ~~9A.~~management, ~~Controls~~including our principal executive officer and ~~Procedures~~principal financial officer, assessed the effectiveness of our internal control over financial reporting at December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as of December 31, 2024, our internal control over financial reporting was not effective.

~~None~~Our internal controls are not effective for the following reasons: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Financial Officer in connection with the review of our financial statements as of December 31, 2024 and communicated the matters to our management.

~~Evaluation~~Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of ~~Disclosure~~a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, ~~Controls~~resulting in ineffective oversight in the establishment and ~~Procedures~~monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.

~~Pursuant to~~We ~~Rule~~are ~~13a-15(b)~~committed ~~under~~to ~~the~~improving ~~Securities~~our ~~Exchange~~financial ~~Act~~organization. As part of ~~1934~~this ~~("Exchange Act")~~commitment, ~~the~~we ~~Company~~intend ~~carried~~to ~~out~~create ana ~~evaluation, with~~position ~~the~~to ~~participation~~segregate ofduties ~~the~~consistent ~~Company's~~with ~~management,~~control ~~including~~objectives ~~the~~and ~~Company's~~will ~~Director~~increase ~~(the~~our personnel ~~Company’s~~resources ~~principal executive officer)~~ and ~~Chief~~technical ~~Financial~~accounting ~~Officer~~expertise ~~("CFO")~~within (the ~~Company's~~accounting ~~principal~~function ~~financial~~when ~~and~~funds ~~accounting~~are ~~officer),~~available ofto the ~~effectiveness of the~~ Company's: ~~disclosure controls and procedures (as defined under Rule 13a-15(e~~i) ~~under~~Appointing one ~~the~~or ~~Exchange~~more ~~Act)~~outside asdirectors ofto ~~the~~our ~~end~~board of ~~the period~~directors ~~covered~~who byshall ~~this~~be ~~report.~~appointed ~~Based~~to ~~upon that evaluation,~~ the ~~Company's~~audit ~~Director~~committee ~~and~~of ~~CFO concluded that~~ the Company's ~~disclosure controls~~resulting ~~and~~in ~~procedures~~a ~~are~~fully functioning ~~effective~~audit tocommittee ~~ensure~~who ~~that~~will ~~information~~undertake ~~required to be disclosed by~~ the ~~Company~~oversight in the ~~reports~~establishment ~~that~~and ~~the Company~~monitoring ~~files~~of orrequired ~~submits~~internal ~~under~~controls ~~the~~and ~~Exchange~~procedures; and ~~Act,~~ii) isPreparing ~~recorded,~~and ~~processed,~~implementing ~~summarized~~sufficient ~~and~~written ~~reported,~~policies ~~within~~and ~~the~~checklists ~~time~~which ~~periods~~will ~~specified in~~set ~~the~~forth ~~SEC's~~procedures ~~rules~~for ~~and~~accounting ~~forms,~~ and ~~that~~financial reporting ~~such~~with ~~information~~respect ~~is accumulated and communicated~~ to the ~~Company's~~requirements ~~management, including the Company's Director~~ and ~~CFO,~~application asof ~~appropriate,~~US toGAAP ~~allow~~and ~~timely~~SEC ~~decisions regarding required~~ disclosure requirements.

~~Management's~~Pursuant to Regulation S-K Item 308(b), this Annual Report on ~~Internal~~Form ~~Control~~10-K does not include an attestation report of our company’s registered public accounting firm regarding internal control over ~~Financial~~financial ~~Reporting~~reporting.

~~The management~~Because of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company's management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A control system, no matter how well designed and operated can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their cost.

~~Our management~~c) ~~assessed~~Changes ~~the effectiveness of the Company's internal control over financial reporting as of December 31, 2017. The framework used by management~~ in ~~making that assessment was the criteria set forth in the document entitled "~~ Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. From December 29, 2017 to February 2018, we did not have a CFO, who was responsible for managing and monitoring our financial reporting and certain operational controls. This resulted in a lapse in our internal controls over ~~financial reporting. We have re-hired our CFO mitigate~~Financial any negative impact on our internal controls over financial reporting resulting from having no CFO for a short period of time. Although our CFO is a part-time employee, and we do not have audit committee, our CFO has appropriate knowledge and experience. Ms. Li, resigned as the Company’s CEO as of December 29, 2017, and we have not currently found a new CEO. Our director, Mr. Chen, assumed the additional role of Principal Executive Officer. Our management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of December 31, 2017, and based on this evaluation, our management concluded the Company's disclosure controls and procedures were not effective to ensure that material information is recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company's disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder. The Company has mitigated negative impact on our internal controls over financial reporting by re-hiring our CFO. Reporting

~~This annual~~During ~~report~~the ~~does~~year ~~not~~ended ~~include~~December an31, ~~attestation~~2024, ~~report~~there were ofno ~~the~~other ~~Company's~~changes ~~registered~~in ~~public~~our ~~accounting firm regarding~~ internal ~~control~~ controls over financial reporting., ~~Management's~~which ~~report~~were ~~was~~identified ~~not~~in ~~subject~~connection towith ~~attestation~~our ~~by the Company'~~management’s evaluation ~~registered~~required ~~public~~by ~~accounting~~paragraph ~~firm pursuant~~(d) toof ~~temporary~~ rules of13a-15 ~~the~~and ~~Securities~~15d-15 ~~and~~under the Exchange ~~Commission~~Act, that ~~permit~~materially ~~the~~affected, ~~Company~~or is reasonably likely to ~~provide~~have ~~only~~a ~~management's~~material ~~report in~~effect ~~this~~on ~~annual~~our ~~report~~internal control over financial reporting.

~~Changes~~ITEM in9B. ~~Internal Control~~OTHER ~~over Financial Reporting~~INFORMATION

~~Other than~~During the ~~disclosure~~quarter ~~made~~ended ~~above~~December in31, ~~Management's Annual Report on Internal Control over Financial Reporting~~2024, no ~~change in our system~~ ofdirector ~~internal~~or ~~control~~officer ~~over~~adopted ~~financial~~or ~~reporting~~terminated ~~occurred~~any ~~during~~Rule ~~the~~10b5-1 ~~period~~trading ~~covered~~arrangement byor ~~this~~non-Rule ~~report~~10b5-1 ~~and~~trading ~~the fourth quarter of the fiscal year ended December 31~~arrangement, ~~2017~~as ~~that~~each ~~has~~term ~~materially affected, or~~ is defined ~~reasonably~~in ~~likely~~Item to408(a) ~~materially~~of ~~affect,~~Regulation ~~our internal control over financial reporting~~S-K.

~~Item~~ITEM 9B9C. ~~Other~~Disclosure ~~Information.~~Regarding Foreign Jurisdictions that Prevent Inspections

~~Issuance~~Not ~~of Securities~~Applicable.

~~Incorporate by reference the details in Item 5, Recent sales of unregistered securities.~~12

12PART III

~~PART~~ITEM ~~III~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~Item~~Our ~~10.~~executive ~~Directors,~~officers ~~Executive~~and ~~Officers~~director ~~and~~are ~~Corporate~~as ~~Governance.~~follows:

Our executive officers and directors and their ages of the date of this report are as follows:

Name		Age		Position
Yan Ping Sheng		61		CEO, President, Secretary, Treasurer, Director

Name	Age	Position	Position Since
Lei Chen	36	Chairman and Director	January 2007
Pan Pan	30	Secretary	April 2017
Yuan Zhao	36	Director	March 2012
Jane Yu	45	Chief Financial Officer	March 2018

Mr. Yan Ping Sheng

~~Yuan Zhao was appointed as our Director on March 30, 2012.~~ Mr. ~~Zhao~~Yan ~~was~~Ping ~~the~~Sheng ~~Director~~graduated offrom ~~Guangzhou~~Tsinghua ~~Rongxin Science and Technology Limited, a company mainly~~University ~~engaged~~with inthe ~~distribution~~credentials of ~~rechargeable~~EMBA ~~phone cards~~ and ~~prepaid~~a ~~subway~~degree ~~tickets~~ in ~~Guangzhou~~Risk ~~City, China since 2010~~Management. ~~Previously, Mr.~~ ~~Zhao~~His ~~studied~~employment ~~BBA~~is inas ~~Singapore. He was a business consultant for a Singapore investment company, Huantong Singapore Co. Ltd.~~follows:

~~Jane~~· ~~Yu,~~2013 ~~a/k/a~~to ~~Qing Yu~~present, ~~was appointed~~prepared ~~our~~for ~~Chief~~the ~~Financial~~registration ~~Officer~~of ~~and~~World ~~Secretary~~Financial asHolding ofGroup ~~March~~(HK) ~~5, 2013,~~ and ~~resigned~~he ~~from~~has ~~the~~served ~~Company~~as ~~from~~CEO ~~both~~· ~~roles~~2014 onto ~~December 29~~present, ~~2017.~~participated ~~In March 2018, Jane Yu was re-appointed as our Chief Financial Officer. She has been a manager~~ in the ~~auditing~~merger ~~department of Shanghai KRC Business Consulting Co., Ltd.~~ and ~~Shanghai~~acquisition ~~KRC~~of ~~Certified~~Baying ~~Public~~Ecological ~~Accountant~~Holding ~~Co.,~~Group ~~Ltd.~~Inc ~~since~~(ticker ~~December~~symbol: ~~2007.~~BYIN) ~~From December~~· ~~2004~~2017 to ~~November 2007~~present, ~~Ms.~~participated Yuin ~~worked as~~ the ~~Project~~merger ~~Manager~~and atacquisition ~~Wanlong~~of ~~Certified~~Dong ~~Public~~Fang ~~Accountants~~Hui ~~Co.,~~Le ~~Ltd~~Inc. ~~From~~(ticker ~~October 1999~~symbol: toDFHL) ~~October~~· ~~2004,~~2018 ~~Ms.~~to Yupresent, ~~was~~CEO anof ~~accountant~~World atFinancial ~~Rheinland~~Holding Group (~~Shanghai~~USA) ~~Co.,~~· ~~Ltd.~~2018 ~~Prior~~ to ~~1999~~present, ~~Ms.~~CEO Yuof ~~worked~~Shanghai ~~for~~Capital ~~Bartech~~Holding ~~Data Information~~ Co., Ltd, ~~CITIC~~· ~~Bank~~2018 ~~and~~to ~~Hong~~present, ~~Kong~~the ~~Dao~~director ~~Heng~~of ~~Bank~~World ~~Group~~Capital Holding Ltd. as(BVI) an· ~~executive~~2018 ~~assistant,~~to ~~bank teller~~present, CEO and ~~accountant, respectively.~~CFO ~~Ms.~~of Yuthe isCompany a· ~~Certified~~2018 ~~Public~~to ~~Accountant~~present, ~~and~~CEO isof ~~familiar~~Shanghai ~~with~~Qifan ~~U.S.~~Enterprise ~~GAAP,~~Management ~~IFRS~~Co., ~~and PRC GAAP~~Ltd.

