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Caro Holdings Inc.

CAHO
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Business Summary

Caro Holdings Inc. operates in the digital commerce enablement and AI automation space, deploying integrated B2B, B2C, and D2C solutions for small to mid-sized retailers seeking digital expansion. The company is also launching specialized marketplaces for service providers across a myriad of industries to help consumers find the right provider at the right time and place. The filing does not disclose overall market size or growth rates for these industries.

The filing does not name any primary competitors or provide market share data. The company describes its competitive positioning through its platform that combines marketing, analytics, and e-commerce functionality within industry-specific niches, enabling data-driven personalization across channels with scalable infrastructure designed for cost-effective growth. The company also highlights its AI automation framework for SMBs, handling the complete customer journey from outreach to conversion, and its development of AI agents to automate investor relations, reporting, compliance, and stakeholder communications for public companies.

The company generates revenue from monthly fees from online ecommerce service where users can sign up and setup their own online shops. Revenue is recognized in accordance with ASC 606. The company's primary customer segments are small to mid-sized brands that have a strong brick-and-mortar presence and a desire to increase their digital presence. The filing does not disclose the mix of recurring versus transactional income.

The company's core product is a platform that can be used for a variety of businesses including B2B, B2C and D2C, which 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 communities to sell, market and distribute their products. In July 2025, the company introduced its AI automation framework for SMBs, handling the complete customer journey from outreach to conversion, which integrates with existing CRM platforms to streamline acquisition workflows. The company has also developed AI agents to automate investor relations, reporting, compliance, and stakeholder communications for public companies, with additional solutions for financial reporting and market intelligence in development.

On December 29, 2022, the Company entered into a software license agreement with Noise Comms Ltd. for the acquisition of a Unified Communications Platform in consideration of 20,000,000 shares of common stock valued at $258,000 . On November 14, 2023, the Company agreed to acquire a marketplace provider in the spirits industry, under which the Company will issue 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. In January 2026, the Company commissioned the development of a proprietary multi-tenant platform combining AI-powered voice communications, CRM functionality, customer support tooling, and billing infrastructure within a single unified architecture. On June 12, 2026, the Company entered into an Asset Purchase and Acquisition Agreement with Goldrange Resources Corp. to purchase a 49% undivided interest in Goldrange's rights in certain mining properties located in Tanzania, Africa, in consideration of 20,000,000 shares of the Company's common stock at a deemed value of US$0.50 per share .

For the fiscal year ended March 31, 2026, the company generated revenue of $11,254 , compared to $36,319 in the prior year, a decrease of 69% . Operating expenses decreased 31% to $293,538 from $428,413 . Loss from operations improved to $282,284 from $392,094 , a 28% reduction. Net loss decreased 41% to $407,797 from $692,956 , driven by decreases in operating expenses and other expenses, particularly interest expense on convertible notes.

Business Outlook

The company's growth strategy targets brands requiring enhanced digital infrastructure and AI-enabled operations, with revenue expansion supported by ongoing product development, direct outreach, and strategic channel partnerships. The initial marketplaces will assist the company in validating its technology through operational implementations in select verticals. The company intends to create subsidiaries in markets where it perceives a significant sales opportunity. The acquisition of the marketplace provider in the spirits industry is expected to be completed during the quarter ended September 30, 2026, with milestone-based releases of up to 12,550,000 shares of common stock tied to the acquiree achieving $250,000 in net revenue (25% or 3,137,500 shares ), $500,000 in net revenue (25% or 3,137,500 shares ), and $1,000,000 in net revenue (50% or 6,275,000 shares ).

The filing does not discuss margin trajectory, cost structure evolution, or specific efficiency or restructuring targets with exact figures.

The company has no employees and does not foresee hiring any employees in the near future. It will engage independent contractors to help design and develop its website and marketing efforts. The company plans to find offices for its programmers, sales teams and executive team in the near future. The company has implemented cybersecurity risk management procedures in accordance with its risk profile and business size, relying on policies and processes designed to protect its information technology systems, some of which are managed by third parties.

The filing does not disclose specific R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy figures beyond stating that no dividends have been declared and none are planned in the foreseeable future.

The company is a small early-stage development company with minimal revenues and limited cash on hand. It has sustained losses since inception and has relied upon loans from directors and officers and the sale of its securities for funding. The report of the auditors on the audited financial statements for the fiscal year ended March 31, 2026 contains a going concern qualification as the company has suffered losses since inception. The company's ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. The company has an accumulated deficit of $2,203,704 and a net loss of $407,797 for the year ended March 31, 2026. Working capital deficiency increased from $1,344,304 as of March 31, 2025 to $1,723,551 as of March 31, 2026 mainly due to the increase in convertible notes, promissory notes, due to related parties and accounts payable and accrued liabilities.

