CLUS Reports Zero Revenue, Mounting Losses Amid Reverse Stock Split

TL;DR

**CLUS is a cash-strapped shell company with no revenue, and its recent stock maneuvers are a red flag for any investor hoping for a quick turnaround.**

AI Summary

Cluster Group Holdings Ltd Co (CLUS) reported no revenue for the three and nine months ended September 30, 2025, consistent with the prior year. The company posted a net loss of $18,673 for the three months ended September 30, 2025, an increase from a net loss of $9,717 in the same period of 2024. For the nine months ended September 30, 2025, the net loss was $35,075, an improvement from a net loss of $41,414 in the prior year. Operating expenses for the nine months decreased to $35,075 in 2025 from $41,414 in 2024, primarily due to a reduction in professional fees from $37,750 to $29,660. A significant business change was the reverse stock split of 1 for 100,000 on January 28, 2025, and the issuance of 40,000,000 common shares for services or compensation, increasing common stock outstanding from 4,385 to 40,004,385 shares. The company has an accumulated deficit of $7,643,527 as of September 30, 2025, and zero cash, raising substantial doubt about its ability to continue as a going concern without generating revenue or securing additional funding.

Why It Matters

For investors, CLUS's continued lack of revenue and significant accumulated deficit of $7,643,527 signals extreme risk, as the company explicitly states substantial doubt about its going concern ability. The reverse stock split and subsequent issuance of 40,000,000 common shares for services could dilute existing shareholder value, despite the reduction in outstanding shares from the split. Employees and customers are largely unaffected as the company has no operations or revenue. In the broader market, CLUS's status as an 'emerging growth company' seeking a business combination highlights the speculative nature of shell companies, potentially attracting investors looking for high-risk, high-reward merger opportunities, but with significant downside.

Risk Assessment

Risk Level: high — The company explicitly states in Note 3, 'GOING CONCERN,' that it has an accumulated deficit of $7,643,527 as of September 30, 2025, and has not generated any revenues, raising 'substantial doubts about the Company's ability to continue as a going concern.' Furthermore, CLUS reported zero cash on its balance sheet for both September 30, 2025, and December 31, 2024, indicating severe liquidity issues.

Analyst Insight

Investors should avoid CLUS given its zero revenue, zero cash, and explicit going concern warning. This company is highly speculative, relying solely on a potential future merger or capital raise, which carries immense risk and no guarantee of success.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$44,455

net Income

$-35,075

eps

$-0.002

gross Margin

N/A

cash Position

$0

revenue Growth

0.0%

Revenue Breakdown

Key Numbers

• $0 — Revenue (No revenue generated for the three and nine months ended September 30, 2025, or 2024.)
• $7,643,527 — Accumulated Deficit (Increased from $7,608,452 at December 31, 2024, indicating continued losses.)
• $0 — Cash (Zero cash on hand as of September 30, 2025, and December 31, 2024, highlighting severe liquidity issues.)
• $35,075 — Net Loss (9 months) (Improved from $41,414 in the prior year, but still represents ongoing operational losses.)
• 40,004,385 — Common Shares Outstanding (Significantly increased from 4,385 shares at December 31, 2024, due to a 40,000,000 share issuance for services.)
• 1 for 100,000 — Reverse Stock Split Ratio (Effectuated on January 28, 2025, to reduce the number of outstanding common shares.)

Key Players & Entities

• Cluster Group Holdings Ltd Co (company) — registrant
• China Teletech Holdings Inc. (company) — former name of registrant
• SEC (regulator) — filing oversight
• $7,643,527 (dollar_amount) — accumulated deficit as of September 30, 2025
• $18,673 (dollar_amount) — net loss for three months ended September 30, 2025
• $35,075 (dollar_amount) — net loss for nine months ended September 30, 2025
• 40,004,385 (dollar_amount) — common shares outstanding as of September 30, 2025
• Florida (regulator) — state of incorporation
• Shanghai (company) — principal executive offices location

FAQ

Risk Factors

• Going Concern Doubt [high — financial]: The company has an accumulated deficit of $7,643,527 as of September 30, 2025, and zero cash. This raises substantial doubt about its ability to continue as a going concern without generating revenue or securing additional funding.
• Lack of Revenue Generation [high — operational]: The company reported no revenue for the three and nine months ended September 30, 2025, a trend consistent with the prior year. This persistent lack of revenue generation is a critical operational risk.
• Increasing Net Loss (Quarterly) [medium — financial]: The net loss for the three months ended September 30, 2025, increased to $18,673 from $9,717 in the same period of 2024. This indicates a worsening short-term financial performance.
• Significant Share Dilution [high — financial]: The company issued 40,000,000 common shares for services, increasing outstanding shares from 4,385 to 40,004,385. This massive dilution significantly impacts existing shareholders.
• Dependence on Future Funding [high — operational]: Management intends to raise additional funds through public or private offerings. However, there can be no assurances of success, making future operations contingent on external financing.
• History of Custodianship [medium — operational]: The company has a history of custodianship action commenced in 2020 due to the absence of a functioning board of directors. While a change of control occurred in 2020 and name change in 2024, this past instability is a concern.

