UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended: March 31, 2024

 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 small business issuer as specified in its charter)

 Nevada

 93-2109546

 (State or other jurisdiction
 of incorporation)

 (IRS Employer
 Identification No.)

 7 Castle Street, Sheffield, UK S3 8LT
 (Address of principal executive offices) (Zip Code)

 ( 786) 755 3210
 (Issuer's telephone number)

 Securities registered under Section 12(b) of the Exchange Act:

 Title of Each Class

 Name of Each Exchange On Which Registered

 N/A

 N/A

 Securities registered under Section 12(g) of the Exchange Act:
 _________________________________________
 Title of Class

 Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes No

 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 Transitional Small Business Disclosure Format: 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

 Smaller reporting company

 Emerging Growth Company

 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 The aggregate market value of Common Stock held by non-affiliates of the Registrant on September 30, 2023, was $ 4,386,000 based on a $1.00 average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed third fiscal quarter.

 Number of shares outstanding of each of the issuer's classes of common stock on June 27, 2024: Common Stock: 36,505,000

 Page

 Item 1.

 Description of Business

 Item 1A.

 Risk Factors

 Item 2

 Description of Property

 Item 3.

 Legal Proceedings

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

 Management's Discussion and Analysis Of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions and Director Independent

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits

 SIGNATURES

 Item 1. Description of Business.

 Our Company

 This annual 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, including the risks in the section entitled "Risk 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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 In this annual 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 current report and unless otherwise indicated, the terms "we", "us", "our" and "Caro" mean Caro Holdings Inc., unless otherwise indicated.

 Our History

 Our company was incorporated on March 29, 2016 in the State of Nevada. We had been engaged in the subscription box business with our initial focus on offering sock subscriptions to our customers. Our subscription box was a package of a pair of socks that will be sent directly to a customer on a recurring basis. For example, a potential subscriber would subscribe to receive a pair of socks once a month for either a period of 6 months or 12 months. Our subscription sock boxes were 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. We are a small early-stage development company. To date, our company's activities have been limited to the sourcing of our advertising channels, initial branding efforts, and in our formation and the raising of equity capital. We have no revenues and have limited cash on hand. We have sustained losses since inception and have relied upon loans from directors and officers and the sale of our securities for funding. We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding

 Our Current Business

 We are 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.

 Our D2C system is a fully integrated 360 platform that allows marketing, analytics and e-commerce functionality wrapped around an industry-specific directory listing platform. The analytical data provides insight from multiple channels to facilitate successful marketing decisions based on a client's entire business performance.

 Based on these analytics, the system can immediately deploy personalization and optimization independently, and enhance understanding of how customer interactions vary across different regions. Furthermore, our infrastructure is designed to take advantage of growth opportunities with minimal additional costs.

 Since September 2022, the Company has been actively engaged in soliciting and identifying clients in across a broad spectrum of industries. It has also been engaged in several marketing activities to attract partners, clients and beta testers who are providing valuable feedback in order for us to ensure our system meets their needs and expectations.
 The Company is also looking to provide its marketplace platform to the pet care and spirit industries in the United States and the United Kingdom. The Company is also engaging in a full array of marketing activities including social media, attending trade shows and fairs, online conferences, and utilizing identified experts in affiliate marketing, pay-per-click, organic, search, engine, optimization, and social media marketing to promote D2C commerce.

 On December 29, 2022, the Company entered into a software license agreement with Noise Comms Ltd. for the acquisition of a Unified Communications Platform which enables multi-party communications between brands and consumers 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, 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.

 We are still a small early-stage development company with minimal revenues and limited cash on hand. We have sustained losses since inception and have relied upon loans from directors and officers and the sale of our securities for funding. We have never declared bankruptcy, been in receivership, or been involved in any kind of legal proceeding.

 Marketing, Advertising, and Promotion

 We believe that our systems will become one of our most important assets. Our ability to successfully create brand awareness is dependent upon our ability to address the changing needs and priorities of each brand's target customers. To that end, we plan to focus much of our marketing efforts to recruit partners. We will then apply our methodologies to better understand their customers and their needs and ensure we align our brand messages in the marketing, and the channels through which we deliver these messages, to the target customers.

 Revenue

 We have minimal reported revenue during our fiscal year 2024 ending on March 31, 2024, and had no revenue during our fiscal year 2023 ending on March 31, 2023.

 Inventory

 The Company does not currently have any inventory on hand.

 Government Regulation

 We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet and e-commerce. Existing and future laws and regulations may impede the growth of our Internet or e-commerce services. These regulations and laws may cover taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic contracts and other communications, consumer protection, the provision of e-commerce payment services, unencumbered Internet communications, consumer protection, the provision of e-commerce payment services, unencumbered Internet access to our services, the design and operation of websites and the characteristics and quality of products and services. It is not clear how certain existing laws governing issues such as property ownership, libel and personal privacy apply to the Internet and e-commerce. Unfavorable regulations and laws could diminish the demand for our products and services and increase our costs of doing business. In addition, we may be subject to international trade agreements, such as the North American Free Trade Agreement and the activities and regulations of the World Trade Organization. We believe that we are in conformity with all applicable laws in the United States and the Philippines. While we believe that our operations are in compliance with all applicable regulations, there can be no assurances that from time to time unintentional violations of such regulations will not occur.

