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	2025			2024
Loss before income taxes
Current federal tax expense
Domestic loss (inclusive of discontinued operations)	$	(9,325,325	)	$	(3,007,616	)
Foreign loss		-			-
Total loss before taxes	$	(9,325,325	)	$	3,007,616

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2024~~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.)

8605 Santa Monica Boulevard, PMB 36522, Los Angeles, CA		90069
990 Biscayne Blvd, 5th Floor, Miami, FL		33132
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 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 company	☐

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $469,641.

As of June ~~April 8~~11, ~~2025~~2026, there were ~~111~~ 182,~~002~~178,~~035~~ 195 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

PART I
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		3
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	98
ITEM 1B.	UNRESOLVED STAFF COMMENTS	2612
ITEM 1C.	CYBERSECURITY	2612
ITEM 2.	PROPERTIES	2613
ITEM 3.	LEGAL PROCEEDINGS	2613
ITEM 4.	MINE SAFETY DISCLOSURES	2614
PART II
ITEM 5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2715
ITEM 6.	[RESERVED]	2816
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2816
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3321
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA	F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3422
ITEM 9A.	CONTROLS AND PROCEDURES	3422
ITEM 9B.	OTHER INFORMATION	3522
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	3522
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3623
ITEM 11.	EXECUTIVE COMPENSATION	3927
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	4029
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	4231
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	4534
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES	4635
ITEM 16.	FORM 10-K SUMMARY	4838

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PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K (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 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; · unfavorable economic conditions; · changes in client demand; · our ability to maintain our existing clients; · our ability to develop new product offerings; · ~~Our~~our ability to deploy artificial intelligence (“AI”) in our business and the development of AI by our competitors; · seasonal fluctuations in marketing, research, communications and advertising activity; · the impact of future strategic transactions; · our lack of a significant operating history; · the need for additional funding, our ability to raise such funding, and the ultimate terms thereof; · the level of competition in the industries in which we compete; · the security of our computer systems and our ability to securely store client data; · the loss of key personnel or failure to attract, integrate and retain additional personnel; · fluctuations in our operating results; · corporate governance risks; · the impacts of global epidemics, pandemics and similar health issues; · ~~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. · unfavorable economic conditions; · changes in client demand;

	·	dilution to existing stockholders caused by the issuance of additional shares of our common stock;
	·	the lack of a significant market for our common stock, and the volatile nature thereof;
	·	our failure to pay cash dividends;
	·	the status of our common stock as a “penny stock”;
	·	lack of liquidity in the market for our stock;
	·	our blank check preferred stock and ability to issue significant shares of common stock;
	·	costs and expenses associated with being a public company;
	·	changes in client demand; and
	·	other risk factors included under “Risk Factors” below.

You should read the matters described and incorporated by reference in “Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, 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.

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ITEM 1. BUSINESS

Summary Matters and Definitions

In this Annual Report on Form 10-K (this “Report”), 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,. ~~none~~We ofhave ~~this~~not ~~information~~independently ~~has~~verified ~~been~~any ~~commissioned~~of bythe usdata from third-party sources, ~~and~~nor have we ~~have~~ascertained ~~not~~the ~~independently~~underlying ~~verified~~economic ~~any~~assumptions ofrelied itupon therein.

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

· “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.

Organizational History

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~~then ~~Pools”)~~known ~~and~~as ~~the~~Pool ~~shareholders~~Builders ofSupply ~~Reliant Pools, entered into an Agreement for the Exchange~~ of ~~common stock whereby Reliant Pools~~Texas, Inc.), ~~became~~ a ~~wholly-owned~~Texas ~~subsidiary~~corporation, ofmerged ~~Reliant~~to ~~Holdings,~~form ~~Inc.~~ONAR Holding Corporation (formerly Reliant Holdings, Inc. ~~designs~~), ~~and~~a ~~installs~~Nevada ~~swimming pools~~corporation.

On July 25, 2024, the Company acquired HLDCO, LLC ~~(“HLDCO”)~~ and its subsidiary Integrum Group LLC ~~(“Integrum”)~~ through a reverse merger where the shareholders of HLDCO entered into an Agreement to Contribute ~~the~~and ~~membership~~Exchange ~~interests~~to ofexchange ~~HLDCO~~their toequity ~~the~~interests ~~Company~~ in ~~return~~HLDCO for ~~common~~shares ~~stock~~ of the Company,. ~~whereby~~Due ~~HLDCO~~to ~~became~~the arelative ~~wholly-owned~~significance ~~subsidiary~~ of ~~Reliant~~HLDCO, ~~Holdings~~LLC, ~~Inc.~~we ~~Integrum~~account ~~was~~for ~~formed~~this inacquisition ~~July 2021~~ as a ~~Delaware~~reverse ~~entity and is currently headquartered in Los Angeles, California~~acquisition. Integrum specializes in marketing solutions through a technology-enabled independent marketing agency brand network. Its services span various industries, including performance digital marketing, healthcare industry marketing, and experiential marketing.

On August 23, 2024, the Company filed with the Secretary of State for Nevada a Certificate of Amendment to the Articles of Incorporation, changing its name to ONAR Holding Corporation.

On September 12, 2024, Integrum filed a certificate of amendment to its certificate of formation with the Delaware Secretary of State, pursuant to which it changed its corporate name from Integrum Group, LLC to ONAR, LLC.

On September 17, 2024, the Company filed a Certificate of Cancelation of Limited Liability Company for HLDCO with the Secretary of State of Delaware to dissolve HLDCO, leaving ONAR, LLC as the Company'’s ~~wholly~~primary ~~owned~~operating subsidiary.

2025 Corporate Developments

During 2025, the Company executed a series of transformative corporate actions that significantly reshaped its operations, governance, and strategic positioning:

Juice Labs Acquisition. On September 15, 2025, ONAR, LLC completed the acquisition of 100% of the membership interests of Juice Labs LLC through a Membership Interest Purchase Agreement. The acquisition integrated the JUICE agency platform, including its client relationships, personnel, and proprietary technology infrastructure, into the ONAR network. Following the acquisition, ONAR merged its existing Storia agency operations with Juice Labs under the unified JUICE brand.

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Retina AI Acquisition. On September 23, 2025, ONAR Labs LLC completed the acquisition of the Retina AI software platform, a predictive customer intelligence engine. Retina AI became a core component of the ONAR Labs technology stack, providing capabilities in customer lifetime value prediction, audience segmentation, and data-driven marketing optimization.

Board of Directors Expansion. During 2025, the Company significantly strengthened its corporate governance by expanding its Board of Directors from a sole director to a multi-member board with independent oversight. Key appointments included Scott Kauffman as Chairman of the Board, along with the addition of independent directors Mark Gazit, Reda Raad, and Howard Palefsky. These appointments bring decades of experience in public company governance, media and advertising, cybersecurity, technology, and corporate strategy.

Debt Conversion. In December 2025, the Company retired $311,000 in outstanding debt through voluntary equity conversion by certain noteholders, reducing future interest expense and simplifying the capital structure.

Portfolio Simplification. The Company completed the divestiture of its non-core legacy swimming pool construction business (Reliant Pools, Inc.), effective December 31, 2025, and the sale of substantially all operating assets of VMED Services, LLC (operating under the Of Kos brand) effective January 8, 2026. The Company retained all intellectual property related to the Of Kos brand name.

Organizational Structure

~~The~~As ~~following~~of ~~chart~~December ~~reflects~~31, ~~our~~2025, ~~current~~the ~~organization~~Company’s organizational structure consists of ONAR Holding Corporation as the publicly traded parent entity, ~~including~~with ~~our~~ONAR, LLC as its primary operating subsidiary. ONAR, LLC holds the following wholly owned subsidiaries: Juice Labs LLC (operating under the JUICE brand), ONAR Labs LLC (the Company’s technology and innovation division), VMED Services, LLC (operating under the Of Kos healthcare marketing brand, with the sale of substantially all operating assets completed in January 2026), and Storia Agency, LLC (operations merged into JUICE). Reliant Holdings, Inc. and its subsidiary Reliant Pools, Inc. constitute a divested non-core legacy business segment. Chalk Experiences, LLC and Reliant Custom Homes, Inc. are inactive subsidiaries whose operations were wound down prior to the Company’s reverse merger in 2024.

Description of Business Operations:

ONAR is a ~~leading~~technology-enabled marketing ~~technology~~platform ~~company~~that acquires and ~~agency~~integrates ~~network,~~specialist ~~built~~marketing agencies to ~~drive~~build ~~innovation~~a ~~and~~unified, ~~strategic growth for growth~~data-~~stage~~driven ~~and~~operating ~~middle-market companies~~network. ItThe ~~delivers~~Company ~~scalable~~focuses ~~solutions~~on ~~and~~middle-market ~~strategic~~brands ~~partnerships~~seeking ~~for~~enterprise-grade ~~ambitious~~marketing ~~companies,~~capabilities ~~connecting~~without ~~market expertise with cutting~~enterprise-~~edge~~level ~~technologies~~cost toor ~~optimize~~complexity. ~~marketing~~Since ~~efficiency~~its ~~and~~formation, ~~drive~~ONAR ~~sustainable~~has ~~growth.~~grown ~~Led~~through by a ~~team~~combination of ~~seasoned~~strategic ~~executives,~~acquisitions ~~our~~and ~~portfolio~~organic ~~companies~~expansion, ~~spanning~~leveraging ~~multiple~~shared ~~industries~~technology infrastructure, ~~are~~centralized ~~unified~~finance ~~under~~and acompliance, ~~single~~and ~~purpose:~~data-driven optimization to ~~deliver~~create ~~exceptional~~ value ~~and~~across ~~achieve~~its ~~superior business outcomes for our clients and stakeholders~~portfolio.

~~Since~~The ~~its~~Company ~~inception,~~positions ~~ONAR’s~~itself ~~standing continues to strengthen~~ as ~~partners~~The ~~and~~Operating ~~clients~~System ~~recognize~~for ~~our~~Modern ~~portfolio~~Marketing, ~~companies’~~targeting ~~performance—leading~~brands towith ~~accelerated~~$10 ~~growth~~million ~~trajectories—and as we work~~ to ~~strategically~~$1 ~~expand~~billion ~~our~~in ~~capabilities~~revenue ~~and~~that ~~market~~require ~~reach. Throughout our development~~sophisticated, ~~we have maintained a collaborative ethos that is fundamental to its structure. We believe our ability to leverage a~~ technology-~~first~~forward ~~approach,~~marketing ~~proprietary~~solutions. ~~artificial~~ONAR ~~intelligence~~differentiates ~~(“AI”),~~itself ~~data,~~from ~~middle market focus, and synergies across our diverse holdings gives us a competitive advantage relative to~~ traditional agency holding ~~company~~companies ~~models.~~through ~~While~~its ~~ONAR~~focus ~~prioritizes~~on ~~growth, we believe we will soon establish~~ the ~~necessary~~expanding ~~scale,~~middle ~~scope~~market, ~~and~~its ~~agility~~investment toin ~~navigate~~proprietary ~~global~~AI ~~market dynamics effectively. Our track record~~ and ~~focus~~data ~~on strategic acquisitions will soon show evidence that our diversified,~~ technology~~-focused~~, and ~~integrated~~its ~~approach~~model ~~resonates~~of ~~with~~deep ~~our~~operational ~~partners~~integration ~~and~~rather ~~stakeholders~~than passive financial ownership.

ONAR ~~offers~~currently a broad spectrum of capabilities across key sectors: Technology & Innovation, Performance Digital Marketing, Healthcare Marketing, and Experiential Marketing. Our global team allows us to pursue significant market opportunities, including acquiring new businesses in developing and key established markets. ONAR operates ~~in highly competitive and evolving industries, but we believe we possess a distinct advantage~~ through our strategic diversification, global workforce, operational agility, and technology-first approach. Our commitment to technological advancement, artificial intelligence (AI), and data-driven decision-making also enables us to optimize performance and identify emerging opportunities. ONAR provides a suite of services and solutions designed to meet the ~~evolving~~following ~~needs~~key ofbusiness ~~our partners and stakeholders, as well as actively pursuing technology-driven innovations.~~units:

Through strategic investments and internal development, ONAR is investing in the future of industry, with a focus on leveraging artificial intelligence (AI) for operational optimization, data analytics for strategic insights, and advanced technologies for sustainable development. This is a core component of our long-term strategic vision.JUICE

~~ONAR~~JUICE ~~has~~is ~~grown~~a ~~and~~performance ~~will~~digital ~~continue~~marketing toagency ~~grow~~offering ~~through~~full-spectrum apaid ~~combination~~media, ofcreative, ~~strategic~~data ~~acquisitions~~science, web development, and ~~organic~~strategy ~~expansion~~services. ~~Beginning~~JUICE ~~with~~has adriven ~~focused~~over ~~portfolio~~$2.5 billion in ~~its~~client ~~initial phase~~revenue, ~~ONAR~~maintains ~~strategically~~an ~~acquired~~average client tenure exceeding three years, and ~~developed~~was ~~companies~~ranked in#105 ~~high~~on the Inc. 5000 list of fastest-~~growth~~growing ~~sectors~~companies. ~~Between~~The ~~its~~agency ~~founding~~serves B2B and ~~2024~~B2C clients across diverse sectors, weincluding ~~acquired~~consumer products, manufacturing, business services, technology, e-commerce, and ~~integrated~~healthcare. ~~companies~~Core ~~specializing~~services ininclude ~~performance~~paid digital ~~marketing~~advertising, ~~healthcare~~search ~~marketing~~engine optimization, conversion rate optimization, web development, creative production, and ~~experiential~~data-driven ~~marketing~~campaign management. ~~Recognizing~~Following the ~~potential~~September 2025 acquisition of ~~these~~Juice ~~businesses~~Labs LLC, ONAR’s ~~strategic~~merged ~~management~~its ~~and~~existing ~~operational~~Storia ~~expertise~~agency ~~have~~operations ~~driven~~with ~~significant~~the ~~value~~Juice ~~creation~~Labs ~~across~~platform under the ~~portfolio~~unified JUICE brand.

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ONAR’s unified corporate team serves as the cornerstone of a robust value creation platform focused on scaling our portfolio companies and driving continuous operational improvement. We plan to continue investing in our core business units, developing innovative solutions through strategic partnerships, enhancing our technological capabilities through research and development, and further expanding our global footprint both organically and through strategic alliances to deliver enduring value for our clients, partners, and shareholders.Labs

ONAR Labs is the Company’s innovation and technology division, launched in 2025 to centralize technology development, data architecture, and AI-enabled optimization across the agency network. ONAR Labs houses the Company’s proprietary technology stack, consisting of: Retina AI, a predictive customer intelligence engine for customer lifetime value prediction and audience segmentation; Cortex, a real-time analytics backbone for cross-channel performance monitoring; Agentic Ops, an autonomous execution layer for campaign optimization and automated workflows; and the QA Layer, a deploy-blocking governance system for quality assurance. ONAR Labs is designed to drive higher-margin, recurring-revenue opportunities from SaaS licensing, data intelligence products, and automation tools for both ONAR’s agency clients and potential third-party customers.

Of Kos (Brand IP Retained)

Of Kos is a healthcare marketing brand named after Hippocrates of Kos, specializing in medical laboratory and genetic testing marketing with HIPAA-compliant marketing solutions. In January 2026, the Company completed the sale of substantially all operating assets of VMED Services, LLC, which conducted operations under the Of Kos brand, pursuant to a $1.5 million secured, seller-financed promissory note. The Company retained all intellectual property related to the Of Kos brand name and continues to view healthcare marketing as a strategic vertical for future development.

Our Market

Industry Trends

The ~~convergence~~marketing ofservices ~~technological~~industry ~~advancement~~continues ~~and~~to ~~evolving~~undergo ~~market~~significant ~~dynamics~~transformation ~~has~~driven ~~fundamentally reshaped the global business landscape, creating a complex and interconnected ecosystem. Historically, industrial and commercial sectors were characterized~~ by ~~standardized~~advances ~~production~~in ~~and~~artificial ~~mass-market distribution. Over the past decades~~intelligence, ~~technological innovation has driven a shift toward personalized solutions, real-time~~ data ~~analysis~~analytics, and ~~integrated supply chains~~automation. InWe ~~today's~~believe ~~environment,~~the ~~every~~following ~~enterprise~~trends ~~is,~~describe atthe ~~its~~industry ~~core, a technology-driven organization.~~ today:

WeFirst, ~~believe~~the ~~five~~adoption ~~key~~of ~~trends~~AI ~~describe~~and machine learning has accelerated across the ~~industry~~marketing ~~today:~~ecosystem, with brands increasingly relying on AI-powered tools for audience targeting, content creation, campaign optimization, and customer lifetime value prediction. The proliferation of data across touchpoints has created demand for advanced analytical platforms that can synthesize information and generate actionable insights in real time.

~~First~~Second, ~~digital~~the ~~transformation~~convergence ~~now~~of ~~pervades~~technology ~~every sector, with data-driven decision-making~~ and ~~automation~~creative ~~becoming~~services ~~essential~~has ~~for~~blurred ~~operational~~traditional ~~efficiency.~~boundaries ~~The~~between ~~integration of the Internet of Things (IoT)~~agencies, ~~cloud~~technology ~~computing~~companies, and ~~advanced~~data ~~analytics has expanded the scope of digital applications across all industries~~providers. ~~Digital~~Clients ~~solutions~~increasingly ~~now~~seek ~~encompass~~integrated apartners ~~wide~~that ~~array~~can ofdeliver ~~applications,~~both ~~including~~strategic ~~supply~~creative ~~chain~~execution ~~management,~~and ~~customer~~technology-driven ~~relationship~~measurement ~~management,~~ and ~~real-time~~optimization ~~performance~~within ~~monitoring~~a unified engagement.

~~Second~~Third, ~~data~~the ~~analytics~~middle-market ~~and~~segment ~~artificial intelligence~~ (~~AI)~~companies ~~are~~with ~~driving~~approximately ~~strategic~~$10 ~~insights.~~million ~~The~~to ~~proliferation~~$1 ofbillion ~~data~~in ~~across~~revenue) ~~various~~continues ~~touchpoints~~to ~~has~~grow ~~created~~in asize ~~need~~and ~~for~~sophistication. ~~advanced~~These ~~analytical~~companies ~~tools.~~demand ~~Real~~enterprise-~~time~~grade ~~data~~marketing ~~processing~~capabilities ~~and~~but ~~AI-driven~~lack ~~insights~~the ~~enable~~budgets ~~businesses~~ to ~~anticipate~~engage ~~market~~the ~~trends,~~largest ~~optimize~~global ~~resource~~holding ~~allocation~~company agencies, ~~and~~creating ~~enhance~~a ~~decision-making.~~significant ~~The~~addressable ~~ability~~market tofor ~~extract~~platform-oriented, ~~actionable~~technology-enabled ~~intelligence~~specialist ~~from vast datasets is becoming a key differentiator~~agencies.

~~Third~~Fourth, ~~sustainable~~private-market ~~and~~valuations ~~responsible~~for ~~practices~~specialist ~~are~~marketing ~~gaining~~agencies ~~prominence.~~have ~~Environmental,~~moderated ~~social,~~from ~~and~~pandemic-era ~~governance~~highs ~~(ESG)~~due ~~factors~~to ~~are~~rising ~~increasingly~~costs ~~influencing~~of ~~business~~capital ~~strategies.~~and ~~Companies~~macroeconomic ~~are~~uncertainty. ~~implementing~~This ~~more~~environment ~~ethical~~creates ~~practices.~~favorable ~~Stakeholders~~conditions ~~are~~for ~~demanding~~acquirers ~~transparency~~with ~~and~~access ~~accountability,~~to ~~driving~~public-company ~~the~~equity ~~adoption~~as oftransaction ~~sustainable business models~~currency.

Fourth, the proliferation of connectivity and technology has expanded the sheer volume and success of middle-market and growth-stage companies. With capital providers investing in these companies starting earlier and earlier, the need for the right partners to support that growth is ever-expanding, with the total addressable market becoming significantly larger.

Finally, technological innovation is transforming operational efficiency. SaaS and data-driven platforms are enhancing productivity, automating processes, and improving resource utilization. Technologies such as AI, robotics, and advanced materials are driving innovation across various sectors, enabling businesses to achieve higher levels of efficiency and competitiveness.

Competitive Landscape

ONAR generally operates in a highly competitive and diverse industry landscape. ~~Still,~~Due ~~due~~ to its ~~unique~~ focus on the expanding middle market, itONAR isdoes not ~~fighting~~directly compete for ~~market share with~~ the ~~traditional~~same ~~large~~client ~~multinational~~base ~~conglomerates~~as in the ~~space.~~largest ~~ONAR~~global ’sholding ~~portfolio~~ companies ~~compete~~(such ~~for~~as ~~market share with highly specialized independent agencies and for talent with large multinational conglomerates~~WPP, ~~specialized industrial firms~~Omnicom, ~~technology startups~~Publicis, and ~~other~~Interpublic), ~~service~~which ~~providers.~~primarily ~~Our~~serve ~~portfolio~~Fortune ~~companies~~500 ~~also face competition from consultancies, technology integrators,~~ and ~~other~~multinational ~~entities that offer related services~~enterprises. Instead, ONAR’s ~~portfolio~~competes ~~companies~~with ~~must~~regional ~~compete~~and ~~with~~boutique ~~these~~agencies, ~~other~~mid-sized ~~companies~~digital tomarketing ~~maintain~~firms, and ~~grow~~emerging ~~existing~~technology-enabled ~~client~~marketing ~~relationships~~platforms ~~and~~for tomiddle-market ~~obtain~~client ~~new clients and assignments~~engagements.

