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Cluster Group Holdings Ltd Co

CIK: 13462871 Annual ReportsLatest: 2025-04-15

10-K / April 15, 2025

Company Summary: Cluster Group Holdings Limited Co.

Business Overview

  • Main Business Model: The company’s current business plan is focused on engaging in cluster consumption within the food industry. This involves activities related to food products, distribution channels, and operational management.
  • Operational Status: The company is not yet operational and has no significant ongoing business activities or revenues.
  • Current Operations: The company has no acquired or operating business segments at this time and has not generated any revenues or income from operations.

Corporate History & Development

  • Incorporation: Founded as Avalon Development Enterprises Inc. in Florida on March 29, 1999.
  • Name Changes & Mergers: Changed to Guangzhou Global Telecom, Inc. in 2007, then to China Teletech Holding Inc. in 2012, and finally rebranded as Cluster Group Holdings Limited Co. in January 2025.
  • Legal & Custodianship: Managed by a custodian appointed by a Florida court in 2020 due to lack of a functioning board and revoked charter. Custodian actions included paying liabilities, organizing shareholder meetings, and reinstating the company.
  • Change of Control: In November 2020, control was transferred to World Capital Holding, Ltd., which purchased the controlling block of stock (1,500,000 preferred shares and 2,000 common shares for $80,000).

Financial & Operational Details

  • Number of Employees: As of December 31, 2024, the company has only one officer and director; no other employees.
  • Revenue: The company has no revenues from operations for both fiscal years ending December 31, 2023 and 2024.
  • Expenses & Losses:
    • 2024: Operating expenses were $58,459, mainly professional fees related to SEC reporting.
    • Net loss for 2024 was $58,459.
    • 2023: Operating expenses were $10,658, with a net loss of $10,658.
  • Market & Shareholders:
    • Outstanding Shares: 4,399 shares of common stock issued and outstanding as of December 31, 2024.
    • Market Trading: The stock trades sporadically on the OTC Pink Sheets under the symbol CLUS.
    • Shareholders: Approximately 116 shareholders hold the total issued common shares, negligible in number.

Capital & Stock Structure

  • Authorized Shares: Up to 1.5 billion common shares and 5 million preferred shares.
  • Stock Splits & Changes: Implemented a 1-for-100,000 reverse split effective January 2025, significantly reducing outstanding shares.
  • Preferred Stock: 1,500,000 Series A preferred shares issued, convertible into 1,500,000,000 common shares, representing control block.

Key Challenges & Status

  • Financial Condition: The company is in a "pre-operational" stage with zero revenues, recurring losses, and minimal assets.
  • Going Concern: Auditors have expressed doubt about continuing as a going concern owing to ongoing losses and no revenue.
  • Future Plans: Aiming to acquire a business in the food industry but currently has no signed agreements or operational activities related to this goal.
  • Employees: Only one officer/director, with outsourcing of certain administrative and accounting functions until further funding is secured.