Filed 2025-07-15 · Period ending 2025-03-31 · 18,855 words · SEC EDGAR
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# Caro Holdings Inc. (CAHO) — 10-K **Filed:** 2025-07-15 **Period ending:** 2025-03-31 **Accession:** 0001640334-25-001202 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1678105/000164033425001202/) **Origin leaf:** 402395ba378d6bad9a0ca73fa0ed4132aadc74f1af74ab8fcd5dde1d1abe65ca **Words:** 18,855 --- | | | | UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended: March 31, 2025 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission file number 333-212268 | CARO HOLDINGS, INC. | | | (Exact name of small business issuer as specified in its charter) | | | Nevada | | 93-2109546 | | | (State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) | | **7 Castle Street, Sheffield, UK S3 8LT** (Address of principal executive offices) (Zip Code) **(786) 755 3210** (Issuers telephone number) Securities registered under Section 12(b) of the Exchange Act: | Title of Each Class | | Name of Each Exchange On Which Registered | | | N/A | | N/A | | Securities registered under Section 12(g) of the Exchange Act: | 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 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 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation SB contained in this form, and no disclosure will be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10K. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 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 | | | | 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 has filed a report on and attestation to its managements 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, 2024 was $16,513,105 based on a $3.10 average bid and asked price of such common equity, as of the last business day of the registrants most recently completed third fiscal quarter. Number of shares outstanding of each of the issuers classes of common stock on July 11, 2025: Common Stock: 37,175,808 | | | | | | | | | | | | | | | | TABLE OF CONTENTS | | | | Page | | | | | | PART I | | | | Item 1. | Description of Business | 3 | | | | Item 1A. | Risk Factors | 5 | | | | Item 1B. | Unresolved Staff Comments | 6 | | | | Item 1C. | Cybersecurity | 6 | | | | Item 2 | Description of Property | 6 | | | | Item 3. | Legal Proceedings | 6 | | | | | | | | PART II | | | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6 | | | | Item 6. | Selected Financial Data | 7 | | | | Item 7. | Managements Discussion and Analysis Of Financial Condition and Results of Operations | 7 | | | | Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 9 | | | | Item 8. | Financial Statements and Supplementary Data | F-1 | | | | Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure | 10 | | | | Item 9A. | Controls and Procedures | 10 | | | | Item 9B. | Other Information | 10 | | | | | | | | | PART III | | | | | | Item 10. | Directors, Executive Officers and Corporate Governance | 11 | | | | Item 11. | Executive Compensation | 12 | | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 13 | | | | Item 13. | Certain Relationships and Related Transactions and Director Independent | 13 | | | | Item 14. | Principal Accounting Fees and Services | 13 | | | | | | | | | Part IV | | | | | | Item 15. | Exhibits | 14 | | | SIGNATURES | | 15 | | | | | | 2 | | | | | | 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 industrys 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. | | | | 3 | | | | | | Table of Contents | | 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 acquirees 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. 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 brands 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$36,000 during year ended on March 31, 2025 and minimal reported revenue during year ended March 31, 2024. **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. **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. | | | | 4 | | | | | | Table of Contents | | With respect to any merger or acquisition, and depending upon, among other things, the target companys 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 Companys 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. **Item 1A. Risk Factors** As a smaller reporting company, we are not required to provide the information required by this Item. | | | | 5 | | | | | | Table of Contents | | **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 managed by third parties, and resolve issues in a timely manner in the event of a cybersecurity threat or incident. 