CAHO 10-K & 10-Q changes, risk factors and insider trading
Caro Holdings Inc. · OTC · Retail-Catalog & Mail-Order Houses · CIK 1678105 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Recently Accounting Pronouncements”
Largest changes
“In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. …”see in full comparison
“For the year ended March 31, 2025, net cash used in investing activities was $$12,056, comprised of advancement on convertible loan receivable of $30,917 and advancement on promissory loan receivable of $12,056, offset by payment from convertible loan receivable of $30,917.”see in full comparison
“For the year ended March 31, 2026, net cash used in operating activities was $105,126, related to our net loss of $407,797, partially offset by amortization of $36,856, loss on convertible notes of $54,200, and net changes in operating assets and liabilities of $211,615.”see in full comparison
“For the year ended March 31, 2025, net cash used in investing activities was $12,056, comprised of advancement on convertible loan receivable of $30,917 and advancement on promissory loan receivable of $12,056, offset by payment from convertible loan receivable of $30,917.”see in full comparison
“For the year ended March 31, 2024, net cash used in operating activities was $244,810 related to our net loss of $539,041, reduced by amortization of $9,214, loss on convertible notes of $203,867 and changes in operating assets and liabilities of $81,150.”see in full comparison
Full comparison: every changed paragraph (13)
Net loss increaseddecreased from $539,041 for the year ended March 31, 2024 to $692,956 for the year ended March 31, 2025 to $407,797 for the year ended March 31, 2026 due to the increasedecrease in operating expenses and other expenses.
Operating expenses increaseddecreased from $309,404 for the year ended March 31, 2024 to $428,413 for the year ended March 31, 2025 to $293,538 for the year ended March 31, 2026, mainly due to the increasedecreases in press release expense, advertising and marketing expense, serviceprofessional fees and subscriptiongeneral fees.and administrative expenses.
Other expenses increaseddecreased from $230,214 for the year ended March 31, 2024 to $300,862 for the year ended March 31, 2025 to $125,513 for the year ended March 31, 2026, mainly due to thea increasedecrease in interest expense and debt issuance cost on convertible notes.
Working capital deficiency increased from $713,319 as of March 31, 2024 to $1,344,304 as of March 31, 2025 to $1,723,551 as of March 31, 2026 mainly due to the increase in convertible notesnotes, promissory notes, due to related parties and accounts payable and accrued interest.liabilities.
For the year ended March 31, 2026, net cash used in operating activities was $105,126, related to our net loss of $407,797, partially offset by amortization of $36,856, loss on convertible notes of $54,200, and net changes in operating assets and liabilities of $211,615.
For the year ended March 31, 2024, net cash used in operating activities was $244,810 related to our net loss of $539,041, reduced by amortization of $9,214, loss on convertible notes of $203,867 and changes in operating assets and liabilities of $81,150.
For the year ended March 31, 2025, net cash used in investing activities was $$12,056, comprised of advancement on convertible loan receivable of $30,917 and advancement on promissory loan receivable of $12,056, offset by payment from convertible loan receivable of $30,917.
For the year ended March 31, 2024,2026, net cash used in investing activities was $$42,954,$8,080, comprised of advancement on convertible loan receivable of $5,000$1,680 and advancement on promissory loan receivable of $41,054, offset by payment from promissory loan receivable of $3,100.$6,400.
For the year ended March 31, 2025, net cash used in investing activities was $12,056, comprised of advancement on convertible loan receivable of $30,917 and advancement on promissory loan receivable of $12,056, offset by payment from convertible loan receivable of $30,917.
For the year ended March 31, 2025,2026, net cash provided by financing activities was $390,407$111,603 primarily from proceeds related to convertible notes of $397,500$81,300 offsetand byadvancement repayment tofrom related party of $7,093.$30,303.
For the year ended March 31, 2024,2025, net cash provided by financing activities was $309,700$390,407 primarily from proceeds related to convertible notes of $305,800$397,500 andoffset proceedsby advancement to related to promissory notesparty of $3,900.$7,093.
Recently Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.
What changed in the latest 10-Q
Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Nine Months Ended December 31, 2025 Compared to Nine Months Ended December 31, 2024”
Largest changes
“Nine Months Ended December 31, 2025 Compared to Nine Months Ended December 31, 2024”see in full comparison
Three Months Endedsee in full comparisonDecemberJune31,30,20252026 Compared to Three Months EndedDecemberJune31,30,20242025
“On June 12, 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, pursuant to which the Company agreed 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. Full details are set out in the Company's Current Report on Form 8-K filed June 12, 2026.”see in full comparison
Our total current assets as ofsee in full comparisonDecemberJune31,30,20252026 were$259,457$8,061,866 compared to total current assets of$256,104$262,757 as of March 31,2025.2026. The increase was primarily due to increase inprepaidadvanceexpense,foraccountsmineralreceivable and other receivable, promissory note receivable, convertible note receivable andproperty interestreceivable.of $7,800,000 recorded during the three months ended June 30, 2026.
