Onar Holding Corp
For the period ended Mar 31, 2025. Filed Jun 25, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Jun 25, 2025
ONARStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-12-20.
0001477932-24-008245
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-06-25.
0001477932-25-004801
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 54 previous paragraphs and 44 current paragraphs.
27 unchanged; 17 reworded; 0 added; 9 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Removed paragraphs (9)
Previous report
For the Nine months Ended September 30, 2024, compared to the Nine months Ended September 30, 2023
Previous report
We had revenue of $2.2 million for the nine months ended September 30, 2024, compared to revenue of $2.2 million for the nine months ended September 30, 2023, a decrease of $37,900 or 2% from the prior period. Our revenues from our marketing business declined during the period, which was offset by the acquisition of Reliant Holdings during the third quarter of 2024. Declines in our core marketing business were the result of select clients no longer being serviced by the Company in favor of seeking more profitable clients.
Previous report
We had cost of goods sold of $1.5 million for the nine months ended September 30, 2024, compared to cost of goods sold of $1.7 million for the nine months ended September 30, 2023, a decrease of $229,365 or 13% from the prior period. The decline was largely the result of decreases in workflow during the period and corresponds to the decrease in revenue.
Previous report
We had operating expenses of $1.9 million for the nine months ended September 30, 2024, compared to operating expenses of $1.2 million for the nine months ended September 30, 2023. The increase was the result of management’s continued efforts to reduce overhead through the strategic reduction of costs during the period but was offset by the impairment of certain accounts receivable due from affiliated entities whose financial condition deteriorated during the period which resulted in collection of the balance being in doubt.
Previous report
We had merger and transaction related expenses of $281,525 for the nine months ended September 30, 2024 and compared to $85,827 for the nine months ended September 30, 2023. This increase is the result of additional costs incurred for the acquisition of Reliant Holdings during the period as well as the investigation of other potential acquisitions none of which resulted in any binding commitments.
Previous report
Review of Strategic Alternatives
Previous report
The costs and expenses of our public reporting obligations are material, and materially affect our quarterly results of operations and profitability. As a result, the Company has initiated a formal review process to evaluate strategic alternatives for the Company. Mr. Zdanow, as sole officer and director, is committed to acting in the best interests of the Company, its stockholders and its stakeholders.
Previous report
In the future, we or our majority stockholders (including Claude Zdanow, our sole officer and director and Michael Chavez, a significant shareholder of the Company), may enter into transactions with parties seeking to merge and/or acquire us and/or our operations. While we have not entered into any definitive binding acquisition agreements with any such parties to date, in the event that we do enter into such a definitive binding transaction or transactions in the future, our majority stockholders will likely change and new shares of common stock or preferred stock could be issued resulting in substantial dilution to our then current stockholders. As a result, our new majority stockholders may change the composition of our Board of Directors (currently consisting solely of Mr. Zdanow) and replace our current management. Any future transaction may also result in a change in our business focus. We have not entered into any definitive acquisition agreements relating to any strategic transaction involving the Company as of the date of this filing and may not enter into such agreements in the future. Any future strategic transaction involving the Company or its operations may have a material effect on our operations, cash flows, results of operations, prospects, plan of operations, the quotation of our common stock on the OTCQB Market, our officers, directors and majority stockholders, and ultimately the value of our securities.
Previous report
There is no deadline or definitive timetable set for completion of the strategic alternatives review process and there can be no assurance that this process will result in the Company pursuing a transaction or any other strategic outcome. The Company does not intend to make any further public comment regarding the review of strategic alternatives until it has been completed or the Company determines that a disclosure is required by law or otherwise deemed appropriate.
Reworded paragraphs (17)
Previous wording
You should read the matters described in “Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
Current wording
You should read the matters described in “Risk Factors” and the other cautionary statements made in this Report, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
Previous wording
This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 18, 2024 (the “Annual Report”).
Current wording
This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K/A for the year ended December 31, 2024, filed with the Securities and Exchange Commission on May 5, 2025 (the “Annual Report”).
Previous wording
Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Reliant”, “Reliant Holdings” and “Reliant Holdings, Inc.” refer specifically to Reliant Holdings, Inc. and its consolidated subsidiaries.
