Onar Holding Corp

Current report

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include our ability to continue as a going concern; unfavorable economic conditions; changes in client demand; our ability to maintain our existing clients; our ability to develop new product offerings; our ability to deploy artificial intelligence (“AI”) in our business and the development of AI by our competitors; seasonal fluctuations in marketing, research, communications and advertising activity; the impact of future strategic transactions; our lack of a significant operating history; the need for additional funding, our ability to raise such funding, and the ultimate terms thereof; the level of competition in the industries in which we compete; the security of our computer systems and our ability to securely store client data; the loss of key personnel or failure to attract, integrate and retain additional personnel; fluctuations in our operating results; corporate governance risks; the impacts of global epidemics, pandemics and similar health issues; material weaknesses in our internal controls; dilution to existing stockholders caused by the issuance of additional shares of our common stock; the lack of a significant market for our common stock, and the volatile nature thereof; our failure to pay cash dividends; the status of our common stock as a “penny stock”; lack of liquidity in the market for our stock; our blank check preferred stock and ability to issue significant shares of common stock; costs and expenses associated with being a public company; changes in client demand; and other risks that might be detailed from time to time in our filings with the SEC. Although the forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Current report

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As disclosed in Note 1 to the consolidated financial statements, the Company has incurred recurring operating losses and has an accumulated deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Current report

Management’s plans to address these conditions include pursuing additional equity and debt financing, continuing to grow revenue through organic client acquisition and strategic acquisitions, optimizing the cost structure across the agency network, and monetizing the Company’s proprietary technology platform through SaaS and data product offerings. The Company has also taken steps to improve its capital structure, including the conversion of outstanding notes payable into equity and the divestiture of non-core assets to reduce operating costs.

Current report

There can be no assurance that these plans will be successful. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital, achieve profitable operations, and generate sufficient cash flows from operations.

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Overview

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Corporate Information

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Our principal executive offices are located at 990 Biscayne Blvd, 5th Floor, Miami, FL 33132, and our telephone number is (213) 437-3081.

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Summary Description of Business Operations

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ONAR

Current report

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 significance of HLDCO, LLC, we account for this acquisition as a reverse acquisition. ONAR is a technology-enabled marketing platform that acquires and integrates specialist marketing agencies to build a unified, data-driven operating network. The Company focuses on middle-market brands seeking enterprise-grade marketing capabilities without enterprise-level cost or complexity.

Current report

During 2025, ONAR executed a transformative year of strategic activity. The Company completed the acquisition of Juice Labs LLC and the Retina AI software platform in September 2025, merged its Storia and Juice agency brands under the JUICE banner, launched ONAR Labs as its technology and innovation division, strengthened its Board with the addition of several independent directors including the appointment of Scott Kauffman as Chairman, and completed the divestiture of non-core legacy assets.

Current report

ONAR currently operates through the following key business units:

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JUICE: A performance digital marketing agency offering full-spectrum paid media, creative, data science, web development, and strategy services. JUICE has driven over $2.5 billion in client revenue, maintains an average client tenure of over three years, and was ranked #105 on the Inc. 5000 list of fastest-growing companies. Since the acquisition of Juice Labs LLC in September 2025, ONAR has merged the Storia and Juice agency operations together under the JUICE brand going forward.

Current report

Of Kos: A healthcare marketing agency named after Hippocrates of Kos, specializing in medical lab and genetic testing marketing. Of Kos maintains HIPAA-compliant marketing solutions and achieves approximately 44% net operating income to sales ratio. In January 2026, the Company completed the sale of substantially all assets of VMED Services, LLC, which conducted operations under the Of Kos brand, pursuant to a $1.5 million secured, seller-financed promissory note. The Company retained all intellectual property related to the Of Kos brand name and continues to view healthcare marketing as a strategic vertical.

Current report

ONAR Labs: The Company’s innovation and technology division, which centralizes technology development, data architecture, and AI-enabled optimization across the agency network. ONAR Labs houses the proprietary technology stack including Retina AI (predictive customer intelligence), Cortex (real-time analytics backbone), Agentic Ops (autonomous execution layer), and the QA Layer (deploy-blocking governance). ONAR Labs is designed to drive higher-margin, recurring-revenue opportunities from SaaS and data products.

