10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2023

or

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

For the transition period from _____________ to  _____________

Commission File Number 333-212268

CARO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
7 Castle Street, Sheffield, UK	S3 8LT
(Address of principal executive offices)	(Zip Code)

(786) 755-3210

(Registrant’s telephone number, including area code)

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒  NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

23,135,000 shares of common stock issued and outstanding as of August 17, 2023

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1 A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	17
SIGNATURES		18

2

PART I - FINANCIAL INFORMATION

 CARO HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			March 31,
	2023			2023
	(Unaudited)
ASSETS
Current Assets
Cash	$	959		$	2,279
Other receivable		123			-
Promissory note receivable		13,305			6,000
Interest receivable		193			13
Total Current Assets		14,580			8,292
Software		258,000			258,000
TOTAL ASSETS	$	272,580		$	266,292
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	101,732		$	40,476
Accrued interest payable		10,645			5,290
Due to related parties		56,961			53,622
Promissory notes payable		28,900			25,000
Convertible notes payable		350,000			266,666
Total Current Liabilities		548,238			391,054
TOTAL LIABILITIES		548,238			391,054
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. 60,000,000 shares issued and outstanding		600			600
Additional paid in capital		442,828			442,828
Accumulated deficit		(710,156	)		(563,910	)
Accumulated other comprehensive loss		(8,930	)		(4,280	)
Total Stockholders' Deficit		(275,658	)		(124,762	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	272,580		$	266,292

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

3

CARO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	For the Three Months Ended
	June 30,
	2023			2022
Operating Expenses
General and administration	$	3,342		$	-
Professional fees		37,680			10,572
Management consulting fees - related party		7,504			-
Software and website development		63,654			-
Total operating expenses		112,180			10,572
Loss from operations		(112,180	)		(10,572	)
Other income (expense)
Interest expense		(38,689	)		-
Interest income		180			-
Foreign exchange gain		4,443			-
Total other income (expense)		(34,066	)		-
Net loss before taxes		(146,246	)		(10,572	)
Provision for income taxes		-			-
Net loss	$	(146,246	)	$	(10,572	)
Other comprehensive loss		(4,650	)		-
Comprehensive Loss		(150,896	)		(10,572	)
Net Loss Per Common Share – Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding		60,000,000			40,000,000

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

4

CARO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

										Accumulated
	Common Stock				Additional					Other			Total
	Number of Shares		Amount		Paid in Capital		Accumulated  Deficit			Comprehensive  Loss			Stockholder's Deficit
Balance - March 31, 2023		60,000,000	$	600	$	442,828	$	(563,910	)	$	(4,280	)	$	(124,762	)
Other comprehensive loss		-		-		-		-			(4,650	)		(4,650	)
Net loss		-		-		-		(146,246	)		-			(146,246	)
Balance - June 30, 2023		60,000,000	$	600	$	442,828	$	(710,156	)	$	(8,930	)	$	(275,658	)

	Common Stock				Additional					Total
	Number of Shares		Amount		Paid in Capital		Accumulated Deficit			Stockholder's Deficit
Balance - March 31, 2022		40,000,000	$	400	$	185,028	$	(207,431	)	$	(22,003	)
Net loss		-		-		-		(10,572	)		(10,572	)
Balance - June 30, 2022		40,000,000	$	400	$	185,028	$	(218,003	)	$	(32,575	)

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

5

CARO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended
	June 30,
	2023			2022
Cash Flows from Operating Activities:
Net loss	$	(146,246	)	$	(10,572	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on convertible notes		33,333			-
Changes in operating assets and liabilities:
Interest receivable		(180	)		-
Other receivable		(97	)		-
Prepaid expenses		-			(6,505	)
Accounts payable and accrued liabilities		64,097			17,077
Accrued interest payable		5,355			-
Net Cash Used in Operating Activities		(43,739	)		-
Cash Flows from Investing Activities:
Advancement on loan receivable		(7,305	)		-
Net Cash Used in Investing Activities		(7,305	)		-
Cash Flows from Financing Activities:
Proceeds from issuance of promissory note		3,900			-
Proceeds from issuance of convertible notes		50,000			-
Advancement from related party		-			500
Net Cash Provided by Financing Activities		53,900			500
Effects on changes in foreign exchange rate		(4,176	)		-
Net Changes in Cash		(1,320	)		500
Cash, beginning of period		2,279			1,429
Cash, end of period	$	959		$	1,929
Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-Cash Investing and Financing Activities:
Operating expenses paid by related parties	$	4,684		$	20,865

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

6

CARO HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Caro Holdings Inc. (the “Company”) was incorporated in the State of Nevada on March 29, 2016 and engaged in the subscription box business with initial focus on offering sock subscriptions to its customers. The Company changed its business during the year and is now engaged in the development of its Direct To Consumer systems and methodologies where the Company analyzes the marketplace and works with mid-size brands that have a strong bricks and mortar presence, and have a desire to increase their digital presence.

Effective April 28, 2022, Rozh Caroro, the previous sole director, CEO and majority shareholder of the Company, entered into a stock purchase agreement for the sale of 36,795,000 shares of Common Stock of the Company to Christopher McEachnie. As a result of the stock transfer, Mr. McEachnie holds approximately 92% of the issued and outstanding shares of Common Stock of the Company, and as such he is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Also effective April 25, 2022, the previous sole officer and director of the Company, Rozh Caroro, resigned her positions with the Company. Upon her resignation, Mr. McEachnie was appointed as Chief Executive Officer, Treasurer and Secretary, and sole Director of the Company.

