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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2025

☐ 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: 000-56680

CLUSTER GROUP HOLDINGS LIMITED CO.

(Exact name of registrant as specified in its charter)

Florida

45-4895104

(State of other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

16th Floor, North Tower

528 Pudong South Road

Shanghai 200120

China

(Address of Principal Executive Offices) (Zip Code)

+86-21-50917695

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	CLUS	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $NIL.

As of June 30, 2025, there were 40,004,399 shares outstanding of the registrant’s Common Stock.

As of June 30, 2025, there were 1,500,000 shares outstanding of the registrant’s Convertible Preferred Stock.

CLUSTER GROUP HOLDINGS LIMITED CO.

FORM 10-Q

June 30, 2025

TABLE OF CONTENTS

		Page No.

	PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS.	3

	Balance Sheets as of June 30, 2025 and December 31, 2024 (unaudited)	3
	Statements of Income and Comprehensive Income for the three and six months ended June 30, 2025 and 2024 (unaudited)	4
	Statements of Stockholders’ Equity six months ended June 30, 2025 and 2024 (unaudited)	5
	Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited)	6
	Notes to Financial Statements (unaudited)	7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	13

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk.	19

ITEM 4.	CONTROLS AND PROCEDURES.	19

	PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings.	22

ITEM 1A.	RISK FACTORS.	22

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	22

ITEM 3.	Defaults Upon Senior Securities.	22

ITEM 4.	Mine Safety Disclosures.	22

ITEM 5.	OTHER INFORMATION.	22

ITEM 6.	EXHIBITS.	22

SIGNATURES		23

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CLUSTER GROUP HOLDINGS LIMITED CO.

FORMERLY CHINA TELETECH HOLDING, INC.

BALANCE SHEETS


	June 30,			December 31,
	2025			2024
	(Unaudited)			(Audited)
Assets
Current Assets
Cash	$	–		$	–
Total Current Assets		–			–
Total Assets	$	–		$	–

Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued expenses	$	6,652		$	16,757
Due to related party		19,130			72,623
Total Current Liabilities		25,782			89,380
Total Liabilities		25,782			89,380

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, 40,004,385 and 4,385 shares issued and outstanding, respectively		4,000			–
Additional paid-in capital		7,593,572			7,517,572
Accumulated loss		(7,624,854	)		(7,608,452	)
Total Stockholders' Deficit		(25,782	)		(89,380	)
Total Liabilities and Stockholders' Deficit	$	–		$	–

See accompanying notes to unaudited financial statements

CLUSTER GROUP HOLDINGS LIMITED CO.

FORMERLY CHINA TELETECH HOLDING, INC.

STATEMENTS OF OPERATIONS

Unaudited


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2025			2024			2025			2024
Revenues	$	–		$	–		$	–		$	–

Operating expenses
Professional fees		6,444			29,750			11,944			29,750
Other general & administrative expense		1,195			894			4,458			1,947
Total operating expenses		7,639			30,644			16,402			31,697
Loss from operations		(7,639	)		(30,644	)		(16,402	)		(31,697	)

Other Income (Expenses)
Interest income (expense)		–			–			–			–
Total other income (expenses)		–			–			–			–

Net loss before income tax		(7,639	)		(30,644	)		(16,402	)		(31,697	)
Income tax expense		–			–			–			–
Net loss	$	(7,639	)	$	(30,644	)	$	(16,402	)	$	(31,697	)

Earnings (Loss) per Share - Basic and Diluted	$	(0.002	)	$	(6.966	)	$	(0.007	)	$	(7.206	)
Weighted Average Shares Outstanding - Basic and Diluted		4,839,550			4,385			2,435,224			4,385

See accompanying notes to unaudited financial statements

CLUSTER GROUP HOLDINGS LIMITED CO.