Current wording
Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “ONAR”, “ONAR Holding” and “ONAR Holding Corporation” refer specifically to ONAR Holding Corporation and its consolidated subsidiaries.
Previous wording
We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us athttp://www.sec.gov (our filings can be found athttps://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001682265). Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is https://www.reliantholdingsinc.com. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.
Current wording
We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us athttp://www.sec.gov (our filings can be found athttps://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001682265). Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is https://www.onar.com. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.
Previous wording
Our principal executive offices are located at 8605 Santa Monica Boulevard, PMB 36522, Los Angeles, CA 90069, and our telephone number is (213) 437-3081.
Current wording
Our principal executive offices are located at 990 Biscayne Blvd, 5th floor, Miami, FL8605 8605 Santa Monica Boulevard, PMB 36522, Los Angeles, CA 9006933132, and our telephone number is (213) 437-3081.
Previous wording
On July 25, 2024, we acquired HLDCO, LLC and its wholly owned subsidiary, Integrum Group, LLC, which is currently undergoing a name change and rebranding (“ONAR”). ONAR, a leading marketing agency group, brings extensive expertise and a dynamic business model that will help enhance our market value. ONAR provides a host of services specifically focused on middle-market companies that need the flexibility of both specialized and holistic marketing services. ONAR currently operates three wholly owned and highly specialized marketing agencies: Storia, an artificial intelligence-enabled digital performance marketing agency; VMED, a healthcare marketing agency; and Chalk, an experiential marketing agency.
Current wording
On July 25, 2024, Reliant Holdings acquired HLDCO, LLC and its wholly owned subsidiary, Integrum Group, LLC, which was subsequently renamed and rebranded as ONAR (“ONAR”). Due to the relative significant of HLDCO, LLC, we account for this acquisition as a reverse acquisition. ONAR is a leading marketing agency group that provides a host of services specifically focused on middle-market companies that need the flexibility of both specialized and holistic marketing services. ONAR currently operates three wholly owned and highly specialized marketing agencies: Storia, an artificial intelligence-enabled digital performance marketing agency; VMED, a healthcare marketing agency; and Chalk, an experiential marketing agency.
Previous wording
We had working capital deficit of $3.5 million as of September 30, 2024. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company. Our plan for the next twelve months is to continue using the same marketing and management strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically or through acquisitions as funding and opportunities arise. We plan to raise additional required funding through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, the Company may be unable to continue to operate and may need to wind down operations.
Current wording
We had working capital deficit of $4.8 million as of March 31, 2025. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company. Our plan for the next twelve months is to continue using the same marketing and management strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically or through acquisitions as funding and opportunities arise. We plan to raise additional required funding through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, the Company may be unable to continue to operate and may need to wind down operations.
Previous wording
We had revenue of $898,797 for the three months ended September 30, 2024, compared to revenue of $668,432 for the three months ended September 30, 2023, an increase of $230,365 or 34% from the prior period. The increase in revenues was primarily due to drive by the acquisition of Reliant Holdings and its related pool business.
Current wording
We had revenue of $1,072,595 for the three months ended March 31, 2025, compared to revenue of $600,542 for the three months ended March 31, 2024, an increase of $472,053 or 79% from the prior period. The increase in revenues was primarily due to the acquisition of Reliant Holdings and its related pool business.
Previous wording
We had cost of goods sold of $679,891 for the three months ended September 30, 2024, compared to cost of goods sold of $360,613 for the three months ended September 30, 2023, an increase of $319,278 or 89% from the prior period. This increase is primarily due to the acquisition of Reliant Holdings during the period.
Current wording
We had cost of revenues of $877,676 for the three months ended March 31, 2025, compared to cost of revenues of $478,850 for the three months ended March 31, 2024, an increase of $398,826 or 83% from the prior period. This increase is primarily due to the acquisition of Reliant Holdings during the period.
Previous wording
We had operating expenses of $1.1 million for the three months ended September 30, 2024, compared to operating expenses of $536,581 for the three months ended September 30, 2023, representing an increase of $552,987 or 103%. This increase was related to costs of compliance related to our acquisition of Reliant Holdings and the impairment of certain accounts receivable due from affiliated entities whose financial condition deteriorated during the period which resulted in collection of the balance being in doubt.
