Caro Holdings Inc 10-K for FY2026
Caro Holdings Inc. (CAHO)
About this 10-K
Caro Holdings Inc filed this 10-K on July 15, 2026, covering the fiscal year ended March 31, 2026 (FY2026).
Headline figures
Fiscal year ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $11.25K
- down 69.0% from $36.32K a year earlier
- Net loss
- $407.8K
- compared with a net loss of $692.96K a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended:
For the transition period from to
Commission file number
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(Exact name of small business issuer as specified in its charter) |
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(State or other jurisdiction of incorporation) |
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(Address of principal executive offices) (Zip Code)
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(Issuer’s telephone number)
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class |
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Securities registered under Section 12(g) of the Exchange Act:
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Title of Class |
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ☐
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S−B contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Transitional Small Business Disclosure Format: Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
The aggregate market value of Common Stock held by non-affiliates of the Registrant on September 30, 2025 was $
Number of shares outstanding of each of the issuer’s classes of common stock on July 10, 2026: Common Stock:
TABLE OF CONTENTS
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Certain Relationships and Related Transactions and Director Independent |
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| Table of Contents |
PART I
Item 1. Description of Business.
Our Company
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our” and "Caro" mean Caro Holdings Inc., unless otherwise indicated.
Our History
Our company was incorporated on March 29, 2016 in the State of Nevada. We had been engaged in the subscription box business with our initial focus on offering sock subscriptions to our customers. Our subscription box was a package of a pair of socks that will be sent directly to a customer on a recurring basis. For example, a potential subscriber would subscribe to receive a pair of socks once a month for either a period of 6 months or 12 months. Our subscription sock boxes were a marketing strategy and a method of product distribution, allowing us to target a wide range of customers and cater to their variety of specific needs and interests. We are a small early-stage development company. To date, our company's activities have been limited to the sourcing of our advertising channels, initial branding efforts, and in our formation and the raising of equity capital. We have no revenues and have limited cash on hand. We have sustained losses since inception and have relied upon loans from directors and officers and the sale of our securities for funding. We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding
Our Current Business
We deploy integrated B2B, B2C, and D2C solutions for small to mid-sized retailers seeking digital expansion. Our platform combines marketing, analytics, and e-commerce functionality within industry-specific niches, enabling data-driven personalization across channels with scalable infrastructure designed for cost-effective growth.
We are also launching specialized marketplaces for service providers, across a myriad of industries to help consumers find the right provider, at the right time and place. The initial marketplaces will assist us in validating our technology through operational implementations in select verticals.
In July 2025, we introduced our AI automation framework for SMBs, handling the complete customer journey from outreach to conversion. The system integrates with existing CRM platforms to streamline acquisition workflows. We've developed AI agents to automate investor relations, reporting, compliance, and stakeholder communications for public companies, with additional solutions for financial reporting and market intelligence in development.
Our growth strategy targets brands requiring enhanced digital infrastructure and AI-enabled operations, with revenue expansion supported by ongoing product development, direct outreach, and strategic channel partnerships.
On December 29, 2022, the Company entered into a software license agreement with Noise Comms Ltd. for the acquisition of a Unified Communications Platform which enables multi-party communications between brands and consumers in consideration of 20,000,000 shares of common stock valued at $258,000.
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On November 14, 2023, the Company agreed to acquire a marketplace provider in the spirits industry, a non-affiliated corporation based in Wyoming, under which the Company will issue, on a pro-rata basis, up to 12,550,000 shares of common stock based on the acquiree's reaching future milestones in exchange for 100% of the issued and outstanding shares of the acquiree making it a wholly owned subsidiary of the Company. The shares will remain in escrow with the Company until those milestones.
In January 2026, the Company commissioned the development of a proprietary multi-tenant platform combining AI-powered voice communications, CRM functionality, customer support tooling, and billing infrastructure within a single unified architecture..
On June 12, 2026, the Company entered into an Asset Purchase and Acquisition Agreement with Goldrange Resources Corp., a corporation incorporated under the laws of the Province of Ontario, Canada, pursuant to which the Company agreed to purchase a 49% undivided interest in Goldrange's rights in certain mining properties located in Tanzania, Africa, in consideration of 20,000,000 shares of the Company's common stock at a deemed value of US$0.50 per share. Full details are set out in the Company's Current Report on Form 8-K filed June 12, 2026.
We are still a small early-stage development company with minimal revenues and limited cash on hand. We have sustained losses since inception and have relied upon loans from directors and officers and the sale of our securities for funding. We have never declared bankruptcy, been in receivership, or been involved in any kind of legal proceeding.
