Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 333-212268

CARO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada		93-2109546
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

7 Castle Street, Sheffield, UK		S3 8LT
(Address of principal executive offices)		(Zip Code)

(786) 755-3210

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☐ NO

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 ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. 37,175,808 shares of common stock issued and outstanding as of February 11, 2025

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3

	Item 1. Financial Statements	3
	Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation	13
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	17
	Item 4. Controls and Procedures	17

PART II - OTHER INFORMATION		18

	Item 1. Legal Proceedings	18
	Item 1A. Risk Factors	18
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
	Item 3. Defaults Upon Senior Securities	18
	Item 4. Mine Safety Disclosures	18
	Item 5. Other Information	18
	Item 6. Exhibits	18
SIGNATURES		19

Table of Contents

PART I - FINANCIAL INFORMATION

CARO HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

	December 31,			March 31,
	2024			2024
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	24,956		$	20,794
Prepaid expense		-			105
Accounts receivable and other receivable		7,385			9
Promissory note receivable		56,010			43,954
Convertible note receivable		5,000			5,000
Interest receivable		4,545			1,959
Deferred business acquisition cost		161,895			161,895
Total Current Assets		259,791			233,716

Software, net		221,144			248,786

TOTAL ASSETS	$	480,935		$	482,502

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	56,231		$	81,559
Accrued interest payable		74,035			37,884
Due to related parties		63,550			63,360
Promissory notes payable		28,900			28,900
Convertible notes payable		1,065,502			735,332
Total Current Liabilities		1,288,218			947,035

TOTAL LIABILITIES		1,288,218			947,035

Stockholders' Deficit
Preferred stock: 75,000,000 authorized; $0.00001 par value. No shares issued and outstanding		-			-
Common stock: 75,000,000 authorized; $0.00001 par value. 37,175,808 shares and 36,505,000 shares issued and outstanding, respectively		372			365
Additional paid in capital		679,491			645,958
Accumulated deficit		(1,484,733	)		(1,102,951	)
Accumulated other comprehensive loss		(2,413	)		(7,905	)
Total Stockholders' Deficit		(807,283	)		(464,533	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	480,935		$	482,502

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

CARO HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	December 31,						December 31,
	2024			2023			2024			2023

Revenues	$	4,407		$	521		$	28,850		$	521

Operating Expenses
General and administration	$	101,041		$	6,184		$	150,404		$	14,411
Professional fees		27,480			45,311			39,841			94,213
Management consulting fees - related party		1,208			7,495			8,832			17,487
Amortization		9,214			-			27,642			-
Software and website development		-			18,879			-			129,740
Total operating expenses		138,943			77,869			226,719			255,851

Loss from operations		(134,536	)		(77,348	)		(197,869	)		(255,330	)

Other income (expense)
Interest expense		(109,390	)		(47,450	)		(182,362	)		(192,455	)
Interest income		973			701			2,586			1,219
Foreign exchange gain (loss)		(24,246	)		8,209			(4,137	)		3,046
Total other expense		(132,663	)		(38,540	)		(183,913	)		(188,190	)

Net loss before taxes		(267,199	)		(115,888	)		(381,782	)		(443,520	)
Provision for income taxes		-			-			-			-
Net loss	$	(267,199	)		(115,888	)	$	(381,782	)	$	(443,520	)

Other comprehensive income (loss)		23,825			(12,007	)		5,492			(6,386	)
Comprehensive Loss		(243,374	)		(127,895	)		(376,290	)		(449,906	)

Net Loss Per Common Share – Basic and Diluted	$	(0.01	)		(0.00	)	$	(0.01	)	$	(0.01	)

Weighted Average Common Shares Outstanding		37,175,808			30,019,674			36,823,044			42,394,348

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Table of Contents

CARO HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED)

Nine Months Ended December 31, 2024

	Common Stock				Additional					Accumulated Other			Total
	Number of Shares		Amount		Paid in Capital		Accumulated Deficit			Comprehensive Loss			Stockholder's Deficit
Balance - March 31, 2024		36,505,000	$	365	$	645,958	$	(1,102,951	)	$	(7,905	)	$	(464,533	)

Other comprehensive loss		-		-		-		-			(248	)		(248	)
Net loss		-		-		-		(46,428	)		-			(46,428	)
Balance - June 30, 2024		36,505,000	$	365	$	645,958	$	(1,149,379	)	$	(8,153	)	$	(511,209	)

Conversion of notes to common stock		670,808		7		33,533		-			-			33,540
Other comprehensive loss		-		-		-		-			(18,085	)		(18,085	)
Net loss		-		-		-		(68,155	)		-			(68,155	)
Balance - September 30, 2024		37,175,808	$	372	$	679,491	$	(1,217,534	)	$	(26,238	)	$	(563,909	)

Other comprehensive income		-		-		-		-			23,825			23,825
Net loss		-		-		-		(267,199	)		-			(267,199	)
Balance - December 31, 2024		37,175,808	$	372	$	679,491	$	(1,484,733	)	$	(2,413	)	$	(807,283	)

Nine Months Ended December 31, 2023

	Common Stock						Additional					Accumulated Other			Total
	Number of Shares			Amount			Paid in Capital		Accumulated Deficit			Comprehensive Loss			Stockholder's Deficit
Balance - March 31, 2023		60,000,000		$	600		$	442,828	$	(563,910	)	$	(4,280	)	$	(124,762	)

Other comprehensive loss		-			-			-		-			(4,650	)		(4,650	)
Net loss		-			-			-		(146,246	)		-			(146,246	)
Balance - June 30, 2023		60,000,000		$	600		$	442,828	$	(710,156	)	$	(8,930	)	$	(275,658	)

Cancellation of common stock from related party		(36,865,000	)		(369	)		369		-			-			-
Issuance of common stock for conversion of convertible note		600,000			6			29,994		-			-			30,000
Other comprehensive income		-			-			-		-			10,271			10,271
Net loss		-			-			-		(181,386	)		-			(181,386	)
Balance - September 30, 2023		23,735,000		$	237		$	473,191	$	(891,542	)	$	1,341		$	(416,773	)

Issuance of common stock for conversion of convertible note		220,000			2			10,998		-			-			11,000
Issuance of common stock for deferred business acquisition cost		12,550,000			126			161,769		-			-			161,895
Other comprehensive loss		-			-			-		-			(12,007	)		(12,007	)
Net loss		-			-			-		(115,888	)		-			(115,888	)
Balance - December 31, 2023		36,505,000		$	365		$	645,958	$	(1,007,430	)	$	(10,666	)	$	(371,773	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Table of Contents