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 ofmonitoring and detectionactivities, use of anti-malware applications, employee training, quality audits and communication and reporting structures, among other processes. We have a trained group of people to carry out the activities of monitoring and detection of cybersecurity threats and respond to any cybersecurity threats or incidents. The Head of IT department is responsible for oversight of cybersecurity risks and addressing potential cybersecurity risks to business programs, employees, clients, vendors and partners. The Head of IT Department reports to our Chief Executive Officer who reports to theAudit Committeeat the board-level, as appropriate. As of March 31, 2025, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements. **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 Registrants 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 July 11, 2025, the shareholders list showed 34 registered shareholders with 37,175,808 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. | | | | 6 | | | | | | Table of Contents | | **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, 2025 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, 2025. **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, 2025. **Item 6. [Reserved]** **Item 7. Managements 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: | | | Year Ended | | | | | | | | | | | | March 31, | | | Change | | | Change | | | | | | 2025 | | | 2024 | | | Amount | | | Percentage | | | | Revenue | | $ | 36,319 | | | $ | 577 | | | $ | 35,742 | | | | 6,194 | % | | | Operating expenses | | | 428,413 | | | | 309,404 | | | | 119,009 | | | | 38 | % | | | Loss from operations | | | (392,094 | ) | | | (308,827 | ) | | | (83,267 | ) | | | 27 | % | | | Other expenses | | | (300,862 | ) | | | (230,214 | ) | | | (70,648 | ) | | | 31 | % | | | Net Loss | | $ | (692,956 | ) | | $ | (539,041 | ) | | $ | (153,915 | ) | | | 29 | % | | Net loss increased from $539,041 for the year ended March 31, 2024 to $692,956 for the year ended March 31, 2025 due to the increase in operating expenses and other expenses. During the year ended March 31, 2025 and 2024, we generated $36,319 and $577 in revenue, respectively. Operating expenses increased from $309,404 for the year ended March 31, 2024 to $428,413 for the year ended March 31, 2025 mainly due to the increase in press release expense, advertising and marketing expense, service fees and subscription fees. Other expenses increased from $230,214 for the year ended March 31, 2024 to $300,862 for the year ended March 31, 2025 mainly due to the increase in interest expense and debt issuance cost on convertible notes. **Liquidity and Financial Condition** *Working Capital (Deficiency)* | | | March 31, 2025 | | | March 31, 2024 | | | | Current Assets | | $ | 256,104 | | | $ | 233,716 | | | | Current Liabilities | | | 1,600,408 | | | | 947,035 | | | | Working Capital (Deficiency) | | $ | (1,344,304 | ) | | $ | (713,319 | ) | | | | | | 7 | | | | | | Table of Contents | | | Cash Flows | | | | | Year Ended | | | | | | March 31, | | | | | | 2025 | | | 2024 | | | | Cash used in Operating Activities | | $ | (373,809 | ) | | $ | (244,810 | ) | | | Cash used in Investing Activities | | | (12,056 | ) | | | (42,954 | ) | | | Cash provided by Financing Activities | | | 390,407 | | | | 309,700 | | | | Effects on changes in foreign exchange rate | | | (10,770 | ) | | | (3,421 | ) | | | Net changes in cash during period | | $ | (6,228 | ) | | $ | 18,515 | | | Our total current assets as of March 31, 2025 were as $256,104 compared to total current assets of $233,716 as of March 31, 2024. The increase was primarily due to the increase in accounts receivable, convertible notes and promissory notes. Our total current liabilities as of March 31, 2025 were $1,600,408 as compared to total current liabilities of $947,035 as of March 31, 2024. The increase was attributed by the increase in convertible notes and accrued liabilities. Working capital deficiency increased from $713,319 as of March 31, 2024 to $1,344,304 as of March 31, 2025 mainly due to the increase in convertible notes payable and accrued interest. The report of our auditors on our audited financial statements for the fiscal year ended March 31, 2025, 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 Companys 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, 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. For the year ended March 31, 2024, net cash used in operating activities was $244,810 related to our net loss of $539,041, reduced by amortization of $9,214, loss on convertible notes of $203,867 and changes in operating assets and liabilities of $81,150. **Investing Activities** For the year ended March 31, 2025, net cash used in investing activities was $$12,056, comprised of advancement on convertible loan receivable of $30,917 and advancement on promissory loan receivable of $12,056, offset by payment from convertible loan receivable of $30,917. For the year ended March 31, 2024, net cash used in investing activities was $$42,954, comprised of advancement on convertible loan receivable of $5,000 and advancement on promissory loan receivable of $41,054, offset by payment from promissory loan receivable of $3,100. **Financing Activities** 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 repayment to related party of $7,093. For the year ended March 31, 2024, net cash provided by financing activities was $309,700 primarily from proceeds related to convertible notes of $305,800 and proceeds related to promissory notes of $3,900. **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. | | | | 8 | | | | | | Table of Contents | | **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. *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) | | **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. | | | | 