{"url_path":"/sec/caho/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 Financial Statements and Supplementary Data**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1678105/0001640334-26-001184-index.html","accession_number":"0001640334-26-001184","cik":"0001678105","ticker":"CAHO","issuer_name":"Caro Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1678105/0001640334-26-001184-index.html","primary_entity_key":"0001678105","primary_entity_name":"Caro Holdings Inc."},"word_count":6485,"has_tables":true,"body_markdown":"**Item 8. Financial Statements and Supplementary Data**\n\n \n\n**CARO HOLDINGS, INC. FINANCIAL STATEMENTS**\n\n \n\n**INDEX TO FINANCIAL STATEMENTS**\n\n \n\n \n\n \n\n**Pages**\n\n \n\n \n\n \n\n \n\n \n\n[Report of Independent Registered Public Accounting Firm](#audit1)\n \n\nF-2\n\n \n\n[Balance Sheets](#BS)\n \n\nF-3\n\n \n\n[Statements of Operations](#STO)\n \n\nF-4\n\n \n\n[Statements of Changes in Stockholders’ Deficit](#EQT)\n \n\nF-5\n\n \n\n[Statements of Cash Flows](#CF)\n \n\nF-6\n\n \n\n[Notes to Financial Statements](#NOTES)\n \n\nF-7\n\n \n\n \n\n \n\nF-1\n\n*Table of Contents*\n\n \n\n**Report of the Independent Registered Public Accounting Firm**\n\n**To the shareholders and the board of directors of**\n\n**Caro Holdings, Inc.**\n\n \n\n**Opinion on the Financial Statements**\n\nWe have audited the accompanying consolidated balance sheets of Caro Holdings, Inc as of March 31, 2026, and 2025, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended March 31, 2026, and 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2026, and 2025, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2026, and 2025, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Going Concern**\n\nThe accompanying financial statements have been prepared assuming the Company will continue as a going concern as disclosed in Note 2 to the financial statement, the Company incurred a net loss of **$407,797** and an accumulated deficit of **$2,203,704**. The continuation of the Company as a going concern is dependent upon continuing financial support from its stockholders and lenders. Management believes the existing shareholders or external fund providers will provide the additional cash to meet the Company’s obligations as they become due.\n\n \n\nThese factors raise substantial doubt about the Company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.\n\n \n\n**Basis for Opinion**\n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n\n \n\n**Critical Audit Matters**\n\nCritical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.\n\n \n\n**Going Concern Uncertainty********–****See also Going Concern Uncertainty explanatory paragraph above:**\n\nAs described in Note 2 to the financial statements, the Company has operating losses. Furthermore, the company has generated limited revenue since the inception of business. The ability of the Company to continue as a going concern is dependent upon generating profitable business operation and obtaining additional working capital funding from the Management. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.\n\nThe procedures performed to address the matter included.\n\n \n\n(i)\n\nWe inquired of executive officers, and key members of management, of the Company regarding factors that would have an impact on the Company’s ability to continue as a going concern,\n\n(ii)\n\nWe evaluated management’s plan for addressing the adverse effects of the conditions identified, including assessing the reasonableness of forecasted information and underlying assumptions by comparing to actual results of prior periods and actual results achieved to date, and utilizing our knowledge of the entity, its business and management in considering liquidity needs and the Company’s ability to generate sufficient cash flow,\n\n(iii)\n\nWe assessed the possibility of raising additional debt or credit,\n\n(iv)\n\nWe evaluated the completeness and accuracy of disclosures in the financial statements.