CLUS on OTC
Cluster Group Holdings Ltd Co
Cluster Group Holdings Ltd Co is an American communications services company, incorporated in Florida.1
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Last updated Oct 21, 2026.
Overview
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- TickerCLUS on OTC1
- IndustryCommunications Services, NEC1
- HeadquartersFL1
- Incorporated inFL3
- Business address16Th Floor, North Tower, 528 Pudong South Road, Shanghai, 2001203
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
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Act reporting. SCC attempted to contact the Company’s officers and directors through letters, emails, and phone calls, with no success.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.6
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenues | $0 | $0 |
| Professional fees | $45.8K | $53.9K |
| Other general & administrative expense | $6.2K | $4.5K |
| Total operating expenses | $52.0K | $58.5K |
| Loss from operations | -$52.0K | -$58.5K |
| Interest income (expense) | $0 | $0 |
| Total other income (expenses) | $0 | $0 |
| Net loss before income tax | -$52.0K | -$58.5K |
| Income tax expense | $0 | $0 |
| Net loss | -$52.0K | -$58.5K |
| Earnings (Loss) per Share - Basic | -$0.00 | -$13.33 |
| Earnings (Loss) per Share - Diluted | -$0.00 | -$13.33 |
| Weighted Average Shares Outstanding - Basic | 21.4M shares | 4.4K shares |
| Weighted Average Shares Outstanding - Diluted | 21.4M shares | 4.4K shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.6
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $0 | $0 | $0 |
| Total Current Assets | $0 | $0 | |
| Total Assets | $0 | $0 | |
| Accounts payable and accrued expenses | $19.0K | $16.8K | |
| Due to related party | $42.3K | $72.6K | |
| Total Current Liabilities | $61.4K | $89.4K | |
| Total Liabilities | $61.4K | $89.4K | |
| Convertible Preferred Stock, $0.001 par value; 5,000,000 shares authorized, 1,500,000 and 1,500,000 shares issued and outstanding, respectively | $1.5K | $1.5K | |
| Common Stock, $0.0001 par value; 1,500,000,000 shares authorized, 40,004,385 and 4,385 shares issued and outstanding, respectively | $4.0K | $0 | |
| Additional paid-in capital | $7.6M | $7.5M | |
| Accumulated loss | -$7.7M | -$7.6M | |
| Total Stockholders' Deficit | -$61.4K | -$89.4K | -$30.9K |
| Total Liabilities and Stockholders' Deficit | $0 | $0 | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 5.0M shares | 5.0M shares | |
| Preferred stock, shares issued | 1.5M shares | 1.5M shares | |
| Preferred stock, shares outstanding | 1.5M shares | 1.5M shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 1.5B shares | 1.5B shares | |
| Common stock, shares issued | 40.0M shares | 4.4K shares | |
| Common stock, shares outstanding | 40.0M shares | 4.4K shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $0 | $0 | $0 |
| Total Current Assets | $0 | $0 | |
| Total Assets | $0 | $0 | |
| Accounts payable and accrued expenses | $19.0K | $16.8K | |
| Due to related party | $42.3K | $72.6K | |
| Total Current Liabilities | $61.4K | $89.4K | |
| Total Liabilities | $61.4K | $89.4K | |
| Convertible Preferred Stock, $0.001 par value; 5,000,000 shares authorized, 1,500,000 and 1,500,000 shares issued and outstanding, respectively | $1.5K | $1.5K | |
| Common Stock, $0.0001 par value; 1,500,000,000 shares authorized, 40,004,385 and 4,385 shares issued and outstanding, respectively | $4.0K | $0 | |
| Additional paid-in capital | $7.6M | $7.5M | |
| Accumulated loss | -$7.7M | -$7.6M | |
| Total Stockholders' Deficit | -$61.4K | -$89.4K | -$30.9K |
| Total Liabilities and Stockholders' Deficit | $0 | $0 | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 5.0M shares | 5.0M shares | |
| Preferred stock, shares issued | 1.5M shares | 1.5M shares | |
| Preferred stock, shares outstanding | 1.5M shares | 1.5M shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 1.5B shares | 1.5B shares | |
| Common stock, shares issued | 40.0M shares | 4.4K shares | |
| Common stock, shares outstanding | 40.0M shares | 4.4K shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.6
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$52.0K | -$58.5K |
| Depreciation & Amortization expense | $0 | $0 |
| Accounts payable and accrued expenses | $2.3K | $9.8K |
| Net Cash Used in Operating Activities | -$49.7K | -$48.7K |
| Proceeds from related party payables | $49.7K | $48.7K |
| Net Cash Provided by Financing Activities | $49.7K | $48.7K |
| Net Increase (Decrease) in Cash | $0 | $0 |
| Income Taxes Paid | $0 | $0 |
| Interest Paid | $0 | $0 |
| Shares issued for debt payable | $80.0K | $0 |
No quarter-by-quarter statement was filed.
What it owns
What Cluster Group Holdings Ltd Co reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Properties, in its own words
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 2 of the 10-K filed Jun 12, 2026.4
Leadership
Who has led Cluster Group Holdings Ltd Co, and when. Pick a name to see everywhere that person has worked.
