Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2023 | Aug. 17, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | CARO HOLDINGS INC. | |
Entity Central Index Key | 0001678105 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 23,135,000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-212268 | |
Entity Incorporation State Country Code | NV | |
Entity Address Address Line 1 | 7 Castle Street | |
Entity Address City Or Town | Sheffield | |
Entity Address Country | GB | |
City Area Code | 786 | |
Local Phone Number | 755-3210 | |
Entity Interactive Data Current | Yes | |
Entity Address Postal Zip Code | S3 8LT |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Current Assets | ||
Cash | $ 959 | $ 2,279 |
Other receivable | 123 | 0 |
Promissory note receivable | 13,305 | 6,000 |
Interest receivable | 193 | 13 |
Total Current Assets | 14,580 | 8,292 |
Software | 258,000 | 258,000 |
TOTAL ASSETS | 272,580 | 266,292 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 101,732 | 40,476 |
Accrued interest payable | 10,645 | 5,290 |
Due to related parties | 56,961 | 53,622 |
Promissory notes payable | 28,900 | 25,000 |
Convertible notes payable | 350,000 | 266,666 |
Total Current Liabilities | 548,238 | 391,054 |
TOTAL LIABILITIES | 548,238 | 391,054 |
Stockholders' Deficit | ||
Preferred stock: 75,000,000 authorized; $0.00001 par value. No shares issued and outstanding | 0 | 0 |
Common stock: 75,000,000 authorized; $0.00001 par value. 60,000,000 shares issued and outstanding | 600 | 600 |
Additional paid in capital | 442,828 | 442,828 |
Accumulated deficit | (710,156) | (563,910) |
Accumulated other comprehensive loss | (8,930) | (4,280) |
Total Stockholders' Deficit | (275,658) | (124,762) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 272,580 | $ 266,292 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Mar. 31, 2023 |
Stockholders' Deficit | ||
Preferred stock, shares authorized | 75,000,000 | 75,000,000 |
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares issued | 60,000,000 | 60,000,000 |
Common stock, shares outstanding | 60,000,000 | 60,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Expenses | ||
General and administration | $ 3,342 | $ 0 |
Professional fees | 37,680 | 10,572 |
Management consulting fees - related party | 7,504 | 0 |
Software and website development | 63,654 | 0 |
Total operating expenses | 112,180 | 10,572 |
Loss from operations | (112,180) | (10,572) |
Other income (expense) | ||
Interest expense | (38,689) | 0 |
Interest income | 180 | 0 |
Foreign exchange gain | 4,443 | 0 |
Total other income (expense) | (34,066) | 0 |
Net loss before taxes | (146,246) | (10,572) |
Provision for income taxes | 0 | 0 |
Net loss | (146,246) | (10,572) |
Other comprehensive loss | (4,650) | |
Comprehensive Loss | $ (150,896) | $ (10,572) |
Net Loss Per Common Share - Basic and Diluted | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding | 60,000,000 | 40,000,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance, shares at Mar. 31, 2022 | 40,000,000 | ||||
Balance, amount at Mar. 31, 2022 | $ (22,003) | $ 400 | $ 185,028 | $ (207,431) | |
Net loss | (10,572) | $ 0 | 0 | (10,572) | |
Balance, shares at Jun. 30, 2022 | 40,000,000 | ||||
Balance, amount at Jun. 30, 2022 | (32,575) | $ 400 | 185,028 | (218,003) | |
Balance, shares at Mar. 31, 2023 | 60,000,000 | ||||
Balance, amount at Mar. 31, 2023 | (124,762) | $ 600 | 442,828 | (563,910) | $ (4,280) |
Net loss | (146,246) | 0 | 0 | (146,246) | 0 |
Other comprehensive loss | (4,650) | $ 0 | 0 | 0 | (4,650) |
Balance, shares at Jun. 30, 2023 | 60,000,000 | ||||
Balance, amount at Jun. 30, 2023 | $ (275,658) | $ 600 | $ 442,828 | $ (710,156) | $ (8,930) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (146,246) | $ (10,572) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on convertible notes | 33,333 | 0 |
Changes in operating assets and liabilities: | ||
Interest receivable | (180) | 0 |
Other receivable | (97) | 0 |
Prepaid expenses | 0 | (6,505) |
Accounts payable and accrued liabilities | 64,097 | 17,077 |
Accrued interest payable | 5,355 | 0 |
Net Cash Used in Operating Activities | (43,739) | 0 |
Cash Flows from Investing Activities: | ||
Advancement on loan receivable | (7,305) | 0 |
Net Cash Used in Investing Activities | (7,305) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of promissory note | 3,900 | 0 |
Proceeds from issuance of convertible notes | 50,000 | 0 |
Advancement from related party | 0 | 500 |
Net Cash Provided by Financing Activities | 53,900 | 500 |
Effects on changes in foreign exchange rate | (4,176) | 0 |
Net Changes in Cash | (1,320) | 500 |
Cash, beginning of period | 2,279 | 1,429 |
Cash, end of period | 959 | 1,929 |
Supplemental Disclosure Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Non-Cash Investing and Financing Activities: | ||