FORMERLY CHINA TELETECH HOLDING, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Six Months Ended June 30, 2025 and 2024

Unaudited


	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, 2023		1,500,000	$	1,500		4,385	$	–	$	7,517,572	$	(7,549,992	)	$	(30,920	)
Net loss		–		–		–		–		–		(1,053	)		(1,053	)
Balance, March 31, 2024		1,500,000		1,500		4,385		–		7,517,572		(7,551,045	)		(31,973	)
Net loss		–		–		–		–		–		(30,644	)		(30,644	)
Balance, June 30, 2024		1,500,000	$	1,500		4,385	$	–	$	7,517,572	$	(7,581,689	)	$	(62,617	)

Balance, December 31, 2024		1,500,000	$	1,500		4,385	$	–	$	7,517,572	$	(7,608,452	)	$	(89,380	)
Net loss		–		–		–		–		–		(8,763	)		(8,763	)
Balance, March 31, 2025		1,500,000		1,500		4,385		–		7,517,572		(7,617,215	)		(98,143	)
Shares issued for services or compensation		–		–		40,000,000		4,000		76,000		–			80,000
Net loss		–		–		–		–		–		(7,639	)		(7,639	)
Balance, June 30, 2025		1,500,000	$	1,500		40,004,385	$	4,000	$	7,593,572	$	(7,624,854	)	$	(25,782	)

See accompanying notes to unaudited financial statements

CLUSTER GROUP HOLDINGS LIMITED CO.

FORMERLY CHINA TELETECH HOLDING, INC.

STATEMENTS OF CASH FLOWS

Unaudited


	Six Months Ended
	June 30,			June 30,
	2025			2024
Cash Flows from Operating Activities
Net loss	$	(16,402	)	$	(31,697	)
Adjustment to reconcile Net loss from operations:
Changes in operating assets and liabilities
Accounts payable and accrued expenses		(10,105	)		5,788
Net Cash Used in Operating Activities		(26,507	)		(25,909	)

Cash Flows from Financing Activities
Proceeds from related party payables		26,507			25,909
Net Cash Provided by Financing Activities		26,507			25,909

Net Increase (Decrease) in Cash		–			–
Cash at Beginning of Period		–			–
Cash at End of Period	$	–		$	–

Supplemental Cash Flow Information:
Income Taxes Paid	$	–		$	–
Interest Paid	$	–		$	–

Non-Cash Investing and Financing Activities
Shares issued for debt payable	$	80,000		$	–

See accompanying notes to unaudited financial statements

CLUSTER GROUP HOLDINGS LIMITED CO.

Formerly CHINA TELETECH HOLDING INC.

NOTES TO FINANCIAL STATEMENTS

As of and for the six months ended June 30, 2025 and 2024

(Unaudited)

NOTE 1 – ORGANIZATION AND OPERATIONS

Cluster Group Holdings Limited Co. 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.

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.

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

On November 7, 2024, the Company’s board of director 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.

The Company intends to seek for a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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.

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2024. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2024.

Use of estimates

The preparation of financial statements is in compliance with Generally Accepted Accounting Principles in the United States of America. It 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.

The significant estimations of the Company include income tax provision and valuation allowance of deferred tax assets; the fair value of financial instruments the carrying value and recoverability of long-lived assets, including the value assigned to an estimated useful life of computer equipment; and 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 liabilities that are not apparent from other sources.

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of June 30, 2025, the Company does not have any deposits in bank.

Related Parties

The Company follows ASC 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties includes a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, 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 may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the 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 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.

Commitments and Contingencies

The Company follows ASC 450-20 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.

If the 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, 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.

Loss contingencies considered remote 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.

Income Tax Provisions

The 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 adopted ASC 740-10-25 of the FASB Accounting Standards Codification (“ASC 740-10-25”) with regards to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to ASC 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding, and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

For the six months ended June 30, 2025 and 2024, Preferred Stock Series A convertible into common stock were anti-dilutive and not included in the computation of diluted earnings per share because of net loss incurred by the Company for periods ended.

Cash Flows Reporting

The Company adopted ASC 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, 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 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 resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Recent accounting pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed consolidated financial statements.

NOTE 3 – GOING CONCERN

The accompanying financial 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 June 30, 2025 of $7,624,854 without generating any revenues. These factors among others may raise substantial doubts about the Company’s ability to continue as a going concern.