On September 21 2022, the Company incorporated a subsidiary Caro Holdings International Ltd. in the UK to streamline operations, hire employees, consultants and contractors including the payment of payroll taxes and the collection of local VAT. The subsidiary is currently enhancing the ecommerce software that will allow the Small and Medium sized Business (SMB) community to sell, market and distribute their products.  The company intends to create subsidiaries in markets where it perceives a significant sales opportunity. 

The Company is located at 7 Castle Street, Sheffield, UK.

NOTE 2 – GOING CONCERN UNCERTAINTY

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $710,156, and a net loss of $146,246 for the three months ended June 30, 2023. The Company did not generate revenues during the three months ended June 30, 2023. These factors among others raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management believes that the current actions to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2023 included in the Company’s Annual Report on Form 10-K as filed with the SEC on July 14, 2023.

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.

7

Foreign Currency Translations

The Company’s functional and reporting currency is the U.S. dollar. Caro Holdings International, Ltd.’s functional currency is the Great British Pounds (GBP). All transactions initiated in GBP are translated into U.S. dollars in accordance with ASC 830-30, ”Translation of Financial Statements,” as follows:

1)	Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
2)	Equity at historical rates.
3)	Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). Gains and losses from foreign currency transactions are included in earnings in the period of settlement.

	Three Months Ended		Three Months Ended
	June 30,		June 30,
	2023		2022
Spot GBP: USD exchange rate		1.2702		n/a
Average GBP: USD exchange rate		1.2523		n/a

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.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification had no impact on net loss and financial position.

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 4)

Related Parties

We follow ASC 850, ”Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (Note 8)

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.

8

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 -	quoted prices in active markets for identical assets or liabilities
Level 2 -	quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 -	inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Convertible Note

The Company follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives. The Company records each convertible note as a liability at the fixed monetary amount by measuring and recording a premium, as applicable, on the note issuance date with a charge to interest expense in the accompanying consolidated statements of operations and comprehensive loss.

Software Development

The Company accounts for all software purchased and software development costs in accordance with FASB ASC 985-20 “Software”. Accordingly, all costs incurred prior to establishing technological feasibility are expensed and software purchased or developed with established technological feasibility are capitalized. Software purchased is recorded at cost and depreciated using the straight-line method upon implementation with an estimated useful life of seven years.

As of June 30, 2023, purchased software of $258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization. During the three months ended June 30, 2023 and 2022, the Company incurred $62,882 and $0 software development cost, respectively.

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. During the three months ended June 30, 2023 and 2022, the Company incurred $722 and $0 web development cost, respectively.

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 three ended June 30, 2023 and 2022, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

	June 30,		June 30,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		350,000		-
		350,000		-

9

Recently Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

NOTE 4 – 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 will be amortized over estimated useful life of seven years following launch of the service planned during the 4^th quarter of year 2023. As of June 30, 2023 and March 31, 2023, the intangible asset was $258,000. Based on the carrying value of finite-lived intangible assets as of June 30, 2023, the amortization expense for the next seven years will be as follows:

	Amortization
Year Ended March 31,	Expense
2024	$	18,429
2025		36,857
2026		36,857
2027		36,857
2028		36,857
Thereafter		92,143
	$	258,000

NOTE 5 – 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 three months ended June 30, 2023, the Company issued $5,000 in loan receivable to the unaffiliate. As of June 30, 2023 and March 31, 2023, the loan receivable was $11,000 and $6,000, respectively. As of June 30, 2023 and March 31, 2023, the loan interest receivable was $183 and $13, respectively.

On June 1, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $5,000. The loan bears interest at 8% per annum and has a six month term. During the three months ended June 30, 2023, the Company issued $2,305 in loan receivable to the unaffiliate. As of June 30, 2023 and March 31, 2023, the loan receivable was $2,305 and $0, respectively. As of June 30, 2023 and March 31, 2023, the loan interest receivable was $10 and $0, respectively.

As of June 30, 2023 and March 31, 2023, the total loan receivable was $13,305 and $6,000, respectively. As of June 30, 2023 and March 31, 2023, total loan interest receivable was $193 and $13, respectively.

NOTE 6 – 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 June 30, 2023 and March 31, 2023, the promissory note payable was $28,900 and $25,000, respectively. As of June 30, 2023 and March 31, 2023, the accrued interest payable was $1,509 and 948, respectively.

10

NOTE 7 – CONVERTIBLE NOTES PAYABLE

As of June 30, 2023 and March 31, 2023, the total principal balance of the convertible notes payable was $350,000 and $266,666, respectively.

On October 13, 2022, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $20,000. The convertible promissory note bears interest at 10% per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company’s’ stock during the previous 15 trading days prior to conversion. Debt premium of $13,333 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $33,333.

On November 8, 2022, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $70,000. The convertible promissory note bears interest at 8% per annum and matures one year from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $46,667 was recognized as a loss on convertible note and charged to interest expense.  As of  June 30, 2023 and March 31, 2023, the balance of the convertible note was $116,667.

On November 19, 2022, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $20,000. The convertible promissory note bears interest at 8% per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $13,333 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $33,333.

On February 22, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $50,000. The convertible promissory note bears interest at 8% per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $33,333 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $83,333.

On April 19, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $30,000. The convertible promissory note bears interest at 8% per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $20,000 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $50,000.

On May 22, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $20,000. The convertible promissory note bears interest at 8% per annum and matures one year from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $13,333 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $,33,333.

