Loss narrows at Caro Holdings (CAHO) as going concern risk persists
Caro Holdings Inc. reported a sharply reduced net loss but continued weak revenue and severe liquidity pressure for the quarter ended December 31, 2025. Quarterly revenue fell to $1,711 from $4,407, while net loss narrowed to $63,547 from $267,199 as operating and financing costs declined.
For the nine months, revenue was only $8,926 versus $28,850 a year earlier, and net loss improved to $181,718 from $381,782. At December 31, 2025, the company had $760 in cash, current liabilities of $1,775,891, and a stockholders’ deficit of $1,332,146, driven largely by $1,476,000 of 10% convertible notes.
Management highlights a going concern uncertainty due to accumulated deficit, continuing losses and minimal cash, and is relying on additional capital raises and its ecommerce and AI-enabled platforms to support operations. After the period end, the CEO resigned and Chief Operating Officer Meriesha Rennalls was appointed Interim Chief Executive Officer.
Positive
- None.
Negative
- Severe liquidity and going concern risk: Cash was only $760 at December 31, 2025 against $1,775,891 in current liabilities and a $1,332,146 stockholders’ deficit, and management states substantial doubt about the company’s ability to continue as a going concern.
- Large, dilutive convertible debt overhang: Convertible notes payable totaled $1,476,000 at 10% interest, convertible at 60% of the 15-day VWAP, and the company continues issuing similar notes, which can materially dilute existing shareholders if converted.
Insights
Caro’s losses narrowed, but heavy convertible debt, minimal cash and going concern risk keep the profile highly speculative.
Caro Holdings showed substantial cost reductions, with nine-month operating expenses dropping to
The balance sheet is strained: cash was only
The company continues to fund operations via new convertible notes, including a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For the quarterly period ended
or
For the transition period from __________ to ____________
Commission File Number
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
(
(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. ☒
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). ☒
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 | ☐ |
☒ | 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)
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.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION |
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Item 1. | Financial Statements |
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Item 2. | Management’s Discussion and Analysis of Financial Condition or Plan of Operation |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. | Controls and Procedures |
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PART II - OTHER INFORMATION |
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Item 1. | Legal Proceedings |
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Item 1A. | Risk Factors |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. | Defaults Upon Senior Securities |
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Item 4. | Mine Safety Disclosures |
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Item 5. | Other Information |
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Item 6. | Exhibits |
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SIGNATURES |
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| 2 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
CARO HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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ASSETS |
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Current Assets |
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Cash |
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Prepaid expense |
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Accounts receivable and other receivable |
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Promissory note receivable |
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Convertible note receivable |
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Interest receivable |
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Deferred business acquisition cost |
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Total Current Assets |
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Software, net |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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Accrued interest payable |
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Due to related parties |
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Promissory notes payable |
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Convertible notes payable |
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Total Current Liabilities |
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TOTAL LIABILITIES |
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Stockholders' Deficit |
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Additional paid in capital |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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Total Stockholders' Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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| Table of Contents |
CARO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
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Revenues |
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Operating Expenses |
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General and administration |
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Professional fees |
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Management consulting fees - related party |
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Amortization |
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Software and website development |
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Total operating expenses |
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Loss from operations |
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Other income (expense) |
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Interest expense |
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Interest income |
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Foreign exchange gain |
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Total other expense |
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Net loss before taxes |
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Provision for income taxes |
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Net loss |
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Other comprehensive income (loss) |
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Comprehensive Loss |
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Net Loss Per Common Share – Basic and Diluted |
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Weighted Average Common Shares Outstanding |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 4 |
| Table of Contents |
CARO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
Nine Months Ended December 31, 2025
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| Comprehensive Loss |
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Balance - March 31, 2025 |
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Other comprehensive loss |
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Net loss |
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Balance - June 30, 2025 |
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Other comprehensive income |
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Balance - September 30, 2025 |
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Other comprehensive income |
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Net loss |
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Balance - December 31, 2025 |
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Nine Months Ended December 31, 2024
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Balance - March 31, 2024 |
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Other comprehensive loss |
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Net loss |
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Balance - June 30, 2024 |
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Balance - September 30, 2024 |
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Balance - December 31, 2024 |
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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)
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Cash Flows from Operating Activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization |
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Changes in operating assets and liabilities: |
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Other receivable |
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Prepaid expenses |
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Accounts payable and accrued liabilities |
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Accrued interest payable |
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Net Cash Used in Operating Activities |
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Cash Flows from Investing Activities: |
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Net Cash Used in Investing Activities |
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Cash Flows from Financing Activities: |
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Net Cash Provided by Financing Activities |
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Net Changes in Cash |
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Cash, end of period |
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Supplemental Disclosure Information: |
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Cash paid for interest |
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Non-Cash Investing and Financing Activities: |
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Issuance of common stock for conversion of convertible note |
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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
DECEMBER 31, 2025
(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
Prior to September 2022, we were an early-stage company and our activities had been limited to the to the formation of our business strategy and the raising of funds to support our mission.
