10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
	or
¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _________________
Commission File Number 333-212268

CARO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Nevada
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

28th Floor Cityland Pasong Tamo Tower U2807, 2210 Chino Roces Avenue (Pasong Tamo), Mkati City, Philippines	1230
(Address of principal executive offices)	(Zip Code)

(632) 893-8909

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x YES   ¨ NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x YES   ¨ NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x
			Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ YES   x NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨ YES   ¨ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

7,705,000 common shares issued and outstanding as of October 11, 2018.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	15
SIGNATURES		16

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the three months ended June 30, 2018 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

3

CARO HOLDINGS INC.

BALANCE SHEETS

	June 30,			March 31,
	2018			2018
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	1,534		$	1,671
Total Current Assets		1,534			1,671
TOTAL ASSETS	$	1,534		$	1,671
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	9,000		$	13,600
Due to related party		11,275			500
Total Current Liabilities		20,275			14,100
TOTAL LIABILITIES		20,275			14,100
Stockholders’ Deficit
Preferred stock: 75,000,000 authorized; $0.00001 par value. No shares issued and outstanding		-			-
Common stock: 75,000,000 authorized; $0.00001 par value 7,705,000 shares issued and outstanding		77			77
Additional paid in capital		49,973			49,973
Accumulated deficit		(68,791	)		(62,479	)
Total Stockholders’ Deficit		(18,741	)		(12,429	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,534		$	1,671

The accompanying notes are an integral part of these unaudited financial statements.

4

CARO HOLDINGS INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	June 30,
	2018			2017
Operating Expenses
General and administration	$	6,312		$	8,942
Total operating expenses		6,312			8,942
Net loss	$	(6,312	)	$	(8,942	)
Net Loss Per Common Share – Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding		7,705,000			7,705,000

The accompanying notes are an integral part of these unaudited financial statements.

5

CARO HOLDINGS INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended
	June 30,
	2018			2017
Cash Flows from Operating Activities:
Net Loss	$	(6,312	)	$	(8,942	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		6,175			(2,800	)
Net Cash Used in Operating Activities		(137	)		(11,742	)
Net Decrease in Cash and Cash Equivalents		(137	)		(11,742	)
Cash and Cash Equivalents, beginning of period		1,671			24,171
Cash and Cash Equivalents, end of period	$	1,534		$	12,429
Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-Cash Investing and Financing Activities:
Operating expenses paid by related party	$	10,775		$	-

The accompanying notes are an integral part of these unaudited financial statements.

6

CARO HOLDINGS INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Caro Holdings Inc. (the “Company”) was incorporated in the State of Nevada on March 29, 2016 and is engaged in the subscription box business with its initial focus on offering sock subscriptions to its customers. Our subscription box will be a package of socks that will be sent directly to a customer on a recurring basis. Our subscription sock boxes are a marketing strategy and a method of product distribution, allowing us to target a wide range of customers and cater to their variety of specific needs and interests.

NOTE 2 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2018 included in the Company’s Annual Report on Form 10-K as filed with the SEC on August 14, 2018.

NOTE 3 – GOING CONCERN UNCERTAINTY

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $68,791 as of June 30, 2018, and a net loss of $6,312 for the three months ended June 30, 2018. The Company has not generated any revenues and is still in the early stages of establishing a market for the products it sells. These factors 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.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the three months ended June 30, 2018 and June 30, 2017, the sole director and Chief Executive Officer of the Company, Rozh Caroro, paid $10,775 and $0, respectively, on behalf of the Company for business operation purpose.

As of June 30, 2018 and March 31, 2018, there was $11,275 and $500 due to this related party, respectively.

7

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Caro Holdings Inc., unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on March 29, 2016. We are engaged in the subscription box business with our initial focus on offering sock subscriptions to our customers.

Our business and corporate address is 28^th Floor Cityland Pasong Tamo Tower U2807, 2210 Chino Roces Avenue (Pasong Tamo), Makati City, Philippines 1230. Our telephone number is +632 893-0909 and our registered agent for service of process is Resident Agents of Nevada Inc. 711 S Carson Street, Suite 4, Carson City, NV, 89701.

We do not have any subsidiaries.