Marketing, Advertising, and Promotion
We believe that our systems will become one of our most important assets. Our ability to successfully create brand awareness is dependent upon our ability to address the changing needs and priorities of each brand’s target customers. To that end, we plan to focus much of our marketing efforts to recruit partners. We will then apply our methodologies to better understand their customers and their needs and ensure we align our brand messages in the marketing, and the channels through which we deliver these messages, to the target customers.
Revenue
We have revenue of approximately $11,000 during year ended March 31, 2026 and revenue approximately $36,000 during year ended March 31, 2025.
Inventory
The Company does not currently have any inventory on hand.
Government Regulation
We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet and e-commerce. Existing and future laws and regulations may impede the growth of our Internet or e-commerce services. These regulations and laws may cover taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic contracts and other communications, consumer protection, the provision of e-commerce payment services, unencumbered Internet communications, consumer protection, the provision of e-commerce payment services, unencumbered Internet access to our services, the design and operation of websites and the characteristics and quality of products and services. It is not clear how certain existing laws governing issues such as property ownership, libel and personal privacy apply to the Internet and e-commerce. Unfavorable regulations and laws could diminish the demand for our products and services and increase our costs of doing business. In addition, we may be subject to international trade agreements, such as the North American Free Trade Agreement and the activities and regulations of the World Trade Organization. We believe that we are in conformity with all applicable laws in the United States and the Philippines. While we believe that our operations are in compliance with all applicable regulations, there can be no assurances that from time to time unintentional violations of such regulations will not occur.
Cost and Effects of Compliance with Environmental Laws
Compliance with federal, state and local provisions regulating the discharge of material into the environment or otherwise relating to the protection of the environment has not had a material effect upon our capital expenditures, earnings or competitive position. We believe the nature of our operations have little, if any, environmental impact. We therefore anticipate no material capital expenditures for environmental control facilities for our current fiscal year or for the near future. Our Employees We have no employees. Our sole officer and director furnishes their time to the development of our company at no cost. We do not foresee hiring any employees in the near future. We will engage independent contractors to help design and develop our website and marketing efforts.
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Acquisition Interest
As part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the management of the opportunity.
With respect to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.
We will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated with the Company’s attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.
As stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.
Investment Company Act 1940
Although we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an investment company and incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences. We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.
Intellectual Property
We are currently engaged in developing our own proprietary intellectual property.
Employees
We presently have no full time executive, operational or clerical staff.
Factors Effecting Future Performance
Rather than an operating business, our goal is to obtain debt and/or equity financing to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders.
Although there is no assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition or merger which will enable us to continue as a going concern. Any acquisition or merger will most likely be dilutive to our existing stockholders.
WHERE YOU CAN FIND MORE INFORMATION
You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available from the SEC website at www.sec.gov and on our corporate website at www.caroholdings.com.
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Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 1C. Cybersecurity
We have implemented cybersecurity risk management procedures, in accordance with our risk profile and business size. We rely on our information technology to operate our business. As such, we have policies and processes designed to protect our information technology systems, some of which are
We have designed our business applications to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination of monitoring and detection activities, use of anti-malware applications, and quality audits, among other processes. Cybersecurity oversight is the responsibility of
As of March 31, 2026, we have
Item 2. Properties
Our principal business and corporate address is 7 Castle Street, Sheffield, UK, S3 8LT; our telephone number is +1 (786) 755 3210. We plan to find offices for our programmers, sales teams and executive team in the near future.
Our corporate website is www.caroholdings.com.
Item 3. Legal Proceedings
We know of no material pending legal proceedings to which our company is a party or of which any of our properties, or the properties of our subsidiaries, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities. We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or has a material interest adverse to our company or our subsidiaries.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is quoted on the OTC Markets Group, Inc. over-the-counter marketplace.
Our shares are issued in registered form. ClearTrust, LLC, 16540 Pointe Village Drive, Suite 210, Lutz, Florida 33558 (Telephone: (813) 235-4490; Facsimile: (813) 388- 4549) is the registrar and transfer agent for our common shares.
On June 29th, 2026, the shareholders’ list showed 38 registered shareholders with 40,652,429 shares of common stock outstanding.
Dividend Policy
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend: 1. we would not be able to pay our debts as they become due in the usual course of business, or; 2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
Equity Compensation Plan Information
We do not have any equity compensation plans.