While 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 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.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – STOCKHOLDERS’ DEFICIT

Common Stock

The Company is authorized to issue 1,500,000,000 of common shares with $0.0001 par value.

As of June 30, 2025 and December 31, 2024, the Company has 40,004,385 and 4,385 shares of common stock issued and 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 (the “Reverse Stock Split”). As 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.

For all periods presented in these financial statements and accompanying 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.

For the year ended December 31, 2020, the Company issued 2,000 shares at $10 per share for proceeds of $20,000.

On June 13, 2025, the Company settled an outstanding payable of $80,000 due to Mr. Yan Ping Sheng (the “Related Party”) through the issuance of 40,000,000 shares of its common stock, par value $0.0001 per share, at a conversion price of $0.002 per share. The shares were issued in the name of World Capital Holding, Ltd., an entity affiliated with the Related Party. The conversion satisfied the amount payable to Mr. Sheng.

Preferred Stock

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.

For the year ended December 31, 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.

As of June 30, 2025 and December 31, 2024, the Company has 1,500,000 shares of convertible preferred stock Series A issued and outstanding.

NOTE 5 – INCOME TAX

The Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

As of June 30, 2025, the Company had net operating loss carryforwards that may be available to offset future taxable income. The utilization of 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 recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of June 30, 2025, the Company has no unrecognized uncertain tax positions, including interest and penalties.

NOTE 6 – RELATED PARTY TRANSACTIONS

Mr. Yan Ping Sheng, the Company’s CEO, Secretary, Treasurer and Director of 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 $19,130 and $72,623 as of June 30, 2025 and December 31, 2024. During the six months ended June 30, 2025 and 2024, expenses paid on behalf of the Company by Mr. Sheng totaled $26,507 and $25,909, respectively.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events to the date the financial statements were issued and has determined that there are no other items to disclose or require adjustments except the following.

On July 23, 2025, (the “Change of Control Date”), a change in control of the Company occurred through the transfer of voting securities by World Capital Holding, Ltd. The following shares were transferred to unrelated third parties:

	·	1,500,000 shares of Series A Preferred Stock to Hongmao IoT Co., Ltd.
	·	31,601,580 shares of common stock to Cluster Zhimingde Holdings Co., Ltd.
	·	4,400,220 shares of common stock to Hongmao IoT Co., Ltd.

The shares transferred represented a controlling interest in the Company based on the total number of voting shares outstanding. As a result of these transfers, voting control of the Company has changed. Following the change in control, Mr. Yan Ping Sheng continues to serve as an officer and director of the Company, and Mr. ZhiHong Wang has been appointed as a director and Chairman of the Board.

The share transfers were conducted as private transactions between shareholders and did not involve the issuance of any new shares by the Company.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with financial statements of Cluster Group Holdings Limited Co. for the three and six months ended June 30, 2025 and 2024, and the notes thereto.

Safe Harbor for Forward-Looking Statements

Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to Cluster Group Holdings Limited Co. or its management. These forward-looking statements are not facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, performance, or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, services and litigation, as well as the matters discussed in Cluster Group Holdings Limited Co.’s MD&A. Readers should not place undue reliance on any such forward-looking statements. Cluster Group Holdings Limited Co. disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Overview

Cluster 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. We amended our Articles of Incorporation on December 5, 2005, changing the par value of our stock and increasing the total authorized capital stock. At that time the Company engaged in the acquisition of one commercial property and expanded into building cleaning, maintenance services, and equipment leasing as supporting ancillary services. The Company went public via an SB-2 filing in 2006.

On January 10, 2007, we effected a merger with Global Telecom Holdings, Ltd., a British Virgin Islands Corporation, and the shareholders, entered into a Share Exchange Agreement. Pursuant to that Agreement, the Company issued 399 shares of its restricted common stock to the shareholders in exchange for 1,000 shares of Global Telecom Holdings, Ltd. common stock.

On March 27, 2007, the Company filed an amendment to its Articles of Incorporation and changed its name to GuangZhou Global Telecom, Inc.

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 the Company’s 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%.

We filed an SB-2 to register 51 shares of common stock on September 4, 2007, and it was deemed effective on February 8, 2008.

