Onar Holding Corp
For the period ended Mar 31, 2026. Filed Jul 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Jul 13, 2026
ONARStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001477932-25-008311
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-07-13.
0001477932-26-004268
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 67 previous paragraphs and 55 current paragraphs.
32 unchanged; 17 reworded; 6 added; 17 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Following a year of deliberate portfolio transformation, ONAR today operates through three core business units: JUICE, the Company’s flagship AI-enabled performance marketing agency, formed by uniting the Storia and Juice Labs agencies under a single brand following the September 2025 acquisition of Juice Labs; ONAR Labs, the Company’s technology and innovation division; and Scale Partners, a tech-enabled platform serving the commercial real estate sector, acquired in March 2026. In parallel, the Company exited its non-core legacy operations, divesting the Reliant Pools swimming pool construction business effective December 31, 2025 and completing the sale of substantially all assets of its VMED Services healthcare marketing business, while retaining the Of Kos brand intellectual property. These actions allow ONAR to concentrate its capital and management attention on its higher-margin, AI-enabled marketing and technology businesses.
Current report
***Highlights:***The three months ended March 31, 2026 reflected a 39% year-over-year increase in total revenue, driven primarily by the inclusion of agencies acquired during 2025. Operating expenses declined year-over-year, while interest expense increased in connection with borrowings used to fund operations and acquisitions. We continue to prioritize cost discipline and strategic growth initiatives to improve profitability.
Current report
We had income from discontinued operations of $-0- for the three months ended March 31, 2026, compared to $67,300 for the three months ended March 31, 2025, reflecting the Company’s exit from its legacy pool construction business during December 2025 (see Note 3 to the condensed consolidated financial statements).
Current report
We had a net loss of $1,128,066 for the three months ended March 31, 2026, compared to a net loss of $1,287,502 for the three months ended March 31, 2025, a decrease of $159,436 or approximately 12%.
Current report
We used $88,850 of net cash in investing activities from continuing operations for the three months ended March 31, 2026, consisting of advances to a related party of $99,416, partially offset by $10,566 of net cash received in connection with the disposal of certain property and equipment. Investing activities from continuing operations provided $143,897 of net cash for the three months ended March 31, 2025.
Current report
We generated $210,737 of net cash from financing activities from continuing operations for the three months ended March 31, 2026, primarily driven by proceeds from convertible notes payable of $727,200, offset by payments on convertible notes payable of $491,463 and repayments of notes payable, related party, of $25,000. We generated $334,883 of net cash from financing activities from continuing operations for the three months ended March 31, 2025, driven primarily by proceeds from convertible notes payable of $385,000.
Removed paragraphs (17)
Previous report
ONAR currently operates three wholly owned, high-specialization agencies: Storia, an AI-enabled performance marketing agency; Of Kos (formerly known as VMED Services), a healthcare marketing agency; and JUICE, a digital growth agency acquired in September 2025. Since the acquisition of JUICE, ONAR has merged the Storia and Juice brands and plans to operate the businesses together under the JUICE brand going forward.
Previous report
Residential Pools
Previous report
Through the Company’s wholly owned subsidiary Reliant Pools, which has operated since September 2013, the Company continues to manage a small, legacy custom swimming-pool construction business in the greater Austin, Texas market. Reliant Pools designs and builds residential pools and related water features, but this business is non-core to ONAR’s strategic focus on marketing, technology, and AI-driven growth.
Previous report
Management is actively pursuing strategic alternatives for Reliant Pools, including a potential sale or wind-down of operations, and expects to complete this process by the end of 2025. Proceeds or resources from any transaction are intended to be redeployed toward the Company’s higher-growth, higher-margin marketing and technology platform.
Previous report
To date, the majority of our growth has been through referral business. We offer a wide variety of pool projects based upon price and the desires of the client. When our sales personnel meet with a prospective customer, we provide them with an array of projects from the basic pool building to more high-end projects that may include waterfalls, mason work, backyard lighting and in-ground spas to highlight the outdoor living experience.