“Operating expenses decreased from $138,943 for the three months ended December 31, 2024 to $36,674 for the three months ended December 31, 2025 mainly due to the decrease in advertising and marketing expense, service fees and subscription fees and management consulting fees.”see in full comparison
“For the nine months ended December 31, 2025, net cash used in operating activities was $72,141 related to our net loss of $181,718, reduced by amortization of $27,642, loss on convertible notes of $44,200 and changes in operating assets and liabilities of $37,736.”see in full comparison
Full comparison: every changed paragraph (24)
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., a corporation incorporated under the laws of the Province of Ontario, Canada, pursuant to which the Company agreed 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. Full details are set out in the Company's Current Report on Form 8-K filed June 12, 2026.
Three Months Ended DecemberJune 31,30, 20252026 Compared to Three Months Ended DecemberJune 31,30, 20242025
Net loss decreasedincreased from $267,199$36,310 for the three months ended DecemberJune 31,30, 20242025 to $63,547$275,218 for the three months ended DecemberJune 31,30, 20252026 due to the decrease in net revenue, operating expenses and other expenses.
During the three months ended December 31, 2025 and 2024, we generated $1,711 and $4,407 in revenue, respectively.
Operating expenses decreased from $138,943 for the three months ended December 31, 2024 to $36,674 for the three months ended December 31, 2025 mainly due to the decrease in advertising and marketing expense, service fees and subscription fees and management consulting fees.
Other expenses decreased from $132,663 for the three months ended December 31, 2024 to $28,584 for the three months ended December 31, 2025 mainly due to the decrease in debt issuance cost on convertible notes.
Nine Months Ended December 31, 2025 Compared to Nine Months Ended December 31, 2024
Net loss decreased from $381,782 for the nine months ended December 31, 2024 to $181,718 for the nine months ended December 31, 2025 due to the decrease in operating expenses and other expenses.
During the three months ended DecemberJune 31,30, 20252026 and 2024,2025, we generatedincurred $8,926net credit revenue of $(207) and $28,850generated $5,986 in revenue, respectively.
Operating expenses decreasedincreased from $226,719$34,186 for the three months ended DecemberJune 31,30, 20242025 to $105,408$161,540 for the three months ended DecemberJune 31,30, 20252026 mainly due to the decreaseincrease in advertisingsoftware development and marketing expense, service fees and subscription fees and management consultingprofessional fees.
Other expenses decreasedincreased from $183,913$8,110 for the three months ended DecemberJune 31,30, 20242025 to $85,236$113,471 for the three months ended DecemberJune 31,30, 20252026 mainly due to the decrease in debt issuance costloss on convertiblesettlement notes.of accounts payable of $90,669.
Our total current assets as of DecemberJune 31,30, 20252026 were $259,457$8,061,866 compared to total current assets of $256,104$262,757 as of March 31, 2025.2026. The increase was primarily due to increase in prepaidadvance expense,for accountsmineral receivable and other receivable, promissory note receivable, convertible note receivable andproperty interest receivable.of $7,800,000 recorded during the three months ended June 30, 2026.
Our total current liabilities as of MarchJune 31,30, 20252026 were $1,600,408$1,058,713 as compared to total current liabilities of $1,775,891$1,986,308 as of DecemberMarch 31, 2025.2026. The increase was attributed to the increase in convertible notes and accrued interest payable.
Working capital was $7,003,173 as of June 30, 2026 as compared to working capital deficiency of $1,723,551 as of March 31, 2026 mainly due to increase in advance for mineral property interest of $7,800,000 recorded during the three months ended June 30, 2026.
Working capital deficiency increased from $1,344,304 as of March 31, 2025 to $1,516,434 as of December 31, 2025 mainly due to the increase in convertible notes payable and accrued interest payable.
For the nine months ended December 31, 2025, net cash used in operating activities was $72,141 related to our net loss of $181,718, reduced by amortization of $27,642, loss on convertible notes of $44,200 and changes in operating assets and liabilities of $37,736.
For the ninethree months ended DecemberJune 31,30, 2024,2026, net cash used in operating activities was $205,400$15,445 related to our net loss of $381,783,$275,218, reduced by amortization of $27,642,$9,214, loss on convertible notes of $145,000$10,000 and increasedloss byon settlement of accounts payable of $90,669 and changes in operating assets and liabilities of $3,741.$149,890.
For the three months ended June 30, 2026, net cash used in operating activities was $2,738 related to our net loss of $36,310, reduced by amortization of $9,214 and loss on convertible notes of $15,333 and changes in operating assets and liabilities of $9,025.
For the nine months ended December 31, 2025, net cash used in investing activities was $4,080, comprised of advancement on convertible loan receivable of $1,680 and advancement on promissory loan receivable of $2,400.
For the ninethree months ended DecemberJune 31,30, 2024,2026, there were no net cash used in investing activities was $12,056 from advancement on promissory loan receivable.activities.
For the three months ended June 30, 2025, net cash used in investing activities was $2,400 from advancement on on promissory loan receivable.
For the nine months ended December 31, 2025, net cash provided by financing activities was $81,860 from proceeds related to convertible notes of $66,300 and advancement to related party of $15,560.
For the ninethree months ended DecemberJune 31,30, 2024,2026 and 2025, net cash provided by financing activities was ,500$217$15,000 primarilyand $23,000 from proceeds related to convertible notes.notes, respectively.
CAHO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding CAHO (13F)
None of the 59 investors we track reported a position in their latest 13F.