Accrued interest on convertible notes

During the three months ended June 30, 2023 and 2022, interest expense of $38,128 (including $33,333 loss on convertible notes charged to interest expense as described above) and $0 was incurred on convertible notes, respectively. As of June 30, 2023 and March 31, 2023, accrued interest payable on convertible notes was $9,136 and $4,342, respectively.

NOTE 8 – RELATED PARTY TRANSACTIONS

On January 9, 2023, the Company issued 20,000,000 shares of common stock to Noise Comms Ltd., a corporation controlled by the director and COO of the Company, for the acquisition of software valued at $258,000. (Note 4)

During the three months ended June 30, 2023 and 2022, the director and Chief Executive Officer (“CEO”) of the Company paid $0 and $20,865 on behalf of the Company for business operation purpose, respectively. On December 31, 2022, the Company entered into a board resolution with the director and CEO of the Company for the cancellation of 36,865,000 shares of common stock. As of June 30, 2023, the cancellation of the common stock transaction has not been completed. (Note 10)

During the three months ended June 30, 2023, the Company incurred $7,504 management consulting fees to the director and Chief Operating Officer (“COO”) of the Company. As of June 30, 2023 and March 31, 2023, the management consulting fee payable to the director and COO of the Company was $4,533 and $1,250, respectively.

As of June 30, 2023 and March 31, 2023, there was $56,961 and $53,622 due to the current directors of the Company, respectively.

11

NOTE 9 – EQUITY

Authorized Stock

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

Common Stock

On January 9, 2023, the Company issued 20,000,000 shares of common stock to Noise Comms Ltd., a corporation controlled by the director and COO of the Company, for the acquisition of software valued at $258,000. (Note 4 & 7)

As of June 30, 2023 and March 31, 2023, the issued and outstanding common stock was 60,000,000 shares.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the June 30, 2023 to the date these financial statements were issued and has determined that it has the following material subsequent events:

On December 31, 2022, the Company entered into a board resolution with the director and CEO of the Company for the cancellation of 36,865,000 shares of common stock. On August 4, 2023, the cancellation of the common stock transaction was completed.

On July 31, 2023, the Company agreed to issue 540,000 shares of common stock for the conversion of a convertible note of $30,000.

12

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

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

General Overview

Our 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 sent directly to a customer on a recurring basis. In April of 2022, the Company underwent a change in ownership.

Effective April 28, 2022, Rozh Caroro, the previous sole director, CEO and majority shareholder of the Company, entered into a stock purchase agreement for the sale of 36,795,000 shares of Common Stock of the Company to Christopher McEachnie. As a result of the stock transfer, Mr. McEachnie holds approximately 92% of the issued and outstanding shares of Common Stock of the Company, and as such he is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Also effective April 25, 2022, the previous sole officer and director of the Company, Rozh Caroro, resigned her positions with the Company. Upon her resignation, Mr. McEachnie was appointed as Chief Executive Officer, Treasurer and Secretary, and sole Director of the Company.

On September 21 2022, the Company incorporated a subsidiary Caro Holdings International Ltd. in the UK. To streamline operations, hire employees, consultants and contractors including the payment of payroll taxes and the collection of local VAT, Caro Holdings International Ltd, has been established. The subsidiary is currently enhancing the ecommerce software that will allow the Small and Medium sized Business (SMB) community to sell, market and distribute their products.  The company intends to create subsidiaries in markets where it perceives a significant sales opportunity.

Prior to September 2022, 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.

Our Current Business

We are now engaged in the development of our Direct to Consumer (D2C) systems and methodologies where we analyze the marketplace and work with mid-size brands that have a strong bricks and mortar presence, and have a desire to increase their digital presence.

Our D2C system is designed to be a fully integrated, end-to-end system that allows control of data that provides insight from multiple channels to facilitate successful marketing decisions based on a client’s entire business’ performance. Based on these analytics, the system can immediately deploy personalization and optimization independently, and enhance understanding of how customer interactions vary across different regions. Furthermore, our infrastructure is designed to take advantage of growth opportunities with minimal additional costs.

Since September 2022, the company has identified all of the components that it needs to provide service. It has been actively either acquiring or building these core components, plus additional features. It has engaged in a number of marketing activities, and has example clients in multiple industries using, testing and providing feedback for our system. The Company is also looking to provide its marketplace platform for the sale of products and services to the pet care industry via primary national suppliers in the United States. The Company is also engaging in social media campaigns, making businesses aware of our services. Our marketing strategies are expected to include attending trade shows and fairs, online conferences, and utilizing identified experts in affiliate marketing, pay per click, organic, search, engine, optimization, and social media marketing to promote D2C commerce.

13

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.

We are a small early-stage development company. 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.

Marketing, Advertising, and Promotion

We believe that our systems will become one of our most important assets. Our ability to successfully create brand awareness is dependent upon our ability to address the changing needs and priorities of each brand’s target customers. To that end, we plan to focus much of our marketing efforts to recruit partners. We will then apply our methodologies to better understand their customers and their needs and ensure we align our brand messages in the marketing, and the channels through which we deliver these messages, to the target customers.

Results of Operations

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

	Three Months Ended
	June 30,						Change			Change
	2023			2022			Amount			Percentage
Operating expenses	$	112,180		$	10,572			101,608			961	%
Loss from operations		(112,180	)		(10,572	)		(101,608	)		961	%
Other expenses		(34,066	)		-			(34,066	)		100	%
Net Loss	$	(146,246	)	$	(10,572	)	$	(135,674	)		1,283	%

Net loss increased from $10,572 for the three months ended June 30, 2022 to $146,246 for the three months ended June 30, 2023 due to the increase in operating expenses and other expenses.