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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We did not sell any equity securities which were not registered under the Securities Act during the year ended March 31, 2026 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended March 31, 2026.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended March 31, 2026.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report. Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements for the year ended March 31, 2025, which are included herein. Our operating results for the year ended March 31, 2025, for the year ended March 31, 2024 and the changes between those periods for the respective items are summarized as follows:
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| March 31, |
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| Amount |
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| Percentage |
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Revenue |
| $ | 11,254 |
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| $ | 36,319 |
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| $ | (25,065 | ) |
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| -69 | % |
Operating expenses |
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| 293,538 |
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| 428,413 |
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| (134,875 | ) |
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| -31 | % |
Loss from operations |
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| (282,284 | ) |
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| (392,094 | ) |
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| 109,810 |
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| -28 | % |
Other expenses |
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| (125,513 | ) |
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| (300,862 | ) |
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| 175,349 |
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| -58 | % |
Net Loss |
| $ | (407,797 | ) |
| $ | (692,956 | ) |
| $ | 285,159 |
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| -41 | % |
Net loss decreased from $692,956 for the year ended March 31, 2025 to $407,797 for the year ended March 31, 2026 due to the decrease in operating expenses and other expenses.
During the year ended March 31, 2026 and 2025, we generated $11,254 and $36,319 in revenue, respectively.
Operating expenses decreased from $428,413 for the year ended March 31, 2025 to $293,538 for the year ended March 31, 2026, mainly due to decreases in professional fees and general and administrative expenses.
Other expenses decreased from $300,862 for the year ended March 31, 2025 to $125,513 for the year ended March 31, 2026, mainly due to a decrease in interest expense on convertible notes.
Liquidity and Financial Condition
Working Capital (Deficiency)
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| March 31, 2026 |
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| March 31, 2025 |
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Current Assets |
| $ | 262,757 |
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| $ | 256,104 |
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Current Liabilities |
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| 1,986,308 |
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| 1,600,408 |
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Working Capital (Deficiency) |
| $ | (1,723,551 | ) |
| $ | (1,344,304 | ) |
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Cash Flows |
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| March 31, |
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| 2025 |
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Cash used in Operating Activities |
| $ | (105,126 | ) |
| $ | (373,809 | ) |
Cash used in Investing Activities |
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| (8,080 | ) |
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| (12,056 | ) |
Cash provided by Financing Activities |
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| 111,603 |
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| 390,407 |
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Effects on changes in foreign exchange rate |
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| (11,940 | ) |
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| (10,770 | ) |
Net changes in cash during period |
| $ | (13,543 | ) |
| $ | (6,228 | ) |
Our total current assets as of March 31, 2026 were as $262,757 compared to total current assets of $256,104 as of March 31, 2025. The increase was primarily due to the increase in accounts receivable, convertible notes and promissory notes.
Our total current liabilities as of March 31, 2026 were $1,986,308 as compared to total current liabilities of $1,600,408 as of March 31, 2025. The increase was attributed by the increase in convertible notes and accrued liabilities.
Working capital deficiency increased from $1,344,304 as of March 31, 2025 to $1,723,551 as of March 31, 2026 mainly due to the increase in convertible notes, promissory notes, due to related parties and accounts payable and accrued liabilities.
The report of our auditors on our audited financial statements for the fiscal year ended March 31, 2026, contains a going concern qualification as we have suffered losses since our inception. We have no operating revenues. We have been dependent on sales of equity securities and debt financing to conduct operations. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan.
Operating Activities
For the year ended March 31, 2026, net cash used in operating activities was $105,126, related to our net loss of $407,797, partially offset by amortization of $36,856, loss on convertible notes of $54,200, and net changes in operating assets and liabilities of $211,615.
For the year ended March 31, 2025, net cash used in operating activities was $373,809 related to our net loss of $692,956, reduced by amortization of $36,856, loss on convertible notes of $265,000 and changes in operating assets and liabilities of $17,291.
Investing Activities
For the year ended March 31, 2026, net cash used in investing activities was $8,080, comprised of advancement on convertible loan receivable of $1,680 and advancement on promissory loan receivable of $6,400.
For the year ended March 31, 2025, net cash used in investing activities was $12,056, comprised of advancement on convertible loan receivable of $30,917 and advancement on promissory loan receivable of $12,056, offset by payment from convertible loan receivable of $30,917.
Financing Activities
For the year ended March 31, 2026, net cash provided by financing activities was $111,603 primarily from proceeds related to convertible notes of $81,300 and advancement from related party of $30,303.
For the year ended March 31, 2025, net cash provided by financing activities was $390,407 primarily from proceeds related to convertible notes of $397,500 offset by advancement to related party of $7,093.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
Basis of Presentation
The financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”).
Use of Estimates
In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates.
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Fair Value of Financial Instruments
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including accounts payable and accrued liabilities. are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 - | quoted prices in active markets for identical assets or liabilities |
Level 2 - | quoted prices for similar assets and liabilities in active markets or inputs that are observable |
Level 3 - | inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
Recently Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
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Item 8. Financial Statements and Supplementary Data
CARO HOLDINGS, INC. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
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Report of the Independent Registered Public Accounting Firm
To the shareholders and the board of directors of
Caro Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Caro Holdings, Inc as of March 31, 2026, and 2025, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended March 31, 2026, and 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2026, and 2025, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2026, and 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern as disclosed in Note 2 to the financial statement, the Company incurred a net loss of $407,797 and an accumulated deficit of $2,203,704. The continuation of the Company as a going concern is dependent upon continuing financial support from its stockholders and lenders. Management believes the existing shareholders or external fund providers will provide the additional cash to meet the Company’s obligations as they become due.