Operating expenses paid by related parties | $ 4,684 | $ 20,865 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Jun. 30, 2023 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Caro Holdings Inc. (the “Company”) was incorporated in the State of Nevada on March 29, 2016 and engaged in the subscription box business with initial focus on offering sock subscriptions to its customers. The Company changed its business during the year and is now engaged in the development of its Direct To Consumer systems and methodologies where the Company analyzes the marketplace and works with mid-size brands that have a strong bricks and mortar presence, and have a desire to increase their digital presence. Effective April 28, 2022, Rozh Caroro, the previous sole director, CEO and majority shareholder of the Company, entered into a stock purchase agreement for the sale of 36,795,000 shares of Common Stock of the Company to Christopher McEachnie. As a result of the stock transfer, Mr. McEachnie holds approximately 92% of the issued and outstanding shares of Common Stock of the Company, and as such he is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Also effective April 25, 2022, the previous sole officer and director of the Company, Rozh Caroro, resigned her positions with the Company. Upon her resignation, Mr. McEachnie was appointed as Chief Executive Officer, Treasurer and Secretary, and sole Director of the Company. On September 21 2022, the Company incorporated a subsidiary Caro Holdings International Ltd. in the UK to streamline operations, hire employees, consultants and contractors including the payment of payroll taxes and the collection of local VAT. The subsidiary is currently enhancing the ecommerce software that will allow the Small and Medium sized Business (SMB) community to sell, market and distribute their products. The company intends to create subsidiaries in markets where it perceives a significant sales opportunity. The Company is located at 7 Castle Street, Sheffield, UK. |
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY | 3 Months Ended |
Jun. 30, 2023 | |
GOING CONCERN UNCERTAINTY | |
GOING CONCERN UNCERTAINTY | NOTE 2 – GOING CONCERN UNCERTAINTY As reflected in the accompanying financial statements, the Company has an accumulated deficit of $710,156, and a net loss of $146,246 for the three months ended June 30, 2023. The Company did not generate revenues during the three months ended June 30, 2023. These factors among others raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that the current actions to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2023 included in the Company’s Annual Report on Form 10-K as filed with the SEC on July 14, 2023. Basis of Consolidation These unaudited interim consolidated financial statements include the accounts of the Company and the wholly-owned subsidiary Caro Holdings International, Ltd.. All material intercompany balances and transactions have been eliminated. Foreign Currency Translations The Company’s functional and reporting currency is the U.S. dollar. Caro Holdings International, Ltd.’s functional currency is the Great British Pounds (GBP). All transactions initiated in GBP are translated into U.S. dollars in accordance with ASC 830-30, ” 1) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. 2) Equity at historical rates. 3) Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). Gains and losses from foreign currency transactions are included in earnings in the period of settlement. Three Months Ended Three Months Ended June 30, June 30, 2023 2022 Spot GBP: USD exchange rate 1.2702 n/a Average GBP: USD exchange rate 1.2523 n/a Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification had no impact on net loss and financial position. Intangible Assets The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.” ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4) Related Parties We follow ASC 850, ”Related Party Disclosures”, 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. Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Convertible Note The Company follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives. The Company records each convertible note as a liability at the fixed monetary amount by measuring and recording a premium, as applicable, on the note issuance date with a charge to interest expense in the accompanying consolidated statements of operations and comprehensive loss. Software Development The Company accounts for all software purchased and software development costs in accordance with FASB ASC 985-20 “Software”. Accordingly, all costs incurred prior to establishing technological feasibility are expensed and software purchased or developed with established technological feasibility are capitalized. Software purchased is recorded at cost and depreciated using the straight-line method upon implementation with an estimated useful life of seven years. As of June 30, 2023, purchased software of $258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization. During the three months ended June 30, 2023 and 2022, the Company incurred $62,882 and $0 software development cost, respectively. Web