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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the year ended December 31, 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 or other jurisdiction of incorporation or organization)		(I.R.S. 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)

________________________

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		CLUS		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 filed a report on and attestation to 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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of June 30, 2025 (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, 2025 was 40,004,385.

CLUSTER GROUP HOLDINGS LIMITED CO.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS		ii

PART I
Item 1.	Description of Business	1
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	13
Item 1C.	Cybersecurity	13
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	[Reserved]	16
Item 7.	Management’s Discussion and Analysis Of Financial Condition and Results of Operation	16
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 8.	Financial Statements and Supplementary Data	18
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	18
Item 9A.	Controls and Procedures	19
Item 9B.	Other Information	20
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	20

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
Item 13.	Certain Relationships and Related Transactions	24
Item 14.	Principal Accountant Fees and Services	26

PART IV
Item 15.	Exhibits; Financial Statement Schedules	27
Item 16.	10-K Summary	27

SIGNATURES		28

Use of Certain Defined Terms

Except as otherwise indicated by the context, references in this report to “Cluster Group Holdings Limited Co.”, “we,” “us,” “our,” “the Company”, “our company”.

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 1. BUSINESS

Business Overview

(a)

Business Development

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 the Company 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 the Company’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.

(b)

Business of Issuer

Cluster 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 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.

Opportunities may come to the Company’s attention from various sources, including our management, our stockholders, professional advisors, securities broker dealers, venture capitalists and private equity funds, members of the financial community and others who may present unsolicited proposals. At this time, the Company has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, such firms may be retained if such arrangements are deemed to be in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.

The Company has restricted its search to a business in the food industry, including food products and channels of distribution. 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.

It is not possible at this time to predict the nature of a transaction in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of the Company and the 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 venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation, or reorganization of the Company with other business organizations and there is no assurance that the Company would be the surviving entity. In addition, our present management and stockholders may not have control of a majority of the voting shares of the Company following reorganization or other financial transaction. As part of such a transaction, some or all of the Company’s existing directors may resign and new directors may be appointed. The Company’s operations following the consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.

The 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.

The Company expects to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuate.

At present financial revenue has not yet been realized. The Company hopes to raise capital in order to fund the acquisitions. All statements involving our business plan are forward looking statements and have not been implemented as of this filing.

The Company is moving in a new direction, statements made relating to our contemplated business combination are forward looking statements and we have no history of performance. 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.

The analysis will be undertaken by or under the supervision of our management. As of the date of this filing, we have not entered into definitive agreements. In our continued efforts to analyze potential merger candidates, we intend to consider the following factors:

	·	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 contemplated segment as well as within the industry as a whole;
	·	Strength and diversity of management, and the accessibility of required management expertise, personnel, services, professional assistance and other required items;
	·	Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt, through joint ventures or similar arrangements or from other sources;
	·	The extent to which the business opportunity can be advanced in our contemplated marketplace; and
	·	Other relevant factors

In 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.

We are unable to predict when we will, if ever, identify and implement a business plan. We anticipate that a proposed merger candidate would be made available to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.

We expect that our due diligence will encompass, among other things, 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 the issuance of our common stock in lieu of cash payments for services or expenses related to any analysis.

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.

We anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys, consultants, and others. Costs may be incurred in the investigation process, which may not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in a loss to the Company of the related costs incurred.

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.

Competition

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.

Effect of Existing or Probable Governmental Regulations on the Business

We are subject 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 also be subject to Section 14(a) of the Exchange Act, which requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders at a special or annual meeting thereof or pursuant to a written consent require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14A. Preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are provided to our stockholders.

Employees

As of December 31, 2025, we had one officer and director. We anticipate that we will begin to fill out our management team as and when we raise capital to begin implementing our business plan. In the interim, we will utilize independent consultants to assist with accounting and administrative matters. We currently have no employment agreements and believe our consulting relationships are satisfactory. We plan to continue to hire independent consultants from time to time on an as-needed basis.

ITEM 1A. RISK FACTORS

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.

An investment in our common stock involves a high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information contained or referred to in this report, before making an investment decision with respect to our common stock. If any of the following events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected. In that event, the market price of our common stock could decline, and you could lose all or part of your investment.

Risks Relating to our Business

We have incurred operating losses, and have no current source of revenue

We do not expect to generate revenues until we further our business model. We can provide no assurance that we will produce any material revenues for our stockholders, or that our contemplated business will operate on a profitable basis. We have generated no revenue for the last two fiscal years that are reported in this statement.

We will, likely, sustain operating expenses without corresponding revenues, at least until we complete acquisitions and have operational success. This may result in our incurring a net operating loss that will increase until we generate revenue. We cannot assure you that any such business will be profitable at the time.

Our capital resources may not be sufficient to meet our capital requirements, and in the absence of additional resources we may have to curtail or cease business operations

We have historically generated negative cash flow and losses from operations and could experience negative cash flow and losses from operations in the future. Our independent auditors have included an explanatory paragraph in their report on our financial statements for the fiscal years ended December 31, 2025, and 2024 expressing doubt regarding our ability to continue as a going concern. We currently only have a minimal amount of cash available, which will not be sufficient to fund our anticipated future operating needs. The Company will need to raise substantial sums to implement its business plan. There can be no assurance that the Company will be successful in raising funds. To the extent that the Company is unable to raise funds, we will be required to reduce our planned operations or cease any operations.

