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  4. [10-Q] Caro Holdings Inc. Quarterly Earnings Report

Caro Holdings (CAHO) widens quarterly loss while issuing shares for mining stake

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Caro Holdings Inc. reported a larger quarterly loss while undertaking significant equity-funded transactions. For the three months ended June 30, 2026, revenue, net was ($207) versus $5,986 a year earlier, and net loss widened to $275,218 from $36,310.

Total assets rose to $8,227,746 from $437,831, driven mainly by a $7,800,000 advance for a planned 49% interest in Tanzanian mineral properties paid in 20,000,000 shares. Convertible notes payable fell to $770,500 after converting $755,500 of principal and $73,399 of interest into 2,509,510 shares.

Working capital moved to a surplus of $7,003,173, but cash was only $597. The company discloses an accumulated deficit of $2,478,922 and states that these conditions raise substantial doubt about its ability to continue as a going concern, while also acknowledging ongoing material weaknesses in internal controls.

Positive

  • None.

Negative

  • Going concern risk: accumulated deficit of $2,478,922 and quarterly net loss of $275,218 lead management to state there is “substantial doubt” about the company’s ability to continue as a going concern.
  • Sharp deterioration in results: quarterly net loss increased from $36,310 to $275,218, with revenue, net dropping from $5,986 to ($207), indicating minimal commercial traction and higher operating and other expenses.
  • Material weaknesses in controls: management concludes disclosure controls and internal control over financial reporting are not effective due to inadequate segregation of duties, ineffective risk management, and insufficient written policies and procedures.

Filing Explained

The mineral-property shares are already issued and dilute existing holders, but the acquisition still awaits BCSC approval.

The company reports that 20,000,000 common shares were issued on June 23, 2026 as an advance toward acquiring a 49% mineral-property interest, but completion still requires BCSC final approval and was expected in August 2026.

The shares are already issued rather than merely reserved, so the filing states that additional shares dilute existing common stockholders by reducing their percentage ownership absent offsetting changes.

A separate spirits-marketplace acquisition remains incomplete: up to 12,550,000 shares are held in escrow, with release tied to the acquiree reaching $250,000, $500,000, and $1,000,000 revenue milestones.

The filing contains a share-count inconsistency: its cover, balance sheet, and statement of changes report 60,652,429 shares at June 30, 2026, while Note 12 reports 37,175,808 shares at both June 30 and March 31.

Revenue, net ($207) For the three months ended June 30, 2026; prior-year period $5,986
Net loss $275,218 For the three months ended June 30, 2026; up from $36,310 in 2025
Total assets $8,227,746 Balance sheet as of June 30, 2026; up from $437,831 at March 31, 2026
Advance for mineral property interests $7,800,000 Value of 20,000,000 shares issued for planned 49% Tanzanian mining interest
Convertible notes payable $770,500 Principal balance outstanding as of June 30, 2026; down from $1,501,000
Cash balance $597 Cash on hand as of June 30, 2026; down from $1,023 at March 31, 2026
Working capital $7,003,173 Surplus at June 30, 2026 versus a deficiency of $1,723,551 at March 31, 2026
Shares outstanding 60,652,429 shares Common stock issued and outstanding as of August 5, 2026
going concern financial
"These factors among others raise substantial doubt about our ability to continue as a going concern."
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
convertible notes payable financial
"As of June 30, 2026 and March 31, 2026, the total principal balance of the convertible notes payable was $770,500 and $1,501,000."
A convertible notes payable is a company loan recorded as debt that can later be exchanged for shares of the company instead of being repaid in cash. Investors care because it affects both the company’s obligations and ownership: it temporarily increases debt on the balance sheet but can dilute existing shareholders if converted, much like an IOU that can either be paid back or traded in for a slice of the business.
working capital deficiency financial
"Working capital was $7,003,173 as of June 30, 2026 as compared to working capital deficiency of $1,723,551 as of March 31, 2026."
Working capital deficiency occurs when a company's short-term resources—cash, inventory and money owed to it—are less than its short-term obligations like bills, wages and debt coming due. Like a household that has more monthly bills than money in the bank, this situation signals a liquidity squeeze that may force borrowing, asset sales or cuts to dividends, and it matters to investors because it raises the risk of operational disruption and reduced shareholder returns.
fair value hierarchy financial
"ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs."
material weaknesses financial
"Management believes the above weakness constitute material weaknesses in our internal control over financial reporting."
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
Revenue, net ($207) $(6,193) or -103% vs. $5,986 in 2025
Operating expenses $161,540 $127,354 or 373% increase vs. $34,186 in 2025
Loss from operations ($161,747) Increased loss of $133,547 vs. ($28,200) in 2025
Other expenses, net ($113,471) Increased by $105,361 vs. ($8,110) in 2025 (1299%)
Net loss ($275,218) Increased by $238,908 vs. ($36,310) in 2025 (658%)

FAQ

How did Caro Holdings Inc. (CAHO) perform financially in the quarter ended June 30, 2026?
Caro Holdings reported a net loss of $275,218 for the quarter, compared with $36,310 a year earlier. Revenue, net declined to ($207) from $5,986, while operating expenses rose to $161,540 and other expenses to $113,471.