 Cost and Effects of Compliance with Environmental Laws

 Compliance with federal, state and local provisions regulating the discharge of material into the environment or otherwise relating to the protection of the environment has not had a material effect upon our capital expenditures, earnings or competitive position. We believe the nature of our operations have little, if any, environmental impact. We therefore anticipate no material capital expenditures for environmental control facilities for our current fiscal year or for the near future. Our Employees We have no employees. Our sole officer and director furnishes their time to the development of our company at no cost. We do not foresee hiring any employees in the near future. We will engage independent contractors to help design and develop our website and marketing efforts.

 Acquisition Interest

 As part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the management of the opportunity.

 With respect to any merger or acquisition, and depending upon, among other things, the target company's assets and liabilities, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.

 We will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.

 As stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.

 Investment Company Act 1940

 Although we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to regulation under the Investment Company Act of 1940 (the "1940 Act") insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an investment company and incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences. We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.

 Intellectual Property

 We are currently engaged in developing our own proprietary intellectual property.

 Employees

 We presently have no full time executive, operational or clerical staff.

 Factors Effecting Future Performance

 Rather than an operating business, our goal is to obtain debt and/or equity financing to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders.

 Although there is no assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition or merger which will enable us to continue as a going concern. Any acquisition or merger will most likely be dilutive to our existing stockholders.

 WHERE YOU CAN FIND MORE INFORMATION

 You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available from the SEC website at www.sec.gov and on our corporate website at www.caroholdings.com.

 Item 1A. Risk Factors

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

 Item 1B. Unresolved Staff Comments

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

 Item 2. Properties

 Our principal business and corporate address is 7 Castle Street, Sheffield, UK, S3 8LT; our telephone number is +1 (786) 755 3210. We plan to find offices for our programmers, sales teams and executive team in the near future.

 Our corporate website is www.caroholdings.com.

 Item 3. Legal Proceedings

 We know of no material pending legal proceedings to which our company is a party or of which any of our properties, or the properties of our subsidiaries, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities. We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or has a material interest adverse to our company or our subsidiaries.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Our common stock is quoted on the OTC Markets Group, Inc. over-the-counter marketplace.

 Our shares are issued in registered form. ClearTrust, LLC, 16540 Pointe Village Drive, Suite 210, Lutz, Florida 33558 (Telephone: (813) 235-4490; Facsimile: (813) 388- 4549) is the registrar and transfer agent for our common shares.

 On June 27, 2024, the shareholders' list showed 34 registered shareholders with 36,505,000 shares of common stock outstanding.

 Dividend Policy

 There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend: 1. we would not be able to pay our debts as they become due in the usual course of business, or; 2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 Equity Compensation Plan Information

 We do not have any equity compensation plans.

 Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 We did not sell any equity securities which were not registered under the Securities Act during the year ended March 31, 2024 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended March 31, 2024.

 Purchase of Equity Securities by the Issuer and Affiliated Purchasers

 We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended March 31, 2024.

 Item 6. [Reserved ]

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual 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 annual report. Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 Results of Operations

 The following summary of our results of operations should be read in conjunction with our financial statements for the year ended March 31, 2024, which are included herein. Our operating results for the year ended March 31, 2024, for the year ended March 31, 2023 and the changes between those periods for the respective items are summarized as follows:

 Change

 Change

 2024

 2023

 Amount

 Percentage

 Revenue

 $

 $
 -

 $

 %

 Operating expenses

 309,404

 249,152

 60,252

 %

 Loss from operations

 (308,827
)

 (249,152
)

 (59,675
)

 %

 Other expenses

 (230,214
)

 (107,327
)

 (122,887
)

 %

 Net Loss

 $
 (539,041
)

 $
 (356,479
)

 $
 (182,562
)

 %

 Net loss increased from $356,479 for the year ended March 31, 2023 to $539,041 for the year ended March 31, 2024 due to the increase in operating expenses and other expenses.

 During the year ended March 31, 2024 we generated $577 in revenue. For the year ending March 31, 2023 we did not generate revenues.

 Operating expenses for the year ended March 31, 2024 consisted of audit and accounting fees, software development expense, legal fees, and consulting fees and website development expense. The increase in operating expenses was primarily a result of an increase in development activities, audit fees, legal fees and consulting fees.

 During the year ended March 31, 2024, the Company incurred other expenses of $230,214 as compared to $107,327 during the year ended March 31, 2023, mainly consist of debt issuance cost of $203,867 and $106,666, respectively.