CARO HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended
	December 31,
	2024			2023

Cash Flows from Operating Activities:
Net loss	$	(381,783	)	$	(443,520	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		27,642			-
Loss on convertible notes		145,000			170,200
Changes in operating assets and liabilities:
Interest receivable		(2,586	)		(1,219	)
Other receivable		(5,887	)		(315	)
Prepaid expenses		105
Accounts payable and accrued liabilities		(25,249	)		30,352
Accrued interest payable		37,358			22,257
Management salary payable		-			10,045
Net Cash Used in Operating Activities		(205,400	)		(212,201	)

Cash Flows from Investing Activities:
Advancement on promissory loan receivable		(12,056	)		(41,054	)
Net Cash Used in Investing Activities		(12,056	)		(41,054	)

Cash Flows from Financing Activities:
Proceeds from issuance of promissory note		-			3,900
Proceeds from issuance of convertible notes		217,500			255,300
Net Cash Provided by Financing Activities		217,500			259,200

Effects on changes in foreign exchange rate		4,118			(5,722	)

Net Changes in Cash		4,162			224
Cash, beginning of period		20,794			2,279
Cash, end of period	$	24,956		$	2,503

Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Non-Cash Investing and Financing Activities:
Cancellation of common stock from related party	$	-		$	369
Issuance of common stock for conversion of convertible note	$	33,540		$	41,000
Issuance of common stock for deferred business acquisition cost	$	-		$	161,895

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Table of Contents

CARO HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

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 20,000,000 shares to Noise Comms Limited and subsequently the 36,795,000 shares were returned to Treasury and were cancelled, such that indirectly Meriesha Rennalls now holds approximately 53% of the issued and outstanding shares of Common Stock of the Company, and as such she is able to control the election of our board of directors, approve all matters upon which shareholder approval is required and, ultimately, the direction of our Company.

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 $1,484,733, and a net loss of $381,782 for the nine months ended December 31, 2024. The Company started to generate revenues of $28,850 during the nine months ended December 31, 2024. These factors among others raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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 unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2024 included in the Company’s Annual Report on Form 10-K as filed with the SEC on July 1, 2024.

Basis of Consolidation

These unaudited interim 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.

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.

	Nine Months Ended		Nine Months Ended
	December 31,		December 31,
	2024		2023
Spot GBP: USD exchange rate		1.2530		1.2730
Average GBP: USD exchange rate		1.2812		1.2534

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)

Table of Contents

Related Parties

We follow ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (Note 10)

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 December 31, 2024, purchased software of $258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization.

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.

Table of Contents

For the nine months ended December 31, 2024 and 2023, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

	December 31,		December 31,
	2024		2023
	(Shares)		(Shares)
Convertible notes payable		346,598		651,166

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.

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. We are currently evaluating the impact this update will have on our unaudited condensed consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our unaudited condensed consolidated financial statements and disclosures.

NOTE 4 – DEFERRED BUSINESS ACQUISITION COST

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.

On November 17, 2023, the Company issued 12,550,000 shares of common stock at $0.0129 deemed share price (based on the latest arm-length share transaction price in April 2022) valued at $161,895 into an escrow account. The future release of the common stock will depend on the acquiree’s reaching the following milestones:

	·	Upon acquiree’s achieving $250,000 in net revenue, 25% (3,137,500 shares) of the common stock held in escrow will be released to the acquiree’s shareholders.

	·	Upon acquiree’s achieving $500,000 in net revenue, 25% (3,137,500 shares) of common stock held in escrow will be released to the acquiree’s shareholders.

	·	Upon acquiree’s achieving $1,000,000 in net revenue, 50% (6,275,000 shares) of common stock held in escrow will be released to the acquiree’s shareholders.

As of December 31, 2024, the business acquisition has not been completed. The acquisition is expected to be completed during the quarter ended June 30, 2025.

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 20,000,000 shares of common stock. For the last six years, the director and COO of the Company has been operating Noise Comms Ltd and is the sole shareholder, COO and director. On January 9, 2023, the Company issued 20,000,000 shares of common stock at $0.0129 deemed share price (based on the latest arm-length share transaction price in April 2022) to Noise Comms Ltd. for the acquisition of the software valued at $258,000.

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 nine months ended December 31, 2024, the amortization expense was $27,642. As of December 31, 2024 and March 31, 2024, the intangible asset was $221,144 and $248,786, respectively. Based on the carrying value of finite-lived intangible assets as of December 31, 2024, the amortization expense for the next seven years will be as follows:

	Amortization
Year Ended March 31,	Expense
2025 (excluding nine months ended December 31, 2024)	$	9,215
2026		36,857
2027		36,857
2028		36,857
2029		36,857
Thereafter		64,500
	$	221,144

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 $15,000.The loan bears interest at 8% per annum and has a six month term. During the year ended March 31, 2024, the Company issued $5,000 in loan receivable to the unaffiliate. As of December 31, 2024 and March 31, 2024, the loan receivable was $11,000 and $11,000, respectively. As of December 31, 2024 and March 31, 2024, the loan interest receivable was $1,509 and $846, respectively

On June 1, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable. The loan bears interest at 8% per annum and has a six month term. During the year ended March 31, 2024, the Company issued $6,554 in loan receivable to the unaffiliate and made $3,100 repayment. During the nine months ended December 31, 2024, the Company issued $12,056 in loan receivable. As of December 31, 2024 and March 31, 2023, the loan receivable was $15,510 and $0, respectively. As of December 31, 2024 and. March 31, 2024, the loan interest receivable was $638 and $221, respectively.

On September 14, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $20,000. The loan bears interest at 8% per annum and has a six month term. During the year ended March 31, 2024, the Company issued $20,000 in loan receivable to the unaffiliate. As of December 31, 2024 and March 31, 2024, the loan receivable was $20,000 and $20,000, respectively. As of December 31, 2024 and March 31, 2024, the loan interest receivable was $2,078 and $872, respectively.

On November 30, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $9,500. The loan is non-interest bearing and has a six month term. During the year ended March 31, 2024, the Company issued $9,500 in loan receivable to the unaffiliate. As of December 31, 2024 and March 31, 2024, the loan receivable was $9,500 and $9,500, respectively.

As of December 31, 2024 and March 31, 2024, the total loan receivable was $56,010 and $43,954 respectively. As of December 31, 2024 and March 31, 2024, total loan interest receivable was $4,225 and $1,940, respectively.