Development Cost In accordance with FASB ASC 350-50 “Web Development Costs”, all costs incurred during the website planning stage are incurred. During the website application and infrastructure development stage, software tool costs and internet domain costs are capitalized, and website hosting costs are expensed. Cost incurred in the graphics development, content development and operating stage are generally expensed unless the costs are software related and should then be capitalized. During the three months ended June 30, 2023 and 2022, the Company incurred $722 and $0 web development cost, respectively. Net Income (Loss) per Share The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company. For the three ended June 30, 2023 and 2022, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive. June 30, June 30, 2023 2022 (Shares) (Shares) Convertible notes payable 350,000 - 350,000 - Recently Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
INTANGIBLE ASSETS PURCHASE
INTANGIBLE ASSETS PURCHASE | 3 Months Ended |
Jun. 30, 2023 | |
INTANGIBLE ASSETS PURCHASE | |
INTANGIBLE ASSETS PURCHASE | NOTE 4 – INTANGIBLE ASSETS PURCHASE On December 29, 2022, the Company entered into a software purchase agreement with Noise Comms Ltd. for the acquisition of software for a Unified Communications Platform which enables multi-party communications between brands and consumers in consideration of 20,000,000 shares of common stock. For the last six years, the director and COO of the Company has been operating Noise Comms Ltd and is the sole shareholder, COO and director. On January 9, 2023, the Company issued 20,000,000 shares of common stock at $0.0129 deemed share price (based on the latest arm-length share transaction price in April 2022) to Noise Comms Ltd. for the acquisition of the software valued at $258,000. The software will be amortized over estimated useful life of seven years following launch of the service planned during the 4 th Amortization Year Ended March 31, Expense 2024 $ 18,429 2025 36,857 2026 36,857 2027 36,857 2028 36,857 Thereafter 92,143 $ 258,000 |
PROMISSORY NOTE RECEIVABLE
PROMISSORY NOTE RECEIVABLE | 3 Months Ended |
Jun. 30, 2023 | |
PROMISSORY NOTE RECEIVABLE | |
PROMISSORY NOTE RECEIVABLE | NOTE 5 – PROMISSORY NOTE RECEIVABLE On March 20, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $15,000. The loan bears interest at 8% per annum and has a six month term. During the three months ended June 30, 2023, the Company issued $5,000 in loan receivable to the unaffiliate. As of June 30, 2023 and March 31, 2023, the loan receivable was $11,000 and $6,000, respectively. As of June 30, 2023 and March 31, 2023, the loan interest receivable was $183 and $13, respectively. On June 1, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $5,000. The loan bears interest at 8% per annum and has a six month term. During the three months ended June 30, 2023, the Company issued $2,305 in loan receivable to the unaffiliate. As of June 30, 2023 and March 31, 2023, the loan receivable was $2,305 and $0, respectively. As of June 30, 2023 and March 31, 2023, the loan interest receivable was $10 and $0, respectively. As of June 30, 2023 and March 31, 2023, the total loan receivable was $13,305 and $6,000, respectively. As of June 30, 2023 and March 31, 2023, total loan interest receivable was $193 and $13, respectively. |
PROMISSORY NOTES PAYABLE
PROMISSORY NOTES PAYABLE | 3 Months Ended |
Jun. 30, 2023 | |
PROMISSORY NOTES PAYABLE | |
PROMISSORY NOTES PAYABLE | NOTE 6 – PROMISSORY NOTES PAYABLE On October 9, 2022, the Company issued a $25,000 promissory note to an unaffiliated party. The note bears interest at 8% per annum and matures in six months from the issuance date. On April 3, 2023, the Company issued a $3,900 promissory note to an unaffiliated party. The note bears interest at 8% per annum and matures in six months from the issuance date. As of June 30, 2023 and March 31, 2023, the promissory note payable was $28,900 and $25,000, respectively. As of June 30, 2023 and March 31, 2023, the accrued interest payable was $1,509 and 948, respectively. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Jun. 30, 2023 | |
CONVERTIBLE NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE | NOTE 7 – CONVERTIBLE NOTES PAYABLE As of June 30, 2023 and March 31, 2023, the total principal balance of the convertible notes payable was $350,000 and $266,666, respectively. On October 13, 2022, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $20,000. The convertible promissory note bears interest at 10% per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company’s’ stock during the previous 15 trading days prior to conversion. Debt premium of $13,333 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $33,333. On November 8, 2022, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $70,000. The convertible promissory note bears interest at 8% per annum and matures one year from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $46,667 