On February 14, 2008, Huantong, our subsidiary, and TCAM executed a final share transfer agreement whereby Huantong agreed to purchase 30% of the total authorized shares of TCAM for the purchase amount of $200,000 and 3.5 million shares of Guangzhou Global Telecom, Inc.’s common stock.

On January 23, 2009, the Company filed an amendment to raise the number of shares of authorized stock to 1,000,000,000.

On July 29, 2008, Global Telecom Holdings Limited, our wholly-owned subsidiary of Guangzhou Global completed the acquisition of Guangzhou Renwoxing Telecom, a company incorporated under the laws of the People’s Republic of China. Pursuant to the terms of the Agreement, we issued 97 shares of common stock to certain assigners designated for 51% equity interest in Guangzhou Renwoxing 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.

On March 8, 2012, the Company filed an amendment to its Articles of Incorporation to change its name to China Teletech Holding, Inc.

On January 7, 2014, in lieu of the cash satisfaction of the Settlement Agreement payment, the Company entered into a letter agreement with Enable Funds pursuant to which the Company agreed to pay the sum of $50,000 within 3 business day upon execution of the letter agreement and issue to Enable Funds an aggregate of 46 shares of common stock of the Company.

On June 30, 2014, the Company entered into a Cooperation Agreement with Shenzhen Jinke 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 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 China Teletech Holding, Inc. would acquire 51% of the issued and outstanding equity securities of Kuncheng. On December 17, 2017, the parties executed a Recission Agreement to rescind the Share Exchange Agreement.

The business operations for the Company and its subsidiaries were abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2020. The Company filed its last 10-Q in 2018, this financial report included liabilities and debts. As of the date of this filing, these liabilities and debts have been addressed and the legal opinion for debt write off is attached as an Exhibit.

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 charter. The order appointed Small Cap Compliance, LLC (“SCC”, the “Custodian”) custodian with the right to appoint officers and directors, 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.

The court awarded custodianship to SCC based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business. At this time, Rhonda Keaveney was appointed sole officer and director.

The Company was severely delinquent in filing annual reports for the Company’s charter. The last quarterly report was filed on June 30, 2018 on Form 10-Q. In addition, the company was subject to Exchange Act reporting requirements including filing 10Q’s and 10Ks. The Company was out of compliance with Exchange Act reporting. SCC attempted to contact the Company’s officers and directors through letters, emails, and phone calls, with no success. The Custodian filed Form 15 on November 6, 2020 to suspend the duty to file reports under Section 15d of the Securities Exchange Act of ’34.

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 CNCT’s corporate charter to do business and restoring value to the Company for the benefit of the stockholders.

SCC performed the following actions in its capacity as custodian:

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

The Custodian paid the following expenses on behalf of the Company:

	·	Florida Secretary of State for reinstatement of the Company, $1,925
	·	Shareholders Meeting $500
	·	Vstock Transfer $4,468.92

Upon 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.

On November 20, 2020, a change in control of the Company occurred when SCC entered into a Stock Purchase Agreement (the “Agreement”) with World Capital Holding, Ltd., whereby World Capital Holding, Ltd. paid SCC $80,000 in consideration of 1,500,000 shares of Convertible Series A Preferred Stock and 2,000 restricted Common Shares of Stock. These shares represent the controlling block of stock. Yang, Kung Fu is the control person for World Capital holding, Ltd. and Yan Ping Sheng is the officer and director. Rhonda Keaveney resigned as the Company’s sole officer and director and appointed Yan Ping Sheng as officer and director.

On November 7, 2024, the Company 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

	·	1,500,000 shares of Series A Preferred Stock to Hongmao IoT Co., Ltd.
	·	31,601,580 shares of common stock to Cluster Zhimingde Holdings Co., Ltd.
	·	4,400,220 shares of common stock to Hongmao IoT Co., Ltd.

The share transfers were conducted as private transactions between shareholders and did not involve the issuance of any new shares by the Company.