 Liquidity and Financial Condition

 Working Capital (Deficiency)

 2024

 2023

 Current Assets

 $
 233,716

 $
 8,292

 Current Liabilities

 947,035

 391,054

 Working Capital (Deficiency)

 $
 (713,319
)

 $
 (382,762
)

 Cash Flows

 2024

 2023

 Cash used in Operating Activities

 $
 (244,810
)

 $
 (174,532
)

 Cash used in Investing Activities

 (42,954
)

 (6,000
)

 Cash provided by Financing Activities

 309,700

 186,976

 Effects on changes in foreign exchange rate

 (3,421
)

 (4,165
)

 Net changes in cash during period

 $
 18,515

 $
 2,279

 Our total current assets as of March 31, 2024 were as $233,716 compared to total current assets of $8,292 as of March 31, 2023. The increase was primarily due to an increase in deferred business acquisition cost, promissory note receivable and cash.

 Our total current liabilities as of March 31, 2024 were $947,035 as compared to total current liabilities of $391,054 as of March 31, 2023. The increase was mainly attributed by the increase in convertible notes, accrued interest payable and accounts payable and accrued liabilities.

 Working capital deficiency increased from $382,762 as of March 31, 2023 to $713,319 as of March 31, 2024 mainly due to the increase in convertible notes, accrued interest payable and accounts payable and accrued liabilities.

 The report of our auditors on our audited financial statements for the fiscal year ended March 31, 2024, contains a going concern qualification as we have suffered losses since our inception. We have no operating revenues. We have been dependent on sales of equity securities and debt financing to conduct operations. The Company's ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan.

 Operating Activities

 For the year ended March 31, 2024, net cash used in operating activities was $244,810 related to our net loss of $539,041, decreased by amortization of $9,214 and loss on convertible notes of $203,867 and net changes in operating assets and liabilities of $81,150.

 For the year ended March 31, 2023, net cash used in operating activities was $174,532, related to our net loss of $356,479, decreased by loss on convertible notes of $106,666 and net changes in operating and liabilities of $75,281.

 Investing Activities

 For the year ended March 31, 2024, net cash used in investing activities was $42,954 for loan advancements to unaffiliated companies.

 For the year ended March 31, 2023, net cash used in investing activities was $6,000 for loan advancement to an unaffiliated company.

 Financing Activities

 For the year ended March 31, 2024, net cash used in financing activities was $309,700 from proceeds from issuance of promissory note of $3,900 and proceeds from issuance of convertible notes of $305,800.

 For the year ended March 31, 2023, net cash used in financing activities was $186,976 from proceeds from issuance of promissory note of $2,500, proceeds from issuance of convertible notes of $160,000 and advancement from related party of $1,976.

 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

 Critical Accounting Policies and Significant Judgments and Estimates

 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the financial statements and reported amounts of income and expense during the reporting periods presented.

 Our critical estimates include revenue recognition and intangible assets. Although we believe that these estimates are reasonable, actual results could differ from those estimates given a change in conditions or assumptions that have been consistently applied. We also have other policies that we consider key accounting policies, such as our policy for revenue recognition, however, the application of these policies does not require us to make significant estimates or judgments that are difficult or subjective.

 The critical accounting policies used by management and the methodology for its estimates and assumptions are as follows:

 Convertible Financial Instruments

 We bifurcate conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

 When we have determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

 Item 7A. 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 8. Financial Statements and Supplementary Data

 CARO HOLDINGS, INC. FINANCIAL STATEMENTS

 INDEX TO FINANCIAL STATEMENTS

 Pages

 Report of Independent Registered Public Accounting Firm ( 5968)

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 Report of Independent Registered Public Accounting Firm

 The Board of Directors and Stockholders of
 CARO HOLDINGS, INC.

 Opinion on the Financial Statements
 We have audited the accompanying balance sheets of Caro Holdings, Inc (the 'Company') as of March 31, 2024, and 2023, and the related statements of operations, comprehensive loss, changes in stockholders' deficit and cash flows for each of the two years ended March 31, 2024, and 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years ended March 31, 2024, and 2023, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated deficit of $1,102,951, net loss of $ 539,041. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regards to these matters are also described in Note 2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion
 These 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.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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.

 Our audits 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 audits 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 audits provide a reasonable basis for our opinion.

 Critical Audit Matters
 Critical 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.

 /s/ Olayinka Oyebola
 OLAYINKA OYEBOLA & CO.
 (Chartered Accountants)
 Lagos, Nigeria
 We have served as the Company's auditor since 2024.
 June 28, 2024

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 ASSETS

 Current Assets

 Cash

 $
 20,794

 $
 2,279

 Prepaid expense

 -

 Other receivable

 -

 Promissory note receivable

 43,954

 6,000

 Convertible note receivable

 5,000

 -

 Interest receivable

 1,959

 Deferred business acquisition cost

 161,895

 -

 Total Current Assets

 233,716

 8,292

 Software, net

 248,786

 258,000

 TOTAL ASSETS

 $
 482,502

 $
 266,292

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities

 Accounts payable and accrued liabilities

 $
 81,559

 $
 40,476

 Accrued interest payable

 37,884

 5,290

 Due to related parties

 63,360

 53,622

 Promissory notes payable

 28,900

 25,000

 Convertible notes payable

 735,332

 266,666

 Total Current Liabilities

 947,035

 391,054

 TOTAL LIABILITIES

 947,035

 391,054

 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. 36,505,000 shares and 60,000,000 shares issued and outstanding, respectively

