Onar Holding Corp
For the period ended Jun 30, 2025. Filed Aug 19, 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.
Jun 30, 2025 · Filed Aug 19, 2025
ONARStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-19.
0001477932-25-006079
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 44 previous paragraphs and 58 current paragraphs.
28 unchanged; 14 reworded; 14 added; 2 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 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.
Added paragraphs (14)
Current report
We are executing a transition plan focused on strengthening our balance sheet, streamlining operations, and positioning ONAR for scalable growth. Our priorities include: (1) refinancing or converting near-term debt maturities to improve liquidity and reduce financing costs, (2) tightening expense controls and accelerating collections to improve cash conversion, (3) driving net new revenue through higher-margin, AI-enabled marketing services, and (4) selectively funding growth initiatives.
Current report
Near‑term priorities
Current report
Collectively, these initiatives are designed to improve liquidity, reduce financing costs, and position ONAR to execute on its acquisition pipeline and organic growth opportunities.
Current report
These actions are intended to mitigate the substantial doubt about our ability to continue as a going concern and to support our transition toward a scalable, AI‑enabled marketing platform. Execution of this plan will depend on operating performance and access to capital.
Current report
***Highlights:***The first half of 2025 reflected a 28% year-over-year increase in total revenue, driven by the inclusion of Reliant Pools, partially offset by lower quarterly marketing revenues due to client timing. Higher operating expenses primarily reflect public company compliance costs, growth investments, and stock-based compensation. We continue to prioritize cost discipline and strategic growth initiatives to improve profitability.
Current report
We had revenue of $550,639 for the three months ending June 30, 2025, compared to revenue of $667,296 for the three months ending June 30, 2024, a decrease of $116,657 or 17% from the prior period. The decrease in revenues was primarily due to changes in the Marketing segment’s customer base and the timing of revenue streams during the period.
Current report
We had transaction costs for merger of $-0- for the three months ending June 30, 2025, compared to $157,047 for the three months ending June 30, 2024, representing a decrease of $157,047 or 100%. This decrease was related to merger-related costs which were incurred prior to our acquisition of Reliant Holdings and such costs do not continue post-acquisition.
Current report
We had changes in the fair value of our investments of $64,653 for the three months ending June 30, 2025, compared to $-0- for the three months ended June 30, 2024, representing a 100% increase for the period. This change is the result of changes in the market value of our investments, which are shares of common stock we received as compensation for services in a previous period.
Current report
For the six Months Ended June 30, 2025, compared to the six Months Ended June 30, 2024
Current report
We had cost of revenues of $1,699,260 for the six months ending June 30, 2025, compared to cost of revenues of $827,021 for the six months ending June 30, 2024, an increase of $872,239 or 105% from the prior period. This increase is primarily due to the acquisition of Reliant Holdings which was not included in the previous period coupled with increased labor costs as we continue to seek to retain top talent within our business segments.
Current report
We had transaction costs for merger of $-0- for the six months ending June 30, 2025, compared to $216,647 for the six months ending June 30, 2024, representing an decrease of $216,647 or 100%. This decrease was related to merger-related costs which were incurred prior to our acquisition of Reliant Holdings and such costs are not continuing post-acquisition.
Current report
We had changes in the fair value of our investments of $246,804 for the six months ending June 30, 2025, compared to $-0- for the six months ending June 30, 2024, representing a 100% increase for the period. This change is the result of changes in the market value of our investments, which are shares of common stock we received as compensation for services in a previous period.
Current report
While we do not currently have committed additional sources of capital, we are actively evaluating financing options, including potential equity raises, strategic debt facilities, and partnership opportunities. We expect these efforts, combined with ongoing cost discipline and debt restructuring initiatives, to extend our operating runway.
Current report
As disclosed in Note 9, subsequent to quarter-end we added three independent directors to enhance governance and completed two convertible note financings, providing incremental liquidity and extending our financing horizon.
Removed paragraphs (2)
Previous report
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 report
For both the three months ended March 31, 2025 and March 31, 2024, we had nominal income from interest.
Reworded paragraphs (14)
Previous 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.
Current wording
Our principal executive offices are located at 990 Biscayne Blvd, 5th Floor Miami, FL 33132, and our telephone number is (213) 437-3081.
Previous 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.
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 and VMED, a healthcare marketing agency.
Previous wording
We, through our wholly-owned subsidiary Reliant Pools (which has been in operation since September 2013), are an award winning, custom, swimming pool construction company located in the greater Austin, Texas market. We assist customers with the design of, and then construct, recreational pools which blend in with the surroundings, geometric pools which complement the home’s architecture and water features (e.g., waterfalls and negative edge pools) which provide the relaxing sounds of moving water. Moving forward, we may expand our custom pool construction operations locally and regionally, and nationally.