Previous report
Since the end of the third quarter, the Company has been in active discussions with multiple lenders and institutional investors and has received several non-binding term sheets to refinance and consolidate a significant portion of its near-term debt. Management anticipates completing one or more of these recapitalization transactions in the near future, which is expected to improve liquidity, extend maturities, and strengthen the Company’s balance sheet.
Previous report
*Highlights: *The nine months ended September 30, 2025 reflected a 25% year-over-year increase in total revenue, primarily driven by the addition of Juice Labs, which contributed results for the final 15 days of the quarter, as well as continued growth across ONAR’s marketing-agency network. The Reliant Pools segment was included, but was not material to consolidated results. Higher operating expenses primarily reflect the initial integration of Juice Labs, expanded activity in the marketing segment, and ongoing public-company and growth-related costs. Management continues to prioritize cost discipline and strategic growth initiatives to improve profitability.
Previous report
We had operating expenses of $1,165,667 for the three months ending September 30, 2025, compared to operating expenses of $1,165,940 for the three months ending September 30, 2024, representing a decrease of approximately $273, or less than 1%. The change was not material and primarily reflects normal period-to-period fluctuations in general and administrative expenses..
Previous report
We had transaction costs for merger of $-0- for the three months ending September 30, 2025, compared to $64,878 for the three months ending September 30, 2024, representing a decrease of $64,878 or 100%. This decrease was related to merger-related costs which were incurred prior to our acquisition of Reliant Holdings and such costs do not continue post-acquisition.
Previous report
For the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024
Previous report
We had revenue of $2,700,340 for the nine months ending September 30, 2025, compared to revenue of $2,166,635 for the nine months ending September 30, 2024, an increase of $533,705 or 25% from the prior period. The increase in revenues was primarily due to the acquisition of Reliant Holdings and its related pool business.
Previous report
We had cost of revenues of $2,531,743 for the nine months ending September 30, 2025, compared to cost of revenues of $1,506,912 for the nine months ending September 30, 2024, an increase of $1,024,831 or 68% from the prior period. This change is primarily due to the acquisition of Reliant Holdings which was not included in the previous period coupled with increased labor costs as we continue to seek to retain top talent within our business segments.
Previous report
We had transaction costs for merger of $-0- for the nine months ending September 30, 2025, compared to $281,525 for the nine months ending September 30, 2024, representing a decrease of $281,525 or 100%. This decrease was related to merger-related costs which were incurred prior to our acquisition of Reliant Holdings and such costs are not continuing post-acquisition.
Previous report
We had changes in the fair value of our investments of $448,139 for the nine months ending September 30, 2025, compared to $-0- for the nine months ending September 30, 2024, representing a 100% increase for the period. This change is the result of the liquidation of our investments during the period coupled with changes in the underlying market for these securities.
Previous report
We used $1.8 million of cash in investing activities for the nine months ending September 30, 2025 primarily from the purchase of Juice Labs, LLC during the period. We used approximately $69,000 of net cash in investing activities for the nine months ending September 30, 2024, which was due primarily to the issuance of a loan to an employee.
Previous report
We generated $2.7 million of cash provided by financing activities for the nine months ending September 30, 2025, primarily driven by the issuance of new debt instruments offset by repayments of previous balances. We generated $1.8 million of net cash provided by financing activities for the nine months ending September 30, 2024, which was driven primarily by the issuance of debt instruments during the period.
Previous report
During the nine-month period ended September 30, 2025, the Company added six new board members, including several independent directors, to enhance governance and oversight. These additions reflect the Company’s continued efforts to strengthen its leadership structure as it scales its operations and prepares for future growth.
Reworded paragraphs (17)
Previous wording
This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K/A for the year ended December 31, 2024, filed with the Securities and Exchange Commission on May 5, 2025 (the “Annual Report”).
Current wording
This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on June 11, 2026 (the “Annual Report”).
Previous wording
Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our consolidated financial statements included above under “Part I - Financial Information” – “Item 1. Financial Statements”.
Current wording
Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our condensed consolidated financial statements included above under “Part I - Financial Information” – “Item 1. Financial Statements”.