\n\n \n\n/S/ Boladale Lawal\n\n**Boladale Lawal & CO (PCAOB ID 6993)**\n\n \n\nWe have served as the Company’s auditor since 2025\n\nLagos, Nigeria\n\nJuly 15, 2026\n\n \n\n \n\nF-2\n\n*Table of Contents*\n\n \n\n**CARO HOLDINGS INC.**\n\n**CONSOLIDATED BALANCE SHEETS**\n\n \n\n \n\n \n\n**March 31,**\n\n \n\n \n\n**March 31,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\n**ASSETS**\n\n \n\n \n\n \n\n \n\n \n\n \n\nCurrent Assets\n\n \n\n \n\n \n\n \n\n \n\n \n\nCash\n\n \n$1,023\n \n\n \n$14,566\n \n\nPrepaid expense\n\n \n\n \n1,250\n \n\n \n\n \n-\n \n\nAccounts receivable and other receivable\n\n \n\n \n19,512\n \n\n \n\n \n13,005\n \n\nPromissory note receivable\n\n \n\n \n62,410\n \n\n \n\n \n56,010\n \n\nConvertible note receivable\n\n \n\n \n6,680\n \n\n \n\n \n5,000\n \n\nInterest receivable\n\n \n\n \n9,987\n \n\n \n\n \n5,628\n \n\nDeferred business acquisition cost\n\n \n\n \n161,895\n \n\n \n\n \n161,895\n \n\nTotal Current Assets\n\n \n\n \n262,757\n \n\n \n\n \n256,104\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSoftware, net\n\n \n\n \n175,074\n \n\n \n\n \n211,930\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**TOTAL ASSETS**\n\n \n**$****437,831**\n \n\n \n**$****468,034**\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**LIABILITIES AND STOCKHOLDERS' DEFICIT**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCurrent Liabilities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAccounts payable and accrued liabilities\n\n \n$202,155\n \n\n \n$61,736\n \n\nAccrued interest payable\n\n \n\n \n167,720\n \n\n \n\n \n87,796\n \n\nDue to related parties\n\n \n\n \n86,533\n \n\n \n\n \n56,476\n \n\nPromissory notes payable\n\n \n\n \n28,900\n \n\n \n\n \n28,900\n \n\nConvertible notes payable\n\n \n\n \n1,501,000\n \n\n \n\n \n1,365,500\n \n\nTotal Current Liabilities\n\n \n\n \n1,986,308\n \n\n \n\n \n1,600,408\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTOTAL LIABILITIES\n\n \n\n \n1,986,308\n \n\n \n\n \n1,600,408\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nStockholders' Deficit\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nPreferred stock: 75,000,000 authorized; $0.00001 par value. No shares issued and outstanding\n\n \n\n \n-\n \n\n \n\n \n-\n \n\nCommon stock: 75,000,000 authorized; $0.00001 par value. 37,175,808 shares issued and outstanding\n\n \n\n \n372\n \n\n \n\n \n372\n \n\nAdditional paid in capital\n\n \n\n \n679,491\n \n\n \n\n \n679,491\n \n\nAccumulated deficit\n\n \n\n \n(2,203,704)\n \n\n \n(1,795,907)\n\nAccumulated other comprehensive loss\n\n \n\n \n(24,636)\n \n\n \n(16,330)\n\nTotal Stockholders' Deficit\n\n \n\n \n(1,548,477)\n \n\n \n(1,132,374)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT**\n\n \n**$****437,831**\n \n\n \n**$****468,034**\n \n\n \n\n*The accompanying notes are an integral part of these consolidated financial statements.*\n\n \n\n \n\nF-3\n\n*Table of Contents*\n\n \n\n**CARO HOLDINGS INC.**\n\n**CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS**\n\n**(AUDITED)**\n\n \n\n \n\n \n\n**For the Year Ended**\n\n \n\n \n\n \n\n**March 31,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Revenues**\n\n \n$11,254\n \n\n \n$36,319\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Operating Expenses**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nGeneral and administration\n\n \n$18,326\n \n\n \n$158,327\n \n\nProfessional fees\n\n \n\n \n99,035\n \n\n \n\n \n223,941\n \n\nManagement consulting fees - related party\n\n \n\n \n40,424\n \n\n \n\n \n8,795\n \n\nAmortization\n\n \n\n \n36,856\n \n\n \n\n \n36,856\n \n\nSoftware and website development\n\n \n\n \n98,897\n \n\n \n\n \n494\n \n\nTotal operating expenses\n\n \n\n \n293,538\n \n\n \n\n \n428,413\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Loss from operations**\n\n \n\n \n(282,284)\n \n\n \n(392,094)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Other income (expense)**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nInterest expense\n\n \n\n \n(134,124)\n \n\n \n(316,123)\n\nInterest income\n\n \n\n \n4,358\n \n\n \n\n \n3,683\n \n\nForeign exchange gain\n\n \n\n \n4,253\n \n\n \n\n \n11,578\n \n\nTotal other expense\n\n \n\n \n(125,513)\n \n\n \n(300,862)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Net loss before taxes**\n\n \n\n \n(407,797)\n \n\n \n(692,956)\n\nProvision for income taxes\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n**Net loss**\n\n \n**$****(407,797****)**\n \n**$****(692,956****)**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOther comprehensive loss\n\n \n\n \n(8,306)\n \n\n \n(8,425)\n\n**Comprehensive Loss**\n\n \n\n \n**(416,103****)**\n \n\n \n**(701,381****)**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Net Loss Per Common Share – Basic and Diluted**\n\n \n$(0.01)\n \n$(0.02)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Weighted Average Common Shares Outstanding**\n\n \n\n \n37,175,808\n \n\n \n\n \n36,910,898\n \n\n \n\n*The accompanying notes are an integral part of these consolidated financial statements*\n\n \n\n \n\nF-4\n\n*Table of Contents*\n\n \n\n**CARO HOLDINGS INC.**\n\n**CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT**\n\n**FOR THE YEAR ENDED MARCH 31, 2026 AND 2025**\n\n**(AUDITED)**\n\n \n\n \n\n \n\n**Common Stock**\n\n \n\n \n\n**Additional**\n\n \n\n \n\n \n\n \n\n**Accumulated**\n\n**Other**\n\n \n\n \n\n**Total**\n\n \n\n \n\n \n\n** Number of Shares**\n\n \n\n \n\n** Amount**\n\n \n\n \n\n**Paid in**\n\n**Capital**\n\n \n\n \n\n**Accumulated**\n\n** Deficit**\n\n \n\n \n\n**Comprehensive**\n\n** Loss**\n\n \n\n \n\n**Stockholder's**\n\n** Deficit**\n\n \n\n**Balance - March 31, 2024**\n\n \n\n \n**36,505,000**\n \n\n \n**$****365**\n \n\n \n**$****645,958**\n \n\n \n**$****(1,102,951****)**\n \n**$****(7,905****)**\n \n**$****(464,533****)**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nConversion of notes to common stock\n\n \n\n \n670,808\n \n\n \n\n \n7\n \n\n \n\n \n33,533\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n33,540\n \n\nOther comprehensive loss\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(8,425)\n \n\n \n(8,425)\n\nNet loss\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(692,956)\n \n\n \n-\n \n\n \n\n \n(692,956)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Balance - March 31, 2025**\n\n \n\n \n**37,175,808**\n \n\n \n**$****372**\n \n\n \n**$****679,491**\n \n\n \n**$****(1,795,907****)**\n \n**$****(16,330****)**\n \n**$****(1,132,374****)**\n\nOther comprehensive loss\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(8,306)\n \n\n \n(8,306)\n\nNet loss\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(407,797)\n \n\n \n-\n \n\n \n\n \n(407,797)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Balance - March 31, 2026**\n\n \n\n \n**37,175,808**\n \n\n \n**$****372**\n \n\n \n**$****679,491**\n \n\n \n**$****(2,203,704****)**\n \n**$****(24,636****)**\n \n**$****(1,548,477****)**\n\n \n\n*The accompanying notes are an integral part of these consolidated financial statements*\n\n \n\n \n\nF-5\n\n*Table of Contents*\n\n \n\n**CARO HOLDINGS INC.**\n\n**CONSOLIDATED STATEMENTS OF CASH FLOWS**\n\n**(AUDITED)**\n\n \n\n \n\n \n\n**For the Year Ended**\n\n \n\n \n\n \n\n**March 31,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Cash Flows from Operating Activities:**\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss\n\n \n$(407,797)\n \n$(692,956)\n\nAdjustments to reconcile net loss to net cash used in operating activities:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAmortization\n\n \n\n \n36,856\n \n\n \n\n \n36,856\n \n\nLoss on convertible notes\n\n \n\n \n54,200\n \n\n \n\n \n265,000\n \n\nChanges in operating assets and liabilities:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nInterest receivable\n\n \n\n \n(4,358)\n \n\n \n(3,670)\n\nOther receivable\n\n \n\n \n(4,682)\n \n\n \n(10,060)\n\nPrepaid expenses\n\n \n\n \n(1,250)\n \n\n \n105\n \n\nAccounts payable and accrued liabilities\n\n \n\n \n141,981\n \n\n \n\n \n(20,203)\n\nAccrued