9 | | | | | | Table of Contents | | **Item 8. Financial Statements and Supplementary Data** **CARO HOLDINGS, INC. FINANCIAL STATEMENTS** **INDEX TO FINANCIAL STATEMENTS** | | Pages | | | Report of Independent Registered Public Accounting Firms (PCAOB ID:6993) | F-2 | | | Report of Former Independent Registered Public Accounting Firm for year ended March 31, 2024 | F-4 | | | Balance Sheets | F-5 | | | Statements of Operations | F-6 | | | Statements of Changes in Stockholders Deficit | F-7 | | | Statements of Cash Flows | F-8 | | | Notes to Financial Statements | F-9 | | | | | | F-1 | | | | | | Table of Contents | | **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, 2025, and the related consolidated statements of operations, stockholders equity, and cash flows for the year ended March 31, 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, 2025, and the results of its operations and its cash flows for the year ended March 31, 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 **$692,956** and an accumulated deficit of **$1,795,907** for the year ended March 31, 2025. 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 Companys 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 Companys management. Our responsibility is to express an opinion on the Companys 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 Companys 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. **Deferred Business Acquisition Cost:** As disclosed in Note 4 to the financial statements the company signed an agreement to acquire 100% issued and outstanding shares of Gentlemans Craft, Inc by issuing 12,550,000 shares of Caro Holdings as purchase considerations We considered the acquisition as a critical audit matter because the amount is material to the financial statements and required estimation and significant judgement by management in determining the value of the acquired company. The procedures performed to address the matter included. | (i) | We reviewed the agreement for the exchange of stock | | | (ii) | We verified the shares issuance to the equity rollover and Transfer Agent report. | | | (iii) | We recalculated the purchase considerations | | | (iv) | We evaluated the completeness and accuracy of disclosures in the financial statements. | | | (v) | We inquired from the management about the possibility of contingent liabilities or disputes on the acquisition. | | | | | | F-2 | | | | | | | | **** **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 Companys 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 Companys ability to continue as a going concern, | | | (ii) | We evaluated managements 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 Companys 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 **Boladale Lawal & CO (PCAOB ID 6993)** We have served as the Companys auditor since 2025 Lagos, Nigeria July 15, 2025 | | | | F-3 | | | | | | Table of Contents | | **Report of Independent Registered Public Accounting Firm** The Board of Directors and Stockholders of **CARO HOLDINGS, INC.** Opinion on the Financial Statements We have audited the accompanying balance sheets of Caro Holdings, Inc (the Company) as of March 31, 2024, and 2023, and the related statements of operations, comprehensive loss, changes in stockholders deficit and cash flows for each of the two years ended March 31, 2024, and 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years ended March 31, 2024, and 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated deficit of $1,102,951, net loss of $**539,041.** These matters raise substantial doubt about the Companys ability to continue as a going concern. Managements plans with regards to these matters are also described in Note 2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits 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 audits 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 audits provide 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. /s/Olayinka Oyebola **OLAYINKA OYEBOLA & CO.** **(Chartered Accountants)** Lagos, Nigeria We have served as the Companys auditor since 2024. June 28, 2024 | | | | F-4 | | | | | | Table of Contents | | **CARO HOLDINGS INC.** CONSOLIDATED BALANCE SHEETS | | | March 31, | | | March 31, | | | | | | 2025 | | | 2024 | | | | ASSETS | | | | | | | | | Current Assets | | | | | | | | | Cash | | $ | 14,566 | | | $ | 20,794 | | | | Prepaid expense | | | - | | | | 105 | | | | Accounts receivable and other receivable | | | 13,005 | | | | 9 | | | | Promissory note receivable | | | 56,010 | | | | 43,954 | | | | Convertible note receivable | | | 5,000 | | | | 5,000 | | | | Interest receivable | | | 5,628 | | | | 1,959 | | | | Deferred business acquisition cost | | | 161,895 | | | | 161,895 | | | | Total Current Assets | | | 256,104 | | | | 233,716 | | | | | | | | | | | | | | | Software, net | | | 211,930 | | | | 248,786 | | | | | | | | | | | | | | | TOTAL ASSETS | | $ | 468,034 | | | $ | 482,502 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | | | | Current Liabilities | | | | | | | | | | | Accounts payable and accrued liabilities | | $ | 61,736 | | | $ | 81,559 | | | | Accrued