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

8

Our Current Business

We are engaged in the subscription box business with our initial focus on offering sock subscriptions to our customers. Our subscription box will be a package of a pair of socks that will be sent directly to a customer on a recurring basis. For example, a potential subscriber will subscribe to receive a pair of socks once a month for either a period of 6 months or 12 months. Our subscription sock boxes are a marketing strategy and a method of product distribution, allowing us to target a wide range of customers and cater to their variety of specific needs and interests.

A subscription box is a package of retail products sent directly to a customer on a recurring basis. Subscription boxes are a marketing strategy and a method of product distribution. Subscription boxes are used by subscription based ecommerce businesses, referred to as “subcom” for short, which follow a subscription business model. The subcom aims to target a wide range of customers and cater to a variety of specific needs and interests. The subscription box industry is nascent, so there exists minimal data. It is estimated that there are 400 to 600 different kinds of subscription boxes in the United States alone and more overseas.¹ Subscriptions vary in both cost and frequency, making them more accessible to a greater range of customers with different socioeconomic backgrounds. Subscription boxes tend to range from $10 to $100.² The use of subscription boxes are rising in popularity among both consumers and businesses. Subscription commerce is suitable for a wide range of markets.³ Large scale retailers like Walmart, Amazon.com, CVS Pharmacy, Freshpair, and Lancôme use subscription commerce. Small scale, local groups also utilize subscription boxes. Products are limited only to what can be shipped and downloaded. Despite this, some products, such as smaller and lighter products, are better suited for subscription boxes than others.⁴

We have developed our preliminary website, www.caroholdings.com, and are in the process of developing a more advanced site where we can provide more detailed information regarding our products and shopping cart. This will cost us around $15,000. We intend to source this work to third party consultants and this project will be spearheaded by our officer and director. We are currently working on our advanced site and our strategic future plan of operations of the Company.

We have also started marketing our subscription boxes and we have received a favorable response from potential customers willing to subscribe to our sock subscription service. Our first sales occurred subsequent to June 30, 2018.

The Company is currently working with prospective customers to purchase the subscriptions boxes from our website as well as individual sales contracts for local customers.

We will continue to market our subscription boxes of socks in local markets and will begin testing the online marketing of our products in order to generate future sales.

____________

¹ Jayakumar, A. (2014, April 7). Little-box retailing: Subscription services offer new possibilities to consumers, major outlets. Retrieved November 30, 2014, from http://www.washingtonpost.com/business/economy/tktktktk/2014/04/07/f68135b6-a92b-11e3-8d62-419db477a0e6_story.html

² Hutt, K. (2014, April 8). Subscription Boxes Can Feel Like Christmas, But Are They Worth It? Retrieved November 30, 2014, from http://www.bbb.org/blog/2014/04/subscription-boxes-can-feel-like-christmas-but-are-they-worth-it/

³ Hayes, M. (2014, May 16). Subscription Boxes: Are They Worth The Money? Retrieved November 25, 2014, from http://www.forbes.com/sites/learnvest/2014/05/16/subscription-boxes-are-they-worth-the-money

⁴ Alvo, Greg. “5 Steps to a Successful Convenience Commerce Model”. Multichannel Merchant. Access Intelligence. Retrieved 21 October 2014.

9

Results of Operations

We have not earned any revenues from our inception on March 29, 2016 (inception) through June 30, 2018.

Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017

	Three Months Ended
	June 30,
	2018			2017			Change
Revenue	$	-		$	-		$	-
Operating expenses		6,312			8,942			(2,630	)
Loss from operations		(6,312	)		(8,942	)		(2,630	)
Net loss	$	(6,312	)	$	(8,942	)	$	(2,630	)

Operating expenses for the three months ended June 30, 2018 consisted of bank charges, filing fees, audit and accounting fees, legal fees and rent expense. 

Liquidity and Financial Condition

Working Capital

	As at June 30, 2018			As at March 31, 2018
Total Current Assets	$	1,534		$	1,671
Total Current Liabilities		20,275			14,100
Working Capital	$	(18,741	)	$	(12,429	)

Cash Flows

	Three Months Ended
	June 30,
	2018			2017
Net Cash Used in Operating Activities	$	(137	)	$	(11,742	)
Net Cash Used in Investing Activities	$	-			-
Net Cash Provided by Financing Activities	$	-		$	-
Decrease in Cash	$	(137	)	$	(11,742	)

Our total current assets as of June 30, 2018 were $1,534 as compared to total current assets of $1,671 as of March 31, 2018. The decrease was primarily due to decrease in cash and cash equivalents.