What is the liquidity position of Caro Holdings Inc. (CAHO) as of June 30, 2026?
The company reported cash of $597 and working capital of $7,003,173 at June 30, 2026. Current assets were $8,061,886, largely from a $7,800,000 advance for mineral property interests, versus current liabilities of $1,058,713.

What major equity and debt transactions did Caro Holdings Inc. (CAHO) complete this quarter?
Caro converted $755,500 of convertible note principal and $73,399 of interest into 2,509,510 shares and issued 967,111 shares to settle $271,998 of accounts payable. It also issued 20,000,000 shares valued at $7,800,000 as an advance for a 49% mineral property interest.

What is the status of Caro Holdings Inc.’s (CAHO) Tanzanian mining acquisition?
Caro agreed to acquire a 49% undivided interest in Goldrange’s Tanzanian mining properties for 20,000,000 shares, valued at $7,800,000. As of June 30, 2026, completion was still subject to BCSC final approval, with completion expected in August 2026.

Does Caro Holdings Inc. (CAHO) disclose any going concern or control issues?
Yes. Management notes an accumulated deficit of $2,478,922 and recent losses that raise substantial doubt about continuing as a going concern. It also reports continuing material weaknesses in internal control and ineffective disclosure controls and procedures.

How much debt does Caro Holdings Inc. (CAHO) have and on what terms?
At June 30, 2026, convertible notes payable totaled $770,500, generally bearing 10% interest, maturing in six months, and convertible at 60% of the average VWAP over the prior 15 trading days. Promissory notes payable totaled $28,900 at 8% interest.

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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, 2026

 

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

 

93-2109546

(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. 60,652,429 shares of common stock issued and outstanding as of August 5, 2026

 

 

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

3

 

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

Item 2.

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

 

16

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

21

 

Item 4.

Controls and Procedures

 

21

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

22

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

22

 

Item 1A.

Risk Factors

 

22

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

22

 

Item 3.

Defaults Upon Senior Securities

 

22

 

Item 4.

Mine Safety Disclosures

 

22

 

Item 5.

Other Information

 

22

 

Item 6.

Exhibits

 

22

 

SIGNATURES

 

23

 

 

 
2

Table of Contents

 

PART I - FINANCIAL INFORMATION

 

CARO HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

June 30,

 

 

March 31,

 

 

 

2026

 

 

2026

 

 

 

(Unaudited)

 

 

(Audited)

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$597

 

 

$1,023

 

Prepaid expense

 

 

-

 

 

 

1,250

 

Accounts receivable and other receivable

 

 

19,129

 

 

 

19,512

 

Promissory note receivable

 

 

62,410

 

 

 

62,410

 

Convertible note receivable

 

 

6,680

 

 

 

6,680

 

Interest receivable

 

 

11,175

 

 

 

9,987

 

Advance for mineral property interests

 

 

7,800,000

 

 

 

-

 

Deferred business acquisition cost

 

 

161,895

 

 

 

161,895

 

Total Current Assets

 

 

8,061,886

 

 

 

262,757

 

 

 

 

 

 

 

 

 

 

Software, net

 

 

165,860

 

 

 

175,074

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$8,227,746

 

 

$437,831

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$58,977

 

 

$202,155

 

Accrued interest payable

 

 

107,625

 

 

 

167,720

 

Due to related parties

 

 

92,711

 

 

 

86,533

 

Promissory notes payable

 

 

28,900

 

 

 

28,900

 

Convertible notes payable

 

 

770,500

 

 

 

1,501,000

 

Total Current Liabilities

 

 

1,058,713

 

 

 

1,986,308

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

1,058,713

 

 

 

1,986,308

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity (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. 60,652,429 shares and 37,175,808 shares issued and outstanding, respectively

 

 

607

 

 

 

372

 

Additional paid in capital

 

 

9,670,822

 

 

 

679,491

 

Accumulated deficit

 

 

(2,478,922)

 

 

(2,203,704)

Accumulated other comprehensive loss

 

 

(23,474)

 

 

(24,636)

Total Stockholders' Equity (Deficit)

 

 

7,169,033

 

 

 

(1,548,477)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

$8,227,746

 

 

$437,831

 

 

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

 

 
3

Table of Contents

 

CARO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(UNAUDITED)

 

 

 

For the Three Months Ended

 

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Revenue

 

$990

 

 

$5,986

 

Less: Sales Return

 

 

(1,197)

 

 

-

 

Revenue, net

 

$(207)

 

$5,986

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

General and administration

 

$2,653

 

 

$6,487

 

Professional fees

 

 

43,540

 

 

 

7,213

 

Management consulting fees - related party

 

 

6,243

 

 

 

10,872

 

Amortization

 

 

9,214

 

 

 

9,214

 

Software and website development

 

 

99,890

 

 

 

400

 

Total operating expenses

 

 

161,540

 

 

 

34,186

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(161,747)

 

 

(28,200)

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

Interest expense

 

 

(23,304)

 

 

(34,463)

Interest income

 

 

1,189

 

 

 

1,037

 

Loss on settlement of accounts payable

 

 

(90,669)

 

 

-

 

Foreign exchange gain

 

 

(687)

 

 

25,316

 

Total other expense

 

 

(113,471)

 

 

(8,110)

 

 

 

 

 

 

 

 

 

Net loss before taxes

 

 

(275,218)

 

 

(36,310)

Provision for income taxes

 

 

-

 

 

 

-

 