Our future success is highly dependent on the ability of management to locate and attract suitable business opportunities and our stockholders will not know what business we will enter into until we consummate a transaction with the approval of our then existing directors and officers

At this time, we have a small operation focused on identifying a viable business acquisition targets and continued implementation of our business model is highly speculative, there is a consequent risk of loss of an investment in the Company. The success of our operations will depend to a great extent on the operations, financial condition and management of future business and internal development. While management intends to seek businesses opportunities with entities having established operating histories in additional to our marketing efforts, we cannot provide any assurance that we will be successful in locating opportunities meeting that criterion. The success of our operations will be dependent upon management, its financial position and numerous other factors beyond our control.

We will incur increased costs as a result of being a reporting company, and given our limited capital resources, such additional costs may have an adverse impact on our profitability.

The Company is currently a small business and has limited revenue. However, the rules and regulations under the Exchange Act require a public company to provide periodic reports with interactive data files which will require the Company to engage legal, accounting and auditing services, and XBRL and EDGAR service providers. The engagement of such services can be costly, and the Company is likely to incur losses, which may adversely affect the Company’s ability to continue as a going concern. In addition, the Sarbanes-Oxley Act of 2002, as well as a variety of related rules implemented by the SEC, have required changes in corporate governance practices and generally increased the disclosure requirements of public companies. For example, as a result of becoming a reporting company, we will be required to file periodic and current reports and other information with the SEC and we must adopt policies regarding disclosure controls and procedures and regularly evaluate those controls and process.

The additional costs will continue to stretch our limited capital resources. The expenses incurred for filing periodic reports and implementing disclosure controls and procedures may be as high as $50,000 USD annually. In other words, due to our limited resources, we may have to allocate resources away from other productive uses in order to pay any expenses we incur in order to comply with our obligations as an SEC reporting company. Further, there is no guarantee that we will have sufficient resources to meet our reporting and filing obligations with the SEC as they come due.

The time and cost of associated with identifying and entering into an acquisition or merger with an attractive target company may be high and have an adverse impact on our ability to succeed.

The Company has been actively seeking target acquisitions and from time to time we may come across target merger companies. These companies may fail to comply with SEC reporting requirements may delay or preclude acquisitions. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise, suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

A Business merger may result in a change of control and a change of management.

In conjunction with a business acquisition, it is anticipated that we may issue an amount of our authorized but unissued common or preferred stock which represents the majority of the voting power and equity of our capital stock, which would result in stockholders of a target company obtaining a controlling interest in us. As a condition of the business combination agreement, our current stockholders may agree to sell or transfer all or a portion of our common stock as to provide the target company with all or majority control. The resulting change in control may result in removal of our present officers and directors and a corresponding reduction in or elimination of their participation in any future affairs.

We depend on our officers and the loss of their services would have an adverse effect on our business

We have only one officer and director of the Company. The identification of qualified personnel and board members are critical to our chances for business success. We are dependent on the services of our chief executive officer and chief financial to operate our business and the loss of these persons would have an adverse impact on our future operations until such time as they could be replaced. We do not have employment contracts or employment agreements with our officers, and we do not carry key man life insurance on our officers.

Risks Related to our Stock

There is presently a limited public market for our securities

Our common stock trades on an unsolicited basis only on the OTC Markets, and an active market may never develop. Future sales of our common stock by existing stockholders pursuant to an effective registration statement or upon the availability of Rule 144 could adversely affect the market price of our common stock. A shareholder who decides to sell some, or all, of their shares in a private transaction may be unable to locate persons who are willing to purchase the shares, given the restrictions. Also, because of the various risk factors described above, the price of the publicly traded common stock may be highly volatile and not provide the true market price of our common stock.

Our stock is not eligible for proprietary broker-dealer quotations. All quotes in our stock reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling our stock as a result. In order to trade, an initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making for our stock on OTC Markets.

Our officers, directors and principal stockholders own a large percentage of our stock and other stockholders have little or no ability to elect directors or influence corporate matters

As of December 31, 2025, our officers, directors, and principal stockholders were deemed to be the beneficial owners of approximately 2.93% of our issued and outstanding shares of common stock and 100% of the Convertible Series D Preferred Stock.

Our majority stockholder is Chiching Hung, our director, who holds 250,000,000 shares of common stock and 1 (100%) share of the Convertible Series D Preferred Stock. The aggregate outstanding Convertible Series D Preferred Stock is convertible into approximately 1,000 shares of common stock and has voting privileges equal to 20 times the sum of (i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, and (ii) the total number of shares of any class of Preferred stock which are issued and outstanding at the time of voting, and (iii) divided by the total number of Series D Stock which are outstanding at the time of voting. These shares have not been converted to common stock and provide Ms. Hung with voting control of the Company.

As a result, Ms. Hung as the holder of the Convertible Series D Preferred Stock, via voting rights, can determine the outcome of any actions taken by us that require stockholder approval. For example, they will be able to elect all our directors, control the policies and practices of the Company and control the outcome of any proposed business combination.

