UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended ~~June~~September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____________ TO _____________

Commission File Number 000-56012

ONAR Holding Corporation

(Exact name of registrant as specified in its charter)

Nevada		47-2200506
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

990 Biscayne Blvd, 5th Floor Miami, FL		33132
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +1 213-437-3081

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value Per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

State the number of shares of the issuer’s common stock outstanding, as of the latest practicable date: ~~113~~131,~~618~~137,~~057~~962 shares of common stock are issued and outstanding as of ~~August~~November 1913, 2025.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		3
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements		4
Unaudited Consolidated Balance Sheets		5
Unaudited Consolidated Statements of Operations		6
Unaudited Consolidated Statements of Stockholders’ Deficit		7
Unaudited Consolidated Statements of Cash Flows		8
Notes to the Unaudited Consolidated Financial Statements		9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2123
Item 3. Quantitative and Qualitative Disclosures about Market Risk		2528
Item 4. Controls and Procedures		2528
PART II – OTHER INFORMATION
Item 1. Legal Proceedings		2730
Item 1A. Risk Factors		2730
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		2730
Item 3. Defaults Upon Senior Securities		2831
Item 4. Mine Safety Disclosures		2831
Item 5. Other Information.		2831
Item 6. Exhibits		2932

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Cautionary Statement Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include:

· our ability to continue as a going concern; · the need for additional funding, our ability to raise such funding, and the ultimate terms thereof; · 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 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 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; · risks relating to our legacy swimming pool and home construction business; · 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; and · other risk factors included under “Risk Factors” below.

You should read the matters described in “Risk Factors” and the other cautionary statements made in this Report, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended ~~June~~September 30, 2025, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K/A for the year ended December 31, 2024, filed with the Securities and Exchange Commission on May 5, 2025.

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ONAR HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
	(Unaudited)
ASSETS
Current assets:
Cash	$	~~265~~284,~~409~~881		$	339,199
Accounts receivable, net		~~163~~220,~~956~~145			79,483
Investments in equity securities		~~150,011~~-			371,151
Investments in equity securities, related party		9241,~~385~~061			118,048
Prepaid expenses and other current assets		8079,~~067~~127			59,398
Total current assets		~~751~~625,~~828~~214			967,279
Other assets:
Property and equipment		9286,~~556~~069			106,741
Intangible Assets, customer relationships, net		166,754			331,048
Intangible assets, net		267,863			331,048
Goodwill		~~458~~2,~~335~~651,883			458,335
Advances to related party		110,419			-
Employee loan receivable, net		164,022			160,822
Advance to affiliated entity		400,700			400,700
Right of use asset		114,~~570~~666			25,049
Total other assets		13,~~293~~685,~~935~~622			1,482,695
Total assets	$	24,~~045~~310,~~763~~836		$	2,449,974
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	~~499~~1,~~047~~004,686		$	319,684
Accrued expenses and other liabilities		12,~~740~~001,~~766~~677			1,200,402
Lines of credit		~~49,004~~-			219,775
Deferred revenue		9590,~~601~~486			155,504
Contract liabilities		~~213~~81,~~636~~260			169,748
Accrued expenses and advances, related party		~~7,878~~-			228,079
Lease liability		114,~~810~~762			25,337
Notes payable		2,~~205~~194,~~008~~657			2,121,719
Notes payable, related party		830,106			560,450
Notes payable, related party, net of discounts		1,009,062			560,450
Convertible notes payable		658,396			-
Convertible notes payable, net of discounts		2,092,627			-
Total current liabilities and total liabilities		68,~~225~~979,~~252~~217			5,000,698
Commitments and contingencies (Note 6)
Stockholders’ Deficit:
Preferred stock, 5,000,000 shares authorized, $0.001 par value, 0 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		-			-
Preferred stock, 5,000,000 shares authorized, $0.001 par value, 0 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		-			-
Preferred stock Series A, 1,000 shares authorized, $0.001 par value, 1,000 and 1,000 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		1			1
Preferred stock Series A, 1,000 shares authorized, $0.001 par value, 1,000 and 1,000 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		1			1
Preferred stock Series B, 10,000 shares authorized, $0.001 par value, 3,125 and 3,125 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		3			3
Preferred stock Series B, 10,000 shares authorized, $0.001 par value, 3,065 and 3,125 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		3			3
Preferred stock Series C, 6,570 shares authorized, $0.001 par value, 6,570 and 6,570 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		7			7
Preferred stock Series C, 6,570 shares authorized, $0.001 par value, 6,570 and 6,570 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		7			7
Preferred stock, Series D, 100 shares authorized, $0.001 par value, 0 and 100 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		-			-
Preferred stock, Series D, 100 shares authorized, $0.001 par value, 0 and 100 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		-			-
Preferred stock Series E, 6,000 shares authorized, $0.001 par value, 500 and 0 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		-			-
Preferred stock Series E, 6,000 shares authorized, $0.001 par value, 660 and 0 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		-			-
Common stock 450,000,000 shares authorized, $0.001 par value., 120,641,982 and 112,380,049 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		120,643			112,380
Common stock 1,000,000,000 shares authorized, $0.001 par value., 128,762,167 and 112,380,049 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		128,763			112,380
Additional paid-in capital		34,~~074~~175,~~392~~335			2,017,894
Accumulated deficit		(78,~~374~~972,~~535~~490	)		(4,681,009	)
Total stockholders’ deficit		(4,~~179~~668,~~489~~381	)		(2,550,724	)
Total liabilities and stockholders’ deficit	$	24,~~045~~310,~~763~~836		$	2,449,974

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ONAR HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue (including $-0- and $-0-, respectively and $-0- and $159,431 of related party revenue, respectively, Note 4)	$	550,639		$	667,296		$	1,623,234		$	1,267,838
Revenue (including approximately $-0-, $248,000, $-0- and $470,000 of related party revenue, respectively, Note 4)	$	1,077,106		$	898,797		$	2,700,340		$	2,166,635
Cost of revenues		~~821~~832,~~584~~483			~~348~~679,~~171~~891			12,~~699~~531,~~260~~743			~~827~~1,~~021~~506,912
Gross profit (loss)		(270,945	)		319,125			(76,026	)		440,817
Gross profit		244,623			218,906			168,597			659,723
Operating expenses:
General and administrative		~~831~~1,~~477~~106,959			~~300~~975,~~132~~467			12,~~863~~970,~~309~~268			~~541~~1,~~086~~592,925
Depreciation and amortization		6558,~~490~~708			80190,~~872~~473			~~178~~237,~~480~~188			~~223~~337,~~608~~709
Total operating expenses		~~896~~1,~~967~~165,667			~~381~~1,~~004~~165,940			23,~~041~~207,~~789~~456			~~764~~1,~~694~~930,634
Loss from operations		(1921,~~167,912~~044	)		(61947,~~879~~034	)		(23,~~117~~038,~~815~~859	)		(~~323~~1,~~877~~270,911	)
Other (income) expense:
Interest expense		~~175~~459,~~497~~579			98153,~~499~~409			~~369~~828,~~224~~803			~~148~~301,~~172~~581
Transaction costs for merger		-			~~157~~64,~~047~~878			-			~~216~~281,~~647~~525
Other (income) expense		(2,039	)		(38,654	)		(40,318	)		(23,192	)
Other expense (income)		15,997			(41,224	)		(24,321	)		(64,416	)
Change in fair value of investments		64201,~~653~~335			-			~~246~~448,~~804~~139			-
Total other (income) expense		238,111			216,892			575,710			341,627
Total other expense		676,911			177,063			1,252,621			518,690
Provision for income tax		-			-			-			-
Net loss	$	(1,~~406~~597,~~023~~955	)	$	(~~278~~1,~~771~~124,097	)	$	(24,~~693~~291,~~525~~480	)	$	(~~665~~1,~~504~~789,601	)
Net loss per share - basic and diluted	$	(0.01	)	$	(0.0207	)	$	(0.0203	)	$	(0.0411	)
Weighted average common shares outstanding		~~119~~122,~~902~~996,~~406~~729			16,785,000			~~117~~119,~~110~~076,~~657~~991			16,785,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ONAR HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