Net loss

 

$(275,218)

 

$(36,310)

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

1,162

 

 

 

(26,531)

Comprehensive Loss

 

 

(274,056)

 

 

(62,841)

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share – Basic and Diluted

 

$(0.01)

 

$(0.00)

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding

 

 

40,797,622

 

 

 

37,175,808

 

 

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

 

 
4

Table of Contents

 

CARO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(UNAUDITED)

 

Three Months Ended June 30, 2026

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Accumulated

Other

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

Comprehensive

 

 

Stockholder's

 

 

 

Number of Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Loss

 

 

Deficit

 

Balance - March 31, 2026

 

 

37,175,808

 

 

$372

 

 

$679,491

 

 

$(2,203,704)

 

$(24,636)

 

$(1,548,477)

Issuance of common stock for note conversion

 

 

2,509,510

 

 

 

25

 

 

 

828,874

 

 

 

-

 

 

 

-

 

 

 

828,899

 

Issuance of common stock for settlement of accounts payable

 

 

967,111

 

 

 

10

 

 

 

362,657

 

 

 

-

 

 

 

-

 

 

 

362,667

 

Issuance of common stock as advance for mineral property interests

 

 

20,000,000

 

 

 

200

 

 

 

7,799,800

 

 

 

-

 

 

 

-

 

 

 

7,800,000

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,162

 

 

 

1,162

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(275,218)

 

 

-

 

 

 

(275,218)

Balance - June 30, 2026

 

 

60,652,429

 

 

$607

 

 

$9,670,822

 

 

$(2,478,922)

 

$(23,474)

 

$7,169,033

 

Three Months Ended June 30, 2025

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Accumulated

Other

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

Comprehensive

 

 

Stockholder's

 

 

 

Number of Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Loss

 

 

Deficit

 

Balance - March 31, 2025

 

 

37,175,808

 

 

$372

 

 

$679,491

 

 

$(1,795,907)

 

$(16,330)

 

$(1,132,374)

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(26,531)

 

 

(26,531)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(36,310)

 

 

-

 

 

 

(36,310)

Balance - June 30, 2025

 

 

37,175,808

 

 

$372

 

 

$679,491

 

 

$(1,832,217)

 

$(42,861)

 

$(1,195,215)

 

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

 

 
5

Table of Contents

 

CARO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

For the Three Months Ended

 

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net loss

 

$(275,218)

 

$(36,310)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Amortization

 

 

9,214

 

 

 

9,214

 

Loss on convertible notes

 

 

10,000

 

 

 

15,333

 

Loss on settlement of accounts payable

 

 

90,669

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Interest receivable

 

 

(1,188)

 

 

(1,037)

Other receivable

 

 

308

 

 

 

(3,394)

Prepaid expenses

 

 

1,250

 

 

 

-

 

Accounts payable and accrued liabilities

 

 

130,000

 

 

 

(13,647)

Accrued interest payable

 

 

13,304

 

 

 

19,130

 

Management salary payable

 

 

6,216

 

 

 

7,973

 

Net Cash Used in Operating Activities

 

 

(15,445)

 

 

(2,738)

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Advancement on promissory loan receivable

 

 

-

 

 

 

(2,400)

Net Cash Used in Investing Activities

 

 

-

 

 

 

(2,400)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of convertible notes

 

 

15,000

 

 

 

23,000

 

Net Cash Provided by Financing Activities

 

 

15,000

 

 

 

23,000

 

 

 

 

 

 

 

 

 

 

Effects on changes in foreign exchange rate

 

 

19

 

 

 

(27,388)

 

 

 

 

 

 

 

 

 

Net Changes in Cash

 

 

(426)

 

 

(9,524)

Cash, beginning of period

 

 

1,023

 

 

 

14,566

 

Cash, end of period

 

$597

 

 

$5,042

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure Information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for taxes

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

 

Issuance of common stock for conversion of convertible note

 

$828,899

 

 

$-

 

Issuance of common stock as advance for mineral property interests

 

$7,800,000

 

 

$-

 

 

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

 

 
6

Table of Contents

 

CARO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

(UNAUDITED)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Caro Holdings Inc. (the “Company”) was incorporated on March 29, 2016 in the State of Nevada. Initially the Company engaged in the subscription box business with a focus on offering sock subscriptions to our customers. Our subscription box was a package of a pair of socks sent directly to a customer on a recurring basis. The Company was controlled and operated by Rozh Caroro from inception till April of 2022. 

 

Effective April 28, 2022, Rozh Caroro, the previous sole director, CEO and majority shareholder of the Company, entered into a stock purchase agreement and sold controlling interest of the Company to Christopher McEachnie. Rozh Caroro resigned her positions with the Company and Christopher McEachnie was appointed as Chief Executive Officer, Treasurer and Secretary, and sole Director of the Company. His job was to increase shareholder value by looking for opportunities in the digital space.

 

Mr. McEachnie began to seek experienced operators to assist in the development of the company. On September 21, 2022, the Company incorporated a subsidiary Caro Holdings International Ltd. and appointed Meriesha Rennalls to streamline operations, hire employees, consultants and contractors including the development of a software and ecommerce platform. Between September 2022 and December 2023, the Company produced a platform that can be used for a variety of businesses including B2B, B2C and D2C. The core product is now complete and the company is soliciting clients in multiple industries. The subsidiary will continue to modify and enhance the ecommerce software for its chosen vertical markets and will allow those community to sell, market and distribute their products. The Company intends to create subsidiaries in markets where it perceives a significant sales opportunity.