We may issue more shares in an acquisition or merger, which will result in substantial dilution

Our Articles of Incorporation, as amended, authorize the Company to issue an aggregate of 20,000,000,000 shares of common stock of which 8,524,529,727 shares are currently outstanding and 10,000,000 shares of Preferred Stock are authorized, of which 1,000,000 shares are designated as Convertible Series C Preferred Stock (0 shares outstanding) and 1,000,000 are designated as Convertible Series D Preferred Stock are authorized (1 share outstanding).

Any acquisition or merger effected by the Company may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. If our convertible preferred stockholders choose to convert their stocks to common stocks, the stocks they receive are newly issued. This increases the total number of common shares. Because the number of common shares increases while the value of the company remains the same, the value of existing shares goes down. In other words, the new common shares dilute the value of all the common shares, which drives down the share price, give current shareholders fewer voting rights and less ownership of the company.

Moreover, shares of our common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. In an acquisition type transaction, our Board of Directors has the power to issue any, or all, of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected.

We do not anticipate paying any cash dividends on our capital stock in the foreseeable future.

We have never declared or paid cash dividends on our capital stock. We currently intend to continue to retain all of our future net earnings, if any, to finance the growth and development of our business, and we do not anticipate paying any cash dividends on our capital stock in the foreseeable future. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

Risks Related to Doing Business in China

Presently, our operations are limited, however, we have officers and directors in China and/or Hong Kong and we may pursue acquisition targets who operate in China or Hong Kong. As a result, the 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.

Because all of the Company’s current limited operations are in China, the Company’s business is subject to the complex and rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion over the conduct of the Company’s business and may intervene in or influence the Company’s operations at any time, which could result in a material change in the Company’s operations and/or the value of the common stock.

As a business operating in China, the Company is subject to the laws and regulations of the PRC, which can be complex and evolve rapidly. The PRC government has the power to exercise significant oversight and discretion over the conduct of the Company’s business, and the regulations to which we are subject may change rapidly and with little notice to us or the Company’s shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

	·	Delay or impede the Company’s development,
	·	Require significant management time and attention, and
	·	Subject the Company to remedies, administrative penalties and even criminal liabilities that may harm the Company’s business, including fines assessed for the Company’s current or historical operations, or demands or orders that the Company modify or even cease its business practices.

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our products, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of the common stock.

Changes in Chinese political policies and economic and social policies or conditions may materially and adversely affect our business, results of operations and financial condition and may result in our inability to sustain our growth and expansion strategies.

If we continue to operate primarily from China and acquire assets and perform operations located in China our business, results of operations, financial condition and prospects may be influenced to a significant degree by political, economic and social conditions in China generally, by continued economic growth in China as a whole, and by geopolitical stability in the region.

The Chinese economy, markets and levels of consumer spending are influenced by many factors beyond our control, including current and future economic conditions, political uncertainty, unemployment rates, inflation, fluctuations in the level of disposable income, taxation, foreign exchange administration, and changes in interest and currency exchange rates. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, foreign exchange administration and fiscal measures and allocation of resources. Although the Chinese government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the restructuring of state assets and state-owned enterprises, and the establishment of improved corporate governance in business enterprises, a significant portion of productive assets in China is still owned or controlled by the Chinese government. The Chinese government also exercises control or influence over Chinese economic growth through allocating resources, administrating payment of foreign currency-denominated obligations, setting monetary and fiscal policies, regulating financial services and institutions and providing differentiated treatment to particular industries or companies.

While the Chinese economy has experienced significant growth in recent decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy but may also have a negative effect on us. Our results of operations and financial condition could be materially and adversely affected by government administration on capital investments or changes in tax regulations that are applicable to us. In recent years, Chinese economic growth has slowed and any prolonged slowdown in the Chinese economy may reduce the demand for our products and adversely affect our business, results of operations and financial condition.

The interpretation and enforcement of Chinese laws, rules and regulations may change from time to time, which could have a material adverse effect on us.

If substantially all of our operations continue to be conducted in China, we will continue to be governed by Chinese laws, rules and regulations. Our future target subsidiaries, although not yet acquired, may be subject to laws, rules and regulations applicable to foreign investment in China. The Chinese legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which legal cases may be cited for reference but have limited value as precedents. In the late 1970s, the Chinese government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in China. However, since these laws and regulations are relatively new and the Chinese legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are subject to changes from time to time.

From time to time, we may have to resort to administrative and court proceedings to interpret and/or enforce our legal rights. However, since Chinese administrative and court authorities have discretion within their scope of authority in interpreting and implementing statutory and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings, and the level of legal protection we enjoy. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue our operations. Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

Changes in political, business, economic and trade relations between the United States and China may have a material adverse impact on our business, results of operations and financial condition.

We cannot predict the possible changes in the economic, regulatory, social and political environment in the United States and China, nor can we predict their potential impact on political, economic and trade relations between the United States and China and on our business.

The United States and China have imposed new or higher tariffs on goods imported from each other, including tariff increases announced by both countries in 2025. If the United States or China continues imposing such tariffs, or if additional tariffs or trade restrictions are implemented by the United States or by China, the resulting trade barriers could have a significant adverse impact on our business. The adoption and expansion of trade restrictions and tariffs, quotas and embargoes, sanctions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies, has the potential to adversely impact costs, our suppliers and the world economy in general, which in turn could have a material adverse effect on our business, results of operations and financial condition.