Mr. Zhihong Wang, age 60, has more than 30 years of experience in corporate management, market development, and business strategy. He currently serves as Chairman of Shaanxi Cluster IOT Service Management Co., Ltd. and Shenzhen Cluster Yijia Equity Investment Fund Management Co., Ltd. Mr. Wang is the founder of the “Clustered Consumption” theory and has received numerous honors, including “Senior Expert of China E-commerce Expert Database” and “Outstanding Chinese Private Entrepreneur.”

(b) Business of Issuer

Cluster Group Holdings Limited Co. (the “Company”) is a development stage company incorporated under the laws of the State of Florida on March 29, 1999.

The Company has not yet commenced material operations or generated revenues and is considered a “blank check company” as defined in Rule 419(a)(2) of the Securities Act of 1933. Specifically:

	•	(i) The Company has no specific business plan or purpose and has indicated that its business plan is to engage in a merger, acquisition, reverse merger, or other business combination with an unidentified operating business or entity; and
	•	(ii) The Company is issuing “penny stock,” as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.

Although the Company currently has no arrangements or understandings with respect to any potential merger or acquisition candidate, it is actively seeking a business combination, particularly with a company engaged in the food and ingredient industry. There can be no assurance that such a transaction will be successfully identified or consummated.

The Company’s contemplated business plan is based on the concept of “cluster consumption” in the food industry. This model involves the aggregation of community-based demand, digital platform integration, and supply chain optimization through a three-node logistics system. The goal is to improve efficiency, reduce costs, and deliver fresh products directly from source to consumer.

This business model has been implemented in China by companies affiliated with the Company’s shareholders. These affiliated operations reportedly serve over 4,000 community stores and 4 million household users. The affiliated entities have introduced four types of consumer service models—management, reservation, anticipation, and leasing—enabled by digital tools and community logistics platforms. By combining online and offline channels, the model seeks to align supply with localized demand, enhance delivery logistics, and provide cost savings to consumers.

It is important to note that the Company does not currently operate these affiliated businesses, and they are not subsidiaries of the Company. The Company’s management may seek to acquire or integrate a similar business in the future, but there are no definitive agreements or assurances at this time.

Until a suitable business combination is completed, the Company does not expect to engage in significant operations and anticipates continued operating losses. If a transaction is consummated, the Company may become subject to increased governmental regulations in both the United States and China; however, the scope and timing of any such regulation is currently unknown.

Results of Operations

Introduction

The financial statements appearing elsewhere in this report have been prepared assuming the Company will continue as a going concern. The Company was recently formed and has not established sufficient operations or revenues to sustain the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The following table provides selected balance sheet data for our Company at June 30, 2025 (unaudited) and December 31, 2024:

	June 30, 2025			December 31, 2024
Balance Sheet Data
Cash	$	–		$	–
Total Assets		–			–
Total Liabilities		25,782			89,380
Total Stockholders’ Deficit	$	(25,782	)	$	(89,380	)

To date, the Company has relied on debt and equity raised in private offerings and shareholder loans to finance operations and no other sources of capital has been identified. If we experience a shortfall in operating capital, we could be faced with having to limit our research and development activities.

Three and Six months ended June 30, 2025 and 2024

Revenue

For the three and six months ended June 30, 2025 and 2024, the Company had not generated any revenues.

Operating Expenses

Operating expenses for the three months ended June 30, 2025 were $7,639 compared to $30,644 for the three months ended June 30, 2024.

Operating expenses for the six months ended June 30, 2025 were $16,402 compared to $31,697 for the six months ended June 30, 2024.

Operating expenses decreased due to additional professional fees and other general and administrative fees incurred for Registration filing to become a reporting company for the three and six months ended June 30, 2024.

Other Income and Expenses

For the three and six months ended June 30, 2025 and 2024, the Company did not have any other income or expenses.

Net Income (Loss)

For the three months ended June 30, 2025, the Company had a net loss of $7,639 compared to the three months period ended June 30, 2024 of a net loss of $30,644.

For the six months ended June 30, 2025, the Company had a net loss of $16,402 compared to the six months period ended June 30, 2024 of a net loss of $31,697.

Liquidity and Capital Resources

As of June 30, 2025, we had no cash and had a working capital deficit of $25,782.