 

Effective December 31, 2022, the Company issued 20,000,000 shares to Noise Comms Limited and subsequently the 36,795,000 shares were returned to Treasury and were cancelled, such that indirectly Meriesha Rennalls now holds approximately 53% of the issued and outstanding shares of Common Stock of the Company, and as such she is able to control the election of our board of directors, approve all matters upon which shareholder approval is required and, ultimately, the direction of our Company. 

 

Prior to September 2022, we were an early-stage company and our activities had been limited to the to the formation of our business strategy and the raising of funds to support our mission.

 

The Company is now engaged in the deployment of our B2B, B2C and Direct to Consumer (D2C) systems and methodologies where we target specific vertical markets. We look for small to mid-size brands that have a strong brick-and-mortar presence and have a desire to increase their digital presence.

 

NOTE 2 – GOING CONCERN UNCERTAINTY

 

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $2,478,922 and a net loss of $275,218 for the three months ended June 30, 2026. 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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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, 2026 included in the Company’s Annual Report on Form 10-K as filed with the SEC on July 15, 2026. 

 

Basis of Consolidation

 

These consolidated financial statements include the accounts of the Company and the wholly-owned subsidiary Caro Holdings International, Ltd. All material intercompany balances and transactions have been eliminated.

 

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

 

 

 

June 30,

 

 

 

2026

 

 

2025

 

Spot GBP: USD exchange rate

 

 

1.3246

 

 

 

1.3706

 

Average GBP: USD exchange rate

 

 

1.3427

 

 

 

1.3358

 

 

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.

 

 
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Revenue Recognition

 

The Company recognizes revenue from the sale of products and services in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

 

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

 

The Company’s revenue derives from monthly fee from online ecommerce service where users can sign up and setup their own online shops.

 

 Intangible Assets

 

The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”

 

ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

 

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 5)

 

Related Parties

 

We follow ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (Note 11)

 

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)

 

 
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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, 2026, purchased software of $258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization.

 

Web Development Cost

 

In accordance with FASB ASC 350-50 “Web Development Costs”, all costs incurred during the website planning stage are incurred. During the website application and infrastructure development stage, software tool costs and internet domain costs are capitalized, and website hosting costs are expensed. Cost incurred in the graphics development, content development and operating stage are generally expensed unless the costs are software related and should then be capitalized.

 

Net Income (Loss) per Share 

 

The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company.

 

For the three months ended June 30, 2026 and 2025, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

 

(Shares)

 

 

(Shares)

 

Convertible notes payable

 

 

3,590,063

 

 

 

1,580,255

 

 

 
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Recent accounting pronouncements

 

We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our financial statements or disclosures upon adoption.

 

Recently adopted accounting standards

 

 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-09 has not had a material effect on the Company’s statements and disclosures. 

 

In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The adoption of ASU 2025-05 has not had a material effect on the Company’s statements and disclosures.

 

NOTE 4 – ADVANCE FOR MINERAL PROPRTY INTERESTS

 

On June 9, 2026, the Company entered into an Asset Purchase and Acquisition Agreement with Goldrange Resources Corp., a corporation incorporated under the laws of the Province of Ontario, Canada ("Goldrange"), pursuant to which the Company agreed to purchase a 49% undivided interest in Goldrange's rights in certain mining properties located in Tanzania, Africa. As consideration for such purchase, the Company agreed to issue to Goldrange 20,000,000 shares of the Company's common stock. The Agreement contains customary representations and warranties, covenants, indemnification provisions, exclusivity obligations and termination provisions. As of June 30, 2026, the completion of the acquisition is still subject to BCSC’s jurisdiction final approval. The acquisition is expected to be completed in August 2026.

 

On June 23, 2026, 20,000,000 shares of common stock valued at $7,800,000 were issued as advances for acquisition of 49% interest in the mineral property.

 

NOTE 5 – DEFERRED BUSINESS ACQUISITION COST

 

On November 14, 2023, the Company agreed to acquire a marketplace provider in the spirits industry, a non-affiliated corporation based in Wyoming, under which the Company will issue, on a pro-rata basis, up to 12,550,000 shares of common stock based on the acquiree’s reaching future milestones in exchange for 100% of the issued and outstanding shares of the acquiree making it a wholly owned subsidiary of the Company. The shares will remain in escrow with the Company until those milestones.

 

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

 

 

·

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

 

 

 

 

·

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

 

 

 

 

·

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

 

As of June 30, 2026, the business acquisition has not been completed. The acquisition is expected to be completed during the quarter ended September 30, 2026.

 

NOTE 6 – INTANGIBLE ASSETS PURCHASE

 

On December 29, 2022, the Company entered into a software purchase agreement with Noise Comms Ltd. for the acquisition of software for a Unified Communications Platform which enables multi-party communications between brands and consumers in consideration of 20,000,000 shares of common stock. For the last six years, the director and COO of the Company has been operating Noise Comms Ltd and is the sole shareholder, COO and director. On January 9, 2023, the Company issued 20,000,000 shares of common stock at $0.0129 deemed share price (based on the latest arm-length share transaction price in April 2022) to Noise Comms Ltd. for the acquisition of the software valued at $258,000.

