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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. Specifically, the Company's current activities are subject to significant risks and uncertainties related to its search for a business combination, including, but not limited to: (i) the Company's ability to identify and evaluate suitable target businesses; (ii) the ability to successfully negotiate, finance, and consummate a transaction on terms favorable to the Company; (iii) substantial liquidity risk, as the Company currently has no active operations or recurring revenue to fund its search and ongoing administrative costs; and (iv) the likelihood of significant dilution to the equity interests of existing shareholders if the Company issues additional shares of capital stock to finance its ongoing operations or as consideration to complete a future business combination.

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 America requires management to make estimations and assumptions that will affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Hence, actual results could differ from those estimates. Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2025. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2025. Use of estimates The preparation of financial statements is in compliance with Generally Accepted Accounting Principles in the United States of America. It requires management to make estimations and assumptions that will affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. The significant estimations of the Company include the assumption that the Company will continue to operate as a going concern. Those significant accounting estimations or assumptions is difficult to measure or value and bears the risk of change since there are uncertainties attached to those estimations or assumption. The management will estimate based on the historical experience and various assumptions that are believed to be reasonable under circumstances, the results of which form the basis for making judgements on the carrying values of assets and liabilities that are not apparent from other sources. Management review regularly on the estimation utilizing the current available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such reviews, and if deemed appropriate, there will be adjustments to those estimations. Therefore, actual results could differ from estimation. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of June 30, 2026, the Company does not have any deposits in bank. Related Parties The Company follows ASC 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties includes a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Commitments and Contingencies The Company follows ASC 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date of the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and affect adversely on the Company’s business, financial position, and results of operations or cash flows. Net Income (Loss) per Common Share Net income (loss) per common share is computed pursuant to ASC 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding, and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the six months ended June 30, 2026 and 2025, the Company excluded 1,500,000,000 potential common shares (issuable upon the conversion of 1,500,000 shares of Series A Preferred Stock at a 1,000-to-1 conversion ratio) from the computation of diluted net loss per share. These potential common shares, which are evaluated for dilution using the if-converted method, were excluded because their inclusion would be anti-dilutive due to the net loss incurred by the Company during both periods presented. Cash Flows Reporting The Company adopted ASC 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. Recent accounting pronouncements In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard requires enhanced transparency regarding income tax information, primarily through a disaggregated tabular effective tax rate reconciliation and expanded disclosures about income taxes paid. For public business entities, the standard is effective for annual periods beginning after December 15, 2024, and for all other entities, it is effective for annual periods beginning after December 15, 2025. The Company is evaluating the impact of this guidance; however, given the Company’s lack of operations, history of net losses, and full valuation allowance on its deferred tax assets, management does not expect the adoption of this standard to have a material impact on its financial statements or related disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This standard requires public business entities to disclose specific categories of underlying costs (such as employee compensation, depreciation, inventory purchases, and intangible asset amortization) that are included within expense captions presented on the face of the income statement. In January 2025, the FASB issued ASU 2025-01 to clarify that the guidance is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial condition, results of operations, or disclosures, as the Company currently has no operations and minimal disagreeable expenses. Management does not believe that any other recently issued, but not yet effective, accounting standards would have a material effect on the Company's financial statements if currently adopted.

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 America requires management to make estimations and assumptions that will affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Hence, actual results could differ from those estimates.

Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2025. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2025.

Use of estimates The preparation of financial statements is in compliance with Generally Accepted Accounting Principles in the United States of America. It requires management to make estimations and assumptions that will affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. The significant estimations of the Company include the assumption that the Company will continue to operate as a going concern. Those significant accounting estimations or assumptions is difficult to measure or value and bears the risk of change since there are uncertainties attached to those estimations or assumption. The management will estimate based on the historical experience and various assumptions that are believed to be reasonable under circumstances, the results of which form the basis for making judgements on the carrying values of assets and liabilities that are not apparent from other sources. Management review regularly on the estimation utilizing the current available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such reviews, and if deemed appropriate, there will be adjustments to those estimations. Therefore, actual results could differ from estimation.

Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of June 30, 2026, the Company does not have any deposits in bank.

Related Parties The Company follows ASC 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties includes a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Commitments and Contingencies The Company follows ASC 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date of the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and affect adversely on the Company’s business, financial position, and results of operations or cash flows.