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $116,667. On November 19, 2022, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $20,000. The convertible promissory note bears interest at 8% per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $13,333 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $33,333. On February 22, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $50,000. The convertible promissory note bears interest at 8% per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $33,333 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $83,333. On April 19, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $30,000. The convertible promissory note bears interest at 8% per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $20,000 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $50,000. On May 22, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $20,000. The convertible promissory note bears interest at 8% per annum and matures one year from the issuance date. The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion. Debt premium of $13,333 was recognized as a loss on convertible note and charged to interest expense. As of June 30, 2023 and March 31, 2023, the balance of the convertible note was $,33,333. Accrued interest on convertible notes During the three months ended June 30, 2023 and 2022, interest expense of $38,128 (including $33,333 loss on convertible notes charged to interest expense as described above) and $0 was incurred on convertible notes, respectively. As of June 30, 2023 and March 31, 2023, accrued interest payable on convertible notes was $9,136 and $4,342, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jun. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS On January 9, 2023, the Company issued 20,000,000 shares of common stock to Noise Comms Ltd., a corporation controlled by the director and COO of the Company, for the acquisition of software valued at $258,000. (Note 4) During the three months ended June 30, 2023 and 2022, the director and Chief Executive Officer (“CEO”) of the Company paid $0 and $20,865 on behalf of the Company for business operation purpose, respectively. On December 31, 2022, the Company entered into a board resolution with the director and CEO of the Company for the cancellation of 36,865,000 shares of common stock. As of June 30, 2023, the cancellation of the common stock transaction has not been completed. (Note 10) During the three months ended June 30, 2023, the Company incurred $7,504 management consulting fees to the director and Chief Operating Officer (“COO”) of the Company. As of June 30, 2023 and March 31, 2023, the management consulting fee payable to the director and COO of the Company was $4,533 and $1,250, respectively. As of June 30, 2023 and March 31, 2023, there was $56,961 and $53,622 due to the current directors of the Company, respectively. |
EQUITY
EQUITY | 3 Months Ended |
Jun. 30, 2023 | |
EQUITY | |
EQUITY | NOTE 9 – EQUITY Authorized Stock The Company’s authorized common stock consists of 75,000,000 shares at $0.00001 par value. Common Stock On January 9, 2023, the Company issued 20,000,000 shares of common stock to Noise Comms Ltd., a corporation controlled by the director and COO of the Company, for the acquisition of software valued at $258,000. (Note 4 & 7) As of June 30, 2023 and March 31, 2023, the issued and outstanding common stock was 60,000,000 shares. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the June 30, 2023 to the date these financial statements were issued and has determined that it has the following material subsequent events: On December 31, 2022, the Company entered into a board resolution with the director and CEO of the Company for the cancellation of 36,865,000 shares of common stock. On August 4, 2023, the cancellation of the common stock transaction was completed. On July 31, 2023, the Company agreed to issue 540,000 shares of common stock for the conversion of a convertible note of $30,000. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2023 included in the Company’s Annual Report on Form 10-K as filed with the SEC on July 14, 2023. |
Basis of Consolidation | These unaudited interim consolidated financial statements include the accounts of the Company and the wholly-owned subsidiary Caro Holdings International, Ltd.. All material intercompany balances and transactions have been eliminated. |
Foreign Currency Translations | The Company’s functional and reporting currency is the U.S. dollar. Caro Holdings International, Ltd.’s functional currency is the Great British Pounds (GBP). All transactions initiated in GBP are translated into U.S. dollars in accordance with ASC 830-30, ” 1) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. 2) Equity at historical rates. 3) Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). Gains and losses from foreign currency transactions are included in earnings in the period of settlement. Three Months Ended Three Months Ended June 30, June 30, 2023 2022 Spot GBP: USD exchange rate 1.2702 n/a Average GBP: USD exchange rate 1.2523 n/a |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification had no impact on net loss and financial position. |