interest payable | | | 87,796 | | | | 37,884 | | | | Due to related parties | | | 56,476 | | | | 63,360 | | | | Promissory notes payable | | | 28,900 | | | | 28,900 | | | | Convertible notes payable | | | 1,365,500 | | | | 735,332 | | | | Total Current Liabilities | | | 1,600,408 | | | | 947,035 | | | | | | | | | | | | | | | TOTAL LIABILITIES | | | 1,600,408 | | | | 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 | | | (1,795,907 | ) | | | (1,102,951 | ) | | | Accumulated other comprehensive loss | | | (16,330 | ) | | | (7,905 | ) | | | Total Stockholders' Deficit | | | (1,132,374 | ) | | | (464,533 | ) | | | | | | | | | | | | | | TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | $ | 468,034 | | | $ | 482,502 | | | *The accompanying notes are an integral part of these consolidated financial statements.* | | | | F-5 | | | | | | Table of Contents | | **CARO HOLDINGS INC.** CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | | | For the Year Ended | | | | | | March 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Revenues | | $ | 36,319 | | | $ | 577 | | | | | | | | | | | | | | | Operating Expenses | | | | | | | | | | | General and administration | | $ | 158,327 | | | $ | 17,082 | | | | Professional fees | | | 223,941 | | | | 134,041 | | | | Management consulting fees - related party | | | 8,795 | | | | 18,774 | | | | Amortization | | | 36,856 | | | | 9,214 | | | | Software and website development | | | 494 | | | | 130,293 | | | | Total operating expenses | | | 428,413 | | | | 309,404 | | | | | | | | | | | | | | | Loss from operations | | | (392,094 | ) | | | (308,827 | ) | | | | | | | | | | | | | | Other income (expense) | | | | | | | | | | | Interest expense | | | (316,123 | ) | | | (236,458 | ) | | | Interest income | | | 3,683 | | | | 1,946 | | | | Foreign exchange gain | | | 11,578 | | | | 4,298 | | | | Total other expense | | | (300,862 | ) | | | (230,214 | ) | | | | | | | | | | | | | | Net loss before taxes | | | (692,956 | ) | | | (539,041 | ) | | | Provision for income taxes | | | - | | | | - | | | | Net loss | | $ | (692,956 | ) | | $ | (539,041 | ) | | | | | | | | | | | | | | Other comprehensive loss | | | (8,425 | ) | | | (3,625 | ) | | | Comprehensive Loss | | | (701,381 | ) | | | (542,666 | ) | | | | | | | | | | | | | | Net Loss Per Common Share Basic and Diluted | | $ | (0.02 | ) | | $ | (0.01 | ) | | | | | | | | | | | | | | Weighted Average Common Shares Outstanding | | | 36,910,898 | | | | 40,829,575 | | | *The accompanying notes are an integral part of these consolidated financial statements* | | | | F-6 | | | | | | Table of Contents | | **CARO HOLDINGS INC.** CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT **FOR THE YEAR ENDED MARCH 31, 2025 AND 2024** | | | | | | | | | | | | | | | | | | | | | Common Stock | | | Additional | | | | | | AccumulatedOther | | | Total | | | | | | Number of Shares | | | Amount | | | Paid in Capital | | | AccumulatedDeficit | | | Comprehensive Loss | | | Stockholder'sDeficit | | | | Balance - March 31, 2023 | | | 60,000,000 | | | $ | 600 | | | $ | 442,828 | | | $ | (563,910 | ) | | $ | (4,280 | ) | | $ | (124,762 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | | Issuance of common stock for conversion of convertible notes | | | 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 | | | - | | | | - | | | | - | | | | - | | | | (3,625 | ) | | | (3,625 | ) | | | Net loss | | | - | | | | - | | | | - | | | | (539,041 | ) | | | - | | | | (539,041 | ) | | | Balance - March 31, 2024 | | | 36,505,000 | | | $ | 365 | | | $ | 645,958 | | | $ | (1,102,951 | ) | | $ | (7,905 | ) | | $ | (464,533 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Conversion of notes to common stock | | | 670,808 | | | | 7 | | | | 33,533 | | | | - | | | | - | | | | 33,540 | | | | Other comprehensive loss | | | - | | | | - | | | | - | | | | - | | | | (8,425 | ) | | | (8,425 | ) | | | Net loss | | | - | | | | - | | | | - | | | | (692,956 | ) | | | - | | | | (692,956 | ) | | | Balance - March 31, 2025 | | | 37,175,808 | | | $ | 372 | | | $ | 679,491 | | | $ | (1,795,907 | ) | | $ | (16,330 | ) | | $ | (1,132,374 | ) | | *The accompanying notes are an integral part of these consolidated financial statements* | | | | F-7 | | | | | | Table of Contents | | **CARO HOLDINGS INC.** CONSOLIDATED STATEMENTS OF CASH FLOWS | | | For the Year Ended | | | | | | March 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Cash Flows from Operating Activities: | | | | | | | | | Net loss | | $ | (692,956 | ) | | $ | (539,041 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Amortization | | | 36,856 | | | | 9,214 | | | | Loss on convertible notes | | | 265,000 | | | | 203,867 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Interest receivable | | | (3,670 | ) | | | (1,946 | ) | | | Other receivable | | | (10,060 | ) | | | (7 | ) | | | Prepaid expenses | | | 105 | | | | (105 | ) | | | Accounts payable and accrued liabilities | | | (20,203 | ) | | | 39,721 | | | | Accrued interest payable | | | 51,119 | | | | 32,594 | | | | Management salary payable | | | - | | | | 10,893 | | | | Net Cash Used in Operating Activities | | | (373,809 | ) | | | (244,810 | ) | | | | | | | | | | | | | | Cash Flows from