interest payable\n\n \n\n \n79,924\n \n\n \n\n \n51,119\n \n\nNet Cash Used in Operating Activities\n\n \n\n \n(105,126)\n \n\n \n(373,809)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Cash Flows from Investing Activities:**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nPayment from convertible loan receivable\n\n \n\n \n-\n \n\n \n\n \n30,917\n \n\nAdvancement on convertible loan receivable\n\n \n\n \n(1,680)\n \n\n \n(30,917)\n\nAdvancement on promissory loan receivable\n\n \n\n \n(6,400)\n \n\n \n(12,056)\n\nNet Cash Used in Investing Activities\n\n \n\n \n(8,080)\n \n\n \n(12,056)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Cash Flows from Financing Activities:**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nProceeds from issuance of convertible notes\n\n \n\n \n81,300\n \n\n \n\n \n397,500\n \n\nAdvancement to related party\n\n \n\n \n-\n \n\n \n\n \n(7,093)\n\nAdvancement from related party\n\n \n\n \n30,303\n \n\n \n\n \n-\n \n\nNet Cash Provided by Financing Activities\n\n \n\n \n111,603\n \n\n \n\n \n390,407\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEffects on changes in foreign exchange rate\n\n \n\n \n(11,940)\n \n\n \n(10,770)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet Changes in Cash\n\n \n\n \n(13,543)\n \n\n \n(6,228)\n\nCash, beginning of period\n\n \n\n \n14,566\n \n\n \n\n \n20,794\n \n\nCash, end of period\n\n \n$1,023\n \n\n \n$14,566\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSupplemental Disclosure Information:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCash paid for interest\n\n \n$-\n \n\n \n$-\n \n\nCash paid for taxes\n\n \n$-\n \n\n \n$-\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNon-Cash Investing and Financing Activities:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIssuance of common stock for conversion of convertible note\n\n \n$-\n \n\n \n$33,540\n \n\n \n\n*The accompanying notes are an integral part of these audited consolidated financial statements*\n\n \n\n \n\nF-6\n\n*Table of Contents*\n\n \n\n**CARO HOLDINGS INC.**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**MARCH 31, 2026**\n\n**(AUDITED)**\n\n \n\n**NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS**\n\n \n\nCaro 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. \n\n \n\nEffective 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.\n\n \n\nMr. 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.\n\n \n\nEffective 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. \n\n \n\nPrior 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.\n\n \n\nThe 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.\n\n \n\n**NOTE 2 – GOING CONCERN UNCERTAINTY**\n\n \n\nAs reflected in the accompanying financial statements, the Company has an accumulated deficit of $2,203,704, and a net loss of $407,797 for the year ended March 31, 2026. The Company started to generate revenues of $11,120 during the year ended March 31, 2026. These factors among others raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.\n\n \n\nManagement 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.\n\n \n\n**NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n*Basis of Presentation*\n\n \n\nThe 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.\n\n \n\n*Basis of Consolidation*\n\n \n\nThese 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.\n\n \n\n \n\nF-7\n\n*Table of Contents*\n\n \n\n \n\n*Foreign Currency Translations*\n\n \n\nThe Company’s functional and reporting currency is the U.S. dollar. Caro Holdings International, Ltd.’s functional currency is the Great British Pounds (GBP). All transactions initiated in GBP are translated into U.S. dollars in accordance with ASC 830-30, *“*Translation of Financial Statements,” as follows:\n\n \n\n \n\n1)\n\nMonetary assets and liabilities at the rate of exchange in effect at the balance sheet date.\n\n \n\n2)\n\nEquity at historical rates.\n\n \n\n3)\n\nRevenue and expense items at the average rate of exchange prevailing during the period.