Onar Holding Corp

ONAR Holding Corporation

Notes to the Consolidated Financial Statements

Note 1. The Company and Summary of Significant Accounting Policies

The Company

ONAR Holding Corporation (the “Company”) was formed as a Nevada corporation under the name Reliant Holdings, Inc. on May 19, 2014. On May 23, 2014, Reliant Holdings, Inc., along with Reliant Pools, Inc., formerly Reliant Pools, G.P., which was formed in September 2013 (“Reliant Pools”) and the shareholders of Reliant Pools, entered into an Agreement for the exchange of common stock whereby Reliant Pools, Inc. became a wholly-owned subsidiary of Reliant Holdings, Inc. Reliant Holdings, Inc. designs, and installs swimming pools.

On July 25, 2024, the Company acquired HLDCO, LLC (“HLDCO”) and its subsidiary Integrum Group LLC (“Integrum”) through a reverse merger (the “Reverse Merger”) whereby the shareholders of HLDCO entered into an agreement to contribute the membership interests of HLDCO to the Company in return for common stock of the Company, following which HLDCO became a wholly-owned subsidiary of Reliant Holdings Inc. and the shareholders of HLDCO owned a majority of the common stock of the Company.

Following the completion of the Reverse Merger, Integrum Group LLC was renamed ONAR LLC (“ONAR”) to align with the Company’s corporate rebranding as ONAR Holding Corporation. ONAR serves as the operating entity for the Company’s marketing and technology-enabled agency network. The Company’s principal executive offices are now located at 990 Biscayne Blvd, 5th Floor, Miami, Florida 33132. ONAR specializes in marketing solutions through a technology-enabled independent agency brand network, providing services across industries including performance digital marketing, healthcare marketing, and experiential marketing.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception, has negative working capital and has not generated positive cash flows from operations since inception. The Company generated a loss of $9,276,897 for the year ended December 31, 2025. The Company also has a working capital deficiency of $9,408,815 and a stockholders’ deficiency of $5,859,225 as of December 31, 2025. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to operations include aggressive marketing and raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined additional financing, as necessary, will result in improved operations and cash flows in the future. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Princi****ples of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Cash and Cash Equivalents

We consider all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. We had no cash equivalents at December 31, 2025 and 2024.

At December 31, 2025 and 2024 our cash balances were within the following financial statement line items.

Revenue Recognition

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”).

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.

Pool Sale Revenues – Discontinued operations

Performance Obligations

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.

Performance Obligations Satisfied Over Time

The majority of The Company’s 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 on a percentage of completion basis 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. The Company estimates the percentage of completion based on accumulated cost incurred and total estimated contract cost to complete the construction project.

Performance Obligations Satisfied at a Point in Time

Revenue for The Company’s 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.

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.

Backlog

On December 31, 2025, we had approximately $31,000 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.

Contract Estimates

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.

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.

Variable Consideration

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, 2025 and 2024.

Contract Balances

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.

The Company’s revenues are disaggregated into the following categories:

Advertising Management Services

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.

The Company’s performance obligation is a single performance obligation, Advertising Management Services which encompasses the following integrated and interdependent services:

These services are 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.

A monthly retainer 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.

Executive Management Services

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.

Accounts Receivable and Accounts Receivable, Related Party

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.

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 evaluates its accounts receivable for expected credit losses on a regular basis. 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, 2025 and 2024, the Company recognized allowances for future credit losses totaling approximately $39,000 and $-0- respectively. During the year ended December 31, 2025, and 2024, $206,475 and $25,679 of accounts receivable were charged off against the allowance for credit losses. As of December 31, 2025 and 2024, the Company’s allowance for doubtful accounts was $106,834 and $274,309, respectively.

Classification of Construction Contract-related Assets and Liabilities

Contract assets, which are solely attributable to discontinued operations, are presented within assets held for sale in the accompanying consolidated balance sheets, and contract liabilities are presented as a liabilities held for sale in the accompanying consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practices, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities.

Investments in Equity Securities

The Company holds investments in equity securities of publicly listed companies. The Company remeasures any equity securities held at each reporting period and recognizes a gain or losses for any changes in the fair value of those equity securities. The Company determines the fair value of its equity securities using quoted market prices for markets which it can access.