	Preferred Stock																															Members'
	Series A				Series B					Series C				Series D				Series E				Common Stock				Additional						~~Members'~~ Capital
	Shares		Par Value		Shares			Par Value		Shares		Par Value		Shares		Par Value		Shares		Par Value		Shares		Par Value		Paid inCapital			AccumulatedDeficit			of HLDCO			Total
Balance December 31, 2022 - Pre reverse merger		-	$	-		-		$	-		-	$	-		-	$	-		-	$	-		-	$	-	$	-		$	-		$	(515,371	)	$	(515,371	)
Effect of reverse merger (Note 2)		1,000		1		3,545			4		6,570		7		100		-		100		-		16,785,000		16,785		1,065,685			(1,597,853	)		515,371			-
Balance December 31, 2022 - Post reverse merger		1,000		1		3,545			4		6,570		7		100		-		100		-		16,785,000		16,785		1,065,685			(1,597,853	)		-			(515,371	)
Net loss		-		-		-			-		-		-		-		-		-		-		-		-		-			(386,733	)		-			(386,733	)
Balance March 31, 2024		1,000	$	1		3,545		$	4		6,570	$	7		100	$	-		100	$	-		16,785,000	$	16,785	$	1,065,685			(1,984,586	)	$	-		$	(902,104	)
Contributions by members of HLDCO		-		-		-			-		-		-		-		-		-		-		-		-		125,500			-			-			125,500
Distributions to members of HLDCO		-		-		-			-		-		-		-		-		-		-		-		-		(236,397	)		-			-			(236,397	)
Net loss		-		-		-			-		-		-		-		-		-		-		-		-		-			(278,771	)		-			(278,771	)
Balance June 30, 2024		1,000	$	1		3,545		$	4		6,570	$	7		100	$	-		100	$	-		16,785,000	$	16,785	$	954,788		$	(2,263,357	)	$	-		$	(1,291,772	)
Balance December 31, 2024		1,000	$	1		3,125		$	3		6,570	$	7		-	$	-		-	$	-		112,380,049	$	112,380	$	2,017,894			(4,681,010	)	$	-		$	(2,550,724	)
Contributions by members of HLDCO		-		-		-			-		-		-		-		-		-		-		-		-		500			-			-			500
Distributions to members of HLDCO		-		-		-			-		-		-		-		-		-		-		-		-		(650	)		-			-			(650	)
Consideration transferred for acquisition of HLDCO		-		-		-			-		-		-		-		-		-		-		-		-		688,732			-			-			688,732
Net loss		-		-		-			-		-		-		-		-		-		-		-		-		-			(1,124,097	)		-			(1,124,097	)
Balance September 30, 2024		1,000	$	1		3,545		$	4		6,570	$	7		100	$	-		100	$	-		16,785,000	$	16,785	$	1,643,370		$	(3,387,454	)	$	-		$	(1,727,287	)
Balance December 31, 2024		1,000	$	1		3,125		$	3		6,570	$	7		-	$	-		-	$	-		112,380,049	$	112,380	$	2,017,894			(4,681,009	)	$	-		$	(2,550,725	)
Issuance of shares for services		-		-		-			-		-		-		-		-		-		-		3,565,806		3,566		307,640			-			-			311,206
Conversion of notes payable and accrued interest		-		-		-			-		-		-		-		-		-		-		3,391,366		3,393		142,455			-			-			145,848
Net loss		-		-		-			-		-		-		-		-		-		-		-		-		-			(1,287,502	)		-			(1,287,502	)
Balance March 31, 2025		1,000	$	1		3,125		$	3		6,570	$	7		-	$	-		-	$	-		119,337,221	$	119,339	$	2,467,989		$	(5,968,512	)	$	-		$	(3,381,173	)
Issuance of shares for services		-		-		-			-		-		-		-		-		-		-		1,304,761		1,304		106,403			-			-			107,707
Proceeds from sale of preferred stock		-		-		-			-		-		-		-		-		500		-		-		-		500,000			-			-			500,000
Net loss		-		-		-			-		-		-		-		-		-		-		-		-		-			(1,406,023	)		-			(1,406,023	)
Balance June 30, 2025		1,000	$	1		3,125		$	3		6,570	$	7		-	$	-		500	$	-		120,641,982	$	120,643	$	3,074,392		$	(7,374,535	)	$	-		$	(4,179,489	)
Issuance of shares for services		-		-		-			-		-		-		-		-		-		-		3,713,244		3,713		360,210			-			-			363,923
Issuance of series E preferred stock		-		-		-			-		-		-		-		-		160		-		-		-		213,333			-			-			213,333
Issuance of shares and warrant with debt		-		-		-			-		-		-		-		-		-		-		500,000		500		424,930			-			-			425,430
Notes payable and accrued interest conversion		-		-		-			-		-		-		-		-		-		-		2,000,000		2,000		58,000			-			-			60,000
Conversion of preferred shares		-		-		(60	)		-		-		-		-		-		-		-		1,906,941		1,907		(1,907	)		-			-			-
Capital contributed from gain on settlement of related party notes payable		-		-		-			-		-		-		-		-		-		-		-		-		46,377			-			-			46,377
Net loss		-		-		-			-		-		-		-		-		-		-		-		-		-			(1,597,955	)		-			(1,597,955	)
Balance September 30, 2025		1,000	$	1		3,065		$	3		6,570	$	7		-	$	-		660	$	-		128,762,167	$	128,763	$	4,175,335		$	(8,972,490	)	$	-		$	(4,668,381	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ONAR HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

	2025			2024
Operating Activities
Net loss	$	(24,~~693~~291,~~525~~480	)	$	(~~665~~1,~~504~~789,601	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		~~178~~237,~~480~~188			~~223~~337,~~608~~709
Amortization of employee loan receivable		31,250			62,500
Impairment of related party accounts receivable		-			405,614
Amortization of debt discount		32,487			-
Amortization of employee loan receivable		31,250			-
Lease expense		(48	)		-
Amortization of debt discount		47,990			-
Change in fair value of investment in equity securities		246,804			-
Lease expense		(192	)		-
Share based compensation		418,913			-
Change in fair value of investment in equity securities		298,400			-
Share based compensation		782,836			-
Employee loan receivable interest income and extension fee		(34,450	)		-
Note payable, related party, extension fees added to principal		194,773			-
Changes in operating assets and liabilities:
Accounts receivable		~~(84~~145,~~473~~455	)		15(37,~~462~~306	)
Accounts receivable, related party		-			(~~315~~405,~~488~~614	)
Prepaid expenses and other assets		(2019,~~669~~729	)		(6164,~~305~~216	)
Accounts payable		~~179~~685,~~362~~000			(5332,~~813~~652	)
Accrued expenses and other liabilities		~~848~~1,~~768~~258,552			~~203~~402,~~977~~030
Accrued expenses and advances, related party		(~~220~~228,~~201~~079	)		(~~239~~42,~~176~~586	)
Deferred revenue		(~~145~~46,~~903~~222	)		3(42,~~529~~504	)
Customer contracts		43(88,~~888~~488	)		-(27,977	)
Net cash used in operating activities		(1,~~024~~027,~~544~~196	)		(~~826~~1,~~210~~297,103	)
Investing Activities
Purchase of property and equipment		-			(2738,~~029~~052	)
Loan receivable		-			(400,700	)
Purchase of intangible assets		-			(4,317	)
Net cash used in investing activities		-			(427,729	)
Cash received for acquisition of Reliant Holdings, Inc.		-			374,294
Payment made to related party for note receivable”		-			(400,700	)
Proceeds from sale of investment in equity securities		149,738			-
Cash received from purchase of Retina AI		60,003			-
Acquisition of Juice Labs, LLC, net of cash received		(1,869,272	)		-
Advances to related party		(110,419	)		-
Net cash used in investing activities		(1,769,950	)		(68,775	)
Financing Activities
Proceeds from issuance of notes payable		-			2,~~154~~110,~~796~~000
Repayment of notes payable		(346,~~775~~708	)		-
Repayment of due to shareholder		-			(598,844	)
Advances from shareholder		-			436,159
Proceeds from sale of preferred stock		500,000			-
Proceeds from notes payable, related party		35,000
Repayment of advances from members of Onar		-			(79,368	)
Repayment of notes payable, related party		(247,673	)		(404,000	)
Proceeds from notes payable, related party		35,000			-
Proceeds from line of credit		49,004			90,000
Repayment of notes payable, related party		(255,402	)		(6,550	)
Repayment of line of credit		(7,710	)		(90,158	)
Proceeds from line of credit		47,581			-
Proceeds from issuance of convertible notes payable		662,000			-
Repayment of line of credit		(7,710	)		(1,431	)
Distributions to members of HLDCO		-			(236,397	)
Proceeds from issuance of convertible notes payable		2,863,500			-
Contributions from members of HLDCO		-			125,500
Distributions to members of HLDCO		-			(237,047	)
Repayment of convertible notes payable		(36,091	)		-
Contributions from members of HLDCO		-			126,000
Net cash provided by financing activities		950,754			1,639,741
Repayment of convertible notes payable		(393,433	)		-
Net change in cash		(73,790	)		385,802
Net cash provided by financing activities		2,742,828			1,828,287
Net change in cash		(54,318	)		462,409
Cash - beginning of year		339,199			1,015
Cash - end of period	$	~~265~~284,~~409~~881		$	~~386~~463,~~817~~424
Supplemental cash flow disclosures
Interest paid	$	511,~~432~~251		$	9073,~~000~~848
Income taxes paid	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities
Conversion of notes payable and accrued interest	$	~~142~~200,455		$	-
Conversion of Series B preferred stock to common stock	$	1,907		$	-
Fair value of shares issued for acquisition of Reliant Holdings, Inc.	$	-		$	688,732
Accrued liabilities paid by related party note payable	$	287,556		$	-
Discounts on convertible notes payable	$	68498,~~287~~687		$	-
Line of credit converted to note payable	$	212,065		$	-
Settlement and replacement of notes payable, related party and accrued interest	$	233,062		$	-
Purchase of Retina AI through issuance of Series E preferred stock	$	153,331		$	-
Discounts on convertible notes payable from issuance of common stock warrants	$	425,430		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ONAR Holding Corporation

Notes to Unaudited Condensed 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~~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 ~~where~~(the “Reverse Merger”) whereby the shareholders of HLDCO entered into an ~~Agreement~~agreement to ~~Contribute~~contribute the membership interests of HLDCO to the Company in return for common stock of the Company, ~~whereby~~following which HLDCO became a wholly-owned subsidiary of Reliant Holdings Inc. ~~Integrum was formed in July 2021 as a Delaware entity~~ and isthe ~~currently~~shareholders ~~headquartered~~of inHLDCO ~~Los~~owned ~~Angeles, California. Integrum specializes in marketing solutions through~~ a ~~technology-enabled~~majority ~~independent~~of ~~marketing~~the ~~agency~~common ~~brand~~stock ~~network.~~of ~~Its~~the ~~services span various industries, including performance digital marketing, healthcare industry marketing, and experiential marketing~~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.

Basis of Presentation

The Company prepares consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follows the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying financial statements are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at ~~June~~September 30, 2025 and 2024 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2024 audited financial statements. The results of operations for the period ended ~~June~~September 30, 2025 are not necessarily indicative of the operating results for the full year.

Going Concern

The accompanying condensed consolidated financial statements have been prepared ~~assuming~~on ~~the Company will continue as~~ a going -concern basis, which ~~contemplates,~~assumes ~~among~~the ~~other~~Company ~~things,~~will ~~the~~continue ~~realization~~to ofrealize its assets and ~~satisfaction~~satisfy ofits liabilities in the normal course of business. The Company has historically incurred operating losses ~~since~~and ~~inception, has~~ negative ~~working capital and has not generated positive~~ cash flows from operations ~~since~~and ~~inception. The~~had ~~Company generated~~ a ~~loss~~working-capital deficit of approximately $~~2,693,525~~8.3 ~~for~~million ~~the~~as ~~period~~of ~~ended~~September ~~June~~ 30, 2025 ~~and has a working capital deficiency of $5,473,424~~. These ~~matters,~~factors ~~among others,~~ raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these financial statements are issued.