During President Trump’s first term in office, he signed executive orders banning transactions by any person, or with respect to any property, subject to the jurisdiction of the United States with respect to WeChat, and with persons that develop or control the following Chinese-connected software applications: Alipay, CamScanner, QQ Wallet, SHAREit, Tencent QQ, VMate, WeChat Pay, and WPS Office, some of which are critical to the operation of our business. These executive orders were revoked on June 9, 2021, by former President Biden, who then signed an executive order directing the Department of Commerce to launch a national security review of apps with links to foreign adversaries (which is defined to include China) and issue recommendations for regulatory and legislative action to address the associated risks. As a result, the implementation of this executive order could adversely affect our business in a material way.

Additionally, China has enacted laws and regulations to respond to foreign sanctions and exterritorial measures, including the Anti-Foreign Sanctions Law dated June 10, 2021. At this time, we do not know the extent to which our operations will be impacted by these laws and regulations.

We cannot foresee whether and how developments in similar policy actions or any other policy actions taken by the U.S. or Chinese government will impact our business and financial performance. In addition, changes in political, business, economic and trade relations between the U.S. and China, including the potential for heightened tensions under the current U.S. administration, may trigger negative customer sentiment and result in less consumer spending in general, potentially resulting in a negative impact on our business, results of operations and financial condition.

Furthermore, the risks and uncertainties associated with U.S.-China political, business, economic and trade relations may negatively impact investor sentiment towards China-based companies listed in the U.S., which could in turn adversely affect the demand, price and trading volume of our shares.

Fluctuation in the value of RMB may result in foreign currency exchange losses.

The conversion of the Renminbi (“RMB”) into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China (“PBOC”). Historically, the exchange rate between RMB and the U.S. dollar has showed higher volatility in certain years while staying within a narrow range in other years. The value of RMB against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. It is difficult to predict how market forces or Chinese or U.S. government policy may impact the exchange rate between RMB and the U.S. dollar in the future.

We anticipate that our revenues and costs will be denominated in RMB. As a United States holding company, we may rely on dividends and other fees paid to us by our subsidiaries in China. Any significant revaluation of RMB may materially affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our common stock in U.S. dollars. For example, an appreciation of RMB against the U.S. dollar would make any new RMB-denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into RMB for such purposes. Conversely, a significant depreciation of RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of our common stock. If we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends and share repurchases of our common stock, strategic acquisitions or investments or other business purposes, the appreciation of the U.S. dollar against RMB would have a negative effect on U.S. dollar amounts available to us.

Hedging options available in China may not fully reduce our exposure to exchange rate fluctuations. In addition, our currency exchange loss may be magnified by Chinese exchange administration regulations that restrict our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates and regulations on exchange may have a material adverse effect on your investment.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against the Company or its management based on foreign laws.

The Company may conduct substantially all of its operations in China upon acquisition of proposed targets. As a result, substantially all of the Company’s assets may be located in China. The Company’s officer resides within China and is PRC nationals, and sole director is a resident and national of Hong Kong. As a result, it may be difficult for you to effect service of process upon the Company or those persons inside the PRC. In addition, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with many other countries and regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of the Company’s operations in China.

Any disclosure of documents or information located in China by foreign agencies may be subject to jurisdiction constraints and must comply with China’s state secrecy laws, which broadly define the scope of “state secrets” to include matters involving economic interests and technologies. There is no guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect the Company’s operations in China will be honored by the Company, by entities who provide services to the Company or with whom the Company associates, without violating PRC legal requirements, especially as those entities are located in China. Furthermore, under the current PRC laws, an on-site inspection of the Company’s facilities in China by any of these regulators may be limited or prohibited.

Certain PRC regulations may make it more difficult for the Company to pursue growth through acquisitions.

Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (“M&A Rules”) and Anti-Monopoly Law of the People’s Republic of China promulgated by the Standing Committee of the NPC which became effective in 2008 and latest revised in 2022 (“Anti-Monopoly Law”), established additional procedures and requirements that could make merger and acquisition activities by non-Chinese investors more time-consuming and complex. Such regulation requires, among other things, that State Administration for Market Regulation (SAMR) be notified in advance of any change-of-control transaction in which a non-Chinese investor acquires control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the Provisions of the State Council on the Standard for Declaration of Concentration of Business Operators, issued by the State Council in 2008, are triggered. Moreover, the Anti-Monopoly Law of China requires that transactions which involve the national security, the examination on the national security shall also be conducted according to the relevant provisions. In addition, PRC Measures for the Security Review of Foreign Investment which became effective in January 2021 require acquisitions by non-Chinese investors of PRC companies engaged in military-related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. The Company may pursue potential strategic acquisitions that are complementary to the Company’s business and operations.

Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the MOFCOM, may delay or inhibit the Company’s ability to complete such transactions, which could affect the Company’s ability to expand the Company’s business or maintain the Company’s market share.

