Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2024 | Jun. 27, 2024 | Sep. 30, 2023 | |
Cover [Abstract] | |||
Entity Registrant Name | CARO HOLDINGS, INC. | ||
Entity Central Index Key | 0001678105 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | No | ||
Document Period End Date | Mar. 31, 2024 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2024 | ||
Entity Common Stock Shares Outstanding | 36,505,000 | ||
Entity Public Float | $ 4,386,000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fin Stmt Error Correction Flag | false | ||
Entity File Number | 333-212268 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 93-2109546 | ||
Entity Address Address Line 1 | 7 Castle Street | ||
Entity Address City Or Town | Sheffield | ||
Entity Address Country | GB | ||
Entity Address Postal Zip Code | S3 8LT | ||
City Area Code | 786 | ||
Icfr Auditor Attestation Flag | false | ||
Local Phone Number | 755 3210 | ||
Entity Interactive Data Current | No | ||
Auditor Firm Id | 5968 | ||
Auditor Name | Olayinka Oyebola | ||
Auditor Location | Lagos, Nigeria |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Current Assets | ||
Cash | $ 20,794 | $ 2,279 |
Prepaid expense | 105 | 0 |
Other receivable | 9 | 0 |
Promissory note receivable | 43,954 | 6,000 |
Convertible note receivable | 5,000 | 0 |
Interest receivable | 1,959 | 13 |
Deferred business acquisition cost | 161,895 | 0 |
Total Current Assets | 233,716 | 8,292 |
Software, net | 248,786 | 258,000 |
TOTAL ASSETS | 482,502 | 266,292 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 81,559 | 40,476 |
Accrued interest payable | 37,884 | 5,290 |
Due to related parties | 63,360 | 53,622 |
Promissory notes payable | 28,900 | 25,000 |
Convertible notes payable | 735,332 | 266,666 |
Total Current Liabilities | 947,035 | 391,054 |
TOTAL LIABILITIES | 947,035 | 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. 36,505,000 shares and 60,000,000 shares issued and outstanding, respectively | 365 | 600 |
Additional paid in capital | 645,958 | 442,828 |
Accumulated deficit | (1,102,951) | (563,910) |
Accumulated other comprehensive loss | (7,905) | (4,280) |
Total Stockholders' Deficit | (464,533) | (124,762) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 482,502 | $ 266,292 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | 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 | 36,505,000 | 60,000,000 |
Common stock, shares outstanding | 36,505,000 | 60,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Revenues | $ 577 | $ 0 |
Operating Expenses | ||
General and administration | 17,082 | 7,710 |
Professional fees | 134,041 | 119,491 |
Management consulting fees - related party | 18,774 | 18,950 |
Amortization | 9,214 | 0 |
Software and website development | 130,293 | 103,001 |
Total operating expenses | 309,404 | 249,152 |
Loss from operations | (308,827) | (249,152) |
Other income (expense) | ||
Interest expense | (236,458) | (111,956) |
Interest income | 1,946 | 13 |
Foreign exchange gain | 4,298 | 4,616 |
Total other expense | (230,214) | (107,327) |
Net loss before taxes | (539,041) | (356,479) |
Provision for income taxes | 0 | 0 |
Net loss | (539,041) | (356,479) |
Other comprehensive loss | (3,625) | (4,280) |
Comprehensive Loss | $ (542,666) | $ (360,759) |
Net Loss Per Common Share - Basic and Diluted | $ (0.01) | $ (0.01) |
Weighted Average Common Shares Outstanding | 40,829,575 | 44,493,151 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - 12 months ended Mar. 31, 2024 - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated other comprehensive loss |
Balance, shares at Mar. 31, 2023 | 60,000,000 | ||||
Balance, amount at Mar. 31, 2023 | $ (124,762) | $ 600 | $ 442,828 | $ (563,910) | $ (4,280) |
Cancellation of common stock from related party, shares | 36,865,000 | ||||
Cancellation of common stock from related party, amount | 0 | $ (369) | 369 | 0 | 0 |
Issuance of common stock for conversion of convertible note, shares | 600,000 | ||||
Issuance of common stock for conversion of convertible note, amount | 30,000 | $ 6 | 29,994 | 0 | 0 |
Issuance of common stock for conversion of convertible note one, shares | 220,000 | ||||
Issuance of common stock for conversion of convertible note one, amount | $ 11,000 | $ 2 | 10,998 | 0 | 0 |
Issuance of common stock for deferred business acquisition cost, shares | 369 | 12,550,000 | |||
Issuance of common stock for deferred business acquisition cost, amount | $ 161,895 | $ 126 | 161,769 | 0 | 0 |
Other comprehensive loss | (3,625) | 0 | 0 | 0 | (3,625) |
Net loss | (539,041) | $ 0 | 0 | (539,041) | 0 |
Balance, shares at Mar. 31, 2024 | 36,505,000 | ||||
Balance, amount at Mar. 31, 2024 | $ (464,533) | $ 365 | $ 645,958 | $ (1,102,951) | $ (7,905) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (539,041) | $ (356,479) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 9,214 | 0 |
Loss on convertible notes | 203,867 | 106,666 |