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~~During~~The ~~the~~rapid ~~decades~~rise ~~when~~of ~~traditional~~AI ~~industrial~~and ~~models~~data-driven ~~dominated,~~marketing ~~the~~has ~~industry~~created ~~experienced~~a ~~significant~~paradigm ~~consolidation~~shift asin ~~large~~the ~~holding~~industry. ~~companies~~While ~~built~~legacy ~~substantial~~holding ~~portfolios~~company ofmodels ~~often~~historically ~~overlapping~~relied ~~industrial~~on scale, ~~manufacturing~~geographic reach, and ~~technology~~brand ~~businesses~~reputation, tothe ~~achieve~~current ~~financial~~environment ~~efficiencies~~increasingly byrewards ~~centralizing~~speed ~~administrative~~of ~~operations~~innovation, technology depth, and operational agility. ~~These~~ONAR ~~holding~~believes ~~companies~~its ~~grew~~combination ~~significantly~~of inproven ~~size~~agency execution, proprietary AI technology (through ONAR Labs), and a focused middle-market ~~share~~acquisition strategy positions it favorably in this evolving landscape.

~~The~~Network ~~rapid~~Structure ~~rise of digital transformation, the convergence of technology~~ and ~~industry,~~Service and the explosion in data analytics and automation have created a paradigm shift in the industry. While legacy models still accounted for a significant share of the market in 2024, we see the traditional holding company model as evolving in this rapidly changing industry landscape. In recent years, a number of large consulting firms with information technology implementation backgrounds have entered the industrial and technology services market and, collectively, achieved significant market share. However, we believe these firms’ lack of deep industrial expertise and comprehensive operational capabilities limits their long-term growth potential as true challengers to integrated holding companies. We also believe most of these companies are chasing only the largest of enterprises and missing the opportunity of focusing on the exponentially faster growing middle market With a combination of strategic investments and technological innovation, we believe that ONAR is well positioned to take advantage of the continued transformation sweeping the industrial and technology ecosystem and to disrupt the traditional holding company landscape, as well as underserved middle market. ONAR was built on a foundation of strategic diversification and technological integration and has a global team that delivers the right combination of industry expertise and technological innovation for the modern, data-driven enterprise through a model that emphasizes agility and integration. In addition, as AI drives transformation across industrial sectors, we believe our focus on digital transformation and AI-enabled product development sets us apart.Offerings

~~Our~~ONAR ~~Offerings~~maintains a 100% ownership position in all of its subsidiary companies. As of December 31, 2025, the Company organizes its operations into the following reportable segments:

~~Through~~Advertising ~~its diversified portfolio of subsidiaries~~ and ~~strategic~~Marketing ~~technology~~Services: ~~investments,~~This ~~ONAR~~segment ~~offers~~encompasses athe ~~comprehensive~~Company’s ~~suite~~core ofperformance ~~technology-driven~~digital ~~services.~~marketing, ~~Specifically~~creative, ~~through~~data ~~ONAR Labs~~science, itand istechnology ~~beginning~~services, toled ~~commercialize~~by ~~technology~~JUICE ~~developed~~and ~~internally~~supported atby ~~its~~ONAR ~~subsidiaries~~Labs. toRevenue ~~offer~~in ~~products~~this ~~focused~~segment onis ~~data~~generated ~~analytics~~primarily ~~and~~through ~~artificial~~client ~~intelligence~~retainer ~~aimed~~contracts, atproject-based ~~optimizing~~engagements, ~~operational efficiencies~~ and ~~enhancing~~media ~~strategic~~management ~~decision-making for its clientele~~fees.

InHealthcare ~~addition~~Marketing to(Of ~~its~~Kos): ~~direct~~This ~~service~~segment ~~offerings,~~historically ~~ONAR~~provided ~~engages~~integrated inhealthcare ~~strategic~~marketing ~~investments and partnerships~~solutions, ~~facilitating~~specializing ~~the~~in ~~development~~medical laboratory and ~~commercialization~~genetic oftesting ~~innovative technologies and solutions~~marketing. ~~The~~With ~~Company~~the ~~leverages~~sale ~~its~~of ~~extensive~~substantially ~~network~~all tooperating ~~identify~~assets ~~and~~of ~~support~~VMED ~~high-growth potential ventures~~Services, ~~fostering~~LLC ~~synergistic~~effective ~~relationships~~January ~~that enhance its overall market position. Through these diverse activities~~2026, ~~ONAR~~the ~~aims~~Company toretained ~~deliver~~the ~~comprehensive~~Of ~~solutions~~Kos ~~that~~brand ~~address~~intellectual ~~its~~property. ~~clients'~~Results ~~complex~~from ~~and~~the ~~evolving~~Of ~~needs~~Kos ~~while~~segment ~~maintaining~~are aincluded ~~commitment~~through tothe ~~sustainable~~date ~~and~~of ~~responsible business practices~~disposition.

~~Network~~Divested ~~Structure~~Segments: &The ~~Service~~Company’s ~~Offerings~~legacy swimming pool construction segment (Reliant Pools, Inc.) was divested effective December 31, 2025 and is not continuing in the business in 2026.

ONAR maintains a 100% ownership position in all of its subsidiary companies.

The Company organizes its subsidiaries into three service offerings: "Performance Digital Marketing & Technology," "Healthcare Marketing," and "Experiential Marketing."

These three service offerings are:

· Performance Digital Marketing & Technology: This service offering is led by led by Storia Agency, LLC (“Storia”), a subsidiary specializing in performance marketing, digital transformation, and data analytics. Storia provides comprehensive technology and marketing services aimed at driving revenue and sales for customers through digital media, search engine optimization, e-mail marketing, conversion optimization, and other related services. This service offering focuses on delivering these scalable and innovative solutions by leveraging technology, including customized software applications, data-driven insights, and AI integration. · Healthcare Marketing: This service offering is led by VMED Services, LLC (“Of Kos”), a wholly owned subsidiary engaged in the provision of integrated healthcare solutions. It specifically markets the expedited transmission of diagnostic laboratory results to medical practitioners and offers specialized marketing services designed to enhance patient engagement and improve the delivery of healthcare services. · Experiential Marketing: This service offering is led by Chalk Experiences, LLC (“Chalk”), a subsidiary specializing in the provision of experiential marketing services. Chalk is characterized by the conceptualization and execution of unique and immersive experiences where brands drive revenue, exposure, and sales through real life experiences, sampling, trade shows, and events. It leverages a team of experiential marketers who design and implement innovative strategies to create memorable and impactful experiences that are measured and elevated by leveraging technology and data. Chalk is currently being reimagined and ONAR plans to relaunch the business in 2025 as part of merger and acquisition activities.

7 Table of Contents

Our Strategy

ONAR'’s strategic objectives ~~are~~center ~~predicated~~on ~~upon~~building ~~the~~a ~~acquisition~~scalable, ~~and operational optimization of leading~~ technology-enabled marketing ~~agencies~~platform ~~that~~through ~~cater~~disciplined toacquisition, ~~middle-market clientele. The Corporation's~~ operational ~~methodology~~integration, ~~involves the aggregation~~ and ~~analysis of acquired agency data, the deployment of~~ proprietary ~~artificial~~technology ~~intelligence and technological solutions, and the application of seasoned management expertise to enhance the efficacy of marketing campaigns, thereby driving revenue growth for its clients~~development. ~~Simply~~The ~~said,~~Company’s itstrategy ~~builds~~is ~~solutions~~defined ~~that~~by ~~help its clients sell their products and/or services faster and better than their competition. Concurrently, ONAR prioritizes~~ the ~~development~~following ~~and commercialization of its proprietary marketing technology solutions.~~pillars:

~~The~~Acquire ~~Company’s~~and ~~strategic~~Integrate ~~trajectory~~Specialist isAgencies. ~~further~~ONAR ~~propelled~~targets byspecialist ~~its~~marketing ~~experienced~~agencies ~~leadership,~~serving athe ~~disciplined~~middle ~~and~~market ~~accretive~~that ~~acquisition~~demonstrate ~~strategy~~strong client relationships, ~~and~~recurring ~~its~~revenue ~~provision~~characteristics, ofand ~~advanced~~cultural AIalignment ~~and~~with ONAR’s technology-~~driven~~forward ~~services~~approach. The ~~transition~~Company toleverages afavorable ~~publicly~~private-market ~~traded~~conditions ~~entity~~and isits ~~intended~~public-company equity to ~~facilitate~~structure ~~accelerated~~accretive ~~and~~transactions ~~efficient~~that ~~growth~~provide ~~through~~agency ~~enhanced~~founders ~~access~~with toliquidity ~~capital~~and ~~markets~~long-term upside.

Deploy Proprietary Technology. Through ONAR ~~leverages~~Labs, ~~its~~the Company is building a proprietary ~~artificial~~AI ~~intelligence~~and data technology stack designed to improve agency performance, ~~digital~~drive ~~transformation~~higher-margin ~~capabilities~~recurring revenue, and ~~comprehensive~~create ~~digital~~defensible ~~marketing~~competitive ~~service~~advantages. ~~offerings~~The ONAR Labs platform is intended to ~~capitalize~~serve onas ~~emerging~~shared ~~market~~infrastructure ~~opportunities~~across all portfolio agencies and, ~~secure~~over ~~market~~time, ~~share~~may ~~from~~be ~~growing~~offered ~~businesses~~as standalone SaaS products to third-party customers.

Centralize Back-Office Functions. The Company’s ~~business~~centralizes ~~model~~finance, isaccounting, ~~characterized~~legal, bycompliance, aand ~~platform-light,~~human ~~technology-centric~~resources functions across its portfolio, reducing overhead costs and ~~modular~~improving ~~approach~~operational ~~designed~~consistency. toThis ~~enable~~centralized ~~independent~~model enables acquired agencies to ~~scale~~focus ~~business~~on ~~performance~~client ~~for~~delivery ~~middle-market~~while ~~and~~benefiting ~~growth~~from enterprise-~~stage~~grade ~~companies~~infrastructure.

~~Furthermore~~Strengthen Corporate Governance. During 2025, the Company ~~intends~~expanded ~~to utilize~~ its ~~publicly~~Board ~~traded~~of ~~equity~~Directors towith ~~support~~experienced ~~its~~independent ~~acquisition-driven~~directors ~~growth~~and ~~strategy,~~invested ~~enabling~~in ~~the~~strengthening ~~acquisition~~its ~~and~~internal ~~development~~control ofenvironment. ~~companies~~The atCompany ~~favorable~~is ~~multiples,~~committed ~~thereby~~to ~~generating~~maintaining ~~enhanced~~governance ~~returns~~standards appropriate for ~~both~~its ~~the~~growth ~~Company~~stage and ~~its~~public-company ~~acquired entities~~obligations.

~~Extended~~7 ~~Business~~Table of Contents

~~Reliant~~Going Holdings, Inc., together with its subsidiary, Reliant Pools, Inc., constitutes a non-core business segment within ONAR's portfolio. Reliant Pools, Inc., an entity recognized for its bespoke swimming pool construction services, operates within the greater Austin, Texas metropolitan area, specializing in the design and implementation of recreational aquatic installations. These installations are characterized by their integration with the surrounding environment and the architectural aesthetics of residential properties, including the incorporation of complementary water features. Notwithstanding ONAR's continued ownership of these entities, it is hereby stipulated that their operational activities are not considered integral to the Company’s principal business strategy. Concern

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

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

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

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~~Our ~~of documents filed by us with the~~ SEC filings are also available ~~from~~through ~~us without charge, upon oral or written request to our Secretary, who can be contacted at~~ the ~~address~~OTC ~~and~~Markets ~~telephone number set forth on the cover page of this Report. Our~~ website ~~address~~at ~~is https://~~www.~~reliantholdingsinc~~otcmarkets.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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ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below as well as the other information in this filing before deciding to invest in our company. Any of the risk factors described below could ~~significantly and~~ adversely affect our business, ~~prospects~~operating results, financial condition and ~~results~~the trading price of ~~operations~~our common stock. ~~Additional~~The risks and uncertainties ~~not~~described ~~currently~~below ~~known~~may ornot ~~that are currently considered to~~ be ~~immaterial~~the ~~may~~only ~~also~~risks ~~materially~~we ~~and~~face. ~~adversely~~Additional ~~affect~~risks ~~our business, prospects, financial condition~~ and ~~results~~uncertainties ofthat ~~operations.~~we Asare aunaware ~~result~~of, ~~the trading price~~ or ~~value~~that ofwe ~~our~~currently ~~common~~believe ~~stock~~are ~~could~~not ~~be materially adversely affected~~material, ~~and~~may ~~you~~also ~~may~~become ~~lose~~important ~~all~~factors orthat ~~part~~adversely ofaffect ~~your~~our ~~investment~~business.

~~Summary~~8 ~~Risk~~Table ~~Factors~~of Contents

WeRisks ~~face~~Related ~~risks and uncertainties related~~ to ~~our~~Our ~~business,~~Business ~~many~~Operations ~~of which are beyond our control. In particular, risks associated with:~~

·There ~~unfavorable~~is ~~economic~~substantial ~~conditions;~~doubt ·about ~~changes in client demand; ·~~ our ability to ~~maintain~~continue 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~~going 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; · other risk factors included belowconcern.

~~Risks~~The ~~Related~~financial statements included in this annual report on Form 10-K have been prepared assuming we will continue as a going concern. We have incurred losses since the completion of the 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 $9,276,897 for the period ended December 31, 2025 and have a working capital deficiency of approximately $9.4 million. These matters, among others, raise substantial doubt about our ability to continue as a going concern. Our ~~Business~~ability ~~Operations:~~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.

Our revenues are highly susceptible to declines as a result of unfavorable economic conditions.

Advertising, marketing and communications expenditures are sensitive to global, national and regional macroeconomic conditions, including inflationary pressures, currency fluctuations, geopolitical uncertainty and elevated interest rates, as well as specific ~~budgeting~~industry ~~levels and buying patterns~~conditions. ~~Adverse~~Unfavorable ~~developments such as inflation or heightened~~ economic uncertainty can reduce the demand for our services and pose a risk that clients may reduce, postpone or cancel spending on advertising, marketing and corporate communications projects. For example, inflation rates have increased in recent years, and the effects of increased inflation and other adverse conditions ~~on our customers~~ have in the past ~~resulted~~ and ~~may~~could in the future ~~result~~materially inreduce ~~decreased demand for~~ our ~~products~~revenue and ~~services,~~negatively ~~decreased~~impact ~~revenue, increases in~~ our operating ~~costs~~results. ~~(including~~Clients ~~our~~may ~~labor costs)~~reduce, ~~and decreased profitability~~postpone, ~~and may result in reduced liquidity and limits on our ability to access credit~~ or ~~otherwise~~cancel ~~raise~~spending ~~capital.~~with Inus ~~cases~~if ofthey ~~sustained~~experience ~~inflation~~an across several of our major markets, it becomes increasingly difficult to effectively control increases to our costs. If we are unable to increase our fees or take other actions to mitigate the effect of the resulting higher costs, our business, results of operations and financial position could be negatively impacted. In addition, in the past, some clients have responded to weakening economic ~~conditions with reductions to their marketing budgets~~downturn, which ~~include discretionary components that are easier to reduce in the short term than other operating expenses. This pattern may recur in the future and~~ could ~~have~~adversely aaffect ~~material adverse effect on~~ our ~~revenue, results of operations, cash flows and financial condition~~business. ~~In addition, elevated interest rates have had and may continue to have the effect of further increasing economic uncertainty and heightening these risks, as well as increasing the cost of capital.~~

9 Table of Contents

Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions.

Our revenue and profitability depend on the demand for our services and favorable margins, which have been and may continue to be negatively affected by numerous factors, many of which are beyond our control ~~and unrelated to our work product~~. To increase our ~~revenues~~revenue and ~~achieve~~sustain ~~favorable margins~~profitability, we ~~will~~must ~~need~~maintain ~~to attract additional clients or generate demand for additional services~~ and ~~products~~expand ~~from~~our existing ~~clients,~~client ~~and such demand will depend on factors including clients’ and potential clients’ requirements, pre-existing vendor~~ relationships, ~~financial condition, strategic plans, internal resources~~ and ~~satisfaction~~attract ~~with~~new ~~our work product and services, as well as broader economic conditions, competition and the quality of our Brands’ employees, services and reputation~~clients. InThere ~~addition,~~can ~~developments in the markets we serve, which may~~ be ~~rapid,~~no ~~could~~assurance ~~shift demand to services and solutions where we are less competitive, or might require significant investment by us to upgrade, enhance or expand our services and solutions to meet~~ that ~~demand. To the extent that~~ we ~~are~~will ~~unable~~be toable ~~generate sufficient and profitable client demand, our ability~~ to ~~grow our business, increase our revenues and~~ achieve ~~favorable~~these ~~margins will be limited, which could have a material adverse effect on our business, results of operations, financial condition and prospects~~objectives.

Our business could be adversely affected if we fail to retain our existing clients.

Our clients may terminate or reduce the scope of their relationships with us on short notice. Our ability to attract and retain clients is an important aspect of our competitiveness, and client loss, ~~including due to competitors, as a consequence of client consolidation, insolvency or a reduction in marketing budgets due to recessionary economic conditions, or a shift in client spending~~ could have a material adverse effect on our business, results of operations, ~~financial condition~~ and prospects. Many companies, including companies with which we have long-standing relationships, put their advertising and marketing communications business up for competitive review from time to time, and we have lost client accounts in the past as a result of such reviews. Our clients may choose to terminate their contracts, or reduce their relationships with us, on a relatively short time frame and for any reason, including as a result of such competitive reviews, a reduction in marketing budgets due to external factors such as economic conditions or their own financial distress or insolvency, competition from other marketing services providers, clients’ consolidation, a shift in their spending or clients’ dissatisfaction with our services, reputation or personnelcondition.

We face significant competition.

The advertising and marketing services business is highly competitive and constantly changing. We compete on the basis of ~~many factors, including~~ the quality ~~(and clients’ perceptions~~ of ~~the quality) of~~ our work, our ability to protect ~~the~~confidential ~~confidentiality of clients’ and their customers’ data, our relationships with key~~ client ~~personnel~~information, our ~~expertise~~technology ~~in particular areas or disciplines~~capabilities, ~~the differentiation of our offerings~~ and our ~~ability to provide integrated services at the scale clients require~~pricing. WeOur ~~compete~~competitors ~~with~~include ~~a diverse and growing set of marketing services firms and consultancies including other~~ large ~~multinational~~global ~~companies.~~holding ~~We are smaller than many of our larger industry competitors~~companies, ~~and~~mid-sized an agency’s ability to serve clients on a broad basis and across a range of services and technologies is an important competitive consideration. We also compete with smaller businesses that operate in local or regional marketsagencies, ~~and~~boutique ~~because an agency’s principal asset is often its people~~firms, ~~barriers~~technology ~~to entry are minimal~~companies, and ~~relatively small brands are, on occasion, able to take all or some portion of a client’s business from a larger competitor. Consolidation of companies~~ in-house ~~our~~marketing ~~industry, including through strategic mergers or acquisitions, may also result in new competitors with greater scale than ours~~teams. ~~Competitive~~If ~~challenges~~we ~~also~~are ~~arise~~unable ~~from~~to ~~rapidly~~compete ~~evolving and new technologies in the marketing and advertising space~~successfully, ~~which~~we ~~create~~could ~~opportunities~~lose ~~for~~market ~~new~~share and ~~existing~~clients ~~competitors~~to ~~and a need for continued significant investment in tools, technologies and process improvements~~competitors.

InWe ~~addition,~~are ~~our~~making ~~competitors~~investments ~~may~~in ~~compete~~new ~~for~~product ~~client~~offerings ~~engagements by significantly discounting their services. Price competition could force us to choose between lowering our prices (~~and ~~suffering~~technologies, ~~reduced~~including ~~operating~~AI, ~~margins)~~that orare ~~losing~~inherently ~~a client’s business~~risky.

~~Our~~We ~~future~~have ~~financial~~made ~~performance~~and iscontinue ~~largely~~to ~~dependent~~make ~~upon~~significant ~~our~~investments ~~ability~~in toAI, ~~compete~~data ~~successfully~~analytics, inand marketing technology through ONAR Labs, including the ~~markets~~Retina weAI ~~serve.~~platform Ifand wethe ~~are~~broader ~~unable~~ONAR toLabs ~~compete~~technology ~~successfully,~~stack. weThere ~~could~~can ~~lose~~be ~~market~~no ~~share~~assurance ~~and~~that ~~clients~~client todemand ~~competitors~~for these products will exist or be ~~forced~~sustained toat ~~accept~~the ~~engagements~~levels ~~with~~we ~~unfavorable~~anticipate, ~~economic~~or ~~terms,~~that ~~which~~these ~~could~~initiatives ~~have~~will agenerate ~~material~~sufficient ~~adverse~~revenue ~~effect~~to onjustify our ~~business~~investment. Additionally, ~~results~~these ofinvestments ~~operations,~~may ~~financial~~place ~~condition~~demands on management and ~~prospects~~internal resources, and may involve significant upfront capital expenditures before generating meaningful revenue.

10 Table of Contents

We are making investments in new product offerings and technologies that are inherently risky.

We have made investments to develop new marketing services products and technologies, including marketing data, campaign martech, and AI and generative AI offerings, and we intend to continue investing significant resources in developing and/or acquiring new technologies, tools, features, services, products and offerings. Our new initiatives are inherently risky, as each involves development of new software platforms or other product offerings, unproven business strategies and technologies with which we may have limited prior development or operating experience. They may also involve additional claims and liabilities (including intellectual property claims), expenses, regulatory challenges, and other risks that we do not currently anticipate.

There can be no assurance that client demand for our new products, and technologies will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. If we do not realize the expected benefits of our investments, our business, financial condition, results of operations and prospects may be harmed.

We are subject to risks related to our use of AI, including generative AI.

We are ~~increasingly~~ building ~~generative~~ AI features into ~~some of~~ our offerings, ~~such as generative AI content creation tools,~~ and are ~~making~~investing ~~investments~~ in expanding our ~~generative~~ AI capabilities. Asthrough ~~part~~ONAR ofLabs. ~~this~~The ~~process,~~use weof ~~also~~AI ~~utilize~~and generative AI ~~tools~~involves ~~offered~~significant bytechnical ~~third-party~~complexity. ~~providers~~Any indisruption ~~the~~or ~~development~~failure ~~and~~in ~~testing of~~ our ~~offerings. Generative~~ AI isofferings acould ~~new~~result ~~and~~in ~~emerging~~delays ~~technology~~or inerrors, ~~its~~which ~~early~~could ~~stages~~damage ofour ~~commercial~~reputation ~~use~~ and ~~presents~~adversely ~~certain~~affect ~~inherent~~our ~~risks~~business. ~~Generative~~The AI ~~algorithms~~regulatory ~~are~~landscape ~~based~~is ~~on machine learning and predictive analytics~~evolving, ~~which can create unintended biases~~ and ~~discriminatory~~new ~~outcomes,~~regulations ~~and~~may ~~outputs~~increase ~~can~~our becompliance ~~completely~~costs ~~fabricated~~ or ~~false.~~restrict ~~There is a risk that~~ our ~~algorithms~~ability ~~could~~to ~~produce~~use ~~such~~AI ~~outcomes~~technologies orin ~~other~~ways ~~unexpected results or behaviors~~ that ~~could~~are ~~harm~~integral to our ~~reputation,~~ business, ~~or clients~~strategy.

