CLUSTER GROUP HOLDINGS LIMITED CO. FORM 10-K

 false 2024 FY 0001346287

 2024-06-30

 2024-10-01

 us-gaap: SubsequentEventMember

 2025-01-27
 2025-01-28

 2020-01-01
 2020-12-31

 us-gaap: ConvertiblePreferredStockMember

 2020-01-01
 2020-12-31

 CLUS:ShengYanPingMember

 CLUS:ShengYanPingMember

 CLUS:ShengYanPingMember

 CLUS:ShengYanPingMember

 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, 2024

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

 For the transition period from ___________ to _____________

 Commission file number: 000-56680

 (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)

 CHINA TELETECH HOLDING INC.

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

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

 ANNUAL REPORT ON FORM 10-K

 Page

 CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

 Item 1.

 Description of Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis Of Financial Condition and Results of Operation

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions

 Item 14.

 Principal Accountant Fees and Services

 1 7

 Item 15.

 Exhibits; Financial Statement Schedules

 Item 16.

 10-K Summary

 SIGNATURES

 i

 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.

 ii

 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, 2024, 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.

 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

 Cybersecurity Risk Management, Strategy, and Governance

 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.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 (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, 2024

 First Quarter

 $

 $

 Second Quarter

 $

 $

 Third Quarter

 $

 $

 Fourth Quarter

 $

 $

 Year Ended December 31, 2023:

 First Quarter

 $

 $

 Second Quarter

 $

 $

 Third Quarter

 $

 $

 Fourth Quarter

 $

 $

 As of April 14, 2025, the closing price of our common
stock as reported on the OTC market "Pink Sheets" was $200 per share.

 (b)

 Holders.

 As of April 14, 2025, there are approximately 116
holders of an aggregate of 4,399 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. RESERVED

 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 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.

 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.

 Going Concern

 Our auditor has indicated in their reports on
our financial statements for the fiscal years ended December 31, 2024, 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, 2024 and 2023

 Revenue

 We had no revenues from operations for the years ended December 31,
2024 and 2023.

 General and Administrative Expense

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

 Net Loss

 We had a net loss of $58,459 for the year ended December 31, 2024 compared
to $10,658 for the year ended December 31, 2023.

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

 Cash Used in Operating Activities

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

 Cash Used in Investing Activities

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

 Cash Provided by Financing Activities

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

 As of December 31, 2024 and 2023, 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, 2024 and 2023, 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, 2024, 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, 2024.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined
that, as of December 31, 2024, our internal control over financial reporting was not effective.

 Our internal controls are not effective for the
following reasons: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board
of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2)
inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls
over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's
Chief Financial Officer in connection with the review of our financial statements as of December 31, 2024 and communicated the matters
to our management.

 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, 2024, 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, 2024, 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.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

 Our executive officers and director are as follows:

 Name

 Age

 Position

 Yan Ping Sheng

 CEO, President, Secretary, Treasurer, Director

 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, 2024,
and 2023 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.

 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, 2024.

 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,
2024 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other
person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

 Amount and Nature of Beneficial Ownership

 Name and Address of Beneficial Owner

 Number of
 Shares
 Beneficially
 Owned

 Percentage
 Ownership of
 Shares of
 Common Stock (2)

 World Capital Holding, Ltd. (1)
16th Floor, North Tower
528 Pudong South Road
Shanghai, China 200120

 2,000

 45.465%

 Amount and Nature of Beneficial Ownership

 Name and Address of Beneficial Owner (1)

 Number of
 Shares
 Beneficially
 Owned

 Percentage
 Ownership of
 Shares of
 Preferred Stock (3)

 World Capital Holding, Ltd. (1)
16th Floor, North Tower
528 Pudong South Road
Shanghai, China 200120

 1,5000,000

Preferred A Shares

 100%

 (1)

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

 (2)

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

 (3)

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

 ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

 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.

 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, 2024 and 2023.

 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, 2024 and 2023, for professional audit services rendered by our independent registered public accounting
firm:

 2024

 2023

 Audit fees

 $
 27,500

 $
 10,000

 Audit-related fees

 Tax fees

 All other fees

 Total

 $
 27,500

 $
 10,000

 (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.

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 (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.

 (Registrant)

 Date: April 15, 2025

 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)

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations for the years ended December 31, 2024 and 2023

 Statements of Stockholders Deficit for the years ended December 31, 2024 and 2023

 Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to Financial Statements

 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, 2024 and 2023, the related statements of operations,
stockholders' (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States.

 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.

 400 Columbia Drive, Suite 101

 West Palm Beach, FL 33409

 Ph. 561 689-4093

 Fax: 954 827-0968

 F- 2

 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 whole 10, 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

 April 15, 2025

 F- 3

 FORMERLY CHINA TELETECH HOLDING, INC.