Net Income (Loss) per Common Share Net income (loss) per common share is computed pursuant to ASC 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding, and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the six months ended June 30, 2026 and 2025, the Company excluded 1,500,000,000 potential common shares (issuable upon the conversion of 1,500,000 shares of Series A Preferred Stock at a 1,000-to-1 conversion ratio) from the computation of diluted net loss per share. These potential common shares, which are evaluated for dilution using the if-converted method, were excluded because their inclusion would be anti-dilutive due to the net loss incurred by the Company during both periods presented.

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Cash Flows Reporting The Company adopted ASC 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Recent accounting pronouncements In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard requires enhanced transparency regarding income tax information, primarily through a disaggregated tabular effective tax rate reconciliation and expanded disclosures about income taxes paid. For public business entities, the standard is effective for annual periods beginning after December 15, 2024, and for all other entities, it is effective for annual periods beginning after December 15, 2025. The Company is evaluating the impact of this guidance; however, given the Company’s lack of operations, history of net losses, and full valuation allowance on its deferred tax assets, management does not expect the adoption of this standard to have a material impact on its financial statements or related disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This standard requires public business entities to disclose specific categories of underlying costs (such as employee compensation, depreciation, inventory purchases, and intangible asset amortization) that are included within expense captions presented on the face of the income statement. In January 2025, the FASB issued ASU 2025-01 to clarify that the guidance is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial condition, results of operations, or disclosures, as the Company currently has no operations and minimal disagreeable expenses. Management does not believe that any other recently issued, but not yet effective, accounting standards would have a material effect on the Company's financial statements if currently adopted.

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 of $7,675,085 as of June 30, 2026, has not yet generated any revenues, and does not have a cash position sufficient to support its daily operations. Management has evaluated these conditions and determined that they raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these financial statements are issued. To address this substantial doubt, management's primary plan is to raise additional capital through public or private equity offerings and to execute its business plan to commence operations and generate revenues. Currently, the Company is in the preliminary stages of seeking this funding, and no formal commitments, definitive agreements, or board-approved financing terms are in place. Because the success of these capital-raising efforts depends on future market conditions and investor interest, management cannot conclude that it is probable these plans will be effectively implemented within the required one-year timeframe. Accordingly, management has concluded that the substantial doubt about the Company's ability to continue as a going concern is not alleviated. The accompanying financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

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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 June 30, 2026 and December 31, 2025, the Company has 40,004,385 shares of common stock issued and outstanding, respectively. On June 13, 2025, the Company settled an outstanding payable of $<span id="xdx_904_eus-gaap--DebtConversionConvertedInstrumentAmount1_c20250612__20250613__us-gaap--DebtConversionByUniqueDescriptionAxis__custom--ShengOutstandingPayableMember_zaAFnx3Ile6g" title="Debt converted, amount converted">80,000 due to Mr. Yan Ping Sheng (the “Related Party”) through the issuance of <span id="xdx_90A_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_c20250612__20250613__us-gaap--DebtConversionByUniqueDescriptionAxis__custom--ShengOutstandingPayableMember_zdJNGusSCED4" title="Debt converted, shares issued">40,000,000 shares of its common stock, par value $0.0001 per share, at a conversion price of $0.002 per share. The shares were issued in the name of World Capital Holding, Ltd., an entity affiliated with the Related Party. The conversion satisfied the amount payable to Mr. Sheng. 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: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px">·</td> <td style="text-align: justify">1,500,000 shares of Series A Preferred Stock to Hongmao IoT Co., Ltd.</td></tr> <tr style="vertical-align: top"> <td> </td> <td>·</td> <td style="text-align: justify">31,601,580 shares of common stock to Cluster Zhimingde Holdings Co., Ltd.</td></tr> <tr style="vertical-align: top"> <td> </td> <td>·</td> <td style="text-align: justify">4,400,220 shares of common stock to Hongmao IoT Co., Ltd.</td></tr> </table> 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. 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 issued and outstanding shares was proportionally reduced, while the authorized shares or the par value per share remained unchanged. No fractional shares were issued in connection with the Reverse Stock Split. For all periods presented in these financial statements and accompanying footnotes, share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split. The Reverse Stock Split did not impact the Company’s total stockholders’ equity. For the year ended December 31, 2020, the Company issued 2,000 shares at $10 per share for proceeds of $20,000. Preferred Stock The Company is authorized to issue 5,000,000 of convertible preferred stock Series A with par value of $0.001. Each share of convertible preferred stock Series A is convertible into 1,000 shares of common stock and entitled to 1,000 votes on any and all matters considered and voted upon by the Company’s Common Stock. For the year ended December 31, 2020, the Company issued <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--ConvertiblePreferredStockMember_zVyR8LPludib" title="Stock issued new, shares">1,500,000 shares at $0.001 per share for proceeds for $<span id="xdx_903_eus-gaap--ProceedsFromIssuanceOfCommonStock_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--ConvertiblePreferredStockMember_zf1KTqAuPYDi" title="Proceeds from issuance of common stock">1,500. The shares were issued in accordance to the custodian agreement. As of June 30, 2026 and December 31, 2025, the Company has 1,500,000 shares of convertible preferred stock Series A issued and outstanding.