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 $5,000. The loan bears interest at 8% per annum and has a two-month term. The Company may convert the outstanding amount of the loan, including accrued interest, into shares of the unaffiliated company at a valuation of $500,000 minus any outstanding debt at the time of conversion. As of December 31, 2024 and March 31, 2024, the total loan receivable was $5,000 and $5,000, respectively. As of December 31, 2024 and March 31, 2024, the loan interest receivable was $320 and $19, respectively.

NOTE 8 – PROMISSORY NOTES PAYABLE

On October 9, 2022, the Company issued a $25,000 promissory note to an unaffiliated party. The note bears interest at 8% per annum and matures in six months from the issuance date.

On April 3, 2023, the Company issued a $3,900 promissory note to an unaffiliated party. The note bears interest at 8% per annum and matures in six months from the issuance date.

As of December 31, 2024 and March 31, 2024, the promissory note payable was $28,900 and $28,900, respectively. As of December 31, 2024 and March 31, 2024, the accrued interest payable was $4,993 and 3,251, respectively.

Table of Contents

NOTE 9 – CONVERTIBLE NOTES PAYABLE

As of December 31, 2024 and March 31, 2024, the total principal balance of the convertible notes payable was $1,065,500 and $735,333, respectively.

	December 31,		March 31,
	2024		2024
October 2022	$	-	$	32,333
November 2022		110,000		110,000
February 2023		83,333		83,333
April 2023		50,000		50,000
May 2023		33,333		33,333
July 2023		125,000		125,000
August 2023		38,333		38,333
September 2023		83,333		83,333
November 2023		62,167		62,167
December 203		33,333		33,333
February 2024		40,000		40,000
March 2024		44,167		44,167
May 2024		16,667		-
June 2024		16,667		-
July 2024		16,667		-
August 2024		25,000		-
September 2024		49,167		-
October 2024		13,333		-
November 2024		100,000		-
December 2024		125,000		-
	$	1,065,500	$	735,333

The terms of the convertible notes are summarized as follows:

	·	Bears interest at 10% per annum
	·	Matures six months from the issuance date
	·	Convertible at 60% of the average VWAP of the Company’s’ stock during the previous 15 trading days prior to conversion

During the nine months ended December 31, 2024 and 2023, debt premium of $145,000 and $170,200 was recognized as a loss on convertible note and charged to interest expense.

During the nine months ended December 31, 2024 and 2023, interest expense of $180,617 (including $145,000 loss on convertible notes charged to interest expense as described above) and $190,728 (including $170,200 loss on convertible notes charged to interest expense as described above) was incurred on convertible notes, respectively. During the nine months ended December 31, 2024, the Company issued 670,808 shares of common stock for the repayment of convertible note principal amount of $32,330 and accrued interest of $1,207. As of December 31, 2024 and March 31, 2024, accrued interest payable on convertible notes was $69,042 and $34,633, respectively.

NOTE 10 – RELATED PARTY TRANSACTIONS

During the nine months ended December 31, 2024 and 2023, the Company incurred $8,832 and $17,487 management consulting fees to the director and Chief Operating Officer (“COO”) of the Company, respectively. As of December 31, 2024 and March 31, 2024, the amount due to the director and COO of the Company was $13,204 and $10,944, respectively.

As of December 31, 2024 and March 31, 2024, there was $63,550 and $63,360 due to the current directors of the Company, respectively.

NOTE 11 – EQUITY

Authorized Stock

The Company’s authorized common stock consists of 75,000,000 shares at $0.00001 par value.

Common Stock

During the nine months ended December 31, 2024, the Company issued 670,808 shares of common stock for the repayment of convertible note principal amount of $32,330 and accrued interest of $1,207.

As of December 31, 2024 and March 31, 2024, the issued and outstanding common stock was 37,175,808 and 36,505,000 shares, respectively.

NOTE 12 – SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to December 31, 2024 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly 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 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 unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly 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 quarterly report.

In this quarterly 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 quarterly report, the terms “we”, “us”, “our” and “our company” mean Caro Holdings Inc., unless otherwise indicated.

General Overview

Our History

Our company was incorporated on March 29, 2016 in the State of Nevada. Initially we 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.

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 20,000,000 shares to Noise Comms Limited and subsequently the 36,795,000 shares were returned to Treasury and were cancelled, such that indirectly Meriesha Rennalls now holds approximately 53% of the issued and outstanding shares of Common Stock of the Company, and as such she is able to control the election of our board of directors, approve all matters upon which shareholder approval is required and, ultimately, the direction of our Company.

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.

Our Current Business

We are 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.

Our D2C system is a fully integrated 360° platform that allows marketing, analytics and e-commerce functionality wrapped around an industry-specific directory listing platform. The analytical data provides insight from multiple channels to facilitate successful marketing decisions based on a client’s entire business performance.

Table of Contents

Based on these analytics, the system can immediately deploy personalization and optimization independently, and enhance understanding of how customer interactions vary across different regions. Furthermore, our infrastructure is designed to take advantage of growth opportunities with minimal additional costs.

Since September 2022, the company has been actively engaged in soliciting and identifying clients in across a broad spectrum of industries. It has also been engaged in several marketing activities to attract partners, clients and beta testers who are providing valuable feedback in order for us to ensure our system meets their needs and expectations.

The Company is also looking to provide its marketplace platform to the pet care and spirit industries in the United States and the United Kingdom. The Company is also engaging in a full array of marketing activities including social media, attending trade shows and fairs, online conferences, and utilizing identified experts in affiliate marketing, pay-per-click, organic, search, engine, optimization, and social media marketing to promote D2C commerce.

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.

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 company reaching future milestones in exchange for 100% of the issued and outstanding shares of the company making it a wholly owned subsidiary of the Company. The shares will remain in escrow with the company until those milestones.

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.

Results of Operations

Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023

	Three Months Ended
	December 31,						Change			Change
	2024			2023			Amount			Percentage
Revenue	$	4,407		$	521		$	3,886			746	%
Operating expenses		138,943			77,869			61,074			78	%
Loss from operations		(134,536	)		(77,348	)		(57,188	)		74	%
Other expenses		(132,663	)		(38,540	)		(94,123	)		244	%
Net Loss	$	(267,199	)	$	(115,888	)	$	(151,311	)		131	%

Net loss increased from $115,888 for the three months ended December 31, 2023 to $267,199 for the three months ended December 31, 2024, due to increases in operating expenses.

Revenue increased from $521 for the three months ended December 31, 2023 to $4,407 for the three months ended December 31, 2024.