Current wording
We, through our wholly-owned subsidiary Reliant Pools (which has been in operation since September 2013), are an award winning, custom, swimming pool construction company located in the greater Austin, Texas market. We assist customers with the design of, and then construct, recreational pools which blend in with the surroundings, geometric pools which complement the home’s architecture and water features (e.g., waterfalls and negative edge pools) which provide the relaxing sounds of moving water. Management is evaluating strategic alternatives for the pool business, including a potential divestiture, to focus capital and resources on scaling our AI-enabled marketing agency network, which we believe offers higher growth potential and improved margins.
Previous wording
We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.
Current wording
We ended the quarter with $0.75 million in current assets and $6.23 million in current liabilities, resulting in a working capital deficit of approximately $5.47 million. Current liabilities include approximately $3.7 million of notes and other borrowings due within twelve months. Management used $1.02 million of net cash in operating activities for the six months ending June 30, 2025, and generated $0.95 million from financing activities in the period. We do not currently have additional committed sources of capital from third parties or from our officers, directors or majority stockholders and may be required to pursue additional debt and/or equity financing; there can be no assurance such financing will be available on acceptable terms, if at all.
Previous 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.
Current wording
We had cost of revenues of $821,584 for the three months ending June 30, 2025, compared to cost of revenues of $348,171 for the three months ended June 30, 2024, an increase of $473,413 or 136% from the prior period. This increase is primarily due to the acquisition of Reliant Holdings which was not included in the previous period coupled with increased labor costs as we continue to seek to retain top talent within our business segments.
Previous 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.
Current wording
We had operating expenses of $896,967 for the three months ending June 30, 2025, compared to operating expenses of $381,004 for the three months ending June 30, 2024, representing an increase of $515,963 or 135%. This increase was related to costs of compliance as a result of our acquisition of Reliant Holdings and the accompanying public company reporting obligations coupled with increases in stock-based compensation and executive compensation during the period.
Previous 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.
Current wording
We had interest expense of $175,497 for the three months ending June 30, 2025, compared to interest expense of $98,499 for the three months ending June 30, 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 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.
Current wording
We had revenue of $1,623,234 for the six months ending June 30, 2025, compared to revenue of $1,267,838 for the six months ending June 30, 2024, an increase of $355,396 or 28% 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 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.
Current wording
We had total assets of $2 million as of June 30, 2025, consisting of total current assets of $751,828, which included cash of $265,409, and accounts receivable of $163,956.
Previous 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.
Current wording
We had total and current liabilities of $6.2 million as of June 30, 2025, including accounts payable of $499,047 and accrued expenses of $1,740,766, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $213,636, and notes payable maturing within one year of $3.7 million.
Previous 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.
Current wording
We had a working capital deficit of $5.5 million as of June 30, 2025, compared to a working capital deficit of $4 million as of December 31, 2024.
Previous 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.
Current wording
We used $1,024,544 net cash in operating activities for the six months ending June 30, 2025, as compared to $826,210 of net cash used in operating activities for the six months ending June 30, 2024. Net cash used in operating activities for the 2025 period was mainly due to our net loss for the period offset by certain non-cash charges. For the 2024 period, net cash used in operating activities was mainly due to a net loss for the period.
Previous 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
Current wording
We used $-0- of cash in investing activities for the six months ending June 30, 2025. We used $427,729 of net cash in investing activities for the six months ending June 30, 2024, which was due primarily by a loan made to a non-executive employee of the Company prior to the acquisition of Reliant Holdings and the acquisition of fixed assets during the period
Previous 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.
Current wording
We generated $950,754 of cash provided by financing activities for the six months ending June 30, 2025, primarily driven by the issuance of new debt instruments offset by repayments of previous balances. We generated $1.6 million of net cash provided by financing activities for the six months ending June 30, 2024, which was driven primarily by the issuance of debt instruments during the period.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
We had operating expenses of $2,041,789 for the six months ending June 30, 2025, compared to operating expenses of $764,694 for the six months ending June 30, 2024, representing an increase of $1,277,095 or 167%. This increase was related to costs of compliance as a result of our acquisition of Reliant Holdings and the accompanying public company reporting obligations coupled with increases in stock-based compensation and executive compensation during the period.
Current report — wording carried from elsewhere
We had interest expense of $369,224 for the six months ended June 30, 2025, compared to interest expense of $148,172 for the six months ended June 30, 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.