Property and Equipment, net

The Company accounts for property and equipment such as office furniture and equipment and vehicles at cost. Repairs and maintenance are expensed as incurred and significant replacements and improvements are capitalized. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Depreciation is recorded using the straight-line method over the respective useful lives of the assets. Upon the retirement or other disposition of property and equipment, the related cost and accumulated depreciation are charged to operations. During the year ended December 31, 2025 and 2024, depreciation expense was $13,757 and $10,053, respectively. The estimated useful lives of the Company’s property and equipment are:

Leases

ASC 842, “Leases”, requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements may contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities.

Intangible Assets, net

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.

Goodwill

Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment on December 31st or when circumstances indicate an impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations. Impairment losses on goodwill are not reversed.

The Company has the option to assess qualitative factors to determine whether it is necessary to perform further impairment testing in accordance. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs further analysis by comparing the fair value of each reporting unit to its carrying amount, including goodwill. A reporting unit is an operating segment or sub-segment to which goodwill is assigned when initially recorded. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. The Company has determined that no impairment of its goodwill or indefinite lived intangible assets occurred as of December 31, 2025.

Impairment Assessment

The Company evaluates its intangible assets and goodwill and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable and at least annually on December 31st. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. The recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.

Marketing and Advertising Costs

Marketing and advertising costs are expensed as incurred in accordance with ASC 720-35,Other Expenses – Advertising Costs. These costs primarily include media placements, promotional materials, and digital marketing campaigns. Total marketing and advertising expenses for the years ended December 31, 2025 and 2024, were approximately $23,000 and $24,000, respectively.

Earnin****gs Per Share

In accordance with accounting guidance now codified as ASC Topic 260,*”Earnings (Loss) per Share”*basic earnings per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. There were 278,195,773 and -0- dilutive shares outstanding during the years ended December 31, 2025 and 2024, respectively.

Income Taxes

The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carryforward, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for deferred tax assets resulting from this net operating loss carryforward.

Fair Value Measurements

The Company’s financial instruments consist of cash, accounts receivable, investments in equity securities, accounts payable, notes payable, accrued expenses and advances, related party. The estimated fair value of cash, accounts receivable, accounts payable, notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments.

Certain non-financial assets are measured at fair value on a nonrecurring basis but are subject to periodic impairment tests. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets.

Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.

Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use.

Segments

With the disposal of Reliant Pools in December 2025, the Company has only a single reportable segment attributable to its advertising and marketing businesses.

The Company’s Chief Executive Officer is the chief operating decision maker and reviews the internal management reports for each segment at least quarterly. The chief operating decision maker assesses performance for each segment and decides how to allocate resources based on segment operating losses that also is reported on the consolidated statement of operations. The measure of segment assets is reported on the balance sheet as total consolidated assets. The accounting policies of each segment are the same as those described in the summary of significant accounting policies.

Recent Accountin****g Pronouncements

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our consolidated financial statements.

Note 2. Acquisitions and Divestitures

On June 13, 2024 Claude Zdanow via Mount Olympus Ventures, Inc (“Mount Olympus”), purchased the 1,000 shares of Series A Preferred Stock from Elijah May directly. As a result of the transaction there was a change in control of the Company. On June 13, 2024, Elijah May, as the Company’s sole director, resigned from his positions as director, Chief Executive Officer, and President of the Company, effective as of June 13, 2024. Claude Zdanow was appointed as a director of the Company by its Board of Directors, holding the position of Chief Executive Officer.

On June 17, 2024, the Company entered into the acquisition of 100% ownership of HLDCO, LLC, a Delaware limited liability company (the “Agreement”). The transaction was by and between the Company and the Members of HLDCO, LLC, which include Mount Olympus Ventures, Inc., Apollo Management Group, Inc., and M2B Funding Corp. Mount Olympus Ventures, Inc., via the owner Claude Zdanow, has a material relationship with the Company, via his appointment as a director and officer of the Company, and through Mount Olympus Ventures, Inc.’s acquisition of 100% of the Series A Preferred Stock of the Company.

The nature and amount of consideration given or received for the assets was exactly 3,545 shares of newly designated Series B Preferred Stock, par value $0.001 per share, exactly 6,570 shares of newly designated Series C Preferred Stock, par value, $0.001 per share, and exactly 100 shares of Series D Preferred Stock, par value $0.001 to be given to each of the Members of HLDCO, LLC as described in the Agreement.

On July 18, 2024, the Company filed the designations for the Series B, Series C, and Series D preferred shares pursuant the Agreement. On July 25, 2024, the Board of Directors issued those shares of respective preferred stock to the members of HLDCO, LLC, to complete the acquisition (the “Closing”).