The Company is now engaged in the deployment of our B2B, B2C and Direct to Consumer (D2C) systems and methodologies where we target specific vertical markets. We look for small to mid-size brands that have a strong brick-and-mortar presence and have a desire to increase their digital presence.
NOTE 2 – GOING CONCERN UNCERTAINTY
As reflected in the accompanying financial statements, the Company has an accumulated deficit of $
Management believes that the current actions to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying 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, 2025 included in the Company’s Annual Report on Form 10-K as filed with the SEC on July 15, 2025.
| 7 |
| Table of Contents |
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.
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| Nine Months Ended |
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| 2025 |
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| 2024 |
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Spot GBP: USD exchange rate |
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Average GBP: USD exchange rate |
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Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue from the sale of products and services in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
The Company’s revenue derives from monthly fee from online ecommerce service where users can sign up and setup their own online shops.
Intangible Assets
The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”
ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 5)
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Related Parties
We follow ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (Note 10)
Fair Value of Financial Instruments
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including accounts payable and accrued liabilities. are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 - | quoted prices in active markets for identical assets or liabilities |
Level 2 - | quoted prices for similar assets and liabilities in active markets or inputs that are observable |
Level 3 - | inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
Convertible Note
The Company follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives. The Company records each convertible note as a liability at the fixed monetary amount by measuring and recording a premium, as applicable, on the note issuance date with a charge to interest expense in the accompanying consolidated statements of operations and comprehensive loss.
Software Development
The Company accounts for all software purchased and software development costs in accordance with FASB ASC 985-20 “Software”. Accordingly, all costs incurred prior to establishing technological feasibility are expensed and software purchased or developed with established technological feasibility are capitalized. Software purchased is recorded at cost and depreciated using the straight-line method upon implementation with an estimated useful life of seven years.
As of December 31, 2025, purchased software of $
Web Development Cost
In accordance with FASB ASC 350-50 “Web Development Costs”, all costs incurred during the website planning stage are incurred. During the website application and infrastructure development stage, software tool costs and internet domain costs are capitalized, and website hosting costs are expensed. Cost incurred in the graphics development, content development and operating stage are generally expensed unless the costs are software related and should then be capitalized.
Net Income (Loss) per Share
The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company.
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For the nine months ended December 31, 2025 and 2024, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.
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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 – DEFERRED BUSINESS ACQUISITION COST
On November 14, 2023,
On November 17, 2023, the Company issued
| · | Upon acquiree’s achieving $ |
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| · | Upon acquiree’s achieving $ |
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| · | Upon acquiree’s achieving $ |
As of December 31, 2025, the business acquisition has not been completed. The acquisition is expected to be completed during the quarter ended March 31, 2026.
NOTE 5 – INTANGIBLE ASSETS PURCHASE
On December 29, 2022, the Company entered into a software purchase agreement with Noise Comms Ltd. for the acquisition of software for a Unified Communications Platform which enables multi-party communications between brands and consumers in consideration of
| 10 |
| Table of Contents |
The software is amortized over estimated useful life of seven years following launch of the service commenced from the 4th quarter of fiscal year 2023 (three months ended March 31, 2024). During the nine months ended December 31, 2025 and 2024, the amortization expense was $
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Year Ended March 31, |
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NOTE 6 – PROMISSORY NOTE RECEIVABLE
On March 20, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $
On June 1, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable. The loan bears interest at
On September 14, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $
On November 30, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $
As of December 31, 2025 and March 31, 2025, the total promissory loan receivable was $
NOTE 7 – CONVERTIBLE NOTE RECEIVABLE
On March 14, 2024, the Company signed an agreement with an unaffiliated company for a convertible loan receivable amount of $
On February 11, 2025, the Company signed an agreement with an unaffiliated company for a convertible loan receivable amount of $
On July 1, 2025, the Company signed an agreement with an unaffiliated company for a convertible loan receivable amount up to of $
As of December 31, 2025 and March 31, 2025, the total convertible loan receivable was $
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NOTE 8 – PROMISSORY NOTES PAYABLE
On October 9, 2022, the Company issued a $
On April 3, 2023, the Company issued a $
As of December 31, 2025 and March 31, 2025, the total promissory note payable was $
NOTE 9 – CONVERTIBLE NOTES PAYABLE
As of December 31, 2025 and March 31, 2025, the total principal balance of the convertible notes payable was $
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The terms of the convertible notes are summarized as follows:
| · | Bears interest at |
| · | Matures six months from the issuance date |
| · |
| 12 |
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During the nine months ended December 31, 2025 and 2024, debt premium of $44,200 and $145,000 was recognized as a loss on convertible note and charged to interest expense.