If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation, or SAT, issued a circular, known as SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular applies only to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China, and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

We believe that our company is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that our company is a PRC resident enterprise for enterprise income tax purposes, we would be subject to PRC enterprise income on the Company’s worldwide income at the rate of 25%. Furthermore, we would be required to withhold a 10% tax from dividends we pay to our shareholders that are non-PRC-resident enterprises. In addition, non-PRC-resident enterprise shareholders (including the common stockholders) may be subject to PRC tax on gains realized on the sale or other disposition of the common stock, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including the common stockholders) and any gain realized on the transfer of the common stock by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the common stock.

Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in China.

Political events, international trade disputes, and other business interruptions could harm or disrupt international commerce and the global economy, and could have a material adverse effect on us, our customers, material vendors, and other partners. International trade disputes could result in tariffs and other protectionist measures which may materially and adversely affect our business.

There have also been concerns about the relationship between the PRC and other countries, including the surrounding Asian countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and the PRC with respect to trade policies, treaties, government regulations and tariffs. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China.

Political uncertainty surrounding international trade disputes and the potential of the escalation to trade war and global recession could have a negative effect on customer confidence. We may have also access to fewer business opportunities, and our operations may be negatively impacted as a result. In addition, the current and future actions or escalations by either the United States or the PRC that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take.

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 1C. CYBERSECURITY

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

The 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.

As of the date 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.

ITEM 2. PROPERTIES

The Company does not own any real estate or other properties and has not entered into any long-term lease or rental agreements for property.

ITEM 3. LEGAL PROCEEDINGS

There 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.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

(a)

Market Information.

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.

The 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.

	Price Range
Period	High		Low
Year ended December 31, 2025:
First Quarter	$	468	$	40
Second Quarter	$	400	$	110
Third Quarter	$	110	$	10
Fourth Quarter	$	790	$	20
Year Ended December 31, 2024:
First Quarter	$	468	$	40
Second Quarter	$	400	$	110
Third Quarter	$	110	$	10
Fourth Quarter	$	790	$	20

As of April 15, 2026, the closing price of our common stock as reported on the OTC market “Pink Sheets” was $200 per share.

(b)

Holders.

As of April 15, 2026, there are approximately 116 holders of an aggregate of 40,004,385 shares of our Common Stock issued and outstanding.

(c)

Dividends.

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the president intention of management to utilize all available funds for the development of the Registrant’s business.

(d)

Securities authorized for issuance under equity compensation plans.

None.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our 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 conjunction 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, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Business Overview

Our business plan includes mergers and acquisitions of operating companies. We are tentatively looking for capital or different target companies in same industry for acquisition for our business plan. Our business is not yet operational.

Recent Developments

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.

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.

On November 4, 2020, a change in control of the Company occurred when World Capital Holding, Ltd. entered into a Stock Purchase Agreement with Small Cap Compliance, LLC. Pursuant to the agreement, World Capital Holding, Ltd. acquired 1,500,000 shares of Series A Convertible Preferred Stock, representing the controlling block of the Company’s voting securities, along with 200,000,000 shares of restricted Common Stock, for a total purchase price of $80,000.

Going Concern

Our auditor has indicated in their reports on our financial statements for the fiscal years ended December 31, 2025, that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. A “going concern” opinion could impair our ability to finance our operations through the sale of debt or equity securities.

Results of Operations - Years ended December 31, 2025 and 2024

Revenue

We had no revenues from operations for the years ended December 31, 2025 and 2024.

General and Administrative Expense

General and Administrative Expenses were $52,013 for the year ended December 31, 2025 compared to $58,459 for the year ended December 31, 2024, an decrease of $6,446. The decrease resulted from expenses incurred as a SEC reporting company. Professional fess such as auditor fees of $20,000, consulting fees of $12,000 and other professional fees of $13,776 for the years ended December 31, 2025 decreased compared to the same period in 2024.

Net Loss

We had a net loss of $52,013 for the year ended December 31, 2025 compared to $58,459 for the year ended December 31, 2024.

Liquidity and Capital Resources- At December 31, 2025 and 2024

Cash Used in Operating Activities

For the years ended December 31, 2025 and 2024, the Company had cash used in operating activities in the amount of $49,723 and $48,708, 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. 2024.

Cash Used in Investing Activities

For the years ended December 31, 2025 and 2024, the Company did not have any investing activities.

Cash Provided by Financing Activities

For the years ended December 31, 2025 and 2024, the Company realized cash provided by financing activities in the amount of $49,723 and $48,708, respectively, which consisted of advances from our officer and director for working capital purposes.

As of December 31, 2025 and 2024, we had no cash balances.

Our 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.

The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue 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.

We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.

Off Balance Sheet Arrangements

There are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and 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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The full text of the Company’s financial statements for the years ended December 31, 2025 and 2024, begins on page F-1 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

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

ITEM 9A. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company 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 allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level.

b) Management’s Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, or persons performing similar functions, and effected by our board of directors, management and other personnel, 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 (GAAP). Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of our company are being made only in accordance with authorization of management and directors of our company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting at December 31, 2025. 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, 2025, our internal control over financial reporting was not effective.

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, 2025 and communicated the matters to our management.

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 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 can result in the Company’s determination to its financial statements for the future years.