Investing Activities: | | | | | | | | | | | Payment from convertible loan receivable | | | 30,917 | | | | - | | | | Advancement on convertible loan receivable | | | (30,917 | ) | | | (5,000 | ) | | | Payment from promissory loan receivable | | | - | | | | 3,100 | | | | Advancement on promissory loan receivable | | | (12,056 | ) | | | (41,054 | ) | | | Net Cash Used in Investing Activities | | | (12,056 | ) | | | (42,954 | ) | | | | | | | | | | | | | | Cash Flows from Financing Activities: | | | | | | | | | | | Proceeds from issuance of promissory note | | | - | | | | 3,900 | | | | Proceeds from issuance of convertible notes | | | 397,500 | | | | 305,800 | | | | Repayment to related party | | | (7,093 | ) | | | - | | | | Net Cash Provided by Financing Activities | | | 390,407 | | | | 309,700 | | | | | | | | | | | | | | | Effects on changes in foreign exchange rate | | | (10,770 | ) | | | (3,421 | ) | | | | | | | | | | | | | | Net Changes in Cash | | | (6,228 | ) | | | 18,515 | | | | Cash, beginning of period | | | 20,794 | | | | 2,279 | | | | Cash, end of period | | $ | 14,566 | | | $ | 20,794 | | | | | | | | | | | | | | | 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 consolidated financial statements* | | | | F-8 | | | | | | Table of Contents | | **CARO HOLDINGS INC.** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS **MARCH 31, 2025** **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 $1,795,907, and a net loss of $692,956 for the year ended March 31, 2025. The Company started to generate revenues of $36,319 during the year ended March 31, 2025. These factors among others raise substantial doubt about our ability to continue as a going concern. The Companys 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 financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Companys year end is March 31. *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. *Foreign Currency Translations* The Companys 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. | | | | | | F-9 | | | | | | Table of Contents | | 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. | | | YearEnded | | Year Ended | | | | | | March 31, | | March 31, | | | | | | 2025 | | 2024 | | | | Spot GBP: USD exchange rate | | 1.2918 | | | 1.2630 | | | | Average GBP: USD exchange rate | | 1.2759 | | | 1.2571 | | | 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 Companys 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) *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. | | | | F-10 | | | | | | Table of Contents | | 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 issuers equity shares; or (c) variations inversely related to changes in the fair value of the issuers 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, 2025, 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. For the year ended March 31, 2025 and 2024, 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, | | | | | | 2025 | | | 2024 | | | | | | (Shares) | | | (Shares) | | | | Convertible notes payable | | | 681,368 | | | | 735,332 | | | | | | | F-11 | | | | | | Table of Contents | | *Income Taxes* The Company accounts for income taxes pursuant to FASB ASC 740 *Income Taxes.* Pursuant to ASC 740, deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At March 31, 2025 and 2024, there were no unrecognized tax benefits. (Note 10) *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 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 Entitys 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. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (BCF). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. 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. The adoption of ASU 2023-09 has not had a material effect on the Companys statements and disclosures. 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 Companys 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 Companys 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 acquirees 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 acquirees reaching the following milestones: | | | Upon acquirees achieving $250,000 in net revenue, 25% (3,137,500 shares) of the common stock held in escrow will be released to the acquirees shareholders. | | | | | | | | | | Upon acquirees achieving $500,000 in net revenue, 25% (3,137,500 shares) of common stock held in escrow will be released to the acquirees shareholders. | | | | | | | | | | Upon acquirees achieving $1,000,000 in net revenue, 50% (6,275,000 shares) of common stock held in escrow will be released to the acquirees shareholders. | | As of March 31, 2025, the business acquisition has not been completed. The acquisition is expected to be completed during the quarter ended September 30, 2025. | | | | F-12 | | | | | | Table of Contents | | **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. 