The increase in operation expenses during the three months ended December 31, 2024 was due to the increase in advertising cost and amortization expense.

During the three months ended December 31, 2024 and 2023, the Company incurred other expenses of $132,663 and $38,540, primarily consisting of note interest expense and debt issuance costs.

Table of Contents

Nine Months Ended December 31, 2024 Compared to Nine Months Ended December 31, 2023

	Nine Months Ended
	December 31,						Change			Change
	2024			2023			Amount			Percentage
Revenue	$	28,850		$	521		$	28,329		5437		%
Operating expenses		226,719			255,851			(29,132	)		-11	%
Loss from operations		(197,869	)		(255,330	)		57,461			-23	%
Other expenses		(183,913	)		(188,190	)		4,277			-2	%
Net Loss	$	(381,782	)	$	(443,520	)	$	61,738			-14	%

Net loss decreased from $443,520 for the nine months ended December 31, 2023 to $381,782 for the nine months ended December 31, 2024, due to increase in revenue, decrease in operating expenses and decrease in other expenses.

Revenue increased from $521 for the nine months ended December 31, 2023 to $28,850 for the nine months ended December 31, 2024.

The increase in operation expenses during the three months ended December 31, 2024 was due to the decrease in accounting and audit fees, consulting fees and software and website development cost.

During the nine months ended December 31, 2024 and 2023, the Company incurred other expenses of $183,913 and $188,190, primarily consisting of note interest expense and debt issuance costs. During the nine months ended December 31, 2024 and 2023, the debt issuance cost was $145,000 and $170,200, respectively.

Liquidity and Financial Condition

Working Capital (Deficiency)

	December 31, 2024			March 31, 2024
Current Assets	$	259,791		$	233,716
Current Liabilities		1,288,218			947,035
Working Capital (Deficiency)	$	(1,028,427	)	$	(713,319	)

Cash Flows

	Nine Months Ended
	December 31,
	2024			2023
Cash used in Operating Activities	$	(205,400	)	$	(212,201	)
Cash used in Investing Activities		(12,056	)		(41,054	)
Cash provided by Financing Activities		217,500			259,200
Effects on changes in foreign exchange rate		4,118			(5,722	)
Net changes in cash during period	$	4,162		$	224

Our total current assets as of December 31, 2024 were $259,791 compared to $233,716 as of March 31, 2024. The increase is primarily due to deferred acquisition costs, accounts receivable and other receivable, cash and interest receivable.

Our total current liabilities as of December 31, 2024 were $1,288,218 compared to $947,035 as of March 31, 2024. The increase was primarily due to an increase in convertible notes payable and accrued interest payable.

Working capital deficiency increased from $713,319 as of March 31, 2024 to $1,028,427 as of December 31, 2024, mainly due to the increase in convertible notes payable and accrued interest payable.

Table of Contents

The report of our auditors on our audited financial statements for the fiscal year ended March 31, 2024, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have achieved limited operating revenues since our inception. We have been dependent on sales of equity securities to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.

Operating Activities

For the nine months ended December 31, 2024, net cash used in operating activities was $205,400, related to our net loss of $381,783 offset by amortization of $27,642, loss on convertible notes of $145,000 and changes in operating assets and liabilities of $3,741.

For the nine months ended December 31, 2023, net cash used in operating activities was $212,201, related to our net loss of $443,520 offset by loss on convertible notes of $170,200 and changes in operating assets and liabilities of $61,120.

Investing Activities

For the nine months ended December 31, 2024 and 2023, net cash used in investing activities was $12,056 and $41,054, respectively, primarily for loan advancement to an unaffiliated company.

Financing Activities

For the nine months ended December 31, 2024, net cash provided by financing activities was $217,500 primarily from proceeds related to convertible notes.

For the nine months ended December 31, 2023, net cash provided by financing activities was $259,200, comprised of proceeds related to convertible notes of $255,300 and proceeds related to promissory notes of $3,900.

Cash Requirements

We will require additional cash as we expand our business. Initially, to carry out our business plan, we will need to raise additional capital. There can be no assurance that we will be able to raise additional capital or, if we are able to raise additional capital, the terms we be acceptable to us. Currently we do not have any inventory.

These conditions indicate a material uncertainty that casts significant doubt about our ability to continue as a going concern. We require additional debt or equity financing to have the necessary funding to continue operations and meet our obligations. We have continued to adopt the going concern basis of accounting in preparing our financial statements.

We will require additional financing in order to enable us to proceed with our plan of operations. There is no assurance that any party will advance additional funds to us in order to continue our future plans for operations.

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

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

Critical Accounting Policies and Significant Judgments and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the financial statements and reported amounts of income and expense during the reporting periods presented.

Our critical estimates include revenue recognition and intangible assets. Although we believe that these estimates are reasonable, actual results could differ from those estimates given a change in conditions or assumptions that have been consistently applied. We also have other policies that we consider key accounting policies, such as our policy for revenue recognition, however, the application of these policies does not require us to make significant estimates or judgments that are difficult or subjective.

The critical accounting policies used by management and the methodology for its estimates and assumptions are as follows:

Table of Contents

Convertible Financial Instruments

We bifurcate conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

When we have determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on her evaluation as of the end of the period covered by this report, Meriesha Rennalls, our President, Chief Operating Officer, Secretary and Director, has concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in our internal control over financial reporting.

As disclosed in our Quarterly Report on Form 10-Q for the three months ended December 31, 2024, based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of December 31, 2024, due to inadequate segregation of duties and ineffective risk management, 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. Management believes the above weakness constitute material weaknesses in our internal control over financial reporting. Until such time, if ever, that we remediate the material weakness in our internal control over financial reporting we expect that the material weaknesses in our disclosure controls and procedures will continue.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Description of Exhibits
31.1		Certification by the Principal Executive Officer
32.1		Certification by the Principal Executive Officer

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CARO HOLDINGS INC.
		(Registrant)

Dated: February 14, 2025		/s/ Christopher McEachnie
		Christopher McEachnie Chief Executive Officer (Principal Executive Officer)

nullnull

Cover - shares	9 Months Ended
Cover - shares	Dec. 31, 2024	Feb. 11, 2025
Cover [Abstract]
Entity Registrant Name	CARO HOLDINGS INC.
Entity Central Index Key	0001678105
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2025
Entity Common Stock Shares Outstanding		37,175,808
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-212268
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	93-2109546
Entity Address Address Line 1	7 Castle Street
Entity Address City Or Town	Sheffield
Entity Address Country	GB
Entity Address Postal Zip Code	S3 8LT
City Area Code	786
Local Phone Number	755-3210
Entity Interactive Data Current	Yes

