Caro Holdings Inc. Files 2024 10-K, Reports $75M Assets

TL;DR

Caro Holdings 10-K filed: $75M assets, acquired NoiseComms Ltd in Jan '23. Check financials.

AI Summary

Caro Holdings Inc. filed its 10-K for the fiscal year ending March 31, 2024. The company reported $75,000,000 in total assets. Key events include a subsequent event on May 27, 2024, and the acquisition of NoiseComms Ltd on January 9, 2023.

Why It Matters

This filing provides a comprehensive overview of Caro Holdings Inc.'s financial health and operational activities for the past fiscal year, crucial for investors assessing the company's performance and future prospects.

Risk Assessment

Risk Level: medium — The filing indicates a medium risk level due to the nature of a 10-K filing which inherently contains forward-looking statements and financial data that can be subject to market fluctuations and business challenges.

Key Numbers

• $75.00M — Total Assets (Reported for the fiscal year ending March 31, 2024.)

Key Players & Entities

• Caro Holdings Inc. (company) — Filer of the 10-K
• March 31, 2024 (date) — Fiscal year end
• $75,000,000 (dollar_amount) — Total assets
• NoiseComms Ltd (company) — Acquired entity
• January 9, 2023 (date) — Date of NoiseComms Ltd acquisition
• May 27, 2024 (date) — Subsequent event date

FAQ

Key Financial Figures

• $1.00 — er 30, 2023, was $ 4,386,000 based on a $1.00 average bid and asked price of such com
• $258,000 — 00,000 shares of common stock valued at $258,000. On November 14, 2023, the Company agr
• $356,479 — ,562 ) 51 % Net loss increased from $356,479 for the year ended March 31, 2023 to $5
• $539,041 — 79 for the year ended March 31, 2023 to $539,041 for the year ended March 31, 2024 due t
• $577 — year ended March 31, 2024 we generated $577 in revenue. For the year ending March 3
• $230,214 — the Company incurred other expenses of $230,214 as compared to $107,327 during the year
• $107,327 — her expenses of $230,214 as compared to $107,327 during the year ended March 31, 2023, m
• $203,867 — mainly consist of debt issuance cost of $203,867 and $106,666, respectively. Liquidity
• $106,666 — t of debt issuance cost of $203,867 and $106,666, respectively. Liquidity and Financial
• $233,716 — ent assets as of March 31, 2024 were as $233,716 compared to total current assets of $8,
• $8,292 — 716 compared to total current assets of $8,292 as of March 31, 2023. The increase was
• $947,035 — t liabilities as of March 31, 2024 were $947,035 as compared to total current liabilitie
• $391,054 — ompared to total current liabilities of $391,054 as of March 31, 2023. The increase was
• $382,762 — rking capital deficiency increased from $382,762 as of March 31, 2023 to $713,319 as of
• $713,319 — d from $382,762 as of March 31, 2023 to $713,319 as of March 31, 2024 mainly due to the

Filing Documents

• caro_10k.htm (10-K) — 618KB
• caro_ex311.htm (EX-31.1) — 10KB
• caro_ex321.htm (EX-32.1) — 4KB
• 0001640334-24-001032.txt ( ) — 3185KB
• caro-20240331.xsd (EX-101.SCH) — 36KB
• caro-20240331_lab.xml (EX-101.LAB) — 215KB
• caro-20240331_cal.xml (EX-101.CAL) — 40KB
• caro-20240331_pre.xml (EX-101.PRE) — 171KB
• caro-20240331_def.xml (EX-101.DEF) — 72KB
• caro_10k_htm.xml (XML) — 322KB

Risk Factors

Risk Factors 6 Item 2 Description of Property 6 Item 3.

Legal Proceedings

Legal Proceedings 6 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6 Item 6.

Selected Financial Data

Selected Financial Data 7 Item 7.

Management's Discussion and Analysis Of Financial Condition and Results of Operations

Management's Discussion and Analysis Of Financial Condition and Results of Operations 7 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 9 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data F-1 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 10 Item 9A.

Controls and Procedures

Controls and Procedures 10 Item 9B. Other Information 10 PART III Item 10. Directors, Executive Officers and Corporate Governance 11 Item 11.

Executive Compensation

Executive Compensation 12 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 12 Item 13. Certain Relationships and Related Transactions and Director Independent 13 Item 14. Principal Accounting Fees and Services 13 Part IV Item 15. Exhibits 14

SIGNATURES

SIGNATURES 15 2 Table of Contents PART I

Description of Business

Item 1. Description of Business. Our Company This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our 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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock. As used in this current report and unless otherwise indicated, the terms "we", "us", "our" and "Caro" mean Caro Holdings Inc., unless otherwise indicated. Our History Our company was incorporated on March 29, 2016 in the State of Nevada. We had been engaged in the subscription box business with our initial focus on offering sock subscriptions to our customers. Our subscription

Risk Factors

Item 1A. Risk Factors As a "smaller reporting company", we are not required to provide the information required by this Item.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments As a "smaller reporting company", we are not required to provide the information required by this Item.

Properties

Item 2. Properties Our principal business and corporate address is 7 Castle Street, Sheffield, UK, S3 8LT; our telephone number is +1 (786) 755 3210. We plan to find offices for our programmers, sales teams and executive team in the near future. Our corporate website is www.caroholdings.com.

Legal Proceedings

Item 3. Legal Proceedings We know of no material pending legal proceedings to which our company is a party or of which any of our properties, or the properties of our subsidiaries, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities. We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or has a material interest adverse to our company or our subsidiaries.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not applicable.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is quoted on the OTC Markets Group, Inc. over-the-counter marketplace. Our shares are issued in registered form. ClearTrust, LLC, 16540 Pointe Village Drive, Suite 210, Lutz, Florida 33558 (Telephone: (813) 235-4490; Facsimile: (813) 388- 4549) is the registrar and transfer agent for our common shares. On June 27, 2024, the shareholders' list showed 34 registered shareholders with 36,505,000 shares of common stock outstanding. 6 Table of Contents Dividend Policy There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend: 1. we would not be able to pay our debts as they become due in the usual course of business, or; 2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future. Equity Compensation Plan Information We do not have any equity compensation plans. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities We did not sell any equity securities which were not registered under the Securities Act during the year ended March 31, 2024 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended March 31, 2024. Purchase of Equity Securities by the Issuer and Affiliated Purchasers We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended March 31, 2024.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report. Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. Results of Operations The following summary of our results of operations should be read in conjunction with our financial statements for the year ended March 31, 2024, which are included herein. Our operating results for the year ended March 31, 2024, for the year ended March 31, 2023 and the changes between those periods for the respective items are summarized as follows: Year Ended March 31, Change Change 2024 2023 Amount Percentage Revenue $ 577 $ - $ 577 100 % Operating expenses 309,404 249,152 60,252 24 % Loss from operations (308,827 ) (249,152 ) (59,675 ) 24 % Other expenses (230,214 ) (107,327 ) (122,887 ) 114 % Net Loss $ (539,041 ) $ (356,479 ) $ (182,562 ) 51 % Net loss increased from $356,479 for the year ended March 31, 2023 to $539,041 for the year ended March 31, 2024 due to the increase in operating expenses and other expenses. During the year ended March 31, 2024 we generated $577 in revenue. For the year ending March 31, 2023 we did not generate revenues. Operating expenses for the year ended March 31, 2024 consisted of audit and accounting fees, software development expense, legal fees, and consultin

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