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40004385

80000

40000000

1500000

31601580

4400220

1 for 100,000 (the “Reverse Stock Split”)

2000

20000

5000000

0.001

1500000

1500

1500000

NOTE 5 – RELATED PARTY TRANSACTIONS Mr. Sheng Yan Ping, the Company’s CEO, Secretary, Treasurer and Director of the Company, have advanced working capital to pay expenses of the Company. The advances are due on demand and non-interest bearing. The outstanding amount due to related parties was $68,994 and $42,346 as of June 30, 2026 and December 31, 2025. During the six months ended June 30, 2026 and 2025, expenses paid on behalf of the Company by Mr. Sheng totaled $<span id="xdx_90D_eus-gaap--ProceedsFromRelatedPartyDebt_c20260101__20260630__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ShengYanPingMember_zEquQtKDjwwh" title="Proceeds from related party">26,648 and $<span id="xdx_907_eus-gaap--ProceedsFromRelatedPartyDebt_c20250101__20250630__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ShengYanPingMember_zoPL1NntV89c" title="Proceeds from related party">26,507, respectively.

68994 42346

26648

26507

NOTE 6 - INCOME TAXES The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company's history of recurring losses since inception and the uncertainty of future taxable income, management has determined that it is more likely than not that the Company's net deferred tax assets will not be realized. Accordingly, a full valuation allowance has been recorded against the net deferred tax assets as of June 30, 2026, resulting in a $0 provision for income taxes for the periods presented.

NOTE 7 – COMMITMENTS & CONTINGENCIES Legal Proceedings From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. Commitments and Contingencies As of June 30, 2026, and December 31, 2025, the Company had no material commitments or contingencies that required recognition or disclosure in the financial statements.

NOTE 8 – SEGMENT REPORTING The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, and applied the amendments retrospectively to all prior periods presented. The Company operates as a single operating segment and one reporting unit. The Company’s Chief Executive Officer (CEO) serves as the Chief Operating Decision Maker (CODM). The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Specifically, the CODM utilizes total segment operating loss to monitor the Company’s ongoing cash burn rate and going-concern liquidity runway, determine the timing and magnitude of future financing needs, and assess the financial viability of potential business combination opportunities. The segment information, including significant segment expenses, regularly provided to the CODM as follows: <table cellpadding="0" cellspacing="0" id="xdx_89A_eus-gaap--ScheduleOfSegmentReportingInformationBySegmentTextBlock_zEIezhhIvzf9" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - SEGMENT REPORTING - (Details - Segment reporting)"> <tr style="vertical-align: bottom"> <td>Segment information</td><td> </td> <td colspan="3" id="xdx_49E_20260101__20260630__us-gaap--StatementBusinessSegmentsAxis__us-gaap--CorporateAndOtherMember_zLm5vCuo5Z2b" style="text-align: center"> </td><td> </td> <td colspan="3" id="xdx_49F_20250101__20250630__us-gaap--StatementBusinessSegmentsAxis__us-gaap--CorporateAndOtherMember_zOv0m9ticFO2" style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="7" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Six Months Ended</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="3" style="font-weight: bold; text-align: center">June 30,</td><td style="font-weight: bold"> </td> <td colspan="3" style="font-weight: bold; text-align: center">June 30,</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2026</td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2025</td></tr> <tr id="xdx_401_eus-gaap--Revenues_d0_z8hBfig6erG2" style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="text-align: left">Total segment revenues</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">–</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">–</td><td style="text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--SegmentReportingInformationOperatingIncomeLossAbstract_iB_zNEzzfnd7usi" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Significant Segment Expenses:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--ProfessionalAndContractServicesExpense_zYdyTpR5qb6d" style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="width: 66%; text-align: left; text-indent: 10pt">Professional fees</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 13%; text-align: right">12,827</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 13%; text-align: right">11,944</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--OtherGeneralAndAdministrativeExpense_z4fTRZyy3dt3" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 10pt">Other general & administrative expense</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,793</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,458</td><td style="text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--OtherCostAndExpenseOperating_d0_zv6VYGfI8Dv8" style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 10pt">Other segment items</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">–</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">–</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--OperatingIncomeLoss_zthPCFH0dlq3" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total segment operating loss</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(14,620</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(16,402</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1pt"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">June 30, 2026</td><td style="padding-bottom: 1pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31, 2025</td><td style="padding-bottom: 1pt; font-weight: bold; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="width: 66%; text-align: left; padding-bottom: 2.5pt">Total segment assets</td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; width: 1%; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; width: 13%; text-align: right">–</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; width: 1%; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; width: 13%; text-align: right">–</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> As the Company operates in a single reportable segment, the segment totals for revenues, expenses, profit (loss), and assets are identical to the corresponding amounts reported in the Company’s financial statements.