Changes in operating assets and liabilities: | ||
Interest receivable | (1,946) | (13) |
Other receivable | (7) | 0 |
Prepaid expenses | (105) | 0 |
Accounts payable and accrued liabilities | 39,721 | 70,004 |
Accrued interest payable | 32,594 | 5,290 |
Management salary payable | 10,893 | 0 |
Net Cash Used in Operating Activities | (244,810) | (174,532) |
Cash Flows from Investing Activities: | ||
Advancement on convertible loan receivable | (5,000) | 0 |
Payment from promissory loan receivable | 3,100 | 0 |
Advancement on promissory loan receivable | (41,054) | (6,000) |
Net Cash Used in Investing Activities | (42,954) | (6,000) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of promissory note | 3,900 | 25,000 |
Proceeds from issuance of convertible notes | 305,800 | 160,000 |
Advancement from related party | 0 | 1,976 |
Net Cash Provided by Financing Activities | 309,700 | 186,976 |
Effects on changes in foreign exchange rate | (3,421) | (4,165) |
Net Changes in Cash | 18,515 | 2,279 |
Cash, beginning of period | 2,279 | 0 |
Cash, end of period | 20,794 | 2,279 |
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 | 0 | 50,345 |
Issuance of common stock for acquisition of software from related party | $ 0 | 258,000 |
Cancellation of common stock from related party | 369 | |
Issuance of common stock for conversion of convertible note | $ 41,000 | 0 |
Issuance of common stock for deferred business acquisition cost | $ 161,895 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Mar. 31, 2024 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Caro Holdings Inc. (the “Company”) was incorporated on March 29, 2016 in the State of Nevada. Initially the Company engaged in the subscription box business with a focus on offering sock subscriptions to our customers. Our subscription box was a package of a pair of socks sent directly to a customer on a recurring basis. The Company was controlled and operated by Rozh Caroro from inception till April of 2022. Effective April 28, 2022, Rozh Caroro, the previous sole director, CEO and majority shareholder of the Company, entered into a stock purchase agreement and sold controlling interest of the Company to Christopher McEachnie. Rozh Caroro resigned her positions with the Company and Christopher McEachnie was appointed as Chief Executive Officer, Treasurer and Secretary, and sole Director of the Company. His job was to increase shareholder value by looking for opportunities in the digital space. Mr. McEachnie began to seek experienced operators to assist in the development of the company. On September 21, 2022, the Company incorporated a subsidiary Caro Holdings International Ltd. and appointed Meriesha Rennalls to streamline operations, hire employees, consultants and contractors including the development of a software and ecommerce platform. Between September 2022 and December 2023, the Company produced a platform that can be used for a variety of businesses including B2B, B2C and D2C. The core product is now complete and the company is soliciting clients in multiple industries. The subsidiary will continue to modify and enhance the ecommerce software for its chosen vertical markets and will allow those community to sell, market and distribute their products. The Company intends to create subsidiaries in markets where it perceives a significant sales opportunity. Effective December 31, 2022, the Company issued 20,000,000 shares to Noise Comms Limited and subsequently the 36,795,000 shares were returned to Treasury and were cancelled, such that indirectly Meriesha Rennalls now holds approximately 53% of the issued and outstanding shares of Common Stock of the Company, and as such she is able to control the election of our board of directors, approve all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Prior to September 2022, we were an early-stage company and our activities had been limited to the to the formation of our business strategy and the raising of funds to support our mission. The Company is now engaged in the deployment of our B2B, B2C and Direct to Consumer (D2C) systems and methodologies where we target specific vertical markets. We look for small to mid-size brands that have a strong brick-and-mortar presence and have a desire to increase their digital presence. |
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY | 12 Months Ended |
Mar. 31, 2024 | |