Management determined that the acquisition of HLDCO was a reverse acquisition as defined within ASC 805, and that HLDCO was the accounting acquirer or legal acquiree. The Company determined that HLDCO was the accounting acquirer based on the guidance contained within ASC 805-40. The significant factors that led to the Company’s conclusion were (i) the Mr. Zdanow and the members of HLDCO obtained 98% of the voting interest of the Company through the preferred shares held by these parties, (ii) at Closing, the remaining Company shareholders held 2% of the voting interest of the Company, (iii) the composition of executive management and the governing body changed such that the sole director and executive officer of HLDCO became the sole director and shareholder of the Company which provided control over the operations of the Company, and (iv) HLDCO was significantly larger than the Company when considering both total assets and operations. As a result, the Company has applied purchase accounting as of the Closing of the acquisition and reflected the historical financial position and operations of HLDCO as the surviving entity. The assets and liabilities the Company were recognized at fair value as of the Closing and the results of its operations have been included within the consolidated statements of operations from that date forward with all historical activity reflective of the operations of HLDCO.

The assets acquired and liabilities assumed are recognized in the accompanying consolidated balance sheets at their estimated fair values as of the acquisition date. The estimated fair values as of the acquisition date are based on information that existed as of the acquisition date. During the measurement period the Company may adjust provisional amounts recorded for assets acquired and liabilities assumed to reflect new information that the Company has subsequently obtained regarding facts and circumstances that existed as of the acquisition date.

The Company determined the fair value of the consideration transferred using the fair value based on the number of shares that would have needed to be issued to provide the Company’s shareholders with an equivalent ownership interest in the combined entities post-Closing. The fair value of the Company’s common shares issued as consideration was based on the closing price of the Company’s common stock as of the Closing.

The consideration transferred was allocated to the assets acquired and liabilities assumed on a preliminary basis as follows:

The goodwill recognized as a result of the acquisition of the Company is attributable primarily to expected synergies and the assembled workforce. None of the goodwill is expected to be deductible for income tax purposes.

The amounts of revenue and net loss of Reliant, included in the Company’s consolidated statements of operations for the year ended December 31, 2024 are as follows:

Consolidated unaudited pro forma information:

The following consolidated pro forma information assumes that the acquisition of HLDCO took place on January 1, 2023, for the statement of operations for the years ended 2024. These amounts have been estimated after applying the Company’s accounting policies

Juice Labs LLC

On September 15, 2025, the Company acquired all of the outstanding equity interests (the “Membership Interests”) of Juice Labs LLC, a Delaware limited liability company (“Juice”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”). The Purchase Agreement includes customary representations and warranties, confidentiality, non-competition, non-solicitation, non-disparagement, non-interference, and indemnification provisions as provided therein. The acquisition included the Sour Grapes marketing-technology platform, which provides proprietary analytics and data-integration capabilities that are now part of ONAR Labs.

Pursuant to the Purchase Agreement, as consideration for the acquisition of the Membership Interests, Buyer (i) paid an aggregate consideration of $2,000,000, subject to adjustment and holdback as set forth in the Purchase Agreement, and (ii) is required to pay additional consideration to the Sellers, if any, calculated based on revenue, net of pass through advertising expenses, attributable to new clients referred by the Sellers to the Buyer after the closing date that are received by Juice during the first 24 months from the initial contract date with any such new referred clients for all initial contracts with such new referred clients that are entered into by Juice within five (5) years of the closing date (“Net New Revenue”).

On or prior to each one-year anniversary of the closing date until the fifth-year anniversary of the closing date (or until the six- or seventh-year anniversary of the closing date to the extent that there is Net New Revenue in such years), the Company shall prepare and deliver to the previous owners of Juice (the “Sellers”) a statement setting forth its calculation of Net New Revenue for the applicable twelve-month period. Upon final determination of Net New Revenue for the applicable twelve-month period, the Company shall pay to the Sellers an amount equal to ten percent (10%) times Net New Revenue for the applicable twelve-month period. Unless otherwise mutually agreed by the Buyer and the Sellers, each earnout payment, if any, shall be paid (A) one-half in cash to Sellers, in accordance with their pro rata shares, and (B) one-half in shares of common stock of the Company (based on a ten-day volume weighted average price ending two business days immediately prior to the date of issuance of such shares) issued to Sellers in accordance with their pro rata shares, rounded down to the nearest whole number.