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, 2025 and 2024, the amortization expense was $36,856 and $9,214, respectively. As of March 31, 2025 and March 31, 2024, the intangible asset was $211,930 and $248,786, respectively. Based on the carrying value of finite-lived intangible assets as of March 31, 2025, the amortization expense for the next seven years will be as follows: | | | Amortization | | | | Year Ended March 31, | | Expense | | | | 2026 | | $ | 36,857 | | | | 2027 | | | 36,857 | | | | 2028 | | | 36,857 | | | | 2029 | | | 36,857 | | | | Thereafter | | | 64,502 | | | | | | $ | 211,930 | | | **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 March 31, 2025 and March 31, 2024, the loan receivable was $11,000 and $11,000, respectively. As of March 31, 2025 and March 31, 2024, the loan interest receivable was $1,726 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 year ended March 31, 2025, the Company issued $12,056 in loan receivable. As of March 31, 2025 and March 31, 2024, the loan receivable was $15,510 and $0, respectively. As of March 31, 2025 and. March 31, 2024, the loan interest receivable was $944 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 March 31, 2025 and March 31, 2024, the loan receivable was $20,000 and $20,000, respectively. As of March 31, 2025 and March 31, 2024, the loan interest receivable was $2,472 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 March 31, 2025 and March 31, 2024, the loan receivable was $9,500 and $9,500, respectively. As of March 31, 2025 and March 31, 2024, the total loan receivable was $56,010 and $43,954 respectively. As of March 31, 2025 and March 31, 2024, total loan interest receivable was $5,142 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 March 31, 2025 and March 31, 2024, the total loan receivable was $5,000 and $5,000, respectively. As of March 31, 2025 and March 31, 2024, the loan interest receivable was $486 and $19, respectively. On February 11, 2025, the Company signed an agreement with an unaffiliated company for a convertible loan receivable amount of $30,917. The loan bears interest at 8% per annum and expires on December 1, 2027. The Company may convert the outstanding amount of the loan, including accrued interest, into shares of the unaffiliated company at a valuation of GBP3,000,000 minus any outstanding debt at the time of the conversion. On February 21, 2025, $30,917 of the loan wasfully repaid. As of March 31, 2025 and March 31, 2024, the loan interest receivable was $68 and $0, respectively. | | | | F-13 | | | | | | Table of Contents | | As of March 31, 2025 and March 31, 2024, the total loan receivable was $5,000 and $5,000, respectively. As of March 31, 2025 and March 31, 2024, the loan interest receivable was $419 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 March 31, 2025 and March 31, 2024, the total promissory note payable was $28,900 and $28,900, respectively. As of March 31, 2025 and March 31, 2024, the accrued interest payable was $5,563 and 3,251, respectively. **NOTE 9 CONVERTIBLE NOTES PAYABLE** As of March 31, 2025 and March 31, 2024, the total principal balance of the convertible notes payable was $1,365,500 and $735,332, respectively. | | | March 31, | | | March 31, | | | | | | 2025 | | | 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 | | | | - | | | | January 2025 | | | 233,333 | | | | - | | | | February 2025 | | | - | | | | - | | | | March 2025 | | | 66,667 | | | | - | | | | | | $ | 1,365,500 | | | $ | 735,332 | | | 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 Companys stock during the previous 15 trading days prior to conversion | | During the year ended March 31, 2025 and 2024, debt premium of $265,000 and $203,867 was recognized as a loss on convertible note and charged to interest expense. | | | | F-14 | | | | | | Table of Contents | | During the year ended March 31, 2025 and 2024, interest expense of $316,123 (including $265,000 loss on convertible notes charged to interest expense as described above) and $236,458 (including $203,867 loss on convertible notes charged to interest expense as described above) was incurred on convertible notes, respectively. During the year ended March 31, 2025, the Company issued 670,808 shares of common stock for the repayment of convertible note principal amount of $32,333 and accrued interest of $1,207. As of March 31, 2025 and March 31, 2024, accrued interest payable on convertible notes was $82,233 and $34,633, respectively. **NOTE 10 RELATED PARTY TRANSACTIONS** During the year ended March 31, 2025 and 2024, the Company incurred $8,795 and $18,774management consulting fees to the director and Chief Operating Officer (COO) of the Company, respectively. During the year ended March 31, 2025, the Company made repayment of $7,093 to the Director. As of March 31, 2025 and March 31, 2024, the amount due to the director and COO of the Company was $6,132and $10,944, respectively. As of March 31, 2025 and March 31, 2024, there was $56,476 and $63,360 due to the current directors of the Company, respectively. **NOTE 11 EQUITY** Authorized Stock The Companys authorized common stock consists of 75,000,000 shares at $0.00001 par value. Common Stock *Year Ended March 31, 2025* During the year ended March 31, 2025, 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. *Year Ended March 31, 2024* On July 31, 2023, the Company issued600,000shares of common stock for the partial repayment on a convertible note of $30,000. On August 4, 2023, the Company cancelled36,865,000shares of common stock