During the three months ended June 30, 2023 and 2022, we did not generate revenues.

Operating expenses for the three months ended June 30, 2023 consisted of audit and accounting fees, software development expense, legal fees, consulting fees and website development expense. The increase in operating expenses was primarily a result of an increase in development activities, audit fees, legal fees and consulting fees.

During the three months ended June 30, 2023, the Company incurred other expenses of $34,066 mainly consist of loss on convertible notes of $37,680.

Liquidity and Financial Condition

Working Capital (Deficiency)
	June 30, 2023			March 31, 2023
Current Assets	$	14,580		$	8,292
Current Liabilities		548,238			391,054
Working Capital (Deficiency)	$	(533,658	)	$	(382,762	)

Our total current assets as of June 30, 2023 were as $14,580 compared to total current assets of $8,292 as of March 31, 2023. The increase was primarily due to an increase in promissory note receivable.

Our total current liabilities as of June 30, 2023 were $548,238 as compared to total current liabilities of $2391,054 as of March 31, 2023. The increase was mainly attributed to the increase in convertible notes and accounts payable and accrued liabilities.

14

Working capital deficiency increased from $382,762 as of March 31, 2023 to $533,658 as of June 30, 2023 mainly due to the increase in convertible notes and accounts payable and accrued liabilities.

The report of our auditors on our audited financial statements for the fiscal year ended March 31, 2023, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have achieved limited operating revenues since our inception. We have been dependent on sales of equity securities to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.

	Three Months Ended
	June 30,
	2023			2022
Cash used in Operating Activities	$	(43,739	)	$	-
Cash used in Investing Activities		(7,305	)		-
Cash provided by Financing Activities		53,900			500
Effects on changes in foreign exchange rate		(4,176	)		-
Net changes in cash during period	$	(1,320	)	$	500

Operating Activities

For the three months ended June 30, 2023, net cash used in operating activities was $43,739, related to our net loss of $146,246, decreased by loss on convertible notes of $33,333 and net changes in operations assets and liabilities of $69,175.

For the three months ended June 30, 2022, net cash used in operating activities was $0, related to our net loss of $10,572, offset by net changes in operations assets and liabilities of $10,572.

Investing Activities

For the three months ended June 30, 2023, net cash used in financing activities was $7,305 from advancement on loan receivable.

We did not use any funds for investing activities for the three months ended June 30, 2022.

Financing Activities

For the three months ended June 30, 2023, net cash provided by financing activities was $53,900 from issuance of a promissory note of $39,000 and issuance of convertible notes of $50,000. For the three months ended June 30, 2022, net cash provided by financing activities was $500 from advancement from related party.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Basis of Presentation

The financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”).

Use of Estimates

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates.

15

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

Our Company’s financial instruments include cash and cash equivalents and accrued liabilities. It is management’s opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available.

Management believes it is not practical to determine the fair value of accounts payable and accrued liabilities, and note payable to related parties and lease and management arrangement with related parties, if any, because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Recently Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

As disclosed in our Quarterly Report on Form 10-Q for the three months ended June 30, 2023, based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of June 30, 2023, due to inadequate segregation of duties and ineffective risk management, and insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. Management believes the above weakness constitute material weaknesses in our internal control over financial reporting. Until such time, if ever, that we remediate the material weakness in our internal control over financial reporting we expect that the material weaknesses in our disclosure controls and procedures will continue.

Changes in Internal Control over Financial Reporting

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

16

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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

17

SIGNATURES

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

	CARO HOLDINGS INC.
	(Registrant)
Dated: August 21, 2023	By:	/s/ Meriesha Rennalls
		Meriesha Rennalls
		President, Chief Operating Officer,
		Secretary (Principal Executive Officer)

18

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Meriesha Rennalls, certify that:

1.	I have reviewed this annual report on Form 10-Q of Caro Holdings Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15 (f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 21^st, 2023

/s/ Christopher McEachnie

Christopher McEachnie

Chief Executive Officer

(Principal Executive Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Christopher McEachnie, Chief Executive Officer of Caro Holdings Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the annual report on Form 10-Q of Caro Holdings Inc. for the period ended June 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Caro Holdings Inc.

Dated: August 21^st, 2023

/s/ Christopher McEachnie

Christopher McEachnie

Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Caro Holdings Inc. and will be retained by Caro Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	3 Months Ended
	Jun. 30, 2023	Aug. 17, 2023
Cover [Abstract]
Entity Registrant Name	CARO HOLDINGS INC.
Entity Central Index Key	0001678105
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		23,135,000
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-212268
Entity Incorporation State Country Code	NV
Entity Address Address Line 1	7 Castle Street
Entity Address City Or Town	Sheffield
Entity Address Country	GB
City Area Code	786
Local Phone Number	755-3210
Entity Interactive Data Current	Yes
Entity Address Postal Zip Code	S3 8LT