Intangible Assets | The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.” ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4) |
Related Parties | We follow ASC 850, ”Related Party Disclosures”, |
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. Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
Convertible Note | The Company follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives. The Company records each convertible note as a liability at the fixed monetary amount by measuring and recording a premium, as applicable, on the note issuance date with a charge to interest expense in the accompanying consolidated statements of operations and comprehensive loss. |
Software Development | The Company accounts for all software purchased and software development costs in accordance with FASB ASC 985-20 “Software”. Accordingly, all costs incurred prior to establishing technological feasibility are expensed and software purchased or developed with established technological feasibility are capitalized. Software purchased is recorded at cost and depreciated using the straight-line method upon implementation with an estimated useful life of seven years. As of June 30, 2023, purchased software of $258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization. During the three months ended June 30, 2023 and 2022, the Company incurred $62,882 and $0 software development cost, respectively. |
Web Development Cost | In accordance with FASB ASC 350-50 “Web Development Costs”, all costs incurred during the website planning stage are incurred. During the website application and infrastructure development stage, software tool costs and internet domain costs are capitalized, and website hosting costs are expensed. Cost incurred in the graphics development, content development and operating stage are generally expensed unless the costs are software related and should then be capitalized. During the three months ended June 30, 2023 and 2022, the Company incurred $722 and $0 web development cost, respectively. |
Net Income (Loss) per Share | The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company. For the three ended June 30, 2023 and 2022, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive. June 30, June 30, 2023 2022 (Shares) (Shares) Convertible notes payable 350,000 - 350,000 - |
Recently Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Foreign Currency Translations | Three Months Ended Three Months Ended June 30, June 30, 2023 2022 Spot GBP: USD exchange rate 1.2702 n/a Average GBP: USD exchange rate 1.2523 n/a |
Schedule of anti dilutive securities excluded from computation of EPS | June 30, June 30, 2023 2022 (Shares) (Shares) Convertible notes payable 350,000 - 350,000 - |
INTANGIBLE ASSETS PURCHASE (Tab
INTANGIBLE ASSETS PURCHASE (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
INTANGIBLE ASSETS PURCHASE | |
Schedule of finite-lived intangible assets amortization expenses | Amortization Year Ended March 31, Expense 2024 $ 18,429 2025 36,857 2026 36,857 2027 36,857 2028 36,857 Thereafter 92,143 $ 258,000 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINES (Details Narrative) - Common Stock | 1 Months Ended |
Apr. 28, 2022 shares | |
Purchase of common share | 36,795,000 |
Share acquired of common stock | 92% |
GOING CONCERN UNCERTAINTY (Deta
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
GOING CONCERN UNCERTAINTY | |||
Net loss | $ (146,246) | $ (10,572) | |
Accumulated deficit | $ (710,156) | $ (563,910) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Spot GBP: USD exchange rate | 1.2702 | 0 |
Average GBP: USD exchange rate | 1.2523 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Antidilutive Securities Computation of Earnings Per Share, Amount | 350,000 | 0 |
Total Convertible notes payable | 350,000 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Software Development | |||
Software Purchase | $ 258,000 | $ 258,000 | |
Development costs | 62,882 | $ 0 | |
Web Development | |||
Development costs | $ 722 | $ 0 |
INTANGIBLE ASSETS PURCHASE (Det
INTANGIBLE ASSETS PURCHASE (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
INTANGIBLE ASSETS PURCHASE | |||
2024 | $ 18,429 | ||
2025 | 36,857 | ||
2026 | 36,857 | ||
2027 | 36,857 | ||
2028 | 36,857 | ||
Thereafter | 92,143 | ||
Total | $ 258,000 | $ 258,000 | $ 258,000 |
INTANGIBLE ASSETS PURCHASE (D_2
INTANGIBLE ASSETS PURCHASE (Details Narrative) - USD ($) | 1 Months Ended | ||||
Jan. 09, 2023 | Dec. 29, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
INTANGIBLE ASSETS PURCHASE | |||||
Issuance of common stock for Acquisition of software from related party | 20,000,000 | ||||
Deemed share price | $ 0.0129 | ||||
Acquisition of software for the value | $ 258,000 | ||||
Stock purchase agreement consideration | 20,000,000 | ||||