~~The~~Management ~~Company’s~~believes ~~ability~~this touncertainty ~~continue in existence~~ is ~~dependent~~being onmitigated ~~its~~through ~~ability~~several toactions ~~develop~~taken ~~additional sources of capital,~~ and~~/or~~ ~~achieve profitable operations and positive cash flows~~underway. ~~Management’s~~During ~~plans~~2025, ~~with~~the ~~respect~~Company toclosed ~~operations~~multiple ~~include~~financings, ~~aggressive~~completed ~~marketing~~the acquisition and ~~raising~~integration ~~additional capital through sales~~ of ~~equity~~Juice orLabs ~~debt~~LLC ~~securities~~and asRetina ~~may~~AI, ~~be necessary to pursue its business plans~~ and ~~sustain~~implemented ~~operations~~operational ~~until~~improvements ~~such~~expected ~~time~~to asenhance ~~the~~future ~~Company can achieve~~ profitability. Management ~~believes~~is ~~that~~actively ~~aggressive~~pursuing ~~marketing~~refinancing ~~combined~~of ~~additional~~short-term ~~financing,~~obligations asinto ~~necessary~~longer-term, ~~will~~lower-cost ~~result~~debt infacilities ~~improved operations~~ and ~~cash~~has ~~flows~~received inseveral ~~the~~non-binding ~~future.~~term ~~However,~~sheets ~~there~~from ~~can~~institutional belenders noto ~~assurance~~recapitalize ~~that~~the ~~management~~balance ~~will be successful in obtaining additional funding or in attaining profitable operations~~sheet. ~~The~~In ~~accompanying~~addition, ~~consolidated~~the ~~financial~~Company’s ~~statements~~core dooperating ~~not~~subsidiaries ~~include~~are ~~any~~now ~~adjustments~~producing ~~that~~positive ~~might~~cash ~~result~~flow ~~from~~on ~~the~~a ~~outcome~~non-GAAP ofadjusted ~~this uncertainty~~basis.

Management’s plans include continuing to strengthen the Company’s capital structure, further reducing expenses, and expanding higher-margin, AI-enabled marketing and technology services. While no assurance can be given that these initiatives will be successful, management believes that the combination of operating improvements, anticipated refinancing transactions, and ongoing access to capital markets will provide sufficient liquidity to support the Company’s operations over the foreseeable future. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Principles 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.

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

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~~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~~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~~the Company’s revenue recognized at a point in time is for work performed for pool maintenance or repairs. Unlike ~~The~~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.

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Contract modifications are routine in the performance of ~~The~~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.

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~~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~~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~~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 periods ended ~~June~~September 30, 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~~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.

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.

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

	1.	Strategic Consulting: Development of marketing strategies, including competitive analysis, campaign performance evaluations, and recommendations for campaign execution and optimization in the digital space.

	2.	Paid Advertising: Execution of digital advertising campaigns leveraging data analytics, machine learning, and artificial intelligence across a range of digital platforms. Ongoing optimization of these campaigns to achieve optimal results for the client is part of the process, as well as iterative creative services to help achieve results. Continuous monitoring and adjustment of the advertising campaigns is achieved through bi-weekly consultations with the client to review performance and implement optimizations.

	3.	Web Development: The creation and development of websites, landing pages, ecommerce platforms, and other web assets is often supplemental to the Paid Advertising being executed for clients. This includes optimization of existing web assets with services such as search engine optimization and conversion rate optimization.

	4.	Creative Services: The creation or redevelopment of creative assets is another service area offered. Typically, the creative services are limited to Web Development or the execution of creative services needed to support Paid Advertising. In some cases, full brand development and brand strategy work is included in the Creative Services offering.

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~~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.

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.

Classification of Construction Contract-related Assets and Liabilities

Contract assets are presented as a current asset in the accompanying consolidated balance sheets, and contract liabilities are presented as a current liability 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.

Earnings 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 no dilutive shares outstanding during the periods ending June 30, 2025 and 2024.~~

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Recent Accounting Pronouncements

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

Note 2. ~~Acquisition of HLDCO LLC~~Acquisitions

HLDCO LLC

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 ~~provisionally in the accompanying consolidated balance sheets~~ at their estimated fair values as of the acquisition date. ~~The~~There ~~initial~~were ~~accounting~~no ~~for~~adjustments ~~the~~to ~~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~~balances ~~are subject to change to the extent that additional information is obtained about the facts and circumstances that existed~~ as ofrecognized ~~the~~at ~~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 July 25, 2025~~. 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.

Shares by the Company shareholders post-Closing		16,798,351
stock price on Closing	$	0.0410
Stock price on Closing	$	0.0410
Fair value transferred for acquisition	$	688,732

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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 onwere ~~a preliminary basis~~ as follows:

Cash	$	374,294
Property and equipment		76,347
Right of use asset		38,109
Accounts payable		(13,629	)
Accrued expenses		(74,667	)
Billings in excess of cost		(75,462	)
Notes payable		(56,390	)
Operating lease liability		(38,205	)
		230,397
Goodwill		458,335
Assets and liabilities acquired	$	688,732

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 Company has engaged a third party to complete a purchase price allocation valuation and expects that to be completed in Q4 2025.

Consolidated unaudited pro forma information:

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

Revenues	$	2,840,773
	Total
Net loss	$	(804,505	)
Revenues	$	3,187,892
Net loss	$	(1,452,122	)

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. Management expects the integration of Retina AI’s technology into ONAR Labs to continue through the fourth quarter of 2025.

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.

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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.

Cash consideration

2,124,693

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

Cash	$	255,421
Accounts receivable		286,117
Accrued expenses		(129,189	)
Deferred revenue		(481,204	)
		(68,855	)
Goodwill		2,193,548
Assets and liabilities acquired	$	2,124,693

During the nine months ended September 30, 2025, approximately $227,000 of revenue was generated by Juice and is included in the condensed consolidated statement of operations. Juice’s net loss for the period from the acquisition to September 30, 2025, was approximately $35,000.

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

	Total
Revenues	$	4,532,095
Net loss	$	(3,803,725	)

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.

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Note 3. Contracts in Process

Changes in the Company’s contracts in process during the period were as follows:

Contract liabilities at December 31, 2024	$	169,748
Revenue recognized		(~~419~~833,~~673~~979	)
Additions		~~463~~745,~~561~~491
Contract liabilities at June 30, 2025	$	213,636
Contract liabilities at September 30, 2025	$	81,260

The net liability position for pool construction contracts in process consisted of the following as of ~~June~~September 30, 2025, are:

Costs on uncompleted contracts	$	~~122~~106,~~133~~796
Estimated earnings		5145,~~498~~030
Less: Progress billings		~~387~~233,~~267~~086
Contract liabilities, net	$	(~~213~~81,~~636~~260	)

The net liability position for contracts in process is included in the accompanying consolidated balance sheets as of ~~June~~September 30, 2025 are:

Costs and estimated earnings in excess of billings on uncompleted contracts	$	-
Billings in excess of costs and estimated earnings on uncompleted contracts		~~213~~81,~~636~~260
Contract liabilities	$	~~213~~81,~~636~~260

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 ~~advanced~~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 ~~June~~September 30, 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 nine months ended September 30, 2025, the Company made certain advances to a related party. These advances are unsecured, due on demand and do not bear or accrue interest. The Company had advances to a related party of $110,419 as of September 30, 2025.

Revenues and Accounts Receivable, related party

During ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company recognized revenues of approximately $-0- and $~~159~~470,~~431~~000, respectively, to entities which share common management. As of ~~June~~September 30, 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 51 ~~notes~~note payable due to a related party as described in Note 7. As of ~~June~~September 30, 2025, accrued interest due under these notes was $~~-0-~~19,217.

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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,~~125~~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. The Certificate of Designations for the Series B Preferred Stock includes a beneficial-ownership limitation that prevents any holder from converting Series B Preferred Stock into common stock to the extent that such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock. The holder may waive this conversion limitation, in whole or in part, by providing the Company with at least sixty-one (61) days’ prior written notice, after which the limitation may be increased up to nine and ninety-nine hundredths percent (9.99%) of the Company’s outstanding common stock.

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. This class of preferred stock was created solely to facilitate completion of the reverse-merger transaction at a time when the number of authorized common shares was insufficient to issue all shares otherwise required, and it was always intended to be fully converted once the increase in authorized common stock was effective. 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.

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Series E Preferred Stock

The Series E Preferred Stock (Series E Preferred Stock) ~~consisted~~consists of a maximum 6,000 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~~ Each ~~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 ~~450~~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.

OnDuring ~~June~~the 23nine months ended September 30, 2025, the Company issued approximately 18.236 million shares of common stock ~~to a third party~~ for ~~financial~~services ~~advisory~~with ~~and capital raising activities. The shares had~~ a fair value of approximately $62783,000.

Note 6. Commitments and Contingencies

Payroll tax liabilities

During 2023, the Company did not remit certain federal, ~~income tax~~state, ~~social~~and ~~security~~local payroll taxes, ~~Medicare~~including orincome ~~local~~tax ~~and~~withholdings, ~~state~~Social ~~income~~Security, ~~taxes~~and ~~which~~Medicare ~~were~~amounts withheld from ~~the~~employee ~~Company’s employees~~ payroll. ~~The~~As ~~Company~~of ~~has~~September ~~estimated~~30, ~~and~~2025, ~~accrued~~the ~~fines~~Company ~~and~~has ~~penalties~~estimated ~~associated~~this ~~with~~liability ~~the~~at ~~amounts~~approximately $641,355, which ~~have~~includes ~~not~~potential ~~been~~interest ~~remitted~~ and ~~includes~~penalties ~~these~~based ~~amounts~~on ininformation ~~accrued~~currently ~~expenses in the accompanying consolidated balance sheets~~available. ~~As of June 30, 2025, the balance due was $519,408.~~

The recorded balance represents management’s best estimate pending completion of a detailed reconciliation and formal review with the relevant taxing authorities. The Company is in contact with the applicable agencies and, to its knowledge, has not received any formal notices of assessment or penalties as of November 2025.

The Company has engaged Citrin Cooperman LLP to assist in reviewing and reconciling payroll and payroll-tax obligations and to help determine the accurate amount to be settled. Management expects that this process will clarify and potentially reduce the outstanding balance and is targeting resolution in the near term; however, the ultimate amount and timing of settlement remain subject to the outcome of discussions with the taxing authorities.

Customer legal dispute

VMed Services, LLC a subsidiary of the Company, is a plaintiff in a lawsuit that was filed on April 22, 2024 against Meridian Diagnostics LLC in State Court of Fulton County, Georgia. The Company is seeking approximately $170,000 for claims related to the provision of marketing services to the defendant. In response to the filing of the complaint, Meridian Diagnostics filed a counterclaim against the Company and denies the allegations and seeks attorney's fees. This litigation was settled during the ~~six~~nine months ended ~~June~~September 30, 2025, and the Company received a payment of $30,000 which is reflected within “general and administrative” in the accompanying condensed consolidated statements of operations.