Industry Context

Cluster Group Holdings Ltd Co operates in a highly competitive landscape, typical of emerging growth companies seeking market entry or disruption. The lack of revenue suggests the company is in a pre-operational or early-stage development phase, potentially within technology or a related service sector. Success hinges on differentiating its offerings and securing market adoption against established players.

Regulatory Implications

As an emerging growth company, CLUS is subject to SEC regulations and reporting requirements. The significant share dilution and the company's precarious financial position (zero cash, going concern doubt) may attract scrutiny from regulators and investors regarding corporate governance and financial stability.

What Investors Should Do

1. Monitor future funding rounds closely.
2. Evaluate the business plan and revenue generation strategy.
3. Assess the impact of share dilution.
4. Consider the going concern risk.

Key Dates

• 2025-01-28: Reverse Stock Split — Effectuated a 1-for-100,000 reverse stock split, significantly reducing the number of outstanding shares. This was likely done to meet exchange listing requirements or to increase the per-share price.
• 2025-06-13: Share Issuance for Debt Settlement — Issued 40,000,000 common shares to settle an $80,000 payable to a related party. This significantly increased the number of outstanding shares and diluted existing shareholders.
• 2024-11-07: Company Name Change — Changed name from China Teletech Holding, Inc. to Cluster Group Holdings Limited Co. to better reflect strategic direction and business operations.
• 2025-09-30: End of Nine Months Reporting Period — Reported zero revenue and a net loss of $35,075 for the nine months, with zero cash on hand and substantial doubt about going concern.

Glossary

Accumulated loss

The total net losses a company has incurred since its inception, minus any net profits. It represents a deficit in retained earnings. (Shows the company's long-term inability to generate profits, standing at $7,643,527 as of September 30, 2025.)

Going concern

An accounting assumption that a business will continue to operate for the foreseeable future. If doubt exists, it must be disclosed. (Substantial doubt exists for CLUS due to zero revenue, zero cash, and significant accumulated losses, impacting investor confidence.)

Reverse Stock Split

A corporate action to reduce the number of outstanding shares of a company's stock by consolidating existing shares into fewer, proportionally more valuable shares. (CLUS executed a 1-for-100,000 reverse split on January 28, 2025, drastically reducing share count but not affecting total equity.)

Additional paid-in capital

The amount of money an investor pays for a stock above its par value. (Represents a significant portion of the company's equity ($7,593,572 as of Sept 30, 2025), primarily from past capital raises.)

Earnings (Loss) per Share (EPS)

The portion of a company's profit allocated to each outstanding share of common stock. For losses, it's often referred to as Loss Per Share. (For the nine months ended Sept 30, 2025, EPS was a loss of $0.002, reflecting the company's unprofitability on a per-share basis.)

Year-Over-Year Comparison

Compared to the prior year's nine-month period, Cluster Group Holdings Ltd Co has seen a reduction in its net loss from $41,414 to $35,075, primarily driven by a decrease in professional fees. However, revenue remains at $0 for both periods. The most significant change is the dramatic increase in common shares outstanding from 4,385 to 40,004,385 due to a large share issuance for services, alongside a 1-for-100,000 reverse stock split. The company's cash position remains at $0, and the accumulated deficit has grown, reinforcing concerns about its ability to continue as a going concern.

Key Financial Figures

• $0.001 — ck Common Stock Shares Par Value, $0.001 Shares Par Value, $0.0001 Addition
• $0.0001 — r Value, $0.001 Shares Par Value, $0.0001 Additional paid-in capital Accumulat
• $10 — 020, the Company issued 2,000 shares at $10 per share for proceeds of $ 20,000 . O

Filing Documents

• clus_i10q-93025.htm (10-Q) — 375KB
• clus_ex3101.htm (EX-31.1) — 11KB
• clus_ex3102.htm (EX-31.2) — 10KB
• clus_ex3201.htm (EX-32.1) — 4KB
• clus_ex3202.htm (EX-32.2) — 4KB
• 0001683168-25-008448.txt ( ) — 1933KB
• clus-20250930.xsd (EX-101.SCH) — 13KB
• clus-20250930_cal.xml (EX-101.CAL) — 20KB
• clus-20250930_def.xml (EX-101.DEF) — 31KB
• clus-20250930_lab.xml (EX-101.LAB) — 162KB
• clus-20250930_pre.xml (EX-101.PRE) — 125KB
• clus_i10q-93025_htm.xml (XML) — 153KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION ITEM 1.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS. 3 Balance Sheets as of September 30, 2025 and December 31, 2024 (unaudited) 3 4 5 6