~~Pan~~While ~~Pan, was appointed as our Secretary on December 29, 2017. Since 2013 to present, Mr. Pan is~~ serving as ~~the~~an ~~Chairman~~officer of ~~the~~these ~~Board of Shenyang Curtis Science and Technology~~companies, ~~Ltd~~Mr., aSheng ~~private~~formulated ~~company~~medium ~~focusing on technical research~~ and long-term development. ~~From~~strategies ~~2013 to present, he was the Director of Liaoning Shixitang Jewelry& Jade Sales Co., Ltd, a company mainly engaged in the sales of jewelry~~ and ~~jade~~corporate indevelopment ~~China~~goals. ~~From~~His ~~2010~~experience toincludes ~~2013,~~presiding ~~he was~~over ~~the~~board ~~General~~meetings, ~~Manager~~reviewing ~~of the~~ financial ~~department in China Raybo International Corporation Ltd.~~reports, aexternal ~~company engaging in mining~~relations, ~~infrastructure construction, trading,~~ and ~~finance~~assessment ~~operations in China~~ and ~~internationally.~~monitoring ~~Mr. Pan obtained his Bachelor~~ of ~~Business~~senior ~~Administration from Liaoning University and his Master of International Finance from Hong Kong University School of Professional and Continuing Education~~personnel.

~~Lei Chen, was appointed as our Director and Chairman of the Board on December 29, 2017. From 2016 to present,~~ Mr. ~~Chen~~Sheng is ~~serving~~involved aswith ~~the~~several ~~Chairman of the Board of Liaoning Shixitang Jewelry Sales Ltd~~companies.~~, a private company focusing on mining. From 2010 to 2016, he was the Chief Executive Officer of Liaoning~~ ~~Shixitang~~There ~~Jewelry&~~is ~~Jade~~potential ~~Sales~~conflict ~~Co.,~~when ~~Ltd.~~managing ~~and~~multiple the General Manager of Beijing Shixitang Jewelry& Jade Sales Co., Ltd., both compaines mainly engaging in the sales of jewelry and jade in China. Mr. Chen obtained his Bachelor of Business Administration from Northeastern University and his Master of Business Administration from Singapore Management University.companies:

~~Committees~~· Finding a suitable merger candidate or developing a business; · Continuing to fund these companies by paying transfer agent fees, audit and ~~Meetings~~accounting fees, and attorney fees; · Time management, Mr. Sheng allocates under 20 per week on management duties; · Maintaining regulatory compliance that segregate the companies; · World Capital Holding Ltd. is majority shareholder and the potential for engaging in biased business practices increases;

WeDirector do not have a standing audit committee of the Board of Directors. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management's belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 407(d) of Regulation S-K is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.Independence

~~Family~~Our ~~Relationships~~board of directors is currently composed of one member who do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationship exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

~~Mr. Yuan Zhao is the son-in-law of Ms. Yankuan Li, our president and chief executive officer.~~13

Involvement in ~~Certain~~ Legal Proceedings

To ~~the best of~~ our knowledge, ~~none~~there ofhave ~~our~~been ~~directors~~no ~~or executive~~material ~~officers~~legal ~~has,~~proceedings during the ~~past~~last ten years: that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.

●Potential ~~been~~Conflicts convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;Interest

13We are not aware of any current or potential conflicts of interest with our directors or executive officers, other business interests and their involvement with the Company.

●Insider been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading ~~Commission~~Policies ~~to have violated a federal or state securities or commodities law,~~ and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Procedures

~~Dong~~As ~~Liu, the former Chairman~~ of the ~~Board of~~date ~~Directors~~ of ~~the~~this ~~Company~~report, ~~individually and on behalf of~~ the Company, ~~commenced~~has ~~the action on October 9, 2014 against Yankuan~~not ~~Li,~~adopted ~~the~~insider ~~Company’s~~trading ~~President,~~policies ~~Chief Executive Officer~~ and ~~director,~~procedures ~~Jiewen~~applicable ~~Li, Yuan Zhao, a director of the Company, and Jane Yu, the Company’s Chief Financial Officer and Secretary, asserting claims sounding in fraud, civil conspiracy~~ to ~~commit~~its ~~fraud~~directors, ~~breach~~ ~~of fiduciary duty and unjust enrichment. Dong Liu never served the complaint on the individual defendants. Instead~~officers, he moved by order to show cause on November 3, 2014, for a temporary restraining order and preliminary injunction to enjoin the Company from proceeding with a merger with Jinke, granting Dong Liu unfettered access to the Company’s books and records and permitting him to serve the individual defendants by a method other than those permitted by the New York State Civil Practice and Laws or ~~the Hague Convention on Service Abroad of Judicial and Extrajudicial Documents in Civil and Commercial Matters~~employees. On November 6, 2014, the New York Supreme Court denied the temporary restraining order and set up a briefing schedule to determine the preliminary injunction. On February 18, 2015, the court issued a decision denying Dong Liu’s motion for a preliminary injunction and granting the defendants’ motion by dismissing the complaint without prejudice. Since that time, Dong Liu, the plaintiff has made no effort to re-plead the case or challenge the ruling. Under New York court rules, Dong Liu, the plaintiff’s time to re-argue the motion or serve notice to appeal has expired.

~~Other~~The ~~than as disclosed above, the~~ Company is ~~not~~currently ~~aware of any legal proceedings~~ in ~~which~~the ~~any~~development ~~director~~stage, with ~~nominee,~~limited ~~officer~~operations orand ~~affiliate~~no ofemployees ~~the~~other ~~Company, any owner of record or beneficially of more~~ than ~~five~~its ~~percent~~officers ofand ~~any~~directors. ~~class~~Given ofthis ~~voting~~structure ~~securities~~and ofabsence ~~the Company, or any associate~~ of ~~any~~active ~~such~~trading ~~director,~~by ~~nominee~~insiders, ~~officer, affiliate of~~ the ~~Company,~~Board ~~or security holder is a party adverse to the Company or any~~ of ~~its~~Directors ~~subsidiaries or~~ has adetermined ~~material~~that ~~interest~~a ~~adverse~~formal toinsider ~~the~~trading ~~Company~~policy oris ~~any~~not ofcurrently ~~its subsidiaries~~necessary.

~~Term~~The Company intends to adopt formal insider trading policies and procedures as its operations develop and the scope of ~~Office~~its activities expands.

~~Our~~ITEM ~~directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws~~11. ~~Our~~EXECUTIVE ~~officers are appointed by our board of directors and hold office until removed by the board.~~COMPENSATION

~~Code~~For each of ~~Ethics~~the years ended December 31, 2024, and 2023 there was no direct compensation awarded to, earned by, or paid by us to any of our executive officers and directors.

WeEmployment ~~do not have a code of ethics that applies to our officers, employees and directors.~~Contracts

14The Company has not entered into any employment agreements with its officer and director.

~~Corporate~~Stock ~~Governance~~Awards Plan

The ~~business~~Company ~~and~~has ~~affairs~~not ofadopted ~~the~~a ~~company are~~Stock ~~managed~~Awards ~~under the direction of our board. In addition to the contact information in this annual report~~Plan, ~~each stockholder will~~ bebut ~~given~~may ~~specific~~do ~~information~~so onin ~~how he/she can direct communications to~~ the ~~officers~~future. ~~and~~The ~~directors~~terms of ~~the~~any ~~corporation~~such atplan ~~our~~have ~~annual stockholders~~not ~~meetings.~~been ~~All communications from stockholders are relayed to the members of the board of directors~~determined.

~~Role~~Director ~~in Risk Oversight~~Compensation

~~Our~~The ~~board~~Board of ~~directors~~Directors isof ~~primarily~~the ~~responsible for~~Company ~~overseeing~~has ~~our~~not adopted ~~risk~~a ~~management~~stock ~~processes~~option plan. The ~~board~~Company ofhas ~~directors~~no ~~receives~~plans ~~and~~to ~~reviews~~adopt ~~periodic~~it ~~reports~~but ~~from~~may ~~management,~~choose ~~auditors, legal~~to ~~counsel,~~do ~~and~~so ~~others,~~in asthe ~~considered~~future. ~~appropriate~~If ~~regarding~~such ~~our~~a ~~company's~~plan ~~assessment~~is ofadopted, ~~risks.~~this may ~~The~~be ~~board~~administered ofby ~~directors focuses on~~ the ~~most~~board ~~significant~~or ~~risks~~a ~~facing~~committee ~~our~~appointed ~~company~~by ~~and~~the ~~our~~board ~~company's~~(the ~~general~~“Committee”). ~~risk~~The ~~management~~committee ~~strategy,~~would ~~and~~have ~~also~~the ~~ensures~~power to ~~that~~modify, ~~risks undertaken~~extend byor ~~our~~renew ~~company~~outstanding ~~are~~options ~~consistent~~and ~~with~~to authorize the ~~board's~~grant ~~appetite~~of ~~for~~new ~~risk.~~options ~~While~~in ~~the~~substitution ~~board~~therefore, ~~oversees~~provided ~~our~~that ~~company's~~any such ~~risk~~action ~~management, management~~may isnot ~~responsible~~impair ~~for~~any ~~day-to-day~~rights ~~risk~~under ~~management~~any ~~processes.~~option Wepreviously ~~believe~~granted. ~~this~~The ~~division~~Company ofmay ~~responsibilities~~develop isan ~~the~~incentive-based ~~most~~stock ~~effective approach~~option plan for ~~addressing~~its ~~the~~officers ~~risks~~and ~~facing~~directors ~~our~~and ~~company~~may ~~and~~reserve ~~that~~up ~~our~~to ~~board~~10% ~~leadership~~of ~~structure~~its ~~supports~~outstanding ~~this~~shares ~~approach~~of common stock for that purpose.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~14

~~The~~Board Company does not have a class of securities registered under the Exchange Act and therefore its directors, executive officers, and any persons holding more than ten percent of the Company's common stock are not required to comply with Section 16 of the Exchange Act.Committees

~~Item~~We ~~11.~~have ~~Executive~~not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.