In addition, the use of AI and generative AI involves significant technical complexity and requires specialized expertise. Any disruption or failure in our AI and generative AI offerings, or those of our third-party providers, could result in delays or errors in our operations, which could harm our business and financial results. The use of generative AI tools could also result in a greater likelihood of cybersecurity incidents, privacy violations and inadvertent disclosures of our intellectual property or other confidential information, any of which could directly or indirectly harm our business, operations and reputation.

The AI regulatory landscape is still uncertain and evolving, and the development and use of AI technologies, including generative AI, in new or existing content creation tools and other offerings may result in new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns or other complications that could be costly and time-consuming and could adversely affect our business, reputation or financial results.

We are impacted by seasonal fluctuations in marketing, research, communications and advertising activity.

Our revenue, cash flow, operating results and other key operating and performance metrics vary from quarter to quarter due to the seasonal nature of our clients’ spending on the services we provide. ~~For example~~Historically, ~~clients~~client ~~tend~~spending tends to ~~devote~~be ~~more~~higher ofin ~~their advertising budgets to~~ the fourth ~~calendar~~ quarter ~~to coincide with consumer holiday spending,~~ and welower ~~typically~~in ~~generate our highest quarterly revenue during~~ the ~~fourth~~first quarter ~~in each year~~. ~~Political~~These ~~advertising~~seasonal ~~and~~fluctuations ~~related~~could ~~activity~~cause ~~have also historically caused~~ our ~~revenue~~results to ~~increase~~vary ~~during~~from ~~election cycles, which is most pronounced in even years, in particular during~~ the ~~third~~expectations ~~and fourth quarters~~ of ~~such~~securities ~~years,~~analysts and toinvestors, ~~decrease~~which ~~during other periods. Seasonality~~ could ~~have~~adversely aaffect ~~more significant impact on our revenue, cash flow and operating results from period to period in~~ the ~~event~~price of ~~declines in~~ our ~~growth~~common ~~rate or if seasonal spending becomes more pronounced~~stock.

We9 ~~expect~~Table toof ~~enter into strategic transactions in the future that we expect to result in material changes in our operations.~~Contents

~~Our~~We ~~business strategy relies on our ability to identify strategic acquisition targets to scale our business, and we~~ expect to enter into strategic transactions ~~with~~in ~~third~~the ~~parties. Any~~ future ~~transaction~~that may ~~also~~ result in amaterial ~~change~~changes in our ~~business focus. Any future strategic transaction involving the Company or its~~ operations may have a material effect on our operations, cash flows, results of operations, prospects, plan of operations, the listing of our common stock on the OTCQB Market, our officers, directors and majority stockholders, and the value of our securities.

11Our ~~Table~~business ofstrategy ~~Contents~~relies on our ability to identify, complete, and successfully integrate strategic acquisitions. We completed the Juice Labs LLC acquisition and Retina AI acquisition in September 2025, and we expect to continue pursuing additional transactions. Any future transaction may result in a change in our business focus and may involve risks including the failure to achieve anticipated synergies, difficulty integrating acquired operations, and potential unknown liabilities.

We are ana ~~early-stage~~ company ~~operating~~with ~~across~~ a ~~number~~limited ofoperating ~~rapidly~~history ~~developing~~in ~~industries~~our current form.

ONAR, LLC was initially formed in July 2021, and ~~our~~the Company completed its reverse merger in July 2024. Our strategy revolves around the acquisition of multiple operating businesses., ~~Because~~and ~~the~~we ~~Company~~have ~~has~~ a limited track record of operating ~~history,~~as ~~you~~a consolidated public company. You should consider and evaluate our operating prospects in light of the risks and uncertainties frequently encountered by ~~early-stage~~ companies in ~~rapidly~~the ~~evolving~~early ~~markets.~~stages ~~These~~of ~~risks include:~~development.

·We ~~That~~will werequire ~~may~~additional ~~not~~financing ~~have sufficient capital to achieve our acquisition and growth strategy; · That we may not develop our product and service offerings~~ in aorder ~~manner that enables us~~ to beexecute ~~profitable and meet~~ our ~~customers'~~business ~~requirements; · That our growth~~ strategy ~~may not be successful; and · That fluctuations in our operating results will be significant relative to our revenues~~.

~~These~~We ~~risks~~had ~~are~~negative ~~described~~working capital as of December 31, 2025, as a result of costs associated with acquisitions and investments in ~~more~~growing ~~detail~~the ~~below~~business. ~~Our~~With ~~future~~our ~~growth~~current ~~will~~cash ~~depend~~on ~~substantially~~hand, expected revenues, and based on our ~~ability~~current toaverage ~~address~~monthly ~~these~~expenses, ~~and~~we anticipate the ~~other~~need ~~risks~~for ~~described~~additional infunding ~~this~~to ~~section.~~meet Ifour weplanned dooperating ~~not~~activities ~~successfully~~over ~~address~~the ~~these~~next ~~risks,~~12 months. These conditions raise substantial doubt about our ~~business~~ability ~~could~~to becontinue ~~significantly~~as ~~harmed~~a going concern. ~~Because~~We wemay ~~have~~not abe ~~limited~~able ~~operating~~to ~~history~~borrow ~~our~~or raise additional capital in the future ~~operations~~to ~~may~~meet ~~not~~our needs, which might result in ~~profitable~~the ~~operations~~value of our common stock decreasing. We are actively pursuing refinancing of near-term debt maturities, raising additional equity or debt capital, and driving revenue growth to address our liquidity needs.

We ~~will~~face ~~require~~risks ~~additional~~associated ~~financing~~with inintegrating ~~order~~acquired ~~to execute our business strategy, and we may not be able to raise funds on favorable terms or at all, which raises questions about our ability to continue as a going concern~~businesses.

WeOur ~~had~~growth ~~working~~strategy ~~capital~~depends ofon ~~$(4,033,419)~~our asability ofto ~~December~~successfully ~~31,~~integrate ~~2024~~acquired businesses, asincluding aJuice ~~result~~Labs ofLLC ~~costs associated with our reverse merger~~ and ~~other~~Retina ~~investments in growing the business~~AI. ~~With~~The ~~our~~integration ~~current~~of ~~cash~~acquired onbusinesses ~~hand,~~involves ~~expected~~significant ~~revenues~~challenges, ~~and~~including: ~~based~~the ondifficulty ~~our~~of ~~current~~integrating ~~average~~acquired ~~monthly expenses~~products, weservices ~~currently~~or ~~anticipate the need for additional funding in order to continue our~~ operations; ~~at their current levels and to pay~~ the ~~costs~~potential ~~associated~~disruption ~~with~~of ~~being~~ongoing abusinesses; ~~public~~difficulties ~~company for the next 12 months. We may also require additional funding~~ in ~~the~~maintaining ~~future~~uniform tostandards, ~~expand~~controls, orprocedures ~~complete~~and ~~acquisitions.~~policies; In the ~~event~~potential weimpairment ~~obtain additional funding in the future, the most likely source~~ of ~~future~~relationships ~~funds~~with ~~presently~~employees ~~available~~and toclients; usand ~~will~~potential beunknown ~~through~~liabilities ~~the~~associated ~~sale~~with ofacquired ~~equity capital~~businesses. ~~Any~~Our ~~sale~~inability ~~of share capital will result in dilution~~ to ~~existing~~successfully ~~stockholders.~~integrate ~~Furthermore,~~acquisitions wecould ~~may incur debt in the future, and may not~~ have ~~sufficient~~a ~~funds~~material toadverse ~~repay~~effect ~~our future indebtedness or may default~~ on our ~~future debts, jeopardizing our~~ business ~~viability~~. ~~While we believe we will retire a good portion of company debt as a result of converting debt into equity, we have an accumulated deficit of $4,681,009 as of December 31, 2024.~~

~~These conditions raise substantial doubt about our ability to continue as a going concern for the next twelve months.~~ The ~~accompanying~~security ~~financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America~~our oncomputer asystems ~~going~~may concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be ~~necessary should the Company be unable to continue as a going concern~~breached. ~~The financial statements included herein also include a going concern footnote from our auditors.~~

WeThe ~~may~~use ~~not~~of ~~be able to borrow or raise additional capital in the future to meet~~ our ~~needs~~products orinvolves ~~to otherwise provide~~ the ~~capital~~storage, ~~necessary~~transmission ~~to expand our operations~~ and ~~business,~~processing ~~which might result in the value~~ of our ~~common~~clients’ ~~stock~~data. ~~decreasing~~Individuals ~~in value~~ or ~~becoming~~entities ~~worthless. Additional financing~~ may ~~not~~attempt ~~be available~~ to uspenetrate onour ~~terms~~computer ~~that are acceptable~~systems. ~~Consequently~~If successful, wethey ~~may~~could ~~not~~compromise beconfidential ~~able~~client ~~to proceed with our intended business plans~~data. ~~Substantial~~Any ~~additional~~actual ~~funds~~or ~~will~~perceived ~~still~~breach beof ~~required~~data ifsecurity wecould ~~are~~adversely toaffect ~~reach~~ our ~~goals~~reputation, ~~that~~client ~~are~~relationships, ~~outlined~~and ~~in this Report~~business. ~~Obtaining additional financing contains risks, including:~~

· additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current stockholders; · loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our sole director; · the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and · if we fail to obtain required additional financing to grow our business, we will need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each of which would have a material adverse effect on our business, future prospects, and financial condition.

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Furthermore, in order to pay amounts owed in connection with lawsuits, settlements, and judgments rendered against us, we may be forced to liquidate assets and/or abandon certain of our business plans. If we are unable to pay such amounts, we may be forced to cease operations and/or seek bankruptcy protection.

We operate across a number of a highly competitive industries.

As a holding company for operating businesses, we operate across a number of different industries and encounter competition from local, regional or national entities, some of which have superior resources or other competitive advantages. Intense competition may adversely affect our business, financial condition or results of operations. Our competitors may be larger and more highly capitalized, with greater name recognition. We will compete with such companies on brand name, quality of services, level of expertise, advertising, product and service innovation and differentiation of product and services. As a result, our ability to secure significant market share may be impeded.

The security of our computer systems may be breached, and any unauthorized access to our customer data will have an adverse effect on our business and reputation.

The use of our products will involve the storage, transmission and processing of our clients’ data and communications with those clients. Individuals or entities may attempt to penetrate our computer systems, or that of our third-party hosting and storage providers, and could gain access to our clients’ data, which could result in the destruction, disclosure or misappropriation of proprietary or confidential information of our clients’ or their customers, employees and business partners. If any of our clients’ private data is leaked, obtained by others or destroyed without authorization, it could harm our reputation, we could be exposed to civil and criminal liability, and we may lose our ability to access private data, which will adversely affect the quality and performance of our platform. In addition, our platform may be subject to computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks, all of which have become more prevalent. Any failure to maintain the performance, reliability, security and availability of our products or services and technical infrastructure to the satisfaction of our clients may harm our reputation and our ability to retain existing customers and attract new users. While we will implement procedures and safeguards that are designed to prevent security breaches and cyber-attacks, they may not be able to protect against all attempts to breach our systems, and we may not become aware in a timely manner of any such security breach. Unauthorized access to or security breaches of our platform, network or computer systems, or those of our technology service providers, could result in the loss of business, reputational damage, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, civil and criminal penalties for violation of applicable laws, regulations or contractual obligations, and significant costs, fees and other monetary payments for remediation. If customers believe that our systems do not provide adequate security for the storage of sensitive information or its transmission over the Internet, our business will be harmed.

We face legal, reputational and financial risks from any failure to protect client data from security incidents or cyberattacks.

We and our third-party service providers, ~~such as our cloud service providers that store, transmit and process data,~~ rely on information ~~technologies~~technology ~~and~~ infrastructure,. ~~which~~As wethe ~~use~~breadth toand ~~manage~~complexity ~~our business, including digital storage~~ of ~~client~~this ~~marketing~~infrastructure ~~and~~grows, ~~advertising~~the ~~information~~potential ~~and~~risk ~~developing~~of ~~new business opportunities. Increased cybersecurity threats and attacks, such as~~ security breaches, ~~are constantly expanding, evolving,~~ and ~~becoming~~cyberattacks ~~more~~increases. ~~sophisticated~~We ~~and~~are ~~pose~~subject ato ~~risk~~extensive todata ~~our~~privacy ~~systems~~laws and ~~networks. In addition~~regulations, ~~given~~and ~~the~~any ~~increasing~~failure ~~difficulty~~to ofcomply ~~detecting~~could ~~cybersecurity~~result ~~threats, undiscovered vulnerabilities~~ in ~~our~~significant ~~products~~fines orand ~~services~~damage ~~could expose us or our clients~~ to ~~hackers or other unscrupulous third parties who develop and deploy viruses and other malicious software programs that could attack~~ our ~~products, services and business~~reputation.

We ~~are~~rely ~~dependent~~ on ~~information technology networks and systems to securely process, transmit and store electronic information and to communicate among~~ our ~~team~~management ~~around the world~~ and ~~with~~key ~~our people, clients, partners and vendors~~personnel. As the breadth and complexity of this infrastructure continues to grow, including as a result of the increasing reliance on, and use of, mobile technologies, social media and cloud-based services, the risk of security incidents and cyberattacks has increased. Such incidents could lead to shutdowns or disruptions of or damage to our systems and those of our clients, partners and vendors, and unauthorized disclosure of sensitive or confidential information, including personal data and proprietary business information. Also, given the unpredictability of the timing, nature and scope of such cybersecurity threats and attacks, we may be unable to anticipate attempted security breaches and, in turn, implement adequate preventative measures.

13We ~~Table~~are dependent upon the personal efforts and abilities of ~~Contents~~our management, including Claude Zdanow (Chief Executive Officer and Chief Financial Officer), Chris Becker (President), and other key members of our management team and subsidiary leadership. The loss of any key personnel could have a material adverse effect on our business. We do not currently maintain key person life insurance policies on our executive officers.

In10 ~~providing~~Table services and solutions to clients, we often manage, utilize and store sensitive or confidential client or other data, including personal data and proprietary information, and we expect these activities to increase, including through the use of AI, bots and cloud-based analytics. Security breaches, improper use of our systems and other types of unauthorized access to our systems, data, and information by employees and others may pose a risk that data may be exposed to unauthorized persons or to the public. We have access to sensitive data, personal data, and information that is subject to various data privacy laws and regulations, which have obligations that are triggered in the event of a breach. Unauthorized disclosure of, denial of access to, or other incidents involving sensitive or confidential client, vendor, partner or our own data, whether through systems failure, employee negligence, fraud, misappropriation, or cybersecurity, ransomware or malware attacks, or other intentional or unintentional acts, could damage our reputation and our competitive positioning in the marketplace, disrupt our or our clients’ business, cause us to lose clients and result in significant financial exposure and legal liability. Similarly, unauthorized access to or through, denial of access to, or other incidents involving, our software and IT supply chain or SaaS providers, our service providers’ information systems or those we develop for our clients, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations, who continuously develop and deploy viruses, ransomware, malware or other malicious software programs or social engineering attacks, could result in negative publicity, significant remediation costs, legal liability, damage to our reputation and government sanctions and could have a material adverse effect on our results of operations.Contents

We are subject to extensive data privacy laws and regulations.

Laws and regulations related to consumer privacy, processing of personal data and use of digital tracking technologies have been proposed or enacted in the United States and certain international markets (including the European Union’s General Data Protection Regulation, or “GDPR” and the California Consumer Privacy Act, as amended by the California Privacy Rights Act, or “CCPA”). Further in the United States, both Congress and state legislatures, along with federal regulatory authorities, have continued to increase their attention on advertising and the collection and use of data, including personal data. The SEC has issued rules governing disclosures regarding cybersecurity incident response, governance and risk management. At the state level, consumer data privacy laws continue to be proposed and passed in a number of states across the country. As more privacy legislation continues to be introduced, the Company could be subject to such laws regardless of whether the Company has operations or a physical presence in the applicable state. In the United States, the Federal Trade Commission (the “FTC”) and other regulators continue to seek greater regulation of the collection and processing of personal data, as well as restrictions and requirements for certain targeted advertising practices. We are also subject to evolving privacy laws on data processing activities related to cookies and online marketing. In the European Union, regulators actively enforce privacy requirements related to online behavioral advertising.

We continue to face increasing costs of compliance in an uncertain regulatory environment and while we have taken steps to comply with data privacy laws, we cannot guarantee that our efforts will meet the evolving standards imposed by governmental and regulatory agencies, and any failure or perceived failure to comply with these legal requirements could result in regulatory inquiries and penalties, governmental investigations and proceedings, potential consumer, business partner, or securities litigation, damage to our reputation, or other legal liabilities, as well as divert management’s time and attention, all of which could have a material adverse effect on our business and results of operations. Also, any such laws may also have potentially conflicting requirements that would make compliance challenging, as well as potentially resulting in further uncertainty and requiring the Company to incur additional costs and expenses in an effort to comply. Furthermore, these laws and regulations may impact our ability to collect and commercialize data, as well as the efficacy and profitability of certain digital marketing and analytics services we provide to clients, making it difficult to achieve our clients’ goals. These and other related factors could affect our business and reduce demand for certain of our services, which could have a material adverse effect on our results of operations and financial condition.

Our business operations could suffer if we fail to adequately protect and enforce our intellectual property and other proprietary rights.

We rely on trademark, patent, copyright, trade secret and other intellectual property laws, as well as contractual provisions such as confidentiality clauses, to establish and protect our intellectual property and other proprietary rights, and our proprietary technologies. We cannot be sure that the actions we have taken to establish and protect our trademarks and other intellectual property rights will adequately protect us, and if our existing intellectual property rights are rendered invalid or unenforceable, or narrowed in scope, the intellectual property protections afforded our Brands, products and services would be impaired. Such impairment could impede our ability to market our products and services, negatively affect our competitive position, and harm our business and operating results. Even if we successfully maintain our intellectual property rights, we may be unable to enforce those rights against third parties.

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We also rely on patents to protect our products, services and designs. We have applied for, and expect to continue to apply for, additional patent protection for proprietary aspects of existing and proposed processes, services and products. Our patent applications may not result in issued patents, and any patents issued as a result of our patent applications may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Additionally, we seek to maintain the confidentiality of certain trade secrets and other proprietary information to preserve our position in the market. We employ various methods to protect such intellectual property, such as entering into confidentiality agreements with certain third parties and our employees, and controlling access to, and distribution of, our proprietary information. However, our efforts may not be effective in controlling access to our proprietary information, and we may not have adequate remedies for the misappropriation of such information.

As we expand our service offerings and the geographic scope of our sales and marketing, we may face additional intellectual property challenges. Certain foreign countries do not protect intellectual property rights as fully as they are protected in the United States and, accordingly, intellectual property protection may be limited or unavailable in some foreign countries where we choose to do business. It may therefore be more difficult for us to successfully challenge the use of our intellectual property rights by other parties in these countries, which could diminish the value of our Brands, products or services and cause our competitive position and growth to suffer. The lack of adequate legal protections of intellectual property or failure of legal remedies for related actions in jurisdictions outside of the United States could have an adverse effect on our business, results of operations, and financial condition.

We may be subject to intellectual property infringement or misappropriation claims.

We may in the future be the subject of patent or other litigation. Our products and services, including products and services that we may develop in the future, may infringe, or third parties may claim that they infringe, intellectual property rights covered by patents or patent applications under which we do not hold licenses or other rights. Third parties may own or control these patents and patent applications in the United States and abroad. These third parties could bring claims against us that would cause us to incur substantial expenses and, if successfully asserted against us, could cause us to pay substantial damages. Further, if a patent infringement or other intellectual property-related lawsuit were brought against us, we could be forced to stop or delay production or sales of the product that is the subject of the suit. From time to time, we may receive letters from third parties drawing our attention to their patent rights. While we take steps to ensure that we do not infringe upon, misappropriate or otherwise violate the rights of others, there may be other more pertinent rights of which we are currently unaware. The defense and prosecution of intellectual property lawsuits could result in substantial expense to us. An adverse determination of any litigation or interference proceeding to which we may become a party could subject us to significant liabilities. As a result of patent infringement claims, or in order to avoid potential claims, we may choose or be required to seek a license from the third party and be required to pay significant license fees, royalties or both. Licenses may not be available on commercially reasonable terms, or at all, in which event our business would be materially and adversely affected. Even if we were able to obtain a license, the rights may be nonexclusive, which could result in our competitors gaining access to the same intellectual property. Ultimately, if we are unable to obtain such licenses, we could be forced to cease some aspects of our business operations, which could harm our business significantly.

Our products and services use open-source software.

Some of our solutions use software made available under open-source licenses, and we expect to continue to incorporate open-source software in our solutions in the future. Open-source software is typically freely available. While this may reduce development costs and speed up the development process, it may also present certain risks that may be greater than those associated with the use of third-party commercial software. For example, open-source software is generally provided without any warranties or other contractual protections regarding infringement or the quality of the code, including the existence of security vulnerabilities. We cannot guarantee we comply with all obligations under these licenses. If the owner of the copyright in the relevant open source software were to allege that we had not complied with the conditions of one or more open source licenses, we could be required to incur significant expenses defending against such allegations and could be subject to the payment of damages, enjoined from further use of the software, required to comply with conditions of the license (which may include releasing the source code of our proprietary software to third parties without charge), or forced to devote additional resources to re-engineer all or a portion of our solutions to avoid using the open source software. Any of these events could create liability for us, damage our reputation, and have an adverse effect on our business, result of operations, financial condition and prospects.