\n\n \n\nAdjustments 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.\n\n \n\n \n\n \n\n**Year Ended**\n\n \n\n \n\n \n\n**March 31,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\nSpot GBP: USD exchange rate\n\n \n\n \n1.3229\n \n\n \n\n \n1.2918\n \n\nAverage GBP: USD exchange rate\n\n \n\n \n1.3404\n \n\n \n\n \n1.2759\n \n\n \n\nUse of Estimates\n\n \n\nThe 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.\n\n \n\n*Revenue Recognition*\n\n \n\nThe Company recognizes revenue from the sale of products and services in accordance with ASC 606, “*Revenue Recognition*” following the five steps procedure:\n\n \n\nStep 1: Identify the contract(s) with customers\n\nStep 2: Identify the performance obligations in the contract\n\nStep 3: Determine the transaction price\n\nStep 4: Allocate the transaction price to performance obligations\n\nStep 5: Recognize revenue when the entity satisfies a performance obligation\n\n \n\nThe Company’s revenue derives from monthly fee from online ecommerce service where users can sign up and setup their own online shops.\n\n \n\n *Intangible Assets*\n\n \n\nThe Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”\n\n \n\nASC 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.\n\n \n\nThe 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)\n\n \n\n*Related Parties*\n\n \n\nWe follow ASC 850, *“Related Party Disclosures”,*for the identification of related parties and disclosure of related party transactions. (Note 10)\n\n \n\n \n\nF-8\n\n*Table of Contents*\n\n \n\n \n\n*Fair Value of Financial Instruments*\n\n \n\nThe 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.\n\n \n\nThe 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.\n\n \n\nASC 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:\n\n \n\nLevel 1 -\n\nquoted prices in active markets for identical assets or liabilities\n\nLevel 2 -\n\nquoted prices for similar assets and liabilities in active markets or inputs that are observable\n\nLevel 3 -\n\ninputs that are unobservable (for example cash flow modeling inputs based on assumptions)\n\n \n\n*Convertible Note*\n\n \n\nThe 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.* *\n\n \n\n*Software Development*\n\n \n\nThe 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.\n\n \n\nAs of March 31, 2026, purchased software of $258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization.\n\n \n\n*Web Development Cost*\n\n \n\nIn 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.\n\n \n\n*Net Income (Loss) per Share* \n\n \n\nThe 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.\n\n \n\nFor the year ended March 31, 2026 and 2025, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.\n\n \n\n \n\n \n\n**March 31,**\n\n \n\n \n\n**March 31,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\n \n\n \n\n**(Shares)**\n\n \n\n \n\n**(Shares)**\n\n \n\nConvertible notes payable\n\n \n\n \n4,456,666\n \n\n \n\n \n770,132\n \n\n \n\n \n\nF-9\n\n*Table of Contents*\n\n \n\n \n\n*Recent accounting pronouncements*\n\n \n\nWe have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our financial statements or disclosures upon adoption.\n\n \n\n*Recently adopted accounting standards*\n\n \n\n In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.\n\n \n\nIn December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-09 has not had a material effect on the Company’s statements and disclosures*. *\n\n \n\nIn July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The adoption of ASU 2025-05 has not had a material effect on the Company’s statements and disclosures.\n\n \n\n**NOTE 4 – DEFERRED BUSINESS ACQUISITION COST**\n\n \n\nOn 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.\n\n \n\nOn 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:\n\n \n\n \n\n·\n\nUpon 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.\n\n \n\n \n\n \n\n \n\n·\n\nUpon 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.\n\n \n\n \n\n \n\n \n\n·\n\nUpon 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.