~~The~~ITEM ~~following executives of the Company received compensation in the amounts set forth in the chart below for the fiscal years ended December 31, 2017 and 2016~~12. NoSECURITY ~~other item~~OWNERSHIP ofOF ~~compensation~~CERTAIN ~~was~~BENEFICIAL ~~paid~~OWNERS toAND ~~any~~MANAGEMENT ~~officer~~AND orRELATED ~~director~~STOCKHOLDER ~~of the Company other than reimbursement of expenses.~~MATTERS

Summary Compensation Table Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Totals ($)
Jane Yu CFO		2017	$	10,588		0		0		0		0		0		0	$	10,588
		2016	$	6,556		0		0		0		0		0		0	$	6,556

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company as of December 31, 2024.

~~Outstanding~~Beneficial ~~Equity~~ownership ~~Awards~~is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at ~~Fiscal~~any time ~~Year-End~~within ~~Table~~60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of December 31, 2024 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

There were no outstanding equity awards for the year ended December 31, 2017.

	Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percentage Ownership of Shares of Common Stock (2)
World Capital Holding, Ltd. (1) 16th Floor, North Tower 528 Pudong South Road Shanghai, China 200120		2,000		45.465%

Compensation of Directors

	Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned	Percentage Ownership of Shares of Preferred Stock (3)
World Capital Holding, Ltd. (1) 16th Floor, North Tower 528 Pudong South Road Shanghai, China 200120	1,5000,000 Preferred A Shares		100%

The Company has not compensated any of its directors for service on the Board of Directors. Management directors are not compensated for their service as directors; however they may receive compensation for their services as employees of the Company. The compensation received by our management directors is shown in the "Summary Compensation Table" above.

(1)	Yang, Kung-Fu is a control person of World Capital Holding Ltd, and a director, officer of World Capital Holding Ltd

(2)	Based on 4,399 shares of common stock issued and outstanding as of December 31, 2024.

(3)	Based on 1,500,000 shares of preferred stock issued and outstanding as of December 31, 2024.

InRegulation ~~connection~~S-K, ~~with~~Item ~~Ms.~~4, ~~Jane~~Section ~~Yu's~~C ~~appointment~~require disclosure asof ~~Chief~~promoters ~~Financial Officer~~ and ~~Secretary,~~certain wecontrol ~~entered~~persons ~~into an employment agreement (the "Agreement") with Ms. Yu to serve in those positions~~ for aregistrants ~~period~~that ofare ~~one~~filing ~~year, on~~ a ~~part-time~~registration ~~basis.~~statement ~~Ms. Yu's Agreement expires~~ on ~~September~~Form ~~30,~~10 ~~2018~~under ~~and calls for a monthly salary of RMB 6,000, or approximately $960. Additionally,~~ the ~~Company~~Exchange ~~agreed~~Act ~~to issue Ms. Yu 2,000,000 shares of~~and ~~the~~that ~~Company's~~had ~~common~~a ~~stock~~promoter ~~after~~at ~~the~~any ~~Company~~time ~~finish~~during the ~~share~~past ~~exchange~~five ~~with~~fiscal ~~Liaoning~~years ~~Kuncheng.~~shall:

~~Item~~(i) ~~12.~~State ~~Security~~the ~~Ownership~~names of ~~Certain~~the ~~Beneficial~~promoter(s), ~~Owners~~the nature and ~~Management~~amount of anything of value (including money, property, contracts, options or rights of any kind) received or to be received by each promoter, directly or indirectly, from the registrant and ~~Related~~the ~~Stockholder~~nature ~~Matters~~and amount of any assets, services or other consideration therefore received or to be received by the registrant; and (ii) As to any assets acquired or to be acquired by the registrant from a promoter, state the amount at which the assets were acquired or are to be acquired and the principle followed or to be followed in determining such amount, and identify the persons making the determination and their relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the registrant, also state the cost thereof to the promoter.

~~The~~Small ~~following~~Cap ~~table~~Compliance, ~~sets~~LLC ~~forth~~or ~~certain~~Rhonda Keaveney is ~~information~~considered ~~regarding~~a promoter(s) under the ~~ownership~~meaning of ~~our~~Securities ~~capital~~Act ~~stock~~Rule 405. Small Cap Compliance, asLLC of(“SCC”) is a shareholder in the ~~date~~Company and Rhonda Keaveney is the sole member of ~~this~~SCC. ~~report,~~Ms. ~~for:~~Keaveney bywas ~~(i)~~appointed ~~each~~custodian ~~person~~of ~~known~~the byCompany usand tounder its duties bestipulated by the ~~beneficial~~Nevada ~~owner~~court ofwhere 5%she ortook ~~more~~initiative to organize the business of the ~~outstanding~~issuer. ~~common~~As ~~stock~~custodian, ~~(ii)~~her ~~each~~duties ~~executive~~were ~~officer~~to conduct daily business, hold shareholder meetings, appoint officers and ~~director~~directors, ofreinstate the ~~Company~~company with the Nevada Secretary of State. The custodian also had authority to enter into contracts and find a suitable merger candidate. In addition, Ms. Rhonda was compensated for his role as custodian and ~~(iii)~~paid ~~all~~outstanding bills to creditors on behalf of ~~our~~the ~~executive~~company. ~~officers~~The custodian has not, and ~~directors~~will asnot, areceive ~~group~~any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged accordingly.

~~Beneficial ownership~~Under isRegulation ~~determined~~S-K inItem ~~accordance~~404(c)(2) ~~with~~Registrants shall ~~SEC~~provide ~~rules~~the ~~and~~disclosure ~~generally~~required ~~includes~~by ~~voting~~paragraphs or(c)(1)(i) ~~investment~~and ~~power~~(c)(1)(ii) ~~with respect to securities. For purposes~~ of this ~~table,~~Item aas ~~person or group of persons is deemed~~ to ~~have~~any ~~“beneficial~~person ~~ownership”~~who ofacquired ~~any~~control ~~shares~~ of ~~Common~~ ~~Stock~~a registrant that ~~such~~is ~~person~~a ~~has~~shell ~~the~~company, ~~right~~or toany ~~acquire~~person ~~within~~that 60is ~~days~~part of ~~March~~a 29group, ~~2018.~~consisting ~~For purposes~~ of ~~computing~~two ~~the percentage of outstanding shares of our Common Stock held by each person~~ or ~~group~~more of persons ~~named below, any shares~~ that ~~such~~agree ~~person or persons has the right~~ to ~~acquire~~act ~~within~~together 60for ~~days~~the purpose of ~~March 29~~acquiring, ~~2018 is deemed to be outstanding for such person~~holding, ~~but~~voting isor ~~not~~disposing ~~deemed to be outstanding for the purpose~~ of ~~computing~~equity ~~the~~securities ~~percentage ownership~~ of ~~any~~a ~~other~~registrant, ~~person.~~that ~~The~~acquired ~~inclusion~~control ~~herein~~ of ~~any~~a ~~shares~~registrant ~~listed as~~that ~~beneficially~~is ~~owned~~a ~~does not constitute an admission of beneficial ownership~~shell company.

~~Unless~~Mr. ~~otherwise indicated~~Yang, Kung-Fu is the ~~Company~~control person for World ~~believes~~Capital ~~that~~Holding, ~~all~~Ltd ~~persons~~and ~~named~~is inconsidered ~~the~~control ~~table~~person ~~have~~acquiring ~~sole~~control ~~voting~~of ~~and~~the ~~investment~~Company. ~~power~~As ~~with~~discussed ~~respect~~in toItem ~~all~~1, purchased 1,500,000,000 shares of ~~common~~the Company’s Preferred A Shares. These shares represent the controlling block of stock ~~beneficially~~and were purchased from Small ~~owned~~Cap byCompliance, ~~them~~LLC for $80,000.

~~Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, Room 03/04,~~ 16~~/F, Jinke Building, No.17-19, Guangwei Road, Guangzhou, China 510030.~~

Title of Class	Name and Address	Number of Common Shares Beneficially Owned			Percent of Class (1)
	Directors and Officers
Common Stock	Lei Chen, Chairman and Director		0			0.000	%
Common Stock	Yuan Zhao, Director		23,600,000	(2)		11.542	%
Common Stock	Jane Yu, Chief Financial Officer		2,000,000			0.978	%
Common Stock	Pan Pan, Secretary		0			0.000	%
Common Stock	All directors and executive officers as a group (4 persons)		25,600,000			12.520	%
	5% Holders
Common Stock	Yankuan Li		21,419,394			10.475%
Common Stock	Liu Dong Flat R 10/F Block D, Wylie Court 19 Wylie Path, Yaumatei Kowloon Hong Kong		12,500,000			6.113	%
Common Stock	Kunyuan Yang		10,000,000			6.47	%
Common Stock	PAMRIA LLC Pacific Asset Management Two Union Square 601 Union Street Sute #4200 Seattle, WA98101		10,000,000			4.891	%
Common Stock	Guangyuan Liu		16,000,000	(3)		7.825	%

Transactions with Related Persons

*	less than 1%.
(1)	Based on 204,473,776 shares of common stock issued and outstanding as of March 29, 2018
(2)	Includes 3,500,000 shares held by Mr. Zhao’s wife.
(3)	Includes 6,000,000 shares held by Mr. Liu’s son, Jiexun Liu, and 10,000,000 shares held by Mr. Liu. Mr. Liu is obligated to send back 4,000,000 shares to the Company for cancellation pursuant to the Rescission Agreement, and is expected to do so upon closing of the Kuncheng Share Exchange.

Mr. Yang, Kung-Fu, majority shareholder and a director the Company, have advanced working capital to pay expenses of the Company. The advances are due on demand and non-interest bearing. The outstanding amount due to related parties was $2,501 and $nil as of December 31, 2024 and 2023.