Management determined that the acquisition of Juice was a business combination as defined within ASC 805, and that the Company was the accounting acquirer. As a result, the Company has applied purchase accounting as of the acquisition date. The assets and liabilities Juice were recognized at fair value on the acquisition date and the results of Juice’s operations have been included within the consolidated statements of operations from the acquisition date forward.

The assets acquired and liabilities assumed are recognized provisionally in the accompanying consolidated balance sheets at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in the process of obtaining additional information for the valuation of acquired intangible assets and deferred tax liabilities, if any. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than September 15, 2026. The estimated fair values as of the acquisition date are based on information that existed as of the acquisition date. During the measurement period the Company may adjust provisional amounts recorded for assets acquired and liabilities assumed to reflect new information that the Company has subsequently obtained regarding facts and circumstances that existed as of the acquisition date.

The consideration transferred was allocated to the assets acquired and liabilities assumed on a preliminary basis as follows:

The goodwill recognized as a result of the acquisition of the Company is attributable primarily to expected synergies and the assembled workforce. None of the goodwill is expected to be deductible for income tax purposes.

Consolidated unaudited pro forma information:

The following consolidated pro forma information assumes that the acquisition of Juice took place on January 1, 2025. These amounts have been estimated after applying the Company’s accounting policies

Retina AI

On September 23, 2025, the Company acquired the software platform of Retina AI. Retina AI is an AI-driven SaaS platform that ingests a brand’s transaction, engagement, and demographic data to forecast customer lifetime value at the individual level. Marketers use these insights to acquire higher-value customers, optimize retention spend, and scale profitably.

The transaction involved the issuance of 160 shares of Series E Preferred stock with a fair value of $213,333 on the closing date. In addition to the software acquired, the Company also received approximately $60,000 in cash from Retina AI as part of the closing. The Company allocated the remaining $153,333 to the acquired software which is included within ‘intangible assets’ on the accompanying condensed consolidated balance sheets.

The transaction was accounted for in accordance with ASC 805-10 -*Business Combinations,*as an asset acquisition as Retina AI maintained no employees, customers, or contracts. Additionally, the Company concluded that substantially all of the fair value of the assets acquired, excluding cash, was assigned to the software purchased. Accordingly, the transaction was accounted for as an asset acquisition.

VMED Services

In December 2025, the Company completed the sale of certain assets of its VMED Services, LLC subsidiary, excluding the Of Kos brand. These divestitures were part of the Company’s strategic initiative to streamline its portfolio around its core marketing services and technology operations. As a result of this divestiture, the Company recognized a gain of $304,114.

Reliant Pools

In December 2025, through the exercise of an option held by the former owner of the Reliant Pools, the Company completed the divestiture of its Reliant Pools LLC and its subsidiary Reliant Custom Homes, Inc. This divesture was recognized as discontinued operations within the accompanying consolidated financial statements as it represented a material, strategic shift in the Company’s operations as it exits the residential pool installation and services business.

The components of the assets and liabilities comprising the discontinued operations as of December 31, 2025 and 2024 are as follows:

The Company’s cash balances were within the following financial statement line items as of December 31, 2025 and 2024.

Components of the operations of discontinued operations comprised the following for the years ended December 31, 2025 and 2024:

Note 3. Concentrations of Risk

For the years ended December 31, 2025 and 2024, the Company had the following customer concentrations:

Note 4. Related Party Transactions

Advance to Affiliated Entity

During the year ended December 31, 2024 and prior to the acquisition of HLDCO the Company advanced an entity controlled by the Company’s CEO $400,700. The purpose of this advance was to enable that entity to purchase the Company’s outstanding super-voting Series A Preferred Stock from the prior controlling shareholder, which facilitated the change of control and subsequent reverse-merger transaction described in Note 2. On March 11, 2025, this advance was formalized into a promissory note receivable. Under the new terms, the note bears interest at 5% per annum, requires no monthly payments, is unsecured and is due on March 11, 2035. The Company classifies this 10-year note receivable as loan receivable under ASC 310, as it has the positive intent and ability to hold the note until its maturity date. The note is initially recognized at fair value, and is measured at amortized cost using the effective interest method subsequently. The note is presented on the balance sheet at its amortized cost, inclusive of accrued interest. The stated interest rate reflects the effective yield, resulting in a carrying value that equals the principal plus accumulated interest receivable.

As of December 31, 2025 the balance remains outstanding and is included in ‘Advance to affiliated entity’ on the accompanying consolidated balance sheets.

Advances to related party

During the year ended December 31, 2025, the Company made certain advances to a related party. These advances were unsecured, due on demand and did not bear or accrue interest. These advances were partially repaid during the fourth quarter of 2025.