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Note 7. Debt

	June 30, 2025		December 31,2024
Promissory note due to a related party which matured on December 20, 2024, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets. Effective March 7, 2025, the lender and the Company entered into an Omnibus Note Extension Agreement which provided that this note was extended to June 5, 2025. As consideration for the extension, the principal balance was increased by 5%.	$	-	$	164,450
Promissory note due to a related party maturing on August 16, 2025, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets.		105,000		105,000
Promissory note due to a related party which matured on September 27, 2024, requiring interest only payments monthly, bearing interest at 12% per annum and secured by all HLDCO’s assets. Effective March 7, 2025, the lender and the Company entered into an Omnibus Note Extension Agreement which provided that this note was extended to June 5, 2025. As consideration for the extension, the principal balance was increased by 5%.		64,050		61,000
Promissory note due to a related party which matured on November 10, 2024, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets. Effective March 7, 2025, the lender and the Company entered into an Omnibus Note Extension Agreement which provided that this note was extended to June 5, 2025. As consideration for the extension, the principal balance was increased by 5%.		220,500		210,000
Promissory notes issued between March 2024 and July 2024 due one year from issuance, requiring interest only payments monthly, bearing interest at 18% per annum and are unsecured. These notes mature March 2025 through July 2025.		1,985,000		2,110,000
Promissory note due to a related party maturing on September 22, 2025, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets.		35,000		20,000
Promissory note due to a related party which maturing September 22, 2025, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets.		405,556		-
On January 13, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note with an original issue discount of $15,000. Additionally, a one-time interest charge of 12%, or $16,800, was applied on the issuance. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in twelve payments with eleven payments requiring a minimum payment of $5,000 and the final payment for the outstanding balance with payments beginning February 15, 2025. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events).		113,866		-

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On January 22, 2025, the Company entered into a convertible promissory note due July 2025, with an original issue discount of $5,263. This note includes a guaranteed interest payment at a rate of 18%. All principal and accrued interest are due at maturity. Additionally, the holder has the right to convert the note at a rate of $0.04 per share, subject to adjustment for certain events such as a change in control. Additionally, six months after the issuance of the note, the conversion price will be reset if the Company’s stock has (a) fallen below $0.05 or (b) has an average daily trading volume of less than $10,000. In the event of a reset, the conversion price will be reduced to 75% of the VWAP for the 10 days prior to the reset date.		104,624		-
On February 10, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note with an original issue discount of $15,000. Additionally, a one-time interest charge of 12%, or $13,800, was applied on the issuance. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five payments with the first payment of $64,400 due on August 15, 2025 and four subsequent payments of $16,100 due monthly thereafter. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events).		113,091		-
On March 10, 2025, the Company entered into a convertible promissory note due December 2025, with a face value of $189,474 and an original issue discount of $9,474. This note includes a guaranteed interest payment at a rate of 18%. The lender agreed to fund the note in three installments of $60,000 with the first due at issuance of the note, the second 30 days after closing and the final payment 90 days after closing. All principal and accrued interest are due at maturity. Additionally, the holder has the right to convert the note at a rate of $0.01 per share, subject to adjustment for certain events such as a change in control. Additionally, six months after the issuance of the note, the conversion price will be reset if the Company’s stock has (a) fallen below $0.01 or (b) has an average daily trading volume of less than $10,000. In the event of a reset, the conversion price will be reduced to 60% of the VWAP for the 10 days prior to the reset date.		183,815		-
On July 28, 2022, The Company entered into a $225,000 line of credit agreement with a financial institution. The line of credit matured on July 28, 2024. On July 28, 2024, the line of credit was converted to a term loan agreement with a fixed interest rate of 9.99%, minimum monthly payments of $3,735 and a maturity date of July 28, 2029.		212,064		-
On April 22, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $180,550, with an original issue discount of $23,550. A one-time interest charge of 12%, or $21,666, was applied on the issuance date to the principal. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in ten (10) payments, with the first payment due May 30, 2025. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events).		143,000		-
Term note with a bank secured by car, payable in monthly installments of $939, including interest at 6.79% through October 4, 2030		7,943		11,719
Total notes payable	$	3,693,510	$	2,682,169

Note 7. Debt

	September 30, 2025		December 31, 2024
Promissory note due to a related party which matured on December 20, 2024, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets. Effective March 7, 2025, the lender and the Company entered into an Omnibus Note Extension Agreement which provided that this note was extended to June 5, 2025. As consideration for the extension, the principal balance was increased by 5%. This note was repaid during the nine months ended September 30, 2025.	$	-	$	164,450
Promissory note due to a related party maturing on August 16, 2025, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets. This note was repaid through the issuance of a replacement note described below.		-		105,000
Promissory note due to a related party which matured on September 27, 2024, requiring interest only payments monthly, bearing interest at 12% per annum and secured by all HLDCO’s assets. Effective March 7, 2025, the lender and the Company entered into an Omnibus Note Extension Agreement which provided that this note was extended to June 5, 2025. As consideration for the extension, the principal balance was increased by 5%. This note was repaid through the issuance of a replacement note described below.		-		61,000
Promissory note due to a related party which matured on November 10, 2024, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets. Effective March 7, 2025, the lender and the Company entered into an Omnibus Note Extension Agreement which provided that this note was extended to June 5, 2025. As consideration for the extension, the principal balance was increased by 5%. This note was repaid through the issuance of a replacement note described below.		-		210,000
Promissory notes issued between March 2024 and July 2024 due one year from issuance, convertible into equity or replaceable once the Company completed a “going public transaction”, bearing interest at 18% per annum and are unsecured. These notes were meant to be replaced with new notes upon the consummation of a going public transaction or to mature March 2025 through July 2025 if going public transaction did not take place. Since the going public transaction has occurred, some of the notes have been converted to common stock and others are in the process of being replaced or retired once a qualifying financing event occurs.		1,985,000		2,110,000
Promissory note due to a related party maturing on September 22, 2025, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets. This note was repaid through the issuance of a replacement note described below.		-		20,000
Promissory note due to a related party which maturing September 22, 2025, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets. This note was repaid during the nine months ended September 30, 2025.		-		-
On January 13, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note with an original issue discount of $15,000. Additionally, a one-time interest charge of 12%, or $16,800, was applied on the issuance. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in twelve payments with eleven payments requiring a minimum payment of $5,000 and the final payment for the outstanding balance with payments beginning February 15, 2025. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). This loan was repaid during the nine months ended September 30, 2025.		-		-

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On January 22, 2025, the Company entered into a convertible promissory note due July 2025, with an original issue discount of $5,263. This note includes a guaranteed interest payment at a rate of 18%. All principal and accrued interest are due at maturity. Additionally, the holder has the right to convert the note at a rate of $0.04 per share, subject to adjustment for certain events such as a change in control. Additionally, six months after the issuance of the note, the conversion price will be reset if the Company’s stock has (a) fallen below $0.05 or (b) has an average daily trading volume of less than $10,000. In the event of a reset, the conversion price will be reduced to 75% of the VWAP for the 10 days prior to the reset date.	104,719	-
On February 10, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note with an original issue discount of $15,000. Additionally, a one-time interest charge of 12%, or $13,800, was applied on the issuance. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five payments with the first payment of $64,400 due on August 15, 2025 and four subsequent payments of $16,100 due monthly thereafter. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). This note was repaid during the nine months ended September 30, 2025	-	-
On March 10, 2025, the Company entered into a convertible promissory note due December 2025, with a face value of $189,474 and an original issue discount of $9,474. This note includes a guaranteed interest payment at a rate of 18%. The lender agreed to fund the note in three installments of $60,000 with the first due at issuance of the note, the second 30 days after closing and the final payment 90 days after closing. All principal and accrued interest are due at maturity. Additionally, the holder has the right to convert the note at a rate of $0.01 per share, subject to adjustment for certain events such as a change in control. Additionally, six months after the issuance of the note, the conversion price will be reset if the Company’s stock has (a) fallen below $0.01 or (b) has an average daily trading volume of less than $10,000. In the event of a reset, the conversion price will be reduced to 60% of the VWAP for the 10 days prior to the reset date.	99,164	-
On July 28, 2022, The Company entered into a $225,000 line of credit agreement with a financial institution. The line of credit matured on July 28, 2024. On July 28, 2024, the line of credit was converted to a term loan agreement with a fixed interest rate of 9.99%, minimum monthly payments of $3,735 and a maturity date of July 28, 2029.	209,742	-
On April 22, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $180,550, with an original issue discount of $23,550. A one-time interest charge of 12%, or $21,666, was applied on the issuance date to the principal. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in ten (10) payments, with the first payment due May 30, 2025. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events).	122,733	-
On September 10, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $123,050 with an original issue discount of $16,050. Additionally, a one-time interest charge of 12%, or $14,766, was applied on the issuance. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five payments with the first payment of $68,908 due on March 15, 2026 and four subsequent payments of $17,227 due monthly thereafter. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events).	123,050	-
On July 11, 2025, the Company entered into a convertible promissory note due July 9 2026, with a face value of $120,000 and an original issue discount of $6,000. This note bears interest at 11% per annum and, after 6 months, becomes convertible at 40% discount to the lowest trading price during the 20 days preceding a conversion. All principal and accrued interest are due at maturity.	120,000	-
On July 24, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $92,000 with an original issue discount of $9,000. Additionally, a one-time interest charge of 12%, or $11,040, was applied on the issuance. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in eight payments of $10,304 beginning on September 21, 2025 and each month thereafter with the balance due April 21, 2026. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events).	83,545	-