Risk Factors

The company faces material going concern risk, with an accumulated deficit of $2,203,704 and a net loss of $407,797 for the year ended March 31, 2026, and its auditors have issued a going concern qualification. The company has minimal revenues of $11,254 and limited cash of $1,023 , with a working capital deficiency of $1,723,551 as of March 31, 2026. The company has no employees and relies on a single officer and director, creating key-person dependency. The company's ability to continue as a going concern is dependent on raising additional capital, and there are no assurances that additional funds will be available when needed or on acceptable terms. The company's convertible notes, totaling $1,501,000 as of March 31, 2026, bear interest at 10% per annum and are convertible at 60% of the average VWAP during the previous 15 trading days, creating significant potential dilution. The company has identified material weaknesses in internal control over financial reporting, including inadequate segregation of duties and insufficient written policies and procedures.

Management Priorities

Management's message emphasizes the company's transition from a subscription box business to a provider of integrated B2B, B2C, and D2C digital solutions, with a focus on AI-enabled operations and specialized marketplaces. The strategic priorities for the period ahead include: (1) deploying the AI automation framework for SMBs introduced in July 2025, handling the complete customer journey from outreach to conversion; (2) completing the acquisition of the marketplace provider in the spirits industry, expected during the quarter ended September 30, 2026; and (3) developing additional AI solutions for financial reporting and market intelligence. Management acknowledges the company is still a small early-stage development company with minimal revenues and limited cash on hand, and that its ability to continue as a going concern is dependent on raising additional capital and implementing its business plan.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Description of Business — Our Current Business
  2. [2] Item 1, Description of Business — Our Current Business
  3. [3] Item 1, Description of Business — Our Current Business
  4. [4] Item 1, Description of Business — Our Current Business
  5. [5] Item 7, MD&A — Results of Operations
  6. [6] Item 7, MD&A — Results of Operations
  7. [7] Item 7, MD&A — Results of Operations
  8. [8] Item 7, MD&A — Results of Operations
  9. [9] Item 7, MD&A — Results of Operations
  10. [10] Item 7, MD&A — Results of Operations
  11. [11] Item 7, MD&A — Results of Operations
  12. [12] Item 7, MD&A — Results of Operations
  13. [13] Item 7, MD&A — Results of Operations
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 7, MD&A — Results of Operations
  16. [16] Item 7, MD&A — Results of Operations
  17. [17] Item 8, Note 4 — Deferred Business Acquisition Cost
  18. [18] Item 8, Note 4 — Deferred Business Acquisition Cost
  19. [19] Item 8, Note 4 — Deferred Business Acquisition Cost
  20. [20] Item 8, Note 4 — Deferred Business Acquisition Cost
  21. [21] Item 8, Note 4 — Deferred Business Acquisition Cost
  22. [22] Item 8, Note 4 — Deferred Business Acquisition Cost
  23. [23] Item 8, Note 4 — Deferred Business Acquisition Cost
  24. [24] Item 8, Report of Independent Registered Public Accounting Firm — Going Concern
  25. [25] Item 8, Report of Independent Registered Public Accounting Firm — Going Concern
  26. [26] Item 7, MD&A — Liquidity and Financial Condition
  27. [27] Item 7, MD&A — Liquidity and Financial Condition
  28. [28] Item 8, Report of Independent Registered Public Accounting Firm — Going Concern
  29. [29] Item 8, Consolidated Statements of Operations
  30. [30] Item 8, Consolidated Statements of Operations
  31. [31] Item 8, Consolidated Balance Sheets
  32. [32] Item 7, MD&A — Liquidity and Financial Condition
  33. [33] Item 8, Note 9 — Convertible Notes Payable
  34. [34] Item 8, Note 9 — Convertible Notes Payable
  35. [35] Item 8, Note 9 — Convertible Notes Payable
  36. [36] Item 8, Consolidated Statements of Operations
  37. [37] Item 8, Consolidated Statements of Operations
  38. [38] Item 8, Consolidated Statements of Operations
  39. [39] Item 8, Consolidated Statements of Operations
  40. [40] Item 8, Consolidated Statements of Operations
  41. [41] Item 8, Consolidated Statements of Operations
  42. [42] Item 8, Consolidated Statements of Operations
  43. [43] Item 8, Consolidated Statements of Operations
  44. [44] Item 8, Consolidated Statements of Operations
  45. [45] Item 8, Consolidated Statements of Operations
  46. [46] Item 8, Consolidated Statements of Operations
  47. [47] Item 8, Consolidated Statements of Operations
  48. [48] Item 8, Consolidated Statements of Operations
  49. [49] Item 8, Consolidated Statements of Cash Flows
  50. [50] Item 8, Consolidated Statements of Cash Flows
  51. [51] Item 8, Consolidated Balance Sheets
  52. [52] Item 8, Consolidated Balance Sheets
  53. [53] Item 8, Consolidated Balance Sheets
  54. [54] Item 8, Consolidated Balance Sheets
  55. [55] Item 8, Note 9 — Convertible Notes Payable
  56. [56] Item 8, Note 9 — Convertible Notes Payable
  57. [57] Item 8, Note 9 — Convertible Notes Payable
  58. [58] Item 8, Note 9 — Convertible Notes Payable

Analysis on 7/15/2026