 

The software is amortized over estimated useful life of seven years following launch of the service commenced from the 4th quarter of fiscal year 2023 (three months ended March 31, 2024). During the three months ended June 30, 2026 and 2025, the amortization expense was $9,214 and $9,214, respectively. As of June 30, 2026 and March 31, 2026, the intangible asset was $165,860 and $175,074, respectively. Based on the carrying value of finite-lived intangible assets as of June 30, 2026, the amortization expense for the future years will be as follows:

 

 

 

Amortization

 

Year Ended March 31,

 

Expense

 

2027 (excluding three months ended June 30, 2026)

 

$27,643

 

2028

 

 

36,857

 

2029

 

 

36,857

 

2030

 

 

36,857

 

2031

 

 

27,646

 

 

 

$165,860

 

 

NOTE 7 – PROMISSORY NOTE RECEIVABLE

 

On March 20, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $15,000. The loan bears interest at 8% per annum and has a six-month term. During the year ended March 31, 2024, the Company issued $5,000 in loan receivable to the unaffiliate. As of June 30, 2026 and March 31, 2026, the loan receivable was $11,000 and $11,000, respectively. As of June 30, 2026 and March 31, 2026, the loan interest receivable was $2,826 and $12,606, respectively.

 

On June 1, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable. The loan bears interest at 8% per annum and has a six-month term. During the year ended March 31, 2024, the Company issued $6,554 in loan receivable to the unaffiliate and made $3,100 repayment. During the year ended March 31, 2025, the Company issued $12,056 in loan receivable. As of June 30, 2026 and March 31, 2026, the loan receivable was $15,510 and $15,510, respectively. As of June 30, 2026 and. March 31, 2026, the loan interest receivable was $2,494 and $2,184, respectively.

 

 
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On September 14, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $20,000. The loan bears interest at 8% per annum and has a six-month term. During the year ended March 31, 2024, the Company issued $20,000 in loan receivable to the unaffiliate. During the year ended March 31, 2026, the Company issued further 6,400 in loan receivable to the unaffiliate. As of June 30, 2026 and March 31, 2026, the loan receivable was $26,400 and $26,400, respectively. As of June 30, 2026 and March 31, 2026, the loan interest receivable was $4,752 and $4,074, respectively.

 

On November 30, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $9,500. The loan is non-interest bearing and has a six-month term. During the year ended March 31, 2024, the Company issued $9,500 in loan receivable to the unaffiliate. As of June 30, 2026 and March 31, 2026, the loan receivable was $9,500 and $9,500, respectively.

 

As of June 30, 2026 and March 31, 2026, the total promissory loan receivable was $62,410 and $562,410 respectively. As of June 30, 2026 and March 31, 2026, total loan interest receivable was $10,072 and $9,017, respectively.

 

NOTE 8 – CONVERTIBLE NOTE RECEIVABLE

 

On March 14, 2024, the Company signed an agreement with an unaffiliated company for a convertible loan receivable amount of $5,000. The loan bears interest at 8% per annum and has a two-month term. The Company may convert the outstanding amount of the loan, including accrued interest, into shares of the unaffiliated company at a valuation of $500,000 minus any outstanding debt at the time of conversion. As of June 30, 2026 and March 31, 2026, the total loan receivable was $5,000 and $5,000, respectively. As of June 30, 2026 and March 31, 2026, the loan interest receivable was $918 and $819, respectively.

 

On February 11, 2025, the Company signed an agreement with an unaffiliated company for a convertible loan receivable amount of $30,917. The loan bears interest at 8% per annum and expires on December 1, 2027. The Company may convert the outstanding amount of the loan, including accrued interest, into shares of the unaffiliated company at a valuation of GBP3,000,000 minus any outstanding debt at the time of the conversion. On February 21, 2025, $30,917 of the loan was fully repaid. As of June 30, 2026 and March 31, 2026, the loan interest receivable was $68 and $68, respectively.

 

On July 1, 2025, the Company signed an agreement with an unaffiliated company for a convertible loan receivable amount up to of $10,000. The loan bears interest at 8% per annum and expires on December 1, 2026. The Company may convert the outstanding amount of the loan, including accrued interest, into shares of the unaffiliated company based on a pre-agreed valuation methodology adjusted for any outstanding debt at the time of the conversion. As of June 30, 2026 and March 31, 2026, the loan receivable was $1,679 and $1,679, respectively. As of June 30, 2026 and March 31, 2026, the loan interest receivable was $117 and $84, respectively.

 

As of June 30, 2026 and March 31, 2026, the total convertible loan receivable was $6,679 and $6,679, respectively. As of June 30, 2026 and March 31, 2026, the loan interest receivable was $1,103 and $970, respectively.

 

NOTE 9 – 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, 2026 and March 31, 2026, the total promissory note payable was $28,900 and $28,900, respectively. As of June 30, 2026 and March 31, 2026, the accrued interest payable was $8,451 and $7,875, respectively.

 

 
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NOTE 10 – CONVERTIBLE NOTES PAYABLE

 

As of June 30, 2026 and March 31, 2026, the total principal balance of the convertible notes payable was $770,500 and $1,501,000, respectively.