Current report

As a network, ONAR is structured for strategic mergers and acquisitions. The Company’s model leverages declining private-market valuations and rising costs of capital to consolidate specialist agencies at fair multiples and improve their operating performance through shared technology, centralized finance, and data-driven optimization. By utilizing its public-company platform, ONAR enables agency founders to exchange private ownership for liquidity and future upside in a scalable public vehicle.

Current report

ONAR’s agencies collectively serve B2B and B2C clients across diverse sectors, including consumer products, manufacturing, business services, technology, e-commerce, and healthcare. Core services across the network include paid digital advertising, search-engine optimization, conversion-rate optimization, web development, creative production, and field marketing.

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Divestitures and Legacy Asset Transitions

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During 2025 and into early 2026, the Company executed a disciplined portfolio simplification strategy to exit non-core legacy businesses and focus resources on its higher-growth, higher-margin AI-enabled marketing and technology platform:

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Reliant Pools: Through the Company’s wholly owned subsidiary Reliant Holdings, Inc., the Company historically operated a legacy custom swimming-pool construction business in the greater Austin, Texas market. The pool business was non-core to ONAR’s strategic focus on marketing, technology, and AI-driven growth. On January 19, 2026, the Company entered into a Stock Purchase Agreement to divest 100% of the issued and outstanding shares of Reliant Pools, Inc. to Elijah May, effective as of December 31, 2025. The completion of this divestiture marks the final step in exiting the Company’s legacy pools segment.

Current report

VMED Services / Of Kos Assets: On January 8, 2026, ONAR’s subsidiary completed the sale of substantially all assets of VMED Services, LLC, which operated under the Company’s healthcare-focused Of Kos agency brand, to VMED Consulting Inc. pursuant to a definitive Asset Purchase Agreement. The stated purchase price is a promissory note in the principal amount of $1,500,000, secured by collateral and supported by a personal guaranty, with monthly payments commencing post-closing and a final balloon payment due on the sixth anniversary of the closing date. The transaction expressly excludes intellectual property related to the Of Kos brand name from the sale.

Current report

These divestitures allow ONAR to enter 2026 with a clean, focused operating model centered on performance digital marketing, AI-enabled technology, and the continued build-out of the ONAR Labs platform.

Current report

During 2025, the Company executed a transition plan focused on strengthening its balance sheet, streamlining operations, and positioning ONAR for scalable, sustainable growth. Looking ahead to 2026, our plan of operations centers on the following priorities:

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Refinancing and Capital Structure Optimization. A significant portion of the Company’s short-term debt was incurred to fund the closing of the Juice Labs acquisition and related integration activities. Management’s plan from inception of that financing was to refinance these short-term obligations into longer-term, more sustainable debt or equity aligned with the Company’s growth profile. In December 2025, the Company retired $311,000 in debt through voluntary equity conversion, reducing future interest expense and simplifying its capital structure. The Company continues to actively pursue refinancing of remaining near-term debt maturities into longer-term, lower-cost obligations.

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Revenue Growth and Client Acquisition. The Company preannounced expected record fourth quarter 2025 revenue of approximately $1.5 million, representing approximately 39% sequential growth over Q3 2025 revenue of approximately $1.077 million. In December 2025, the Company signed new client contracts representing over $400,000 in annual recurring subscription revenue on a run-rate basis heading into 2026. Management expects to continue driving net-new revenue through a combination of organic client acquisition and the deployment of new technology-driven offerings through ONAR Labs.

Current report

ONAR Labs Technology Development. ONAR Labs is integrating the Sour Grapes technology platform (acquired through the Juice Labs acquisition) and the Retina AI analytics platform to create a unified data and AI operating system for ONAR’s network. The technology stack, consisting of Retina AI, Cortex, Agentic Ops, and the QA Layer, is designed to expand recurring-revenue opportunities through technology licensing, data intelligence, and automation tools for both ONAR’s agency clients and potential third-party SaaS offerings.

Current report

Portfolio Simplification. The Company completed the divestiture of both Reliant Pools and the VMED/Of Kos operating assets effective December 31, 2025 and January 8, 2026, respectively. These actions remove non-core operational complexity and related overhead, allowing management to focus resources on higher-growth, higher-margin marketing and technology services.

Current report

Strategic Acquisitions. The Company continues to evaluate potential acquisitions of specialist marketing and technology agencies that can benefit from ONAR’s shared technology infrastructure, centralized finance, and data-driven optimization capabilities. Management is in active discussions with multiple potential targets.

