Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following management's discussion and analysis ("MD&A") should be read in conjunction with financial statements of Cluster Group Holdings Limited Co. for the three and three months ended March 31, 2026 and 2025, and the notes thereto.

Safe Harbor for Forward-Looking Statements

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

Overview

Cluster Group Holdings Limited Co. formerly China Teletech Holding Inc. (OTC "CLUS") was incorporated as Avalon Development Enterprises Inc. on March 29, 1999, under the laws of the State of Florida. We amended our Articles of Incorporation on December 5, 2005, changing the par value of our stock and increasing the total authorized capital stock. At that time the Company engaged in the acquisition of one commercial property and expanded into building cleaning, maintenance services, and equipment leasing as supporting ancillary services. The Company went public via an SB-2 filing in 2006.

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

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

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

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

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

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

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

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

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

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

On June 30, 2014, the Company entered into a Cooperation Agreement with Shenzhen Jinke Energy Development Co., Ltd. ("SJD"). Pursuant to the Agreement, the Company purchased 51% of all the assets of SJD. The Company issued to 200 shares of the Company's common stock share in exchange for the 16% of all the assets of SJD, and upon completion of financing, purchased an additional 35% of the assets of SJD in consideration of approximately 437 shares of the Company.

On November 15, 2016, the Company, Liaoning Kuncheng Education Investment Co. Ltd. and Kunyuan Yang, the 94.9% shareholder of Kuncheng entered into a Share Exchange Agreement pursuant to which China Teletech Holding, Inc. would acquire 51% of the issued and outstanding equity securities of Kuncheng. On December 17, 2017, the parties executed a Recission Agreement to rescind the Share Exchange Agreement.

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

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

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

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

SCC was a shareholder in the Company and applied to the Court for an Order appointing SCC as the Custodian. This application was for the purpose of reinstating CNCT's corporate charter to do business and restoring value to the Company for the benefit of the stockholders.

SCC performed the following actions in its capacity as custodian:

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

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

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

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

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

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

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

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

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

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

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

(b) Business of Issuer

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

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

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

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

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

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

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

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

Results of Operations

Introduction

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

The following table provides selected balance sheet data for our Company:

		March 31, 2026				December 31, 2025
Balance Sheet Data
Cash		$	-			$	-
Total Assets			-				-
Total Liabilities			67,791				61,393
Total Stockholders' Deficit		$	(67,791	)		$	(61,393	)

The following table sets forth key components of our results of operations for the three months ended March 31, 2026 and 2025.

		Three Months Ended
		March 31,
		2026				2025				$ Changed				% Changed
Revenues, net		$	-			$	-				-				-
Cost of sales			-				-				-				-
Gross Margin			-				-				-				-
Gross Margin %			-				-				-				-
Operating expenses:
Selling, general and administrative			(6,398	)			(8,763	)			-				-
Total operating expenses			(6,398	)			(8,763	)			-				-
Total other (expenses) income			-				-				-				-
Income tax expenses (benefits)			-				-				-				-
Net income (loss)		$	(6,398	)		$	(8,763	)			-				-

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

Three months ended March 31, 2026 and 2025

Revenue

For the three and three months ended March 31, 2026 and 2025, the Company had not generated any revenues.

Operating Expenses

Operating expenses for the three months ended March 31, 2026 were $6,398 compared to $8,763 for the three months ended March 31, 2025.

Operating expenses decreased due to additional professional fees and other general and administrative fees incurred for Registration filing to become a reporting company for the three months ended March 31, 2025.

Other Income and Expenses

For the three months ended March 31, 2026 and 2025, the Company did not have any other income or expenses.

Net Income (Loss)

For the three months ended March 31, 2026, the Company had a net loss of $6,398 compared to the three months period ended March 31, 2025 of a net loss of 8,763.

Liquidity and Capital Resources

As of March 31, 2026, we had no cash and had a working capital deficit of $67,791.

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

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

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

The Company's related party will continue to advance the necessary capital to pay the expenses of the Company and there are no formal financing agreements in place. The outstanding amount due to related parties was $42,422 and $42,346 as of March 31, 2026 and December 31, 2025.

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

Operating Activities

Net cash used in operating activities were $76 for the three months ended March 31, 2026 and $18,463 for the same period ended 2024. The change resulted from net loss of $6,398 for the three months ended March 31, 2026 with accounts payable and accrued expenses increased by $6,322 from $19,047 at December 31, 2025 to $25,369 at March 31, 2026 The increase in accounts payable and accrued expenses is related to other professional fee and administration expenses incurred and payable during the period.

Investing Activities

No investing activities occurred during the three months ended March 31, 2026 and 2025.

Financing Activities

Net cash provided by financing activities were $76 for the three months ended March 31, 2026 and $18,463 for the same period ended in 2025. The Company received net advances of $76 and $18,463 from related party for working capital purposes for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, the Company did not issue common stock for cash.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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