 

 

 

June 30,

 

 

March 31,

 

 

 

2026

 

 

2026

 

November 2022

 

$110,000

 

 

$110,000

 

February 2023

 

 

83,333

 

 

 

83,333

 

April 2023

 

 

50,000

 

 

 

50,000

 

May 2023

 

 

33,333

 

 

 

33,333

 

July 2023

 

 

-

 

 

 

125,000

 

August 2023

 

 

-

 

 

 

38,333

 

September 2023

 

 

-

 

 

 

83,333

 

November 2023

 

 

-

 

 

 

62,167

 

December 2023

 

 

-

 

 

 

33,333

 

February 2024

 

 

-

 

 

 

40,000

 

March 2024

 

 

-

 

 

 

44,167

 

May 2024

 

 

-

 

 

 

16,667

 

June 2024

 

 

-

 

 

 

16,667

 

July 2024

 

 

-

 

 

 

16,667

 

August 2024

 

 

-

 

 

 

25,000

 

September 2024

 

 

-

 

 

 

49,167

 

October 2024

 

 

-

 

 

 

13,333

 

November 2024

 

 

83,333

 

 

 

100,000

 

December 2024

 

 

125,000

 

 

 

125,000

 

January 2025

 

 

58,333

 

 

 

233,333

 

March 2025

 

 

66,667

 

 

 

66,667

 

May 2025

 

 

20,000

 

 

 

20,000

 

June 2025

 

 

18,333

 

 

 

18,333

 

July 2025

 

 

36,667

 

 

 

36,667

 

September 2025

 

 

10,500

 

 

 

10,500

 

November 2025

 

 

25,000

 

 

 

25,000

 

January 2026

 

 

16,667

 

 

 

16,667

 

February 2026

 

 

8,333

 

 

 

8,333

 

May 2026

 

 

25,000

 

 

 

-

 

 

 

$770,500

 

 

$1,501,000

 

 

The terms of the convertible notes are summarized as follows:

 

 

·

Bears interest at 10% per annum

 

·

Matures six months from the issuance date

 

·

Convertible at 60% of the average VWAP of the Company’s’ stock during the previous 15 trading days prior to conversion

 

During the three months ended June 30, 2026, note principal amount of $755,500 (including note premium of $301,700) and accrued interest of $73,399 were converted to 2,509,510 shares of common stock.

 

During the three months ended June 30, 2026 and 2025, debt premium of $10,000 and $15,333 was recognized as a loss on convertible note and charged to interest expense.

 

During the three months ended June 30, 2026 and 2025, interest expense of $22,727 (including $10,000 loss on convertible notes charged to interest expense as described above) and $33,887 (including $15,333 loss on convertible notes charged to interest expense as described above) was incurred on convertible notes, respectively. As of June 30, 2026 and March 31, 2026, accrued interest payable on convertible notes was $99,174 and $159,845, respectively.

 

 
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NOTE 11 – RELATED PARTY TRANSACTIONS

 

During the three months ended June 30, 2026 and 2025, the Company incurred $6,243 and $810,872 management consulting fees to the director and Chief Operating Officer (“COO”) of the Company, respectively. As of June 30, 2026 and March 31, 2026, the amount due to the director and COO of the Company was $62,366 and $36,188, respectively. 

 

As of June 30, 2026 and March 31, 2026, there was $92,711, and $86,533 due to the current directors of the Company, respectively.

 

NOTE 12 – EQUITY

 

Authorized Stock

 

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

 

Common Stock

 

During the three months ended June 30, 2026, note principal amount of $755,500 (including note premium of $301,700) and accrued interest of $73,399 were converted to 2,509,510 shares of common stock.

 

During the three months ended June 30, 2026, 967,111 shares of common stock were issued for the settlement of account payable of $271,998, incurring loss on accounts payable settlement of $90,669.

 

During the three months ended June 30, 2026, 20,000,000 shares of common stock valued at $7,800,000 were issued as advances for acquisition of 49% interest in a mineral property. (Note 4)

 

As of June 30, 2026 and March 31, 2026, the issued and outstanding common stock was 37,175,808 shares.

 

NOTE 13 – SEGMENT REPORTING

 

Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: B2B, B2C and D2C Business. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.

 

The accounting policies of the B2B, B2C and D2C segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the Saas segment based on the Company’s net loss as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.

 

The CODM reviews performance based on gross profit, operating profit and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue from its 80% owned subsidiary outside of Great Britain.

 

NOTE 14 – SUBSEQUENT EVENTS

 

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to June 30, 2026 to the date these financial statements were issued and has determined that it has the following material subsequent events:

 

On July 10, 2026, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $18,600 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. 

 

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

 

FORWARD-LOOKING STATEMENTS

 

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

 

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

 

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

 

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

 

General Overview

 

Our History

 

Our company was incorporated on March 29, 2016 in the State of Nevada. Initially we engaged in the subscription box business with a focus on offering sock subscriptions to our customers. Our subscription box was a package of a pair of socks sent directly to a customer on a recurring basis. The company was controlled and operated by Rozh Caroro from inception till April of 2022. 

 

Effective April 28, 2022, Rozh Caroro, the previous sole director, CEO and majority shareholder of the Company, entered into a stock purchase agreement and sold controlling interest of the Company to Christopher McEachnie. Rozh Caroro resigned her positions with the Company and Christopher McEachnie was appointed as Chief Executive Officer, Treasurer and Secretary, and sole Director of the Company. His job was to increase shareholder value by looking for opportunities in the digital space.