previously held by the former director and CEO of the Company. On October 31, 2023, the Company issued20,000shares of common stock for the partial repayment on a convertible note of $1,000. On November 1, 2023, the Company issued200,000shares of common stock for the partial repayment on a convertible note of $10,000. On November 17, 2023, the Company issued into escrow12,550,000shares of common stock for acquisition of a non-affiliated corporation in which the acquiree will become wholly owned subsidiary of the Company. (Note 4) As of March 31, 2025 and March 31, 2024, the issued and outstanding common stock was 37,175,808 shares and 36,505,000 shares, respectively. **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 Companys deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of March 31, 2025 and 2024, are as follows: | | | March 31, | | | March 31, | | | | | | 2025 | | | 2024 | | | | Net operating loss carryforward | | $ | (1,795,907 | ) | | $ | (1,102,951 | ) | | | Tax Rate | | | 21 | % | | | 21 | % | | | Deferred tax asset | | | (377,141 | ) | | | (231,620 | ) | | | Less: Valuation allowance | | | 377,141 | | | | 231,620 | | | | Deferred tax asset | | $ | - | | | $ | - | | | | | | | F-15 | | | | | | Table of Contents | | As of March 31, 2025, the Company had approximately $1,800,000in net operating losses (NOLs) that may be available to offset future taxable income, whichbegin to expire between 2036 and 2038. NOLs generated in tax years prior to March 31, 2018, can be carried forward for twenty years, whereas NOLs generated after March 31, 2018 can be carried forward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Companys net operating loss carry forwards is subject to annual limitations following greater than50% ownership changes. Tax returns for the years ended 2016 through 2025 are subject to review by the tax authorities. **NOTE 13 SEGMENT REPORTING** Operating segmentscomprised of the components of an entity in which separate information is available for evaluation by the Companys 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 Companys 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 Companys net loss as reported in the Statements of Operations. The Companys 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 Companys 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, 2025 to the date these financial statements were issued and has determined that it has the following material subsequent events: On May 16, 2025, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $12,000. The convertible promissory note bears interest at8% per annum and matures six months from the issuance date.The conversion price is 60% of the average VWAP of the Companys stock during the previous 15 trading days prior to conversion. On May 23, 2025, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $6,000. The convertible promissory note bears interest at8% per annum and matures six months from the issuance date.The conversion price is 60% of the average VWAP of the Companys stock during the previous 15 trading days prior to conversion. On June 13, 2025, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $5,000. The convertible promissory note bears interest at8% per annum and matures six months from the issuance date.The conversion price is 60% of the average VWAP of the Companys stock during the previous 15 trading days prior to conversion. | | | | F-16 | | | | | | 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, 2025 and 2024 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 Commissions 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, 2025 and 2024. **Mana****gements 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). 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. Managements assessment of the effectiveness of the small business issuers internal control over financial reporting is as of the year ended March 31, 2025. 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 companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements 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, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. **Item 9B. Other Information.** Not applicable. | | | | 10 | | | | | | Table of Contents | | **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 July 11, 2025: | Name | Age | Position | Since | | | Christopher McEachnie (1) | 52 | Director, President, Chief Executive Officer, and Treasurer | April 2022 | | | Christopher McEachnie (1) | 52 | Director, Chief Executive Officer | September 2022 | | | Meriesha Rennalls | 42 | Chief Operating Officer, President, Director and Secretary | September 2022 | | (1) Christopher McEachnie resigned as President, CFO and Treasurer September 21, 2022. **Christopher McEachnie** Mr. McEachnie grew up in West Vancouver with his older brothers. At the age of 19 he moved to Whistler BC and started a successful ski tuning company called Midnights Edge while working summers at Whistler Woodcraft Ltd. He ventured in real estate investment eventually purchasing several homes in Whistler Squamish and North Vancouver. Still based out of western Canada, Mr. McEachnie now runs a successful roofing company that installs commercial and residential roofs across the region. **Meriesha Rennalls **For the past 3 years, Ms. Rennalls has been acting as a COO for a telecom company, handling operations, client care and providing engineering support. She is an experienced product and project manager, familiar with the full suite of products in Unified Communications. She is an experienced operational telecom executive with broad based perspective gained from more than 15 years in the field, working with telephony carriers such KCOM, Verizon, Bandwidth and BT/Openreach. **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. 