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 $1,102,951, and a net loss of $539,041 for the year ended March 31, 2024. The Company started to generate revenues of $577 during the six months ended March 31, 2024. 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 | 12 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year end is March 31. 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. Year Ended Year Ended March 31, March 31, 2024 2023 Spot GBP: USD exchange rate 1.2630 1.2359 Average GBP: USD exchange rate 1.2571 1.1956 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 Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company’s revenue derives from monthly fee from online ecommerce service where users can sign up and setup their own online shops. Intangible Assets The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.” ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 5) Related Parties We follow ASC 850, “Related Party Disclosures”, 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 March 31, 2024, purchased software of $258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization. During the year ended March 31, 2024 and 2023, the Company incurred $128,618 and $96,424 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 year ended March 31, 2024 and 2023, the Company incurred $1,675 and $6,577 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 year ended March 31, 2024 and 2023, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive. March 31, March 31, 2024 2023 (Shares) (Shares) Convertible notes payable 735,332 266,667 735,332 266,667 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. |
DEFERRED BUSINESS ACQUISITION C
DEFERRED BUSINESS ACQUISITION COST | 12 Months Ended |
Mar. 31, 2024 | |
DEFERRED BUSINESS ACQUISITION COST | |
DEFERRED BUSINESS ACQUISITION COST | NOTE 4 – DEFERRED BUSINESS ACQUISITION COST On November 14, 2023, the Company agreed to acquire a marketplace provider in the spirits industry, a non-affiliated corporation based in Wyoming, under which the Company will issue, on a pro-rata basis, up to 12,550,000 shares of common stock based on the acquiree’s reaching future milestones in exchange for 100% of the issued and outstanding shares of the acquiree making it a wholly owned subsidiary of the Company. The shares will remain in escrow with the Company until those milestones. On November 17, 2023, the Company issued 12,550,000 shares of common stock at $0.0129 deemed share price (based on the latest arm-length share transaction price in April 2022) valued at $161,895 into an escrow account. The future release of the common stock will depend on the acquiree’s reaching the following milestones: · Upon acquiree’s achieving $250,000 in net revenue, 25% (3,137,500 shares) of the common stock held in escrow will be released to the acquiree’s shareholders. · Upon acquiree’s achieving $500,000 in net revenue, 25% (3,137,500 shares) of common stock held in escrow will be released to the acquiree’s shareholders. · Upon acquiree’s achieving $1,000,000 in net revenue, 50% (6,275,000 shares) of common stock held in escrow will be released to the acquiree’s shareholders. As of March 31, 2024, the business acquisition has not been completed. The acquisition is expected to be completed during the 2 nd |
INTANGIBLE ASSETS PURCHASE
INTANGIBLE ASSETS PURCHASE | 12 Months Ended |
Mar. 31, 2024 | |
INTANGIBLE ASSETS PURCHASE | |
INTANGIBLE ASSETS PURCHASE | 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 20,000,000 shares of common stock. For the last six years, the director and COO of the Company has been operating Noise Comms Ltd and is the sole shareholder, COO and director. On January 9, 2023, the Company issued 20,000,000 shares of common stock at $0.0129 deemed share price (based on the latest arm-length share transaction price in April 2022) to Noise Comms Ltd. for the acquisition of the software valued at $258,000. The software is amortized over estimated useful life of seven years following launch of the service planned during the 4th quarter of fiscal year 2023 (three months ended March 31, 2024). During the year ended March 31, 2024, the amortization expense was $9,214. As of March 31, 2024, the intangible asset was $248,786. Based on the carrying value of finite-lived intangible assets as of March 31, 2024, the amortization expense for the next seven years will be as follows: Amortization Year Ended March 31, Expense 2025 $ 36,857 2026 36,857 2027 36,857 2028 36,857 2029 36,857 Thereafter 64,500 $ 248,786 |
PROMISSORY NOTE RECEIVABLE
PROMISSORY NOTE RECEIVABLE | 12 Months Ended |
Mar. 31, 2024 | |
PROMISSORY NOTE RECEIVABLE | |
PROMISSORY NOTE RECEIVABLE | 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 $15,000. The loan bears interest at 8% per annum and has a six month term. During the year ended March 31, 2024, the Company issued $5,000 in loan receivable to the unaffiliate. As of March 31, 2024 and March 31, 2023, the loan receivable was $11,000 and $6,000, respectively. As of March 31, 2024 and March 31, 2023, the loan interest receivable was $846 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 year ended March 31, 2024, the Company issued $6,554 in loan receivable to the unaffiliate and made $3,100 repayment. As of March 31, 2024 and March 31, 2023, the loan receivable was $3,454 and $0, respectively. As of March 31, 2024 and March 31, 2023, the loan