 

Mr. McEachnie began to seek experienced operators to assist in the development of the company. On September 21, 2022, the Company incorporated a subsidiary Caro Holdings International Ltd. and appointed Meriesha Rennalls to streamline operations, hire employees, consultants and contractors including the development of a software and ecommerce platform. Between September 2022 and December 2023, the company produced a platform that can be used for a variety of businesses including B2B, B2C and D2C. The core product is now complete and the company is soliciting clients in multiple industries. The subsidiary will continue to modify and enhance the ecommerce software for its chosen vertical markets and will allow those community to sell, market and distribute their products. The company intends to create subsidiaries in markets where it perceives a significant sales opportunity.

 

 
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Effective December 31, 2022 the company issued 20,000,000 shares to Noise Comms Limited and subsequently the 36,795,000 shares were returned to Treasury and were cancelled, such that indirectly Meriesha Rennalls now holds approximately 53% of the issued and outstanding shares of Common Stock of the Company, and as such she is able to control the election of our board of directors, approve all matters upon which shareholder approval is required and, ultimately, the direction of our Company. 

 

Prior to September 2022, we were an early-stage company and our activities had been limited to the to the formation of our business strategy and the raising of funds to support our mission.

 

Our Current Business

 

We deploy integrated B2B, B2C, and Direct-to-Consumer (D2C) solutions for small to mid-sized brands seeking to expand their digital presence. Our platform combines marketing, analytics, and e-commerce functionality within industry-specific niches, enabling data-driven personalization across channels through scalable infrastructure designed for cost-efficient growth.

 

The Company is also developing specialized marketplaces for service providers across multiple industries to help consumers connect with the right provider at the right time and place. These marketplaces assist in validating our technology through operational implementations in select verticals.

 

In July 2025, the Company introduced a full-cycle AI automation framework for small and mid-sized businesses, covering the customer journey from outreach to conversion. The framework integrates with existing CRM, e-commerce, and business management platforms to streamline acquisition processes and improve operational efficiency.

 

The Company has also developed artificial intelligence agents to support investor relations, reporting, compliance, and stakeholder communications for public companies. These AI frameworks operate independently of the Company’s marketplace platforms, with pilot programs and early deployments underway to evaluate performance and functionality.

 

The Company’s growth strategy includes supporting brands requiring enhanced digital infrastructure and AI-enabled operations through ongoing product development, direct outreach, and strategic channel partnerships.

 

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

 

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

 

In addition, the Company has introduced artificial intelligence components that operate alongside its D2C systems to enhance automation, analytics, and customer interaction. These components include conversational and analytical bots that support marketing, sales, and engagement activities. Pilot programs with selected clients are providing operational data used to refine these tools.

 

During the reporting period, the Company continued development and testing of its AI-enabled communications and automation tools, including AI-enabled inbound and outbound calling agents integrated with telephony infrastructure and conversational AI software components.

 

On December 29, 2022, the Company entered into a software license agreement with Noise Comms Ltd. for the acquisition of a Unified Communications Platform which enables multi-party communications between brands and consumers in consideration of 20,000,000 shares of common stock valued at $258,000.

 

 
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On November 14, 2023, the Company agreed to acquire a marketplace provider in the spirits industry, a non-affiliated corporation based in Wyoming, under which the Company will issue, on a pro-rata basis, up to 12,550,000 shares of common stock based on the company reaching future milestones in exchange for 100% of the issued and outstanding shares of the company making it a wholly owned subsidiary of the Company. The shares will remain in escrow with the company until those milestones.

 

In January 2026, the Company commissioned the development of a proprietary multi-tenant platform combining AI-powered voice communications, CRM functionality, customer support tooling, and billing infrastructure within a single unified architecture..

 

On June 12, 2026, the Company entered into an Asset Purchase and Acquisition Agreement with Goldrange Resources Corp., a corporation incorporated under the laws of the Province of Ontario, Canada, pursuant to which the Company agreed to purchase a 49% undivided interest in Goldrange's rights in certain mining properties located in Tanzania, Africa, in consideration of 20,000,000 shares of the Company's common stock. Full details are set out in the Company's Current Report on Form 8-K filed June 12, 2026.

 

We are still a small early-stage development company with minimal revenues and limited cash on hand. We have sustained losses since inception and have relied upon loans from directors and officers and the sale of our securities for funding. We have never declared bankruptcy, been in receivership, or been involved in any kind of legal proceeding.

 

Marketing, Advertising, and Promotion

 

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

 

Results of Operations

 

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

Change

 

 

Change

 

 

 

2026

 

 

2025

 

 

Amount

 

 

Percentage

 

Revenue, net

 

$(207)

 

$5,986

 

 

$(6,193)

 

 

-103%

Operating expenses

 

 

161,540

 

 

 

34,186

 

 

 

127,354

 

 

 

373%

Loss from operations

 

 

(161,747)

 

 

(28,200)

 

 

(133,547)

 

 

474%

Other expenses

 

 

(113,471)

 

 

(8,110)

 

 

(105,361)

 

1299%

 

Net Loss

 

$(275,218)

 

$(36,310)

 

$(238,908)

 

 

658%

 

Net loss increased from $36,310 for the three months ended June 30, 2025 to $275,218 for the three months ended June 30, 2026 due to the decrease in net revenue, operating expenses and other expenses.