We rely on our management and if they were to leave our company our business plan could be adversely affected.

We are largely dependent upon the personal efforts and abilities of our existing management, currently consisting primarily of Claude Zdanow (Chief Executive Officer and sole member of the Board of Directors), Chris Becker (President), Patricia Kaelin (Chief Financial Officer) and Sam Mendez (Chief of Staff), who play an active role in our operations. Moving forward, should the services of Mr. Zdanow, Mr. Becker, Ms. Kaelin or Ms. Mendez be lost for any reason, the Company will incur costs associated with recruiting replacements and any potential delays in operations which this may cause. If we are unable to replace such individual with a suitably trained alternative individual(s), we may be forced to scale back or curtail our business plan.

We do not currently maintain key person life insurance policies on our executive officers. If our executive officer does not devote sufficient time towards our business, we may never be able to effectuate our business plan.

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Our business is dependent on our ability to keep our supply of skills and resources in balance with client demand.

Employees, including creative, ~~research and data acquisition~~technology, ~~analytics and~~ data science, media, ~~technology~~and ~~development, content development,~~ account ~~and practice group~~ specialists, and their skills and relationships with clients, are among our most important assets. Our ~~success is dependent, in large part, on our~~ ability to ~~keep~~serve our ~~supply~~clients ~~of marketing services skills~~ and ~~capabilities~~grow inour ~~balance~~business ~~with~~depends ~~client~~on ~~demand around the world and~~ our ability to attract, ~~retain~~develop, and ~~motivate~~retain ~~personnel~~talented with the knowledge and skills to lead our business and serve clients globally, respond quickly to rapid and ongoing changes in demand and the macroeconomic environment, and continuously innovate to grow our businesspeople. ~~There~~Competition ~~is competition~~ for ~~scarce~~qualified ~~talent~~personnel ~~with~~is ~~market-leading skills and capabilities in new technologies~~intense, and ~~our competitors have directly targeted our employees with such skills and will likely continue to do so. At certain times and in certain geographies,~~ we ~~have found and~~ may continue to find it difficult to hire and retain a sufficient number of employees with the skills or backgrounds to meet current and/or future demand in a cost-effective manner. In these cases, we might need to redeploy existing personnel or increase our reliance on subcontractors to fill our labor needs, and if not ~~done effectively, our profitability could~~ be ~~negatively~~able ~~impacted. Additionally, we may be unable~~ to ~~hire~~attract and retain ~~people with~~ the ~~skills~~skilled ~~necessary~~employees ~~to meet the increasing client demand, and~~ we have in the past experienced and may continue to experience wage inflation and other increases to compensation expense, which puts upward pressure on our costs and may adversely affect our profitability if we are unable to recover these increased costsneed.

We are particularly dependent on retaining management and leadership of our subsidiaries with critical capabilities. Our ability to expand depends, in large part, on our ability to attract, develop, retain and integrate both leaders for the local business and people with critical capabilities. If we are not successful in these initiatives, our business, results of operations, financial condition and prospects could be adversely affected.

Adverse macro-economic conditions, including inflation and high interest rates could adversely impact our operating results.

Heightened levels of inflation and the potential worsening of macro-economic conditions, including slower growth or recession, changes to fiscal and monetary policy, tighter credit, higher interest rates and currency fluctuations, present a risk for us and the stability of our industry. If inflation and interest rates remain at current levels for an extended period, or increase even further, and we are unable to successfully mitigate the impact, our costs are likely to increase, resulting in pressure on our profits, margins and cash flows, and we expect continued and/or further declines in demand for pool construction services. Any of the above may have a material adverse effect on our results of operations and the value of our securities.

Our operating results may fluctuate due to factors that are difficult to forecast and not within our control.

Our past operating results may not be accurate indicators of future performance~~, and you should not rely on such results to predict our future performance~~. Our operating results have fluctuated ~~significantly~~ in the past, and could fluctuate in the future. ~~Factors~~due ~~that~~to ~~may~~factors ~~contribute~~including our ability to ~~fluctuations~~manage ~~include:~~working capital, generate demand in targeted markets, satisfy client demands cost-effectively, and adjust costs for changes in demand.

·Our ~~our~~Chief ~~ability~~Executive toOfficer ~~effectively~~controls manage our working capital; · our ability to generate increased demand in our targeted markets, particularly those in which we have limited experience; · global epidemics and pandemics and the U.S.’s responses thereto; · our ability to satisfy consumer demands in a ~~timely~~majority ~~and cost-effective manner; · pricing and availability~~ of ~~labor; · increases in inflation and interest rates; · declines in local, U.S. and global economic activities, including potential recessions; and ·~~ our ~~inability~~voting ~~to adjust certain fixed costs and expenses for changes in demand and the timing and significance of expenditures that may be incurred to facilitate our growth~~securities.

16Our ~~Table~~Chief Executive Officer, Claude Zdanow, beneficially owns a significant percentage of ~~Contents~~the issued and outstanding shares of our common stock and also holds all 1,000 outstanding shares of Series A Preferred Stock, which carry super-majority voting rights. As a result, Mr. Zdanow has the ability to influence matters affecting stockholders, including the election of directors and the approval of significant corporate transactions. While the Company expanded its Board during 2025 with the addition of independent directors, Mr. Zdanow’s voting control remains significant and could discourage potential acquisition proposals and delay or prevent a change of control. In addition, on August 31, 2025, Mr. Zdanow began serving as the principal financial officer of the Company as well.

~~Our~~We ~~executive~~have ~~officer~~in ~~controls~~the apast ~~majority~~and ofmay ~~our~~in ~~voting~~the ~~securities~~future ~~and~~identify ~~therefore~~material heweaknesses ~~has~~in ~~the~~our ~~ability~~internal tocontrols ~~influence~~over ~~matters~~financial ~~affecting our stockholders~~reporting.

~~Our~~If ~~Chief~~we ~~Executive~~identify ~~Officer~~one ~~and~~or ~~sole~~more ~~director,~~material ~~Claude~~weaknesses ~~Zdanow,~~in ~~beneficially owns approximately 67.57% of the issued and outstanding shares of~~ our ~~common~~internal ~~stock~~control ~~and~~over ~~also~~financial ~~holds all 1~~reporting,~~000~~ ~~outstanding~~we ~~shares~~will ~~of Series A Preferred Stock which have super majority voting rights, as described in greater detail under “We have established preferred stock which can~~ be ~~designated~~unable byto ~~the~~assert ~~Company’s~~that ~~Board~~our ofinternal ~~Directors~~controls ~~without~~are ~~stockholder~~effective. ~~approval~~If ~~and~~we ~~the~~cannot ~~board~~assert ~~has~~that ~~established~~our ~~Series~~internal Acontrols ~~Preferred Stock, which gives the holder thereof majority voting power~~ over ~~the~~financial ~~Company”,~~reporting ~~below.~~are ~~As a result~~effective, heor ~~controls~~if ~~approximately~~our ~~91.2%~~independent ofregistered ~~the~~public ~~stockholder~~accounting ~~vote~~firm ~~and~~were ~~has the ability~~ to ~~influence~~report ~~matters~~a ~~affecting~~material ~~our~~weakness, ~~stockholders~~we ~~and~~could ~~will~~lose ~~therefore~~investor ~~exercise~~confidence ~~control~~ in ~~determining~~ the ~~outcome~~accuracy ofand ~~all~~completeness ~~corporate transactions or other matters, including the election~~ of ~~directors,~~our ~~mergers,~~financial ~~consolidations~~statements, ~~the~~which ~~sale~~could ofmaterially ~~all~~adversely oraffect ~~substantially all of~~ our ~~assets,~~business. ~~and~~Our ~~also~~internal ~~the~~controls ~~power~~may tonot prevent or ~~cause~~detect amisstatements ~~change~~due into ~~control.~~inherent ~~Any~~limitations, ~~investor who purchases shares will be a minority stockholder~~ and aseven ~~such~~effective ~~will~~controls ~~have~~provide ~~little~~only toreasonable noassurance ~~say~~regarding in the ~~direction~~preparation ~~of the Company~~ and ~~the~~fair ~~election~~presentation of ~~directors. Additionally, it will be difficult if not impossible for investors to remove~~ our ~~current~~financial ~~director, which will mean he will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors (currently consisting solely of Mr~~statements. ~~Zdanow).~~Failure Asto amaintain ~~potential~~adequate ~~investor~~internal ~~in the Company~~controls, ~~you~~implement ~~should~~required ~~keep~~new ~~in mind that even if you own shares of the Company’s common stock and wish to vote them at annual~~ or ~~special~~improved ~~stockholder meetings, your shares will likely have little effect on the outcome of corporate decisions. Because Mr. Zdanow~~ controls ~~the vote on all stockholder matters~~, ~~investors~~or ~~may~~difficulties ~~find~~in ittheir ~~difficult~~implementation tocould ~~replace~~harm our ~~management if they disagree with the way our~~ business isand ~~being~~operating ~~operated.~~results ~~Additionally,~~and ~~the~~prevent ~~interests~~us ~~of Mr. Zdanow may differ~~ from ~~the~~meeting ~~interests~~our offinancial ~~the~~reporting ~~other stockholders and thus result in corporate decisions that are adverse to other stockholders~~obligations.

~~Our~~We ~~Chief~~identified ~~Executive~~material ~~Officer~~weaknesses in our internal control over financial reporting as of December 31, 2025. In particular, we failed to maintain (i) an effective control environment due to limited accounting personnel and ~~director~~insufficient ~~lacks~~segregation ~~experience~~of induties across key financial reporting processes and ~~with~~(ii) ~~publicly-traded~~effective ~~companies~~controls over our financial reporting process, including controls over the preparation and review of financial statements, technical accounting analyses, reconciliations, and SEC reporting disclosures. For further discussion of the material weaknesses identified, see Part II, Item 9A, “Controls and Procedures.”

~~While~~Risks weRelated rely heavily on Claude Zdanow, our Chief Executive Officer and sole director. Mr. Zdanow has no experience serving as an officer or director of a publicly-traded company, or experience with the reporting requirements which public companies are subject to, ~~other~~Our ~~than~~Common in his role as an officer and director of the Company. Additionally, Mr. Zdanow had little to no significant experience with the financial accounting and preparation requirements of financial statements which we are required to file on a quarterly and annual basis under the Exchange Act prior to his service with the Company. Consequently, our operations, earnings and ultimate financial success could suffer irreparable harm due to our executive’s ultimate lack of experience with publicly-traded companies in general and especially in connection with his lack of experience with the financial accounting and preparation requirements of the Exchange Act.Stock

Our operations may be adversely affected by global epidemics, pandemics and similar health issues.

Health pandemics or epidemics, such as the COVID-19 pandemic, have in the past and could again in the future result in quarantines, stay-at-home orders, remote work policies or other similar events that may disrupt businesses, delay our research and development programs and timelines, negatively impact productivity and increase risks associated with cybersecurity, the future magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations. Economic conditions and business activity may be negatively impacted and may not recover as quickly as anticipated. The effects of epidemics and pandemic are highly uncertain and subject to change. If we are not able to respond to and manage the impact of such events effectively, our business, operating results, financial condition and cash flows could be adversely affected.

Our legacy swimming pool and home construction business may continue to expose us to risks.

While we consider the swimming pool and home construction services offered by Reliant Holdings, Inc. to be a non-core business segment and to not be integral to the Company’s principal business strategy, we may continue to be subject to liabilities associated with these businesses. Despite our deprioritization of the legacy swimming pool and home construction services business, we may continue to be subject to liabilities related to that business. In particular, we will continue to be subject to factors outside of our control that impact sales of pools, including general economic conditions, disposable income levels, consumer confidence and access to credit. We will also continue to be subject to liability claims in respect of the Reliant Holdings, Inc. swimming pool and home construction services business.

We face corporate governance risks and negative perceptions of investors associated with the fact that we currently have only one director, who is not independent.

Currently, Mr. Zdanow, our Chief Executive Officer, serves as our sole director. As such, Mr. Zdanow can, among other things, declare himself discretionary bonuses, and determine his own compensation level. As such, Mr. Zdanow has significant control over our business direction. Additionally, there are no independent members of the Board of Directors available to second and/or approve related party transactions involving Mr. Zdanow, including the compensation paid to Mr. Zdanow, and any future employment agreements we enter into with such individual. Therefore, investors may perceive that because no other directors are approving related party transactions involving Mr. Zdanow, that such transactions are not fair to the Company. The price of our common stock may be adversely affected and/or devalued compared to similarly sized companies with multiple unrelated and independent officers and directors due to the investing public’s perception of limitations facing our Company due to the above.

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We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements, a failure to meet our reporting and financial obligations, loss of revenue and theft, and such failure to maintain ineffective controls and procedures has already resulted in, and may in the future result in, a non-approved transaction, which could have a material adverse effect on our financial condition and the trading price of our common stock.

Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. As reported under “Item 4. Controls and Procedures”, as of December 31, 2024, our Chief Executive Officer has determined that our disclosure controls and procedures were not effective. Separately, as of December 31, 2024, management has identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We determined that we had a material weakness because, due to our small size, and our limited number of personnel, and because we did not have in place an effective internal control environment with formal processes and procedures, to allow for a detailed review of accounting transactions that would identify errors in a timely manner. Separately, the Company did not implement appropriate approval requirements for non-routine transactions.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

The Company has in the past, and may in the future, be subject to non-routine transactions that were not pre-approved by management. Such transactions may result in material losses, unrecoverable payments, significant decreases in assets and working capital, and ultimately result in a material adverse effect on the Company, its operations and results, any of which may cause the value of the Company’s securities to decline in value or become worthless.

Maintaining effective disclosure controls and procedures and effective internal control over financial reporting are necessary for us to produce reliable financial statements and the Company is committed to remediating its material weaknesses in such controls as promptly as possible. However, there can be no assurance as to when these material weaknesses will be remediated or that additional material weaknesses will not arise in the future. Any failure to remediate the material weaknesses, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a material adverse effect on our financial condition and the trading price of our common stock, and/or result in litigation against us or our management. In addition, even if we are successful in strengthening our controls and procedures, those controls and procedures may not be adequate to prevent or identify irregularities or facilitate the fair presentation of our financial statements or our periodic reports filed with the SEC.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York Stock Exchange and The Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or The Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

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Because we only have one director, who is not independent, we do not currently have an independent audit or compensation committee. As a result, our directors have the ability to, among other things, determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

Risks relating to our common stock:

Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.

We have no committed source of financing. Wherever possible, our Board ~~of Directors (currently consisting solely of Mr. Zdanow)~~ will attempt to use non-cash consideration to satisfy obligations. ~~In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock.~~ Our Board ofmay ~~Directors has authority, without action or vote of the stockholders, to~~ issue ~~all or part of the authorized but unissued~~ shares of common stock. Into ~~addition,~~settle ~~if a trading market develops for our common stock~~debts, wefund ~~may attempt to raise capital by selling shares of our common stock~~operations, ~~possibly~~and atcompensate aemployees ~~discount~~or ~~to market~~consultants. These ~~actions~~issuances ~~will~~would ~~result~~dilute ~~in dilution of~~ the ownership interests of existing stockholders, ~~may further dilute common stock book value,~~ and ~~that dilution~~ may bereduce ~~material.~~the ~~Such~~value ~~issuances may also serve to enhance existing management’s ability to maintain control~~ of ~~the~~previously ~~Company because the shares may be~~ issued ~~to parties or entities committed to supporting existing management~~shares.

There is currently a limited public market for our common stock, which is volatile, sporadic and an illiquid ~~market~~.

Although our common stock ~~was~~trades ~~approved for quotation~~ on the ~~OTC~~OTCQB ~~Pink~~ Market maintained by OTC Markets, into ~~January~~date ~~2020~~only ~~and~~a ~~trading~~limited number of ~~our~~shares ~~common~~have ~~stock~~been ~~has~~regularly ~~since~~traded. ~~moved~~There tocan ~~the~~be ~~OTCQB~~no ~~Market~~assurance ~~maintained~~that bya ~~OTC~~more ~~Markets,~~active totrading ~~date~~market ~~only~~will adevelop. ~~limited~~Even ~~number~~if ofa ~~shares~~more ofsignificant ~~our~~trading ~~common~~market ~~stock~~develops, ~~have~~we ~~traded~~cannot ~~and~~predict ahow ~~significant~~liquid that market ~~may~~might ~~not develop in the future~~become. IfFactors ~~for~~such ~~any~~as ~~reason~~quarterly avariations ~~more~~in ~~robust~~results, ~~public~~competitive ~~trading~~announcements, ~~market~~commencement ~~does~~of ~~not develop~~litigation, ~~stockholders~~and ~~may~~general ~~have~~market ~~difficulty~~conditions ~~selling~~could ~~their~~cause ~~shares~~wide offluctuations ~~common~~in ~~stock~~the ~~should~~trading ~~they~~price ~~desire~~of toour docommon sostock.

~~Even~~We ifhave anot ~~more~~paid ~~significant trading market develops, we cannot predict how liquid that market might become. The trading price of our common stock, if~~ any, incash ~~the~~dividends ~~future, is likely to be highly volatile~~ and ~~could~~have beno ~~subject~~plans to ~~wide~~issue ~~fluctuations~~cash individends ~~price~~ in ~~response~~the ~~to various factors, some of which are beyond our control~~future.

~~These~~We ~~factors~~have ~~include:~~not paid any cash dividends on our common stock to date and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that all earnings, if any, will be retained to finance our operations.

·11 ~~Quarterly~~Table ~~variations in our results~~ of operations or those of our competitors; · Announcements by us or our competitors; · Disruption to our operations; · Commencement of, or our involvement in, litigation; · Any major change in our board or management; · Changes in governmental regulations or in the status of our regulatory approvals; and · General market conditions and other factors, including factors unrelated to our own operating performance.Contents

19Our ~~Table~~common ofstock ~~Contents~~is considered a penny stock under SEC rules.

InOur ~~addition,~~common ~~the~~ stock ~~market~~is ina ~~general~~penny ~~has~~stock ~~experienced~~under ~~extreme~~applicable ~~price~~SEC ~~and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such public companies~~rules. ~~Such~~Unless ~~fluctuations~~we ~~may~~maintain bea ~~even~~per-share ~~more~~price ~~pronounced~~above ~~in the future~~$5.00 ~~These~~or ~~broad~~obtain ~~market~~a ~~and~~listing ~~industry~~on ~~factors~~a ~~may~~national ~~seriously~~securities ~~harm~~exchange, ~~the~~transactions ~~market~~in ~~price of~~ our common stock, ~~regardless~~are ofsubject ~~our~~to ~~actual~~additional ~~operating~~requirements ~~performance.~~that Inmay ~~addition,~~reduce in the ~~past,~~level ~~following periods~~ of ~~volatility~~trading inactivity ~~the overall market~~ and ~~the~~make ~~market~~it ~~price~~more ofdifficult afor ~~company’s~~investors ~~securities,~~to ~~securities~~sell ~~class~~their ~~action litigation has often been instituted against these companies~~shares. ~~This type of litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.~~

WeThere also currently have a volatile, sporadic and illiquid market for our common stock, which is subject to wide fluctuations in response to several factors, including those discussed above. Our stock price may ~~also~~not be ~~impacted~~sufficient byliquidity ~~factors~~in that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, global epidemics or pandemics, interest rates or international currency fluctuations may adversely affect the market ~~price~~for ~~and liquidity of~~ our ~~common stock~~securities.

WeThe ~~have~~market ~~not~~price ~~paid~~of ~~any~~our ~~cash~~common ~~dividends~~stock inhas ~~the~~been, ~~past~~ and ~~have~~is nolikely ~~plans~~to continue to ~~issue~~be, ~~cash~~highly ~~dividends~~volatile. inThere ~~the~~have ~~future~~been, ~~which~~and ~~could~~may ~~cause~~be, ~~the~~periods ~~value~~ of minimal or nonexistent trading activity in our shares. Investors who purchase our common stock tomay have adifficulty ~~lower~~selling ~~value~~their ~~than~~shares ~~other~~at ~~similar~~a ~~companies~~price ~~which~~that dois ~~pay~~attractive ~~cash~~or ~~dividends~~at all.

WeRisks ~~have~~Related ~~not paid any cash dividends on our common stock~~ to ~~date~~Our ~~and~~Governing doDocuments ~~not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results~~ and ~~capital~~Nevada needs of the business, it is anticipated that any earnings will be retained to finance our future expansion. As we have no plans to issue cash dividends in the future, our common stock could be less desirable to other investors and as a result, the value of our common stock may decline, or fail to reach the valuations of other similarly situated companies who have historically paid cash dividends in the past.Law

Our common stock is considered a “penny stock” under SEC rules and it may be more difficult to resell securities classified as “penny stock.”

Our common stock is a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we maintain a per-share price above $5.00 (or obtain a listing on a national securities exchange), our common stock will continue to be a “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

· If a “penny stock” is sold to the investor in violation of the requirements listed above, or other Federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment. · If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

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These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due to, among other reasons, the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock will not be classified as a “penny stock” in the future.

There may not be sufficient liquidity in the market for our securities in order for investors to sell their shares. The market price of our comment stock has been, and may continue to be, volatile.

The market price of our common stock has been, and is likely to continue to be, highly volatile, as is the stock market in general. Some of the factors that may materially affect the market price of our common stock are beyond our control, such as conditions or trends in the industry in which we operate or sales of our common stock. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk‑averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable.

As a consequence, there have been, and may be, periods of several days or more when trading activity in our shares is minimal or non‑existent, as compared to a mature issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. It is possible that a broader or more active public trading market for our common stock will not develop or be sustained, or that trading levels will not continue. These factors have, and may in the future, materially adversely affect the market price of our common stock, regardless of our performance. In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

Sales of our common stock could reduce the price of our stock.

As of the date of this Report, we have 36,002,035 shares of our common stock held by non-affiliates and 75,000,000 shares held by affiliates which Rule 144 of the Securities Act defines as “restricted securities.” All of the restricted shares outstanding are available for sale under Rule 144, although shares held by affiliates are subject to restrictions relating to the amount that may be sold in any 90-day period and manner in which such sales may be made, among other limitations. In addition, shares of preferred stock that are convertible into approximately 295,223,892 shares of our common stock are outstanding. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

We have established preferred stock which can be designated by the Company’s Board of Directors without stockholder approval and the board has established Series A Preferred Stock, which gives the holder thereof majority voting power over the Company.