These factors raise substantial doubt about the Company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Going Concern Uncertainty – See also Going Concern Uncertainty explanatory paragraph above:
As described in Note 2 to the financial statements, the Company has operating losses. Furthermore, the company has generated limited revenue since the inception of business. The ability of the Company to continue as a going concern is dependent upon generating profitable business operation and obtaining additional working capital funding from the Management. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The procedures performed to address the matter included.
(i) | We inquired of executive officers, and key members of management, of the Company regarding factors that would have an impact on the Company’s ability to continue as a going concern, |
(ii) | We evaluated management’s plan for addressing the adverse effects of the conditions identified, including assessing the reasonableness of forecasted information and underlying assumptions by comparing to actual results of prior periods and actual results achieved to date, and utilizing our knowledge of the entity, its business and management in considering liquidity needs and the Company’s ability to generate sufficient cash flow, |
(iii) | We assessed the possibility of raising additional debt or credit, |
(iv) | We evaluated the completeness and accuracy of disclosures in the financial statements. |
/S/ Boladale Lawal
We have served as the Company’s auditor since 2025
July 15, 2026
| F-2 |
| Table of Contents |
CARO HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
|
| March 31, |
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| March 31, |
| ||
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| 2026 |
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| 2025 |
| ||
ASSETS |
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Current Assets |
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Cash |
| $ |
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| $ |
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Prepaid expense |
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Accounts receivable and other receivable |
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Promissory note receivable |
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Convertible note receivable |
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Interest receivable |
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Deferred business acquisition cost |
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Total Current Assets |
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Software, net |
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TOTAL ASSETS |
| $ |
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| $ |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Accounts payable and accrued liabilities |
| $ |
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| $ |
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Accrued interest payable |
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Due to related parties |
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Promissory notes payable |
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Convertible notes payable |
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Total Current Liabilities |
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TOTAL LIABILITIES |
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Stockholders' Deficit |
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Preferred stock: |
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Common stock: |
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Additional paid in capital |
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Accumulated deficit |
|
| ( | ) |
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| ( | ) |
Accumulated other comprehensive loss |
|
| ( | ) |
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| ( | ) |
Total Stockholders' Deficit |
|
| ( | ) |
|
| ( | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ |
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| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
CARO HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(AUDITED)
|
| For the Year Ended |
| |||||
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| March 31, |
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| 2026 |
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| 2025 |
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Revenues |
| $ |
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| $ |
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Operating Expenses |
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General and administration |
| $ |
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| $ |
| ||
Professional fees |
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Management consulting fees - related party |
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Amortization |
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Software and website development |
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Total operating expenses |
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Loss from operations |
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| ( | ) |
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| ( | ) |
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Other income (expense) |
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Interest expense |
|
| ( | ) |
|
| ( | ) |
Interest income |
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Foreign exchange gain |
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Total other expense |
|
| ( | ) |
|
| ( | ) |
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Net loss before taxes |
|
| ( | ) |
|
| ( | ) |
Provision for income taxes |
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| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
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Other comprehensive loss |
|
| ( | ) |
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| ( | ) |
Comprehensive Loss |
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| ( | ) |
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| ( | ) |
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Net Loss Per Common Share – Basic and Diluted |
| $ | ( | ) |
| $ | ( | ) |
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Weighted Average Common Shares Outstanding |
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The accompanying notes are an integral part of these consolidated financial statements
| F-4 |
| Table of Contents |
CARO HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEAR ENDED MARCH 31, 2026 AND 2025
(AUDITED)
|
| Common Stock |
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| Additional |
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| Accumulated Other |
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| Total |
| ||||||||||
|
| Number of Shares |
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| Amount |