During the nine months ended December 31, 2025 and 2024, interest expense of $
NOTE 10 – RELATED PARTY TRANSACTIONS
During the nine months ended December 31, 2025 and 2024, the Company incurred $
As of December 31, 2025 and March 31, 2025, there was $
NOTE 11 – EQUITY
Authorized Stock
The Company’s authorized common stock consists of
Common Stock
As of December 31, 2025 and March 31, 2025, the issued and outstanding common stock was
NOTE 12 – 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 13 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to December 31, 2025 to the date these financial statements were issued and has determined that it has the following material subsequent events:
On January 26, 2026, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $
| 13 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Caro Holdings Inc., unless otherwise indicated.
General Overview
Our History
Our company was incorporated on March 29, 2016 in the State of Nevada. Initially we engaged in the subscription box business with a focus on offering sock subscriptions to our customers. Our subscription box was a package of a pair of socks sent directly to a customer on a recurring basis. The company was controlled and operated by Rozh Caroro from inception till April of 2022.
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.
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.
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| Table of Contents |
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.
On November 14, 2023, the Company agreed to acquire a marketplace provider in the spirits industry, a non-affiliated corporation based in Wyoming, under which the Company will issue, on a pro-rata basis, up to 12,550,000 shares of common stock based on the company reaching future milestones in exchange for 100% of the issued and outstanding shares of the company making it a wholly owned subsidiary of the Company. The shares will remain in escrow with the company until those milestones.
We are still a small early-stage development company with minimal revenues and limited cash on hand. We have sustained losses since inception and have relied upon loans from directors and officers and the sale of our securities for funding. We have never declared bankruptcy, been in receivership, or been involved in any kind of legal proceeding.
Marketing, Advertising, and Promotion
We believe that our systems will become one of our most important assets. Our ability to successfully create brand awareness is dependent upon our ability to address the changing needs and priorities of each brand’s target customers. To that end, we plan to focus much of our marketing efforts to recruit partners. We will then apply our methodologies to better understand their customers and their needs and ensure we align our brand messages in the marketing, and the channels through which we deliver these messages, to the target customers.
Results of Operations
Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
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| Three Months Ended |
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|
|
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|
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| |||||||
|
| December 31, |
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| Change |
|
| Change |
| |||||||
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| 2025 |
|
| 2024 |
|
| Amount |
|
| Percentage |
| ||||
Revenue |
| $ | 1,711 |
|
| $ | 4,407 |
|
| $ | (2,696 | ) |
|
| -61 | % |
Operating expenses |
|
| 36,674 |
|
|
| 138,943 |
|
|
| (102,269 | ) |
|
| -74 | % |
Loss from operations |
|
| (34,963 | ) |
|
| (134,536 | ) |
|
| 99,573 |
|
|
| -74 | % |
Other expenses |
|
| (28,584 | ) |
|
| (132,663 | ) |
|
| 104,079 |
|
|
| -78 | % |
Net Loss |
| $ | (63,547 | ) |
| $ | (267,199 | ) |
| $ | 203,652 |
|
|
| -76 | % |
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| Table of Contents |
Net loss decreased from $267,199 for the three months ended December 31, 2024 to $63,547 for the three months ended December 31, 2025 due to the decrease in operating expenses and other expenses.
During the three months ended December 31, 2025 and 2024, we generated $1,711 and $4,407 in revenue, respectively.
Operating expenses decreased from $138,943 for the three months ended December 31, 2024 to $36,674 for the three months ended December 31, 2025 mainly due to the decrease in advertising and marketing expense, service fees and subscription fees and management consulting fees.
Other expenses decreased from $132,663 for the three months ended December 31, 2024 to $28,584 for the three months ended December 31, 2025 mainly due to the decrease in debt issuance cost on convertible notes.
Nine Months Ended December 31, 2025 Compared to Nine Months Ended December 31, 2024
|
| Nine Months Ended |
|
|
|
|
|
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| |||||||
|
| December 31, |
|
| Change |
|
| Change |
| |||||||
|
| 2025 |
|
| 2024 |
|
| Amount |
|
| Percentage |
| ||||
Revenue |
| $ | 8,926 |
|
| $ | 28,850 |
|
| $ | (19,924 | ) |
|
| -69 | % |
Operating expenses |
|
| 105,408 |
|
|
| 226,719 |
|
|
| (121,311 | ) |
|
| -54 | % |
Loss from operations |
|
| (96,482 | ) |
|
| (197,869 | ) |
|
| 101,387 |
|
|
| -51 | % |
Other expenses |
|
| (85,236 | ) |
|
| (183,913 | ) |
|
| 98,677 |
|
|
| -54 | % |
Net Loss |
| $ | (181,718 | ) |
| $ | (381,782 | ) |
| $ | 200,064 |
|
|
| -52 | % |
Net loss decreased from $381,782 for the nine months ended December 31, 2024 to $181,718 for the nine months ended December 31, 2025 due to the decrease in operating expenses and other expenses.
