ITEM 5.01 Changes in Control of Registrant.
This Form 8-K is intended to update the events disclosed on April 28, 2022 in a
prior Form 8-K, specifically to amend and update events regarding the
transaction between Christopher McEachnie and Rozh Caroro, the current and prior
majority controlling shareholders, respectively. In addition, this Form 8-K
reports on new events which have transpired since the initial Form 8-K was filed
on or about April 28, 2022.
Attached hereto at Exhibit 1.0 is a true and correct copy of the stock purchase
agreement between them. On April 28, 2022 Christopher McEachnie purchased
36,795,000 shares of Caro Holdings, Inc. from Rozh Caroro for $475,000
USD.However, Rozh Caroro was only able to deliver 4,500,000 shares to McEachnie
at that time.
While the 4.5 million shares would have constituted 58% of the common shares,
Rozh Caroro, previously was issued 32,295,000 shares of common stock pursuant to
a treasury order dated January 31, 2022 pursuant to a debt settlement dated
January 31, 2022 for debts in the amount of $135,378 USD settled at a cost basis
of $0.0042 cents per share in a corporate resolution dated February 1, 2022.
The Treasury Order, Debt Settlement and Corporate Resolution are attached hereto
as Exhibits 1.1, 1.2 and 1.3 respectively.
Rozh Caroro was until recently only able to deliver the 4.5 million shares to
McEachnie due to the location of her domicile in the Philippines, but has, as of
October 10, 2022, has returned to the Company's transfer agent stock powers to
transfer the remaining 32,295,000 shares to McEachnie as per the April 28, 2022
stock purchase agreement between them.
In conjunction with this transaction Rozh Caroro appointed Chris McEachnie as
sole officer and director and resigned on or about April 25 and April 28, 2022.
True and correct copies of this appointment and resignation are included
herewith at Exhibits 1.5 and 1.6 respectively.
ITEM 5.01 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On or about September 9, 2022 the Board of Directors convened a meeting to
terminate the appointment of Warren Walsh as the Company's COO and CTO and any
other positions, as well as naming Meriesha Rennalls to the Board of Directors
and to act as the Company's Secretary and Treasurer. A copy of this Corporate
Resolution is attached hereto at Exhibit 1.4
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits -
1.0 Stock Purchase Agreement;
1.1 Treasury Order;
1.2 Debt Settlement;
1.3 Corporate Resolution;
1.4 Corporate Resolution;
1.5 Appointment; and
1.6 Resignation.
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