Previous wording
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:
Current wording
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying condensed 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 wording
On July 25, 2024, Reliant Holdings acquired HLDCO, LLC and its wholly owned subsidiary, Integrum Group, LLC, which was subsequently renamed and rebranded as ONAR (“ONAR”). Due to the relative significant of HLDCO, LLC, we account for this acquisition as a reverse acquisition. ONAR is a leading marketing agency group that provides a host of services specifically focused on middle-market companies that need the flexibility of both specialized and holistic marketing services. ONAR currently operates three wholly owned and highly specialized marketing agencies: Storia, an artificial intelligence-enabled digital performance marketing agency and VMED, a healthcare marketing agency.
Current wording
On July 25, 2024, Reliant Holdings acquired HLDCO, LLC and its wholly owned subsidiary, Integrum Group, LLC, which was subsequently renamed and rebranded as ONAR (“ONAR”). Due to the relative significance of HLDCO, LLC, we account for this acquisition as a reverse acquisition.
Previous wording
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 wording
As a marketing 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.
Previous wording
We ended the quarter with $625 thousand in current assets and $9 million in current liabilities, resulting in a working capital deficit of approximately $8.3 million. Current liabilities include approximately $5.3 million of notes and other borrowings due within twelve months.
Current wording
We ended the quarter with $178,550 in current assets and $10.6 million in current liabilities, resulting in a working capital deficit of approximately $10.4 million. Current liabilities include approximately $5.7 million of notes and other borrowings due within twelve months.
Previous wording
In addition, with the inclusion of Juice Labs once fully integrated, ONAR is on a path to positive cash flow, reflecting improved operating leverage and integration progress across the marketing agency network. Management used $1 million of net cash in operating activities for the nine months ending September 30, 2025, and used $2.7 million from financing activities in the period. While the Company does not currently have additional committed sources of capital beyond the negotiations described above, management believes that the completion of the planned refinancing will materially enhance the Company’s financial flexibility.
Current wording
The integration of Juice Labs is delivering measurable operating leverage. Net cash used in operating activities declined approximately 40% year over year, to approximately $205,000 for the three months ended March 31, 2026, and the Company received approximately $211,000 from financing activities in the period. While the Company does not currently have additional committed sources of capital, management believes that the completion of the potential refinancing will materially enhance the Company’s financial flexibility.
Previous wording
We had revenue of $1,077,106 for the three months ending September 30, 2025, compared to revenue of $898,797 for the three months ending September 30, 2024, an increase of $178,309 or 20% from the prior period. The change in revenues was primarily due to changes in the Marketing segment’s customer base and the timing of revenue streams during the period.
Current wording
We had revenue of $1,021,085 for the three months ended March 31, 2026, compared to revenue of $734,515 for the three months ended March 31, 2025, an increase of $286,570 or 39% from the prior period. The increase in revenues was primarily due to the inclusion of agencies acquired during 2025 and changes in the customer base and timing of revenue streams.
Previous wording
We had cost of revenues of $832,483 for the three months ending September 30, 2025, compared to cost of revenues of $679,891 for the three months ended September 30, 2024, an increase of $152,592 or 22% from the prior period. This change is primarily due to the increased costs from the Juice Labs acquisition and we expect this to reduce in the future due to cost synergies.
Current wording
We had cost of revenues of $964,846 for the three months ended March 31, 2026, compared to cost of revenues of $639,859 for the three months ended March 31, 2025, an increase of $324,987 or 51% from the prior period. This change is primarily due to the mix of revenue from acquired agencies and increased labor costs.
Previous wording
We had operating expenses of $3,207,456 for the nine months ending September 30, 2025, compared to operating expenses of $1,930,634 for the nine months ending September 30, 2024, representing an increase of $1,276,822 or 66%. This change was related to costs of compliance as a result of our acquisition of Reliant Holdings and the accompanying public company reporting obligations coupled with increases in stock-based compensation and executive compensation during the period.
Current wording
We had operating expenses of $381,882 for the three months ended March 31, 2026, compared to operating expenses of $1,111,882 for the three months ended March 31, 2025, representing a decrease of $730,000 or 66%. This decrease was primarily related to lower stock-based compensation, professional fees, and compliance costs incurred in the prior-year period.