 Additional paid in capital

 645,958

 442,828

 Accumulated deficit

 ( 1,102,951
)

 ( 563,910
)

 Accumulated other comprehensive loss

 ( 7,905
)

 ( 4,280
)

 Total Stockholders' Deficit

 ( 464,533
)

 ( 124,762
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 482,502

 $
 266,292

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

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 For the Year Ended

 2024

 2023

 Revenues

 $

 $
 -

 Operating Expenses

 General and administration

 $
 17,082

 $
 7,710

 Professional fees

 134,041

 119,491

 Management consulting fees - related party

 18,774

 18,950

 Amortization

 9,214

 -

 Software and website development

 130,293

 103,001

 Total operating expenses

 309,404

 249,152

 Loss from operations

 ( 308,827
)

 ( 249,152
)

 Other income (expense)

 Interest expense

 ( 236,458
)

 ( 111,956
)

 Interest income

 1,946

 Foreign exchange gain

 4,298

 4,616

 Total other expense

 ( 230,214
)

 ( 107,327
)

 Net loss before taxes

)

 ( 356,479
)

 Provision for income taxes

 -

 -

 Net loss

 $
)

 $
 ( 356,479
)

 Other comprehensive loss

 ( 3,625
)

 ( 4,280
)

 Comprehensive Loss

 ( 542,666
)

 ( 360,759
)

 Net Loss Per Common Share – Basic and Diluted

 $
 ( 0.01
)

 $
 ( 0.01
)

 Weighted Average Common Shares Outstanding

 40,829,575

 44,493,151

 The accompanying notes are an integral part of these consolidated financial statements

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
 FOR THE YEAR ENDED MARCH 31, 2024 AND 2023

 Accumulated

 Common Stock

 Additional

 Other

 Total

 Number of Shares

 Amount

 Paid in
 Capital

 Accumulated
 Deficit

 Comprehensive
 Loss

 Stockholder's
 Deficit

 Balance - March 31, 2023

 60,000,000

 $

 $
 442,828

 $
 ( 563,910
)

 $
 ( 4,280
)

 $
 ( 124,762
)

 Cancellation of common stock from related party

 ( 36,865,000
)

 ( 369
)

 -

 -

 -

 Issuance of common stock for conversion of convertible note

 600,000

 29,994

 -

 -

 30,000

 Issuance of common stock for conversion of convertible note

 220,000

 10,998

 -

 -

 11,000

 Issuance of common stock for deferred business acquisition cost

 12,550,000

 161,769

 -

 -

 161,895

 Other comprehensive loss

 -

 -

 -

 -

 ( 3,625
)

 ( 3,625
)

 Net loss

 -

 -

 -

)

 -

)

 Balance - March 31, 2024

 36,505,000

 $

 $
 645,958

 $
 ( 1,102,951
)

 $
 ( 7,905
)

 $
 ( 464,533
)

 The accompanying notes are an integral part of these consolidated financial statements

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Year Ended

 2024

 2023

 Cash Flows from Operating Activities:

 Net loss

 $
)

 $
 ( 356,479
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Amortization

 9,214

 -

 Loss on convertible notes

 203,867

 106,666

 Changes in operating assets and liabilities:

 Interest receivable

 ( 1,946
)

 ( 13
)

 Other receivable

 ( 7
)

 -

 Prepaid expenses

 ( 105
)

 -

 Accounts payable and accrued liabilities

 39,721

 70,004

 Accrued interest payable

 32,594

 5,290

 Management salary payable

 10,893

 -

 Net Cash Used in Operating Activities

 ( 244,810
)

 ( 174,532
)

 Cash Flows from Investing Activities:

 Advancement on convertible loan receivable

 ( 5,000
)

 -

 Payment from promissory loan receivable

 3,100

 -

 Advancement on promissory loan receivable

 ( 41,054
)

 ( 6,000
)

 Net Cash Used in Investing Activities

 ( 42,954
)

 ( 6,000
)

 Cash Flows from Financing Activities:

 Proceeds from issuance of promissory note

 3,900

 25,000

 Proceeds from issuance of convertible notes

 305,800

 160,000

 Advancement from related party

 -

 1,976

 Net Cash Provided by Financing Activities

 309,700

 186,976

 Effects on changes in foreign exchange rate

 ( 3,421
)

 ( 4,165
)

 Net Changes in Cash

 18,515

 2,279

 Cash, beginning of period

 2,279

 -

 Cash, end of period

 $
 20,794

 $
 2,279

 Supplemental Disclosure Information:

 Cash paid for interest

 $
 -

 $
 -

 Cash paid for taxes

 $
 -

 $
 -

 Non-Cash Investing and Financing Activities:

 Operating expenses paid by related parties

 $
 -

 $
 50,345

 Issuance of common stock for acquisition of software from related party

 $
 -

 $
 258,000

 Cancellation of common stock from related party

 $

 $
 -

 Issuance of common stock for conversion of convertible note

 $
 41,000

 $
 -

 Issuance of common stock for deferred business acquisition cost

 $
 161,895

 $
 -

 The accompanying notes are an integral part of these consolidated financial statements

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2024

 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 Caro 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.