Revenues and Accounts Receivable, related party

During the years ended December 31, 2025 and 2024, the Company recognized revenues of approximately $-0- and $81,955, respectively, to entities which share common management. As of December 31, 2025, all amounts due from these entities have been fully reserved through an allowance for credit losses established in previous periods.

Notes Payable

The Company has a note payable due to a related party as described in Note 7.

Note 5. Equity

Series A Preferred Stock

The Series A Preferred Stock (Series A Stock) consists of 1,000 shares. Each share of Series A Preferred Stock is redeemable, at the sole and complete option of the Company and then only with the consent of a majority of the holders of the Series A Preferred Stock for $1.00 per share. For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to fifty-one percent (51%) of the total vote. For example, if there are 10,000 shares of the Company’s common stock issued and outstanding at the time of a shareholder vote, the holders of the Series A Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,400 shares, out of a total number of 20,400 shares voting. For the sake of clarity and in an abundance of caution, the total voting shares outstanding at the time of any and all shareholder votes (i.e., the total shares eligible to vote on any and all shareholder matters) shall be deemed to include (a) the total Common Stock shares outstanding; (b) the voting rights applicable to any outstanding shares of preferred stock, other than the Series A Preferred Stock, if any; and (c) the voting rights attributable to the Series A Preferred Stock, as described herein, whether such Series A Preferred Stock shares are voted or not.

Series B Preferred Stock

The Series B Preferred Stock (Series B Stock) consists of 3,065 shares having a “Face Value” of $1,000 per share. Each share of Series B Preferred Stock converts into common stock at a conversion price equal to 90% of the Volume Weighted Average Price of the Company’s common stock for the 10 days prior to any conversion. In addition, holders of the Series B Preferred Stock shall receive a quarterly dividend equal to 2% of the total value of the Series B Preferred Stock, on a pro rata basis, issued and outstanding determined by multiplying the number of shares of Series B Preferred Stock times the Face Value. Dividends may be paid in cash, common stock or Series B Preferred Stock at that discretion of the holder. The Series B Preferred Stock also have preference in liquidation to all other classes unless otherwise waived by the Holders. The Series B Preferred Stock have no voting rights. Additional rights and obligations are described in the exhibit attached hereto.

On December 30, 2024 and December 31, 2024, the holders of the Series B Stock converted 420 shares of the Series B Stock into 9,132,420 shares of common stock under contract terms and no gain or loss was recognized.

Series C Preferred Stock

The Series C Preferred Stock (Series C Stock) consists of 6,570 shares, having a “Face Value” of $1,000 per share. Each share of Series C Preferred Stock converts into common stock at a conversion rate equal to 33,334 shares of common stock per share of Series C Preferred Stock. However, in the event of a Liquidation Event(1) the Series C Preferred Stock shall, in total, convert into exactly 52% of the sum of a) all Common Stock issued and outstanding; plus b) all the aggregate of all shares of Common Stock that would be issued upon the exercise of warrants or options, conversion of any convertible promissory notes, conversion of all other preferred shares, and any other instruments having vested rights to convert into Common Stock; plus c) the total of aggregate of all Series C Preferred Stock such that all Holders of Series C Preferred Stock shall hold exactly fifty-two percent (52%) of all issued and outstanding Common Stock, on a pro-rata basis, subject to the liquidation, merger, dissolution, winding up, or acquisition on a fully diluted basis. The Series C Preferred Stock shall be paid no dividends and have no voting rights. Additional rights and obligations are described in the exhibit attached hereto.

Series D Preferred Stock

The Series D Preferred Stock (Series D Preferred Stock) consisted of 100 shares having a “Face Value” of $1,000 per share. The Certificate of Designations of the Series D Preferred Stock provided that Each share of Series D Preferred Stock would automatically convert into 750,000 shares of common stock, effective at such time that the Company had taken such steps to increase the authorized number of shares of common stock sufficient to honor the conversion of all shares of Series D Preferred Stock, which occurred on December 23, 2024. Each share of Series D Preferred Stock had voting rights equal to 750,000 votes per share. Upon conversion, the Series D Preferred Stock was cancelled and is no longer available for issuance.