16On November 4, 2020, World Capital Holding, Ltd entered into a Stock Purchase Agreement with Small Cap Compliance, LLC whereby World Capital Holding, Ltd. purchased 1,500,000 shares of Convertible Preferred A Series Stock, the controlling block of stock, and 200,000,000 shares of restricted Common Stock for the purchase price of $80,000.

~~Item~~ITEM 1314. ~~Certain~~PRINCIPAL ~~Relationships~~ACCOUNTANT ~~and~~FEES ~~Related~~AND ~~Transactions, and Director Independence~~SERVICES.

~~The~~Independent ~~following~~Auditors’ ~~table presents the balances the Company due to and from related parties.~~Fees

	As of 12/31/2017			As of 12/31/2016
Due from related parties	$	-		$	-
Due to related parties		(514,550	)		(413,152	)
Net due from (due to)		(514,550	)		(413,152	)

The following table represents fees billed for each of the years ended December 31, 2024 and 2023, for professional audit services rendered by our independent registered public accounting firm:

Amounts owing to Ms. Yankuan Li, the Company’s former CEO and director, by the Company are non-interest-bearing and payable on demand. The Company did not make any repayment of the loans due in the fiscal year ended December 31, 2017 and the fiscal year ended December 31, 2016.

	December 31, 2024		December 31, 2023

Audit fees	$	27,500	$	10,000
Audit-related fees
Tax fees
All other fees
Total	$	27,500	$	10,000

Director Independence

	(1)	Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements.
	(2)	Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.
	(3)	Tax fees consist of fees for professional services rendered for tax compliance, tax advice and tax planning.
	(4)	All other fees consist of fees for products and services provided, other than for the services reported under the headings “Audit Fees,” “Audit Related Fees” and “Tax Fees.” The Company has adopted a policy regarding the services of its independent auditors under which our independent accounting firm is not allowed to perform any service which may have the effect of jeopardizing the registered public accountant’s independence. Without limiting the foregoing, the independent accounting firm shall not be retained to perform the following:

We· doBookkeeping ~~not~~or ~~have~~other ~~any~~services ~~independent~~related ~~directors. Because~~to ~~our~~the ~~common~~accounting ~~stock~~records isor ~~not~~financial ~~currently~~statements ~~listed~~· onFinancial ainformation ~~national~~systems ~~securities~~design ~~exchange~~and implementation · Appraisal or valuation services, wefairness ~~have~~opinions ~~used~~or ~~the~~contribution-in-kind ~~definition~~reports of· ~~"independence" of~~Actuarial ~~The~~services ~~NASDAQ~~· ~~Stock~~Internal ~~Market~~audit tooutsourcing ~~make~~services ~~this~~· ~~determination.~~ Management functions · Broker-dealer, investment adviser or investment banking services · Legal services · Expert services unrelated to the audit

~~We do not currently have a separately designated audit, nominating or compensation committee.~~17

~~Item~~Pre-Approval ~~14.~~Policies ~~Principal Accounting Fees~~ and ~~Services.~~Procedures

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit ~~Fees~~Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

~~For~~We ~~the~~do ~~two~~not ~~year~~have ~~ended~~an ~~December~~Audit ~~31,~~Committee. ~~2017 and~~Our ~~2016,~~Board ~~the~~pre-approves all ~~audit~~services ~~fees~~provided ~~were~~by ~~approximately~~our ~~$6,000~~independent ~~and~~registered ~~$6,000~~public ~~for~~accounting ~~the audit of our financial statements, respectively~~firm.

~~Audit Related Fees~~18

~~For~~PART ~~the two year ended December 31, 2017 and 2016, the audit related services fees were nil and nil, respectively.~~IV

~~Tax~~ITEM ~~Fees~~15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~For~~EXHIBIT ~~the two year ended December 31, 2017 and 2016, there were no fee for professional services rendered for tax compliance, tax advice, and tax planning.~~INDEX

All Other Fees

3.1		Articles of Incorporation-Historical Docs

3.2		By-Laws (1)

3.3		Articles of Amendment filed on November 20, 2024

4.1		Stock Purchase Agreement (1)

4.3		Custodian Appoint and Discharge Court Orders (1)
4.4		Officer Appointment Board Minutes (1)
31.1		Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934

31.2		Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934

32.1		Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
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104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The~~(1) ~~Company~~Previously ~~did~~filed ~~not~~as ~~incur~~an ~~any~~exhibit ~~other fees related~~ to ~~services rendered~~the byCompany’s ~~our~~Form ~~principal~~10 ~~accountant for~~filed ~~the~~with ~~two~~SEC ~~year~~on ~~ended~~August ~~December 31~~27, ~~2017 and 2016~~2024.

~~Effective~~ITEM ~~May~~16. ~~6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non~~10-~~audit related~~K ~~service, the engagement be:~~SUMMARY

●As ~~approved by our audit committee; or ● entered into pursuant to pre-approval policies and procedures established by the audit committee~~permitted, ~~provided~~ the ~~policies~~registrant ~~and~~has ~~procedures~~elected ~~are~~not ~~detailed as~~ to supply ~~the~~a ~~particular~~summary ~~service, the audit committee is informed~~ of ~~each~~information ~~service,~~required ~~and~~by ~~such~~Form ~~policies and procedures do not include delegation of the audit committee's responsibilities to management~~10-K.

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees was pre- approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.19

17SIGNATURES

~~PART~~Pursuant IVto the requirements 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.

Item 15. Exhibits, Financial Statement Schedules.

	CLUSTER GROUP HOLDINGS LIMITED CO.
	(Registrant)

Date: April 15, 2025	By:	/s/ Yan Ping Sheng
		Yan Ping Sheng
		Chief Executive Officer
		Chief Financial Officer

~~(a) The following documents are filed as part of this report:~~20

~~(1) Financial~~Index ~~Statements and Report of Independent Registered Public Accounting Firm, which are set forth in the index~~ to ~~Consolidated~~ Financial ~~Statements~~ ~~on pages F-1 through F-17 of this report.~~Statements

Report of Independent Registered Public Accounting Firm - Centurion ZD CPA Limited	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 7116)	F-2
Consolidated Balance Sheets	F-3
Balance Sheets as of December 31, 2024 and 2023	F-4
Consolidated Statements of Operations	F-4
Statements of Operations for the years ended December 31, 2024 and 2023	F-5
Consolidated Statements of Shareholders' Equity	F-5
Statements of Stockholders Deficit for the years ended December 31, 2024 and 2023	F-6
Consolidated Statements of Cash Flows	F-6
Statements of Cash Flows for the years ended December 31, 2024 and 2023	F-7
Notes to Consolidated Financial Statements	F-7
Notes to Financial Statements	F-8

~~(2) Financial Statement Schedule: None.~~F-1

~~(3)~~Report ~~Exhibits~~of Independent Registered Public Accounting Firm

Exhibit No.		Description
2.1		Share Exchange Agreement with Jinke (12)
2.2		Share Exchange Agreement with Kuncheng dated November 15, 2016 (13)
3.1		Articles of Incorporation (1)
		Amendment to Articles of Incorporation
3.2		Bylaws (1)
3.3		Certificate of Amendment to Articles of Incorporation. (9)
10.1		Securities Purchase Agreement (2)
10.2		Registration Rights Agreement (2)
10.3		Subsidiary Guarantee (2)
10.4		Security Agreement (2)
10.5		Form of Senior Secured Convertible Debenture (2)
10.6		Form of Common Stock Purchase Warrant (2)
10.7		Amendment Agreement among the Company and certain investors, dated February 21, 2008 (3)
10.8		Share Transfer Agreement between Huantong Telecom Singapore Company Pte. Ltd. and TCAM Technology Pte. Ltd., dated February 14, 2008 (4)
10.9		Share Transfer Agreement between Global Telecom Holdings Limited and Guangzhou Renwoxing Telecom, dated July 29, 2008 (5)
10.10		Amendment Agreement between the Company and certain investors, dated November 3, 2008 (6)
10.11		Settlement Agreement, dated December 29, 2009 (7)
10.12		Settlement Agreement, dated November 28, 2011 (8)
10.13		Share Exchange Agreement, by and among the Company, CTL and the former shareholders of CTL. (9)
10.14		Employment Agreement with Ms. Yu Effective as of March 5, 2013(10)
10.15		Cooperation Agreement with Shenzhen Jinke Energy Development Co., Ltd., dated as of June 30, 2014 (11)
10.16		Mutual Rescission Agreement dated November 15, 2016 by and among the Company, Liu Guangyuan and Jinke (13)
10.17		Share Transfer Agreement with Wee San Chuan, Francis, dated January 1, 2015
10.18		Employment Agreement with Jane Yu dated September 30, 2016
10.19		Mutual Recission Agreement Dated December 22, 2017 by and among China Teletech Holding Inc., Liaoning Kuncheng Education Investment Co., Ltd., and Kunyuan Yang
21.1		List of Subsidiaries

To the shareholders and the board of directors of Cluster Group Holdings Limited Co f/k/a China Teletech Holding, Inc.

18Opinion on the Financial Statements

31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certifications of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350*
32.2		Certifications of CFO pursuant to 18 U.S.C. Section 1350*
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We have audited the accompanying balance sheets of Cluster Group Holdings Limited Co f/k/a China Teletech Holding, Inc as of December 31, 2024 and 2023, the related statements of operations, stockholders' (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

*InSubstantial ~~accordance~~Doubt ~~with~~about ~~SEC~~the ~~Release 33-8238, Exhibit 32.1 and 32.2~~Company’s ~~are~~Ability ~~being~~to ~~furnished~~Continue ~~and~~as ~~not~~a ~~filed.~~Going Concern

(1)	Incorporated by reference to Form SB-2 filed on January 6, 2006.
(2)	Incorporated by reference to Form 8-K/A filed on August 8, 2007.
(3)	Incorporated by reference to Form 8-K filed on February 28, 2008.
(4)	Incorporated by reference to Form 8-K filed on March 11, 2008.
(5)	Incorporated by reference to Form 8-K filed on July 31, 2008.
(6)	Incorporated by reference to Form 8-K filed on November 5, 2008.
(7)	Incorporated by reference to the Form 8-K filed on January 4, 2010.
(8)	Incorporated by reference to the Form 8-K filed on December 1, 2011.
(9)	Incorporated by reference to the Form 8-K filed on April 5, 2012.
(10) (11) (12)	Incorporated by reference to the Form 8-K filed on March 27, 2013 Incorporated by reference to the Form 8-K filed on August 8, 2014. Incorporated by reference to the Form 8-K filed on January 29, 2015.
(13)	Incorporated by reference to the Form 8-K/A filed on November 15, 2016.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

19Basis for Opinion

~~SIGNATURES~~These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Pursuant~~We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~requirements~~financial statements are free of ~~Section 13~~material misstatement, whether due to error or ~~15(d)~~fraud. ofThe ~~the~~Company ~~Securities~~is ~~Exchange~~not ~~Act~~required ofto ~~1934~~have, ~~the~~nor ~~registrant~~were ~~has~~we ~~duly~~engaged to ~~caused~~perform, ~~this~~an ~~report~~audit of its internal control over financial reporting. As part of our audits we are required to beobtain ~~signed~~an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on ~~its~~the ~~behalf~~effectiveness byof the Company’s ~~undersigned~~internal control over financial reporting. Accordingly, ~~thereunto~~we ~~duly~~express ~~authorized~~no such opinion.