 Effective 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.

 Mr. 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.

 Effective 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.

 Prior 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.

 The 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.

 NOTE 2 – GOING CONCERN UNCERTAINTY

 As reflected in the accompanying financial statements, the Company has an accumulated deficit of $ 1,102,951, and a net loss of $ 539,041 for the year ended March 31, 2024. The Company started to generate revenues of $ 577 during the six months ended March 31, 2024. 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.

 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 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The 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.

 Basis of Consolidation

 These unaudited interim 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.

 Foreign Currency Translations

 The 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:

 1)

 Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.

 2)

 Equity at historical rates.

 3)

 Revenue and expense items at the average rate of exchange prevailing during the period.

 Adjustments 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.

 Year
 Ended

 2024

 2023

 Spot GBP: USD exchange rate

 1.2630

 1.2359

 Average GBP: USD exchange rate

 1.2571

 1.1956

 Use of Estimates

 The 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.

 Revenue Recognition

 The Company recognizes revenue from the sale of products and services in accordance with ASC 606, " Revenue Recognition " following the five steps procedure:

 Step 1: Identify the contract(s) with customers
 Step 2: Identify the performance obligations in the contract
 Step 3: Determine the transaction price
 Step 4: Allocate the transaction price to performance obligations
 Step 5: Recognize revenue when the entity satisfies a performance obligation

 The Company's revenue derives from monthly fee from online ecommerce service where users can sign up and setup their own online shops.

 Intangible Assets

 The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 "Intangibles-Goodwill and Other."

 ASC 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.

 The 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)

 Related Parties

 We follow ASC 850, "Related Party Disclosures", for the identification of related parties and disclosure of related party transactions. (Note 10)

 Fair Value of Financial Instruments

 The 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.

 The 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.

 ASC 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:

 Level 1 -

 quoted prices in active markets for identical assets or liabilities

 Level 2 -

 quoted prices for similar assets and liabilities in active markets or inputs that are observable

 Level 3 -

 inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

 Convertible Note

 The 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.

 Software Development

 The 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.

 As of March 31, 2024, purchased software of $ 258,000 was capitalized and none of the costs associated with software development met the criteria for capitalization. During the year ended March 31, 2024 and 2023, the Company incurred $ 128,618 and $ 96,424 software development cost, respectively.

 Web Development Cost

 In 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. During the year ended March 31, 2024 and 2023, the Company incurred $ 1,675 and $ 6,577 web development cost, respectively.

 Net Income (Loss) per Share

 The 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.

 For the year ended March 31, 2024 and 2023, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

 2024

 2023

 (Shares)

 (Shares)

 Convertible notes payable

 735,332

 266,667

 735,332

 266,667

 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.

 NOTE 4 – DEFERRED BUSINESS ACQUISITION COST

 On 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.

 On 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:

 Upon 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.

 Upon 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.

 Upon 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.

 As of March 31, 2024, the business acquisition has not been completed. The acquisition is expected to be completed during the 2 nd quarter of fiscal year 2024 (three months ended September 30, 2024).

 NOTE 5 – INTANGIBLE ASSETS PURCHASE

 On 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.

 The software is amortized over estimated useful life of seven years following launch of the service planned during the 4th quarter of fiscal year 2023 (three months ended March 31, 2024). During the year ended March 31, 2024, the amortization expense was $ 9,214. As of March 31, 2024, the intangible asset was $ 248,786. Based on the carrying value of finite-lived intangible assets as of March 31, 2024, the amortization expense for the next seven years will be as follows:

 Amortization

 Year Ended March 31,

 Expense

 2025

 $

 2026

 2027

 2028

 2029

 Thereafter

 64,500

 $
 248,786

 NOTE 6 – PROMISSORY NOTE RECEIVABLE

 On 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, 2024 and March 31, 2023, the loan receivable was $ 11,000 and $ 6,000, respectively. As of March 31, 2024 and March 31, 2023, the loan interest receivable was $ 846 and $ 13, respectively.

 On June 1, 2023, the Company signed an agreement with an unaffiliated company for a loan receivable amount of up to $ 5,000. The loan bears interest at 8 % per annum and has a six month term. During the year ended March 31, 2024, the Company issued $ 6,554 in loan receivable to the unaffiliate and made $ 3,100 repayment. As of March 31, 2024 and March 31, 2023, the loan receivable was $ 3,454 and $ 0, respectively. As of March 31, 2024 and March 31, 2023, the loan interest receivable was $ 221 and $ 0, respectively.

 On 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. As of March 31, 2024 and March 31, 2023, the loan receivable was $ 20,000 and $ 0, respectively. As of March 31, 2024 and March 31, 2023, the loan interest receivable was $ 872 and $ 0, respectively.

 On 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, 2024 and March 31, 2023, the loan receivable was $ 9,500 and $ 0, respectively.

 As of March 31, 2024 and March 31, 2023, the total loan receivable was $ 43,954 and $ 6,000, respectively. As of March 31, 2024 and March 31, 2023, total loan interest receivable was $ 1,959 and $ 13, respectively.