Our total current liabilities as of June 30, 2018 were $20,275 as compared to total current liabilities of $14,100 as of March 31, 2018. The increase was primarily attributed to increase in due to related party.

The report of our auditors on our audited financial statements for the fiscal year ended March 31, 2018, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have achieved no operating revenues since our inception. We have been dependent on sales of equity securities to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.

10

Operating Activities

Net cash used in operating activities during the three months ended June 30, 2018 was $137, compared to $11,742 net cash used in operating activities during the three-month period ended June 30, 2017. The decrease related to a decrease in accounts payable and accrued liabilities of $6,175.

Investing Activities

Net cash used in investing activities during the three months ended June 30, 2018 was $0, compared to $0 net cash used in investing activities during the three months ended June 30, 2017.

Financing Activities

Net cash used in financing activities during the three months ended June 30, 2018 was $0, compared to $0 net cash used in financing activities during the three months ended June 30, 2017.

Cash Requirements

We will require additional cash as we expand our business. Initially, to carry out our business plan, we will need to raise additional capital. There can be no assurance that we will be able to raise additional capital or, if we are able to raise additional capital, the terms we be acceptable to us. Currently we do not have any inventory.

These conditions indicate a material uncertainty that casts significant doubt about our ability to continue as a going concern. We require additional debt or equity financing to have the necessary funding to continue operations and meet our obligations. We have continued to adopt the going concern basis of accounting in preparing our financial statements.

We will require additional financing in order to enable us to proceed with our plan of operations. There is no assurance that any party will advance additional funds to us in order to continue our future plans for operations.

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Basis of Presentation

The financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”).

11

Use of Estimates

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid short-term deposits which are unrestricted as to withdrawal and use, and which have maturities of three months or less when purchased.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

Our Company’s financial instruments include cash and cash equivalents and accrued liabilities. It is management’s opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available.

Management believes it is not practical to determine the fair value of accounts payable and accrued liabilities, and note payable to related parties and lease and management arrangement with related parties, if any, because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share.

12

Income Taxes

Income tax expense is based on reported income before income taxes. Our company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on her evaluation as of the end of the period covered by this report, Rozh Caroro, our President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director, has concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in our internal control over financial reporting.

As disclosed in our Annual Report on Form 10-K for the year ended March 31, 2018, based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of March 31, 2018, due to inadequate segregation of duties and effective risk management, and insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. Management believes the above weakness constitute material weaknesses in our internal control over financial reporting. Until such time, if ever, that we remediate the material weakness in our internal control over financial reporting we expect that the material weaknesses in our disclosure controls and procedures will continue.

Changes in Internal Controls

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

13

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

14

Item 6. Exhibits

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on June 27, 2016)
3.2	Bylaws (Incorporated by reference to our Registration Statement on Form S-2 filed on June 27, 2016)
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

______

* Filed herewith.

15

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CARO HOLDINGS INC.
	(Registrant)
Dated: October 11, 2018	/s/ Rozh Caroro
	Rozh Caroro
	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

16

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rozh Caroro, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Caro Holdings Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 11, 2018

/s/ Rozh Caroro

Rozh Caroro

President, Chief Executive Officer, Chief Financial

Officer, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)

EX-32.2

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Rozh Caroro, President, Chief Executive Officer and Chief Financial Officer, of Caro Holdings Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the quarterly report on Form 10-Q of Caro Holdings Inc. for the period ended June 30, 2018 (the ”Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Caro Holdings Inc.