We have authorized capital stock consisting of 450,000,000 shares of common stock, $0.001 par value per share and 5,000,000 shares of preferred stock, $0.001 par value per share. As of the date of this Report, we have 111,002,035 shares of common stock issued and outstanding, 1,000 shares of Series A Preferred Stock designated and issued and outstanding, 9,000 shares of Series B Preferred Stock designated and issued and outstanding and 6,570 shares of Series C Preferred Stock designated and issued and outstanding. The shares of preferred stock of the Company may be issued from time to time in one or more series, each of which shall have a distinctive designation or title as shall be determined by the board of directors of the Company (currently consisting solely of Mr. Zdanow) prior to the issuance of any shares thereof. The preferred stock may have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted by the board of directors. The Series A Preferred Stock has the right, voting in aggregate, to vote on all stockholder matters equal to fifty-one percent (51%) of the total vote (the “Super Majority Voting Rights”). For example, if there are 1,000,0000 shares of the Company’s common stock issued and outstanding at the time of a stockholder vote, the holders of Series A Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 510,000 shares, out of a total number of 1,000,000 shares voting. A total 1,000 shares of Series A Preferred Stock are currently outstanding and held by Mr. Zdanow, our sole director, providing him sole voting rights over the Company.

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Mr. Zdanow’s ownership and control over the Company, due to his ownership of the Series A Preferred Stock, is non-dilutive and as such, he will continue to control the stockholder vote on all stockholder matters, regardless of the number of shares of common stock outstanding or the ownership of common stock by any other holders of the Company’s common stock.

Because the board of directors is able to designate the powers and preferences of the preferred stock without the vote of a majority of the Company’s stockholders, stockholders of the Company will have no control over what designations and preferences the Company’s preferred stock will have. Investors should keep in mind that the Board of Directors has the authority to issue additional shares of common stock and preferred stock, which could cause substantial dilution to our existing stockholders. Additionally, the dilutive effect of any preferred stock, which we may issue may be exacerbated given the fact that such preferred stock may have super majority voting rights (similar to the Series A Preferred Stock) and/or other rights or preferences which could provide the preferred stockholders with voting control over us subsequent to such offering and/or give those holders the power to prevent or cause a change in control. As a result, the issuance of shares of common stock and/or preferred stock may cause the value of our securities to decrease and/or become worthless.

Risks related to our governing documents and Nevada law:

Our Articles of Incorporation and Bylaws limit the liability of, and provide indemnification for, our officers and directors.

Our Articles of Incorporation and Bylaws, as amended, generally limit our officers’ and directors’ personal liability to the Company and its stockholders for breach of fiduciary duty ~~as an officer or director~~ except for ~~breach~~certain ofspecified ~~the duty of loyalty or acts or omissions not made in good faith, or which involve intentional misconduct or a knowing violation of law~~matters. ~~Our~~These ~~Articles~~provisions ofcould ~~Incorporation,~~result and Bylaws, each as amended and restated, provide indemnification for our officers and directors to the fullest extent authorized by the Nevada Revised Statutes against all expenses, liability, and loss, including attorneys’ fees, judgments, fines excise taxes or penalties and amounts to be paid in ~~settlement~~substantial ~~reasonably~~expenditures ~~incurred or suffered~~ by ~~an officer or director in connection with any action, suit or proceeding, whether civil or criminal, administrative or investigative (hereinafter a “Proceeding”) to which~~ the ~~officer or director is made a party or is threatened to be made a party, or in which the officer or director is involved by reason of the fact that he is or was an officer or director of the~~ Company, orand is or was serving at the request of the Company as an officer or director of another corporation or of a partnership, joint venture, trust or other enterprise whether the basis of the Proceeding is an alleged action in an official capacity as an officer or director, or in any other capacity while serving as an officer or director. Thus, the Company may bediscourage ~~prevented~~lawsuits ~~from~~against ~~recovering damages for certain alleged errors or omissions by the officers and~~ directors for liabilities incurred in connection with their good faith acts for the Company. Such an indemnification payment might deplete the Company’s assets. Stockholders who have questions regarding the fiduciary obligations of the officers and ~~directors of the Company should consult with independent legal counsel~~officers. It is the position of the Securities and Exchange Commission that exculpation from and indemnification for liabilities arising under the Securities Act, and the rules and regulations thereunder is against public policy and therefore unenforceable.

~~The~~Anti-takeover ~~foregoing~~provisions ~~indemnification obligations could result~~ in ~~us incurring substantial expenditures to cover the cost of settlement or damage awards against~~ our ~~directors~~governing ~~and~~documents ~~officers, which the Company may be unable to recoup. These provisions~~ and ~~resultant~~Nevada ~~costs~~law ~~may~~might ~~also~~ discourage, usdelay ~~from~~or ~~bringing~~prevent a ~~lawsuit~~change ~~against~~in our directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers, even though such actions, if successful, might otherwise benefit us and our stockholderscontrol.

22Our ~~Table~~Articles of ~~Contents~~Incorporation, Bylaws, and Nevada law contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. Any provision that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares.

~~Our~~We ~~Articles~~incur ofongoing ~~Incorporation~~costs ~~contain a specific provision that limits the liability of our directors~~ and ~~officers~~expenses for ~~monetary~~SEC ~~damages~~reporting ~~to the Company~~ and ~~the Company’s stockholders to the fullest extent permitted by Nevada law and requires us, under certain circumstances, to indemnify officers, directors and employees~~compliance.

~~The~~In ~~limitation~~order offor ~~monetary~~us ~~liability~~to ~~against~~remain in compliance with our ~~directors~~reporting requirements, ~~officers~~we ~~and~~may ~~employees~~require ~~under~~additional ~~Nevada~~capital ~~law~~ and/or future revenues to cover the ~~existence~~cost of ~~indemnification~~these ~~rights~~filings. toIf ~~them~~we ~~may~~are ~~result~~unable into ~~substantial~~meet ~~expenditures~~these bycosts usthrough ~~and~~our operations, we may ~~discourage~~not ~~lawsuits~~be ~~against~~able ~~our~~to ~~directors~~remain in compliance, ~~officers~~which ~~and~~could ~~employees~~adversely affect investors’ ability to resell their shares.

Anti-takeover provisions in our Articles of Incorporation, as amended and our Bylaws, as well as provisions of Nevada law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Our Articles of Incorporation, as amended and Bylaws and Nevada law contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent or delay attempts by our stockholders to replace or remove our management. Our corporate governance documents include the following provisions:

· the removal of directors only with the approval of stockholders holding at least two-thirds of the voting power of the issued and outstanding stock entitled to vote in the election of directors; · requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our Board of Directors; · authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock; and · limiting the liability of, and providing indemnification to, our directors and officers.

Any provision of our Articles of Incorporation, as amended or Bylaws or Nevada law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

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· the difficulty of integrating acquired products, services or operations; · the potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies; · difficulties in maintaining uniform standards, controls, procedures and policies; · the potential impairment of relationships with employees and customers as a result of any integration of new management personnel; · the potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products to new and existing customers; · the effect of any government regulations which relate to the business acquired; · potential unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition or modify the marketing and sales of acquired products or operations, or the defense of any litigation, whether or not successful, resulting from actions of the acquired company prior to our acquisition; and · potential expenses under the labor, environmental and other laws of various jurisdictions.

Our business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with an acquisition, many of which cannot be presently identified. These risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses, and adversely affect our results of operations.

We incur ongoing costs and expenses for SEC reporting and compliance and without sufficient revenues we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

In order for us to remain in compliance with our on-going reporting requirements, we may require additional capital and/or future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources or require us to obtain additional capital through the sale of equity or debt. If we are unable to further capitalize the Company or generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all. There are ongoing costs and expenses for SEC reporting, including the general booking and accounting costs for the preparation of the financial quarterly (Form 10-Qs) and annual filings (Form 10-Ks), and auditor’s fees. Further, there are processing costs in preparing and converting documents and disclosures through the EDGAR filing system, including certain costs for the XBRL that are required as part of the EDGAR filing. We estimate that these costs could result in more than $100,000 per year of ongoing costs.

We may experience adverse impacts on our reported results of operations as a result of adopting new accounting standards or interpretations.

Our implementation of and compliance with changes in accounting rules, including new accounting rules and interpretations, could adversely affect our reported financial position or operating results or cause unanticipated fluctuations in our reported operating results in future periods.

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If persons engage in short sales of our common stock, the price of our common stock may decline.

Selling short is a technique used by a stockholder to take advantage of an anticipated decline in the price of a security. In addition, holders of options and warrants will sometimes sell short knowing they can, in effect, cover through the exercise of an option or warrant, thus locking in a profit. A significant number of short sales or a large volume of other sales within a relatively short period of time can create downward pressure on the market price of a security. Stockholders could, therefore, experience a decline in the value of their investment as a result of short sales of our common stock.

Our insurance may not provide adequate levels of coverage against claims.

We maintain insurance that we believe is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. ~~Moreover,~~Any ~~any~~ loss incurred could ~~exceed~~have ~~policy~~a ~~limits~~material ~~and~~adverse ~~policy~~effect ~~payments made to us may not be made~~ on ~~a timely basis. Such losses could adversely affect~~ our business ~~prospects, results of operations, cash flows and financial condition~~.

Increasing attention to environmental, social, and governance (ESG) matters may impact our business.

Increasing attention to ESG matters, including those related to climate change and sustainability, increasing societal, investor and legislative pressure on companies to address ESG matters, may result in increased costs, reduced profits, increased investigations and litigation or threats thereof, negative impacts on our stock price and access to capital markets, and damage to our reputation. In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters, including climate change and climate-related risks. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and investment community divestment initiatives, among other actions, may lead to negative investor sentiment toward the Company and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital. Additionally, evolving expectations on various ESG matters, including biodiversity, waste and water, may increase costs, require changes in how we operate and lead to negative stakeholder sentiment.

Climate change, climate change regulations and greenhouse gas effects may adversely impact our operations.

There is a growing political and scientific consensus that greenhouse gas (“GHG”) emissions continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate. We may become subject to legislation and regulation regarding climate change, and compliance with any new rules could be difficult and costly. Concerned parties, such as legislators and regulators, stockholders and nongovernmental organizations, as well as companies in many business sectors, are considering ways to reduce GHG emissions. Many states and countries have announced or adopted programs to stabilize and reduce GHG emissions and in the past federal legislation has been proposed in Congress. If such legislation is enacted, we could incur increased energy, environmental and other costs and capital expenditures to comply with the limitations. Unless and until legislation is enacted and its terms are known, we cannot reasonably or reliably estimate its impact on our financial condition, operating performance, or ability to compete. Climate change could have a material adverse effect on our financial condition, results of operations and cash flow.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

Item 1C. CYBERSECURITY.

Risk Management and Strategy

The Company’s cybersecurity environment is led by its Chief of Staff with input from the Chief Executive Officer and ~~sole director~~Board, who in addition to cybersecurity matters, oversees the Company’s IT infrastructure and is responsible for monitoring and managing the security of the Company'’s corporate network and enterprise systems, including technical controls, and safety protocols and responding to security threats.

The Company establishes safeguards for protecting the confidentiality, integrity, and availability of our data, technology, and information systems.

As of and for the year ended December 31, ~~2024~~2025, there have been no cybersecurity incidents that have materially affected the Company’s business strategy, results of operations, or financial condition.

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Governance; Board Oversight of Cybersecurity Risks

The Board is responsible for the oversight of cybersecurity risks facing the Company. The Company does not currently have a separately designated cybersecurity committee or a formal cybersecurity governance framework. The Company’s Chief Executive Officer is responsible for assessing and managing material cybersecurity risks and reports to the Board on cybersecurity matters as they arise. The Board is informed of cybersecurity incidents and developments on an as-needed basis. The Company relies on its technology team and third-party service providers to implement technical safeguards, monitor systems, and respond to cybersecurity threats. Management intends to evaluate the establishment of more formalized cybersecurity governance structures, policies, and reporting protocols.

ITEM 2. PROPERTIES

~~The Company leases approximately 1,010 square feet of office space in Austin, Texas at 12343 Haymeadow Dr~~None., Suite 3A. On March 28, 2022, the Company entered into a new lease agreement for the office space, which has a term of 24 months, through March 31, 2024, and a monthly rental cost of $1,515 for the period from April 1, 2022 to March 31, 2023 and $1,560 per month from April 1, 2023 to March 31, 2024, together with costs and expenses of approximately $725 per month for 2023. On March 13, 2024, the Company extended the office space lease from April 1, 2024, through November 30, 2025 for a rental rate of $2,320 per month from April 1, 2024 to March 31, 2025, and $2,400 per month from April 1, 2025, to November 30, 2025.

Lease expense was approximately $90,000 and $73,000 for the years ended December 31, 2024, and 2023, respectively.

ITEM 3. LEGAL PROCEEDINGS

~~Although~~From time to time, we may, ~~from~~become ~~time~~party to ~~time,~~litigation beor ~~involved~~other inlegal ~~litigation~~proceedings ~~and~~that ~~claims~~we ~~arising~~consider ~~out~~to ofbe ~~our~~a ~~operations~~part inof the ~~normal~~ordinary course of our business. Except as disclosed below, we are not currently ainvolved ~~party~~in to any ~~material~~ legal ~~proceeding.~~proceedings Inthat ~~addition,~~ we ~~are~~believe ~~not~~could ~~aware~~reasonably ofbe ~~any~~expected ~~material~~to ~~legal~~have ora ~~governmental~~material ~~proceedings~~adverse ~~against~~effect uson orour ~~contemplated~~business, toprospects, befinancial ~~brought~~condition ~~against~~or ~~us.~~results of operations.

Prior litigation and other matters which have since been settled, are described in, and incorporated by reference in, this “Item 3. Legal Proceedings” of this Annual Report on Form 10-K from, “Part II” - “Item 8. Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in “Note 76. Commitments and Contingencies”.

The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

~~Payroll~~Feinberg ~~tax~~Personal ~~liabilities~~Trust v. ONAR, LLC

~~For~~On ~~the~~November ~~year ended December 31~~7, ~~2023~~2025, ~~the~~Jeffrey ~~Company~~L. ~~did~~Feinberg ~~not~~Personal ~~remit~~Trust ~~federal~~(“Feinberg”) ~~income~~filed ~~tax,~~a ~~social~~complaint ~~security~~against ONAR, ~~Medicare~~LLC orin ~~local~~the ~~and~~Superior ~~state~~Court ~~income~~of ~~taxes~~the ~~which~~State ~~were~~of ~~withheld~~Delaware, ~~from~~Case ~~the~~No. ~~Company’s~~N25C-11-060 ~~employees payroll~~SPL. The ~~Company~~complaint ~~has~~alleges ~~estimated~~breach ~~and~~of ~~accrued~~contract ~~fines~~ and ~~penalties~~unjust ~~associated~~enrichment ~~with~~related ~~the~~to ~~amounts~~a ~~which~~Senior ~~have~~Secured ~~not~~Promissory ~~been~~Note ~~remitted~~originally ~~and~~issued ~~includes~~by ~~this~~Integrum ~~amount~~Group, inLLC ~~accrued expenses in~~ (the ~~accompanying~~Company’s ~~consolidated~~predecessor ~~balance~~entity) ~~sheets.~~dated AsMarch ~~of December 31~~18, 2024 ~~and 2023~~, in the ~~balance~~principal ~~due~~amount ~~was~~of $~~516~~1,~~807 and $462~~500,~~267,~~000 ~~respectively~~(the “Note”). ~~The~~ ~~Company’s~~Feinberg ~~tax~~alleges ~~representatives~~that ~~are~~the ~~engaged~~Note inmatured ~~active~~on ~~conversations~~March to18, ~~resolve~~2025, ~~this issue~~ and ~~settle~~that the amounts ~~owed~~due ~~via~~thereunder ahave ~~negotiated~~not ~~payment~~been ~~plan arrangement~~repaid.

~~Customer~~The ~~legal~~Company ~~dispute~~ has retained counsel and filed its Answer and Affirmative Defenses, vigorously denying the claims asserted and raising multiple affirmative defenses. Among other defenses, the Company has asserted that Feinberg failed to provide required notice of an Event of Default under the Note, that Feinberg frustrated the Company’s ability to comply with the terms of the Note by making disparaging and defamatory statements about the Company and its Chief Executive Officer to current and prospective investors, and that Feinberg is estopped from claiming the relief sought based on prior representations regarding the rollover of debt to equity in connection with the Company’s going-public transaction. The Company has also asserted that it previously issued shares of common stock to Feinberg pursuant to the Note’s terms and that Feinberg accepted and continues to hold such shares. The Company intends to vigorously defend itself against this action.

~~VMed~~13 ~~Services,~~Table ~~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 is in the discovery phase, and as such, the Company is unable to estimate the range of potential loss.Contents

Prior to the filing of the complaint, in October 2025, the Company, through counsel at Winston & Strawn LLP, sent a cease-and-desist letter to Feinberg’s counsel demanding that Feinberg immediately cease making false and defamatory statements about the Company and its officers to other shareholders and investors. The Company reserves its rights to pursue all available counterclaims and remedies in connection with this matter.

The litigation is in its early stages and discovery has not yet commenced. At this time, management does not believe the ultimate resolution of this matter will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Payroll Tax Liabilities

The Company’s tax representatives are engaged in active discussions with the relevant taxing authorities to resolve this matter and negotiate a structured payment plan arrangement. As of the date of this filing, no enforcement action has been initiated by any taxing authority in connection with these liabilities. Management believes it is possible that a portion of the accrued penalties and interest may be abated or forgiven through the negotiation process, consistent with established IRS and state tax authority relief programs available to qualifying taxpayers. The Company continues to work diligently toward a resolution and expects to finalize a payment arrangement during 2026.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

Market for Common Stock

Our common stock was approved for quotation on the OTC Pink Market maintained by OTC Markets under the symbol “RELT” on or around January 24, 2020, and trading of our common stock has since moved to the OTCQB Market maintained by OTC Markets. On February 3, 2025, the symbol was changed to “ONAR”. The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well as volume information.

The following table sets forth the range of high and low sales prices for our common stock for each of the periods indicated as reported by the OTCQB Market. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Due to the fact that trading in our common stock is extremely sporadic, with multiple trading days where no trading occurs, and limited, with many trading days trading less than 3,000 shares of common stock, we believe the high and low sales prices below should not be relied upon as a basis for determining the value of our common stock.

12 Month Period Ended December 31, 2024	High		Low
12 Month Period Ended December 31, 2025	High		Low
Quarter ended December 31, 2024	$	0.10	$	0.06
Quarter ended December 31, 2025	$	0.04	$	0.02
Quarter ended September 30, 2024		0.12		0.06
Quarter ended September 30, 2025	$	0.14	$	0.02
Quarter ended June 30, 2024		0.28		0.03
Quarter ended June 30, 2025	$	0.09	$	0.03
Quarter ended March 31, 2024		0.28		0.06
Quarter ended March 31, 2025	$	0.17	$	0.04

12 Month Period Ended December 31, 2023	High		Low
12 Month Period Ended December 31, 2024	High		Low
Quarter ended December 31, 2023	$	0.30	$	0.02
Quarter ended December 31, 2024	$	0.10	$	0.06
Quarter ended September 30, 2023		0.12		0.06
Quarter ended September 30, 2024	$	0.12	$	0.06
Quarter ended June 30, 2023		0.11		0.05
Quarter ended June 30, 2024	$	0.28	$	0.03
Quarter ended March 31, 2023		0.15		0.09
Quarter ended March 31, 2024	$	0.28	$	0.06

Holders

As of ~~April~~June 811, ~~2025~~2026, we had ~~111~~182,~~002~~178,~~035~~195 shares of common stock outstanding, held by 5848 stockholders of record, 1,000 shares of Series A Preferred Stock designated and issued and outstanding, held by one stockholder of record, 9,000 shares of Series B Preferred Stock designated and issued and outstanding, held by two stockholders of record and 6,570 shares of Series C Preferred Stock designated and issued and outstanding, held by three stockholders of record.

Dividends

To date, we have not declared or paid any dividends on our outstanding shares. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings to finance our operations and future growth, our Board ~~of Directors (currently consisting solely of Mr. Zdanow)~~ will have discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements and other factors, which our Board ~~of Directors~~ may deem relevant.