 NOTE 7 – CONVERTIBLE NOTE RECEIVABLE

 On 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, 2024 and March 31, 2023, the total loan receivable was $ 5,000 and $ 0, respectively. As of March 31, 2024 and March 31, 2023, the loan interest receivable was $ 19 and $ 0, respectively.

 NOTE 8 – PROMISSORY NOTES PAYABLE

 On 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.

 On 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.

 As of March 31, 2024 and March 31, 2023, the promissory note payable was $ 28,900 and $ 25,000, respectively. As of March 31, 2024 and March 31, 2023, the accrued interest payable was $ 3,251 and 948, respectively.

 NOTE 9 – CONVERTIBLE NOTES PAYABLE

 As of March 31, 2024 and March 31, 2023, the total principal balance of the convertible notes payable was $ 735,332 and $ 266,666, respectively.

 On October 13, 2022, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 20,000. The convertible promissory note bears interest at 10 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's' stock during the previous 15 trading days prior to conversion. Debt premium of $ 13,333 was recognized as a loss on convertible note and charged to interest expense. During the year ended March 31, 2024, principal amount of $ 1,000 was converted to 20,000 shares of common stock. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $ 32,333.

 On November 8, 2022, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 70,000. The convertible promissory note bears interest at 8 % per annum and matures one year from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 46,667 was recognized as a loss on convertible note and charged to interest expense. During the year ended March 31, 2024, principal amount of $ 30,000 was converted to 600,000 shares of common stock. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $ 86,667 and $ 116,667, respectively.

 On November 19, 2022, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 20,000. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 13,333 was recognized as a loss on convertible note and charged to interest expense. During the year ended March 31, 2024, principal amount of $ 10,000 was converted to 200,000 shares of common stock. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $ 33,333 and $ 23,333, respectively.

 On February 22, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 50,000. The convertible promissory note bears interest at 8 % per annum and matures one year from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 33,333 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $ 83,333.

 On April 19, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 30,000. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 20,000 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $ 50,000 and $ 0, respectively.

 On May 22, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 20,000. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 13,333 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $ 33,333 and $ 0, respectively.

 On July 10, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 50,000. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 33,333 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31,2023, the balance of the convertible note was $ 83,333 and $ 0, respectively.

 On July 14, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 25,000. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 16,667 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31,2023, the balance of the convertible note was $ 41,667 and $ 0, respectively.

 On August 15, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 23,000. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 15,333 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31,2023, the balance of the convertible note was $ 38,333 and $ 0, respectively.

 On September 6, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 50,000. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 33,333 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31,2023, the balance of the convertible note was $ 83,333 and $ 0, respectively.

 On November 10, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 17,300. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 11,533 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31,2023, the balance of the convertible note was $ 28,833 and $ 0, respectively.

 On November 22, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 20,000 The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 13,333 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31,2023, the balance of the convertible note was $ 33,333 and $ 0, respectively.

 On December 8, 2023, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 20,000. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 13,333 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $ 33,333 and $ 0, respectively.

 On February 6, 2024, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 24,000. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 16,000 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $ 40,000 and $ 0, respectively.

 On March 8, 2024, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 6,500. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 4,333 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $ 10,833 and $ 0, respectively.

 On March 25, 2024, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 20,000. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion. Debt premium of $ 13,333 was recognized as a loss on convertible note and charged to interest expense. As of March 31, 2024 and March 31, 2023, the balance of the convertible note was $ 33,333 and $ 0, respectively.

 Accrued interest on convertible notes

 During the year ended March 31, 2024 and 2023, interest expense of $ 236,458 (including $ 203,867 loss on convertible notes charged to interest expense as described above) and $ 111,956 (including $ 106,666 loss on convertible notes charged to interest expense as described above) was incurred on convertible notes, respectively. As of March 31, 2024 and March 31, 2023, accrued interest payable on convertible notes was $ 34,633 and $ 4,342, respectively.

 NOTE 10 – RELATED PARTY TRANSACTIONS

 On January 9, 2023, the Company issued 20,000,000 shares of common stock to Noise Comms Ltd., a corporation controlled by the director and COO of the Company, for the acquisition of software valued at $ 258,000. (Note 4)

 During the year ended March 31, 2024 and 2023, the director and Chief Executive Officer ("CEO") of the Company paid $ 0 and $ 50,345 on behalf of the Company for business operation purposes, respectively. On August 4, 2023, the Company cancelled 36,865,000 shares of common stock previously held by the director and CEO of the Company.

 During the year ended March 31, 2024 and 2023, the Company incurred $ 18,774 and $ 18,950 management consulting fees to the director and Chief Operating Officer ("COO") of the Company. As of March 31, 2024 and March 31, 2023, the management consulting fee payable to the director and COO of the Company was $ 10,944 and $ 1,250, respectively.

 As of March 31, 2024 and March 31, 2023, there was $ 63,360 and $ 53,622 due to the current directors of the Company, respectively.

 NOTE 11 – EQUITY

 Authorized Stock

 The Company's authorized common stock consists of 75,000,000 shares at $ 0.00001 par value.