Series E Preferred Stock

The Series E Preferred Stock (Series E Preferred Stock) consisted of 718 shares having a “Face Value” of $1,000 per share with an 8% per annum dividend rate payable in common stock upon conversion. Each share of Series E Preferred Stock converts into common stock at a conversion price equal to 75% of the closing price of the Company’s common stock on such conversion date. The Series E Preferred Stock are treated as having been converted to common stock in the event of liquidation and do not have preference of any other common shareholders. The Series E Preferred Stock have no voting rights. Additional rights and obligations are described in the exhibit attached hereto.

On June 6, 2025, the Company entered into certain Subscription Agreements pursuant to which the Company agreed to issue and sell in a private placement to accredited investors, in the aggregate,500 shares of a newly created class of preferred stock designated Series E Preferred Stock (the “Series E Preferred Stock”), with a face value of $1,000 per share (the “Face Value”), for aggregate proceeds of $500,000 (the “Initial Closing”). The Company may sell additional shares of Series E Preferred Stock pursuant to additional subscription agreements for aggregate proceeds of up to $6,000,000, less the proceeds received in the Initial Closing, in one or more additional closings. The shares of Series E Preferred Stock were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. Following an increase in the number of authorized shares of Common Stock of the Company by at least one hundred fifty million (150,000,000) additional shares, each share of Series E Preferred Stock will be convertible at the option of the holder thereof into a number of shares of Common Stock equal to (i) the Face Value, divided by (ii) (A) the closing market price of the Common Stock on the principal trading market for the Common Stock one (1) trading day immediately prior to the applicable date of issuance, multiplied by (B) seventy-five percent (75%), rounded down to the nearest whole share; provided, however, no holder may convert the Series E Preferred Stock it holds if such conversion would result in such holder beneficially owning five percent (5%) or more of the outstanding Common Stock.

Common Shares

The Company is authorized to issue 1,000,000,000 shares of common stock, $0.001 par value. Each share of common stock is entitled to one vote on matters submitted to the shareholders for approval. The increase in authorized shares was approved by the Board of Directors on July 30, 2025 and became effective September 29, 2025.

During the year ended December 31, 2025, the Company issued approximately 13.8 million shares of common stock for services with a fair value of approximately $2 million.

Stock Options

The Company maintained the Onar Holdings Corporation 2025 Omnibus Incentive Plan (the "2025 Plan") as of December 31, 2025, and terminated the 2025 Plan on March 31, 2026. As of December 31, 2025, the Company was authorized to deliver up to 45,000,000 shares of common stock under the 2025 Plan. Taking into account the 30,578,575 options granted during the year,14,421,425 shares remained available for future grant as of December 31, 2025. No shares remained available for future grant as of March 31, 2026.

Options granted under the 2025 Plan generally have a maximum contractual term of 10 years. For the year ended December 31, 2025, all options granted vested immediately upon the date of grant.

Stock-based compensation expense is measured at the grant date based on the fair value of the award. The Company has elected to account for forfeitures as they occur; however, no forfeitures occurred during the year ended December 31, 2025. Total stock-based compensation expense recognized was $3,909,714 for the year ended December 31, 2025. No stock-based compensation expense was capitalized during the period.

Total stock-based compensation expense recognized in the Consolidated Statements of Operations was as follows for the years ended December 31, 2025 and 2024:

The Company estimates the fair value of stock options using the Black-Scholes-Merton option-pricing model. The weighted-average assumptions used for options granted during the year ended December 31, 2025, are summarized below:

The inputs to the option pricing model used by the Company are determined as follows:

Expected Term: Determined using the "Simplified Method" as described in SEC Staff Accounting Bulletin 110.

Expected Volatility: Based on the historical volatility of a representative group of peer companies.

Risk-Free Interest Rate: Based on the U.S. Treasury yield curve in effect at the time of grant.

Expected Dividend Yield: The Company currently does not anticipate paying cash dividends.

The following table summarizes stock option activity for the year ended December 31, 2025:

The weighted-average grant-date fair value of options granted during the year ended December 31, 2025, was $0.10 per share. No options were exercised during the period.

As of December 31, 2025, there was no unrecognized compensation cost related to stock options as all awards granted during the period vested immediately.

Note 6. Commitments and Contingencies

Leases

The Company leased approximately 1,000 square feet of office space in Austin, Texas, under an operating lease which was set to expire in January 2026 and contained no extensions or other significant terms. The monthly lease cost was approximately $2,400. This lease was transferred as part of the divestiture of the Company’s non-core legacy swimming pool construction business (Reliant Pools, Inc.), effective December 31, 2025.