Previous wording
We had interest expense of $459,579 for the three months ending September 30, 2025, compared to interest expense of $153,409 for the three months ending September 30, 2024, due to interest costs in connection with new loans during 2025 to fund operations and acquisitions as described in greater detail under “Liquidity and Capital Resources” below.
Current wording
We had interest expense of $802,502 for the three months ended March 31, 2026, compared to interest expense of $192,864 for the three months ended March 31, 2025, an increase of $609,638, due to interest costs and amortization of debt discount in connection with new borrowings during 2025 and 2026 to fund operations and acquisitions as described in greater detail under “Liquidity and Capital Resources” below.
Previous wording
We had changes in the fair value of our investments of $201,335 for the three months ending September 30, 2025, compared to $-0- for the three months ended September 30, 2024, representing a 100% increase for the period. This change is the result of the liquidation of our investments during the period coupled with changes in the underlying market for these securities.
Current wording
We had no change in the fair value of our investments for the three months ended March 31, 2026, compared to a loss of $182,151 for the three months ended March 31, 2025. The prior-period change was the result of the liquidation of our investments coupled with changes in the underlying market for these securities.
Previous wording
We had total assets of $4.3 million as of September 30, 2025, consisting of total current assets of $625,214, which included cash of $284,881, and accounts receivable of $220,145.
Current wording
We had total assets of $4.0 million as of March 31, 2026, consisting of total current assets of $178,550, which included cash of $11,213 and accounts receivable, net, of $55,614.
Previous wording
We had total and current liabilities of $9 million as of September 30, 2025, including accounts payable of $1,004,686 and accrued expenses of $2,001,677, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $81,260, and notes payable maturing within one year of $5.3 million net of associated debt discounts.
Current wording
We had total and current liabilities of $10.6 million as of March 31, 2026, including accounts payable of $1,577,569, accrued expenses and other liabilities of $3,141,300, deferred revenue of $240,915, and notes payable, notes payable — related party, and convertible notes payable maturing within one year of approximately $5.7 million, net of associated debt discounts.
Previous wording
We had a working capital deficit of $8.3 million as of September 30, 2025, compared to a working capital deficit of $4 million as of December 31, 2024.
Current wording
We had a working capital deficit of $10.4 million as of March 31, 2026, compared to a working capital deficit of $9.4 million as of December 31, 2025.
Previous wording
We used $1 million net cash in operating activities for the nine months ending September 30, 2025, as compared to $1.3 million of net cash used in operating activities for the nine months ending September 30, 2024. Net cash used in operating activities for the 2025 period was mainly due to our net loss for the period offset by certain non-cash charges. For the 2024 period, net cash used in operating activities was mainly due to a net loss for the period.
Current wording
We used $205,094 of net cash in operating activities from continuing operations for the three months ended March 31, 2026, as compared to $344,264 of net cash used in operating activities from continuing operations for the three months ended March 31, 2025. Net cash used in operating activities in both periods was mainly due to our net loss for the period, offset by non-cash charges including amortization of debt discount, depreciation and amortization, and shares issued for services.
Previous wording
Although there can be no assurance that the Company’s ongoing initiatives will be successful, management believes that the combination of (i) active debt-refinancing and recapitalization efforts, (ii) positive adjusted cash-flow generation following the Juice Labs acquisition, and (iii) disciplined cost management and expense controls will provide sufficient flexibility to support near-term operating and growth needs. The Company continues to evaluate additional financing options, including potential equity or debt offerings and strategic partnerships, as part of its broader capital-optimization plan.
Current wording
Although there can be no assurance that the Company’s ongoing initiatives will be successful, management believes that the combination of (i) active debt-refinancing and recapitalization efforts, (ii) the significant reduction in operating cash usage following the Juice Labs integration, and (iii) disciplined cost management and expense controls will provide sufficient flexibility to support near-term operating and growth needs. The Company continues to evaluate additional financing options, including potential equity or debt offerings and strategic partnerships, as part of its broader capital-optimization plan.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
We had interest expense of $828,803 for the nine months ended September 30, 2025, compared to interest expense of $301,581 for the nine months ended September 30, 2024, due to interest costs in connection with new loans during 2025 to fund operations as described in greater detail under “Liquidity and Capital Resources” below.