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Current Assets
Cash	$ 959	$ 2,279
Other receivable	123	0
Promissory note receivable	13,305	6,000
Interest receivable	193	13
Total Current Assets	14,580	8,292
Software	258,000	258,000
TOTAL ASSETS	272,580	266,292
Current Liabilities
Accounts payable and accrued liabilities	101,732	40,476
Accrued interest payable	10,645	5,290
Due to related parties	56,961	53,622
Promissory notes payable	28,900	25,000
Convertible notes payable	350,000	266,666
Total Current Liabilities	548,238	391,054
TOTAL LIABILITIES	548,238	391,054
Stockholders' Deficit
Preferred stock: 75,000,000 authorized; $0.00001 par value. No shares issued and outstanding	0	0
Common stock: 75,000,000 authorized; $0.00001 par value. 60,000,000 shares issued and outstanding	600	600
Additional paid in capital	442,828	442,828
Accumulated deficit	(710,156)	(563,910)
Accumulated other comprehensive loss	(8,930)	(4,280)
Total Stockholders' Deficit	(275,658)	(124,762)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 272,580	$ 266,292

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Mar. 31, 2023
Stockholders' Deficit
Preferred stock, shares authorized	75,000,000	75,000,000
Preferred stock, shares par value	$ 0.00001	$ 0.00001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares par value	$ 0.00001	$ 0.00001
Common stock, shares issued	60,000,000	60,000,000
Common stock, shares outstanding	60,000,000	60,000,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating Expenses
General and administration	$ 3,342	$ 0
Professional fees	37,680	10,572
Management consulting fees - related party	7,504	0
Software and website development	63,654	0
Total operating expenses	112,180	10,572
Loss from operations	(112,180)	(10,572)
Other income (expense)
Interest expense	(38,689)	0
Interest income	180	0
Foreign exchange gain	4,443	0
Total other income (expense)	(34,066)	0
Net loss before taxes	(146,246)	(10,572)
Provision for income taxes	0	0
Net loss	(146,246)	(10,572)
Other comprehensive loss	(4,650)
Comprehensive Loss	$ (150,896)	$ (10,572)
Net Loss Per Common Share - Basic and Diluted	$ (0.00)	$ (0.00)
Weighted Average Common Shares Outstanding	60,000,000	40,000,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Balance, shares at Mar. 31, 2022		40,000,000
Balance, amount at Mar. 31, 2022	$ (22,003)	$ 400	$ 185,028	$ (207,431)
Net loss	(10,572)	$ 0	0	(10,572)
Balance, shares at Jun. 30, 2022		40,000,000
Balance, amount at Jun. 30, 2022	(32,575)	$ 400	185,028	(218,003)
Balance, shares at Mar. 31, 2023		60,000,000
Balance, amount at Mar. 31, 2023	(124,762)	$ 600	442,828	(563,910)	$ (4,280)
Net loss	(146,246)	0	0	(146,246)	0
Other comprehensive loss	(4,650)	$ 0	0	0	(4,650)
Balance, shares at Jun. 30, 2023		60,000,000
Balance, amount at Jun. 30, 2023	$ (275,658)	$ 600	$ 442,828	$ (710,156)	$ (8,930)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (146,246)	$ (10,572)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on convertible notes	33,333	0
Changes in operating assets and liabilities:
Interest receivable	(180)	0
Other receivable	(97)	0
Prepaid expenses	0	(6,505)
Accounts payable and accrued liabilities	64,097	17,077
Accrued interest payable	5,355	0
Net Cash Used in Operating Activities	(43,739)	0
Cash Flows from Investing Activities:
Advancement on loan receivable	(7,305)	0
Net Cash Used in Investing Activities	(7,305)	0
Cash Flows from Financing Activities:
Proceeds from issuance of promissory note	3,900	0
Proceeds from issuance of convertible notes	50,000	0
Advancement from related party	0	500
Net Cash Provided by Financing Activities	53,900	500
Effects on changes in foreign exchange rate	(4,176)	0
Net Changes in Cash	(1,320)	500
Cash, beginning of period	2,279	1,429
Cash, end of period	959	1,929
Supplemental Disclosure Information:
Cash paid for interest	0	0
Cash paid for taxes	0	0
Non-Cash Investing and Financing Activities:
Operating expenses paid by related parties	$ 4,684	$ 20,865

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS

3 Months Ended

Jun. 30, 2023

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Caro Holdings Inc. (the “Company”) was incorporated in the State of Nevada on March 29, 2016 and engaged in the subscription box business with initial focus on offering sock subscriptions to its customers. The Company changed its business during the year and is now engaged in the development of its Direct To Consumer systems and methodologies where the Company analyzes the marketplace and works with mid-size brands that have a strong bricks and mortar presence, and have a desire to increase their digital presence.

Effective April 28, 2022, Rozh Caroro, the previous sole director, CEO and majority shareholder of the Company, entered into a stock purchase agreement for the sale of 36,795,000 shares of Common Stock of the Company to Christopher McEachnie. As a result of the stock transfer, Mr. McEachnie holds approximately 92% of the issued and outstanding shares of Common Stock of the Company, and as such he is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Also effective April 25, 2022, the previous sole officer and director of the Company, Rozh Caroro, resigned her positions with the Company. Upon her resignation, Mr. McEachnie was appointed as Chief Executive Officer, Treasurer and Secretary, and sole Director of the Company.

On September 21 2022, the Company incorporated a subsidiary Caro Holdings International Ltd. in the UK to streamline operations, hire employees, consultants and contractors including the payment of payroll taxes and the collection of local VAT. The subsidiary is currently enhancing the ecommerce software that will allow the Small and Medium sized Business (SMB) community to sell, market and distribute their products.  The company intends to create subsidiaries in markets where it perceives a significant sales opportunity. 

The Company is located at 7 Castle Street, Sheffield, UK.