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 and fund our growth plan. If we are unable to access additional capital moving forward, it may limit our ability to grow and to generate future revenues.

Current report

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As disclosed in Note 1 to the consolidated financial statements, the Company has incurred recurring operating losses and has an accumulated deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Current report

Management’s plans to address these conditions include pursuing additional equity and debt financing, continuing to grow revenue through organic client acquisition and strategic acquisitions, optimizing the cost structure across the agency network, and monetizing the Company’s proprietary technology platform through SaaS and data product offerings. The Company has also taken steps to improve its capital structure, including the conversion of outstanding notes payable into equity and the divestiture of non-core assets to reduce operating costs.

Current report

There can be no assurance that these plans will be successful. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital, achieve profitable operations, and generate sufficient cash flows from operations.

Current report

The Company’s critical accounting policies and significant areas of estimation include revenue recognition, goodwill and intangible asset valuation, business combinations (including purchase price allocation), stock-based compensation, debt instruments with embedded conversion features, and the assessment of going-concern considerations. These policies and estimates are described in detail in Note 1 to the Consolidated Financial Statements included in Item 8 of this Report.

Previous report

The following discussion of the Company’s historical performance and financial condition should be read together with the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplemental Data” of this Report. This discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management, see “Cautionary Statement Regarding Forward-Looking Information”. These statements by their nature are subject to risks and uncertainties, and are influenced by various factors. As a consequence, actual results may differ materially from those in the forward-looking statements. See “Item 1A. Risk Factors” of this report for the discussion of risk factors.

Previous report

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:

Previous report

We had working capital of $(4,033,419) as of December 31, 2024. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we 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 for the next 12 months. We will require additional funding in the future to expand or complete acquisitions and as of the date of this filing are in the process of finalizing the terms of further investment from existing and new investors to fund our business operations and our pending acquisition under letter of intent “LOI” as of February 17, 2025. Our plan for the next twelve months is to continue using the same marketing and management strategies while also seeking to expand our operations organically or through acquisitions as funding and opportunities arise. We plan to raise additional required funding 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, it may hurt our ability to grow and to generate future revenues and may require us reducing expenses to continue operating the business.

Previous report

We had depreciation and amortization of $585,109 for the year ended December 31, 2024, compared to depreciation and amortization of $557,631 for the year ended December 31, 2023. Depreciation and amortization increased by $27,478 or 5% from the prior period mainly due to increased in fixed assets and additions of intangible assets during the period.

Previous report

We had merger and transaction related expenses of $461,115 for the year ended December 31, 2024 and compared to $-0- for the year ended December 31, 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

We had a change in fair value of investments of $178,387 for the year ended December 31, 2024 and compared to $-0- for the year ended December 31, 2023. This increase is the result of changes in the market price of our investments which we received as compensation for services provided during the year ended December 31, 2024.

Previous report

We had a loss on extinguishment of debt of $363,871 for the year ended December 31, 2024 and compared to $-0- for the year ended December 31, 2023. This increase is the result of the issuance of replacement notes payable and common to certain note holders as a result of the acquisition of Reliant Holdings during year ended December 31, 2024.

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Revenue Recognition

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The Company accounts for revenue in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codifications (“ASC”) 606, ‘Revenue from Contracts with Customers’ (“ASC 606”).

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A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of accounting in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price. Determining relative standalone selling price and identifying separate performance obligations requires judgment. Contract modifications may occur in the performance of the Company’s contracts. Contracts may be modified to account for changes in the contract specifications, requirements or duration. If a contract modification results in the addition of performance obligations priced at a standalone selling price or if the post-modification services are distinct from the services provided prior to the modification, the modification is accounted for separately. If the modified services are not distinct, they are accounted for as part of the existing contract.

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Pool Sale Revenues

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Performance Obligations

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The Company’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct.

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Performance Obligations Satisfied Over Time

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The majority of the Company’s pool services revenue is derived from construction contracts and projects that typically span between 4 to 12 months. The Company’s construction contracts will continue to be recognized over time because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed. Contract costs include labor, material, and indirect costs.