We are committed to improving our financial organization. As part of this commitment, we intend to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

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

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.

c) Changes in Internal Control over Financial Reporting

During the year ended December 31, 2025, there were no other changes in our internal controls over financial reporting, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that materially affected, or is reasonably likely to have a material effect on our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

During the quarter ended December 31, 2025, no director or officer adopted or terminated any 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 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and director are as follows:

Name	Age	Position
ZhiHong Wang	61	Chairman
Yan Ping Sheng	62	CEO, President, Secretary, Treasurer, Director

Mr. ZhiHong Wang

Mr. Wang began his entrepreneurial journey in 1990 and is currently the Chairman of the Board of Cluster Group Holdings Limited Co., a U.S.-listed company. He also serves as Chairman of Shaanxi Cluster IOT Service Management Co.,Ltd.., and Chairman of Shenzhen Cluster Yijia Equity Investment Fund Management Co.,Ltd. He has received many honors, including “Senior Expert of China E-commerce Expert Database” and “Outstanding Chinese Private Entrepreneur”. He is a senior management expert with both theoretical knowledge and practical experience. Throughout his career, he has accumulated extensive hands-on market experience. He independently developed the theory of “Clustered Consumption,” which fundamentally reveals the real conditions for realizing the capitalization of consumption and overturns the traditional notion of the inherent conflict between production and consumption. He promotes a corporate mission of “doing something for the people, for society, and for the nation,” and innovatively introduced the concept of now “buyers and sellers are one.” In 2009, he was interviewed by CCTV’s Dialogue with Chinese Brands,” where he showcased the Cluster E-Jia business model and its services to the public, highlighting the company’s brand value. Based on the theory of “Cluster Consumption Power,” the group created consumer clusters and supply chain enterprise clusters, linking them organically through a smart lifestyle service platform.

Mr. Yan Ping Sheng

Mr. Yan Ping Sheng graduated from Tsinghua University with the credentials of EMBA and a degree in Risk Management. His employment is as follows:

	·	2013 to present, prepared for the registration of World Financial Holding Group (HK) and he has served as CEO
	·	2014 to present, participated in the merger and acquisition of Baying Ecological Holding Group Inc (ticker symbol: BYIN)
	·	2017 to present, participated in the merger and acquisition of Dong Fang Hui Le Inc. (ticker symbol: DFHL)
	·	2018 to present, CEO of World Financial Holding Group (USA)
	·	2018 to present, CEO of Shanghai Capital Holding Co., Ltd
	·	2018 to present, the director of World Capital Holding Ltd (BVI)
	·	2018 to present, CEO and CFO of the Company
	·	2018 to present, CEO of Shanghai Qifan Enterprise Management Co., Ltd.

While serving as an officer of these companies, Mr. Sheng formulated medium and long-term development strategies and corporate development goals. His experience includes presiding over board meetings, reviewing financial reports, external relations, and assessment and monitoring of senior personnel.

Mr. Sheng is involved with several companies. There is potential conflict when managing multiple companies:

	·	Finding a suitable merger candidate or developing a business;
	·	Continuing to fund these companies by paying transfer agent fees, audit and 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;

Director Independence

Our 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.

Involvement in Legal Proceedings

To our knowledge, there have been no material legal proceedings during the 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 Conflicts of Interest

We 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 Trading Policies and Procedures

As of the date of this report, the Company has not adopted insider trading policies and procedures applicable to its directors, officers, or employees.

The Company is currently in the development stage, with limited operations and no employees other than its officers and directors. Given this structure and absence of active trading by insiders, the Board of Directors has determined that a formal insider trading policy is not currently necessary.

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

ITEM 11. EXECUTIVE COMPENSATION

For each of the years ended December 31, 2025, and 2024 there was no direct compensation awarded to, earned by, or paid by us to any of our executive officers and directors.

Employment Contracts

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

Stock Awards Plan

The Company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.

The Company does not currently maintain any equity incentive plans and has no outstanding stock options or stock appreciation rights; therefore, the Company has not adopted policies or practices regarding the timing of option awards in relation to the disclosure of material nonpublic information.

Consequently, during the last completed fiscal year, we have not made any equity awards to any named executive officer or director, including during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K.

Furthermore, we do not time the public release of material nonpublic information based on award grant dates, nor do we time the disclosure of such information for the purpose of affecting the value of executive compensation.

Director Compensation

The Board of Directors of the Company has not adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. The Company may develop an incentive-based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

Board Committees

We have 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.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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, 2025.

Beneficial ownership 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 any time within 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, 2025 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.

	Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percentage Ownership of Shares of Common Stock (4)
World Capital Holding, Ltd. (1) 16th Floor, North Tower 528 Pudong South Road Shanghai, China 200120		4,000,200		9.999%

Cluster Zhimingde Holdings Co., Ltd. (2) Room 12707, Unit 1, Building 8, Haijing Xintiandi, No.96 Fengcheng 4Th Road, Jingkai District, Xi’An City, Shanxi Province		31,601,850		78.995%

HongMao IoT Co., Ltd. (3) Room 12707, Unit 1, Building 8, Haijing Xintiandi, No.96 Fengcheng 4Th Road, Jingkai District, Xi’An City, Shanxi Province, China		4,400,220		10.999%

	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 (5)
HongMao IoT Co., Ltd. (3) Room 12707, Unit 1, Building 8, Haijing Xintiandi, No.96 Fengcheng 4Th Road, Jingkai District, Xi’An City, Shanxi Province, China	1,5000,000 Preferred A Shares		100%

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

(2)	Wang, ZhiHong is a control person of Cluster Zhimingde Holdings Co., Ltd., and a director, officer of Cluster Zhimingde Holdings Co., Ltd

(3)	Wang, ZhiHong is a control person of HongMao IoT Co., Ltd., and a director, officer of HongMao IoT Co., Ltd.