Litigation

On November 7, 2025, Jeffrey L. Feinberg Personal Trust (“Feinberg”) filed a complaint against ONAR, LLC in the Superior Court of the State of Delaware, Case No. N25C-11-060 SPL. The complaint alleges breach of contract and unjust enrichment related to a Senior Secured Promissory Note originally issued by Integrum Group, LLC (the Company’s predecessor entity) dated March 18, 2024, in the principal amount of $1,500,000 (the “Note”). Feinberg alleges that the Note matured on March 18, 2025, and that the amounts due thereunder have not been repaid.

The Company has retained counsel and filed its Answer and Affirmative Defenses, vigorously denying the claims asserted and raising multiple affirmative defenses. The Company believes these claims are without merit and intends to defend itself vigorously against this action.

The litigation is in its early stages and discovery has not yet commenced. At this time, management does not believe the ultimate resolution of this matter will result in a loss being recognized by the Company. Accordingly, no amounts have been accrued as of December 31, 2025.

Payroll tax liabilities

For the year ended December 31, 2023, the Company did not remit federal income tax, social security, Medicare or local and state income taxes which were withheld from the Company’s employees’ payroll. The Company has estimated and accrued fines and penalties associated with the amounts which have not been remitted and includes this amount in accrued expenses in the accompanying consolidated balance sheets. As of December 31, 2025 and 2024, the balance due was $646,113 and $516,807, respectively. As of the date of this filing, no enforcement action has been initiated by any taxing authority in connection with these liabilities. The Company’s tax representatives are engaged in active discussions with the relevant taxing authorities to resolve this matter and negotiate a structured payment arrangement. Management believes it is possible that a portion of the accrued penalties and interest may be abated or forgiven through the negotiation process.

Note 7. Debt

Replacement Notes

As a result of the acquisition of HLDCO (See Note 2), the Company became obligated to issue shares of common stock and replacement notes payable to holders of Integrum’s notes payable none of which were related parties. The Company was required to issue new notes with itself as borrower with such new notes being convertible six months after the closing of the HLDCO acquisition (the “Replacement Notes”). The Replacement Notes have substantially similar terms as the original notes payable except that six months after the Closing the Replacement Notes will become convertible into the common stock of the Company. The conversion price is determined after the six months has lapsed and is fixed after that date.

Additionally, three months after the closing of the HLDCO acquisition, the Company was required to issue common stock in settlement of accrued interest through the date of issuance plus a bonus equal to 25% of the outstanding principal of the related note payable.

The Company determined that the issuance of the Replacement Notes along with the shares of common stock represented an extinguishment of the original notes payable under US GAAP. Accordingly, the Company recognized a loss on extinguishment of $363,871 during the year ended December 31, 2024, which was determined by reference to the difference between the fair value of the consideration transferred and the carrying value of the original notes payable.

Line of Credit

On March 11, 2025, The Company entered into a $51,000 line of credit agreement with a financial institution. The line of credit matured on March 11, 2026, had an interest rate of 0% per annum and required monthly interest only payments with all principal and accrued interest due at maturity.

Note 8. Intangible assets

The Company’s intangible assets as of December 31, 2025 are summarized as follows:

The Company’s intangible assets as of December 31, 2024, are summarized as follows:

Future amortization of the Company’s intangible assets as of December 31, 2025 are as follows:

Note 9. Employee Loans Receivable

Forgivable Loans

In order to attract and retain highly skilled professionals, the Company may issue forgivable loans to employees and non-employee experts. The principal amount of forgivable loans and accrued interest is forgiven by the Company over the term of the loans, so long as the employee or non-employee expert continues employment or affiliation with the Company and complies with certain contractual conditions.

On March 30, 2023, the Company entered into a forgivable loan agreement with an independent contractor in the amount of $250,000 with 8% per annum interest rate. The loan is to be repaid through services rendered by the independent contractor over the term of the loan which is 2 years. If the independent contractor’s services are not to the Company’s satisfaction, the Company has the right, in its sole discretion, to require repayment of the loan in cash from the independent contractor.

In order to reflect the services received through the issuance of these forgivable loans, the Company amortizes the balance of such loans as a component of ‘salaries and related expenses’ over the requisite service period of the loan. During the years ended December 31, 2025 and 2024, the Company recognized amortization related to forgivable loans of $30,822 and $125,000, respectively, which is included within ‘cost of revenues’ in the accompanying consolidated statements of operations.