	CHINA TELETECH HOLDING, INC.
	By:	/s/ Lei Chen
		Lei Chen
Date: April 2, 2018		Director
		(Principal Executive Officer)

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~Pursuant~~400 toColumbia ~~the requirements of the Securities Exchange Act of 1934~~Drive, ~~this~~Suite ~~report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.~~101

Name	Title	Date
/s/ Lei Chen	Director
Lei Chen	(Principal Executive Officer)	April 2, 2018
/s/ Jane Yu	Chief Financial Officer
Jane Yu	(Principal Financial and Accounting Officer)	April 2, 2018

West Palm Beach, FL 33409

20Ph. 561 689-4093

~~China~~Fax: ~~Teletech~~954 ~~Holding, Inc.~~827-0968

~~Audited Consolidated Financial Statements~~F-2

~~December~~Critical ~~31,~~Audit ~~2017 and 2016~~Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (~~Stated~~1) inrelate USto ~~Dollars~~accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole10, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~China~~No ~~Teletech~~matters ~~Holding,~~identified ~~Inc~~in the audit were considered to be critical audit matters.

Contents	Pages
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Changes in Stockholders’ Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7 – F-17

/S/ Beckles & Co

~~F-1~~Beckles & Co. Inc. (PCAOB ID 7116)

~~Yu Certified~~We ~~Public~~have ~~Accountant,~~served ~~P.C.~~as the Company's auditor since 2024

~~Professionalism~~West Palm Beach, ~~Expertise,~~ ~~Integrity~~FL

~~REPORT OF~~April ~~INDEPENDENT~~15, ~~REGISTERED PUBLIC ACCOUNTING FIRM~~2025

~~To the board of Directors and Shareholders of China Teletech Holding, Inc.~~F-3

WeCLUSTER ~~have~~GROUP ~~audited the~~HOLDINGS ~~accompanying~~LIMITED ~~consolidated balance sheets of China Teletech Holding, Inc~~CO. (the “Company”) as of December 31, 2017 and 2016 and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the years ended December 31, 2017 and 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

WeFORMERLY ~~conducted~~CHINA ~~our audits~~TELETECH in accordance with the standards of the Public Company Accounting Oversight Board (Untied States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to haveHOLDING, ~~nor were we engaged to perform, an audit of internal control over financial reporting~~INC. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~In our opinion,~~BALANCE the financial statements referred to above present fairly, in all material respects, the financial position of China Teletech Holding Inc. as of December 31, 2017 and 2016, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.SHEETS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has suffered operating loss and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note 7 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	December 31,			December 31,
	2024			2023

Assets
Current Assets
Cash	$	–		$	–
Total Current Assets		–			–
Total Assets	$	–		$	–

Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued expenses	$	16,757		$	7,006
Due to related party		72,623			23,915
Total Current Liabilities		89,380			30,921
Total Liabilities		89,380			30,921

Commitment & contingencies		–			–

Stockholders' Deficit
Convertible Preferred Stock, $0.001 par value; 5,000,000 shares authorized, 1,500,000 and 1,500,000 shares issued and outstanding, respectively		1,500			1,500
Common Stock, $0.0001 par value; 1,500,000,000 shares authorized, 4,399 and 4,399 shares issued and outstanding, respectively		–			–
Additional paid-in capital		7,517,572			7,517,572
Accumulated loss		(7,608,452	)		(7,549,993	)
Total Stockholders' Deficit		(89,380	)		(30,921	)
Total Liabilities and Stockholders' Deficit	$	–		$	–

~~New~~See ~~York,~~accompanying ~~New~~notes ~~York~~to audited financial statements

~~April 2, 2018~~F-4

~~Certified~~CLUSTER ~~Public~~GROUP ~~Accountants~~HOLDINGS LIMITED CO.

99FORMERLY ~~Madison~~CHINA ~~Avenue,~~TELETECH ~~Suite 601~~HOLDING, ~~New York NY 10016~~INC.

~~Tel:~~STATEMENTS OF ~~347-618-9237, 516-778-6818~~OPERATIONS

Email: Info@ywlcpa.com


	For the Years Ended
	December 31,			December 31,
	2024			2023
Revenues	$	–		$	–

Operating expenses
Professional fees		53,944			8,667
Other general & administrative expense		4,515			1,991
Total operating expenses		58,459			10,658
Loss from operations		(58,459	)		(10,658	)

Net loss before income tax		(58,459	)		(10,658	)
Income tax expense		–			–
Net loss	$	(58,459	)	$	(10,658	)

Loss per Share - Basic and Diluted	$	(13.289	)	$	(2.423	)
Weighted Average Shares Outstanding - Basic and Diluted		4,399			4,399

~~F-2~~See accompanying notes to audited financial statements

~~China Teletech Holding, Inc.~~F-5

~~Consolidated~~CLUSTER ~~Balance~~GROUP ~~Sheets~~HOLDINGS LIMITED CO.

AsFORMERLY ofCHINA ~~December~~TELETECH 31HOLDING, ~~2017, and 2016~~INC.

~~(Stated~~STATEMENTS inOF USSTOCKHOLDERS' ~~Dollars)~~DEFICIT

ASSETS	Note	12/31/2017			12/31/2016
Current Assets			-			-
Total Current Assets			-			-
TOTAL ASSETS		$	-		$	-
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Due to related parties	3	$	514,550			413,152
Accrued liabilities and other payables			29,742			50,000
Contingency liabilities	4		-			41,571
Total Current Liabilities			544,292			504,723
TOTAL LIABILITIES		$	544,292		$	504,723
STOCKHOLDERS' EQUITY
Common stock US$0.01 par value; 1,000,000,000 authorized, 202,473,776 and 147,513,776 shares issued and outstanding at December 31, 2017 and 2016, respectively.		$	2,024,738		$	1,475,138
Additional Paid in capital			5,838,765			5,838,765
Discount on issuance of common stock			(356,031	)		-
Retained Deficit			(8,060,734	)		(7,827,596	)
Other Comprehensive Loss			8,970			8,970
TOTAL STOCKHOLDERS' EQUITY		$	(544,292	)	$	(504,723	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	-		$	-

For the Years Ended December 31, 2024 and 2023

See Notes to Consolidated Financial Statements


	Convertible Preferred Stock				Common Stock				Additional					Total
	Shares		Par Value, $0.001		Shares		Par Value, $0.0001		paid-in capital		Accumulated loss			Stockholders' Deficit
Balance, December 31, 2022		1,500,000	$	1,500		4,399	$	–	$	7,517,572	$	(7,539,335	)	$	(20,263	)
Net loss		–		–		–		–		–		(10,658	)		(10,658	)
Balance, December 31, 2023		1,500,000	$	1,500		4,399	$	–	$	7,517,572	$	(7,549,993	)	$	(30,921	)
Net loss		–		–		–		–		–		(58,459	)		(58,459	)
Balance, December 31, 2024		1,500,000	$	1,500		4,399	$	–	$	7,517,572	$	(7,608,452	)	$	(89,380	)

~~F-3~~See accompanying notes to audited financial statements

~~China Teletech Holding, Inc.~~ F-6

~~Consolidated~~CLUSTER ~~Statements~~GROUP ofHOLDINGS ~~Operations and~~LIMITED ~~Comprehensive Loss~~CO.

~~For~~FORMERLY ~~the~~CHINA ~~Years~~TELETECH ~~Ended December 31~~HOLDING, ~~2017 and 2016~~INC.

~~(Stated~~STATEMENTS OF inCASH ~~US Dollars)~~FLOWS

	Note		For the Year Ended December 31, 2017				For the Year Ended December 31, 2016
		For the Years Ended
Sales			$	-			$	-
		December 31,				December 31,
Cost of sales				-				-
		2024				2023
Gross profit				-				-
Cash Flows from Operating Activities
Operating expenses				-				-
Net loss		$	(58,459	)		$	(10,658	)
Administrative and general expenses				236,138				50,159
Adjustment to reconcile Net loss from operations:
Total operating expense				236,138				50,159
Shares issued for services or compensation			–				–
Loss from Operations				(236,138	)			(50,159	)
Depreciation & Amortization expense			–				–
Gain on disposal of subsidiary	5			3,000				-
Changes in operating assets and liabilities
Loss before taxation				(233,138	)			(50,159	)
Accounts payable and accrued expenses			9,751				1,833
Income tax				-				-
Net Cash Used in Operating Activities			(48,708	)			(5,158	)
Net Loss			$	(233,138	)		$	(50,159	)
Cash Flows from Financing Activities
Other Comprehensive Income:
Proceeds from (Repayment of) related party payables			48,708				5,158
Foreign currency translation change				-				-
Net Cash Provided by Financing Activities			48,708				5,158
Comprehensive Loss:				(233,138	)			(50,159	)
Net Increase (Decrease) in Cash			–				–
Net Loss Attributable To:
Cash at Beginning of Period			–				–
- Non controlling interest			$	-			$	-
Cash at End of Period		$	–			$	–
- the Company				(233,138	)			(50,159	)
Supplemental Cash Flow Information:
			$	(233,138	)		$	(50,159	)
Income Taxes Paid		$	–			$	–
Earnings Loss Per Share	6
Interest Paid		$	–			$	–
- Basic			$	-			$	-
- Diluted			$	-			$	-
Weighted Average Shares Outstanding
- Basic				202,473,776				147,513,776
- Diluted				202,473,776				147,513,776

See ~~Notes~~accompanying notes to ~~Consolidated~~audited ~~Financial~~financial ~~Statements~~statements

F-47

~~China~~CLUSTER ~~Teletech~~GROUP ~~Holding,~~HOLDINGS ~~Inc~~LIMITED CO.