interest receivable was $221 and $0, respectively. On September 14, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $20,000. The loan bears interest at 8% per annum and has a six month term. During the year ended March 31, 2024, the Company issued $20,000 in loan receivable to the unaffiliate. As of March 31, 2024 and March 31, 2023, the loan receivable was $20,000 and $0, respectively. As of March 31, 2024 and March 31, 2023, the loan interest receivable was $872 and $0, respectively. On November 30, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $9,500. The loan is non-interest bearing and has a six month term. During the year ended March 31, 2024, the Company issued $9,500 in loan receivable to the unaffiliate. As of March 31, 2024 and March 31, 2023, the loan receivable was $9,500 and $0, respectively. As of March 31, 2024 and March 31, 2023, the total loan receivable was $43,954 and $6,000, respectively. As of March 31, 2024 and March 31, 2023, total loan interest receivable was $1,959 and $13, respectively. |
CONVERTIBLE NOTE RECEIVABLE
CONVERTIBLE NOTE RECEIVABLE | 12 Months Ended |
Mar. 31, 2024 | |
CONVERTIBLE NOTE RECEIVABLE | |
CONVERTIBLE NOTE RECEIVABLE | 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 $5,000. The loan bears interest at 8% per annum and has a two-month term. The Company may convert the outstanding amount of the loan, including accrued interest, into shares of the unaffiliated company at a valuation of $500,000 minus any outstanding debt at the time of conversion. As of March 31, 2024 and March 31, 2023, the total loan receivable was $5,000 and $0, respectively. As of March 31, 2024 and March 31, 2023, the loan interest receivable was $19 and $0, respectively. |
PROMISSORY NOTES PAYABLE
PROMISSORY NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2024 | |
PROMISSORY NOTES PAYABLE | |
PROMISSORY NOTES PAYABLE | NOTE 8 – 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 March 31, 2024 and March 31, 2023, the promissory note payable was $28,900 and $25,000, respectively. As of March 31, 2024 and March 31, 2023, the accrued interest payable was $3,251 and 948, respectively. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2024 | |
CONVERTIBLE NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE | NOTE 9 – CONVERTIBLE NOTES PAYABLE As of March 31, 2024 and March 31, 2023, the total principal balance of the convertible notes payable was $735,332 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. During the year ended March 31, 2024, principal amount of $1,000 was converted to 20,000 shares of common stock. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $32,333. 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. During the year ended March 31, 2024, principal amount of $30,000 was converted to 600,000 shares of common stock. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $86,667 and $116,667, respectively. 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. During the year ended March 31, 2024, principal amount of $10,000 was converted to 200,000 shares of common stock. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $33,333 and $23,333, respectively. 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 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 $33,333 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 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 March 31, 2024 and March 31, 2023, the balance of the convertible note was $50,000 and $0, respectively. 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 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 March 31, 2024 and March 31, 2023, the balance of the convertible note was $33,333 and $0, respectively. On July 10, 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 March 31, 2024 and March 31,2023, the balance of the convertible note was $83,333 and $0, respectively. On July 14, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $25,000. 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 $16,667 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31,2023, the balance of the convertible note was $41,667 and $0, respectively. On August 15, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $23,000. 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 $15,333 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31,2023, the balance of the convertible note was $38,333 and $0, respectively. On September 6, 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 March 31, 2024 and March 31,2023, the balance of the convertible note was $83,333 and $0, respectively. On November 10, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $17,300. 