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GOING CONCERN UNCERTAINTY

3 Months Ended

Jun. 30, 2023

GOING CONCERN UNCERTAINTY

GOING CONCERN UNCERTAINTY

NOTE 2 – GOING CONCERN UNCERTAINTY

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $710,156, and a net loss of $146,246 for the three months ended June 30, 2023. The Company did not generate revenues during the three months ended June 30, 2023. These factors among others raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management believes that the current actions to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2023 included in the Company’s Annual Report on Form 10-K as filed with the SEC on July 14, 2023.

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 Company’s functional and reporting currency is the U.S. dollar. Caro Holdings International, Ltd.’s functional currency is the Great British Pounds (GBP). All transactions initiated in GBP are translated into U.S. dollars in accordance with ASC 830-30, ”Translation of Financial Statements,” as follows:

1)	Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
2)	Equity at historical rates.
3)	Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). Gains and losses from foreign currency transactions are included in earnings in the period of settlement.

	Three Months Ended		Three Months Ended
	June 30,		June 30,
	2023		2022
Spot GBP: USD exchange rate		1.2702		n/a
Average GBP: USD exchange rate		1.2523		n/a

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.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification had no impact on net loss and financial position.

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 4)

Related Parties

We follow ASC 850, ”Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (Note 8)

Fair Value of Financial Instruments

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including accounts payable and accrued liabilities. are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 -	quoted prices in active markets for identical assets or liabilities
Level 2 -	quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 -	inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Convertible Note

The Company follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives. The Company records each convertible note as a liability at the fixed monetary amount by measuring and recording a premium, as applicable, on the note issuance date with a charge to interest expense in the accompanying consolidated statements of operations and comprehensive loss.

Software Development

The Company accounts for all software purchased and software development costs in accordance with FASB ASC 985-20 “Software”. Accordingly, all costs incurred prior to establishing technological feasibility are expensed and software purchased or developed with established technological feasibility are capitalized. Software purchased is recorded at cost and depreciated using the straight-line method upon implementation with an estimated useful life of seven years.

As of June 30, 2023, purchased software of $258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization. During the three months ended June 30, 2023 and 2022, the Company incurred $62,882 and $0 software development cost, respectively.

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. During the three months ended June 30, 2023 and 2022, the Company incurred $722 and $0 web development cost, respectively.

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 three ended June 30, 2023 and 2022, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

	June 30,		June 30,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		350,000		-
		350,000		-

Recently Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

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INTANGIBLE ASSETS PURCHASE

3 Months Ended

Jun. 30, 2023

INTANGIBLE ASSETS PURCHASE

INTANGIBLE ASSETS PURCHASE

NOTE 4 – 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 will be amortized over estimated useful life of seven years following launch of the service planned during the 4^th quarter of year 2023. As of June 30, 2023 and March 31, 2023, the intangible asset was $258,000. Based on the carrying value of finite-lived intangible assets as of June 30, 2023, the amortization expense for the next seven years will be as follows:

	Amortization
Year Ended March 31,	Expense
2024	$	18,429
2025		36,857
2026		36,857
2027		36,857
2028		36,857
Thereafter		92,143
	$	258,000

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PROMISSORY NOTE RECEIVABLE

3 Months Ended

Jun. 30, 2023

PROMISSORY NOTE RECEIVABLE

PROMISSORY NOTE RECEIVABLE

NOTE 5 – 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 three months ended June 30, 2023, the Company issued $5,000 in loan receivable to the unaffiliate. As of June 30, 2023 and March 31, 2023, the loan receivable was $11,000 and $6,000, respectively. As of June 30, 2023 and March 31, 2023, the loan interest receivable was $183 and $13, respectively.

On June 1, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $5,000. The loan bears interest at 8% per annum and has a six month term. During the three months ended June 30, 2023, the Company issued $2,305 in loan receivable to the unaffiliate. As of June 30, 2023 and March 31, 2023, the loan receivable was $2,305 and $0, respectively. As of June 30, 2023 and March 31, 2023, the loan interest receivable was $10 and $0, respectively.

As of June 30, 2023 and March 31, 2023, the total loan receivable was $13,305 and $6,000, respectively. As of June 30, 2023 and March 31, 2023, total loan interest receivable was $193 and $13, respectively.

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PROMISSORY NOTES PAYABLE

3 Months Ended

Jun. 30, 2023

PROMISSORY NOTES PAYABLE

PROMISSORY NOTES PAYABLE

NOTE 6 – 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 June 30, 2023 and March 31, 2023, the promissory note payable was $28,900 and $25,000, respectively. As of June 30, 2023 and March 31, 2023, the accrued interest payable was $1,509 and 948, respectively.

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CONVERTIBLE NOTES PAYABLE

3 Months Ended

Jun. 30, 2023

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE

NOTE 7 – CONVERTIBLE NOTES PAYABLE

As of June 30, 2023 and March 31, 2023, the total principal balance of the convertible notes payable was $350,000 and $266,666, respectively.

On October 13, 2022, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $20,000. The convertible promissory note bears interest at 10% per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company’s’ stock during the previous 15 trading days prior to conversion. Debt premium of $13,333 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $33,333.

On November 8, 2022, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $70,000. The convertible promissory note bears interest at 8% per annum and matures one year from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $46,667 was recognized as a loss on convertible note and charged to interest expense.  As of  June 30, 2023 and March 31, 2023, the balance of the convertible note was $116,667.

On November 19, 2022, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $20,000. The convertible promissory note bears interest at 8% per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $13,333 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $33,333.

On February 22, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $50,000. The convertible promissory note bears interest at 8% per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $33,333 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $83,333.