~~Consolidated~~Formerly ~~Statements~~CHINA ofTELETECH ~~Changes~~HOLDINGS ~~in Stockholders’~~INC. ~~Deficit~~

~~For~~NOTES ~~the~~TO ~~Years~~FINANCIAL ~~Ended December 31, 2017 and 2016~~STATEMENTS

~~(Stated~~As inof USand ~~Dollars)~~for the years ended December 31, 2024 and 2023

	Total Number of Shares		Common Stock		Discount on Issuance of Common Stock			Additional Paid in Capital		Shares To be issued			Other Comprehensive Income (Loss)		Retained Deficit			Total
Balance, January 1, 2016		147,513,776		1,475,138		-			5,838,765		40,000			8,970		(7,777,437	)	(414,564)
Net loss		-		-		-			-		-			-		(50,159	)	(50,159)
Share issuance cancellation		-		-		-			-		(40,000	)		-		-		(40,000)
Balance at December 31, 2016		147,513,776		1,475,138		-			5,838,765		-			8,970		(7,827,596	)	(504,723)
Balance, January 1, 2017		147,513,776		1,475,138		-			5,838,765		-			8,970		(7,827,596	)	(504,723)
Common stock issuance		54,960,000		549,600		(356,031	)		-		-			-		-		193,569
Net loss		-		-		-			-		-			-		(233,138	)	(233,138)
Balance at December 31, 2017		202,473,776		2,024,738		(356,031	)		5,838,765		-			8,970		(8,060,734	)	(544,292)

NOTE 1 – ORGANIZATION AND OPERATIONS

~~See~~Cluster ~~Notes~~Group toHoldings ~~Consolidated~~Limited ~~Financial~~Co. ~~Statements~~formerly known as China Teletech Holdings Inc. (the “Company”) is a corporation organized under the laws of the state of Florida on March 29, 1999. The operations of China Teletech Holdings Inc. and its subsidiaries were abandoned by the former management and custodianship action was commenced in the year of 2020.

~~F-5~~On October 9, 2020, the circuit court of the second judicial circuit in and for Leon County, Florida granted the application for appointment of custodian due to the absence of a functioning board of directors in the Company. The order appointed a custodian to take on any corporation actions on behalf of the Company that would further the interest of its shareholders.

~~China~~On ~~Teletech~~November ~~Holding~~10, ~~Inc~~2020, a change of control occurred with respect to the Company to reflect better towards the business direction of the Company.

~~Consolidated~~On ~~Statements~~November 7, 2024, the Company’s board of ~~Cash~~director ~~Flows~~approved a change of the Company’s name from China Teletech Holdings Inc. to Cluster Group Holdings Limited Co. This change was made to better reflect the Company’s strategic direction and business operations.

AsThe ofCompany ~~December~~intends 31to seek for a merger, ~~2017~~capital stock ~~and~~exchange, ~~2016~~asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

~~(Stated~~The inCompany USis ~~Dollars)~~an emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

	For the Year Ended December 31, 2017			For the Year Ended December 31, 2016
Cash flow from operating activities
Net Loss before tax	$	(233,138	)	$	(50,159	)
Non-cash share compensation		193,569			-
(Decrease)/Increase in accrued liabilities and other payables		(20,258	)		38,000
Increase in amount due to related parties		101,398			10,588
(Decrease)/Increase in contingency liabilities		(41,571	)		41,571
Cancellation of share issuance		-			(40,000	)
Net cash provided by operating activities		-			-
Cash flows from investing activities
Net cash inflow from disposal of subsidiaries		-			-
Net cash provided by investing activities	$	-		$	-
Cash flows from financing activities		-			-
Net cash provided by financing activities		-			-
Net Increase in Cash & Cash Equivalents		-			-
Effect of Currency Translation		-			-
Cash & Cash Equivalents at Beginning of Year		-			-
Cash & Cash Equivalents at End of Year	$	-		$	-

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~See~~Basis ~~Notes~~of ~~to Consolidated Financial Statements~~presentation

~~F-6~~The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (U.S. GAAP). The preparation of financial statements in compliance with the Generally Accepted Accounting Principles in the United States of America requires management to make estimations and assumptions that will affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Hence, actual results could differ from those estimates.

~~China~~Use ~~Teletech~~of ~~Holding, Inc.~~estimates

~~Notes~~The preparation of financial statements is in compliance with Generally Accepted Accounting Principles in the United States of America. It requires management to ~~Consolidated~~make ~~Financial~~estimations ~~Statements~~and assumptions that will affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period.

AsThe significant estimations of ~~December~~the ~~31,~~Company ~~2017~~include the assumption that the Company will continue to operate as a going concern. Those significant accounting estimations or assumptions is difficult to measure or value and bears the risk of change since there are uncertainties attached to those estimations or assumption. The management will estimate based on the historical experience and various assumptions that are believed to be reasonable under circumstances, the results of which form the basis for making judgements on the carrying values of assets and ~~2016~~liabilities that are not apparent from other sources.

1Management review regularly on the estimation utilizing the current available information, changes in facts and circumstances, historical experience, and reasonable assumptions. ~~ORGANIZATION~~After such ~~AND~~reviews, ~~PRINCIPAL~~and ~~ACTIVITIES~~if deemed appropriate, there will be adjustments to those estimations. Therefore, actual results could differ from estimation.

~~China Teletech Holding, Inc. (the “Company”) formerly known as Avalon Development Enterprise, Inc. was incorporated in the State of Florida, United States (an OTCBB Company) on March 29, 1999.~~F-8

~~On June~~Cash 30, 2014, the Company entered into a cooperation agreement (the “Agreement”) with Shenzhen Jinke Energy Development Co., Ltd. (“SJD”). Pursuant to the Agreement, the Company will purchase, in an aggregate, 51% of all the outstanding capital of SJD in exchange for 20 million newly issued shares of the Company’s common stock. The Company filed Form 8-K with the U.S Securities and ~~Exchange~~Cash Commission on August 8, 2014 detailing the transaction; the Agreement was filed as an exhibit to the Form 8-K. As of December 31, 2014, 16 million shares of the 20 million shares have been issued, and 4 million shares are pending issuance.Equivalents

The Company ~~has~~considers ~~accounted~~all ~~for~~highly ~~the~~liquid ~~transaction~~investments with ~~SJD~~a ~~as reverse takeover and recapitalization~~ maturity of ~~the~~three ~~Company;~~months ~~accordingly,~~or ~~the~~less ~~legal acquirer~~when ispurchased ~~the~~to ~~accounting~~be ~~acquiree~~cash ~~and the legal acquirer is the accounting acquirer~~equivalents. As ~~a result~~ of ~~this~~December ~~transaction~~31, 2024, the Company is ~~deemed~~does tonot behave aany ~~continuation~~deposits ~~of the business of SJD. Accordingly, the financial data included~~ in ~~the accompanying consolidated financial statements for all periods prior to June 30, 2014 is that of the accounting acquirer (SJD)~~bank. The historical stockholders’ equity of the accounting acquirer prior to the share exchange has been retroactively restated as if the share exchange transaction occurred as of the beginning of the first period presented.

~~On November~~Related 15, 2016, the Company, SJD and Guangyuan Liu, the holder of 97% of the equity interest of SJD, entered into a certain Mutual Rescission Agreement (the “Rescission Agreement”), whereby the parties agreed to rescind the Jinke Exchange Agreement and unwind the Jinke Reverse Merger as if they never occurred, for a consideration of 10,000,000 newly issued restricted shares (the “Rescission Shares”) of the Company’s common stock to be issued to the Guangyuan Liu, the holder of 97% of the equity interest of SJD upon closing of the transactions contemplated in the Rescission Agreement. Upon closing of the Rescission Agreement on November 15, 2016, the Guangyuan Liu, the holder of 97% of the equity interest of SJD, returned and surrendered 20 million of the Company share and the Company returned and surrendered the 51% of the issued and outstanding securities of SJD and issued the Rescission Shares to Guangyuan Liu, the holder of 97% of the equity interest of SJD. The Company filed Form 8-K with the U.S Securities and Exchange Commission on November 15, 2016 detailing the transaction; the Rescission Agreement was filed as an exhibit to the Form 8-K.Parties

The ~~difference~~ ~~between~~Company ~~the~~follows ~~beginning~~ASC ~~balance~~850-10 of ~~2014 and~~ the ~~ending~~FASB ~~balance~~Accounting Standards ofCodification ~~2013~~for ~~is due to~~ the ~~change~~identification of ~~organization~~related ~~structure. According to Rescission Agreement, whereby the~~ parties ~~agreed to rescind the Jinke Exchange Agreement~~ and ~~unwind~~disclosure ~~the Jinke Reverse Merger as if they never occurred, for a consideration~~ of ~~10,000,000~~related ~~newly~~party ~~issued restricted shares (the “Rescission Shares”) of the Company’s common stock to be issued to the Guangyuan Liu, the holder of 97% of the equity interest of SJD upon closing of the~~ transactions ~~contemplated in the Rescission Agreement~~.

OnPursuant ~~November~~to 8,Section ~~2016,~~850-10-20 the Related parties includes a) affiliates of the Company; ~~registered~~b) aentities ~~wholly-owned subsidiary,~~for ~~namely~~which ~~Strategic~~investments ~~Service~~in ~~Group~~their ~~Limited~~equity securities would be required, absent ~~which~~the ~~was~~election ~~incorporated~~of inthe ~~British~~fair ~~Virgin~~value ~~Islands.~~option Onunder ~~October~~the 31Fair Value Option Subsection of Section 825–10–15, ~~2017~~to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company ~~transferred~~may ~~100%~~deal ~~equity~~if ofone ~~Strategic~~party ~~Service~~controls ~~Group~~or ~~Limited~~can significantly influence the management or operating policies of the other to ~~Ms.~~an Liextent ~~Yankuan~~that ~~with~~one of the ~~consideration~~transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of ~~$3,000~~the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

~~The principal~~Commitments ~~activity~~and ~~of the Company is investment holding company.~~Contingencies

FThe Company follows ASC 450-720 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date of the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

~~China~~If ~~Teletech~~the ~~Holding~~assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, ~~Inc~~then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

~~Notes~~Loss tocontingencies ~~Consolidated~~considered ~~Financial~~remote ~~Statements~~are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and affect adversely on the Company’s business, financial position, and results of operations or cash flows.