 Common Stock

 On January 9, 2023, the Company issued 20,000,000 shares of common stock to Noise Comms Ltd., a corporation controlled by the director and COO of the Company, for the acquisition of software valued at $ 258,000. (Note 4 & 7)

 On July 31, 2023, the Company issued 600,000 shares of common stock for the partial repayment on a convertible note of $ 30,000.

 On August 4, 2023, the Company cancelled 36,865,000 shares of common stock previously held by the former director and CEO of the Company.

 On October 31, 2023, the Company issued 20,000 shares of common stock for the partial repayment on a convertible note of $ 1,000.

 On November 1, 2023, the Company issued 200,000 shares of common stock for the partial repayment on a convertible note of $ 10,000.

 On November 17, 2023, the Company issued into escrow 12,550,000 shares of common stock for acquisition of a non-affiliated corporation in which the acquiree will become wholly owned subsidiary of the Company. (Note 4)

 As of March 31, 2024 and March 31, 2023, the issued and outstanding common stock was 36,505,000 and 60,000,000 shares, respectively.

 NOTE 12 – INCOME TAXES

 The 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.

 The 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, 2024 and 2023, are as follows:

 2024

 2023

 Net operating loss carryforward

 $
 ( 1,102,951
)

 $
 ( 563,910
)

 Tax Rate

 %

 %

 Deferred tax asset

 ( 231,620
)

 ( 118,421
)

 Less: Valuation allowance

 231,620

 118,421

 Deferred tax asset

 $
 -

 $
 -

 As of March 31, 2024, the Company had approximately $ 1,100,000 in net operating losses ("NOLs") that may be available to offset future taxable income, which begin to expire between 2036 and 2038. 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 2024 are subject to review by the tax authorities.

 NOTE 13 – SUBSEQUENT EVENTS

 In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the March 31, 2024 to the date these financial statements were issued and has determined that it has the following material subsequent events:

 On May 27, 2024, the Company entered into an agreement to issue a convertible promissory note to an unaffiliate for an amount of $ 10,000. The convertible promissory note bears interest at 8 % per annum and matures six months from the issuance date. The conversion price is 60% of the average VWAP of the Company's stock during the previous 15 trading days prior to conversion.

 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

 Not applicable.

 Item 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.

 The evaluation of our disclosure controls by our principal executive officer included a review of the controls' objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our chief executive officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as of March 31, 2024 and 2023 were ineffective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There have been no material changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting during the years ended March 31, 2024 and 2023.

 Mana g ement's Annual Report on Internal Control Over Financial Reporting

 Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Management's assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the year ended March 31, 2024. We believe that internal control over financial reporting is not effective. We have identified current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations. The Company has inadequate segregation of duties and ineffective risk assessment, 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. This is caused by a very limited number of personnel.

 This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

 Changes in Internal Control Financial Reporting

 There was no change in our internal control over financial reporting that occurred during the fiscal year ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B. Other Information.

 Not applicable.

 Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company Directors and Executive Officers

 The following table sets forth the names, ages, and positions with us for each of our directors and officers as of June 27, 2024:

 Name

 Age

 Position

 Since

 Christopher McEachnie (1)

 Director, President, Chief Executive Officer, and Treasurer

 April 2022

 Christopher McEachnie (1)

 Director, Chief Executive Officer

 September 2022

 Meriesha Rennalls

 Chief Operating Officer, President, Director and Secretary

 September 2022

 (1) Christopher McEachnie resigned as President, CFO and Treasurer September 21, 2022.

 Christopher McEachnie – Mr. McEachnie grew up in West Vancouver with his older brothers. At the age of 19 he moved to Whistler BC and started a successful ski tuning company called Midnights Edge while working summers at Whistler Woodcraft Ltd. He ventured in real estate investment eventually purchasing several homes in Whistler Squamish and North Vancouver. Still based out of western Canada, Mr. McEachnie now runs a successful roofing company that installs commercial and residential roofs across the region. He also runs social media platform Umiie World Inc. which is a project he began working on several years ago.

 Meriesha Rennalls – For the past 3 years, Ms. Rennalls has been acting as a COO for a telecom company, handling operations, client care and providing engineering support. She is an experienced product and project manager, familiar with the full suite of products in Unified Communications. She is an experienced operational telecom executive with broad based perspective gained from more than 15 years in the field, working with telephony carriers such KCOM, Verizon, Bandwidth and BT/Openreach.

 Audit Committee

 The Company does not presently have an Audit Committee and the entire Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint an Audit Committee.

 In lieu of an Audit Committee the Board is empowered to make such examinations as are necessary to monitor the corporate financial reporting and the external audits of the Company, to provide to the Board of Directors (the "Board") the results of its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made, in internal control, to nominate independent auditors, and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention.

 Compensation Committee

 The Company does not presently have a Compensation Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee.

 The Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Company, including stock compensation, and bonus compensation to all employees.

 Nominating Committee

 The Company does not have a Nominating Committee and the Board acts in such capacity.

 Code of Conduct and Ethics

 Our board of directors has adopted a code of business conduct and ethics applicable to our directors, officers and employees, in accordance with applicable federal securities laws and the FINRA Rules.