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On August 10, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $201,250 with an original issue discount of $26,250. Additionally, a one-time interest charge of 12%, or $24,150, was applied on the issuance. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in nine payments of $22,540 beginning on November 10, 2025 and each month thereafter with the balance due August 10, 2026. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events).		201,250
On August 8, 2025, the Company entered into an exchange agreement with a related party providing for the replacement and issuance of a promissory note in the principal amount of $1,009,062. The note matures on August 12, 2026 and bears interest at 18% per annum. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in four payments of $5,000 beginning September 2025, with four payments of $10,000 beginning January 2025, then $25,000 beginning May 2026 with the balance due during August 2026. Additionally, the holder of the note may convert the note into shares of common stock at a fixed rate of $0.035 per share. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 120% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events).		1,009,062		-
On September 15, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $1,580,435 with an original issue discount of $116,320. Additionally, a one-time interest charge of 9%, or $142,239, was applied on the issuance. The note matures on September 15, 2026 and bears interest at 18% per annum. Accrued, unpaid interest is due monthly for the first four months then principal and interest are due monthly with a final payment for any unpaid amounts due at maturity. Additionally, the holder of the note may convert the note into shares of common stock at the lower of $0.03 or lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date with a minimum conversion rate of $0.01. The holders also received 15,804,348 warrants to purchase the Company’s common stock. The warrants had a fair value of $879,180 at issuance of which $314,260 was allocated as a debt discount based on the relative fair value of the promissory note and warrants.		1,580,435
On September 15, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $192,478 with an original issue discount of $11,720. Additionally, a one-time interest charge of 9%, or $17,323, was applied on the issuance. The note matures on September 15, 2026 and bears interest at 18% per annum. Accrued, unpaid interest is due monthly for the first four months then principal and interest are due monthly with a final payment for any unpaid amounts due at maturity. Additionally, the holder of the note may convert the note into shares of common stock at the lower of $0.03 or lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date with a minimum conversion rate of $0.01. The holders also received 1,592,391 warrants to purchase the Company’s common stock. The warrants had a fair value of $88,582 at issuance of which $31,664 was allocated as a debt discount based on the relative fair value of the promissory note and warrants.		159,239
On September 15, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $271,739 with an original issue discount of $20,000. Additionally, a one-time interest charge of 9%, or $24,457, was applied on the issuance. The note matures on September 15, 2026 and bears interest at 18% per annum. Accrued, unpaid interest is due monthly for the first four months then principal and interest are due monthly with a final payment for any unpaid amounts due at maturity. Additionally, the holder of the note may convert the note into shares of common stock at the lower of $0.03 or lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date with a minimum conversion rate of $0.01. The holders also received 2,717,391 warrants to purchase the Company’s common stock. The warrants had a fair value of $151,166 at issuance of which $54,034 was allocated as a debt discount based on the relative fair value of the promissory note and warrants.		271,739

Term note with a bank secured by car, payable in monthly installments of $939, including interest at 6.79% through October 4, 2030		-		11,719
Total notes payable	$	6,069,678	$	2,682,169

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Line of Credit

On July 28, 2022, ~~The~~the Company entered into a $225,000 line of credit agreement with a financial institution. The line of credit matured on July 28, 2024 and was exchanged into a term loan.

On March 11, 2025, ~~The~~the Company entered into a $51,000 line of credit agreement with a financial institution. The line of credit matures on March 11, 2026, has an interest rate of 0% per annum and requires monthly interest only payments with all principal and accrued interest due at maturity. As of ~~June~~September 30, 2025, the outstanding principal ~~totaled~~was approximately $49,000.

Note 8. Segments

As a result of the ~~HLDCO~~Reverse ~~acquisition~~Merger, the Company determined that there are two reportable segments. These segments have different strategic and economic goals and are managed separately because they require different technology and marketing strategies.

Reportable Segment		Description
Advertising and Marketing		Providing a single source for all technology enabled digital advertising, experiential marketing, healthcare marketing, and brand development strategies.
Pools		Providing the installation and maintenance of residential pools in and around Austin in Texas, United States.

The Company’s Chief Executive Officer is the chief operating decision maker and reviews the internal management reports for each segment at least quarterly. During the periods ended ~~June~~September 30, 2025 and 2024, there were no significant inter-company revenues or expenses. The chief operating decision maker assesses performance for each segment and decides how to allocate resources based on segment operating losses that is also reported on the consolidated statements of operations. The measure of segment assets is reported on the balance sheets as total consolidated assets. The accounting policies of each segment are the same as those described in the summary of significant accounting policies.

Information regarding each reportable segment for the ~~six~~nine month period ended ~~June~~September 30, 2025, is as follows:

Pool Services

Advertising and Marketing

Total

Revenue

~~419~~836,~~673~~130

1,~~203~~864,~~561~~210

12,~~623~~700,~~234~~340

Cost of revenues

~~474~~701,~~040~~450

1,~~225~~830,~~220~~293

12,~~699~~531,~~260~~743

General and administrative

5785,~~081~~773

12,~~806~~884,~~228~~495

12,~~863~~970,~~309~~268

Depreciation and amortization

712,~~327~~233

~~171~~224,~~153~~955

~~178~~237,~~480~~188

Segment operating income (loss)

~~(118~~36,~~775~~674

)

(13,~~999~~075,~~040~~533

)

(23,~~117~~038,~~815~~859

)

Note 9. Subsequent events

~~Subsequent~~On toNovember ~~June 30~~9, 2025, the Company ~~added three~~entered ~~directors~~into toa ~~its~~new ~~board~~note payable totaling $756,000 of ~~directors.~~which ~~Each~~the ~~director~~Company ~~will~~received ~~receive~~proceeds of $12500,000. ~~per~~The ~~quarter~~note ~~plus~~payable ais ~~one-time~~due ~~issuance~~in ofweekly ~~common~~principal ~~stock~~and ~~with~~guaranteed aninterest ~~estimate~~payments ~~fair value~~ of $2027,000 beginning November 2025 through May 2026. This note is secured by substantially all of the Company’s assets.

OnThe ~~July 9, 2025, the~~ Company ~~entered~~issued ~~into~~25 ashares ~~convertible promissory note due July 2026, with an original issue discount~~ of ~~$6,000.~~Series ~~This~~E ~~note~~preferred ~~includes~~stock anin ~~interest~~connection ~~rate~~with ofa ~~11%.~~private ~~All~~equity ~~principal and accrued interest are due at maturity~~financing. ~~Additionally,~~The ~~six~~Series ~~months~~E ~~after~~Preferred ~~the~~Stock issuance ofgenerated ~~the~~cash ~~note,~~proceeds ~~the holder has the right to convert the note at the closing price, subject to adjustment,~~ of ~~the day prior to the receipt of the conversion notice by the Company~~$25,000.

OnThe ~~July 24, 2025, the~~ Company ~~entered~~converted ~~into~~279 ashares ~~convertible promissory note due April 2026, with an original issue discount~~ of ~~$9,000.~~Series ~~This~~E ~~note~~preferred ~~includes~~stock ainto ~~one-time guaranteed interest charge of $11~~5,~~040 which is added to the principal balance. All principal and accrued interest are due at maturity. Additionally~~900,000 ~~after~~shares ~~an event~~ of ~~default,~~common ~~the~~stock ~~holder~~under ~~has~~contract ~~the right to convert the note at a 40% discount to market using a 20-day lookback period~~terms.

The ~~addition~~Company ofissued ~~independent~~an ~~directors~~aggregate ~~strengthens~~of ~~our~~2,749,720 ~~governance~~shares ~~and~~of ~~supports~~common ~~our~~stock ~~strategic~~for ~~initiatives.~~services ~~The~~with ~~July~~a ~~convertible~~fair ~~note~~value ~~financings~~of approximately ~~provide incremental liquidity and extend the Company’s financing horizon as we continue to pursue longer-term funding solutions~~$70,000.

On22 ~~August~~Table ~~12, 2025, the Company entered into an exchange agreement with one~~ of its lenders to exchange and consolidated certain notes payable into a single note payable with a principal balance $1,009,062. The new note payable is due on August 12, 2026, bears interest at 18% per annum and is convertible into the Company’s common stock at a conversion price of $0.035, subject to certain adjustments. The Company has not completed its analysis of the accounting impact, if any, of this transaction. Contents

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

You should read the matters described in “Risk Factors” and the other cautionary statements made in this Report as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

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”).

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”.

In this Quarterly Report on Form 10-Q, we may rely on and refer to information regarding the industries in which we operate in general from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, we have not independently verified any of it, and we have not commissioned any such information.

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “ONAR”, “ONAR Holding” and “ONAR Holding Corporation” refer specifically to ONAR Holding Corporation and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this Report only:

	·	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
	·	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and
	·	“Securities Act” refers to the Securities Act of 1933, as amended.

Where You Can Find Other Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at http://www.sec.gov (our filings can be found at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001682265). Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is https://www.onar.com. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.

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Summary of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations

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:

· Overview. Summary of our operations. · Plan of Operations. A description of our plan of operations for the next 12 months including required funding. · Results of Operations. An analysis of our financial results comparing the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024. · Liquidity and Capital Resources. An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition. · Critical Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

Overview

Corporate Information

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

Summary Description of Business Operations

ONAR

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.

AsONAR aHolding ~~network~~Corporation ~~of marketing agencies,~~ (“ONAR”) is ~~structured~~a ~~for~~technology-enabled ~~strategic~~marketing ~~mergers~~platform ~~and~~that ~~acquisitions.~~acquires ~~Beyond organic growth, ONAR capitalizes on the rising cost of capital~~ and ~~decreasing~~integrates ~~multiples~~specialist ~~for~~ marketing ~~agency~~agencies ~~owners. Agencies acquired by ONAR can leverage our platform and resources~~ to ~~monetize~~build ~~their~~a ~~business~~unified, ~~better~~data-driven ~~and~~operating ~~lower their expenses~~network. ~~Additionally,~~The byCompany ~~leveraging~~focuses ~~public~~on ~~equities,~~middle-market webrands ~~offer~~seeking ~~sellers/partners~~enterprise-grade ~~the~~marketing ~~chance~~capabilities towithout ~~secure~~enterprise-level ~~future~~cost ~~liquidity~~or ~~at higher valuations, backed by our extensive experience, making it attractive for them to join the ONAR family~~complexity.

ONAR’s ~~agencies~~ currently ~~serve~~operates ~~B2B~~three ~~and~~wholly ~~B2C~~owned, ~~clients~~high-specialization ~~across~~agencies: ~~diverse industries~~Storia, ~~including~~an ~~consumer~~AI-enabled ~~products,~~performance ~~manufacturing,~~marketing ~~business~~agency; ~~services,~~Of ~~technology,~~Kos ~~e-commerce~~(formerly known as VMED Services), a healthcare, ~~and~~marketing ~~more.~~agency; ~~The~~and ~~top~~JUICE, ~~productized~~a ~~services~~digital ~~offered~~growth byagency ~~ONAR~~acquired ~~agencies~~in ~~include~~September ~~paid~~2025. ~~digital~~Since ~~advertising,~~the ~~search~~acquisition ~~engine~~of ~~optimization~~JUICE, ~~conversion~~ONAR ~~rate~~has ~~optimization,~~merged ~~web~~the ~~development,~~Storia ~~creative,~~and ~~field~~Juice ~~marketing,~~brands and ~~experiential~~plans ~~marketing~~to operate the businesses together under the JUICE brand going forward.