\n\n \n\nAs of March 31, 2026, the business acquisition has not been completed. The acquisition is expected to be completed during the quarter ended September 30, 2026.\n\n \n\n**NOTE 5 – INTANGIBLE ASSETS PURCHASE**\n\n \n\nOn 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.\n\n \n\n \n\nF-10\n\n*Table of Contents*\n\n \n\n \n\nThe software is amortized over estimated useful life of seven years following launch of the service commenced from the 4th quarter of fiscal year 2023 (three months ended March 31, 2024). During the year ended March 31, 2026  and 2025, the amortization expense was $36,856 and $36,856, respectively.  As of March 31, 2026 and March 31, 2025, the intangible asset was $175,074 and $211,930, respectively. Based on the carrying value of finite-lived intangible assets as of March 31, 2026, the amortization expense for the future years will be as follows:\n\n \n\n \n\n \n\n**Amortization**\n\n \n\nYear Ended March 31,\n\n \n\n**Expense**\n\n \n\n2027\n\n \n$36,857\n \n\n2028\n\n \n\n \n36,857\n \n\n2029\n\n \n\n \n36,857\n \n\n2030\n\n \n\n \n36,857\n \n\n2031\n\n \n\n \n27,645\n \n\n \n\n \n$175,074\n \n\n \n\n**NOTE 6 – PROMISSORY NOTE RECEIVABLE**\n\n \n\nOn 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, 2026 and March 31, 2025, the loan receivable was $11,000 and $11,000, respectively. As of March 31, 2026 and March 31, 2025, the loan interest receivable was $2,606 and $1,726, respectively.\n\n \n\nOn June 1, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable. The loan bears interest at 8% per annum and has a six-month term. During the year ended March 31, 2024, the Company issued $6,554 in loan receivable to the unaffiliate and made $3,100 repayment. During the year ended March 31, 2025, the Company issued $12,056 in loan receivable. As of March 31, 2026 and March 31, 2025, the loan receivable was $15,510 and $15,510, respectively. As of March 31, 2026 and. March 31, 2025, the loan interest receivable was $2,184 and $944, respectively.\n\n \n\nOn September 14, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $20,000. The loan bears interest at 8% per annum and has a six-month term. During the year ended March 31, 2024, the Company issued $20,000 in loan receivable to the unaffiliate. During the year ended March 31, 2026, the Company issued further 6,400 in loan receivable to the unaffiliate. As of March 31, 2026 and March 31, 2025, the loan receivable was $26,400 and $20,000, respectively. As of March 31, 2026 and March 31, 2025, the loan interest receivable was $4,074 and $2,472, respectively.\n\n \n\nOn 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, 2026 and March 31, 2025, the loan receivable was $9,500 and $9,500, respectively.\n\n \n\nAs of March 31, 2026 and March 31, 2025, the total promissory loan receivable was $62,410 and $56,010 respectively. As of March 31, 2026 and March 31, 2025, total loan interest receivable was $9,017 and $5,628, respectively.\n\n \n\n**NOTE 7 – CONVERTIBLE NOTE RECEIVABLE**\n\n \n\nOn 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, 2026 and March 31, 2025, the total loan receivable was $5,000 and $5,000, respectively. As of December 31, 2025 and March 31, 2025, the loan interest receivable was $819 and $419, respectively.\n\n \n\nOn February 11, 2025, the Company signed an agreement with an unaffiliated company for a convertible loan receivable amount of $30,917. The loan bears interest at 8% per annum and expires on December 1, 2027. The Company may convert the outstanding amount of the loan, including accrued interest, into shares of the unaffiliated company at a valuation of GBP3,000,000 minus any outstanding debt at the time of the conversion. On February 21, 2025, $30,917 of the loan was fully repaid. As of March 31, 2026 and March 31, 2025, the loan interest receivable was $68 and $68, respectively.