 Indemnification of Executive Officers and Directors

 Our articles provide to the fullest extent permitted by Nevada law, that our directors or officers shall not be personally liable to the Company or our stockholders for damages for breach of such directors or officers fiduciary duty. The effect of this provision of our articles is to eliminate our rights and the rights of our stockholders (through stockholders' derivative suits on behalf of the Company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our articles are necessary to attract and retain qualified persons as directors and officers.

 Nevada corporate law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.

 Item 11. Executive Compensation

 Executive compensation during the years ended March 31, 2024 and 2023 was as follows:

 Non-
 Equity
 Incentive

 Change in
 Pension
 Value and
 Nonqualified
 Deferred

 All

 Stock

 Option

 Plan

 Compensation

 Other

 Salary

 Bonus

 Awards

 Awards

 Compensation

 Earnings

 Compensation

 Total

 Name and Principal Position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Christopher McEachnie (1) President

 2023

 -

 -

 -

 -

 -

 -

 -

 -

 CEO, CFO, Treasurer and Director

 2024

 -

 -

 -

 -

 -

 -

 -

 -

 Meriesha Rennalls, President

 2023

 -

 -

 -

 -

 -

 -

 -

 -

 COO, Secretary and Director

 2023

 -

 -

 -

 -

 -

 -

 -

 (1) On September 21, 2022, Christopher McEachnie resigned his position as President, CFO and Treasurer of the Company. Upon resignation, Meriesha Rennalls was appointed as President, COO, Director and Secretary.

 Employment Agreement

 We do not have any employment agreements with our officers.

 Stock Option Plan

 We do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities.

 Employee Pension, Profit Sharing or other Retirement Plans

 We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

 Director's Compensation

 At present we do not pay our directors for attending meetings of our Board of Directors, although we expect to adopt a director compensation policy by the end of the current year.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The following table sets forth as of June 27, 2024 the number and percentage of the outstanding shares of common stock, which, according to the information available to us, were beneficially owned by:

 (i)

 each person who is currently a director,

 (ii)

 each executive officer,

 (iii)

 all current directors and executive officers as a group, and

 (iv)

 each person who is known by us to own beneficially more than 5% of our outstanding common stock.

 Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

 Name and Address of Beneficial Owner

 Number of Common
 Shares Beneficial Owned

 Percent of Class

 Noise Comms Limited (1)
 32 Eyre Street, Sheffield, UK S3 8LT

 19,349,000

 53.00
 %

 Gentleman's Craft Management Trust
 30 N Gould St, Ste R, Sheridan WY 82801

 12,500,000

 34.24
 %

 31,849,000

 87.24
 %

 (1)

 The COO and Director of the Company is the sole shareholder, COO and director of Noise Comms Ltd.

 Item 13. Certain Relationships and Related Transactions Employee Benefit Plans

 We have no employee benefit plans or stock option plans.

 Item 14. Principal Accountant Fees and Services.

 On May 13, 2024, the Company's Board of Directors formally dismissed BF Borgers as the Company's independent registered public accounting firm. On May 3, 2024, the Securities and Exchange Commission (the "SEC") permanently suspended BF Borgers CPA PC ("BF Borgers") from appearing or practicing before the SEC as an accountant. The reports of BF Borgers on the Company's consolidated financial statements as of and for the fiscal year ended March 31, 2023, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to the Company's ability to continue as a going concern. During the fiscal year ended March 31, 2023 through May 13, 2024, there were no "disagreements" with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years. During the fiscal years ended March 31, 2023 through May 13, 2024, there have been no "reportable events" (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses in its internal control over financial reporting as disclosed in the Company's Annual Report.

 On May 14, 2024, the Company engaged Olayinka Oyebola & Co ("OO & Co.") as its new independent registered public accounting firm to audit and review the Company's financial statements.

 The aggregate fees billed for the most recently completed fiscal year ended March 31, 2024 and for fiscal year ended March 31, 2023 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 BF Borgers CPA PC

 2024

 2023

 Audit Fees

 $
 29,150

 $
 49,525

 Audit Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total

 $
 29,150

 $
 49,525

 Olayinka Oyebola & Co, Chartered Accountants

 2024

 2023

 Audit Fees

 $
 10,000

 $
 10,000

 Audit Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total

 $
 10,000

 $
 10,000

 Pre-Approval Policy

 Our Board as a whole pre-approved all services provided by accountants, for any non-audit or non-audit related services and the Board must conclude that such services are compatible with their independence as our auditors.

 Item 15. Exhibits.

 EXHIBITS:

 Exhibit Number

 Description of Exhibits

 31.1

 Certification by the Principal Executive Officer

 32.1

 Certification by the Principal Executive Officer

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized on the 1 st day of July 2024.

 By:
 /s/ Christopher McEachnie

 Christopher McEachnie (Principal Executive Officer, Director)

 In accordance with the requirements of the Securities and Exchange Act of 1934, this amended report has been signed by the following persons on behalf of the Registrant and in the capacities indicated and on the dates stated.

 /s/ Christopher McEachnie

 Dated: July 1, 2024

 Chrstopher McEachnie Principal Executive Officer, Director