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| Paid in Capital |
|
| Accumulated Deficit |
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| Comprehensive Loss |
|
| Stockholder's Deficit |
| ||||||
Balance - March 31, 2024 |
|
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| $ |
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| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |||
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Conversion of notes to common stock |
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Other comprehensive loss |
|
| - |
|
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|
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|
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|
|
| ( | ) |
|
| ( | ) | |||
Net loss |
|
| - |
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| ( | ) |
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| ( | ) | |||
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Balance - March 31, 2025 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |||
Other comprehensive loss |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Net loss |
|
| - |
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| ( | ) |
|
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| ( | ) | |||
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Balance - March 31, 2026 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |||
The accompanying notes are an integral part of these consolidated financial statements
| F-5 |
| Table of Contents |
CARO HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AUDITED)
|
| For the Year Ended |
| |||||
|
| March 31, |
| |||||
|
| 2026 |
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| 2025 |
| ||
|
|
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|
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| ||
Cash Flows from Operating Activities: |
|
|
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| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
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Amortization |
|
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| ||
Loss on convertible notes |
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Changes in operating assets and liabilities: |
|
|
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|
|
|
|
Interest receivable |
|
| ( | ) |
|
| ( | ) |
Other receivable |
|
| ( | ) |
|
| ( | ) |
Prepaid expenses |
|
| ( | ) |
|
|
| |
Accounts payable and accrued liabilities |
|
|
|
|
| ( | ) | |
Accrued interest payable |
|
|
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|
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| ||
Net Cash Used in Operating Activities |
|
| ( | ) |
|
| ( | ) |
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Cash Flows from Investing Activities: |
|
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Payment from convertible loan receivable |
|
|
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|
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| ||
Advancement on convertible loan receivable |
|
| ( | ) |
|
| ( | ) |
Advancement on promissory loan receivable |
|
| ( | ) |
|
| ( | ) |
Net Cash Used in Investing Activities |
|
| ( | ) |
|
| ( | ) |
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Cash Flows from Financing Activities: |
|
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|
Proceeds from issuance of convertible notes |
|
|
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|
|
| ||
Advancement to related party |
|
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| ( | ) | |
Advancement from related party |
|
|
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| ||
Net Cash Provided by Financing Activities |
|
|
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| ||
|
|
|
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|
|
Effects on changes in foreign exchange rate |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Net Changes in Cash |
|
| ( | ) |
|
| ( | ) |
Cash, beginning of period |
|
|
|
|
|
| ||
Cash, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental Disclosure Information: |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ |
|
| $ |
| ||
Cash paid for taxes |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Non-Cash Investing and Financing Activities: |
|
|
|
|
|
|
|
|
Issuance of common stock for conversion of convertible note |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these audited consolidated financial statements
| F-6 |
| Table of Contents |
CARO HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(AUDITED)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Caro Holdings Inc. (the “Company”) was incorporated on March 29, 2016 in the State of Nevada. Initially the Company engaged in the subscription box business with a focus on offering sock subscriptions to our customers. Our subscription box was a package of a pair of socks sent directly to a customer on a recurring basis. The Company was controlled and operated by Rozh Caroro from inception till April of 2022.
Effective April 28, 2022, Rozh Caroro, the previous sole director, CEO and majority shareholder of the Company, entered into a stock purchase agreement and sold controlling interest of the Company to Christopher McEachnie. Rozh Caroro resigned her positions with the Company and Christopher McEachnie was appointed as Chief Executive Officer, Treasurer and Secretary, and sole Director of the Company. His job was to increase shareholder value by looking for opportunities in the digital space.
Mr. McEachnie began to seek experienced operators to assist in the development of the company. On September 21, 2022, the Company incorporated a subsidiary Caro Holdings International Ltd. and appointed Meriesha Rennalls to streamline operations, hire employees, consultants and contractors including the development of a software and ecommerce platform. Between September 2022 and December 2023, the Company produced a platform that can be used for a variety of businesses including B2B, B2C and D2C. The core product is now complete and the company is soliciting clients in multiple industries. The subsidiary will continue to modify and enhance the ecommerce software for its chosen vertical markets and will allow those community to sell, market and distribute their products. The Company intends to create subsidiaries in markets where it perceives a significant sales opportunity.
Effective December 31, 2022, the Company issued
Prior to September 2022, we were an early-stage company and our activities had been limited to the to the formation of our business strategy and the raising of funds to support our mission.
The Company is now engaged in the deployment of our B2B, B2C and Direct to Consumer (D2C) systems and methodologies where we target specific vertical markets. We look for small to mid-size brands that have a strong brick-and-mortar presence and have a desire to increase their digital presence.
NOTE 2 – GOING CONCERN UNCERTAINTY
As reflected in the accompanying financial statements, the Company has an accumulated deficit of $
Management believes that the current actions to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year end is March 31.