During the three months ended December 31, 2025 and 2024, we generated $8,926 and $28,850 in revenue, respectively.
Operating expenses decreased from $226,719 for the three months ended December 31, 2024 to $105,408 for the three months ended December 31, 2025 mainly due to the decrease in advertising and marketing expense, service fees and subscription fees and management consulting fees.
Other expenses decreased from $183,913 for the three months ended December 31, 2024 to $85,236 for the three months ended December 31, 2025 mainly due to the decrease in debt issuance cost on convertible notes.
Liquidity and Financial Condition
Working Capital (Deficiency)
|
| December 31, 2025 |
|
| March 31, 2025 |
| ||
Current Assets |
| $ | 259,457 |
|
| $ | 256,104 |
|
Current Liabilities |
|
| 1,775,891 |
|
|
| 1,600,408 |
|
Working Capital (Deficiency) |
| $ | (1,516,434 | ) |
| $ | (1,344,304 | ) |
Cash Flows
|
| Nine Months Ended |
| |||||
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Cash used in Operating Activities |
| $ | (72,141 | ) |
| $ | (205,400 | ) |
Cash used in Investing Activities |
|
| (4,080 | ) |
|
| (12,056 | ) |
Cash provided by Financing Activities |
|
| 81,860 |
|
|
| 217,500 |
|
Effects on changes in foreign exchange rate |
|
| (19,446 | ) |
|
| 4,118 |
|
Net changes in cash during period |
| $ | (13,806 | ) |
| $ | 4,162 |
|
Our total current assets as of December 31, 2025 were $259,457 compared to total current assets of $256,104 as of March 31, 2025. The increase was primarily due to increase in prepaid expense, accounts receivable and other receivable, promissory note receivable, convertible note receivable and interest receivable.
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Our total current liabilities as of March 31, 2025 were $1,600,408 as compared to total current liabilities of $1,775,891 as of December 31, 2025. The increase was attributed to the increase in convertible notes and accrued interest payable.
Working capital deficiency increased from $1,344,304 as of March 31, 2025 to $1,516,434 as of December 31, 2025 mainly due to the increase in convertible notes payable and accrued interest payable.
Operating Activities
For the nine months ended December 31, 2025, net cash used in operating activities was $72,141 related to our net loss of $181,718, reduced by amortization of $27,642, loss on convertible notes of $44,200 and changes in operating assets and liabilities of $37,736.
For the nine months ended December 31, 2024, net cash used in operating activities was $205,400 related to our net loss of $381,783, reduced by amortization of $27,642, loss on convertible notes of $145,000 and increased by changes in operating assets and liabilities of $3,741.
Investing Activities
For the nine months ended December 31, 2025, net cash used in investing activities was $4,080, comprised of advancement on convertible loan receivable of $1,680 and advancement on promissory loan receivable of $2,400.
For the nine months ended December 31, 2024, net cash used in investing activities was $12,056 from advancement on promissory loan receivable.
Financing Activities
For the nine months ended December 31, 2025, net cash provided by financing activities was $81,860 from proceeds related to convertible notes of $66,300 and advancement to related party of $15,560.
For the nine months ended December 31, 2024, net cash provided by financing activities was ,500$217 primarily from proceeds related to convertible notes.
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”).
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Use of Estimates
In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates.
Fair Value of Financial Instruments
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including accounts payable and accrued liabilities. are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 - | quoted prices in active markets for identical assets or liabilities |
Level 2 - | quoted prices for similar assets and liabilities in active markets or inputs that are observable |
Level 3 - | inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
Item 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
None.
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: February 13, 2026 | /s/ Meriesha Rennalls | |
| Meriesha Rennalls Chief Executive Officer (Principal Executive Officer) |
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FAQ
How did Caro Holdings Inc. (CAHO) perform financially in the quarter ended December 31, 2025?
What were Caro Holdings Inc. (CAHO)’s results for the nine months ended December 31, 2025?
What is the liquidity and balance sheet position of Caro Holdings Inc. (CAHO)?
How much convertible debt does Caro Holdings Inc. (CAHO) have outstanding and on what terms?
Does Caro Holdings Inc. (CAHO) face a going concern risk?
What leadership changes occurred at Caro Holdings Inc. (CAHO) after the quarter end?
What is Caro Holdings Inc. (CAHO)’s current business focus and technology platform?
