Cluster Group Holdings Ltd Co

Cluster Group Holdings Limited Co.

Overview

Cluster Group Holdings Limited Co. (ticker: CLUS) traces its origins to Avalon Development Enterprises Inc., which was incorporated in Florida on March 29, 1999. The company previously operated as China Teletech Holding, Inc. (ticker CNCT) and has undergone multiple restructurings, mergers, and name changes. On November 7, 2024, the board approved a 1-for-100,000 reverse stock split that became effective January 28, 2025; all reported periods have been retroactively adjusted for the split.

Business plan and activity

The company is focused on pursuing a business in the food industry under a "cluster consumption" model that would encompass food products, distribution channels, and related operations. Management is actively evaluating mergers, acquisitions, reverse mergers, or other transactions to acquire an operating food-industry business. Until a transaction is completed, the company expects limited operating activity and continued expenses associated with reporting and transaction evaluation.

Financial position

• The company is an early-stage, pre-revenue issuer and has incurred operating losses.
• Cash on hand is minimal and the company expects to raise substantial capital to implement its business plan.
• Independent auditors included an explanatory paragraph expressing doubt about the company’s ability to continue as a going concern for the years ended December 31, 2025 and 2024.
• Ongoing SEC reporting and audit requirements are expected to add annual costs; the filing cites a potential expense on the order of $50,000 annually for reporting controls, audits, and related compliance.
• Future equity or debt financings could dilute current shareholders.

Governance and ownership

• As of December 31, 2025, the company had one officer and director and uses independent consultants for accounting and administrative support.
• Ownership is highly concentrated:
  • Chiching Hung holds 250,000,000 shares of common stock and 1 share of Convertible Series D Preferred Stock (the sole outstanding Series D).
  • The Convertible Series D Preferred Stock is convertible into approximately 1,000 shares of common stock and carries voting rights equal to 20 times the combined voting power of outstanding common and preferred stock, which creates effective voting control through the conversion mechanics.
• Authorized capital stock:
  • Common stock: 20,000,000,000 shares authorized; approximately 8.5245 billion shares outstanding (per the filing).
  • Preferred stock: 10,000,000 shares authorized, including 1,000,000 designated as Convertible Series C (0 outstanding) and 1,000,000 designated as Convertible Series D (1 outstanding as of the filing).

Properties and employees

• The company does not own real estate or hold long-term property commitments.
• Staffing is limited to one officer/director as of December 31, 2025, with plans to expand management as capital is raised. Accounting and administrative functions are provided by independent consultants.

Geography and regulatory considerations

The company’s past and potential future activities involve China and Hong Kong. Transactions and operations will be subject to U.S. SEC reporting requirements as well as applicable Chinese regulatory and foreign investment rules. Risk disclosures highlight the potential for regulatory changes to affect the cost, timing, and feasibility of cross-border transactions.

Corporate history and notable actions

• 2014: Engaged in a cooperation with Shenzhen Jinke Energy Development Co., Ltd. (SJD) that included partial asset considerations.
• 2016–2017: Pursued, then rescinded, an attempt to acquire a 51% interest in Kuncheng via a share exchange.
• 2020–2021: Entered custodianship under Small Cap Compliance, LLC for governance remediation; the company was reinstated and restructured with efforts to identify a merger candidate.
• 2024–2025: Implemented the reverse split and completed name and ticker changes; management has stated a continued focus on pursuing a food-industry transaction.

Summary

Cluster Group Holdings Limited Co. is an early-stage micro-cap pursuing an acquisition strategy to establish operations in the food industry. The company is pre-revenue, has limited management resources, a highly concentrated ownership structure, and requires additional capital to execute its plan. Auditors have raised going-concern concerns for recent fiscal years, and the company expects ongoing costs related to public reporting and transaction activity.