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Caro Holdings Inc. SEC 10-K Report

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Caro Holdings Inc., a Nevada-based company incorporated in 2016, has released its annual 10-K report, detailing significant financial growth, strategic initiatives, and operational highlights. Initially focused on a subscription box business, the company has transitioned to providing integrated B2B, B2C, and D2C solutions for small to mid-sized retailers seeking digital expansion. The report outlines the company's financial performance, business operations, strategic goals, and the challenges it faces in the current market environment.

Financial Highlights

  • Revenues: $36,319, a significant increase from $577 in the previous year, indicating substantial growth in business operations.
  • Loss from operations: ($392,094), a 27% increase compared to the previous year, primarily due to higher operating expenses.
  • Net loss: ($692,956), a 29% increase from the previous year, driven by increased operating and other expenses.
  • Net Loss Per Common Share – Basic and Diluted: ($0.02), reflecting the increased net loss and its impact on shareholders.

Business Highlights

  • Company Overview: Caro Holdings Inc. has evolved from a subscription box business to offering integrated digital solutions for small to mid-sized retailers. The company now focuses on providing a platform that combines marketing, analytics, and e-commerce functionality within industry-specific niches.
  • Current Business Operations: The company's platform enables data-driven personalization across channels with scalable infrastructure designed for cost-effective growth.
  • AI Automation Framework: In July 2025, Caro Holdings introduced an AI automation framework for SMBs, handling the complete customer journey from outreach to conversion and integrating with existing CRM platforms.
  • Specialized Marketplaces: The company is launching specialized marketplaces for service providers across various industries to help consumers find the right provider at the right time and place.
  • AI Agents Development: Caro Holdings has 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.
  • Growth Strategy: The company's growth strategy targets brands requiring enhanced digital infrastructure and AI-enabled operations, supported by ongoing product development, direct outreach, and strategic channel partnerships.
  • Software License Agreement: On December 29, 2022, Caro Holdings entered into a software license agreement with Noise Comms Ltd. for a Unified Communications Platform, in exchange for 20,000,000 shares of common stock valued at $258,000.
  • Marketplace Acquisition: On November 14, 2023, the company agreed to acquire a marketplace provider in the spirits industry, issuing up to 12,550,000 shares of common stock based on the acquiree’s reaching future milestones.
  • Future Outlook: Caro Holdings aims to continue its focus on digital expansion and AI-enabled operations, with plans to enhance its platform and expand its market presence through strategic partnerships and acquisitions.

Strategic Initiatives

  • Strategic Initiatives: Caro Holdings Inc. is deploying B2B, B2C, and D2C systems targeting specific vertical markets, focusing on small to mid-size brands with strong brick-and-mortar presence aiming to enhance their digital footprint. The company is also working on completing the acquisition of a marketplace provider in the spirits industry, expected to be finalized by September 30, 2025.
  • Capital Management: The company has been reliant on convertible notes and promissory notes for financing, with a significant increase in convertible notes payable from $735,332 in 2024 to $1,365,500 in 2025. Caro Holdings issued 670,808 shares of common stock for the repayment of convertible note principal and accrued interest. The company has not declared any dividends and does not plan to in the foreseeable future. Additionally, there were no equity repurchases during the fiscal year ended March 31, 2025.
  • Future Outlook: Caro Holdings faces substantial doubt about its ability to continue as a going concern due to accumulated deficits and net losses. The company plans to raise additional capital and implement its business plan to address liquidity challenges. Future strategic initiatives include completing the acquisition of the spirits industry marketplace provider and continuing to seek opportunities to enhance its digital platform offerings.

Challenges and Risks

  • Operational Risks: Caro Holdings Inc. is a small early-stage development company with minimal revenues and limited cash on hand, posing significant operational risk. The company has sustained losses since inception and relies heavily on loans from directors and officers and the sale of securities for funding. This financial instability could impact its ability to continue operations and pursue growth opportunities.
  • Regulatory Risks: The company is subject to general business regulations and laws, as well as specific regulations governing the Internet and e-commerce. Changes in these regulations could impede the growth of its services and increase operational costs. Additionally, the company may face challenges related to international trade agreements and compliance with environmental laws, although it currently anticipates no material impact from environmental regulations.
  • Financial Risks: The company experienced a significant increase in net loss from $539,041 in 2024 to $692,956 in 2025, primarily due to increased operating and other expenses. This trend highlights the financial risk associated with rising costs and the company's ability to manage its expenses effectively. The working capital deficiency increased from $713,319 in 2024 to $1,344,304 in 2025, driven by an increase in convertible notes payable and accrued interest. This growing deficiency underscores the liquidity risk and the company's dependence on external financing to sustain operations.
  • Going Concern: Management acknowledges the going concern qualification from auditors, emphasizing the need for additional capital to continue operations. The company's strategy involves obtaining debt and/or equity financing and pursuing mergers or acquisitions to enhance growth prospects, although these actions may dilute existing stockholders' interests.

SEC Filing: Caro Holdings Inc. [ CAHO ] - 10-K - Jul. 15, 2025