Intangible asset | $ 258,000 | $ 258,000 | $ 258,000 |
PROMISSORY NOTE RECEIVABLE (Det
PROMISSORY NOTE RECEIVABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 01, 2023 | Mar. 20, 2023 | |
Promissory note Receivable | $ 13,305 | $ 6,000 | ||
Loan receivable | 13,305 | 6,000 | ||
Loan interest receivable | 193 | 13 | ||
June 1, 2023 | Unaffiliated Company | ||||
Promissory note bears interest rate | 8% | |||
Promissory note principal amount | $ 5,000 | |||
Promissory note Receivable | 2,305 | 0 | ||
Loan receivable | 2,305 | 0 | ||
Loan interest receivable | 10 | 0 | ||
March 20, 2023 | Unaffiliated Company | ||||
Promissory note bears interest rate | 8% | |||
Promissory note principal amount | $ 15,000 | |||
Promissory note Receivable | 5,000 | 0 | ||
Loan receivable | 11,000 | 6,000 | ||
Loan interest receivable | $ 183 | $ 13 |
PROMISSORY NOTES PAYABLE (Detai
PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2023 | Apr. 03, 2023 | Mar. 31, 2023 | Oct. 09, 2022 |
PROMISSORY NOTES PAYABLE | ||||
Promissory note principal amount | $ 3,900 | $ 25,000 | ||
Promissory note bears interest rate | 8% | 8% | ||
Promissory note payable | $ 28,900 | $ 25,000 | ||
Accrued interest payable | $ 1,509 | $ 948 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Nov. 08, 2022 | Oct. 13, 2022 | May 22, 2023 | Apr. 19, 2023 | Feb. 22, 2023 | Nov. 19, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | |
Convertible note payable | $ 350,000 | $ 266,666 | ||||||||
Interest Expense | 38,689 | $ 0 | $ 0 | |||||||
Convertible Notes Payable | ||||||||||
Interest Expense | 38,128 | |||||||||
Accrued interest payable | 9,136 | 4,342 | ||||||||
Description of conversion price | The conversion price is 60% of the average VWAP of the Company’s’ stock during the previous 15 trading days prior to conversion | |||||||||
Debt premium | $ 13,333 | |||||||||
Convertible note | 33,333 | 33,333 | ||||||||
Unaffiliate amount | $ 20,000 | |||||||||
Interest rate | 10% | |||||||||
Convertible Notes Payable One | ||||||||||
Description of conversion price | The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion | |||||||||
Debt premium | $ 46,667 | |||||||||
Convertible note | 116,667 | 116,667 | ||||||||
Unaffiliate amount | $ 70,000 | |||||||||
Interest rate | 8% | |||||||||
Convertible Notes Payable Two | ||||||||||
Description of conversion price | The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion | |||||||||
Debt premium | $ 13,333 | |||||||||
Convertible note | 33,333 | 33,333 | ||||||||
Unaffiliate amount | $ 20,000 | |||||||||
Interest rate | 8% | |||||||||
Convertible Notes Payable Three | ||||||||||
Description of conversion price | The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion | |||||||||
Debt premium | $ 33,333 | |||||||||
Convertible note | 83,333 | 83,333 | ||||||||
Unaffiliate amount | $ 50,000 | |||||||||
Interest rate | 8% | |||||||||
Convertible Notes Payable Four | ||||||||||
Description of conversion price | The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion | |||||||||
Debt premium | $ 20,000 | |||||||||
Convertible note | 50,000 | 50,000 | ||||||||
Unaffiliate amount | $ 30,000 | |||||||||
Interest rate | 8% | |||||||||
Convertible Notes Payable Five | ||||||||||
Description of conversion price | The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion | |||||||||
Debt premium | $ 13,333 | |||||||||
Convertible note | $ 33,333 | $ 33,333 | ||||||||
Unaffiliate amount | $ 20,000 | |||||||||
Interest rate | 8% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jan. 09, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Due to related party | $ 56,961 | $ 53,622 | |||
Operating expenses paid by related parties | 4,684 | $ 20,865 | |||
Issuance of common stock for Acquisition of software from related party | 20,000,000 | ||||
Acquisition of software for the value | $ 258,000 | ||||
Chief Executive Officer | |||||
Operating expenses paid by related parties | $ 0 | $ 20,865 | |||
Cancellation of common shares | 36,865,000 | 36,865,000 | |||
Chief Operating Officer | |||||
Management consulting fees - related party | $ 7,504 | ||||
Management consulting fee payable | $ 4,533 | $ 1,250 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Jan. 09, 2023 | Jun. 30, 2023 | Mar. 31, 2023 |
Common stock authorized | 75,000,000 | 75,000,000 | |
Common shares at par value | $ 0.00001 | $ 0.00001 | |
Common share issued | 60,000,000 | 60,000,000 | |
Issued shares of common stock for acquisition of software, Share | 20,000,000 | ||
Common share outstanding | 60,000,000 | 60,000,000 | |
Noise Comms Ltd [Member] | |||
Issued shares of common stock for acquisition of software, Share | 20,000,000 | ||
Issued shares of common stock for acquisition of software, Value | $ 258,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Subsequent Event [Member] | |||
Share issued for conversion | 540,000 | ||
Share issued for conversion value | $ 30,000 | ||
Chief Executive Officer | |||
Cancellation of common shares | 36,865,000 | 36,865,000 |