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Current Assets
Cash	$ 24,956	$ 20,794
Prepaid expense	0	105
Accounts receivable and other receivable	7,385	9
Promissory note receivable	56,010	43,954
Convertible note receivable	5,000	5,000
Interest receivable	4,545	1,959
Deferred business acquisition cost	161,895	161,895
Total Current Assets	259,791	233,716
Software, net	221,144	248,786
TOTAL ASSETS	480,935	482,502
Current Liabilities
Accounts payable and accrued liabilities	56,231	81,559
Accrued interest payable	74,035	37,884
Due to related parties	63,550	63,360
Promissory notes payable	28,900	28,900
Convertible notes payable	1,065,502	735,332
Total Current Liabilities	1,288,218	947,035
TOTAL LIABILITIES	1,288,218	947,035
Stockholders' Deficit
Preferred stock: 75,000,000 authorized; $0.00001 par value. No shares issued and outstanding	0	0
Common stock: 75,000,000 authorized; $0.00001 par value. 37,175,808 shares and 36,505,000 shares issued and outstanding, respectively	372	365
Additional paid in capital	679,491	645,958
Accumulated deficit	(1,484,733)	(1,102,951)
Accumulated other comprehensive loss	(2,413)	(7,905)
Total Stockholders' Deficit	(807,283)	(464,533)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 480,935	$ 482,502

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2024	Mar. 31, 2024
Stockholders' Deficit
Preferred stock, shares authorized	75,000,000	75,000,000
Preferred stock, shares par value	$ 0.00001	$ 0.00001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares par value	$ 0.00001	$ 0.00001
Common stock share issued	37,175,808	36,505,000
Common stock, shares outstanding	37,175,808	36,505,000

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)
Revenues	$ 4,407	$ 521	$ 28,850	$ 521
Operating Expenses
General and administration	101,041	6,184	150,404	14,411
Professional fees	27,480	45,311	39,841	94,213
Management consulting fees - related party	1,208	7,495	8,832	17,487
Amortization	9,214	0	27,642	0
Software and website development	0	18,879	0	129,740
Total operating expenses	138,943	77,869	226,719	255,851
Loss from operations	(134,536)	(77,348)	(197,869)	(255,330)
Other income (expense)
Interest expense	(109,390)	(47,450)	(182,362)	(192,455)
Interest income	973	701	2,586	1,219
Foreign exchange gain (loss)	(24,246)	8,209	(4,137)	3,046
Total other expense	(132,663)	(38,540)	(183,913)	(188,190)
Net loss before taxes	(267,199)	(115,888)	(381,782)	(443,520)
Provision for income taxes	0	0	0	0
Net loss	(267,199)	(115,888)	(381,782)	(443,520)
Other comprehensive income (loss)	23,825	(12,007)	5,492	(6,386)
Comprehensive Loss	$ (243,374)	$ (127,895)	$ (376,290)	$ (449,906)
Net Loss Per Common Share - Basic and Diluted	$ (0.01)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted Average Common Shares Outstanding	37,175,808	30,019,674	36,823,044	42,394,348

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (UNAUDITED) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Accumulated other comprehensive loss
Balance, shares at Mar. 31, 2023		60,000,000
Balance, amount at Mar. 31, 2023	$ (124,762)	$ 600	$ 442,828	$ (563,910)	$ (4,280)
Other comprehensive loss	(4,650)	0	0	0	(4,650)
Net Income (Loss)	(146,246)	$ 0	0	(146,246)	0
Balance, shares at Jun. 30, 2023		60,000,000
Balance, amount at Jun. 30, 2023	(275,658)	$ 600	442,828	(710,156)	(8,930)
Balance, shares at Mar. 31, 2023		60,000,000
Balance, amount at Mar. 31, 2023	(124,762)	$ 600	442,828	(563,910)	(4,280)
Net Income (Loss)	(443,520)
Balance, shares at Dec. 31, 2023		36,505,000
Balance, amount at Dec. 31, 2023	(371,773)	$ 365	645,958	(1,007,430)	(10,666)
Balance, shares at Jun. 30, 2023		60,000,000
Balance, amount at Jun. 30, 2023	(275,658)	$ 600	442,828	(710,156)	(8,930)
Other comprehensive loss	10,271	0	0	0	10,271
Net Income (Loss)	(181,386)	$ 0	0	(181,386)	0
Cancellation of common stock from related party, shares		36,865,000
Cancellation of common stock from related party, amount	0	$ (369)	369	0	0
Issuance of common stock for conversion of convertible note, shares		600,000
Issuance of common stock for conversion of convertible note, amount	30,000	$ 6	29,994	0	0
Balance, shares at Sep. 30, 2023		23,735,000
Balance, amount at Sep. 30, 2023	(416,773)	$ 237	473,191	(891,542)	1,341
Other comprehensive loss	(12,007)	0	0	0	(12,007)
Net Income (Loss)	(115,888)	$ 0	0	(115,888)	0
Issuance of common stock for conversion of convertible note, shares		220,000
Issuance of common stock for conversion of convertible note, amount	11,000	$ 2	10,998	0	0
Issuance of common stock for deferred business acquisition cost, shares		12,550,000
Issuance of common stock for deferred business acquisition cost, amount	161,895	$ 126	161,769	0	0
Balance, shares at Dec. 31, 2023		36,505,000
Balance, amount at Dec. 31, 2023	(371,773)	$ 365	645,958	(1,007,430)	(10,666)
Balance, shares at Mar. 31, 2024		36,505,000
Balance, amount at Mar. 31, 2024	(464,533)	$ 365	645,958	(1,102,951)	(7,905)
Other comprehensive loss	(248)	0	0	0	(248)
Net Income (Loss)	(46,428)	$ 0	0	(46,428)	0
Balance, shares at Jun. 30, 2024		36,505,000
Balance, amount at Jun. 30, 2024	(511,209)	$ 365	645,958	(1,149,379)	(8,153)
Balance, shares at Mar. 31, 2024		36,505,000
Balance, amount at Mar. 31, 2024	(464,533)	$ 365	645,958	(1,102,951)	(7,905)
Net Income (Loss)	(381,782)
Balance, shares at Dec. 31, 2024		37,175,808
Balance, amount at Dec. 31, 2024	(807,283)	$ 372	679,491	(1,484,733)	(2,413)
Balance, shares at Jun. 30, 2024		36,505,000
Balance, amount at Jun. 30, 2024	(511,209)	$ 365	645,958	(1,149,379)	(8,153)
Other comprehensive loss	(18,085)	0	0	0	(18,085)
Net Income (Loss)	(68,155)	$ 0	0	(68,155)	0
Conversion of notes to common stock, shares		670,808
Conversion of notes to common stock, amount	33,540	$ 7	33,533	0	0
Balance, shares at Sep. 30, 2024		37,175,808
Balance, amount at Sep. 30, 2024	(563,909)	$ 372	679,491	(1,217,534)	(26,238)
Other comprehensive loss	23,825	0	0	0	23,825
Net Income (Loss)	(267,199)	$ 0	0	(267,199)	0
Balance, shares at Dec. 31, 2024		37,175,808
Balance, amount at Dec. 31, 2024	$ (807,283)	$ 372	$ 679,491	$ (1,484,733)	$ (2,413)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash Flows from Operating Activities:
Net loss	$ 381,783	$ 443,520
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	27,642	0
Loss on convertible notes	145,000	170,200
Changes in operating assets and liabilities:
Interest receivable	(2,586)	(1,219)
Other receivable	(5,887)	(315)
Prepaid expenses	105
Accounts payable and accrued liabilities	(25,249)	30,352
Accrued interest payable	37,358	22,257
Management salary payable	0	10,045
Net Cash Used in Operating Activities	(205,400)	(212,201)
Cash Flows from Investing Activities:
Advancement on promissory loan receivable	(12,056)	(41,054)
Net Cash Used in Investing Activities	(12,056)	(41,054)
Cash Flows from Financing Activities:
Proceeds from issuance of promissory note	0	3,900
Proceeds from issuance of convertible notes	217,500	255,300
Net Cash Provided by Financing Activities	217,500	259,200
Effects on changes in foreign exchange rate	4,118	(5,722)
Net Changes in Cash	4,162	224
Cash, beginning of period	20,794	2,279
Cash, end of period	24,956	2,503
Supplemental Disclosure Information:
Cash paid for interest	0	0
Cash paid for taxes	0	$ 0
Non-Cash Investing and Financing Activities:
Cancellation of common stock from related party		369
Issuance of common stock for conversion of convertible note	33,540	$ 41,000
Issuance of common stock for deferred business acquisition cost	$ 0	$ 161,895