\n\n \n\nOn July 1, 2025, the Company signed an agreement with an unaffiliated company for a convertible loan receivable amount up to of $10,000. The loan bears interest at 8% per annum and expires on December 1, 2026. The Company may convert the outstanding amount of the loan, including accrued interest, into shares of the unaffiliated company based on a pre-agreed valuation methodology adjusted for any outstanding debt at the time of the conversion. As of December 31, 2025 and March 31, 2025, the loan receivable was $1,679 and $0, respectively. As of March 31, 2026 and March 31, 2025, the loan interest receivable was $84 and $0, respectively.\n\n \n\n \n\nF-11\n\n*Table of Contents*\n\n \n\n \n\nAs of March 31, 2026 and March 31, 2025, the total convertible loan receivable was $6,679 and $5,000, respectively. As of March 31, 2026 and March 31, 2025, the loan interest receivable was $970 and $486, respectively.\n\n \n\n**NOTE 8 – PROMISSORY NOTES PAYABLE**\n\n \n\nOn 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.\n\n \n\nOn 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.\n\n \n\nAs of March 31, 2026 and March 31, 2025, the total promissory note payable was $28,900 and $28,900, respectively. As of March 31, 2026 and March 31, 2025, the accrued interest payable was $7,875 and 5,563, respectively.\n\n \n\n**NOTE 9 – CONVERTIBLE NOTES PAYABLE**\n\n \n\nAs of March 31, 2026 and March 31, 2025, the total principal balance of the convertible notes payable was $1,501,000 and $1,365,500, respectively.\n\n \n\n \n\n \n\n**March 31,**\n\n \n\n \n\n**March 31,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\nNovember 2022\n\n \n$110,000\n \n\n \n$110,000\n \n\nFebruary 2023\n\n \n\n \n83,333\n \n\n \n\n \n83,333\n \n\nApril 2023\n\n \n\n \n50,000\n \n\n \n\n \n50,000\n \n\nMay 2023\n\n \n\n \n33,333\n \n\n \n\n \n33,333\n \n\nJuly 2023\n\n \n\n \n125,000\n \n\n \n\n \n125,000\n \n\nAugust 2023\n\n \n\n \n38,333\n \n\n \n\n \n38,333\n \n\nSeptember 2023\n\n \n\n \n83,333\n \n\n \n\n \n83,333\n \n\nNovember 2023\n\n \n\n \n62,167\n \n\n \n\n \n62,167\n \n\nDecember 203\n\n \n\n \n33,333\n \n\n \n\n \n33,333\n \n\nFebruary 2024\n\n \n\n \n40,000\n \n\n \n\n \n40,000\n \n\nMarch 2024\n\n \n\n \n44,167\n \n\n \n\n \n44,167\n \n\nMay 2024\n\n \n\n \n16,667\n \n\n \n\n \n16,667\n \n\nJune 2024\n\n \n\n \n16,667\n \n\n \n\n \n16,667\n \n\nJuly 2024\n\n \n\n \n16,667\n \n\n \n\n \n16,667\n \n\nAugust 2024\n\n \n\n \n25,000\n \n\n \n\n \n25,000\n \n\nSeptember 2024\n\n \n\n \n49,167\n \n\n \n\n \n49,167\n \n\nOctober 2024\n\n \n\n \n13,333\n \n\n \n\n \n13,333\n \n\nNovember 2024\n\n \n\n \n100,000\n \n\n \n\n \n100,000\n \n\nDecember 2024\n\n \n\n \n125,000\n \n\n \n\n \n125,000\n \n\nJanuary 2025\n\n \n\n \n233,333\n \n\n \n\n \n233,333\n \n\nMarch 2025\n\n \n\n \n66,667\n \n\n \n\n \n66,667\n \n\nMay 2025\n\n \n\n \n20,000\n \n\n \n\n \n-\n \n\nJune 2025\n\n \n\n \n18,333\n \n\n \n\n \n-\n \n\nJuly 2025\n\n \n\n \n36,667\n \n\n \n\n \n-\n \n\nSeptember 2025\n\n \n\n \n10,500\n \n\n \n\n \n-\n \n\nNovember 2025\n\n \n\n \n25,000\n \n\n \n\n \n-\n \n\nJanuary 2026\n\n \n\n \n16,667\n \n\n \n\n \n-\n \n\nFebruary 2026\n\n \n\n \n8,333\n \n\n \n\n \n-\n \n\n \n\n \n$1,501,000\n \n\n \n$1,365,500\n \n\n \n\nThe terms of the convertible notes are summarized as follows:\n\n \n\n \n\n·\n\nBears interest at 10% per annum\n\n \n\n·\n\nMatures six months from the issuance date\n\n \n\n·\n\nConvertible at 60% of the average VWAP of the Company’s’ stock during the previous 15 trading days prior to conversion\n\n \n\n \n\nF-12\n\n*Table of Contents*\n\n \n\n \n\nDuring the year ended March 31, 2026 and 2025, debt premium of $54,200 and $265,000 was recognized as a loss on convertible note and charged to interest expense.\n\n \n\nDuring the year ended March 31, 2026 and 2025, interest expense of $131,812 (including $54,200 loss on convertible notes charged to interest expense as described above) and $316,123 (including $265,000 loss on convertible notes charged to interest expense as described above) was incurred on convertible notes, respectively. As of March 31, 2026 and March 31, 2025, accrued interest payable on convertible notes was $159,845 and $82,233, respectively.