~~As of December 31, 2017, and 2016~~F-9

2.Income ~~SUMMARY~~Tax OFProvisions ~~SIGNIFICANT ACCOUNTING POLICIES~~

~~(a)~~The ~~Method~~Company follows ASC 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates and expected to apply to taxable income in the fiscal 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 the Statements of Income and Comprehensive Income in the period that includes the enactment date.

The Company ~~maintains~~adopted ~~its~~ASC ~~general~~740-10-25 of the FASB ~~ledger~~Accounting ~~and~~Standards ~~journals~~Codification (“ASC 740-10-25”) with ~~the~~regards ~~accrual~~to ~~method~~uncertainty income taxes. ASC 740-10-25 addresses the determination of ~~accounting~~whether ~~for~~tax ~~financial~~benefits ~~reporting~~claimed ~~purposes.~~or ~~The~~expected to be claimed on a tax return should be recorded in the financial statements. Under ~~and~~ASC ~~notes~~740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that ~~are~~the ~~representations~~tax ofposition ~~management.~~will ~~Accounting~~be ~~policies~~sustained ~~adopted~~on examination by the ~~Company~~taxing ~~conform~~authorities, tobased ~~generally~~on ~~accepted~~the ~~accounting~~technical ~~principles~~merits of the position. The tax benefits recognized in the ~~United~~financial ~~States~~statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of ~~America~~being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on de-recognition, classification, interest and ~~have~~penalties ~~been~~on ~~consistently~~income ~~applied~~taxes, accounting in ~~the~~interim ~~presentation~~periods ofand ~~financial~~requires ~~statements~~increased disclosures.

Net Income (bLoss) ~~Consolidation~~per Common Share

~~The~~Net ~~consolidated~~income ~~financial~~(loss) ~~statements~~per common share is computed ~~include~~pursuant ~~the~~to ~~accounts~~ASC 260-10-45 of ~~China~~the ~~Teletech~~FASB ~~Holdings,~~Accounting ~~Inc~~Standards Codification. ~~and~~Basic ~~five~~net ~~wholly~~income ~~and~~(loss) ~~partially~~per ~~owned~~common ~~subsidiaries.~~share ~~The~~is ~~consolidated~~computed ~~financial~~by dividing ~~statements~~net ~~were~~income ~~compiled~~(loss) inby ~~accordance~~the ~~with~~weighted ~~generally~~average ~~accepted~~number ~~accounting~~of ~~principles~~shares of common stock outstanding during the ~~United~~period. ~~States~~Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of ~~America.~~shares ~~All~~of ~~significant~~common stock and potentially outstanding ~~inter-company~~shares ~~accounts~~of common stock during the period. The weighted average number of common shares outstanding, and ~~transactions~~potentially ~~have~~outstanding ~~been~~common shares ~~eliminated~~assumes inthat ~~consolidation~~the Company incorporated as of the beginning of the first period presented.

~~The~~For the years ended December 31, 2024 and 2023, ~~company~~Preferred ~~owned~~Stock ~~the~~Series ~~following~~A ~~subsidiaries~~convertible ~~since~~into ~~the~~common ~~reserve~~stock were anti-~~merger~~dilutive and ~~soon~~not ~~thereafter.~~included Asin ofthe ~~December~~computation ~~31,~~of ~~2016,~~diluted ~~detailed~~earnings per ~~identities~~share because of ~~the~~net ~~consolidating~~loss ~~subsidiaries~~incurred ~~are~~by asthe ~~follows:~~Company for periods ended.

	Name of Company		Place of Incorporation		Attributable Equity Interest %
	Strategic Services Group Limited		BVI		100%

Cash Flows Reporting

AsThe Company adopted ASC 230-10-45-24 of ~~December~~the 31FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, ~~2017~~or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company ~~did~~reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not ~~own~~resulting ~~any~~in ~~subsidiary~~cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

~~(c)~~Recent ~~Economic~~accounting ~~and Political Risks~~pronouncements

~~The~~Management ~~Company~~does ~~is subject to special considerations and significant risks~~ not ~~typically~~believe ~~associated~~that ~~with~~any ~~companies~~other inrecently ~~North~~issued, ~~America~~but ~~and Western Europe. These include~~not ~~risks~~yet ~~associated with~~effective, ~~among~~accounting ~~others~~standards, ~~the~~if ~~political,~~currently ~~economic~~adopted, ~~legal~~would ~~environment~~have ~~and~~a ~~foreign~~material ~~currency~~effect exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, restriction on ~~international~~our ~~remittances, and~~condensed ~~rates~~consolidated ~~and~~financial ~~methods of taxation, among other things~~statements.

F-810

~~China~~NOTE ~~Teletech~~3 ~~Holding,~~– ~~Inc.~~GOING CONCERN

~~Notes~~The toaccompanying ~~Consolidated~~financial ~~Financial~~statements ~~Statements~~have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company had an accumulated deficit as of December 31, ~~2017~~2024 of $7,608,452 ~~and~~without ~~2016~~generating any revenues. These factors among others may raise substantial doubts about the Company’s ability to continue as a going concern.

~~(d)~~While ~~Use~~the Company has not commenced operations and generate revenues, the Company’s cash position may not be significant enough to support the daily operations of ~~Estimates~~the Company. Management intends to raise additional funds by public or private offering. The Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

~~Our~~The ~~discussion and analysis is based upon our consolidated~~ financial statements, ~~which~~do ~~have~~not ~~been~~include ~~prepared~~any inadjustments accordance with accounting principles generally accepted in the United States. In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that ~~affect the reported amounts of assets and liabilities~~might ~~and~~be ~~disclosures~~necessary ofif ~~contingent assets and liabilities at~~ the ~~dates~~Company ofis ~~the~~unable ~~financial~~to ~~statements,~~continue as ~~well~~a asgoing ~~the reported amounts of revenues and expenses during the reporting years~~concern. ~~These accounts and estimates include, but are not limited to, the estimation on useful lives of property, plant and equipment. Actual results could differ from those estimates.~~

~~(e)~~NOTE ~~Cash~~4 ~~and~~– ~~Cash~~STOCKHOLDERS’ ~~Equivalents~~DEFICIT

~~The~~Common ~~Company considers all cash and other highly liquid investments with initial maturities of three months or less to be cash equivalents.~~Stock

~~(f)~~The ~~Accounts~~Company ~~Receivable~~is authorized to issue 1,500,000,000 of common shares with $0.0001 par value.

~~Accounts~~As ~~receivable~~of ~~are~~December ~~recognized and~~31, ~~carried~~2024 atand 2023, the ~~original~~Company has ~~invoice~~4,399 ~~amount~~and ~~less~~4,399 ~~allowance~~shares ~~for any uncollectible amounts. An allowance for doubtful accounts is made when recovery~~ of ~~the~~common ~~full~~stock ~~amount~~issued isand ~~doubtful~~outstanding, respectively.

On January 28, 2025, the Company effectuated a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1 for 100,000 (gthe “Reverse Stock Split”). As ~~Accounting~~a ~~for~~result, ~~Impairment~~the number of ~~Long-Lived~~issued ~~Assets~~and outstanding shares was proportionally reduced, while the authorized shares or the par value per share remained unchanged. No fractional shares were issued in connection with the Reverse Stock Split.

~~The~~For ~~Company~~all ~~adopted~~periods ~~FASB~~presented ~~ASC Topic~~in ~~360-10-05~~these ~~“Impairment or Disposal of Long-Lived Assets”, which addresses~~ financial statements ~~accounting~~ and ~~reporting~~accompanying ~~for the~~footnotes, ~~impairment~~share ~~or disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held~~ and ~~used~~per inshare ~~accordance~~amounts ~~with~~have ~~ASC~~been ~~360.~~retroactively ~~ASC~~adjusted ~~360 requires impairment losses~~ to bereflect ~~recorded~~the onReverse ~~long-lived~~Stock ~~assets used in operations~~Split. ~~when~~The ~~indicators~~Reverse ofStock ~~impairment~~Split ~~are~~did ~~present~~not ~~and~~impact the ~~undiscounted~~Company’s ~~cash~~total ~~flows estimated to be generated by those assets are less than the assets~~stockholders’ ~~carrying amounts~~equity. ~~In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets.~~

~~The~~For ~~long-lived assets held and used by~~ the ~~Company~~year ~~are~~ended ~~reviewed~~December ~~for~~31, ~~impairment~~2020, ~~whenever events or changes in circumstances indicate that~~ the ~~carrying amount of~~Company ~~assets~~issued ~~may~~2,000 ~~not~~shares beat ~~recoverable.~~$10 Itper isshare ~~reasonably~~for ~~possible~~proceeds ~~that these assets could become impaired as a result~~ of ~~technology or other industry changes~~$20,000. ~~Recoverability of assets to be held and used is determined by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets.~~

IfPreferred such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the reporting periods, there was no impairment loss.Stock

~~F-9~~The Company is authorized to issue 5,000,000 of convertible preferred stock Series A with par value of $0.001. Each share of convertible preferred stock Series A is convertible into 1,000 shares of common stock and entitled to 1,000 votes on any and all matters considered and voted upon by the Company’s Common Stock.

~~China~~For ~~Teletech~~the ~~Holding~~year ended December 31, ~~Inc~~2020, the Company issued 1,500,000 shares at $0.001 per share for proceeds for $1,500. The shares were issued in accordance to the custodian agreement.

~~Notes~~As toof ~~Consolidated~~December ~~Financial~~31, ~~Statements~~2024 and 2023, the Company has 1,500,000 shares of convertible preferred stock Series A issued and outstanding.