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 $11,533 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31,2023, the balance of the convertible note was $28,833 and $0, respectively. On November 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 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 March 31, 2024 and March 31,2023, the balance of the convertible note was $33,333 and $0, respectively. On December 8, 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 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 March 31, 2024 and March 31, 2023, the balance of the convertible note was $33,333 and $0, respectively. On February 6, 2024, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $24,000. 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 $16,000 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $40,000 and $0, respectively. On March 8, 2024, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $6,500. 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 $4,333 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $10,833 and $0, respectively. On March 25, 2024, 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 March 31, 2024 and March 31, 2023, the balance of the convertible note was $33,333 and $0, respectively. Accrued interest on convertible notes During the year ended March 31, 2024 and 2023, interest expense of $236,458 (including $203,867 loss on convertible notes charged to interest expense as described above) and $111,956 (including $106,666 loss on convertible notes charged to interest expense as described above) was incurred on convertible notes, respectively. As of March 31, 2024 and March 31, 2023, accrued interest payable on convertible notes was $34,633 and $4,342, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2024 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 10 – 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 year ended March 31, 2024 and 2023, the director and Chief Executive Officer (“CEO”) of the Company paid $0 and $50,345 on behalf of the Company for business operation purposes, respectively. On August 4, 2023, the Company cancelled 36,865,000 shares of common stock previously held by the director and CEO of the Company. During the year ended March 31, 2024 and 2023, the Company incurred $18,774 and $18,950 management consulting fees to the director and Chief Operating Officer (“COO”) of the Company. As of March 31, 2024 and March 31, 2023, the management consulting fee payable to the director and COO of the Company was $10,944 and $1,250, respectively. As of March 31, 2024 and March 31, 2023, there was $63,360 and $53,622 due to the current directors of the Company, respectively. |
EQUITY
EQUITY | 12 Months Ended |
Mar. 31, 2024 | |
EQUITY | |
EQUITY | NOTE 11 – 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) On July 31, 2023, the Company issued 600,000 shares of common stock for the partial repayment on a convertible note of $30,000. On August 4, 2023, the Company cancelled 36,865,000 shares of common stock previously held by the former director and CEO of the Company. On October 31, 2023, the Company issued 20,000 shares of common stock for the partial repayment on a convertible note of $1,000. On November 1, 2023, the Company issued 200,000 shares of common stock for the partial repayment on a convertible note of $10,000. On November 17, 2023, the Company issued into escrow 12,550,000 shares of common stock for acquisition of a non-affiliated corporation in which the acquiree will become wholly owned subsidiary of the Company. (Note 4) As of March 31, 2024 and March 31, 2023, the issued and outstanding common stock was 36,505,000 and 60,000,000 shares, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2024 | |
INCOME TAXES | |
INCOME TAXES | NOTE 12 – INCOME TAXES The Company provides for income taxes under ASC 740, “ Income Taxes.” The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of March 31, 2024 and 2023, are as follows: March 31, March 31, 2024 2023 Net operating loss carryforward $ (1,102,951 ) $ (563,910 ) Tax Rate 21 % 21 % Deferred tax asset (231,620 ) (118,421 ) Less: Valuation allowance 231,620 118,421 Deferred tax asset $ - $ - As of March 31, 2024, the Company had approximately $1,100,000 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2036 and 2038. NOLs generated in tax years prior to March 31, 2018, can be carried forward for twenty years, whereas NOLs generated after March 31, 2018 can be carried forward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2016 through 2024 are subject to review by the tax authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the March 31, 2024 to the date these financial statements were issued and has determined that it has the following material subsequent events: On May 27, 2024, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $10,000. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year end is March 31. |
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. Year Ended Year Ended March 31, March 31, 2024 2023 Spot GBP: USD exchange rate 1.2630 1.2359 Average GBP: USD exchange rate 1.2571 1.1956 |