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There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

We would not be able to pay our debts as they become due in the usual course of business, or;

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

Recent Sales of Unregistered Securities

~~During~~There ~~the~~were ~~year~~no ~~ended~~unregistered ~~December~~sales ~~31, 2024, we issued $2,110,000~~ of ~~notes~~equity ~~payable. In~~securities ~~connection~~sold ~~with~~during the ~~issuance~~period ofcovered ~~the~~by ~~notes,~~this weAnnual ~~issued~~Report ~~6,205,882~~on ~~shares~~Form of10-K ~~our~~that ~~common~~were ~~stock~~not topreviously ~~the~~included ~~holders~~in ~~thereof~~a asQuarterly ~~bonus~~Report ~~shares. The~~on ~~notes~~Form ~~and~~10-Q ~~the~~or ~~shares~~in ~~of common stock were exempt from registration under Section 4(~~a~~)(2)~~ ofCurrent ~~the~~Report ~~Securities~~on ~~Act~~Form 8-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~Our ~~following~~Management’s ~~discussion~~Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the ~~Company’s~~Securities ~~historical~~Act ~~performance~~of 1933 and ~~financial~~Section ~~condition~~21E ~~should~~of bethe ~~read~~Securities ~~together~~Exchange ~~with~~Act ~~the~~of ~~consolidated~~1934). ~~financial~~Forward-looking statements are, by their very nature, uncertain and ~~related~~risky. ~~notes~~These risks and uncertainties include our ability to continue as a going concern; unfavorable economic conditions; changes in client demand; our ability to maintain our existing clients; our ability to develop new product offerings; our ability to deploy artificial intelligence (“~~Item~~AI”) 8.in ~~Financial~~our ~~Statements~~business and ~~Supplemental~~the ~~Data”~~development of ~~this~~AI ~~Report.~~by ~~This~~our ~~discussion~~competitors; ~~contains~~seasonal ~~forward-looking~~fluctuations ~~statements~~in ~~based~~marketing, onresearch, communications and advertising activity; the ~~views~~impact of future strategic transactions; our lack of a significant operating history; the need for additional funding, our ability to raise such funding, and ~~beliefs~~the ultimate terms thereof; the level of competition in the industries in which we compete; the security of our ~~management~~computer systems and our ability to securely store client data; the loss of key personnel or failure to attract, asintegrate ~~well~~and asretain ~~assumptions~~additional personnel; fluctuations in our operating results; corporate governance risks; the impacts of global epidemics, pandemics and ~~estimates~~similar ~~made~~health issues; material weaknesses in our internal controls; dilution to existing stockholders caused by the issuance of additional shares of our ~~management~~common stock; the lack of a significant market for our common stock, ~~see~~and ~~“Cautionary~~the ~~Statement~~volatile ~~Regarding~~nature ~~Forward-Looking~~thereof; ~~Information~~our failure to pay cash dividends; the status of our common stock as a “penny stock”.; ~~These~~lack ~~statements~~of byliquidity ~~their~~in ~~nature~~the ~~are~~market ~~subject~~for our stock; our blank check preferred stock and ability to ~~risks~~issue significant shares of common stock; costs and ~~uncertainties,~~expenses associated with being a public company; changes in client demand; and ~~are~~other ~~influenced~~risks bythat ~~various~~might be detailed from time to time in our filings with the SEC. Although the forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. AsConsequently, aand ~~consequence~~because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from ~~those~~the results and outcomes discussed in the forward-looking statements. ~~See~~You ~~“Item~~are ~~1A.~~urged ~~Risk~~to ~~Factors”~~carefully ofreview and consider the various disclosures made by us in this report ~~for~~and ~~the~~in ~~discussion~~our other reports as we attempt to advise interested parties of ~~risk~~the risks and factors that may affect our business, financial condition, and results of operations and prospects.

~~Summary~~The offollowing ~~The~~discussion ~~Information~~and ~~Contained~~analysis inof ~~Management’s~~financial ~~Discussion~~condition and ~~Analysis~~results of ~~Financial~~operations ~~Condition~~of the Company is based upon, and ~~Results~~should ofbe ~~Operations~~read in conjunction with, its audited financial statements and related notes elsewhere in this Form 10-K, which have been prepared in accordance with accounting principles generally accepted in the United States.

~~Our~~16 ~~Management’s~~Table ~~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:Contents

●Going 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 years ended December 31, 2024, and 2023. ● 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.Concern

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

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

ONAR currently operates through the following key business units:

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

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

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

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, and field marketing.

Divestitures and Legacy Asset Transitions

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

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

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

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

Plan of Operations

WeDuring ~~had working capital of $(4~~2025,~~033,419)~~ asthe ofCompany ~~December~~executed ~~31,~~a ~~2024.~~transition ~~With~~plan ~~our~~focused ~~current cash~~ on ~~hand,~~strengthening ~~expected~~its ~~revenues,~~balance ~~and based on our current average monthly expenses~~sheet, westreamlining ~~anticipate the need for additional funding in order to continue our~~ operations, ~~at their current levels~~ and topositioning ~~pay~~ONAR ~~the costs associated with being a public company~~ for ~~the~~scalable, ~~next~~sustainable ~~12 months~~growth. WeLooking ~~will~~ahead ~~require additional funding in the future~~ to expand or complete acquisitions and as of the date of this filing are in the process of finalizing the terms of further investment from existing and new investors to fund our business operations and our pending acquisition under letter of intent “LOI” as of February 172026, ~~2025. Our plan for the next twelve months is to continue using the same marketing and management strategies while also seeking to expand~~ our ~~operations organically or through acquisitions as funding and opportunities arise. We~~ plan ~~to raise additional required funding the sale~~ of ~~debt~~operations orcenters ~~equity, which may not be available~~ on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues and may require us reducing expenses to continue operating the ~~business.~~following priorities:

28Refinancing ~~Table~~and Capital Structure Optimization. A significant portion of ~~Contents~~the Company’s short-term debt was incurred to fund the closing of the Juice Labs acquisition and related integration activities. Management’s plan from inception of that financing was to refinance these short-term obligations into longer-term, more sustainable debt or equity aligned with the Company’s growth profile. In December 2025, the Company retired $311,000 in debt through voluntary equity conversion, reducing future interest expense and simplifying its capital structure. The Company continues to actively pursue refinancing of remaining near-term debt maturities into longer-term, lower-cost obligations.

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

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

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

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

While we do not currently have committed additional sources of capital, we are actively evaluating financing options, including potential equity raises, strategic debt facilities, and partnership opportunities. We expect these efforts, combined with ongoing cost discipline and debt restructuring initiatives, to extend our operating runway and fund our growth plan. If we are unable to access additional capital moving forward, it may limit our ability to grow and to generate future revenues.

Results of Operations

For the Year Ended December 31, ~~2024~~2025, Compared to the Year Ended December 31, ~~2023~~2024

We had revenue of $23,~~573~~179,~~386~~519 for the year ended December 31, ~~2024~~2025, compared to revenue of $21,~~802~~953,~~065~~491 for the year ended December 31, ~~2023~~2024, an ~~decrease~~increase of $~~228~~1,~~679~~226,028 or 863% from the prior period. Revenues ~~declined~~increased primarily due to our acquisition of JUICE coupled with changes in the Company’s customer mix and an emphasis on higher margin customers, which was partially offset by ~~our~~the ~~acquisition~~reclassification of the revenues of Reliant Pools ~~during~~within ~~the~~discontinued ~~period~~operations.

We had cost of goods sold of $23,~~613~~031,~~942~~807 for the year ended December 31, ~~2024~~2025, compared to cost of goods sold of $2,~~928~~023,~~523~~282 for the year ended December 31, ~~2023~~2024, aan ~~decrease~~increase of $~~314~~1,~~581~~008,525 or 1150% from the prior period. Cost of goods sold ~~decreased~~increased mainly due ato ~~reduction~~our inacquisition ~~staff~~of ~~costs~~JUICE, ~~and~~which ~~general~~was offset by the reclassification of the cost ~~saving~~of ~~initiatives~~goods ~~undertaken~~sold byof ~~management~~Reliant Pools within discontinued operations.

We had ~~general~~operating ~~and administrative~~ expenses of $17,~~354~~656,~~528~~017 for the year ended December 31, ~~2024~~2025, compared to ~~general~~operating ~~and administrative~~ expenses of $~~886~~1,~~822~~833,022 for the year ended December 31, ~~2023~~2024. General and administrative expenses increased by $~~467~~6,~~706~~120,845 or 53488% from the prior period mainly due to ~~increased~~stock-based ~~costs~~compensation, ~~for~~our ~~costs~~acquisition ~~attributable~~of toJUICE and increases in costs for being a public company, which was offset by the reclassification of the general and administrative expenses of Reliant Pools within discontinued operations.

We had ~~depreciation~~interest ~~and~~expense ~~amortization~~ of $~~585~~1,~~109~~557,476 for the year ended December 31, ~~2024~~2025, compared to ~~depreciation~~interest ~~and~~expense ~~amortization~~ of $~~557~~436,~~631~~861 for the year ended December 31, ~~2023.~~2024, ~~Depreciation~~due ~~and~~to ~~amortization~~interest ~~increased~~costs byin ~~$27,478~~connection orwith 5%new ~~from~~loans ~~the~~during ~~prior~~2025 ~~period~~to ~~mainly~~fund ~~due~~operations toas ~~increased~~described in ~~fixed~~greater ~~assets~~detail ~~and~~under ~~additions~~“Liquidity ofand ~~intangible~~Capital ~~assets~~Resources” ~~during the period~~below.

We19 ~~had~~Table ~~interest expense~~ of $436,861 for the year ended December 31, 2024, compared to interest expense of $88,039 for the year ended December 31, 2023, due to interest costs in connection with new loans during 2024 to fund operations as described in greater detail under “Liquidity and Capital Resources” below.Contents

We had merger and transaction related expenses of $461,115 for the year ended December 31, 2024 and compared to $-0- for the year ended December 31, 2023. This increase is the result of additional costs incurred for the acquisition of Reliant Holdings during the period as well as the investigation of other potential acquisitions none of which resulted in any binding commitments.

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

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

Liquidity and Capital Resources

WeThe ~~had~~accompanying ~~total~~consolidated ~~assets~~financial ofstatements ~~$2,449,974~~have asbeen ofprepared ~~December~~on ~~31,~~a ~~2024~~going concern basis, ~~consisting~~which ofcontemplates ~~total~~the ~~current~~realization of assets ofand ~~$967,279. We~~the ~~had~~satisfaction ~~total~~of liabilities ofin ~~$5,000,698~~the asnormal course of ~~December~~business. ~~31,~~As ~~2029,~~disclosed ~~all~~in ofNote ~~which~~1 ~~was~~to ~~current~~the asconsolidated offinancial ~~December 31~~statements, ~~2024. We~~the ~~had~~Company ~~working~~has ~~capital~~incurred ofrecurring ~~$(4,033,419)~~operating aslosses ofand ~~December~~has ~~31,~~an ~~2024,~~accumulated ~~compared~~deficit. toThese ~~working~~conditions ~~capital~~raise ofsubstantial ~~$(1,818,769)~~doubt asabout ofthe ~~December~~Company’s ~~31,~~ability ~~2023~~to continue as a going concern.

WeManagement’s ~~used~~plans $1to address these conditions include pursuing additional equity and debt financing,~~717,888~~ ofcontinuing ~~cash~~to ingrow ~~operating~~revenue ~~activities~~through ~~for~~organic ~~the~~client ~~year~~acquisition ~~ended~~and ~~December~~strategic 31acquisitions, ~~2024,~~optimizing asthe ~~compared~~cost tostructure ~~$377~~across the agency network,~~300~~ ofand ~~net~~monetizing ~~used~~the inCompany’s ~~operating~~proprietary ~~activities~~technology ~~for~~platform ~~the~~through ~~year~~SaaS ~~ended~~and ~~December~~data ~~31,~~product ~~2023~~offerings. ~~Net~~The ~~cash~~Company ~~used~~has inalso ~~operating~~taken ~~activities~~steps ~~for~~to improve its capital structure, including the ~~2024~~conversion ~~period~~of ~~was~~outstanding ~~mainly~~notes ~~due~~payable tointo ~~our~~equity ~~net~~and ~~loss~~the ~~$3,083,156,~~divestiture of non-core assets to reduce operating costs.

29There ~~Table~~can be no assurance that these plans will be successful. The consolidated financial statements do not include any adjustments that might result from the outcome of ~~Contents~~this uncertainty. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital, achieve profitable operations, and generate sufficient cash flows from operations.

We had ~~$69,079~~total assets of ~~net~~$3,807,247 ~~cash~~as ~~used~~of ~~in investing activities for the year ended~~ December 31, ~~2024~~2025, asconsisting ~~compared~~of tototal current assets of $~~415~~257,~~123~~657. ~~used~~We inhad ~~investing~~total ~~activities~~liabilities ~~for~~of ~~the~~$9,666,472 ~~year~~as ~~ended~~of December 31, ~~2023.~~2025, ~~The~~all ~~key~~of ~~drivers~~which ~~for~~was ~~the~~current ~~change~~as ~~were~~of ~~the~~December ~~cash~~31, ~~acquired~~2025. inWe ~~our~~had ~~acquisition~~a ofworking ~~Reliant~~capital ~~Holdings~~deficit of $~~374~~9,~~294~~408,815 ~~which~~as ~~was~~of ~~offset~~December by31, a2025, ~~loan~~compared to ana ~~affiliate~~working capital deficit of $~~400~~3,~~700 for~~938,823 ~~the~~as ~~purpose~~ of ~~effecting~~December ~~the~~31, ~~reverse merger~~2024.

We ~~had~~used $21,~~125~~592,~~150~~032 of cash ~~provided~~in byoperating ~~financing~~ activities from continuing operations for the year ended December 31, ~~2024~~2025, ~~which~~as ~~was~~compared ~~mainly due~~ to $21,~~110~~741,~~000~~493 of ~~proceeds~~net ~~from~~used ~~the~~in ~~issuance~~operating ~~of notes~~activities ~~payable~~from ~~during~~continuing operations for the ~~period.~~year Weended ~~had~~December ~~$778~~31,~~868~~ of2024. ~~net~~Net cash ~~provided~~used byin ~~financing~~operating activities for the ~~year~~2025 ~~ended~~period ~~December 31, 2023, which~~ was mainly due to ~~proceeds~~our ~~provided~~net byloss ~~a shareholder~~ of $~~542~~9,~~500~~276,897. ~~during~~Net cash used in operating activities for the 2024 period. was mainly due to our net loss of $3,083,156.

We had $1,809,109 of net cash used in investing activities from continuing operations for the year ended December 31, 2025, as compared to $69,078 used in investing activities for the year ended December 31, 2024. The key drivers for the change were the cash used for strategic acquisition.

We had $3,604,404 of cash provided by financing activities from continuing operations for the year ended December 31, 2025, which was mainly due to $3,844,128 of proceeds from the issuance of notes payable during the period. We had $2,169,821 of net cash provided by financing activities for the year ended December 31, 2024, which was mainly due to proceeds from the issuance of notes payable of $2,110,000 during the period.

We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.

In the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.

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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.

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

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.

30 Table of Contents

Performance Obligations Satisfied Over Time

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

Performance Obligations Satisfied at a Point in Time

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

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

Backlog

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

Contract Estimates

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

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

Variable Consideration

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

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Contract Balances

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

Advertising & Marketing Services

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

The Company’s performance obligation of Advertising & Marketing 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. 5. Data, Analytics, and AI: The implementation, measurement, and management of data, as well as leveraging AI to forecast and interpret the data. Data is derived from historical advertising campaigns, new advertising campaigns, client data, third party data, and an array of sources depending on the needs and requirements of the client.

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

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

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.

32 Table of Contents

Accounts Receivable and Accounts Receivables, Related Party

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

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

Intangible Assets

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

Impairment Assessment

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

Recently Issued Accounting Standards

For more information on recently issued accounting standards, see “Note 1. The Company and Summary of Significant Accounting Policies” to the Notes to Consolidated Financial Statements included herein under “Item 8. Financial Statement and Supplemental Data”.

ITEM 7A. 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).

3321 Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

TABLE OF CONTENTS TO FINANCIAL STATEMENTS

		Page
Reports of Independent Registered Public Accounting Firm		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID 1171)		F-2
Consolidated Balance Sheets		F-54
Consolidated Statements of Operations		F-65
Consolidated Statements of Stockholders’ Deficit		F-76
Consolidated Statements of Cash Flows		F-87
Notes to Consolidated Financial Statements		F-98

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:

The Board of Directors and Stockholders of

~~Onar~~ONAR Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of ~~Onar~~ONAR Holding Corporation (the “Company”) as of December 31, 2025 and 2024, and the related consolidated ~~statement~~statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has ~~suffered~~experienced recurring losses from operations, negative cash flows from operating activities and has a working capital deficit ~~that~~as ~~raises~~of December 31, 2025, which raise substantial doubt about its ability to continue as a going concern. Management'’s plans ~~with regards~~ to address these matters are ~~also~~ described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, ~~audits~~an audit of its internal control over financial reporting. As part of our ~~audits~~audit, we are required to obtain an understanding of internal ~~controls~~control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal ~~controls~~control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

F-2

Table of Contents

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Valuation~~Revenue ofRecognition ~~Goodwill~~- Advertising Management Services.

Description of the Matter

As ~~disclosed~~described in Note 1 to the consolidated financial statements, the Company ~~reviewed~~recognizes ~~the~~revenue ~~carrying~~from ~~value~~its ofAdvertising ~~goodwill~~Management ~~annually~~Services ~~and~~revenue ~~whenever~~stream ~~events~~from orstrategic ~~changes~~consulting, inpaid ~~circumstances indicate that impairment may have occurred. The Company’s goodwill totaled $458~~advertising,~~335~~ asweb ~~of December 31~~development, ~~2024.~~and Wecreative ~~identified~~services ~~the~~provided ~~auditing~~under ofMaster ~~the~~Services ~~valuation~~Agreements of(“MSAs”) ~~goodwill as a critical audit matter because it represents a significant portion of the Company’s total assets,~~ and itrelated ~~requires~~Statements ~~complex and a significant amount~~ of ~~judgment~~Work to(“SOWs”). ~~evaluate~~Revenue ~~management’s~~is ~~assumptions,~~recognized ~~including~~over ~~the~~time ~~method~~as ~~used to allocate~~ the ~~goodwill~~related toperformance aobligations ~~reporting~~are ~~unit~~satisfied ~~(“the~~based ~~reporting~~on ~~unit”),~~ the ~~Company’s~~contractual ~~assessment~~terms over the ~~qualitative~~applicable ~~factors~~service toperiod, ~~determine~~generally ~~whether~~at ~~the~~fixed ~~carrying~~monthly ~~value of reporting unit exceeded their fair value~~amounts.

~~F-2~~We ~~Table~~identified revenue recognition related to Advertising Management Services as a critical audit matter because auditing the Company’s determination of ~~Contents~~the timing and satisfaction of performance obligations involved a high degree of auditor judgment and effort. In particular, significant auditor judgment and effort was required in evaluating management’s assessment of the identification of performance obligations, the timing of satisfaction of such obligations, and whether revenue was recognized in the appropriate reporting period.

~~The~~How ~~primary~~the ~~procedures~~Critical weAudit ~~performed~~Matter toWas ~~address~~Addressed ~~this~~in ~~critical audit matter included~~ the ~~following, among others:~~Audit

·The Weprimary ~~obtained~~procedures anwe ~~understanding~~performed ~~of the process utilized by the Company’s management~~ to ~~evaluate~~assess ~~the~~this ~~fair~~critical ~~value~~audit ofmatter ~~the~~included ~~reporting unit. · We tested~~ the ~~Company’s process and evaluated the reasonableness of the qualitative factors that management used in its analysis~~following, ~~including~~among ~~the management’s historical performance at the reporting unit level, and market and industry overall trends.~~others:

·	We obtained an understanding of the internal control processes utilized by the Company’s management to evaluate the timing and satisfaction of performance obligations with respect to recognition of Advertising Management Services revenue.

·	We performed various substantive audit procedures to determine the timing and satisfaction of performance obligations with respect to revenue recognition for the Advertising Management Services revenue stream, including:

	■	We evaluated a sample of customer agreements to assess management’s identification of performance obligations and determination of the transaction price in accordance with such agreements.

	■	We performed substantive test of details over a sample of revenue transactions, including inspection of executed customer contracts, invoices, and relevant supporting documents to determine the transaction price and to evidence the delivery of services and recognition of revenue in the correct reporting period.

	■	We tested the data integrity of third-party platform-generated information that is transferred to the Company for purposes of determining satisfaction of performance obligations, as stated in the customer contracts.

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants

PCAOB ID: 1171

We have served as the Company’s auditor since 2024.

San Mateo, ~~California~~ CA

~~April~~June 1511, ~~2025~~2026

F-3

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Member of Integrum Group LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Integrum Group LLC (the Company) as of December 31, 2023 and the related consolidated statement of operations, member’s equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 “Going Concern” to the financial statements, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1 “Going Concern”. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined that there were no critical audit matters.

Farber Hass Hurley LLP

We have served as the Company’s auditor since 2024. Oxnard, CA

January 31, 2025

F-4 Table of Contents

ONAR HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2024			2023
	2025			2024
				(recasted)
ASSETS
Current assets:
Cash	$	~~339~~94,~~199~~420		$	133,~~015~~609
Accounts receivable, net		7941,~~483~~335			9418,~~596~~782
Investments in equity securities		~~371,151~~-			-371,151
Investments in equity securities, related party		~~118,048~~-			-118,048
Prepaid expenses and other current assets		5961,~~398~~902			3059,~~216~~432
Total current assets		967,279			125,827
Note receivable, current portion		60,000			-
Assets held for sale		-			460,854
Total current assets		257,657			1,061,876
Other assets:
Property and equipment		106,741			4,575
Property and equipment, net		23,129			37,193
Intangible Assets, customer relationships, net		331,048			899,304
Intangible assets, net		219,681			331,048
Goodwill		~~458~~2,~~335~~509,875			-458,335
Accounts receivable, related party, net		-			19,000
Employee loan receivable, net		-			160,822
Employee loan receivable, net		160,822			285,822
Note receivable, net of current portion and discount		396,205			-
Advance to affiliated entity		400,700			-400,700
Right of use asset		25,049			94,697
Total other assets		3,549,590			1,388,098
Total other assets		1,482,695			1,303,398
Total assets	$	3,807,247		$	2,449,974
Total assets	$	2,449,974		$	1,429,225
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	~~319~~1,~~684~~513,993		$	~~225~~309,~~559~~304
Accrued expenses and other liabilities		12,~~200~~700,~~402~~878			~~658~~1,~~266~~176,990
Lines of credit		~~219,775~~-			~~224~~219,~~954~~775
Deferred revenue		~~155~~139,~~504~~169			23155,504
Contract liabilities		169,748			-
Accrued expenses and advances, related party		95,631			190,579
Accrued expenses and advances, related party		228,079			170,616
Notes payable		2,119,742			2,110,000
Lease liability		25,337			94,697
Notes payable, related party, net of discounts		1,029,062			560,450
Notes payable		2,121,719			-
Convertibles notes payable, net of discounts		2,067,997			-
Notes payable, related party		560,450			547,000
Liabilities held for sale		-			278,096
Total current liabilities and total liabilities		59,~~000~~666,~~698~~472			15,~~944~~000,~~596~~698
Commitments and contingencies (Note 7)
Commitments and contingencies (Note 6)
Stockholders’ Equity (Deficit):
Stockholders’ Deficit:
Preferred stock, 5,000,000 shares authorized, $0.001 par value, 0 issued and outstanding as of December 31, 2024 and 2023, respectively*		-			-
Preferred stock, 5,000,000 shares authorized, $0.001 par value, 0 issued and outstanding as of December 31, 2025 and 2024, respectively		-			-
Preferred stock, Series A, 1,000 shares authorized, $0.001 par value, 1,000 and 1,000 issued and outstanding as of December 31, 2024 and 2023, 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 December 31, 2025 and 2024, respectively		1			1
Preferred stock, Series B, 10,000 shares authorized, $0.001 par value, 3,125 and 3,545 issued and outstanding as of December 31, 2024 and 2023, respectively*		3			4
Preferred stock, Series B, 10,000 shares authorized, $0.001 par value, 3,065 and 3,125 issued and outstanding as of December 31, 2025 and 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 December 31, 2024 and 2023, 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 December 31, 2025 and 2024, respectively		7			7
Preferred stock, Series D, 100 shares authorized, $0.001 par value, 0 and 100 issued and outstanding as of December 31, 2024 and 2023, respectively		-			-
Preferred stock, Series D, 100 shares authorized, $0.001 par value, 0 and 100 issued and outstanding as of December 31, 2025 and 2024, respectively		-			-
Common stock, 450,000,000 shares authorized, $0.001 par value, 112,380,049 and 16,785,000 issued and outstanding as of December 31, 2024 and 2023, respectively*		112,380			16,785
Preferred stock Series E, 6,000 shares authorized, $0.001 par value, 718 and 0 issued and outstanding as of December 31, 2025 and December 31, 2024, respectively		-			-
Additional paid-in capital		2,017,894			1,065,685
Common stock, 1,000,000,000 shares authorized, $0.001 par value, 140,099,049, and 112,380,049 issued and outstanding as of December 31, 2025 and 2024, respectively		140,099			112,380
Accumulated deficit		(4,681,009	)		(1,597,853	)
Additional paid-in capital		7,958,571			2,017,894
Total stockholders’ deficit		(2,550,724	)		(515,371	)
Accumulated deficit		(13,957,906	)		(4,681,009	)
Total liabilities and stockholders’ deficit	$	2,449,974		$	1,429,225
Total stockholders’ deficit		(5,859,225	)		(2,550,724	)
Total liabilities and stockholders’ deficit	$	3,807,247		$	2,449,974

*Shares and per share data are presented on a retroactive basis to give effect to the reverse recapitalization.