(4)	Based on 40,004,385 shares of common stock issued and outstanding as of December 31, 2025.

(5)	Based on 1,500,000 shares of preferred stock issued and outstanding as of December 31, 2025.

Regulation S-K, Item 4, Section C require disclosure of promoters and certain control persons for registrants that are filing a registration statement on Form 10 under the Exchange Act and that had a promoter at any time during the past five fiscal years shall:

	(i)	State the names of the promoter(s), the nature and 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 the nature 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.

Small Cap Compliance, LLC or Rhonda Keaveney is considered a promoter(s) under the meaning of Securities Act Rule 405. Small Cap Compliance, LLC (“SCC”) is a shareholder in the Company and Rhonda Keaveney is the sole member of SCC. Ms. Keaveney was appointed custodian of the Company and under its duties stipulated by the Nevada court where she took initiative to organize the business of the issuer. As custodian, her duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the 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 paid outstanding bills to creditors on behalf of the company. The custodian has not, and will not, receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged accordingly.

Under Regulation S-K Item 404(c)(2) Registrants shall provide the disclosure required by paragraphs (c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired control of a registrant that is a shell company, or any person that is part of a group, consisting of two or more persons that agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant that is a shell company.

Mr. Yang, Kung-Fu is the control person for World Capital Holding, Ltd and is considered control person acquiring control of the Company. As discussed in Item 1, purchased 1,500,000,000 shares of the Company’s Preferred A Shares. These shares represent the controlling block of stock and were purchased from Small Cap Compliance, LLC for $80,000.

	·	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.

Transactions with Related Persons

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, 2025 and 2024.

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 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 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Auditors’ Fees

The following table represents fees billed for each of the years ended December 31, 2025 and 2024, for professional audit services rendered by our independent registered public accounting firm:

	December 31, 2025		December 31, 2024

Audit fees	$	20,000	$	27,500
Audit-related fees		–		–
Tax fees		–		–
All other fees		–		–
Total	$	20,000	$	27,500

	(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:

	·	Bookkeeping or other services related to the accounting records or financial statements
	·	Financial information systems design and implementation
	·	Appraisal or valuation services, fairness opinions or contribution-in-kind reports
	·	Actuarial services
	·	Internal audit outsourcing services
	·	Management functions
	·	Broker-dealer, investment adviser or investment banking services
	·	Legal services
	·	Expert services unrelated to the audit

Pre-Approval Policies and 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 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.

We do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBIT INDEX

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
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)

(1)

Previously filed as an exhibit to the Company’s Form 10 filed with SEC on August 27, 2024.

ITEM 16. 10-K SUMMARY

As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.

SIGNATURES

Pursuant to 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.

	CLUSTER GROUP HOLDINGS LIMITED CO.
	(Registrant)

Date: June 12, 2026	By:	/s/ Yan Ping Sheng
		Yan Ping Sheng
		Chief Executive Officer
		Chief Financial Officer

Index to Financial Statements


Report of Independent Registered Public Accounting Firm (PCAOB ID: 7116)	F-2

Balance Sheets as of December 31, 2025 and 2024	F-4

Statements of Operations for the years ended December 31, 2025 and 2024	F-5

Statements of Stockholders’ Deficit for the years ended December 31, 2025 and 2024	F-6

Statements of Cash Flows for the years ended December 31, 2025 and 2024	F-7

Notes to Financial Statements	F-8

F-1

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Cluster Group Holdings Limited Co f/k/a China Teletech Holding, Inc as of December 31, 2025 and 2024, 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, 2025 and 2024, 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.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

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.

Basis for Opinion

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.

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 financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

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.

Critical Audit 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: (1) relate to 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.

No matters identified in the audit were considered to be critical audit matters.

/S/ Beckles & Co

Beckles & Co. Inc. (PCAOB ID 7116)

We have served as the Company's auditor since 2024

West Palm Beach, FL

June 12, 2026

400 Columbia Drive, Suite 101

West Palm Beach, FL 33409

Ph.561 689-4093

Fax: 954 827-0968

F-2

CLUSTER GROUP HOLDINGS LIMITED CO.

FORMERLY CHINA TELETECH HOLDINGS INC.

BALANCE SHEETS


	December 31,			December 31,
	2025			2024

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

Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued expenses	$	19,047		$	16,757
Due to related party		42,346			72,623
Total Current Liabilities		61,393			89,380
Total Liabilities		61,393			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		(7,660,465	)		(7,608,452	)
Total Stockholders' Deficit		(61,393	)		(89,380	)
Total Liabilities and Stockholders' Deficit	$	–		$	–

See accompanying notes to audited financial statements

F-3

CLUSTER GROUP HOLDINGS LIMITED CO.

FORMERLY CHINA TELETECH HOLDINGS INC.