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 Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company’s revenue derives from monthly fee from online ecommerce service where users can sign up and setup their own online shops. |
Intangible Assets | The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.” ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 5) |
Related Parties | We follow ASC 850, “Related Party Disclosures”, |
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 March 31, 2024, purchased software of $258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization. During the year ended March 31, 2024 and 2023, the Company incurred $128,618 and $96,424 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 year ended March 31, 2024 and 2023, the Company incurred $1,675 and $6,577 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 year ended March 31, 2024 and 2023, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive. March 31, March 31, 2024 2023 (Shares) (Shares) Convertible notes payable 735,332 266,667 735,332 266,667 |
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) | 12 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Foreign Currency Translations | Year Ended Year Ended March 31, March 31, 2024 2023 Spot GBP: USD exchange rate 1.2630 1.2359 Average GBP: USD exchange rate 1.2571 1.1956 |
Net Income (Loss) per Share | March 31, March 31, 2024 2023 (Shares) (Shares) Convertible notes payable 735,332 266,667 735,332 266,667 |
INTANGIBLE ASSETS PURCHASE (Tab
INTANGIBLE ASSETS PURCHASE (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
INTANGIBLE ASSETS PURCHASE | |
Schedule of finite-lived intangible assets amortization expenses | Amortization Year Ended March 31, Expense 2025 $ 36,857 2026 36,857 2027 36,857 2028 36,857 2029 36,857 Thereafter 64,500 $ 248,786 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
INCOME TAXES | |
Schedule of Deferred Tax Assets and Liabilities | March 31, March 31, 2024 2023 Net operating loss carryforward $ (1,102,951 ) $ (563,910 ) Tax Rate 21 % 21 % Deferred tax asset (231,620 ) (118,421 ) Less: Valuation allowance 231,620 118,421 Deferred tax asset $ - $ - |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINES (Details Narrative) - shares | 1 Months Ended | ||||||
Dec. 31, 2022 | Mar. 31, 2024 | Nov. 17, 2023 | Nov. 01, 2023 | Oct. 31, 2023 | Jul. 31, 2023 | Mar. 31, 2023 | |
Common stock share issued | 36,505,000 | 12,550,000 | 200,000 | 20,000 | 600,000 | 60,000,000 | |
Common Stock [Member] | |||||||
Common stock share issued | 20,000,000 | ||||||
Purchase of common share | 36,795,000 | ||||||
Share acquired of common stock | 53% |
GOING CONCERN UNCERTAINTY (Deta
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
GOING CONCERN UNCERTAINTY | ||
Net loss | $ (539,041) | $ (356,479) |
Revenues | 577 | 0 |
Accumulated deficit | $ (1,102,951) | $ (563,910) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Spot GBP: USD exchange rate | 1.2630 | 1.2359 |
Average GBP: USD exchange rate | 1.2571 | 1.1956 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Antidilutive Securities Computation of Earnings Per Share, Amount | 735,332 | 266,667 |
Total Convertible notes payable | 735,332 | 266,667 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Web Development | ||
Development costs | $ 1,675 | $ 6,577 |
Software Development | ||
Software Purchase | 258,000 | |
Development costs | $ 128,618 | $ 96,424 |
DEFERRED BUSINESS ACQUISITION_2
DEFERRED BUSINESS ACQUISITION COST (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 14, 2023 | Nov. 17, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Nov. 01, 2023 | Oct. 31, 2023 | Jul. 31, 2023 | Jan. 09, 2023 | |
Share price | $ 0.0129 | |||||||
Revenues | $ 577 | $ 0 | ||||||
Common stock shares issued | 12,550,000 | 36,505,000 | 60,000,000 | 200,000 | 20,000 | 600,000 | ||
Common stock shares valued | $ 365 | $ 600 | ||||||
Non-Affiliated Corporation [Member] | ||||||||
Description of acquisition | the Company agreed to acquire a marketplace provider in the spirits industry, a non-affiliated corporation based in Wyoming, under which the Company will issue, on a pro-rata basis, up to 12,550,000 shares of common stock based on the acquiree’s reaching future milestones in exchange for 100% of the issued and outstanding shares of the acquiree making it a wholly owned subsidiary of the Company | |||||||
Share price | $ 0.0129 | |||||||
Common stock shares issued | 12,550,000 | |||||||
Common stock shares valued | $ 161,895 | |||||||
Non-Affiliated Corporation [Member] | Revenue [Member] | ||||||||
Common stock held | 3,137,500 | |||||||
Ownership interests | 25% | |||||||
Revenues | $ 250,000 | |||||||
Non-Affiliated Corporation [Member] | Revenue One [Member] | ||||||||
Common stock held | 3,137,500 | |||||||
Ownership interests | 25% | |||||||
Revenues | $ 500,000 | |||||||
Non-Affiliated Corporation [Member] | Revenue Two [Member] | ||||||||