 

During the three months ended June 30, 2026 and 2025, we incurred net credit revenue of $(207) and generated $5,986 in revenue, respectively.

 

Operating expenses increased from $34,186 for the three months ended June 30, 2025 to $161,540 for the three months ended June 30, 2026 mainly due to the increase in software development and professional fees.

 

Other expenses increased from $8,110 for the three months ended June 30, 2025 to $113,471 for the three months ended June 30, 2026 mainly due to loss on settlement of accounts payable of $90,669.

 

 
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Liquidity and Financial Condition

 

Working Capital (Deficiency)

 

 

 

June 30,

2026

 

 

March 31,

2026

 

Current Assets

 

$8,061,886

 

 

$262,757

 

Current Liabilities

 

 

1,058,713

 

 

 

1,986,308

 

Working Capital (Deficiency)

 

$7,003,173

 

 

$(1,723,551)

 

Cash Flows

 

 

 

Three Months Ended

 

 

 

June 30,

 

 

 

2026

 

 

2025

 

Cash used in Operating Activities

 

$(15,445)

 

$(2,738)

Cash used in Investing Activities

 

 

-

 

 

 

(2,400)

Cash provided by Financing Activities

 

 

15,000

 

 

 

23,000

 

Effects on changes in foreign exchange rate

 

 

19

 

 

 

(27,388)

Net changes in cash during period

 

$(426)

 

$(9,524)

 

Our total current assets as of June 30, 2026 were $8,061,866 compared to total current assets of $262,757 as of March 31, 2026. The increase was primarily due to increase in advance for mineral property interest of $7,800,000 recorded during the three months ended June 30, 2026.

 

Our total current liabilities as of June 30, 2026 were $1,058,713 as compared to total current liabilities of $1,986,308 as of March 31, 2026. The increase was attributed to the increase in convertible notes and accrued interest payable.

 

Working capital was $7,003,173 as of June 30, 2026 as compared to working capital deficiency of $1,723,551 as of March 31, 2026 mainly due to increase in advance for mineral property interest of $7,800,000 recorded during the three months ended June 30, 2026.

 

Operating Activities

 

For the three months ended June 30, 2026, net cash used in operating activities was $15,445 related to our net loss of $275,218, reduced by amortization of $9,214, loss on convertible notes of $10,000 and loss on settlement of accounts payable of $90,669 and changes in operating assets and liabilities of $149,890.

 

For the three months ended June 30, 2026, net cash used in operating activities was $2,738 related to our net loss of $36,310, reduced by amortization of $9,214 and loss on convertible notes of $15,333 and changes in operating assets and liabilities of $9,025.

 

Investing Activities

 

For the three months ended June 30, 2026, there were no net cash used in investing activities.

 

For the three months ended June 30, 2025, net cash used in investing activities was $2,400 from advancement on on promissory loan receivable.

 

 
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Financing Activities

 

For the three months ended June 30, 2026 and 2025, net cash provided by financing activities was $15,000 and $23,000 from proceeds related to convertible notes, respectively.

 

 Cash Requirements

 

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

 

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

 

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

 

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

 

Off-Balance Sheet Arrangements

 

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

 

Critical Accounting Policies

 

Basis of Presentation

 

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

 

Use of Estimates

 

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

 

Fair Value of Financial Instruments

 

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

 

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

 

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

 

Level 1 -

quoted prices in active markets for identical assets or liabilities

Level 2 -

quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 -

inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

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

 

As disclosed in our Quarterly Report on Form 10-Q for the three months ended December 31, 2025, based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of December 31, 2025, 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.

 

 
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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

 

During the three months ended June 30, 2026, note principal amount of $755,500 and accrued interest of $73,399 were converted to 2,509,510 shares of common stock.

 

During the three months ended June 30, 2026, 967,111 shares of common stock were issued for the settlement of account payable of $271,998, incurring loss on accounts payable settlement of $90,669.

 

During the three months ended June 30, 2026, 20,000,000 shares of common stock valued at $7,800,000 were issued as advances for acquisition of 49% interest in a mineral property.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

Departure of Chief Executive Officer and Appointment of Interim Chief Executive Officer - On January 6, 2026, Christoper McEachnie, the Chief Executive Officer and a member of the Board of Directors of Caro Holdings, Inc. (the “Company”), resigned from his positions as Chief Executive Officer and as a member of the Board of Directors, effective January 6, 2026, to pursue other professional opportunities. Mr. McEachnie’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. On January 7, 2026, the Board of Directors appointed Meriesha Rennalls, the Company’s Chief Operating Officer, to serve as Interim Chief Executive Officer, effective as of the Resignation Date. Ms. Rennalls will continue to serve as the Company’s Chief Operating Officer in addition to her role as Interim Chief Executive Officer.

 

The Company previously reported this event in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2026.

 

Item 6. Exhibits

 

Exhibit

Number

Description of Exhibits

31.1

Certification by the Principal Executive Officer

32.1

Certification by the Principal Executive Officer

 

 
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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 14, 2026

/s/ Meriesha Rennalls

 

Meriesha Rennalls

Chief Executive Officer

(Principal Executive Officer)

 

 

 
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Source: View Original Filing on SEC EDGAR