On April 19, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $30,000. The convertible promissory note bears interest at 8% per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $20,000 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $50,000.

On May 22, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $20,000. The convertible promissory note bears interest at 8% per annum and matures one year from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $13,333 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $,33,333.

Accrued interest on convertible notes

During the three months ended June 30, 2023 and 2022, interest expense of $38,128 (including $33,333 loss on convertible notes charged to interest expense as described above) and $0 was incurred on convertible notes, respectively. As of June 30, 2023 and March 31, 2023, accrued interest payable on convertible notes was $9,136 and $4,342, respectively.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

On January 9, 2023, the Company issued 20,000,000 shares of common stock to Noise Comms Ltd., a corporation controlled by the director and COO of the Company, for the acquisition of software valued at $258,000. (Note 4)

During the three months ended June 30, 2023 and 2022, the director and Chief Executive Officer (“CEO”) of the Company paid $0 and $20,865 on behalf of the Company for business operation purpose, respectively. On December 31, 2022, the Company entered into a board resolution with the director and CEO of the Company for the cancellation of 36,865,000 shares of common stock. As of June 30, 2023, the cancellation of the common stock transaction has not been completed. (Note 10)

During the three months ended June 30, 2023, the Company incurred $7,504 management consulting fees to the director and Chief Operating Officer (“COO”) of the Company. As of June 30, 2023 and March 31, 2023, the management consulting fee payable to the director and COO of the Company was $4,533 and $1,250, respectively.

As of June 30, 2023 and March 31, 2023, there was $56,961 and $53,622 due to the current directors of the Company, respectively.

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EQUITY

3 Months Ended

Jun. 30, 2023

EQUITY

EQUITY

NOTE 9 – EQUITY

Authorized Stock

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

Common Stock

On January 9, 2023, the Company issued 20,000,000 shares of common stock to Noise Comms Ltd., a corporation controlled by the director and COO of the Company, for the acquisition of software valued at $258,000. (Note 4 & 7)

As of June 30, 2023 and March 31, 2023, the issued and outstanding common stock was 60,000,000 shares.

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SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the June 30, 2023 to the date these financial statements were issued and has determined that it has the following material subsequent events:

On December 31, 2022, the Company entered into a board resolution with the director and CEO of the Company for the cancellation of 36,865,000 shares of common stock. On August 4, 2023, the cancellation of the common stock transaction was completed.

On July 31, 2023, the Company agreed to issue 540,000 shares of common stock for the conversion of a convertible note of $30,000.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2023 included in the Company’s Annual Report on Form 10-K as filed with the SEC on July 14, 2023.

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 Company’s functional and reporting currency is the U.S. dollar. Caro Holdings International, Ltd.’s functional currency is the Great British Pounds (GBP). All transactions initiated in GBP are translated into U.S. dollars in accordance with ASC 830-30, ”Translation of Financial Statements,” as follows:

1)	Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
2)	Equity at historical rates.
3)	Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). Gains and losses from foreign currency transactions are included in earnings in the period of settlement.

	Three Months Ended		Three Months Ended
	June 30,		June 30,
	2023		2022
Spot GBP: USD exchange rate		1.2702		n/a
Average GBP: USD exchange rate		1.2523		n/a

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.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification had no impact on net loss and financial position.

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 4)

Related Parties

We follow ASC 850, ”Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (Note 8)

Fair Value of Financial Instruments

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including accounts payable and accrued liabilities. are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 -	quoted prices in active markets for identical assets or liabilities
Level 2 -	quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 -	inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Convertible Note

The Company follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives. The Company records each convertible note as a liability at the fixed monetary amount by measuring and recording a premium, as applicable, on the note issuance date with a charge to interest expense in the accompanying consolidated statements of operations and comprehensive loss.

Software Development

The Company accounts for all software purchased and software development costs in accordance with FASB ASC 985-20 “Software”. Accordingly, all costs incurred prior to establishing technological feasibility are expensed and software purchased or developed with established technological feasibility are capitalized. Software purchased is recorded at cost and depreciated using the straight-line method upon implementation with an estimated useful life of seven years.

As of June 30, 2023, purchased software of $258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization. During the three months ended June 30, 2023 and 2022, the Company incurred $62,882 and $0 software development cost, respectively.

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. During the three months ended June 30, 2023 and 2022, the Company incurred $722 and $0 web development cost, respectively.

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 three ended June 30, 2023 and 2022, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

	June 30,		June 30,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		350,000		-
		350,000		-

Recently Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Foreign Currency Translations

	Three Months Ended		Three Months Ended
	June 30,		June 30,
	2023		2022
Spot GBP: USD exchange rate		1.2702		n/a
Average GBP: USD exchange rate		1.2523		n/a

Schedule of anti dilutive securities excluded from computation of EPS

	June 30,		June 30,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		350,000		-
		350,000		-

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INTANGIBLE ASSETS PURCHASE (Tables)

3 Months Ended

Jun. 30, 2023

INTANGIBLE ASSETS PURCHASE

Schedule of finite-lived intangible assets amortization expenses

	Amortization
Year Ended March 31,	Expense
2024	$	18,429
2025		36,857
2026		36,857
2027		36,857
2028		36,857
Thereafter		92,143
	$	258,000

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ORGANIZATION AND DESCRIPTION OF BUSINES (Details Narrative) - Common Stock	1 Months Ended
	Apr. 28, 2022 shares
Purchase of common share	36,795,000
Share acquired of common stock	92.00%