STATEMENTS OF OPERATIONS


	Years Ended
	December 31,			December 31,
	2025			2024
Revenues	$	–		$	–

Operating expenses
Professional fees		45,776			53,944
Other general & administrative expense		6,237			4,516
Total operating expenses		52,013			58,460
Loss from operations		(52,013	)		(58,460	)

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

Net loss before income tax		(52,013	)		(58,460	)
Income tax expense		–			–
Net loss	$	(52,013	)	$	(58,460	)

Earnings (Loss) per Share - Basic and Diluted	$	(0.002	)	$	(13.332	)
Weighted Average Shares Outstanding - Basic and Diluted		21,374,248			4,385

See accompanying notes to audited financial statements

F-4

CLUSTER GROUP HOLDINGS LIMITED CO.

FORMERLY CHINA TELETECH HOLDINGS INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Years Ended December 31, 2025 and 2024


	Convertible Preferred Stock				Common Stock
	Shares		Par Value, $0.001		Shares		Par Value, $0.0001		Additional paid-in capital		Accumulated loss			Total Stockholders' Deficit
Balance, December 31, 2023		1,500,000	$	1,500		4,385	$	–	$	7,517,572	$	(7,549,992	)	$	(30,920	)
Net loss		–		–		–		–		–		(58,460	)		(58,460	)
Balance, December 31, 2024		1,500,000	$	1,500		4,385	$	–	$	7,517,572	$	(7,608,452	)	$	(89,380	)


Balance, December 31, 2024		1,500,000	$	1,500		4,385	$	–	$	7,517,572	$	(7,608,452	)	$	(89,380	)
Shares issued for related party debt payable		–		–		40,000,000		4,000		76,000		–			80,000
Net loss		–		–		–		–		–		(52,013	)		(52,013	)
Balance, December 31, 2025		1,500,000	$	1,500		40,004,385	$	4,000	$	7,593,572	$	(7,660,465	)	$	(61,393	)

See accompanying notes to audited financial statements

F-5

CLUSTER GROUP HOLDINGS LIMITED CO.

FORMERLY CHINA TELETECH HOLDINGS INC.

STATEMENTS OF CASH FLOWS


	Years Ended
	December 31,			December 31,
	2025			2024
Cash Flows from Operating Activities
Net loss	$	(52,013	)	$	(58,460	)
Adjustment to reconcile Net loss from operations:
Depreciation & Amortization expense		–			–
Changes in operating assets and liabilities
Accounts payable and accrued expenses		2,290			9,752
Net Cash Used in Operating Activities		(49,723	)		(48,708	)

Cash Flows from Financing Activities
Proceeds from related party payables		49,723			48,708
Net Cash Provided by Financing Activities		49,723			48,708

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 audited financial statements

F-6

CLUSTER GROUP HOLDINGS LIMITED CO.

FORMERLY CHINA TELETECH HOLDINGS INC.

NOTES TO FINANCIAL STATEMENTS

As of and for the years ended December 31, 2025 and 2024

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.

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.

F-7

The significant estimations of the Company 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 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 December 31, 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.

F-8

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 years ended December 31, 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.

F-9

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 December 31, 2025 of $7,660,465 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 December 31, 2025 and 2024, the Company has 40,004,385 and 4,385 shares of common stock issued and outstanding, respectively.

	·	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.

F-10

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

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.

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 December 31, 2025 and 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 December 31, 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 December 31, 2025 and 2024 the Company has no unrecognized uncertain tax positions, including interest and penalties.

The reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate as follows:

Schedule of net deferred tax assets
	Years Ended
	December 31,					December 31,
	2025					2024
Statutory federal income tax benefit	$	(10,923	)	21.0%		$	(12,277	)	21.0%
Change in valuation allowance		10,923		(21.0%	)		12,277		(21.0%	)
Effective income tax	$	–		0.0%		$	–		0.0%

The Company did not pay any income taxes, net of refunds, at the federal, state, or foreign levels during the years ended December 31, 2025 and 2024.

F-11

NOTE 6 – RELATED PARTY TRANSACTIONS

Mr. Sheng Yan Ping, 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 $42,346 and $72,623 as of December 31, 2025 and 2024. During the years ended December 31, 2025 and 2024, expenses paid on behalf of the Company by Mr. Sheng totaled $49,723 and $48,708, respectively.

NOTE 7 – SEGMENT REPORTING

The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, and applied the amendments retrospectively to all prior periods presented.

The Company operates in a single operating and reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who reviews financial information for the purposes of allocating resources and assessing the financial performance of the Company’s activities.

The segment information, including significant segment expenses, regularly provided to the CODM as follows:


	Years Ended
	December 31,			December 31,
	2025			2024
Total segment revenues	$	–		$	–
Significant Segment Expenses:
Professional fees		45,776			53,944
Other general & administrative expense		6,237			4,516
Total segment operating loss	$	(52,013	)	$	(58,460	)

		December 31, 2025				December 31, 2024
Total segment assets		$	–			$	–

As the Company operates in a single reportable segment, the segment totals for revenues, expenses, profit (loss), and assets are identical to the corresponding consolidated amounts reported in the Company’s financial statements.

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events to the date the financial statements were available to be issued and identified that there is no item for disclosure.

F-12

Cluster Group Holdings Ltd Co 10-K