 BALANCE
SHEETS

 2024

 2023

 Assets

 Current Assets

 Cash

 $
 –

 $
 –

 Total Current Assets

 –

 –

 Total Assets

 $
 –

 $
 –

 Liabilities and Stockholders' Deficit

 Current Liabilities

 Accounts payable and accrued expenses

 $
 16,757

 $
 7,006

 Due to related party

 72,623

 23,915

 Total Current Liabilities

 89,380

 30,921

 Total Liabilities

 89,380

 30,921

 Commitment & contingencies

 –

 –

 Stockholders' Deficit

 Convertible Preferred Stock, $ 0.001 par value; 5,000,000 shares authorized, 1,500,000 and 1,500,000 shares issued and outstanding, respectively

 1,500

 1,500

 Common Stock, $ 0.0001 par value; 1,500,000,000 shares authorized, 4,399 and 4,399 shares issued and outstanding, respectively

 –

 –

 Additional paid-in capital

 Accumulated loss

 ( 7,608,452
)

 ( 7,549,993
)

 Total Stockholders' Deficit

 ( 89,380
)

 ( 30,921
)

 Total Liabilities and Stockholders' Deficit

 $
 –

 $
 –

 See accompanying notes to audited financial statements

 F- 4

 FORMERLY CHINA TELETECH HOLDING, INC.

 STATEMENTS
OF OPERATIONS

 For the Years Ended

 2024

 2023

 Revenues

 $
 –

 $
 –

 Operating expenses

 Professional fees

 53,944

 8,667

 Other general & administrative expense

 4,515

 1,991

 Total operating expenses

 58,459

 10,658

 Loss from operations

)

)

 Net loss before income tax

)

)

 Income tax expense

 –

 –

 Net loss

 $
)

 $
)

 Loss per Share - Basic and Diluted

 $
 ( 13.289
)

 $
 ( 2.423
)

 Weighted Average Shares Outstanding - Basic and Diluted

 4,399

 4,399

 See accompanying notes to audited financial statements

 F- 5

 FORMERLY CHINA TELETECH HOLDING, INC.

 STATEMENTS OF STOCKHOLDERS' DEFICIT

 For
the Years Ended December 31, 2024 and 2023

 Convertible Preferred Stock

 Common Stock

 Additional

 Total

 Shares

 Par Value, $0.001

 Shares

 Par Value, $0.0001

 paid-in capital

 Accumulated loss

 Stockholders'
 Deficit

 Balance, December 31, 2022

 1,500,000

 $
 1,500

 4,399

 $
 –

 $

 $
 ( 7,539,335
)

 $
 ( 20,263
)

 Net loss

 –

 –

 –

 –

 –

)

)

 Balance, December 31, 2023

 1,500,000

 $
 1,500

 4,399

 $
 –

 $

 $
 ( 7,549,993
)

 $
 ( 30,921
)

 Net loss

 –

 –

 –

 –

 –

)

)

 Balance, December 31, 2024

 1,500,000

 $
 1,500

 4,399

 $
 –

 $

 $
 ( 7,608,452
)

 $
 ( 89,380
)

 See
accompanying notes to audited financial statements

 F- 6

 FORMERLY CHINA TELETECH HOLDING, INC.

 STATEMENTS
OF CASH FLOWS

 For the Years Ended

 2024

 2023

 Cash Flows from Operating Activities

 Net loss

 $
)

 $
)

 Adjustment to reconcile Net loss from operations:

 Shares issued for services or compensation

 –

 –

 Depreciation & Amortization expense

 –

 –

 Changes in operating assets and liabilities

 Accounts payable and accrued expenses

 9,751

 1,833

 Net Cash Used in Operating Activities

 ( 48,708
)

 ( 5,158
)

 Cash Flows from Financing Activities

 Proceeds from (Repayment of) related party payables

 48,708

 5,158

 Net Cash Provided by Financing Activities

 48,708

 5,158

 Net Increase (Decrease) in Cash

 –

 –

 Cash at Beginning of Period

 –

 –

 Cash at End of Period

 $
 –

 $
 –

 Supplemental Cash Flow Information:

 Income Taxes Paid

 $
 –

 $
 –

 Interest Paid

 $
 –

 $
 –

 See accompanying notes to audited financial statements

 F- 7

 Formerly CHINA TELETECH HOLDINGS INC.

 NOTES TO FINANCIAL STATEMENTS

 As of and for the years ended December 31, 2024
and 2023

 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.

 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.

 F- 8

 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, 2024, the Company does no t 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- 9

 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, 2024 and 2023,
Preferred Stock Series A convertible into common stock were anti-dilutive and not included in the computation of diluted earnings per
share because of net loss incurred by the Company for periods ended.

 Cash Flows Reporting

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

 Recent accounting pronouncements

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

 F- 10

 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, 2024 of $ 7,608,452 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, 2024 and 2023, the Company
has 4,399 and 4,399 shares of common stock issued and outstanding, respectively.

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

 For all periods presented in these financial
statements and accompanying footnotes, share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split.
The Reverse Stock Split did not impact the Company's total stockholders' equity.

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

 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, 2024 and 2023, the Company
has 1,500,000 shares of convertible preferred stock Series A issued and outstanding.

 F- 11

 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, 2024, 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, 2024 and 2023 the Company has no unrecognized uncertain tax positions,
including interest and penalties.

 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 $ 72,623
and $ 23,915
as of December 31, 2024 and 2023. During the years ended December 31, 2024 and 2023, expenses paid on behalf of the Company by Mr.
Sheng totaled $ 48,708 and $ 5,158, respectively.

 NOTE 7 – SUBSEQUENT EVENTS

 The Company has evaluated subsequent events
to April 15, 2025, the date the financial statements were available to be issued and identified that the following item for
disclosure:

 On January 28, 2025, the Company effectuated a
reverse stock split of its issued and outstanding shares of common stock at a ratio of 1 for 100,000 (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.

 F- 12