- Chief executive officerLi Yankuan May 6, 2008 to Jul 24, 200911
- ChairLi Yankuan May 6, 2008 to Jul 24, 200911
Former names
Timeline
- May 6, 2008New chief executive Li Yankuan becomes CEO11
Filings
21 filings to the SEC since October 2021: 2 annual reports, 6 quarterly reports, 13 other. The latest 20:
- Aug 14, 202610-Q FORM 10-Q FOR JUNE 2026 EDGAR
- Jun 25, 202610-Q FORM 10-Q FOR MARCH 2026 EDGAR
- Jun 12, 202610-K FORM 10-K FOR DEC 2025 EDGAR
- May 15, 2026NT 10-Q REQUEST FOR EXTENSION EDGAR
- Mar 31, 2026NT 10-K EXTENSION EDGAR
- Nov 14, 202510-Q FORM 10-Q FOR SEP 2025 EDGAR
- Aug 14, 202510-Q FORM 10-Q FOR JUN 2025 EDGAR
- Jul 7, 202510-Q FORM 10-Q FOR MARCH 2025 EDGAR
- May 15, 2025NT 10-Q EXTENSION EDGAR
- Apr 15, 202510-K EDGAR
- Mar 31, 2025NT 10-K EXTENSION EDGAR
- Nov 15, 202410-Q FORM 10-Q FOR SEPTEMBER 30, 2024 EDGAR
- Nov 15, 2024NT 10-Q EDGAR
- Nov 6, 2024UPLOAD EDGAR
- Oct 31, 2024CORRESP EDGAR
- Oct 31, 202410-12G/A AMENDMENT NO 2 EDGAR
- Oct 31, 2024UPLOAD EDGAR
- Oct 16, 2024CORRESP EDGAR
- Oct 16, 202410-12G/A EDGAR
- Sep 24, 2024UPLOAD EDGAR
The 21 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
SEC filer profile
How Cluster Group Holdings Ltd Co is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARCluster Group Holdings Ltd Co1
- CIK0001346287
- Employer ID (EIN)45-48951044
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inFlorida4
- Fiscal year endsDecember 311
- Industry code (SIC)4899 Communications Services, NEC1
- SEC reviewing officeOffice of Technology, Division of Corporation Finance1
- Business address16Th Floor, North Tower, 528 Pudong South Road, Shanghai, 200120, China1
- Phone86-21-5091-76951
- Shares outstanding40,004,385 as of Jun 30, 20269
- Public float$4.4K as of Jun 30, 20254
- AuditorBeckles & Co, West Palm Beach, FL PCAOB ID 7116; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceJan 9, 20061
- Filings181 in all: 8-K (36), 10-Q (30), NT 10-Q (19), SB-2/A (15), UPLOAD (15), 10-K (11), NT 10-K (9), 4 (6)1
All 25 form types
8-K/A (6), CORRESP (6), 10QSB (5), 10-K/A (3), 10-12G/A (2), 10-Q/A (2), 10KSB (2), 3 (2), 424A (2), EFFECT (2), SB-2 (2), 10-12G (1), 15-15D (1), DEF 14C (1), POS AM (1), PRE 14C (1), REGDEX (1)
- Latest filingsAnnual report (10-K) Jun 12, 2026
Quarterly report (10-Q) Aug 14, 2026
Latest 8-K (8-K) May 29, 2018
Risk factors and legal proceedings
The risks Cluster Group Holdings Ltd Co names in Item 1A of its 10-K filed Jun 12, 2026: 21 risks under these headings, as written.4
- Risks Relating to our Business
- We have incurred operating losses, and have no current source of revenue
- Our capital resources may not be sufficient to meet our capital requirements, and in the absence of additional resources we may have to curtail or cease business operations
- Our future success is highly dependent on the ability of management to locate and attract suitable business opportunities and our stockholders will not know what business we will enter into until we consummate a transaction with the approval of our then existing directors and officers
- We will incur increased costs as a result of being a reporting company, and given our limited capital resources, such additional costs may have an adverse impact on our profitability.
- The time and cost of associated with identifying and entering into an acquisition or merger with an attractive target company may be high and have an adverse impact on our ability to succeed.
- A Business merger may result in a change of control and a change of management.
- We depend on our officers and the loss of their services would have an adverse effect on our business
- Risks Related to our Stock
- There is presently a limited public market for our securities
- Our officers, directors and principal stockholders own a large percentage of our stock and other stockholders have little or no ability to elect directors or influence corporate matters
- We may issue more shares in an acquisition or merger, which will result in substantial dilution
The other 11 risks
- We do not anticipate paying any cash dividends on our capital stock in the foreseeable future.
- Risks Related to Doing Business in China
- Because all of the Company’s current limited operations are in China, the Company’s business is subject to the complex and rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion over the conduct of the Company’s business and may intervene in or influence the Company’s operations at any time, which could result in a material change in the Company’s operations and/or the value of the common stock.
- Changes in Chinese political policies and economic and social policies or conditions may materially and adversely affect our business, results of operations and financial condition and may result in our inability to sustain our growth and expansion strategies.
- The interpretation and enforcement of Chinese laws, rules and regulations may change from time to time, which could have a material adverse effect on us.
- Changes in political, business, economic and trade relations between the United States and China may have a material adverse impact on our business, results of operations and financial condition.
- Fluctuation in the value of RMB may result in foreign currency exchange losses.
- You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against the Company or its management based on foreign laws.
- U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of the Company’s operations in China.
- Certain PRC regulations may make it more difficult for the Company to pursue growth through acquisitions.
- If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.
- Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in China.
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.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 11SEC EDGARLi Yankuan, Chief executive officer