Other Loans

On June 20, 2023, the Company entered into a promissory note in the amount of $130,000 with the same independent contractor as the March 30, 2023, forgivable loan. The promissory note was due on June 20, 2024 and bared interest at 36% per annum. Any outstanding principal and accrued interest is due on the maturity date. The contractor also has the right to, in lieu of cash payments, to provide future services to the Company in reduction of principal or interest. The note is currently past due, the parties are in negotiations to extend the term of the note or settle the obligation for its original amount. The Company has not recognized any interest associated with this promissory note during the years ended December 31, 2025 or 2024.

This loan was subsequently repaid through the sale of VMED Services LLC, see Note 2.

Note 10 – Investment in Equity securities

The Company holds investments in equity securities of publicly listed companies. The Company remeasures any equity securities held at each reporting period and recognizes a gain or losses for any changes in the fair value of those equity securities. The Company determines the fair value of its equity securities using quoted market prices for markets which it can access. The following tables present the Company’s equity securities by class within the fair value hierarchy established in ASC 820.

Note 11 – Income Taxes

The Company accounts for income taxes in accordance with ASC 740,Income Taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled.

Components of Income Tax Expense:

The components of net loss before income taxes attributable to domestic and foreign operations for the years ended December 31, 2025 and 2024 consisted of the following:

The reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate is as follows:

The Company’s effective tax rate was 0% for both 2025 and 2024 due to the full valuation allowance recorded against its deferred tax assets.

Components of deferred tax assets and liabilities are as follows:

As of December 31, 2025 and 2024, the Company maintained a full valuation allowance against its net deferred tax assets. Based on available evidence, including historical cumulative losses, the Company concluded it is more likely than not that the deferred tax assets will not be realized.

As of December 31, 2025, the Company had gross estimated federal and state net operating loss carryforwards (NOL) of approximately $5.4 million, are carried forward indefinitely subject to an 80% utilization limitation. These carryforwards are subject to limitations under Section 382 of the Internal Revenue Code due to any future changes in ownership occurs. The Company has not yet completed it federal income tax return for the year ended December 31, 2025 and therefore these NOLs may change as a result of the completion of the Company’s federal tax return. These amounts represent management’s best estimate with available information as of December 31, 2025.

The utilization of NOLs and other tax attributes may be subject to annual limitations under Section 382 of the Internal Revenue Code due to ownership changes that occurred, or may occur in the future, including as a result of the Company’s recent acquisition of Reliant Holdings. If a Section 382 limitation is triggered, the Company’s ability to utilize its NOLs and other deferred tax assets to offset future taxable income may be significantly limited or delayed, and some portion of the tax attributes could expire before being utilized. The Company is currently evaluating the extent to which any such limitations apply.

The Company has evaluated its tax positions in accordance with ASC 740-10,Accounting for Uncertainty in Income Taxes, and concluded that there were no uncertain tax positions requiring recognition or disclosure in the financial statements as of December 31, 2025 or 2024. The Company does not expect any significant changes to its uncertain tax positions within the next 12 months. The Company’s policy is to recognize interest and penalties related to income taxes, if any, in income tax expense. No such amounts were recognized in 2025 or 2024.

Note 12. Subsequent events

Debt Issuances

During January through March 2026, the Company entered into convertible note agreements totaling $823,878 in aggregate principal with ADI, Auctus, and 1800 Diagonal Lending LLC. The notes bear interest at rates specified in each agreement and are convertible into shares of common stock at conversion prices defined therein. In connection with these financings, the Company issued warrants to purchase shares of common stock.

Debt Extinguishment

In January 2026, the Company fully repaid two existing loan facilities with CFI totaling $320,000 in aggregate face value.

Debt Conversions

During January through March 2026, holders of convertible notes converted an aggregate of approximately $76,386 in principal, accrued interest, and original issue discount into shares of common stock.

Letter of Intent

On March 26, 2026, the Company executed a nonbinding Letter of Intent for the acquisition of a business with complimentary markets and business model. The transaction is subject to the execution of a definitive purchase agreement, completion of due diligence, financing, and customary closing conditions. The acquisition, if consummated, is expected to close during 2026.

Increase of Authorized Shares

On May 5, 2026, the holder of a majority of the Company’s stock approved by written consent an increase in the authorized number of shares of the Common Stock of the Company from 1,000,000,000 to 3,000,000,000. Such action is expected to become effective on or about June 22, 2026.

Termination of S-8 Registration Statement

On March 31, 2026, the Company filed a post-effective amendment to terminate the offerings of shares pursuant to the registration statement on Form S-8 relating to the shares registered pursuant to the 2025 Plan and terminated the 2025 Plan.