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

F-54 Table of Contents

ONAR HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

	2024			2023
	2025			2024
Revenue (including $81,955 and $606,000 of related party revenue, respectively, Note 5)	$	2,573,386		$	2,802,065
				(recast)
Cost of revenues		2,613,942			2,928,523
Revenue (including $-0- and $81,955 of related party revenue, respectively, Note 5)	$	3,179,519		$	1,953,491
Gross profit (loss)		(40,556	)		(126,458	)
Cost of revenues		3,031,807			2,023,282
Gross profit (loss)		147,712			(69,791	)
Operating expenses:
General and administrative		17,~~354~~375,~~527~~558			~~886~~1,~~822~~254,713
Depreciation and amortization		~~585~~280,~~109~~459			~~557~~578,~~631~~309
Total operating expenses		17,~~939~~656,~~636~~017			1,~~444~~833,~~453~~022
Loss from operations		(17,~~980~~508,~~192~~305	)		(1,~~570~~902,~~911~~813	)
Other (income) expense:
Interest expense		~~436~~1,~~861~~557,476			88436,~~039~~861
Transaction costs for merger		~~461,115~~-			-461,115
Other (income) expense		19(77,~~498~~793	)		8221,~~952~~337
Change in fair value of investments		~~(178~~489,~~381~~345	)		-(178,381	)
Loss on extinguishment of notes payable		~~363~~152,~~871~~106			-363,871
Total other(income)expense		1,102,964			170,991
Gain on sale of assets		(304,114	)		-
Total other(income)expense		1,817,020			1,104,803
Provision for income tax		-			-
Net loss	$	(3,083,156	)	$	(1,741,902	)
Loss from continuing operations		(9,325,325	)		(3,007,616	)
Net loss per share - basic and diluted	$	(0.15	)	$	(0.11	)
Discontinued operations:
Weighted average common shares outstanding		20,181,605			16,584,443
Loss from operations of Reliant Pools		(163,322	)		(75,540	)
Gain on deconsolidation of Reliant Pools		211,750
Income (loss) from discontinued operations		48,428			(75,540	)
Net loss	$	(9,276,897	)	$	(3,083,156	)
Net loss per share - basic and diluted – continuing operations	$	(0.08	)	$	(0.15	)
Net loss per share - basic and diluted – discontinued operations	$	-		$	-
Net loss per share - basic and diluted	$	(0.08	)	$	(0.15	)
Weighted average common shares outstanding		122,617,229			20,181,605

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

F-65 Table of Contents

ONAR HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS'’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

	Preferred Stock																														~~Members'~~Additional						Members’
	Series A*				Series B*						Series C*				Series D*					Common Stock*					Additional						Capital
	Series A				Series B						Series C				Series D					Series E					Common Stock						Paid in			Accumulated			Capital
	Shares		Par Value		Shares			Par Value			Shares		Par Value		Shares			Par Value		Shares			Par Value		~~Paid inCapital~~Shares			~~AccumulatedDeficit~~Par Value			~~of HLDCO~~Capital			~~Total~~Deficit			of HLDCO			Total
Balance December 31, 2022 - Pre reverse merger		-		-		-			-			-		-		-			-		-			-		-			-			160,846			160,846
Balance December 31, 2023 - Pre reverse merger		-	$	-		-		$	-			-	$	-		-		$	-		-		$	-		-		$	-		$	-		$	-		$	(515,371	)	$	(515,371	)
Effect of reverse merger (Note 2)		1,000		1		3,545			4			6,570		7		100			-		~~16,785,000~~-			~~16,785~~-		-16,785,000			~~144~~16,~~049~~785			~~(160~~1,~~846~~065,685	)		-(1,597,853	)		515,371			-
Balance December 31, 2022 - Post reverse merger		1,000		1		3,545			4			6,570		7		100			-		16,785,000			16,785		-			144,049			-			160,846
Balance December 31, 2023 - Post reverse merger		1,000		1		3,545			4			6,570		7		100			-		-			-		16,785,000			16,785			1,065,685			(1,597,853	)		-			(515,371	)
Contributions by members of HLDCO		-		-		-			-			-		-		-			-		-			-		~~1,075,685~~-			-			-126,000			~~1,075,685~~-			-			126,000
Distributions to members of HLDCO		-		-		-			-			-		-		-			-		-			-		~~(10,000~~-	)		-			-(236,897	)		~~(10,000~~-	)		-			(236,897	)
Net loss		-		-		-			-			-		-		-			-		-			-		-			(1,741,902	)		-			(1,741,902	)
Consideration transferred for acquisition of HLDCO		-		-		-			-			-		-		-			-		-			-		-			-			688,732			-			-			688,732
Balance December 31, 2023		1,000	$	1		3,545		$	4			6,570	$	7		100		$	-		16,785,000		$	16,785	$	1,065,685		$	(1,597,853	)	$	-		$	(515,371	)
Conversion of preferred shares		-		-		(420	)		(1	)		-		-		(100	)		-		-			-		84,132,420			84,132			(84,131	)		-			-			-
Contributions by members of HLDCO		-		-		-			-			-		-		-			-		-			-		126,000			-			-			126,000
Issuance of shares upon issuance of replacement notes payable		-		-		-			-			-		-		-			-		-			-		11,462,629			11,463			458,505			-			-			469,968
Distributions to members of HLDCO		-		-		-			-			-		-		-			-		-			-		(236,897	)		-			-			(236,897	)
Net loss		-		-		-			-			-		-		-			-		-			-		-			-			-			(3,083,156	)		-			(3,083,156	)
Consideration transferred for acquisition of HLDCO		-		-		-			-			-		-		-			-		-			-		688,732			-			-			688,732
Balance December 31, 2024		1,000		1		3,125			3			6,570		7		-			-		-			-		112,380,049			112,380			2,017,894			(4,681,009	)		-			(2,550,724	)
Conversion of preferred shares		-		-		(420	)		(1	)		-		-		(100	)		-		84,132,420			84,132		(84,131	)		-			-			-
Issuance of shares for services		-		-		-			-			-		-		-			-		-			-		13,789,059			13,789			1,994,642			-			-			2,008,431
Issuance of shares upon issuance of replacement notes payable		-		-		-			-			-		-		-			-		11,462,629			11,463		458,505			-			-			469,968
Issuance of stock options for services		-		-		-			-			-		-		-			-		-			-		-			-			1,901,283			-			-			1,901,283
Net loss		-		-		-			-			-		-		-			-		-			-		-			(3,083,156	)		-			(3,083,156	)
Issuance of Series E preferred stock for software		-		-		-			-			-		-		-			-		160			-		-			-			213,333			-			-			213,333
Balance December 31, 2024		1,000	$	1		3,125		$	3			6,570	$	7		-		$	-		112,380,049		$	112,380	$	2,017,894			(4,681,009	)	$	-		$	(2,550,724	)
Issuance of Series E preferred stock for note payable				-		-			-			-		-		-			-		312			-		-			-			311,756			-			-			311,756
Issuance of shares and warrants with debt		-		-		-			-			-		-		-			-		-			-		500,000			500			679,851			-			-			680,351
Proceeds from sale of Series E preferred stock		-		-		-			-			-		-		-			-		525			-		-			-			525,000			-			-			525,000
Conversion of notes payable and accrued interest		-		-		-			-			-		-		-			-		-			-		4,373,000			4,373			196,242			-			-			200,615
Conversion of preferred shares		-		-		(60	)		-			-		-		-			-		(279	)		-		7,806,941			7,807			(7,807	)		-			-			-
Capital contributed from gain on settlement of related party notes payable		-		-		-			-			-		-		-			-		-			-		-			-			46,377			-			-			46,377
Settlement of convertible notes payable		-		-		-			-			-		-		-			-		-			-		1,250,000			1,250			80,000			-			-			81,250
Net loss		-		-		-			-			-		-		-			-		-			-		-			-			-			(9,276,897	)		-			(9,276,897	)
Balance December 31, 2025		1,000	$	1		3,065		$	3			6,570	$	7		-		$	-		718		$	-		140,099,049		$	140,099		$	7,958,571		$	(13,957,906	)	$	-		$	(5,859,225	)

*Shares and per share data are presented on a retroactive basis to give effect to the reverse recapitalization.

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

F-76 Table of Contents

ONAR HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

	2024			2023
	2025			2024
Operating Activities				(recast)
Net loss	$	(39,~~083~~276,~~156~~897	)	$	(13,~~741~~083,~~902~~156	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		~~585~~280,~~109~~459			~~557~~578,~~631~~309
Amortization of employee loan receivable		~~125~~31,~~000~~250			94125,~~178~~000
Lease expense		192			-
Amortization of debt discount		149,158			-
Change in fair value of investment in equity securities		(178,381	)		-
Change in fair value of investments		489,345			(178,381	)
Expenses paid directly from proceeds of note payable		-			4,500
Shares and options issued for services		3,909,714			-
Expenses paid by members		-			3,848
Employee loan receivable interest income and extension fee		(34,878	)		-
Allowance for credit losses		-			504,612
Extension fees added to principal of notes payable, related party		194,773			-
Loss on extinguishment of notes payable		363,871			-
Gain on sale of assets		(304,114	)		-
Loss on extinguishment of notes payable		152,106			363,871
Changes in operating assets and liabilities:
Accounts receivable		~~(134~~234,~~887~~292	)		(7674,~~796~~186	)
Accounts receivable, related party		~~19,000~~-			(~~523~~141,~~612~~818	)
Prepaid expenses and other assets		(29,182	)		(6,687	)
Prepaid expenses and other current assets		(9,520	)		(29,216	)
Accounts payable		801,~~496~~239,790			~~(64~~83,~~401~~746	)
Accrued expenses and other liabilities		~~573~~1,~~566~~975,772			~~839~~624,~~941~~822
Accrued expenses and advances, related party		(~~104~~94,~~984~~948	)		65(142,~~150~~484	)
Deferred revenue		~~132~~(528,~~000~~334	)		~~(33~~132,~~762~~000	)
Customer contracts		94,286			-
Net cash used in operating activities – continuing operations		(1,592,032	)		(1,741,493	)
Net cash provided by (used in) operating activities		(1,717,888	)		(377,300	)
Net cash provided by operating activities – discontinued operations		219,102			23,605
Investing Activities
Purchase of property and equipment		~~(42,672~~-	)		-(42,672	)
Cash acquired on acquisition of Reliant Holdings, Inc.		374,294			-
Proceeds from acquisition of Retina AI		60,163			-
Loan receivable		-			(380,000	)
Acquisitions of subsidiaries, net of cash received		(1,869,272	)		374,294
Advance to affiliate		(~~400~~110,~~700~~419	)		-(400,700	)
Acquisition of intangible assets		-110,419			~~(35,123~~-	)
Net cash used in investing activities		(69,078	)		(415,123	)
Net cash used in investing activities – continuing operations		(1,809,109	)		(69,078	)
Net cash used in investing activities – discontinued operations		-			-
Financing Activities
Proceeds from issuance of notes payable		~~2,110,000~~-			~~542~~2,~~500~~110,000
Repayment of notes payable		(44134,~~671~~383	)		-
Proceeds from issuance of notes payable, related party		430,450			-
Proceeds from sale of preferred stock		525,000			-
Repayment of notes payable, related party		(417,000	)		-
Proceeds from issuance of notes payable, related party		35,000			430,450
Repayment of advances, to related party		(681,755	)
Repayment of notes payable, related party		(311,779	)		(417,000	)
Advances, to related party		844,202
Proceeds from convertible notes payable		3,844,128			-
Advances from member of HLDCO, the legal acquiree		-			955,116
Payments on convertible notes payable		(393,433	)		-
Repayment of advances from member of HLDCO, the legal acquiree		-			(884,940	)
Advances from related party		-			844,202
Repayment of line of credit		(95,344	)		(153	)
Repayment of advances from related party		-			(681,755	)
Proceeds from line of credit		90,165			660
Repayment of line of credit		(7,710	)		(5,179	)
Distributions to members of HLDCO, the legal acquiree		(236,897	)		(10,000	)
Proceeds/repayments from line of credit		47,581			-
Contributions from members of HLDCO, the legal acquiree		126,000			175,685
Distributions to members of HLDCO, the legal acquiree		-			(236,897	)
Net cash provided financing activities		2,125,150			778,868
Contributions from members of HLDCO, the legal acquiree		-			126,000
Net change in cash		338,184			(13,555	)
Net cash provided financing activities – continuing operations		3,604,404			2,169,821
Cash - beginning of year		1,015			14,570
Net cash used in financing activities – discontinued operations		(11,804	)		(44,671	)
Cash - end of year	$	339,199		$	1,015
Net change in cash		410,561			338,184
Cash - beginning of year		33,609			1,015
Cash - end of year*		444,170			339,199
Supplemental cash flow disclosures
Interest paid	$	~~134~~1,~~385~~559		$	~~111~~134,~~439~~385
Income taxes paid	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities
Recognition of right of use asset and lease liability	$	-		$	178,760
Notes payable and accrued interest converted to common stock	$	196,242		$	-
Contribution of accrued guaranteed payments to member to capital	$	-		$	900,000
Conversion of Series B preferred stock to common stock	$	7,807		$	-
Intangible assets acquired through accounts payable	$	-		$	29,305
Payment of accrued expenses through related party note payable	$	233,062		$	-
Cash acquired on acquisition of Reliant Holdings, Inc.	$	688,732		$	-
Accrued liabilities paid by related party note payable	$	287,556		$	-
Investment in equity securities received in settlement of accounts receivables, related party	$	160,818		$	-
Discounts recognized from convertible notes payable	$	498,687		$	-
Investment in equity securities received for services	$	150,000		$	-
Debt discount for warrants issued with debt	$	680,351		$	-
Conversion of preferred stock to common stock	$	84,132		$	-
Line of credit converted to note payable	$	212,065		$	-
Purchase of software through issuance of Series E Preferred stock	$	213,333		$	-
Fair value of shares issued for acquisition of Reliant Holdings, Inc.	$	-		$	688,732
Investment in equity securities received in settlement of accounts receivables, related party	$	-		$	160,818
Investment in equity securities received for services	$	-		$	150,000
Conversion of preferred stock to common stock	$	-		$	84,132
Issuance of common stock for settlement of convertible notes payable	$	127,627		$	-

* See Notes 1 and 2 for reconciliation of cash attributable to discontinued operations

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

F-87 Table of Contents

ONAR Holding Corporation

Notes to the Consolidated Financial Statements

Note 1. The Company and Summary of Significant Accounting Policies

The Company

ONAR Holding Corporation (the “Company”) was formed as a Nevada corporation under the name Reliant Holdings, Inc. on May 19, 2014. On May 23, 2014, Reliant Holdings, Inc., along with Reliant Pools, Inc., formerly Reliant Pools, G.P., which was formed in September 2013 (“Reliant Pools”) and the shareholders of Reliant Pools, entered into an Agreement for the ~~Exchange~~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.

OnFollowing ~~August~~the ~~23,~~completion ~~2024,~~of the ~~Company~~Reverse ~~filed~~Merger, Integrum Group LLC was renamed ONAR LLC (“ONAR”) to align with the ~~Secretary~~Company’s ofcorporate ~~State~~rebranding ~~for~~as ~~Nevada~~ONAR aHolding ~~Certificate~~Corporation. ofONAR ~~Amendment~~serves toas the ~~Articles~~operating ofentity ~~Incorporation~~for the Company’s marketing and technology-enabled agency network. The Company’s principal executive offices are now located at 990 Biscayne Blvd, ~~changing~~5th ~~its~~Floor, ~~name~~Miami, toFlorida 33132. ONAR ~~Holding~~specializes ~~Corporation~~in marketing solutions through a technology-enabled independent agency brand network, providing services across industries including performance digital marketing, healthcare marketing, and experiential marketing.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception, has negative working capital and has not generated positive cash flows from operations since inception. The Company generated a loss of $39,~~083~~276,~~156~~897 ~~and $1,741,902~~ for the year ended December 31, ~~2024 and 2023, respectively~~2025. The Company also has a working capital deficiency of $49,~~033~~408,~~419~~815 and a stockholders’ deficiency of $5,859,225 as of December 31, ~~2024~~2025. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

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

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.

F-98 Table of Contents

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

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

Cash and Cash Equivalents

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

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

	2025		2024
Cash	$	94,420	$	33,609
Assets held for sale		349,750		305,590
Total cash	$	444,170	$	339,199

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”).

Pool Sale Revenues – Discontinued operations

Performance Obligations

Performance Obligations Satisfied Over Time

The majority of The Company’s revenue is derived from construction contracts and projects that typically span between 4 to 12 months. The Company’s construction contracts will continue to be recognized over time on a percentage of completion basis because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed. Contract costs include labor, material, and indirect costs. The Company estimates the percentage of completion based on accumulated cost incurred and total estimated contract cost to complete the construction project.

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Performance Obligations Satisfied at a Point in Time

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

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

F-10 Table of Contents

Backlog

On December 31, ~~2024~~2025, we had approximately $~~154~~31,000 of remaining performance obligations on The Company’s construction contracts, which we also refer to as backlog. We expect to recognize The Company’s backlog as revenue during the next 12 months.

Contract Estimates

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 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~~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~~the Company’s consolidated financial statements for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

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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.

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

Pool Services (discontinued operations)

Advertising

and

Marketing

Revenue

965,456

3,179,519

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.

F-11 Table of Contents

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

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Executive Management Services

Accounts Receivable and Accounts Receivable, Related Party

~~the Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Accounting Standards Codification (“ASC”) Topic 326): Measurement on Credit Losses on Financial Instruments”~~ The Company grants trade credit, on a non-collateralized basis (with the exception of lien rights against the property in certain cases), to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company records an allowance for credit losses to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, current economic trends and expected future losses. Accounts are considered delinquent when payments have not been received within 30 days and are written off when management determines that collection is not probable. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company recognized allowances for future credit losses totaling approximately $039,000 and $~~504,612~~-0- respectively. During the year ended December 31, ~~2024~~2025, and ~~2023~~2024, $25206,~~679~~475 and $4725,~~594~~679 of accounts receivable were charged off against the allowance for ~~doubtful~~credit ~~accounts~~losses. As of December 31, ~~2022,~~2025 ~~the Company’s accounts receivable balance was $3,800~~ and ~~accounts~~ ~~receivables, related party, was $-0-. As of December 31,~~ 2024 ~~and 2023~~, the Company’s allowance for doubtful accounts was $~~274~~106,~~309~~834 and $~~497~~274,~~745~~309, respectively.

F-12 Table of Contents

Classification of Construction Contract-related Assets and Liabilities

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

Investments in Equity Securities

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

Property and Equipment, net

The Company accounts for property and equipment such as office furniture and equipment and vehicles at cost. Repairs and maintenance are expensed as incurred and significant replacements and improvements are capitalized. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Depreciation is recorded using the straight-line method over the respective useful lives of the assets. Upon the retirement or other disposition of property and equipment, the related cost and accumulated depreciation are charged to operations. During the year ended December 31, ~~2024~~2025 and ~~2023~~2024, depreciation expense was $1613,~~853~~757 and $210,~~727~~053, respectively. The estimated useful lives of the Company’s property and equipment are:

		Estimated Useful Life
Office furniture and equipment		3 years
Vehicles		5 years

Estimated

Useful Life

Office furniture and equipment

3 years

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Leases

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

Intangible Assets, net

Goodwill

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

The Company has the option to assess qualitative factors to determine whether it is necessary to perform further impairment testing in accordance. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs further analysis by comparing the fair value of each reporting unit to its carrying amount, including goodwill. A reporting unit is an operating segment or sub-segment to which goodwill is assigned when initially recorded. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. The Company has determined that no impairment of its goodwill or indefinite lived intangible assets occurred as of December 31, ~~2024~~2025.

Impairment Assessment

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

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Table of Contents

Marketing and Advertising Costs

Marketing and advertising costs are expensed as incurred in accordance with ASC 720-35, Other Expenses – Advertising Costs. These costs primarily include media placements, promotional materials, and digital marketing campaigns. Total marketing and advertising expenses for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, were approximately $2423,000 and $224,~~500~~000, respectively.