Common stock held | 6,275,000 | |||||||
Ownership interests | 50% | |||||||
Revenues | $ 1,000,000 |
INTANGIBLE ASSETS PURCHASE (Det
INTANGIBLE ASSETS PURCHASE (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
INTANGIBLE ASSETS PURCHASE | ||
2025 | $ 36,857 | |
2026 | 36,857 | |
2027 | 36,857 | |
2028 | 36,857 | |
2029 | 36,857 | |
Thereafter | 64,500 | |
Total | $ 248,786 | $ 258,000 |
INTANGIBLE ASSETS PURCHASE (D_2
INTANGIBLE ASSETS PURCHASE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 09, 2023 | Dec. 29, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
INTANGIBLE ASSETS PURCHASE | ||||
Issuance of common stock for Acquisition of software from related party | 20,000,000 | 369 | ||
Deemed share price | $ 0.0129 | |||
Acquisition of software for the value | $ 258,000 | |||
Stock purchase agreement consideration | 20,000,000 | |||
Intangible asset | $ 248,786 | $ 258,000 | ||
Amortization expense | $ 9,214 |
PROMISSORY NOTE RECEIVABLE (Det
PROMISSORY NOTE RECEIVABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 14, 2023 | Jun. 01, 2023 | Mar. 20, 2023 | Mar. 31, 2024 | Nov. 30, 2023 | Mar. 31, 2023 | |
Promissory note Receivable | $ 43,954 | $ 6,000 | ||||
Total loan interest receivable | 1,959 | 13 | ||||
Loan interest receivable | 1,959 | 13 | ||||
March 20, 2023 | Unaffiliated Company | ||||||
Promissory note bears interest rate | 8% | |||||
Promissory note principal amount | $ 15,000 | |||||
Promissory note Receivable | 11,000 | 6,000 | ||||
Loan interest receivable | 846 | 13 | ||||
Loan receivable | 5,000 | |||||
June 1, 2023 | Unaffiliated Company | ||||||
Promissory note bears interest rate | 8% | |||||
Promissory note principal amount | $ 5,000 | |||||
Promissory note Receivable | 3,454 | 0 | ||||
Repayment of Promissory note Receivable | $ 3,100 | |||||
Loan interest receivable | 221 | 0 | ||||
Loan receivable | 6,554 | |||||
September 14, 2023 | Unaffiliated Company | ||||||
Promissory note bears interest rate | 8% | |||||
Promissory note principal amount | $ 20,000 | |||||
Promissory note Receivable | 20,000 | 0 | ||||
Loan interest receivable | 872 | 0 | ||||
Loan receivable | 20,000 | |||||
November 30, 2023 | Unaffiliated Company | ||||||
Promissory note principal amount | $ 9,500 | |||||
Promissory note Receivable | 9,500 | $ 0 | ||||
Loan receivable | $ 9,500 |
CONVERTIBLE NOTE RECEIVABLE (De
CONVERTIBLE NOTE RECEIVABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 14, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
CONVERTIBLE NOTE RECEIVABLE | |||
Loan receivable | $ 5,000 | $ 0 | |
Loan interest receivable | $ 19 | $ 0 | |
Interest revenue | 8% | ||
Convertible loan valuation | $ 500,000 | ||
Convertible loan receivable from unaffiliated company | $ 5,000 |
PROMISSORY NOTES PAYABLE (Detai
PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($) | Mar. 31, 2024 | Apr. 03, 2023 | Mar. 31, 2023 | Oct. 09, 2022 |
PROMISSORY NOTES PAYABLE | ||||
Promissory note bears interest rate | 8% | 8% | ||
Promissory note principal amount | $ 3,900 | $ 25,000 | ||
Promissory note payable | $ 28,900 | $ 25,000 | ||
Accrued interest payable | $ 3,251 | $ 948 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 08, 2024 | Feb. 06, 2024 | Dec. 08, 2023 | Nov. 10, 2023 | Sep. 06, 2023 | Aug. 15, 2023 | Jul. 14, 2023 | Jul. 10, 2023 | Nov. 08, 2022 | Oct. 13, 2022 | Mar. 25, 2024 | Nov. 22, 2023 | May 22, 2023 | Apr. 19, 2023 | Feb. 22, 2023 | Nov. 19, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Principal balance of convertible note payable | $ 735,332 | $ 266,666 | ||||||||||||||||
Interest Expense | 236,458 | 111,956 | ||||||||||||||||
Convertible Notes Payable | ||||||||||||||||||
loss on convertible notes | 203,867 | 106,666 | ||||||||||||||||
Interest Expense | 236,458 | 111,956 | ||||||||||||||||
Principal amount | $ 1,000 | |||||||||||||||||
Converted common stock | 20,000 | |||||||||||||||||
Accrued interest payable | $ 34,633 | 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 | 32,333 | 32,333 | ||||||||||||||||
Unaffiliate amount | $ 20,000 | |||||||||||||||||
Interest rate | 10% | |||||||||||||||||
Convertible Notes Payable One | ||||||||||||||||||
Principal amount | $ 30,000 | |||||||||||||||||
Converted common stock | 600,000 | |||||||||||||||||
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 | $ 86,667 | 116,667 | ||||||||||||||||
Unaffiliate amount | $ 70,000 | |||||||||||||||||
Interest rate | 8% | |||||||||||||||||
Convertible Notes Payable Two | ||||||||||||||||||
Principal amount | $ 10,000 | |||||||||||||||||
Converted common stock | 200,000 | |||||||||||||||||
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 | 23,333 | ||||||||||||||||
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 | 0 | ||||||||||||||||
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 | 0 | ||||||||||||||||
Unaffiliate amount | $ 20,000 | |||||||||||||||||
Interest rate | 8% | |||||||||||||||||