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. | | | | 11 | | | | | | Table of Contents | | **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, 2025 and 2024 was as follows: | | | | | | | | | | | | | | Change in | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Pension | | | | | | | | | | | | | | | | | | | | | | | | | | Non- | | | Value and | | | | | | | | | | | | | | | | | | | | | | | | | | Equity | | | Nonqualified | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive | | | Deferred | | | All | | | | | | | | | | | | | | | | | | | | | | | Plan | | | Compensa- | | | Other | | | | | | | Name and | | | | | | | | | | Stock | | | Option | | | Compensa- | | | tion | | | Compensa- | | | | | | | Principal | | | | Salary | | | Bonus | | | Awards | | | Awards | | | tion | | | Earnings | | | tion | | | Total | | | | Position | | Year | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | | Christopher McEachnie (1) President | | 2025 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | CEO, CFO, Treasurer and Director | | 2024 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Meriesha Rennalls, President | | 2025 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | COO, Secretary and Director | | 2024 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | (1) On September 21, 2022, Christopher McEachnie resigned his position as President, CFO and Treasurer of the Company. Upon resignation, Meriesha Rennalls was appointed as President, COO, Director and Secretary. **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. **Directors 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. | | | | 12 | | | | | | Table of Contents | | **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.** The following table sets forth as of July 11, 2025 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, | | | | | | | (ii) | each executive officer, | | | | | | | (iii) | all current directors and executive officers as a group, and | | | | | | | (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 CommonShares Beneficial Owned | | | Percent of Class | | | | Noise Comms Limited (1)32 Eyre Street, Sheffield, UK S3 8LT | | | 19,349,000 | | | | 52.05 | % | | | Gentleman's Craft Management Trust30 N Gould St, Ste R, Sheridan WY 82801 | | | 12,500,000 | | | | 33.62 | % | | | | | | | | | | | | | | | | | 31,849,000 | | | | 85.67 | % | | (1) The COO and Director of the Company is the sole shareholder, COO and director of Noise Comms Ltd. **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.** On June 15, 2025, the Company decided and approved by the Board of Directors of the Company that Olayinka Oyebola & Co (OO & Co.) would no longer serve as the companys independent registered public accounting firm, effective as of June 15, 2025. The report of OO & Co on the Companys financial statements for the fiscal years ended March 31, 2024 and 2023 did not contain an adverse or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such report on the Companys financial statements contained an explanatory paragraph in respect to the substantial doubt about the Companys ability to continue as a going concern. On June 18, 2025, the Company engaged Boladale Lawal & Co (BL & Co.) as its new independent registered public accounting firm to audit and review the Companys financial statements. The aggregate fees billed for the most recently completed fiscal year ended March 31, 2025 and for fiscal year ended March 31, 2024 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-Q 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 | | | | | | March 31,2025 | | | March 31,2024 | | | | Audit Fees | | $ | 12,000 | | | $ | 10,000 | | | | Audit Related Fees | | | - | | | | - | | | | Tax Fees | | | - | | | | - | | | | All Other Fees | | | - | | | | - | | | | Total | | $ | 12,000 | | | $ | 10,000 | | | **Pre-Approval Policy** 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. | | | | 13 | | | | | | Table of Contents | | **PART IV** **Item 15. Exhibits.** **EXHIBITS:** | Exhibit Number | | Description of Exhibits | | | 31.1 | | Certification by the Principal Executive Officer | | | 32.1 | | Certification by the Principal Executive Officer | | | | | | 14 | | | | | | 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 15th day of July 2025. | | CARO HOLDINGS INC. | | | | | | | | | | | By: | /s/ Christopher McEachnie | | | | | | Christopher McEachnie | | | | | | (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/ Christopher McEachnie | | | Dated: July 15, 2025 | | | Christopher McEachnie | | | | | | Principal Executive Officer, Director | | | | | | | | | 15 | |