Current wording
We had operating expenses of $1,144,822 for the three months ended March 31, 2025, compared to operating expenses of $383,690 for the three months ended March 31, 2024, representing an increase of $761,132 or 198%. This increase was related to costs of compliance as a result of our acquisition of Reliant Holdings and the accompanying public company reporting obligations.
Previous wording
We had interest expense of $153,409 for the three months ended September 30, 2024, compared to interest expense of $36,300 for the three months ended September 30, 2023, due to interest costs in connection with new loans during 2024 to fund operations as described in greater detail under “Liquidity and Capital Resources” below.
Current wording
We had interest expense of $193,727 for the three months ended March 31, 2025, compared to interest expense of $49,673 for the three months ended March 31, 2024, due to interest costs in connection with new loans during 2025 to fund operations as described in greater detail under “Liquidity and Capital Resources” below.
Previous wording
We had total assets of $3.1 as of September 30, 2024, consisting of total current assets of $701,760, which included cash of $463,424, and accounts receivable of $131,903.
Current wording
We had total assets of $2.2 million as of March 31, 2025, consisting of total current assets of $863,456, which included cash of $360,898, and accounts receivable of $131,994.
Previous wording
We had total and current liabilities of $4.2 as of September 30, 2024, including accounts payable of $159,233 and accrued expenses of $998,232, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $80,229, and notes payable maturing within one year of $2.7.
Current wording
We had total and current liabilities of $5.6 million as of March 31, 2025, including accounts payable of $365,508 and accrued expenses of $1,640,677, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted contracts of $107,420, and notes payable maturing within one year of $3.1 million.
Previous wording
We had a working capital deficit of $3.5 as of September 30, 2024, compared to a working capital deficit of $1.7 as of December 31, 2023.
Current wording
We had a working capital deficit of $4.8 million as of March 31, 2025, compared to a working capital deficit of $4 million as of December 31, 2024.
Previous wording
We had $1.3 million of net cash used in operating activities for the nine months ended September 30, 2024, as compared to $746,171 of net cash used in operating activities for the nine months ended September 30, 2023. Net cash used in operating activities for the 2024 period was mainly due to our net loss for the period. For the 2023 period, net cash used in operating activities was mainly due to a net loss for the period.
Current wording
We used $322,465 net cash in operating activities for the three months ended March 31, 2025, as compared to $515,957 of net cash used in operating activities for the three months ended March 31, 2024. Net cash used in operating activities for the 2025 period was mainly due to our net loss for the period offset by certain noncash charges. For the 2024 period, net cash used in operating activities was mainly due to a net loss for the period.
Previous wording
We had $68,775 of cash used in investing activities for the nine months ended September 30, 2024, primarily driven by our acquisition of Reliant Holdings, Inc. We had $563,262 of net cash used in investing activities for the nine months ended September 30, 2023, which was due primarily by a loan made to a non-executive employee of the Company and the acquisition of intangible assets during the period
Current wording
We used $-0- of cash in investing activities for the three months ended March 31, 2025. We used $130,967 of net cash in investing activities for the three months ended March 31, 2024, which was due primarily to a loan made to a non-executive employee of the Company and the acquisition of fixed assets during the period
Previous wording
We had $1.8 million of cash provided by financing activities for the nine months ended September 30, 2024, primarily driven by the issuance of new debt instruments offset by repayments of previous balances and the repayment of advances form related parties and shareholders. We had $1.3 of net cash provided by financing activities for the nine months ended September 30, 2023, which was driven primarily by the issuance of debt instruments to related parties and contributions from members
Current wording
We generated $344,164 of cash provided by financing activities for the three months ended March 31, 2025, primarily driven by the issuance of new debt instruments offset by repayments of previous balances. We generated $1.1 million of net cash provided by financing activities for the three months ended March 31, 2024, which was driven primarily by the issuance of debt instruments during the period.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
We had interest expense of $301,581 for the nine months ended September 30, 2024, compared to interest expense of $56,907 for the nine months ended September 30, 2023, due to interest costs in connection with new loans during 2024 to fund operations as described in greater detail under “Liquidity and Capital Resources” below.