As part of the Juice Labs acquisition, ONAR also acquired Sour Grapes, a proprietary marketing-technology platform that helps brands manage real-time sentiment across meta and other channels. Sour Grapes serves as a foundational asset within ONAR Labs, the Company’s innovation and technology division, which focuses on developing and integrating artificial-intelligence-driven tools across ONAR’s agency network. ONAR Labs is designed to centralize the Company’s technology development, data architecture, and AI-enabled optimization efforts to drive higher-margin, recurring-revenue opportunities from SaaS and data products. ONAR Labs represents the Company’s long-term initiative to commercialize proprietary data and automation technology across its agency network.

In addition, during September 2025 the Company acquired the assets of Retina AI, a marketing-technology company specializing in maximizing customer lifetime value, further strengthening ONAR’s data and technology capabilities across its agency network.

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.

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, field marketing, and experiential activations.

Residential Pools

~~We,~~Through ~~through~~the ~~our~~Company’s wholly- owned subsidiary Reliant Pools, (which has ~~been~~operated ~~in operation~~ since September 2013), ~~are~~the anCompany ~~award~~continues ~~winning~~to manage a small, legacy custom, swimming -pool construction ~~company~~business ~~located~~ in the greater Austin, Texas market. WeReliant ~~assist~~Pools ~~customers~~designs ~~with the design of,~~ and ~~then~~builds ~~construct,~~residential ~~recreational~~ pools ~~which blend in with the surroundings, geometric pools which complement the home’s architecture~~ and related water features ~~(e.g.~~, ~~waterfalls~~but ~~and~~this ~~negative~~business ~~edge~~is ~~pools)~~non-core ~~which~~to ~~provide~~ONAR’s ~~the relaxing sounds of moving water. Management is evaluating~~ strategic ~~alternatives~~focus ~~for~~on ~~the pool business~~marketing, ~~including a potential divestiture~~technology, ~~to focus capital~~ and ~~resources on scaling our~~ AI-~~enabled~~driven ~~marketing agency network, which we believe offers higher~~ growth ~~potential and improved margins~~.

22Management ~~Table~~is actively pursuing strategic alternatives for Reliant Pools, including a potential sale or wind-down of ~~Contents~~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.

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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.

Plan of Operations

We ~~ended~~are ~~the~~executing ~~quarter~~a ~~with~~transition ~~$0.75~~plan ~~million~~focused inon ~~current~~strengthening ~~assets~~our ~~and~~balance ~~$6.23~~sheet, ~~million~~streamlining ~~in current liabilities~~operations, ~~resulting~~and inpositioning aONAR ~~working~~for ~~capital~~scalable, ~~deficit~~sustainable ~~of approximately $5~~growth.47 ~~million.~~Our ~~Current~~near-term ~~liabilities~~priorities include: ~~approximately~~(1) ~~$3.7~~refinancing ~~million~~or ofconverting ~~notes~~near-term ~~and~~debt ~~other~~maturities—most ~~borrowings due within twelve months. Management used $1.02 million~~ of ~~net~~which ~~cash~~were inincurred ~~operating~~to ~~activities~~close ~~for~~ the ~~six~~Juice ~~months~~Labs ~~ending~~acquisition—into ~~June 30~~longer-term, ~~2025,~~lower-cost ~~and~~obligations; ~~generated~~(2) ~~$0.95~~tightening ~~million~~expense ~~from~~controls ~~financing activities in the period. We do not currently have additional committed sources of capital from third parties or from our officers, directors or majority stockholders~~ and ~~may~~accelerating becollections ~~required~~ to ~~pursue~~improve ~~additional~~cash ~~debt and/or equity financing~~conversion; ~~there~~(3) ~~can~~driving benet-new norevenue ~~assurance~~through ~~such~~higher-margin, ~~financing~~AI-enabled ~~will~~marketing beservices; ~~available~~and on(4) ~~acceptable~~selectively ~~terms,~~funding ifstrategic atgrowth ~~all~~initiatives.

We ~~are~~ended ~~executing~~the aquarter ~~transition~~with ~~plan~~$625 ~~focused~~thousand onin ~~strengthening~~current ~~our~~assets ~~balance sheet, streamlining operations,~~ and ~~positioning~~$9 ~~ONAR~~million ~~for~~in ~~scalable~~current ~~growth. Our priorities include: (1) refinancing or converting near-term debt maturities to improve liquidity and reduce financing costs~~liabilities, ~~(2)~~resulting ~~tightening~~in ~~expense~~a ~~controls~~working ~~and~~capital ~~accelerating~~deficit ~~collections~~of toapproximately ~~improve cash conversion, (~~$8.3) ~~driving~~million. ~~net~~Current ~~new~~liabilities ~~revenue~~include ~~through~~approximately ~~higher-margin,~~$5.3 ~~AI-enabled~~million ~~marketing~~of ~~services,~~notes and ~~(4)~~other ~~selectively~~borrowings ~~funding~~due ~~growth~~within ~~initiatives~~twelve months.

A portion of this short-term debt was intentionally 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 or recapitalize these short-term obligations into longer-term, more sustainable debt and/or equity aligned with the Company’s growth profile.

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.

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.

Near‑term priorities

- Address near‑term maturities and cost of capital. WeA ~~have~~significant ~~had~~portion ~~$142,445~~of the Company’s short-term debt was incurred to fund the closing of ~~notes~~the ~~payable~~Juice ~~converted~~Labs ~~into~~acquisition, ~~common~~with ~~stock~~the ~~and~~intent ~~have~~to ~~repaid~~refinance ~~$298~~that bridge financing into longer-term,~~650~~ inlower-cost ~~principal~~capital ~~during~~once the acquisition was complete. During the quarter ended ~~June~~September 30, 2025, ~~quarter~~we had approximately $200,000 of notes payable and accrued interest converted into common stock and repaid approximately $48,000 in principal. We ~~expect~~also torefinanced ~~refinance~~approximately $1~~,009,062~~ inmillion ~~related~~of related-party debt into a new note ~~with~~maturing ~~a maturity~~ in August of 2026 ~~during the third quarter of 2025~~. ~~Additionally~~In addition, we are in the process of ~~extending~~finalizing ~~and~~terms ~~issuing~~for a replacement ~~note~~facility ~~for~~that ~~approximately~~will ~~$1,800,000.~~consolidate Weand ~~are~~extend ~~also~~certain ~~evaluating~~remaining ~~options~~short-term toobligations, ~~further~~as ~~refinance,~~well ~~extend,~~as orbe ~~retire~~expandable ~~portions~~for offuture ~~our~~acquisitions. ~~remaining~~- ~~short‑term~~Accelerate ~~notes,~~ONAR asLabs ~~well~~development. asONAR ~~working~~Labs tois ~~extend~~integrating ~~maturity~~the orSour ~~convert~~Grapes ~~additional~~technology ~~debt~~platform ~~into~~and ~~common~~the ~~stock~~recently ofacquired ~~the~~Retina ~~company.~~AI -analytics ~~Tighten~~assets ~~operating~~to ~~expenses~~create a unified data and ~~improve~~AI ~~cash~~operating ~~conversion~~system for ONAR’s network. ~~Continuing~~Management expects this initiative to ~~improve~~expand ~~expense~~recurring-revenue ~~controls~~opportunities through technology licensing, ~~vendor~~data ~~rationalization~~intelligence, and ~~billing/collections~~automation ~~discipline~~tools tofor ~~shorten~~ONAR’s ~~our~~agency ~~cash cycle~~clients. - ~~Focusing~~Focused on net new revenue growth, including from new technology initiatives. -This ~~Funding~~includes ~~growth~~the ~~selectively.~~relaunching ~~During~~of ~~June~~our ~~2025~~Retina AI platform, wewhich ~~completed~~is annow ~~initial~~up ~~$500,000~~and ~~closing~~running ofand ~~our~~being ~~Series~~tested Ewith ~~Preferred~~key ~~Stock~~existing ~~financing~~clients. We- ~~have~~Advance ~~conducted~~the ~~additional~~acquisition ~~closings~~pipeline. ~~and~~Following ~~plan~~the tosigning ~~continue~~of ~~closing~~a ~~additional~~Letter ~~capital~~of ~~for~~Intent ~~aggregate~~(LOI) ~~proceeds~~announced ofin upQ3 2025, the Company intends to ~~$6,000,000~~close ~~(less~~that ~~the~~acquisition ~~initial~~before ~~closing)~~year-end, subject to ~~market~~customary closing conditions. ~~and~~In ~~corporate~~addition, ~~approvals.~~management ~~Proceeds~~is in active discussions on two other potential acquisitions that are expected to ~~support~~reach ~~working~~the ~~capital~~LOI ~~and~~stage ~~targeted~~by ~~growth~~the ~~initiatives~~end ~~across~~of ~~our agency network~~2025, ~~specifically~~further inexpanding ~~the~~ONAR’s ~~area~~network of ~~mergers~~specialized marketing and ~~acquisitions~~technology agencies.

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Collectively, these initiatives are designed to improve liquidity, reduce financing costs, and position ONAR to execute on its acquisition pipeline and organic growth opportunities.

These actions are intended to mitigate the substantial doubt about our ability to continue as a going concern and to support our transition toward a scalable, AI‑enabled marketing platform. Execution of this plan will depend on operating performance and access to capital.

Results of Operations

Highlights: The ~~first~~nine ~~half~~months ofended September 30, 2025 reflected a 2825% year-over-year increase in total revenue, primarily driven by the ~~inclusion~~addition of ~~Reliant~~Juice ~~Pools~~Labs, ~~partially~~which ~~offset~~contributed byresults ~~lower~~for ~~quarterly~~the final 15 days of the quarter, as well as continued growth across ONAR’s marketing-agency ~~revenues~~network. ~~due~~The Reliant Pools segment was included, but was not material to ~~client~~consolidated ~~timing~~results. Higher operating expenses primarily reflect ~~public~~the ~~company~~initial ~~compliance~~integration ~~costs~~of Juice Labs, ~~growth~~expanded ~~investments~~activity in the marketing segment, and ~~stock~~ongoing public-~~based~~company ~~compensation~~and growth-related costs. WeManagement ~~continue~~continues to prioritize cost discipline and strategic growth initiatives to improve profitability.