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GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023
GOING CONCERN UNCERTAINTY
Net loss	$ (146,246)	$ (10,572)
Accumulated deficit	$ (710,156)		$ (563,910)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Spot GBP: USD exchange rate	1.2702	0
Average GBP: USD exchange rate	1.2523	0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Antidilutive Securities Computation of Earnings Per Share, Amount	350,000	0
Total Convertible notes payable	350,000	0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2022
Software Development
Software Purchase	$ 258,000		$ 258,000
Development costs	62,882	$ 0
Web Development
Development costs	$ 722	$ 0

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INTANGIBLE ASSETS PURCHASE (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
INTANGIBLE ASSETS PURCHASE
2024	$ 18,429
2025	36,857
2026	36,857
2027	36,857
2028	36,857
Thereafter	92,143
Total	$ 258,000	$ 258,000	$ 258,000

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INTANGIBLE ASSETS PURCHASE (Details Narrative) - USD ($)		1 Months Ended
	Jan. 09, 2023	Dec. 29, 2022	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
INTANGIBLE ASSETS PURCHASE
Issuance of common stock for Acquisition of software from related party	20,000,000
Deemed share price	$ 0.0129
Acquisition of software for the value	$ 258,000
Stock purchase agreement consideration		20,000,000
Intangible asset			$ 258,000	$ 258,000	$ 258,000

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PROMISSORY NOTE RECEIVABLE (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 01, 2023	Mar. 20, 2023
Promissory note Receivable	$ 13,305	$ 6,000
Loan receivable	13,305	6,000
Loan interest receivable	193	13
June 1, 2023 | Unaffiliated Company
Promissory note bears interest rate			8.00%
Promissory note principal amount			$ 5,000
Promissory note Receivable	2,305	0
Loan receivable	2,305	0
Loan interest receivable	10	0
March 20, 2023 | Unaffiliated Company
Promissory note bears interest rate				8.00%
Promissory note principal amount				$ 15,000
Promissory note Receivable	5,000	0
Loan receivable	11,000	6,000
Loan interest receivable	$ 183	$ 13

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PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($)	Jun. 30, 2023	Apr. 03, 2023	Mar. 31, 2023	Oct. 09, 2022
PROMISSORY NOTES PAYABLE
Promissory note principal amount		$ 3,900		$ 25,000
Promissory note bears interest rate		8.00%		8.00%
Promissory note payable	$ 28,900		$ 25,000
Accrued interest payable	$ 1,509		$ 948

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CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)			1 Months Ended				3 Months Ended		12 Months Ended
	Nov. 08, 2022	Oct. 13, 2022	May 22, 2023	Apr. 19, 2023	Feb. 22, 2023	Nov. 19, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2022	Mar. 31, 2023
Convertible note payable							$ 350,000			$ 266,666
Interest Expense							38,689	$ 0	$ 0
Convertible Notes Payable
Interest Expense							38,128
Accrued interest payable							9,136			4,342
Description of conversion price		The conversion price is 60% of the average VWAP of the Company’s’ stock during the previous 15 trading days prior to conversion
Debt premium		$ 13,333
Convertible note							33,333			33,333
Unaffiliate amount		$ 20,000
Interest rate		10.00%
Convertible Notes Payable One
Description of conversion price	The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion
Debt premium	$ 46,667
Convertible note							116,667			116,667
Unaffiliate amount	$ 70,000
Interest rate	8.00%
Convertible Notes Payable Two
Description of conversion price						The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion
Debt premium						$ 13,333
Convertible note							33,333			33,333
Unaffiliate amount						$ 20,000
Interest rate						8.00%
Convertible Notes Payable Three
Description of conversion price					The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion
Debt premium					$ 33,333
Convertible note							83,333			83,333
Unaffiliate amount					$ 50,000
Interest rate					8.00%
Convertible Notes Payable Four
Description of conversion price				The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion
Debt premium				$ 20,000
Convertible note							50,000			50,000
Unaffiliate amount				$ 30,000
Interest rate				8.00%
Convertible Notes Payable Five
Description of conversion price			The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion
Debt premium			$ 13,333
Convertible note							$ 33,333			$ 33,333
Unaffiliate amount			$ 20,000
Interest rate			8.00%

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Jan. 09, 2023	Dec. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023
Due to related party			$ 56,961		$ 53,622
Operating expenses paid by related parties			4,684	$ 20,865
Issuance of common stock for Acquisition of software from related party	20,000,000
Acquisition of software for the value	$ 258,000
Chief Executive Officer
Operating expenses paid by related parties			$ 0	$ 20,865
Cancellation of common shares		36,865,000	36,865,000
Chief Operating Officer
Management consulting fees - related party			$ 7,504
Management consulting fee payable			$ 4,533		$ 1,250

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EQUITY (Details Narrative) - USD ($)	Jan. 09, 2023	Jun. 30, 2023	Mar. 31, 2023
Common stock authorized		75,000,000	75,000,000
Common shares at par value		$ 0.00001	$ 0.00001
Common share issued		60,000,000	60,000,000
Issued shares of common stock for acquisition of software, Share	20,000,000
Common share outstanding		60,000,000	60,000,000
Noise Comms Ltd [Member]
Issued shares of common stock for acquisition of software, Share	20,000,000
Issued shares of common stock for acquisition of software, Value	$ 258,000

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Jul. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Subsequent Event [Member]
Share issued for conversion	540,000
Share issued for conversion value	$ 30,000
Chief Executive Officer
Cancellation of common shares		36,865,000	36,865,000