<table cellpadding="0" cellspacing="0" id="xdx_89A_eus-gaap--ScheduleOfSegmentReportingInformationBySegmentTextBlock_zEIezhhIvzf9" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - SEGMENT REPORTING - (Details - Segment reporting)"> <tr style="vertical-align: bottom"> <td>Segment information</td><td> </td> <td colspan="3" id="xdx_49E_20260101__20260630__us-gaap--StatementBusinessSegmentsAxis__us-gaap--CorporateAndOtherMember_zLm5vCuo5Z2b" style="text-align: center"> </td><td> </td> <td colspan="3" id="xdx_49F_20250101__20250630__us-gaap--StatementBusinessSegmentsAxis__us-gaap--CorporateAndOtherMember_zOv0m9ticFO2" style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="7" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Six Months Ended</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="3" style="font-weight: bold; text-align: center">June 30,</td><td style="font-weight: bold"> </td> <td colspan="3" style="font-weight: bold; text-align: center">June 30,</td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2026</td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2025</td></tr> <tr id="xdx_401_eus-gaap--Revenues_d0_z8hBfig6erG2" style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="text-align: left">Total segment revenues</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">–</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">–</td><td style="text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--SegmentReportingInformationOperatingIncomeLossAbstract_iB_zNEzzfnd7usi" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Significant Segment Expenses:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--ProfessionalAndContractServicesExpense_zYdyTpR5qb6d" style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="width: 66%; text-align: left; text-indent: 10pt">Professional fees</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 13%; text-align: right">12,827</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 13%; text-align: right">11,944</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--OtherGeneralAndAdministrativeExpense_z4fTRZyy3dt3" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 10pt">Other general & administrative expense</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,793</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,458</td><td style="text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--OtherCostAndExpenseOperating_d0_zv6VYGfI8Dv8" style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 10pt">Other segment items</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">–</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">–</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--OperatingIncomeLoss_zthPCFH0dlq3" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt">Total segment operating loss</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(14,620</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(16,402</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1pt"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">June 30, 2026</td><td style="padding-bottom: 1pt; font-weight: bold; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31, 2025</td><td style="padding-bottom: 1pt; font-weight: bold; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="width: 66%; text-align: left; padding-bottom: 2.5pt">Total segment assets</td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; width: 1%; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; width: 13%; text-align: right">–</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td><td style="width: 2%; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; width: 1%; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; width: 13%; text-align: right">–</td><td style="width: 1%; padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> As the Company operates in a single reportable segment, the segment totals for revenues, expenses, profit (loss), and assets are identical to the corresponding amounts reported in the Company’s financial statements.

12827

11944

1793

4458

-14620

-16402

NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events to August 14, 2026, the date the financial statements were available to be issued and identified that there are no subsequent events for disclosure.

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