~~As of December 31, 2017, and 2016~~F-11

~~(h)~~NOTE ~~Revenue~~5 ~~Recognition~~– INCOME TAX

~~Revenue~~The isCompany ~~measured~~follows atASC 740. Deferred income taxes reflect the net ~~fair~~effect ~~value~~of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the ~~consideration~~amounts ~~received~~used for income tax reporting purposes, and ~~receivable.~~(b) ~~Provided~~net itoperating isloss ~~probable~~carry-forwards. ~~that~~No ~~the~~net ~~economic~~provision ~~benefits~~for ~~will~~refundable ~~flow~~Federal toincome ~~the~~tax ~~Company~~has been ~~and~~made in the ~~revenue~~accompanying ~~and~~statement ~~costs~~of ~~incurred~~loss orbecause tono berecoverable ~~incurred,~~taxes ifwere ~~applicable~~paid previously. Similarly, ~~can~~no bedeferred ~~measure~~tax ~~reliably~~asset attributable to the net operating loss carry-forward has been recognized, ~~revenue~~as it is ~~recognized~~not indeemed ~~profit~~likely ~~or loss~~to be realized.

~~(i)~~As ~~Cost~~of December 31, 2024, the Company had net operating loss carryforwards that may be available to offset future taxable income. The utilization of ~~Sales~~these NOLs may become subject to limitations based on past and future changes in ownership of the Company pursuant to Internal Revenue Code Section 382.

The Company’s ~~cost~~recognizes ofinterest ~~sales~~and ispenalties ~~comprised~~related ~~mainly~~to ofuncertain tax ~~cost~~positions in general and administrative expense. As of ~~goods~~December ~~sold~~31, 2024 and 2023 the Company has no unrecognized uncertain tax positions, including interest and penalties.

~~(j)~~NOTE 6 ~~Selling~~– ~~Expenses~~RELATED PARTY TRANSACTIONS

~~Selling~~Mr. Sheng Yan Ping, the Company’s CEO, ~~expenses~~Secretary, ~~are~~Treasurer ~~comprised~~and Director of ~~salaries~~the ~~for~~Company, have advanced working capital to pay expenses of the ~~sales~~Company. ~~force,~~The ~~client~~advances ~~entertainment~~are due on demand and non-interest bearing. The outstanding amount due to related parties was $72,623 and ~~commissions~~$23,915 as ~~advertising~~of December 31, 2024 and ~~travel~~2023. During the years ended December 31, 2024 and ~~lodging~~ 2023, expenses paid on behalf of the Company by Mr. Sheng totaled $48,708 and $5,158, respectively.

~~(k)~~NOTE ~~General~~7 &– ~~Administrative~~SUBSEQUENT ~~Expenses~~EVENTS

~~General~~The ~~and~~Company ~~administrative~~has ~~expenses~~evaluated subsequent events ~~include~~to ~~executive~~April ~~compensation~~15, ~~general~~2025, ~~overhead~~the ~~such~~date as the ~~finance~~financial ~~department~~statements ~~and~~were ~~administrative~~available ~~staff,~~to ~~depreciation,~~be ~~office rental~~issued and ~~utilities.~~identified that the following item for disclosure:

On January 28, 2025, the Company effectuated a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1 for 100,000 (lthe “Reverse Stock Split”). As ~~Advertising~~a result, the number of issued and outstanding shares was proportionally reduced, while the authorized shares or the par value per share remained unchanged. No fractional shares were issued in connection with the Reverse Stock Split.

~~The~~For ~~Company~~all ~~expensed~~periods ~~all~~presented ~~advertising~~in these financial statements ~~costs~~and asaccompanying ~~incurred~~footnotes, share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split. The Reverse Stock Split did not impact the Company’s total stockholders’ equity.

~~(m) Foreign Currency Translation~~F-12

For financial reporting purposes, the financial statements of the Company, which are prepared using the functional currency, have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Translation adjustments are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

F-10

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2017, and 2016

(n) Income Taxes

The Company uses the accrual method of accounting to determine and report its taxable reduction of income taxes for the year in which they are available. The Company has implemented FASB ASC Topic 740 “Income Taxes”. Income tax liabilities computed according to the United States, and British Virgin Islands (BVI) tax laws are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due plus deferred taxes related primarily to differences between the basis of fixed assets and intangible assets for financial and tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will be either taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes. A valuation allowance is created to evaluate deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize that tax benefit, or that future realization is uncertain.

In respect of the Company’s subsidiaries, the taxation of these entities are summarized below:

	Subsidiary		Country of Domicile		Income Tax Rate
	Strategic Services Group Limited		British Virgin Islands		0.00%

Since China Teletech Holding, Inc. is primarily a holding company without any business activities in the United States. The Company does not have taxable income to be reported in the United States income tax for the year ended December 31, 2017 and 2016.

(o) Statutory Reserve

Statutory reserve refers to the amount appropriated from the net income in accordance with PRC laws or regulations, which can be used to recover losses and increase capital, as approved, and, are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit, must appropriate, on an annual basis, from its earnings, an amount to the statutory reserve to be used for future company development. Such an appropriation is made until the reserve reaches a maximum equalling 50% of the enterprise’s registered capital.

F-11

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2017, and 2016

(r) Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

As of December 31, 2017, and December 31, 2016, the Company did not identify any assets and liabilities that were required to be presented on the balance sheet at fair value.

(s) Other Comprehensive Income (Loss)

For financial reporting purposes, RMB were translated into United States Dollars ("USD" or “$”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated other comprehensive income".

The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders.

(t) Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350 “Intangibles and Other”, goodwill is no longer subject to amortization. Rather, goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis.

F-12

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2017, and 2016

(u) Segment Reporting

FASB ASC Topic 280, "Disclosures about Segments of an Enterprise and Related Information" requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manners in which management disaggregates a company.

(v) Recent Accounting Pronouncements

In March 2016, the FASB issued ASU No. 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. The amendments in ASU 2016-07 are effective for public companies for fiscal years beginning after December 15, 2016 including interim periods therein. Early adoption is permitted. The new standard should be applied prospectively for investments that qualify for the equity method of accounting after the effective date. We do not expect that the adoption will have a material impact on our financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which includes amendments to accounting for income taxes at settlement, forfeitures, and net settlements to cover withholding taxes. The amendments in ASU 2016-09 are effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted but requires all elements of the amendments to be adopted at once rather than individually. We are evaluating the effect that ASU No. 2016-09 will have on our financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. We are currently assessing the potential impact of ASU 2016-15 on our financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-16—Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption is permitted. We do not anticipate that the adoption of this ASU to have a significant impact on our financial statements.

F-13

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2017, and 2016

In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are Under Common Control. The amendments in this ASU change how a reporting entity that is the single decision maker of a variable interest entity should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that variable interest entity. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016. We do not expect the adoption of this ASU to have a material impact on our financial statements.

In November 2016, the FASB issued Accounting Standards Update 2016-18 (ASU 2016-18), Statement of Cash Flows: Restricted Cash. This ASU provides guidance on the classification of restricted cash in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The amendments in the ASU should be adopted on a retrospective basis. We do not expect that adoption of this ASU to have a material effect on our financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

3. DUE TO RELATED PARTIES

	As of 12/31/2017		As of 12/31/2016
Ms. Li, Yankuan		514,550		413,152
	$	514,550	$	413,152

Ms. Yankuan Li, Chief Executive Officer and Director of the Company, made advances to the Company to help fund the Company’s prior operations. These advances are unsecured and interest free. There is no due date for repayment.

F-14

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2017, and 2016

4. Contingency liabilities

	As of 12/31/2017		As of 12/31/2016
Disputed Legal Service Fee		-		41,571
	$	-	$	41,571

On November 4, 2016, according to the Case Index Number 157901/2015 under the Supreme Court of the State of New York, New York County, the Company was ordered to pay the legal service to Ellenoff Grossman & Schole. The payment should include the principal of USD $36,626.25, and the interest using annual interest rate of 9%, starting from June 30, 2015. To reflect such impact, the Company had accrued contingency liability using best estimate, as of the date of December 31, 2016.

As mentioned in Note 8, on March 19, 2018, the Company and Ellenoff Grossman & Schole, entered into the reconciliation agreement, and the aggregate payment was reduced to USD $ 15,000. Therefore, the Company had made corresponding adjustment upon such contingency liability, and recorded accruals accordingly, as of the date of December 31, 2017.

5. Gain on disposal of subsidiary

As mentioned in Note 1, on October 31, 2017, the Company transferred 100% equity of Strategic Service Group Limited (the “Subsidiary”) to Ms. Li Yankuan with the consideration of $3,000.

The subsidiary had no operation activity in both USA and BVI, and had no assets or liability. Therefore, the fair value of the subsidiary was deemed zero, and the gain on disposal of subsidiary was $3,000.

F-15

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2017, and 2016

6. EARNINGS PER SHARE

	2017			2016
Basic and diluted loss per share numerator
Net loss	$	(233,138	)	$	(50,159	)
Loss attributable to non-controlling interest		-			-
Loss attributable to common stockholders	$	(233,138	)	$	(50,159	)
Original Shares:		147,513,776			147,513,776
Additions from Actual Events
- Issuance of shares		54,960,000			-
Basic weighted average shares outstanding		202,473,776			147,513,776
Loss Per Share
- Basic	$	-		$	-
- Diluted	$	-		$	-
Weighted Average Shares Outstanding
- Basic		202,473,776			147,513,776
- Diluted		202,473,776			147,513,776

7. GOING CONCERN UNCERTAINTIES

These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

For the year ended December 31, 2017, the Company reported a net loss of $233,138. The Company had an accumulated deficit of $8,060,734 as of December 31, 2017, due to the fact that the Company continued to incur losses over the past several years.

The continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other capital sources. Management believes that the continuing financial support from the existing or potential shareholders or external debt or equity financing will provide the additional cash to meet the Company’s obligations as they become due. Also, the management team will focus on acquiring potential operation which can generate stable cash flows, to meet the need of working capital of the Company.

These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern.

F-16

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of December 31, 2017, and 2016

8. SUBSEQUENT EVENTS

The company has evaluated the period after the balance sheet date up through the day that the financial statements were issued, and determined that there were no subsequent events or transactions that required recognition or disclosure in the financial statements except the following:

On March 19, 2018, the Company and Ellenoff Grossman & Schole, entered into the Confidential Settlement Agreement and Release (the “Agreement”) pursuant to which the Company agreed to pay $15,000 to Ellenoff Grossman & Schole within ten business days as the release of an action decided by the Supreme Court of the State of New York, New York County under the Index Number 157901/2015.

F-17

Filing Compare · Cluster Group Holdings Ltd Co