Basis of Consolidation
These consolidated financial statements include the accounts of the Company and the wholly-owned subsidiary Caro Holdings International, Ltd. All material intercompany balances and transactions have been eliminated.
| F-7 |
| Table of Contents |
Foreign Currency Translations
The Company’s functional and reporting currency is the U.S. dollar. Caro Holdings International, Ltd.’s functional currency is the Great British Pounds (GBP). All transactions initiated in GBP are translated into U.S. dollars in accordance with ASC 830-30, “Translation of Financial Statements,” as follows:
| 1) | Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. |
| 2) | Equity at historical rates. |
| 3) | Revenue and expense items at the average rate of exchange prevailing during the period. |
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). Gains and losses from foreign currency transactions are included in earnings in the period of settlement.
|
| Year Ended |
| |||||
|
| March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Spot GBP: USD exchange rate |
|
|
|
|
|
| ||
Average GBP: USD exchange rate |
|
|
|
|
|
| ||
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue from the sale of products and services in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
The Company’s revenue derives from monthly fee from online ecommerce service where users can sign up and setup their own online shops.
Intangible Assets
The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”
ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 5)
Related Parties
We follow ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (Note 10)
| F-8 |
| Table of Contents |
Fair Value of Financial Instruments
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including accounts payable and accrued liabilities. are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 - | quoted prices in active markets for identical assets or liabilities |
Level 2 - | quoted prices for similar assets and liabilities in active markets or inputs that are observable |
Level 3 - | inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
Convertible Note
The Company follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives. The Company records each convertible note as a liability at the fixed monetary amount by measuring and recording a premium, as applicable, on the note issuance date with a charge to interest expense in the accompanying consolidated statements of operations and comprehensive loss.
Software Development
The Company accounts for all software purchased and software development costs in accordance with FASB ASC 985-20 “Software”. Accordingly, all costs incurred prior to establishing technological feasibility are expensed and software purchased or developed with established technological feasibility are capitalized. Software purchased is recorded at cost and depreciated using the straight-line method upon implementation with an estimated useful life of seven years.
As of March 31, 2026, purchased software of $
Web Development Cost
In accordance with FASB ASC 350-50 “Web Development Costs”, all costs incurred during the website planning stage are incurred. During the website application and infrastructure development stage, software tool costs and internet domain costs are capitalized, and website hosting costs are expensed. Cost incurred in the graphics development, content development and operating stage are generally expensed unless the costs are software related and should then be capitalized.
Net Income (Loss) per Share
The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company.
For the year ended March 31, 2026 and 2025, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.
|
| March 31, |
|
| March 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
| (Shares) |
|
| (Shares) |
| ||
Convertible notes payable |
|
|
|
|
|
| ||
| F-9 |
| Table of Contents |
Recent accounting pronouncements
We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our financial statements or disclosures upon adoption.
Recently adopted accounting standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-09 has not had a material effect on the Company’s statements and disclosures.
In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The adoption of ASU 2025-05 has not had a material effect on the Company’s statements and disclosures.
NOTE 4 – DEFERRED BUSINESS ACQUISITION COST
On November 14, 2023,
On November 17, 2023, the Company issued
| · | Upon acquiree’s achieving $ |
|
|
|
| · | Upon acquiree’s achieving $ |
|
|
|
| · | Upon acquiree’s achieving $ |
As of March 31, 2026, the business acquisition has not been completed. The acquisition is expected to be completed during the quarter ended September 30, 2026.
NOTE 5 – INTANGIBLE ASSETS PURCHASE
On December 29, 2022, the Company entered into a software purchase agreement with Noise Comms Ltd. for the acquisition of software for a Unified Communications Platform which enables multi-party communications between brands and consumers in consideration of
| F-10 |
| Table of Contents |
The software is amortized over estimated useful life of seven years following launch of the service commenced from the 4th quarter of fiscal year 2023 (three months ended March 31, 2024). During the year ended March 31, 2026 and 2025, the amortization expense was $
|
| Amortization |
| |
Year Ended March 31, |
| Expense |
| |
2027 |
| $ |
| |
2028 |
|
|
| |
2029 |
|
|
| |
2030 |
|
|
| |
2031 |
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NOTE 6 – PROMISSORY NOTE RECEIVABLE
On March 20, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $
On June 1, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable. The loan bears interest at
On September 14, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $
On November 30, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $
As of March 31, 2026 and March 31, 2025, the total promissory loan receivable was $
NOTE 7 – CONVERTIBLE NOTE RECEIVABLE
On March 14, 2024, the Company signed an agreement with an unaffiliated company for a convertible loan receivable amount of $
On February 11, 2025, the Company signed an agreement with an unaffiliated company for a convertible loan receivable amount of $
On July 1, 2025, the Company signed an agreement with an unaffiliated company for a convertible loan receivable amount up to of $
| F-11 |
| Table of Contents |
As of March 31, 2026 and March 31, 2025, the total convertible loan receivable was $
NOTE 8 – PROMISSORY NOTES PAYABLE
On October 9, 2022, the Company issued a $
On April 3, 2023, the Company issued a $
As of March 31, 2026 and March 31, 2025, the total promissory note payable was $
NOTE 9 – CONVERTIBLE NOTES PAYABLE
As of March 31, 2026 and March 31, 2025, the total principal balance of the convertible notes payable was $
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The terms of the convertible notes are summarized as follows:
| · | Bears interest at |
| · | Matures six months from the issuance date |
| · |
| F-12 |
| Table of Contents |
During the year ended March 31, 2026 and 2025, debt premium of $
During the year ended March 31, 2026 and 2025, interest expense of $
NOTE 10 – RELATED PARTY TRANSACTIONS
During the year ended March 31, 2026 and 2025, the Company incurred $
As of March 31, 2026 and March 31, 2025, there was $
NOTE 11 – EQUITY
Authorized Stock
The Company’s authorized common stock consists of
Common Stock
As of March 31, 2026 and March 31, 2025, the issued and outstanding common stock was
NOTE 12 – INCOME TAXES
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of March 31, 2026 and 2025, are as follows:
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| 2026 |
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| 2025 |
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Net operating loss carryforward |
| $ | ( | ) |
| $ | ( | ) |
Tax Rate |
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Deferred tax asset |
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Less: Valuation allowance |
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Deferred tax asset |
| $ |
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As of March 31, 2026, the Company had approximately $
| F-13 |
| Table of Contents |
NOTE 13 – SEGMENT REPORTING
Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: B2B, B2C and D2C Business. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.