Convertible Notes Payable Six | ||||||||||||||||||
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 | 0 | ||||||||||||||||
Unaffiliate amount | $ 50,000 | |||||||||||||||||
Interest rate | 8% | |||||||||||||||||
Convertible Notes Payable Seven | ||||||||||||||||||
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 | $ 16,667 | |||||||||||||||||
Convertible note | 41,667 | 0 | ||||||||||||||||
Unaffiliate amount | $ 25,000 | |||||||||||||||||
Interest rate | 8% | |||||||||||||||||
Convertible Notes Payable Eight | ||||||||||||||||||
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 | $ 15,333 | |||||||||||||||||
Convertible note | 38,333 | 0 | ||||||||||||||||
Unaffiliate amount | $ 23,000 | |||||||||||||||||
Interest rate | 8% | |||||||||||||||||
Convertible Notes Payable Nine | ||||||||||||||||||
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 | 0 | ||||||||||||||||
Unaffiliate amount | $ 50,000 | |||||||||||||||||
Interest rate | 8% | |||||||||||||||||
Convertible Notes Payable Ten [Member] | ||||||||||||||||||
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 | $ 11,533 | |||||||||||||||||
Convertible note | 28,833 | 0 | ||||||||||||||||
Unaffiliate amount | $ 17,300 | |||||||||||||||||
Interest rate | 8% | |||||||||||||||||
Convertible Notes Payable Eleven [Member] | ||||||||||||||||||
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 | 0 | ||||||||||||||||
Unaffiliate amount | $ 20,000 | |||||||||||||||||
Interest rate | 8% | |||||||||||||||||
Convertible Notes Payable Twelve [Member] | ||||||||||||||||||
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 | 0 | ||||||||||||||||
Unaffiliate amount | $ 20,000 | |||||||||||||||||
Interest rate | 8% | |||||||||||||||||
Convertible Notes Payable Thirteen [Member] | ||||||||||||||||||
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 | $ 16,000 | |||||||||||||||||
Convertible note | 40,000 | 0 | ||||||||||||||||
Unaffiliate amount | $ 24,000 | |||||||||||||||||
Interest rate | 8% | |||||||||||||||||
Convertible Notes Payable Fourteen | ||||||||||||||||||
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 | $ 4,333 | |||||||||||||||||
Convertible note | 10,833 | 0 | ||||||||||||||||
Unaffiliate amount | 6,500 | |||||||||||||||||
Interest rate | 8% | |||||||||||||||||
Convertible Notes Payable Fifteen | ||||||||||||||||||
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 | $ 0 | ||||||||||||||||
Unaffiliate amount | $ 20,000 | |||||||||||||||||
Interest rate | 8% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 09, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Due to related party | $ 63,360 | $ 53,622 | |
Operating expenses paid by related parties | $ 0 | 50,345 | |
Issuance of common stock for Acquisition of software from related party | 20,000,000 | 369 | |
Acquisition of software for the value | $ 258,000 | ||
Chief Executive Officer | |||
Operating expenses paid by related parties | $ 0 | 50,345 | |
Cancellation of common shares | 36,865,000 | ||
Chief Operating Officer | |||
Management consulting fees - related party | $ 18,774 | 18,950 | |
Management consulting fee payable | $ 10,944 | $ 1,250 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Jan. 09, 2023 | Mar. 31, 2024 | Nov. 17, 2023 | Nov. 01, 2023 | Oct. 31, 2023 | Aug. 04, 2023 | Jul. 31, 2023 | Mar. 31, 2023 | |
Common stock authorized | 75,000,000 | 75,000,000 | ||||||
Common shares at par value | $ 0.00001 | $ 0.00001 | ||||||
Common stock shares issued | 36,505,000 | 12,550,000 | 200,000 | 20,000 | 600,000 | 60,000,000 | ||
Convertible note | $ 735,332 | $ 10,000 | $ 1,000 | $ 30,000 | $ 266,666 | |||
Common stock cancelled by the director | 36,865,000 | |||||||
Issuance of common stock for Acquisition of software from related party | 20,000,000 | 369 | ||||||
Common share outstanding | 36,505,000 | 60,000,000 | ||||||
Noise Comms Ltd [Member] | ||||||||
Issuance of common stock for Acquisition of software from related party | 20,000,000 | |||||||
Issuance of common stock for Acquisition of software from related party | 258,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
INCOME TAXES | ||
Net operating loss carryforward | $ (1,102,951) | $ (563,910) |
Tax rate | 21% | 21% |
Deferred tax asset | $ (231,620) | $ (118,421) |
Less: Valuation allowance | 231,620 | 118,421 |
Deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Mar. 31, 2024 USD ($) | |
INCOME TAXES | |
Ownership percantage | 50% |
Net operating loss carryforward | $ (1,100,000) |
Operating loss carryforwards, expiration year | begin to expire between 2036 and 2038 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
May 27, 2024 USD ($) | |
Promissory note bears interest rate | 8% |
Description of conversion price rate | The conversion price is 60% of the average VWAP of the Company’s stock during the previous 15 trading days prior to conversion |
Convertible promissory note | $ 10,000 |