\n\n \n\n**NOTE 10 – RELATED PARTY TRANSACTIONS**\n\n \n\nDuring the year ended March 31, 2026 and 2025, the Company incurred $40,424 and $8,795 management consulting fees to the director and Chief Operating Officer (“COO”) of the Company, respectively. During the year ended March 31, 2026 and 2025, the Company received advancement of $30,303 from the Director and made repayment of $7,093 to the Director, respectively. As of March 31, 2026 and March 31, 2025, the amount due to the director and COO of the Company was $36,188 and $6,132, respectively. \n\n \n\nAs of March 31, 2026 and March 31, 2025, there was $86,533 and $56,476 due to the current directors of the Company, respectively.\n\n \n\n**NOTE 11 – EQUITY**\n\n \n\nAuthorized Stock\n\n \n\nThe Company’s authorized common stock consists of 75,000,000 shares at $0.00001 par value.\n\n \n\nCommon Stock\n\n \n\n As of March 31, 2026 and March 31, 2025, the issued and outstanding common stock was 37,175,808 shares.\n\n \n\n**NOTE 12 – INCOME TAXES**\n\n \n\nThe Company provides for income taxes under ASC 740, “*Income Taxes.”* Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.\n\n \n\nThe components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of March 31, 2026 and 2025, are as follows:\n\n \n\n \n\n \n\n**March 31,**\n\n \n\n \n\n**March 31,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\nNet operating loss carryforward\n\n \n$(2,203,704)\n \n$(1,795,907)\n\nTax Rate\n\n \n\n \n21%\n \n\n \n21%\n\nDeferred tax asset\n\n \n\n \n(462,778)\n \n\n \n(377,141)\n\nLess: Valuation allowance\n\n \n\n \n462,778\n \n\n \n\n \n377,141\n \n\nDeferred tax asset\n\n \n$-\n \n\n \n$-\n \n\n \n\nAs of March 31, 2026, the Company had approximately $2,200,000 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2036 and 2046. 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 2026 are subject to review by the tax authorities.\n\n \n\n \n\nF-13\n\n*Table of Contents*\n\n \n\n**NOTE 13 – SEGMENT REPORTING**\n\n \n\nOperating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: B2B, B2C and D2C Business. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.\n\n \n\nThe accounting policies of the B2B, B2C and D2C segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the Saas segment based on the Company’s net loss as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.\n\n \n\nThe CODM reviews performance based on gross profit, operating profit and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue from its 80% owned subsidiary outside of Great Britain.\n\n \n\n**NOTE 14 – SUBSEQUENT EVENTS**\n\n \n\nIn accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to March 31, 2026 to the date these financial statements were issued and has determined that it has the following material subsequent events:\n\n \n\nOn April 14, 2026, the Company issued 1,299,282 common shares for the conversion of convertible note for principal amount of $276,717.\n\n \n\nOn May 21, 2026, the Company issued 1,210,228 common shares for the conversion of convertible note for principal amount of $250,482.\n\n \n\nOn June 1, 2026, the Company issued an aggregate of 967,111 common shares for the repayment of outstanding payable of $272,000 to a vendor.\n\n \n\nOn June 9, 2026, the Company entered into an Asset Purchase and Acquisition Agreement with Goldrange Resources Corp., a corporation incorporated under the laws of the Province of Ontario, Canada (\"Goldrange\"), pursuant to which the Company agreed to purchase a 49% undivided interest in Goldrange's rights in certain mining properties located in Tanzania, Africa. As consideration for such purchase, the Company agreed to issue to Goldrange 20,000,000 shares of the Company's common stock, par value $0.00001 per share. The Agreement contains customary representations and warranties, covenants, indemnification provisions, exclusivity obligations and termination provisions. \n\n \n\n \n\nF-14\n\n*Table of Contents*"}