Notes to Financial Statements (unaudited)

Notes to Financial Statements (unaudited) 7 ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 13 ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk. 19 ITEM 4.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES. 19

OTHER INFORMATION

PART II. OTHER INFORMATION ITEM 1. Legal Proceedings. 22 ITEM 1A. RISK FACTORS. 22 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds. 22 ITEM 3. Defaults Upon Senior Securities. 22 ITEM 4. Mine Safety Disclosures. 22 ITEM 5. OTHER INFORMATION. 22 ITEM 6. EXHIBITS. 22

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements CLUSTER GROUP HOLDINGS LIMITED CO. FORMERLY CHINA TELETECH HOLDING, INC. BALANCE SHEETS September 30, December 31, 2025 2024 (Unaudited) (Audited) Assets Current Assets Cash $ – $ – Total Current Assets – – Total Assets $ – $ – Liabilities and Stockholders' Deficit Current Liabilities Accounts payable and accrued expenses $ 8,209 $ 16,757 Due to related party 36,246 72,623 Total Current Liabilities 44,455 89,380 Total Liabilities 44,455 89,380 Commitment & contingencies – – Stockholders' Deficit Convertible Preferred Stock, $ 0.001 par value; 5,000,000 shares authorized, 1,500,000 and 1,500,000 shares issued and outstanding, respectively 1,500 1,500 Common Stock, $ 0.0001 par value; 1,500,000,000 shares authorized, 40,004,385 and 4,385 shares issued and outstanding, respectively 4,000 – Additional paid-in capital 7,593,572 7,517,572 Accumulated loss ( 7,643,527 ) ( 7,608,452 ) Total Stockholders' Deficit ( 44,455 ) ( 89,380 ) Total Liabilities and Stockholders' Deficit $ – $ – See accompanying notes to unaudited financial statements 3 CLUSTER GROUP HOLDINGS LIMITED CO. FORMERLY CHINA TELETECH HOLDING, INC. Unaudited Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2025 2024 2025 2024 Revenues $ – $ – $ – $ – Operating expenses Professional fees 17,716 8,000 29,660 37,750 Other general & administrative expense 957 1,717 5,415 3,664 Total operating expenses 18,673 9,717 35,075 41,414 Loss from operations ( 18,673 ) ( 9,717 ) ( 35,075 ) ( 41,414 ) Other Income (Expenses) Interest income (expense) – – – – Total other income (expenses) – – – – Net loss before income tax ( 18,673 ) ( 9,717 ) ( 35,075 ) ( 41,414 ) Income tax expense – – – – Net loss $ ( 18,673 ) $ ( 9,717 ) $ ( 35,075 ) $ ( 41,414 ) Earnings

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS As of and for the nine months ended September 30, 2025 and 2024 (Unaudited) NOTE 1 – ORGANIZATION AND OPERATIONS Cluster Group Holdings Limited Co. formerly known as China Teletech Holdings Inc. (the "Company") is a corporation organized under the laws of the state of Florida on March 29, 1999. The operations of China Teletech Holdings Inc. and its subsidiaries were abandoned by the former management and custodianship action was commenced in the year of 2020. On October 9, 2020, the circuit court of the second judicial circuit in and for Leon County, Florida granted the application for appointment of custodian due to the absence of a functioning board of directors in the Company. The order appointed a custodian to take on any corporation actions on behalf of the Company that would further the interest of its shareholders. On November 10, 2020, a change of control occurred with respect to the Company to reflect better towards the business direction of the Company. On November 7, 2024, the Company's board of director approved a change of the Company's name from China Teletech Holdings Inc. to Cluster Group Holdings Limited Co. This change was made to better reflect the Company's strategic direction and business operations. The Company intends to seek for a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (U.S. GAAP). The preparation of financial statements in compliance with the Generally Accepted Accounting Principles in the United States of Americ

financial statements

financial statements. NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company had an accumulated deficit as of September 30, 2025 of $ 7,643,527 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. 10 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 September 30, 2025 and December 31, 2024, the Company has 40,004,385 and 4,385 shares of common stock issued and outstanding, respectively. On January 28, 2025, the Company effectuated a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1 for 100,000 (the "Reverse Stock Split"). As a result, the number of iss

Management's Discussion and Analysis of Financial

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following management's discussion and analysis ("MD&A") should be read in conjunction with financial statements of Cluster Group Holdings Limited Co. for the three and nine months ended September 30, 2025 and 2024, and the notes thereto. Safe Harbor for Forward-Looking Statements Certain statements included in this MD&A constitute

forward-looking statements, including those identified

forward-looking statements, including those identified

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