For the Three Months ~~Ended~~ended ~~June~~September 30, 2025, compared to the Three Months ~~Ended~~ended ~~June~~September 30, 2024

We had revenue of $~~550~~1,~~639~~077,106 for the three months ending ~~June~~September 30, 2025, compared to revenue of $~~667~~898,~~296~~797 for the three months ending ~~June~~September 30, 2024, aan ~~decrease~~increase of $~~116~~178,~~657~~309 or 1720% from the prior period. The ~~decrease~~change in revenues was primarily due to changes in the Marketing segment’s customer base and the timing of revenue streams during the period.

We had cost of revenues of $~~821~~832,~~584~~483 for the three months ending ~~June~~September 30, 2025, compared to cost of revenues of $~~348~~679,~~171~~891 for the three months ended ~~June~~September 30, 2024, an increase of $~~473~~152,~~413~~592 or ~~136~~22% from the prior period. This ~~increase~~change is primarily due to the ~~acquisition~~increased ofcosts ~~Reliant~~from ~~Holdings which was not included in~~ the ~~previous~~Juice ~~period~~Labs ~~coupled~~acquisition ~~with~~and ~~increased labor costs as~~ we ~~continue~~expect tothis ~~seek~~ to ~~retain~~reduce ~~top~~in ~~talent~~the ~~within~~future ~~our~~due ~~business~~to ~~segments~~cost synergies.

We had operating expenses of $~~896~~1,~~967~~165,667 for the three months ending ~~June~~September 30, 2025, compared to operating expenses of $~~381~~1,~~004~~165,940 for the three months ending ~~June~~September 30, 2024, representing ana ~~increase~~decrease of approximately $~~515~~273,~~963~~ or ~~135~~less than 1%. ~~This~~The ~~increase~~change was ~~related~~not tomaterial ~~costs of compliance as a result of our acquisition of Reliant Holdings~~ and ~~the~~primarily ~~accompanying~~reflects ~~public~~normal ~~company~~period-to-period ~~reporting~~fluctuations ~~obligations coupled with increases~~ in ~~stock-based~~general ~~compensation~~ and ~~executive~~administrative ~~compensation during the period~~expenses..

We had interest expense of $~~175~~459,~~497~~579 for the three months ending ~~June~~September 30, 2025, compared to interest expense of $98153,~~499~~409 for the three months ending ~~June~~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.

We had transaction costs for merger of $-0- for the three months ending ~~June~~September 30, 2025, compared to $~~157~~64,~~047~~878 for the three months ending ~~June~~September 30, 2024, representing a decrease of $~~157~~64,~~047~~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.

We had changes in the fair value of our investments of $64201,~~653~~335 for the three months ending ~~June~~September 30, 2025, compared to $-0- for the three months ended ~~June~~September 30, 2024, representing a 100% increase for the period. This change is the result of ~~changes in~~ the ~~market~~liquidation ~~value~~ of our investments, ~~which~~during ~~are~~the ~~shares~~period ofcoupled ~~common~~with ~~stock~~changes wein ~~received~~the asunderlying ~~compensation~~market for ~~services~~these ~~in a previous period~~securities.

2326 Table of Contents

For the ~~six~~nine ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2025, compared to the ~~six~~nine ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2024

We had revenue of $12,~~623~~700,~~234~~340 for the ~~six~~nine months ending ~~June~~September 30, 2025, compared to revenue of $12,~~267~~166,~~838~~635 for the ~~six~~nine months ending ~~June~~September 30, 2024, an increase of $~~355~~533,~~396~~705 or 2825% from the prior period. The increase in revenues was primarily due to the acquisition of Reliant Holdings and its related pool business.

We had cost of revenues of $12,~~699~~531,~~260~~743 for the ~~six~~nine months ending ~~June~~September 30, 2025, compared to cost of revenues of $~~827~~1,~~021~~506,912 for the ~~six~~nine months ending ~~June~~September 30, 2024, an increase of $~~872~~1,~~239~~024,831 or ~~105~~68% from the prior period. This ~~increase~~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.

We had operating expenses of $23,~~041~~207,~~789~~456 for the ~~six~~nine months ending ~~June~~September 30, 2025, compared to operating expenses of $~~764~~1,~~694~~930,634 for the ~~six~~nine months ending ~~June~~September 30, 2024, representing an increase of $1,~~277~~276,~~095~~822 or ~~167~~66%. This ~~increase~~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.

We had interest expense of $~~369~~828,~~224~~803 for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to interest expense of $~~148~~301,~~172~~581 for the ~~six~~nine months ended ~~June~~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.

We had transaction costs for merger of $-0- for the ~~six~~nine months ending ~~June~~September 30, 2025, compared to $~~216~~281,~~647~~525 for the ~~six~~nine months ending ~~June~~September 30, 2024, representing ana decrease of $~~216~~281,~~647~~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.

We had changes in the fair value of our investments of $~~246~~448,~~804~~139 for the ~~six~~nine months ending ~~June~~September 30, 2025, compared to $-0- for the ~~six~~nine months ending ~~June~~September 30, 2024, representing a 100% increase for the period. This change is the result of ~~changes in~~ the ~~market~~liquidation ~~value~~ of our investments, ~~which~~during ~~are~~the ~~shares~~period ofcoupled ~~common~~with ~~stock~~changes wein ~~received~~the asunderlying ~~compensation~~market for ~~services~~these ~~in a previous period~~securities.

Liquidity and Capital Resources

We had total assets of $24.3 million as of ~~June~~September 30, 2025, consisting of total current assets of $~~751~~625,~~828~~214, which included cash of $~~265~~284,~~409~~881, and accounts receivable of $~~163~~220,~~956~~145.

We had total and current liabilities of $~~6.2~~9 million as of ~~June~~September 30, 2025, including accounts payable of $~~499~~1,~~047~~004,686 and accrued expenses of $12,~~740~~001,~~766~~677, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $~~213~~81,~~636~~260, and notes payable maturing within one year of $35.73 million net of associated debt discounts.

We had a working capital deficit of $58.53 million as of ~~June~~September 30, 2025, compared to a working capital deficit of $4 million as of December 31, 2024.

We used $1~~,024,544~~ million net cash in operating activities for the ~~six~~nine months ending ~~June~~September 30, 2025, as compared to $~~826,210~~1.3 million of net cash used in operating activities for the ~~six~~nine months ending ~~June~~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.

We used $~~-0-~~1.8 million of cash in investing activities for the ~~six~~nine months ending ~~June~~September 30, 2025 primarily from the purchase of Juice Labs, LLC during the period. We used approximately $~~427~~69,~~729~~000 of net cash in investing activities for the ~~six~~nine months ending ~~June~~September 30, 2024, which was due primarily ~~by a loan made~~ to athe ~~non-executive~~issuance ~~employee~~ of ~~the~~a ~~Company~~loan ~~prior~~ to ~~the~~an ~~acquisition of Reliant Holdings and the acquisition of fixed assets during the period~~employee.

2427 Table of Contents

We generated $~~950,754~~2.7 million of cash provided by financing activities for the ~~six~~nine months ending ~~June~~September 30, 2025, primarily driven by the issuance of new debt instruments offset by repayments of previous balances. We generated $1.68 million of net cash provided by financing activities for the ~~six~~nine months ending ~~June~~September 30, 2024, which was driven primarily by the issuance of debt instruments during the period.

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.

AsDuring ~~disclosed~~the innine-month ~~Note~~period 9,ended ~~subsequent~~September to30, ~~quarter-end~~2025, wethe Company added ~~three~~six new board members, including several independent directors, to enhance governance and ~~completed~~oversight. ~~two~~These ~~convertible~~additions ~~note~~reflect ~~financings,~~the ~~providing~~Company’s ~~incremental~~continued ~~liquidity~~efforts to strengthen its leadership structure as it scales its operations and ~~extending~~prepares ~~our~~for ~~financing~~future ~~horizon~~growth.

InAlthough ~~the~~there ~~future,~~can ~~we may~~ be ~~required~~no toassurance ~~seek~~that ~~additional~~the ~~capital~~Company’s byongoing ~~selling~~initiatives ~~additional~~will ~~debt~~be ~~or equity securities~~successful, ormanagement ~~otherwise~~believes bethat ~~required~~the tocombination ~~bring~~of ~~cash~~(i) ~~flows~~active indebt-refinancing ~~balance~~and ~~when~~recapitalization weefforts, ~~approach~~(ii) apositive ~~condition~~adjusted of cash-flow ~~insufficiency.~~generation ~~The~~following ~~sale~~the ofJuice ~~additional~~Labs ~~equity or debt securities~~acquisition, ifand ~~accomplished,~~(iii) ~~may~~disciplined ~~result~~cost inmanagement ~~dilution~~and toexpense ~~our~~controls ~~then~~will ~~stockholders.~~provide ~~Financing~~sufficient ~~may~~flexibility ~~not~~to besupport ~~available~~near-term inoperating ~~amounts~~and orgrowth ~~on terms acceptable to us, or at all~~needs. InThe ~~the~~Company ~~event~~continues ~~we are unable~~ to ~~raise~~evaluate additional ~~funding~~financing ~~and/or obtain revenues sufficient to support our expenses~~options, weincluding ~~may~~potential beequity ~~forced to curtail~~ or ~~abandon~~debt ~~our~~offerings ~~business operations,~~ and ~~any~~strategic ~~investment~~partnerships, inas ~~the~~part ~~Company~~of ~~could~~its ~~become~~broader ~~worthless~~capital-optimization plan.

Any such financing activities are expected to be structured to strengthen the balance sheet and minimize dilution to existing shareholders. If anticipated refinancing transactions or cash-flow improvements are delayed or unavailable, the Company may seek additional financing to ensure adequate liquidity. Management believes that, upon completion of the planned recapitalization and integration initiatives, ONAR will be better positioned to pursue selective strategic acquisitions and expansion opportunities without reliance on short-term funding.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

“Note 1. The Company and Summary of Significant Accounting Policies” in Part I, Item 1 of this Form 10-Q and “Note 1. The Company and Significant Accounting Policies” in the Notes to Consolidated Financial Statements in Part II, Item 8, of the 2024 Annual Report, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established and maintain a system of disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) ~~and Chief Financial Officer (CFO)~~, to allow timely decisions regarding required disclosures.