Previous report

Performance Obligations Satisfied at a Point in Time

Previous report

Revenue for the Company’s pool services contracts that do not satisfy the criteria for over time recognition is recognized at a point in time. Substantially all of the Company’s revenue recognized at a point in time is for work performed for pool maintenance or repairs. Unlike the Company’s construction contracts that use a cost-to-cost input measure for performance, the pool maintenance or repairs utilize an output measure for performance based on the completion of a unit of work. The typical time frame for completion of these services is less than one month. Upon fulfillment of the performance obligation, the customer is provided with an invoice (or equivalent) demonstrating transfer of control or completion of service to the customer. We believe that point in time recognition remains appropriate for these contracts and will continue to recognize revenues upon completion of the performance obligation and the issuance of an invoice.

Previous report

Contract modifications are routine in the performance of the Company’s contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.

Previous report

Backlog

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On December 31, 2024, we had approximately $154,000 of remaining performance obligations on the Company’s construction contracts, which we also refer to as backlog. We expect to recognize the Company’s backlog as revenue during the next 12 months.

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Contract Estimates

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Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract.

Previous report

Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors.

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Variable Consideration

Previous report

Transaction price for the Company’s contracts may include variable consideration, which includes increases to transaction price for approved and unapproved change orders, claims and incentives, and reductions to transaction price for liquidated damages. Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. We estimate variable consideration for a performance obligation at the most likely amount to which we expect to be entitled (or the most likely amount we expect to incur in the case of liquidated damages), utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages). We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of The Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or excluded from transaction price in the case of liquidated damages) are not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. No adjustments on any one contract was material to the Company’s consolidated financial statements for the years ended December 31, 2024 and 2023.

Previous report

Contract Balances

Previous report

The timing of revenue recognition, billings and cash collections results in billed accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) on the consolidated balance sheet. On the Company’s construction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Generally, billing occurs prior to revenue recognition, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period.

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Advertising & Marketing Services

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The Company enters into Master Services Agreement (“MSA”) and Scope of Work (“SOW”) which govern the terms of the Company’s performance obligation for purposes of revenue recognition.

Previous report

The Company’s performance obligation of Advertising & Marketing Services which encompasses the following integrated and interdependent services:

Previous report

These services can be integrated and interdependent, all contributing to the goal of improving the client's business performance, revenue, and brand awareness over time. Revenue is recognized over time as the services are provided and the performance obligation is satisfied, consistent with the ongoing optimization efforts. Amounts recognized but not yet invoiced to the customer are included as ‘contract assets’ within the accompanying consolidated balance sheets.

Previous report

A monthly fee is charged for ongoing services. Any additional services outside the agreed-upon scope, such as the inclusion of additional services, are subject to prior written approval and will result in additional fees. Retainers received for future services are classified as ‘deferred revenue’ within the accompanying consolidated balance sheets.

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Executive Management Services

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The Company’s chief executive officer and financial team provide executive management services to certain affiliated entities at a fixed monthly rate. Revenue is recognized over time as the services are provided and the performance obligation is satisfied, consistent with the ongoing benefits the affiliated entities receive as the services are rendered.

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Accounts Receivable and Accounts Receivables, Related Party

Previous report

The Company does not charge interest to its customers and carries its customers’ receivables at their face amounts, less an allowance for doubtful accounts. Included in accounts receivable are balances billed to customers pursuant to retainage provisions in certain contracts that are due upon completion of the contract and acceptance by the customer, or earlier as provided by the contract. Based on the Company’s experience in recent years, the majority of customer balances at each balance sheet date are collected within twelve months. As is common practice in the industry, the Company classifies retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year.

Previous report

The Company grants trade credit, on a non-collateralized basis (with the exception of lien rights against the property in certain cases), to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company records an allowance for credit losses to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, current economic trends and expected future losses. Accounts are considered delinquent when payments have not been received within 30 days and are written off when management determines that collection is not probable. During the years ended December 31, 2024 and 2023, the Company recognized allowances for future credit losses totaling $- and $504,612 respectively. During the year ended December 31, 2024, and 2023, $25,679 and $47,594 of accounts receivable were charged off against the allowance for doubtful accounts. As of December 31, 2022, the Company’s accounts receivable balance was $3,800 and accounts receivables, related party, was $-0-. As of December 31, 2024 and 2023, the Company’s allowance for doubtful accounts was $274,309 and $497,745, respectively.

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Intangible Assets

Previous report

Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets but at least annually on December 31st.

Previous report

Impairment Assessment