Dated: October 11, 2018

/s/ Rozh Caroro

Rozh Caroro

President, Chief Executive Officer, Chief Financial

Officer, Treasurer and Director

(Principal Executive Officer, Principal Financial

Officer and Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Caro Holdings Inc. and will be retained by Caro Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Document and Entity Information - shares	3 Months Ended
	Jun. 30, 2018	Oct. 11, 2018
Document And Entity Information
Entity Registrant Name	Caro Holdings Inc.
Entity Central Index Key	0001678105
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		7,705,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

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BALANCE SHEETS - USD ($)	Jun. 30, 2018	Mar. 31, 2018
Current Assets
Cash and cash equivalents	$ 1,534	$ 1,671
Total Current Assets	1,534	1,671
TOTAL ASSETS	1,534	1,671
Current Liabilities
Accounts payable and accrued liabilities	9,000	13,600
Due to related party	11,275	500
Total Current Liabilities	20,275	14,100
TOTAL LIABILITIES	20,275	14,100
Stockholders' Deficit
Preferred stock: 75,000,000 authorized; $0.00001 par value. No shares issued and outstanding
Common stock: 75,000,000 authorized; $0.00001 par value 7,705,000 shares issued and outstanding	77	77
Additional paid in capital	49,973	49,973
Accumulated deficit	(68,791)	(62,479)
Total Stockholders' Deficit	(18,741)	(12,429)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,534	$ 1,671

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BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2018	Mar. 31, 2018
Stockholders' Equity
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	75,000,000	75,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	7,705,000	7,705,000
Common stock, shares outstanding	7,705,000	7,705,000

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STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Operating Expenses
General and administration	$ 6,312	$ 8,942
Total operating expenses	6,312	8,942
Net loss	$ (6,312)	$ (8,942)
Net Loss Per Common Share - Basic and Diluted	$ (0.00)	$ (0.00)
Weighted Average Common Shares Outstanding	7,705,000	7,705,000

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STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash Flows from Operating Activities:
Net Loss	$ (6,312)	$ (8,942)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	6,175	(2,800)
Net Cash Used In Operating Activities	(137)	(11,742)
Net Decrease in Cash and Cash Equivalents	(137)	(11,742)
Cash and Cash Equivalents, beginning of period	1,671	24,171
Cash and Cash Equivalents, end of period	1,534	12,429
Supplemental Disclosure Information:
Cash paid for interest
Cash paid for taxes
Non-Cash Investing and Financing Activities:
Operating expenses paid by related party	$ 10,775

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ORGANIZATION AND DESCRIPTION OF BUSINESS

3 Months Ended

Jun. 30, 2018

Notes to Financial Statements

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Caro Holdings Inc. (the “Company”) was incorporated in the State of Nevada on March 29, 2016 and is engaged in the subscription box business with its initial focus on offering sock subscriptions to its customers. Our subscription box will be a package of socks that will be sent directly to a customer on a recurring basis. Our subscription sock boxes are a marketing strategy and a method of product distribution, allowing us to target a wide range of customers and cater to their variety of specific needs and interests.

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BASIS OF PRESENTATION

3 Months Ended

Jun. 30, 2018

Notes to Financial Statements

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2018 included in the Company’s Annual Report on Form 10-K as filed with the SEC on August 14, 2018.

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GOING CONCERN UNCERTAINTY

3 Months Ended

Jun. 30, 2018

Notes to Financial Statements

NOTE 3 - GOING CONCERN UNCERTAINTY

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $68,791 as of June 30, 2018, and a net loss of $6,312 for the three months ended June 30, 2018. The Company has not generated any revenues and is still in the early stages of establishing a market for the products it sells. These factors 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.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2018

Notes to Financial Statements

NOTE 4 - RELATED PARTY TRANSACTIONS

During the three months ended June 30, 2018 and June 30, 2017, the sole director and Chief Executive Officer of the Company, Rozh Caroro, paid $10,775 and $0, respectively, on behalf of the Company for business operation purpose.

As of June 30, 2018 and March 31, 2018, there was $11,275 and $500 due to this related party, respectively.

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ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)	3 Months Ended
	Jun. 30, 2018
Organization And Description Of Business Details Narrative
State Country Name	Nevada
Date of incorporation	Mar. 29, 2016

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GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Mar. 31, 2018
Going Concern Uncertainty Details Narrative
Accumulated deficit	$ (68,791)		$ (62,479)
Net loss	$ (6,312)	$ (8,942)

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Mar. 31, 2018
Due to related party	$ 11,275		$ 500
Rozh Caroro [member]
Repayment to related Party	$ 10,775