The accounting policies of the B2B, B2C and D2C segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the Saas segment based on the Company’s net loss as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.
The CODM reviews performance based on gross profit, operating profit and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue from its 80% owned subsidiary outside of Great Britain.
NOTE 14 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to March 31, 2026 to the date these financial statements were issued and has determined that it has the following material subsequent events:
On April 14, 2026, the Company issued
On May 21, 2026, the Company issued
On June 1, 2026, the Company issued an aggregate of
On June 9, 2026, the Company entered into an Asset Purchase and Acquisition Agreement with Goldrange Resources Corp., a corporation incorporated under the laws of the Province of Ontario, Canada ("Goldrange"), pursuant to which
| F-14 |
| Table of Contents |
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.
The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our chief executive officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as of March 31, 2026 and 2025 were ineffective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no material changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting during the years ended March 31, 2026 and 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
| 10 |
| Table of Contents |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended March 31, 2026. We believe that internal control over financial reporting is not effective. We have identified current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations. The Company has inadequate segregation of duties and ineffective risk assessment, and insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. This is caused by a very limited number of personnel.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
Changes in Internal Control Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal year ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Not applicable.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company Directors and Executive Officers
The following table sets forth the names, ages, and positions with us for each of our directors and officers as of June 29, 2026:
Name |
| Age |
| Position |
| Since |
Meriesha Rennalls |
| 42 |
| Chief Operating Officer, President, Director and Secretary |
| September 2022 |
Meriesha Rennalls |
| 42 |
| Chief Executive Officer (Interim) |
| September 2022 |
| (1) | Christopher McEachnie resigned his positions as Chief Executive Officer, Director and all other officer roles effective January 6, 2026. Upon his resignation, Meriesha Rennalls was appointed interim Chief Executive Officer and Director, while retaining her existing roles as Chief Operating Officer and Secretary. |
Meriesha Rennalls - Ms. Rennalls has over 20 years of expertise across telecommunications, technology and digital operations. She is an experienced operational executive with broad-based knowledge gained across telephony carriers including KCOM, Verizon and BT/Openreach. Ms. Rennalls has extensive background in commercial infrastructure, AI-enabled operations, and digital platform development across B2B and B2C environments. She has served as Chief Operating Officer of the Company since September 2022 and was appointed interim Chief Executive Officer and Director effective January 6, 2026.
Audit Committee
The Company does not presently have an Audit Committee and the entire Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint an Audit Committee.
| 11 |
| Table of Contents |
In lieu of an Audit Committee the Board is empowered to make such examinations as are necessary to monitor the corporate financial reporting and the external audits of the Company, to provide to the Board of Directors (the “Board”) the results of its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made, in internal control, to nominate independent auditors, and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention.
Compensation Committee
The Company does not presently have a Compensation Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee.
The Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Company, including stock compensation, and bonus compensation to all employees.
Nominating Committee
The Company does not have a Nominating Committee and the Board acts in such capacity.
Code of Conduct and Ethics
Our board of directors has adopted a code of business conduct and ethics applicable to our directors, officers and employees, in accordance with applicable federal securities laws and the FINRA Rules.
Indemnification of Executive Officers and Directors
Our articles provide to the fullest extent permitted by Nevada law, that our directors or officers shall not be personally liable to the Company or our stockholders for damages for breach of such directors or officers fiduciary duty. The effect of this provision of our articles is to eliminate our rights and the rights of our stockholders (through stockholders’ derivative suits on behalf of the Company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our articles are necessary to attract and retain qualified persons as directors and officers.