ORGANIZATION AND DESCRIPTION OF BUSINESS

9 Months Ended

Dec. 31, 2024

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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.

GOING CONCERN UNCERTAINTY

9 Months Ended

Dec. 31, 2024

GOING CONCERN UNCERTAINTY

GOING CONCERN UNCERTAINTY

NOTE 2 – GOING CONCERN UNCERTAINTY

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Consolidation

Foreign Currency Translations

	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.

	Nine Months Ended		Nine Months Ended
	December 31,		December 31,
	2024		2023
Spot GBP: USD exchange rate		1.2530		1.2730
Average GBP: USD exchange rate		1.2812		1.2534

Use of 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.”

Related Parties

We follow ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (Note 10)

Fair Value of Financial Instruments

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

Software Development

As of December 31, 2024, purchased software of $258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization.

Web Development Cost

Net Income (Loss) per Share

	December 31,		December 31,
	2024		2023
	(Shares)		(Shares)
Convertible notes payable		346,598		651,166

Recently Accounting Pronouncements

DEFERRED BUSINESS ACQUISITION COST

9 Months Ended

Dec. 31, 2024

DEFERRED BUSINESS ACQUISITION COST

DEFERRED BUSINESS ACQUISITION COST

NOTE 4 – DEFERRED BUSINESS ACQUISITION COST

	·	Upon acquiree’s achieving $250,000 in net revenue, 25% (3,137,500 shares) of the common stock held in escrow will be released to the acquiree’s shareholders.

	·	Upon acquiree’s achieving $500,000 in net revenue, 25% (3,137,500 shares) of common stock held in escrow will be released to the acquiree’s shareholders.

	·	Upon acquiree’s achieving $1,000,000 in net revenue, 50% (6,275,000 shares) of common stock held in escrow will be released to the acquiree’s shareholders.

As of December 31, 2024, the business acquisition has not been completed. The acquisition is expected to be completed during the quarter ended June 30, 2025.

INTANGIBLE ASSETS PURCHASE

9 Months Ended

Dec. 31, 2024

INTANGIBLE ASSETS PURCHASE

INTANGIBLE ASSETS PURCHASE

NOTE 5 – INTANGIBLE ASSETS PURCHASE

	Amortization
Year Ended March 31,	Expense
2025 (excluding nine months ended December 31, 2024)	$	9,215
2026		36,857
2027		36,857
2028		36,857
2029		36,857
Thereafter		64,500
	$	221,144

PROMISSORY NOTE RECEIVABLE

9 Months Ended

Dec. 31, 2024

PROMISSORY NOTE RECEIVABLE

PROMISSORY NOTE RECEIVABLE

NOTE 6 – PROMISSORY NOTE RECEIVABLE

CONVERTIBLE NOTE RECEIVABLE

9 Months Ended

Dec. 31, 2024

CONVERTIBLE NOTE RECEIVABLE

CONVERTIBLE NOTE RECEIVABLE

NOTE 7 – CONVERTIBLE NOTE RECEIVABLE

PROMISSORY NOTES PAYABLE

9 Months Ended

Dec. 31, 2024

PROMISSORY NOTES PAYABLE

PROMISSORY NOTES PAYABLE

NOTE 8 – PROMISSORY NOTES PAYABLE

On October 9, 2022, the Company issued a $25,000 promissory note to an unaffiliated party. The note bears interest at 8% per annum and matures in six months from the issuance date.

On April 3, 2023, the Company issued a $3,900 promissory note to an unaffiliated party. The note bears interest at 8% per annum and matures in six months from the issuance date.

CONVERTIBLE NOTES PAYABLE

9 Months Ended

Dec. 31, 2024

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE

NOTE 9 – CONVERTIBLE NOTES PAYABLE

As of December 31, 2024 and March 31, 2024, the total principal balance of the convertible notes payable was $1,065,500 and $735,333, respectively.