The Company has not generated any revenues from operations, and may be unable to fund on-going activities. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in generating revenues and cash flows for operations, and the possibility of new regulations that will make our company difficult or impossible to operate.

If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

If we are unable to complete any phase of our development program or fail to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.

The Company’s related party will continue to advance the necessary capital to pay the expenses of the Company and there are no formal financing agreements in place. The outstanding amount due to related parties was $19,130 and $72,623 as of June 30, 2025 and December 31, 2024.

On June 13, 2025, the Company settled an outstanding payable of $80,000 due to Related Party through the issuance of 40,000,000 shares of its common stock, par value $0.0001 per share, at a conversion price of $0.002 per share.

Operating Activities

Net cash used in operating activities were $26,507 for the six months ended June 30, 2025 and $25,909 for the same period ended 2024. The change resulted from net loss of $16,402 for the six months ended June 30, 2025 with accounts payable and accrued expenses decreased by $10,105 from $16,757 at December 31, 2024 to $6,652 at June 30, 2025. The decrease in accounts payable and accrued expenses is related to other professional fee and administration expenses incurred and payable during the period.

Investing Activities

No investing activities occurred during the six months ended June 30, 2025 and 2024.

Financing Activities

Net cash provided by financing activities were $26,507 for the six months ended June 30, 2025 and $25,909 for the same period ended in 2024. The Company received net advances of $26,507 and $25,909 from related party for working capital purposes for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, the Company did not issue common stock for cash.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements with any party.

Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The accounting policies that we follow are set forth in Note 2 to our financial statements as included in the SEC report filed. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over our financial reporting. Our internal control system was designed to provide reasonable assurance to management regarding the preparation and fair presentation of published financial statements.

Our management, consisting of our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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 costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks that internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management's Assessment Regarding Internal Control Over Financial Reporting

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control of financial reporting as discussed below.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (including its consolidated subsidiaries) and all related information appearing in our Annual Report on Form 10-K. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America

Management conducted an evaluation of the design and operation of our internal control over financial reporting as of the end of the period covered by this report, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria established. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective, because management identified a material weakness in the Company’s internal control over financial reporting related to the segregation of duties as described below.

While the Company does adhere to internal controls and processes that were designed, it is difficult with a very limited staff to maintain appropriate segregation of duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness. Due to: (i) the significance of segregation of duties to the preparation of reliable financial statements; (ii) the significance of potential misstatement that could have resulted due to the deficient controls; and (iii) the absence of sufficient other mitigating controls, we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or interim financial statements may not be prevented or detected.

Management’s Remediation Initiatives

Management has evaluated, and continues to evaluate, avenues for mitigating our internal controls weaknesses, but mitigating controls to completely mitigate internal control weaknesses have been deemed to be impractical and prohibitively costly, due to the size of our organization at the current time. Management expects to continue to use reasonable care in following and seeking improvements to effective internal control processes that have been and continue to be in use at the Company.

Changes in internal controls over financial reporting

There were no changes in the Company’s internal control over financial reporting that occurred prior to the Company’s most recent financial quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material or legal proceeding, and, to our knowledge, none is contemplated or threatened.

Item 1A. Risk Factors

We are a smaller reporting company and, as a result, are not required to provide the information under this item. Please review the risk factors identified in Item 1.A of our Form 10.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On 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 Stock, the controlling block of stock, and 2,000 shares of restricted Common Stock for the purchase price of $80,000.

The restricted shares were sold in a private transaction pursuant to Rule 144(i) of the ’33 Securities Act. As of this date, the shares have not been registered.

Item 3. Defaults Upon Senior Securities

There have been no defaults upon senior securities.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit No.		Description

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350*
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350*
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
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

______________________

*	Filed Herewith.

SIGNATURES

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

Date: August 14, 2025	CLUSTER GROUP HOLDINGS LIMITED CO.

	By:	/s/Yan Ping Sheng
	Name	Yan Ping Sheng
	Title	Chief Executive Officer and Chief Financial Officer

Cluster Group Holdings Ltd Co 10-Q