Nevada corporate law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.
Item 11. Executive Compensation
Executive compensation during the years ended March 31, 2026 was as follows:
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Name and Principal Position |
| Year |
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Christopher McEachnie (1) President |
| 2025 |
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| - |
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| - |
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| - |
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CEO, CFO, Treasurer and Director |
| 2026 |
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| - |
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| - |
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| - |
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| - |
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| - |
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Meriesha Rennalls, President |
| 2025 |
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| - |
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| - |
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| - |
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COO, Secretary and Director |
| 2026 |
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| - |
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| (2) | Christopher McEachnie resigned his positions as Chief Executive Officer, Director and all other officer roles effective January 6, 2026. Upon his resignation, Meriesha Rennalls was appointed interim Chief Executive Officer and Director, while retaining her existing roles as Chief Operating Officer and Secretary. |
| 12 |
| Table of Contents |
Employment Agreement
We do not have any employment agreements with our officers.
Stock Option Plan
We do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities.
Employee Pension, Profit Sharing or other Retirement Plans
We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.
Director’s Compensation
At present we do not pay our directors for attending meetings of our Board of Directors, although we expect to adopt a director compensation policy by the end of the current year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth as of June 30, 2026 the number and percentage of the outstanding shares of common stock, which, according to the information available to us, were beneficially owned by:
(i) | each person who is currently a director, |
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(ii) | each executive officer, |
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(iii) | all current directors and executive officers as a group, and |
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(iv) | each person who is known by us to own beneficially more than 5% of our outstanding common stock. |
Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.
Name and Address of Beneficial Owner |
| Number of Common Shares Beneficial Owned |
|
| Percent of Class |
| ||
Noise Comms Limited (1) 32 Eyre Street, Sheffield, UK S3 8LT |
|
| 19,349,000 |
|
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| 31.90 | % |
Gentleman's Craft Management Trust 30 N Gould St, Ste R, Sheridan WY 82801 |
|
| 12,500,000 |
|
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| 20.61 | % |
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| 31,849,000 |
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| 52.51 | % |
(1) | The COO and Director of the Company is the sole shareholder, COO and director of Noise Comms Ltd. |
| 13 |
| Table of Contents |
Item 13. Certain Relationships and Related Transactions Employee Benefit Plans
We have no employee benefit plans or stock option plans.
Item 14. Principal Accountant Fees and Services.
The aggregate fees billed for the most recently completed fiscal year ended March 31, 2026 and for fiscal year ended March 31, 2025 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-K and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
|
| Year Ended |
| |||||
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| March 31, 2026 |
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| March 31, 2025 |
| ||
Audit Fees |
| $ | 18,300 |
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| $ | 18,000 |
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Audit Related Fees |
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| - |
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| - |
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Tax Fees |
|
| - |
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| - |
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All Other Fees |
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| - |
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| - |
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Total |
| $ | 18,300 |
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| $ | 18,000 |
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Pre-Approval Policy |
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Our Board as a whole pre-approved all services provided by accountants, for any non-audit or non-audit related services and the Board must conclude that such services are compatible with their independence as our auditors.
| 14 |
| Table of Contents |
PART IV
Item 15. Exhibits.
EXHIBITS:
Exhibit Number |
| Description of Exhibits |
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| Certification by the Principal Executive Officer | |
|
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| Certification by the Principal Executive Officer |
| 15 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized on the 29th day of June 2026.
| CARO HOLDINGS INC. | |||
| By: | /s/ Meriesha Rennalls | ||
|
| Meriesha Rennalls | |
(Principal Executive Officer, Director) | |||
In accordance with the requirements of the Securities and Exchange Act of 1934, this amended report has been signed by the following persons on behalf of the Registrant and in the capacities indicated and on the dates stated.
| /s/ Meriesha Rennalls | Dated: July 15, 2026 | ||
| Meriesha Rennalls | |||
Principal Executive Officer, Director |
|
| 16 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Meriesha Rennalls, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Caro Holdings Inc.; | |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
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| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15 (f)) for the registrant and have: | |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
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| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: July 15, 2026
| /s/ Meriesha Rennalls |
|
| Meriesha Rennalls Chief Executive Officer (Principal Executive Officer) |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Meriesha Rennalls, Chief Executive Officer of Caro Holdings Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the annual report on Form 10-K of Caro Holdings Inc. for the period ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Caro Holdings Inc. |
Dated: July 15, 2026
| /s/ Meriesha Rennalls |
|
| Meriesha Rennalls Chief Executive Officer (Principal Executive Officer) |
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Caro Holdings Inc. and will be retained by Caro Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.