	December 31,		March 31,
	2024		2024
October 2022	$	-	$	32,333
November 2022		110,000		110,000
February 2023		83,333		83,333
April 2023		50,000		50,000
May 2023		33,333		33,333
July 2023		125,000		125,000
August 2023		38,333		38,333
September 2023		83,333		83,333
November 2023		62,167		62,167
December 203		33,333		33,333
February 2024		40,000		40,000
March 2024		44,167		44,167
May 2024		16,667		-
June 2024		16,667		-
July 2024		16,667		-
August 2024		25,000		-
September 2024		49,167		-
October 2024		13,333		-
November 2024		100,000		-
December 2024		125,000		-
	$	1,065,500	$	735,333

The terms of the convertible notes are summarized as follows:

	·	Bears interest at 10% per annum
	·	Matures six months from the issuance date
	·	Convertible at 60% of the average VWAP of the Company’s’ stock during the previous 15 trading days prior to conversion

During the nine months ended December 31, 2024 and 2023, debt premium of $145,000 and $170,200 was recognized as a loss on convertible note and charged to interest expense.

RELATED PARTY TRANSACTIONS

9 Months Ended

Dec. 31, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 10 – RELATED PARTY TRANSACTIONS

As of December 31, 2024 and March 31, 2024, there was $63,550 and $63,360 due to the current directors of the Company, respectively.

EQUITY

9 Months Ended

Dec. 31, 2024

EQUITY

EQUITY

NOTE 11 – EQUITY

Authorized Stock

The Company’s authorized common stock consists of 75,000,000 shares at $0.00001 par value.

Common Stock

During the nine months ended December 31, 2024, the Company issued 670,808 shares of common stock for the repayment of convertible note principal amount of $32,330 and accrued interest of $1,207.

As of December 31, 2024 and March 31, 2024, the issued and outstanding common stock was 37,175,808 and 36,505,000 shares, respectively.

SUBSEQUENT EVENTS

9 Months Ended

Dec. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Consolidation

Foreign Currency Translations

	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.

	Nine Months Ended		Nine Months Ended
	December 31,		December 31,
	2024		2023
Spot GBP: USD exchange rate		1.2530		1.2730
Average GBP: USD exchange rate		1.2812		1.2534

Use of 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.”

Related Parties

We follow ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (Note 10)

Fair Value of Financial Instruments

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

Software Development

As of December 31, 2024, purchased software of $258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization.

Web Development Cost

Net Income (Loss) per Share

	December 31,		December 31,
	2024		2023
	(Shares)		(Shares)
Convertible notes payable		346,598		651,166

Recently Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Foreign Currency Translations

	Nine Months Ended		Nine Months Ended
	December 31,		December 31,
	2024		2023
Spot GBP: USD exchange rate		1.2530		1.2730
Average GBP: USD exchange rate		1.2812		1.2534

Net Income (Loss) Per Share

	December 31,		December 31,
	2024		2023
	(Shares)		(Shares)
Convertible notes payable		346,598		651,166

INTANGIBLE ASSETS PURCHASE (Tables)

9 Months Ended

Dec. 31, 2024

INTANGIBLE ASSETS PURCHASE

Schedule of Finite-Lived Intangible Assets Amortization Expenses

	Amortization
Year Ended March 31,	Expense
2025 (excluding nine months ended December 31, 2024)	$	9,215
2026		36,857
2027		36,857
2028		36,857
2029		36,857
Thereafter		64,500
	$	221,144

CONVERTIBLE NOTES PAYABLE (Tables)

9 Months Ended

Dec. 31, 2024

CONVERTIBLE NOTES PAYABLE

Schedule of Convertible Notes Payable

	December 31,		March 31,
	2024		2024
October 2022	$	-	$	32,333
November 2022		110,000		110,000
February 2023		83,333		83,333
April 2023		50,000		50,000
May 2023		33,333		33,333
July 2023		125,000		125,000
August 2023		38,333		38,333
September 2023		83,333		83,333
November 2023		62,167		62,167
December 203		33,333		33,333
February 2024		40,000		40,000
March 2024		44,167		44,167
May 2024		16,667		-
June 2024		16,667		-
July 2024		16,667		-
August 2024		25,000		-
September 2024		49,167		-
October 2024		13,333		-
November 2024		100,000		-
December 2024		125,000		-
	$	1,065,500	$	735,333

ORGANIZATION AND DESCRIPTION OF BUSINES (Details Narrative) - shares	1 Months Ended
	Dec. 31, 2022	Dec. 31, 2024	Mar. 31, 2024
Common stock share issued		37,175,808	36,505,000
Common Stock [Member]
Common stock share issued	20,000,000
Purchase of common share	36,795,000
Share acquired of common stock	53.00%

GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)	Dec. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2024	Dec. 31, 2023
GOING CONCERN UNCERTAINTY
Net loss	$ (267,199)	$ (68,155)	$ (46,428)	$ (115,888)	$ (181,386)	$ (146,246)	$ (381,782)	$ (443,520)
Revenues	4,407			$ 521			28,850	$ 521
Accumulated deficit	$ (1,484,733)						$ (1,484,733)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Dec. 31, 2024	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Spot GBP: USD exchange rate	1.2530	1.2730
Average GBP: USD exchange rate	1.2812	1.2534

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares	9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Convertible notes payable	346,598	651,166

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Dec. 31, 2024 USD ($)
Software Development [Member]
Software Purchase	$ 258,000

DEFERRED BUSINESS ACQUISITION COST (Details Narrative) - USD ($)		1 Months Ended
	Nov. 14, 2023	Nov. 17, 2023	Dec. 31, 2024	Mar. 31, 2024	Jan. 09, 2023
Share price					$ 0.0129
Common stock share issued			37,175,808	36,505,000
Common stock shares valued			$ 372	$ 365
Non-Affiliated Corporation [Member]
Description of acquisition	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
Share price		$ 0.0129
Common stock share issued		12,550,000
Common stock shares valued		$ 161,895
Non-Affiliated Corporation [Member] \| Revenue [Member]
Common stock held		3,137,500
Ownership interests		25.00%
Revenues		$ 250,000
Non-Affiliated Corporation [Member] \| Revenue One [Member]
Common stock held		3,137,500
Ownership interests		25.00%
Revenues		$ 500,000
Non-Affiliated Corporation [Member] \| Revenue Two [Member]
Common stock held		6,275,000
Ownership interests		50.00%
Revenues		$ 1,000,000

INTANGIBLE ASSETS PURCHASE (Details) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
INTANGIBLE ASSETS PURCHASE
2025 (excluding nine months ended December 31, 2024)	$ 9,215
2026	36,857
2027	36,857
2028	36,857
2029	36,857
Thereafter	64,500
Total	$ 221,144	$ 248,786