In connection with the preparation of this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer (our Principal Executive Officer and Principal Financial Officer), carried out an evaluation of the effectiveness of our disclosure controls and procedures as of ~~June~~September 30, 2025, as required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation described above, our management, including our Principal Executive Officer and Principal Financial Officer, concluded that, as of ~~June~~September 30, 2025, our disclosure controls and procedures were not effective.

2528 Table of Contents

Changes in Internal Control Over Financial Reporting

WeDuring regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~June~~September 30, 2025, ~~that~~management ~~have~~implemented ~~materially~~and ~~affected,~~evaluated orsignificant ~~are~~enhancements ~~reasonably likely~~ to ~~materially~~the ~~affect,~~Company’s ~~our~~ internal control ~~over financial reporting~~environment.

~~Material~~We ~~Weakness~~regularly inreview ~~Internal~~and ~~Controls~~enhance ~~Over~~our ~~Financial~~system ~~Reporting~~of internal control over financial reporting to ensure the accuracy and reliability of our financial statements. During the quarter ended September 30, 2025, the Company implemented several organizational and procedural improvements designed to strengthen its internal control environment and financial oversight.

WeKey ~~identified~~actions aincluded ~~material~~the ~~weakness~~appointment inof ~~our~~a ~~internal~~Vice ~~control~~President ~~over~~of ~~financial~~Finance ~~reporting~~to ~~that~~oversee ~~exists~~daily asaccounting ofand ~~June~~reporting 30operations, ~~2025.~~the Aestablishment ~~material~~of ~~weakness is~~ a ~~deficiency,~~two-person orapproval aand ~~combination~~control ofprocess ~~deficiencies,~~for inall ~~internal~~outgoing ~~control~~payments, ~~over~~and ~~financial~~the ~~reporting,~~transition ~~such~~of ~~that~~bookkeeping ~~there~~and isday-to-day aaccounting ~~reasonable~~functions ~~possibility~~in-house ~~that~~to aimprove ~~material~~accountability ~~misstatement~~and ofresponsiveness. ~~our~~The ~~annual~~Company oralso ~~interim~~engaged ~~financial~~a ~~statements~~third-party ~~will~~accounting ~~not~~firm beto ~~prevented~~assist orwith ~~detected~~ongoing onfinancial areview ~~timely~~and ~~basis~~audit processes. WeThe ~~determined~~Company ~~that~~also weengaged ~~had~~ a ~~material~~third-party ~~weakness~~consulting ~~because~~firm, ~~due~~whose tomembers ~~our~~include ~~small~~a ~~size,~~former ~~and~~partner ~~our~~from ~~limited~~a ~~number~~PCAOB ofregistered ~~personnel~~firm, weto ~~did~~assist ~~not~~with ~~have~~ongoing infinancial ~~place~~review anand ~~effective~~audit-readiness ~~internal control environment with formal~~ processes. ~~and~~Their ~~procedures,~~involvement toprovides ~~allow~~additional ~~for~~technical aoversight ~~detailed~~and ~~review~~supports ofmanagement’s ~~accounting~~efforts ~~transactions~~to ~~that~~maintain ~~would~~robust ~~identify~~financial ~~errors~~reporting ~~in a timely manner~~standards.

ToIn ~~remediate~~addition, ~~this~~during ~~material~~the ~~weakness~~quarter, wethe ~~are~~Company’s ~~implementing~~Chief ~~additional~~Financial ~~review~~Officer ~~and~~departed ~~reconciliation~~for ~~procedures~~personal reasons, ~~engaging~~and ~~external~~interim ~~accounting~~financial ~~resources~~oversight ~~for~~responsibilities ~~complex~~have ~~transactions~~been assumed by senior management, ~~and~~supported ~~evaluating~~by the ~~addition~~new of finance ~~personnel~~leadership toteam. ~~strengthen~~The ~~segregation~~Company ofis ~~duties~~actively evaluating candidates and ~~oversight.~~engaging ~~Progress~~in ondiscussions ~~these~~to appoint a new Chief Financial Officer in the near term. These combined measures ~~will~~have bestrengthened ~~evaluated~~the Company’s control structure, improved segregation of duties, and ~~reported~~enhanced intransparency ~~future~~across ~~filings~~financial operations.

~~Notwithstanding~~Management ~~the~~believes ~~material~~these ~~weaknesses~~actions incollectively ~~our~~represent ~~internal~~a ~~control~~material ~~over~~improvement ~~financial~~in ~~reporting, we have concluded that~~ the ~~consolidated~~Company’s ~~financial~~internal ~~statements~~control ~~included~~environment inand ~~this~~will ~~Quarterly~~further ~~Report~~support onthe ~~Form~~integrity ~~10-Q~~and ~~fairly~~timeliness ~~present,~~of infuture ~~all~~financial ~~material~~reporting. ~~respects,~~Management ~~our~~will ~~financial~~continue ~~position,~~to ~~results~~monitor ~~of operations~~ and ~~cash~~test ~~flows~~these ~~for~~controls ~~the~~to ~~periods~~ensure ~~presented~~their incontinued ~~conformity with accounting principles generally accepted in the United States of America~~effectiveness.

2629 Table of Contents

Part II – Other Information

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceeding. In addition, we are not aware of any material legal or governmental proceedings against us or contemplated to be brought against us. See Note 6 to the financial statements for discussion of the resolution of a customer legal dispute during the quarter. We are not currently a party to any other material legal proceedings.

Item 1A. Risk Factors

~~There~~Except as set forth below, there have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on April 15, 2025, under the heading “Item 1A. Risk Factors”,. ~~and~~Investors ~~investors~~ should review the risks provided in the Annual Report, and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Annual Report, under “Item 1A. Risk Factors”, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

~~Item~~There 2.is ~~Unregistered~~substantial ~~Sales~~doubt ofabout ~~Equity~~our ~~Securities~~ability ~~and~~to ~~Use~~continue ofas ~~Proceeds~~a going concern.

~~Unregistered~~The ~~Sales~~financial statements included in this Report have been prepared assuming we will continue as a going concern. We have incurred losses since the completion of ~~Equity~~the ~~Securities~~Reverse Merger, have negative working capital and have not generated positive cash flows from operations since the completion of the Reverse Merger. We generated a loss of $4,291,480 for the period ended September 30, 2025 and has a working capital deficiency of approximately $8.3 million. These matters, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to continue in existence is dependent on our 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 our business plans and sustain operations until such time as we can achieve profitability. There can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. Any such inability to continue as a going concern may result in our stockholders losing their entire investment.

OnItem ~~June 6, 2025, the Company sold 500 shares Series E Preferred Stock for aggregate proceeds of $500,000~~2. ~~The~~Unregistered ~~shares~~Sales of ~~Series~~Equity ~~E Preferred Stock were offered and sold without registration under the~~ Securities ~~Act of 1933in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act~~ and~~/or~~ ~~Rule~~Use ~~506~~ of ~~Regulation D promulgated thereunder. The Company used the proceeds of the offering for general corporate purposes.~~Proceeds

27Unregistered ~~Table~~Sales of ~~Contents~~Equity Securities

~~Use~~During the three and nine months ended September 30, 2025, the Company issued and sold an aggregate of ~~Proceeds~~660 ~~From~~shares ~~Sale~~of Series E Preferred Stock for total proceeds of ~~Registered~~approximately ~~Securities~~$685,000. This amount includes (i) the initial sale of 500 shares for $500,000 on June 6, 2025, and (ii) the issuance of 160 shares with an aggregate stated value of $160,000 on September 15, 2025, in connection with the acquisition of Retina AI.

~~None~~The shares of Series E Preferred Stock were offered and sold without registration under the Securities Act of 1933, as amended, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. Proceeds from the cash issuances were used for general corporate purposes and acquisition-related working capital.

~~Purchases~~30 Table of ~~Equity Securities by the Issuer and Affiliated Purchasers~~Contents

~~None.~~Use of Proceeds From Sale of Registered Securities

~~Item 3~~None. ~~Defaults Upon Senior Securities~~

~~None.~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~Item 4~~None. ~~Mine Safety Disclosures~~

~~Not~~Item ~~applicable~~3. Defaults Upon Senior Securities

~~Item 5~~None. ~~Other Information.~~

~~(c)~~Item ~~Rule 10b5-1(c) Trading Plans~~4. ~~Our~~Mine ~~director~~Safety and executive officer may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”Disclosures

28Not ~~Table of Contents~~applicable.

Item 5. Other Information.

(c) Rule 10b5-1(c) Trading Plans. Our director and executive officer may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Table of Contents

Item 6. Exhibits

Exhibit

Filed/Furnished

Incorporated By Reference

Number

Description of Exhibit

Herewith

Form

Exhibit

Filing Date

File Number

4.1

Certificate of Designations of Series E Preferred Stock.

8-K

4.1

June 12, 2025

000-56012

3.1

Certificate of Amendment to Articles of Incorporation of ONAR Holding Corporation, dated September 29, 2025.

8-K

3.1

October 2, 2025

000-56012

10.1

Form of Subscription Agreement

8-K

10.1

June 12, 2025

000-56012

4.1

Certificate of Designations of Series E Preferred Stock.

8-K

4.1

September 12, 2025

000-56012

10.1

Form of Subscription Agreement

8-K

10.1

September 12, 2025

000-56012

10.2

Securities Purchase Agreement by and among Storia Agency, LLC, Juice Labs LLC and the sellers listed on Schedule 1 thereto, dated as of September 15, 2025

8-K

10.1

September 19, 2025

000-56012

31.1*

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

☒

31.2*

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

☒

32.1**

Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

☒

32.2**

Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

☒

101.INS*

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

☒

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

☒

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

☒

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

☒

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

☒

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

☒

104*

Inline XBRL for the cover page of this Quarterly Report on Form 10-Q included in the Exhibit 101 Inline XBRL Document Set

☒

* Filed herewith.

** Furnished Herewith.

2932 Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	ONAR HOLDING CORPORATION
Date: August 19, 2025	By:	/s/ Claude Zdanow
November 14, 2025	By:	/s/ Claude Zdanow
		Claude Zdanow
		Chief Executive Officer and President
		(Principal Executive Officer)

	ONAR HOLDING CORPORATION
Date: August 19, 2025	By:	/s/ Patricia Kaelin
November 14, 2025	By:	/s/ Claude Zdanow
		Patricia Kaelin
		Claude Zdanow
		Chief Financial Officer
		(Principal Financial andAccounting Officer)
		(Principal Financial and Accounting Officer)

3033

Filing Compare · Onar Holding Corp