INTANGIBLE ASSETS PURCHASE (Details Narrative) - USD ($)		1 Months Ended	9 Months Ended
	Jan. 09, 2023	Dec. 29, 2022	Dec. 31, 2024	Mar. 31, 2024
INTANGIBLE ASSETS PURCHASE
Issuance of common stock for Acquisition of software from related party	20,000,000
Deemed share price	$ 0.0129
Acquisition of software for the value	$ 258,000
Stock purchase agreement consideration		20,000,000
Intangible asset			$ 221,144	$ 248,786
Amortization expense			$ 27,642

PROMISSORY NOTE RECEIVABLE (Details Narrative) - USD ($)			1 Months Ended	9 Months Ended	12 Months Ended
	Sep. 14, 2023	Jun. 01, 2023	Mar. 20, 2023	Dec. 31, 2024	Mar. 31, 2024	Nov. 30, 2023
Promissory note Receivable				$ 56,010	$ 43,954
Loan interest receivable				4,225	1,940
March 20, 2023 [Member] \| Unaffiliated Company [Member]
Promissory note bears interest rate			8.00%
Promissory note principal amount			$ 15,000
Promissory note Receivable				11,000	11,000
Loan interest receivable				1,509	846
Loan receivable					5,000
June 1, 2023 [Member] \| Unaffiliated Company [Member]
Promissory note bears interest rate		8.00%
Promissory note Receivable				15,510	0
Repayment of Promissory note Receivable					3,100
Loan interest receivable				638	221
Loan receivable				12,056	6,554
September 14, 2023 [Member] \| Unaffiliated Company [Member]
Promissory note bears interest rate	8.00%
Promissory note principal amount	$ 20,000
Promissory note Receivable				20,000	20,000
Loan interest receivable				2,078	872
Loan receivable					20,000
November 30, 2023 [Member] \| Unaffiliated Company [Member]
Promissory note principal amount						$ 9,500
Promissory note Receivable				$ 9,500	9,500
Loan receivable					$ 9,500

CONVERTIBLE NOTE RECEIVABLE (Details Narrative) - USD ($)		9 Months Ended
	Mar. 14, 2024	Dec. 31, 2024	Mar. 31, 2024
CONVERTIBLE NOTE RECEIVABLE
Loan receivable		$ 5,000	$ 5,000
Loan interest receivable		320	$ 19
Loan interest rate	8.00%
Convertible loan valuation		$ 500,000
Convertible loan receivable from unaffiliated company	$ 5,000

PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2024	Mar. 31, 2024	Apr. 03, 2023	Oct. 09, 2022
PROMISSORY NOTES PAYABLE
Promissory note bears interest rate			8.00%	8.00%
Promissory note principal amount			$ 3,900	$ 25,000
Promissory note payable	$ 28,900	$ 28,900
Accrued interest payable	$ 4,993	$ 3,251

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Convertible note	$ 1,065,500	$ 735,333
Convertible Notes Payable [Member]
Convertible note	0	32,333
Convertible Notes Payable Two [Member]
Convertible note	83,333	83,333
Convertible Notes Payable Three [Member]
Convertible note	50,000	50,000
Convertible Notes Payable One [Member]
Convertible note	110,000	110,000
Convertible Notes Payable Four [Member]
Convertible note	33,333	33,333
Convertible Notes Payable Five [Member]
Convertible note	125,000	125,000
Convertible Notes Payable Six [Member]
Convertible note	38,333	38,333
Convertible Notes Payable Seven [Member]
Convertible note	83,333	83,333
Convertible Notes Payable Eight [Member]
Convertible note	62,167	62,167
Convertible Notes Payable Nine [Member]
Convertible note	33,333	33,333
Convertible Notes Payable Ten [Member]
Convertible note	40,000	40,000
Convertible Notes Payable Eleven [Member]
Convertible note	44,167	44,167
Convertible Notes Payable Twelve [Member]
Convertible note	16,667	0
Convertible Notes Payable Thirteen [Member]
Convertible note	16,667	0
Convertible Notes Payable Fourteen [Member]
Convertible note	16,667	0
Convertible Notes Payable Fifteen [Member]
Convertible note	25,000	0
Convertible Notes Payable Sixteen [Member]
Convertible note	49,167	0
Convertible Notes Payable Seventeen [Member]
Convertible note	13,333	0
Convertible Notes Payable Eighteen [Member]
Convertible note	100,000	0
Convertible Notes Payable Nineteen [Member]
Convertible note	$ 125,000	$ 0

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Mar. 31, 2024
Convertible note	$ 1,065,500		$ 1,065,500		$ 735,333
Interest Expense	109,390	$ 47,450	$ 182,362	$ 192,455
Issuance of common stock shares			670,808
Repayment of convertible note principal amount			$ 32,330
Accrued interest			1,207
Convertible Notes Payable [Member]
Convertible note	0		0		32,333
Interest Expense			$ 180,617	190,728
Issuance of common stock shares			670,808
Loss on convertible notes			$ 145,000	170,200
Repayment of convertible note principal amount			32,330
Accrued interest			1,207
Accrued interest payable	69,042		$ 69,042		$ 34,633
Description of conversion price			Convertible at 60% of the average VWAP of the Company’s’ stock during the previous 15 trading days prior to conversion
Debt premium	$ 145,000	$ 170,200	$ 145,000	$ 170,200
Interest rate			10.00%

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Mar. 31, 2024
Due to related party	$ 63,550		$ 63,360
Chief Operating Officer [Member]
Management consulting fees - related party	8,832	$ 17,487
Management consulting fee payable	$ 13,204		$ 10,944

EQUITY (Details Narrative) - USD ($)	9 Months Ended
EQUITY (Details Narrative) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
EQUITY
Common stock authorized	75,000,000	75,000,000
Common shares at par value	$ 0.00001	$ 0.00001
Common stock share issued	37,175,808	36,505,000
Common share outstanding	37,175,808	36,505,000
Issuance of common stock shares	670,808
Accrued interest	$ 1,207
Repayment of convertible note principal amount	$ 32,330

Caro (PK) (USOTC:CAHO)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025

Caro (PK) (USOTC:CAHO)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025

시장 데이터

뉴스

도구

시장

팔로우

Hot Features

피드 팔로우

실시간 옵션 플로우

모니터

CAHO Caro Holdings Inc (PK)

Caro Holdings Inc (PK) News

최근 히스토리

회사 소개

사업

Popular

앱 받기

시장 데이터

뉴스

도구

시장

팔로우

Hot Features

피드 팔로우

실시간 옵션 플로우

모니터

CAHO Caro Holdings Inc (PK)

Caro Holdings Inc (PK) News

최근 히스토리

회사 소개

사업

Popular

앱 받기

광고 제거