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 no278,195,773 and -0- dilutive shares outstanding during the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Income Taxes

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

Fair Value Measurements

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

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

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

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

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

Segments

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

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

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Table of Contents

Recent Accounting Pronouncements

InThe ~~November~~Company ~~2023,~~currently ~~the~~believes ~~FASB~~there ~~issued~~are ~~ASU~~no ~~2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and~~ other ~~segment~~issued ~~items on an annual~~ and ~~interim~~not ~~basis~~yet ~~and~~effective toaccounting ~~provide~~standards ~~in interim periods all disclosures about reportable segment’s profit or loss and assets~~ that are ~~currently~~materially ~~required~~relevant ~~annually.~~to ~~ASU~~our 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

InNote December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2~~) income taxes paid disaggregated by jurisdiction~~. ItAcquisitions ~~also~~and includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.Divestitures

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

Note 2. Acquisition of 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.

~~F-14~~The ~~Table~~assets acquired and liabilities assumed are recognized in the accompanying consolidated balance sheets at their estimated fair values as of ~~Contents~~the acquisition date. The estimated fair values as of the acquisition date are based on information that existed as of the acquisition date. During the measurement period the Company may adjust provisional amounts recorded for assets acquired and liabilities assumed to reflect new information that the Company has subsequently obtained regarding facts and circumstances that existed as of the acquisition date.

The 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 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

Fair value transferred for acquisition	$	688,732

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Table of Contents

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

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

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

Revenues		$	619,895
Net loss		$	(75,~~539~~540	)

Consolidated unaudited pro forma information:

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

	2024			~~2023~~
Revenues	$	4,141,909		$	~~5,256,867~~
Net loss	$	(3,067,246	)	$	~~(1,619,731~~	)

~~F-15~~Juice ~~Table~~Labs ~~of Contents~~LLC

~~Note~~On 3September 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 ~~Contracts~~Purchase inAgreement ~~Process~~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.

The net asset (liability) position for pool construction contracts in process consisted of the following as of December 31, 2024 are:

Costs on uncompleted contracts	$	582,003
Estimated earnings		313,386
Less: Progress billings		1,065,137
Contract liabilities, net	$	(169,748	)

The net asset (liability) position for contracts in process is included in the accompanying consolidated balance sheets as of December 31, 2024 are:

Costs and estimated earnings in excess of billings on uncompleted contracts	$	-
Billings in excess of costs and estimated earnings on uncompleted contracts		169,748
Contract liabilities	$	169,748

Note 4. Concentrations of Risk

For the years ended December 31, 2024 and 2023, the Company had the follow customer concentrations:

	Revenues
Customer	2024			2023
Customer A		20	%		15	%
Customer B (related party)		*			10	%
Customer C	*				18	%
Customer D		10	%	*
Customer E (related party)		*			11	%
* = Less than 10%

As of December 31, 2023, one customer accounted for 28% of total accounts receivable and less than 10% of total revenue. As of December 31, 2024, the Company did not have any significant customer concentrations within its accounts receivable.

Note 5. Related Party Transactions

Executive Expense Reimbursements

During the years ended December 31, 2024 and 2023, the Company recognized expense reimbursements in the form of informal, undocumented due on demand advances to the Company made by its CEO using his personal finances. This includes cash infusions as well as paying expenses on behalf of the Company.

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Table of Contents

~~The~~Pursuant ~~Company~~to ~~repaid~~the ~~these~~Purchase ~~advances~~Agreement, as ~~funds~~consideration ~~were~~for ~~available~~the ~~and~~acquisition inof ~~some~~the ~~instances~~Membership ~~remitted~~Interests, ~~amounts~~Buyer in(i) ~~excess~~paid an aggregate consideration of ~~the~~$2,000,000, ~~advances~~subject ~~made~~to ~~which~~adjustment ~~were~~and ~~applied~~holdback toas ~~future~~set ~~expenses~~forth ofin the ~~Company.~~Purchase ~~The~~Agreement, ~~following~~and ~~tables~~(ii) ~~detail~~is required to pay additional consideration to the ~~cash~~Sellers, ~~loaned~~if any, ~~direct~~calculated based on revenue, net of pass through advertising expenses, ~~paid~~attributable ~~and~~to ~~cash~~new ~~repayments~~clients ~~made~~referred by the ~~Company~~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 ~~ended~~of ~~December~~the ~~31,~~closing ~~2024~~date ~~and~~(“Net ~~2023~~New Revenue”).

Year ended December 31, 2024
Cash Advances		Directly Paid Expenses		Expense Reimbursements		Cash Repayments
$	844,202	$	-	$	395,829	$	(681,755	)

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.

Year ended December 31, 2023
Cash Advances		Directly Paid Expenses		Expense Reimbursements		Cash Repayments
$	955,116	$	3,848	$	-	$	(884,940	)

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.

AsThe assets acquired and liabilities assumed are recognized provisionally in the accompanying consolidated balance sheets at their estimated fair values as of ~~December~~the ~~31,~~acquisition ~~2024~~date. ~~and~~The ~~2023,~~initial ~~$190,579~~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 ~~$170~~deferred tax liabilities,~~616~~ ~~was~~if ~~due~~ any. The provisional amounts are subject to change to the ~~Company’s~~extent ~~CEO~~that ~~and~~additional information is ~~reflected~~obtained inabout ~~‘accrued~~the ~~expenses~~facts and ~~advances~~circumstances that existed as of the acquisition date. Under U.S. GAAP, ~~related~~the ~~party’~~measurement inperiod shall not exceed one year from the ~~accompanying~~acquisition ~~consolidated~~date ~~balance~~and ~~sheets~~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

2,075,560

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

Cash	$	278,187
Accounts receivable		261,984
Accounts payable and accrued expenses		(171,560	)
Deferred revenue		(344,591	)
		24,020
Goodwill		2,051,540
Assets and liabilities acquired	$	2,075,560

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Table of Contents

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	$	6,562,187
Net loss	$	(6,047,843	)

Retina AI

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

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

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

VMED Services

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

Reliant Pools

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

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

	2025		2024
Assets:
Cash	$	349,750	$	305,590
Accounts receivable		5,685		60,667
Property and equipment, net		53,266		69,548
Right of use asset		-		25,049
Total assets	$	408,701	$	460,854

Liabilities:
Accounts payable	$	26,663		10,379
Accrued expenses and other liabilities		77,289		60,912
Contract liabilities		286,102		169,748
Lease liability		-		25,337
Notes payable		-		11,719
Total liabilities	$	390,054	$	278,095

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

	2025		2024
Cash	$	94,420	$	33,609
Assets held for sale		349,750		305,590
Total cash	$	444,170	$	339,199

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

	2025			2024

Revenue	$	965,456		$	619,895
Cost of revenue		998,592			590,660
General and administrative expenses		117,409			99,814
Depreciation and amortization		16,281			6,800
Other income (expense)		3,504			(1,839	)
Loss	$	(163,322	)	$	(75,540	)

Note 3. Concentrations of Risk

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

	Revenues
Customer	2025			2024
Customer A	*				20	%
Customer B	*				10	%
Customer C		14	%	*
Customer D		13	%	*
Customer E		11	%	*
* = Less than 10%

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. ~~This~~The purpose of this advance iswas ~~informal~~to enable that entity to purchase the Company’s outstanding super-voting Series A Preferred Stock from the prior controlling shareholder, ~~due~~which onfacilitated ~~demand~~the change of control and subsequent reverse-merger transaction described in Note 2. On March 11, 2025, this advance was formalized into a promissory note receivable. Under the new terms, the note bears interest at 5% per annum, requires no ~~interest~~monthly ~~and~~payments, is unsecured and is due on March 11, 2035. The AsCompany ofclassifies ~~December~~this 3110-year note receivable as loan receivable under ASC 310, ~~2024~~as ~~the~~it ~~balance~~has ~~remains~~the ~~outstanding~~positive intent and ability to hold the note until its maturity date. The note is ~~included~~initially inrecognized ~~‘employee~~at ~~loans~~fair ~~receivable~~value, ~~net’~~and onis measured at amortized cost using the ~~accompanying~~effective ~~consolidated~~interest method subsequently. The note is presented on the balance ~~sheets~~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.

OnAs ~~March~~of 11December 31, 2025, ~~this advanced was formalized into a promissory note receivable. Under~~ the ~~new~~balance ~~terms,~~remains ~~the~~outstanding ~~note bears interest at 5% per annum, requires no monthly payments, is unsecured~~ and is ~~due~~included onin ~~March~~‘Advance ~~11, 2035. The Company classifies this 10-year note receivable as a held-~~to~~-maturity~~ ~~debt~~affiliated ~~instrument~~entity’ ~~under~~on ~~ASC 320, as it has~~ the ~~positive~~accompanying ~~intent~~consolidated 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~~sheets. ~~The stated interest rate reflects the effective yield, resulting in a carrying value that equals the principal plus accumulated interest receivable.~~

~~Accrued~~F-19 ~~Expenses,~~Table ~~Related~~of ~~Party~~Contents

AsAdvances ofto ~~December 31, 2024, the Company owed a~~ related party $37,500 in the form of an advance. This advance was included in the acquisition of Reliant and has not been repaid. The advance is due on demand, bears no interest and unsecured. This advance is reflected in ‘accrued expenses, related party and advances, related party’ in the accompanying consolidated balance sheets.

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

Revenues and Accounts Receivable, related party

During the years ended December ~~2024~~31, 2025 and ~~2023~~2024, the Company recognized revenues of approximately $~~82,000~~-0- and $~~606~~81,~~000~~955, respectively, to entities which share common management. As of December 31, ~~2024 and 2023~~2025, ~~approximately~~all $0amounts ~~and $19,000 was~~ due from these entities ~~and~~have isbeen ~~included~~fully inreserved ~~‘Accounts~~through ~~receivables,~~an ~~related~~allowance ~~party’~~for oncredit ~~the~~losses ~~accompanying~~established ~~consolidated~~in ~~balance~~previous ~~sheets~~periods.

During the year ended December 31, 2024, as part of a settlement agreement, the Company received publicly listed securities as payment for the balance due from an affiliated entity. The Company recognized approximately $118,000 of the fair value of these securities as payment for approximately $363,000 due from this entity and recognized a loss on settlement of approximately $245,000.

Notes Payable

The Company has 5a ~~notes~~note payable due to a related party as described in Note 87. ~~As of December 31, 2024 and 2023, accrued interest due under these notes was $-0- for both periods.~~

~~F-17~~Note ~~Table~~5. ~~of Contents~~Equity

Note 6. 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.

On June 13, 2024 Claude Zdanow purchased 1,000 shares of Series A Preferred Stock directly from Elijah May. As a result of the transaction there was a change in control of the Company as further described in Note 2.

Series B Preferred Stock

The Series B Preferred Stock (Series B Stock) consists of 3,~~545~~065 shares having a “Face Value” of $1,000 per share. Each share of Series B Preferred Stock converts into common stock at a conversion price equal to 90% of the Volume Weighted Average Price of the Company’s common stock for the 10 days prior to any conversion. In addition, holders of the Series B Preferred Stock shall receive a quarterly dividend equal to 2% of the total value of the Series B Preferred Stock, on a pro rata basis, issued and outstanding determined by multiplying the number of shares of Series B Preferred Stock times the Face Value. Dividends may be paid in cash, common stock or Series B Preferred Stock at that discretion of the holder. The Series B Preferred Stock also have preference in liquidation to all other classes unless otherwise waived by the Holders. The Series B Preferred Stock have no voting rights. Additional rights and obligations are described in the exhibit attached hereto.

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

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Series C Preferred Stock

FThe 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-18two ~~Table~~percent (52%) of ~~Contents~~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.

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 B Preferred Stock. However, in the event of a Liquidation Event(1) the Series C Preferred Stock shall, in total, convert into exactly 51% of the sum of a) all Common Stock issued and outstanding; plus b) all the aggregate of all shares of Common Stock that would be issued upon the exercise of warrants or options, conversion of any convertible promissory notes, conversion of all other preferred shares, and any other instruments having vested rights to convert into Common Stock; plus c) the total of aggregate of all Series C Preferred Stock such that all Holders of Series C Preferred Stock shall hold exactly fifty-two percent (52%) of all issued and outstanding Common Stock, on a pro-rata basis, subject to the liquidation, merger, dissolution, winding up, or acquisition on a fully diluted basis. The Series C Preferred Stock shall be paid no dividends and have no voting rights. Additional rights and obligations are described in the exhibit attached hereto.

Series D Preferred Stock

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

~~On December 23, 2024, all 100 shares of~~ Series DE Preferred Stock automatically converted into an aggregate of 75,000,000 shares of common stock under contract terms and no gain or loss was recognized. As a result, the Series D Preferred Stock ceased to be outstanding.

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

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

Common Shares

The Company is authorized to issue ~~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.

During the year ended December 31, ~~2024~~2025, the Company ~~recognized~~issued ~~the~~approximately 13.8 million ~~issuance of 11,462,629~~ shares of common stock tofor ~~certain~~services ~~noteholders~~with as a ~~result~~fair ofvalue ~~the extinguishment and replacement~~ of ~~their~~approximately ~~respective~~$2 ~~notes payable~~million. ~~See Note 8.~~

~~Note~~F-21 7.Table ~~Commitments~~of ~~and Contingencies~~Contents

Stock Options

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

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

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

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

Cost of revenues	$	142,817	$	-
General administrative expenses		3,766,897		-
	$	3,909,714	$	-

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

Strike prices	$0.09 - $0.02
Exercise prices	$0.10 - $0.02
Expected term (in years)	3.58
Expected volatility	269% - 251%
Risk-free interest rate	4.19% - 3.50%
Expected dividend yield	0.0%

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

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

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

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

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

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

	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2024		—	$	—			$	—
Granted		30,578,575	$	0.06			$	—
Exercised		—	$	—			$	—
Forfeited or Expired		—	$	—			$	—
Outstanding at December 31, 2025		30,578,575	$	0.06		9.42	$	—
Vested and Exercisable at December 31, 2025		30,578,575	$	0.06		9.42

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

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

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Note 6. Commitments and Contingencies

Leases

The Company ~~leases~~leased approximately 1,000 square feet of office space in Austin, Texas., Onunder ~~March~~an 8,operating ~~2024,~~lease ~~the~~which ~~Company~~was ~~renewed~~set ~~the~~to ~~office~~expire ~~lease~~in ~~for~~January a2026 ~~term~~and ofcontained 20no ~~months~~extensions ~~through~~or ~~November~~other ~~30,~~significant ~~2025~~terms. The monthly ~~rental~~lease cost ~~for~~was ~~the~~approximately ~~period from April 1, 2024 to April 1, 2025 is~~ $2,~~320 and for the rental cost for the period from April 1, 2024 to November 30, 2025 is $2,~~400. ~~The~~This ~~real property~~ lease ~~contains~~was ~~provisions~~transferred ~~requiring~~as ~~payment~~part of ~~property taxes, utilities, insurance, maintenance and other occupancy costs applicable to~~ the ~~leased~~divestiture ~~premise.~~of As the Company’s ~~leases~~non-core dolegacy ~~not~~swimming ~~provide~~pool ~~implicit~~construction ~~discount~~business ~~rates~~(Reliant Pools, ~~the~~Inc.), ~~Company~~effective ~~uses~~December an31, ~~incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments~~2025.

On June 9, 2023, HLDCO entered into a one-year lease arrangement with a third party for apartment space in Los Angeles, California, for the Company’s Chief Executive Officer. This lease requires monthly minimum payments of $12,650. The Company determined this lease represented an operating type lease at inception and recognized right-of-use asset and related lease liability of approximately $179,000.Litigation

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

Remaining lease term (“in years”)			0.91
Discount rate			6.4% and 18.00%

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

~~F-19~~The ~~Table~~litigation is in its early stages and discovery has not yet commenced. At this time, management does not believe the ultimate resolution of ~~Contents~~this matter will result in a loss being recognized by the Company. Accordingly, no amounts have been accrued as of December 31, 2025.

The Company records rent on straight-line basis over the terms of the underlying lease. Estimated future minimum lease payments under the lease as of December 31, 2024 are as follows:

Year Ending December 31,	Amount
2025	$	26,160
Total remaining lease payments		26,160
Less: imputed interest		1,111
Present value of remaining lease payments	$	25,049

Rent expense for the years ended December 31, 2024 and 2023 was approximately $90,000 and $73,000 respectively, and was included in ‘general and administrative’ expenses in the accompanying consolidated statements of operations. The Company paid approximately $90,000 and $74,000 respectively, in lease payments during the years ended December 31, 2024 and 2023 and are included in the Company’s operating cash flows for both periods.

Payroll tax liabilities

For the year ended December 31, 2023, the Company did not remit federal income tax, social security, Medicare or local and state income taxes which were withheld from the Company’s employees’ payroll. The Company has estimated and accrued fines and penalties associated with the amounts which have not been remitted and includes this ~~amounts~~amount in accrued expenses in the accompanying consolidated balance sheets. As of December 31, ~~2024~~2025 and ~~2023~~2024, the balance due was $~~516~~646,~~807~~113 and $~~462~~516,~~367~~807, respectively. As of the date of this filing, no enforcement action has been initiated by any taxing authority in connection with these liabilities. The Company’s tax representatives are engaged in active discussions with the relevant taxing authorities to resolve this matter and negotiate a structured payment arrangement. Management believes it is possible that a portion of the accrued penalties and interest may be abated or forgiven through the negotiation process.

~~Customer~~Note ~~legal~~7. ~~dispute~~Debt

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 is in the discovery phase, and as such, the Company is unable to estimate the range of potential loss.

	December 31, 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. 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

~~Note~~F-23 8.Table ~~Debt~~of Contents

Notes payable

Promissory note due to a related party which matured on November 10, 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.	-	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.	1,910,000	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. The principal and interest were repaid during the year ended December 31, 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). The principal and interest were repaid during the year ended December 31, 2025	141,596	-
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. The principal and interest were repaid during the year ended December 31, 2025	-	-

	December 31,2024		December 31,2023
Promissory note due to a related party which matured during March 2024, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets.	$	-	$	400,000
Promissory note due to a related party maturing on December 20, 2024, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets.		164,450		130,000
Promissory note due to a related party matured on November 21, 2023, requiring interest only payments monthly, bearing interest at 12% per annum and secured by all HLDCO’s assets. This note was past due as of December 31, 2023 and was repaid during 2024.		-		17,000
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		-
Promissory note due to a related party maturing on September 27, 2024, requiring interest only payments monthly, bearing interest at 12% per annum and secured by all HLDCO’s assets.		61,000		-
Promissory note due to a related party maturing on November 10, 2024, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets.		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.		2,110,000		-
Promissory note due to a related party maturing on December 20, 2025, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets.		20,000		-
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	$	2,682,169	$	547,000

F-24

Table of Contents

F-20 Table of Contents

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). The principal and interest were repaid during the year ended December 31, 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. The principal and interest were repaid during the year ended December 31, 2025	-	-
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).	70,837	-

F-25

Table of Contents

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).	121,496	-
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.	122,728	-
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 remaining balance currently under extension. 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).	86,080	-

F-26

Table of Contents

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).

172,424

On August 12, 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 2026, 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).

1,029,062

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 $519,440 was allocated as a debt discount based on the relative fair value of the promissory note and warrants.

1,117,954

F-27

Table of Contents

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 $159,239 with an original issue discount of $11,720. Additionally, a one-time interest charge of 9%, or $14,332, 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 $52,337 was allocated as a debt discount based on the relative fair value of the promissory note and warrants.		176,083
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 $89,312 was allocated as a debt discount based on the relative fair value of the promissory note and warrants.		298,539
On December 15, 2025, the Company entered into a convertible promissory note due December 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.		114,781			-
On November 9, 2025, the Company entered into a revenue-based lending arrangement whereby the lender purchased future accounts receivables of approximately $525,000 for consideration of $506,885. This amount is to be repaid to the lender in five payments of $27,000 with the remaining balance currently under extension.		500,420			-

Term note with a bank secured by car, payable in monthly installments of $939, including interest at 6.79% through October 4, 2030 (discontinued operations)		-			11,719
Total notes payable	$	6,071,742		$	2,682,169
Discount		(854,941	)		-
Notes payable, discontinued operations		-			(11,719	)
Total notes payable, net of discount	$	5,216,801		$	2,670,450

F-28

Table of Contents

Replacement Notes

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

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

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

Line of Credit

On ~~July~~March 2811, ~~2022~~2025, The Company entered into a $~~225~~51,000 line of credit agreement with a financial institution. The line of credit ~~matures~~matured on ~~July~~March 2811, ~~2024~~2026, ~~has~~had an interest rate of 100% per annum and ~~requires~~required monthly interest only payments with all principal and accrued interest due at maturity. ~~As of December 31, 2024 and 2023, the outstanding principal totaled approximately $220,000 and $225,000, respectively.~~

Note 98. Intangible assets

The Company’s intangible assets as of December 31, ~~2024~~2025 are summarized as follows:

		Historical		Accumulated
Type	Useful Life	Cost		Amortization		Net
Customer relationships	3.5 years	$	1,988,893	$	1,657,844	$	331,049
Retinae AI software assets		$	155,258	$	-		155,258
Customer relationships	3.5 years		1,988,968		1,924,545	$	64,423
		$	2,144,226	$	1,924,545		219,681

The Company’s intangible assets as of December 31, ~~2023~~2024, are summarized as follows:

Historical

Accumulated

Type

Useful Life

Cost

Amortization

Net

Customer relationships

3.5 years

1,988,~~893~~968

1,~~089~~657,~~589~~920

~~899~~331,~~304~~048

~~F-21~~Future ~~Table~~amortization of ~~Contents~~the Company’s intangible assets as of December 31, 2025 are as follows:

Future amortization of the Company’s intangible assets as of December 31, 2024 are as follows:

December 31,	Amount
2026	$	60,200
2027		4,223
	$	64,423

December 31,	Amount
2025	$	266,702
2026		60,200
2027		4,147
	$	331,049

F-29

Table of Contents

Note 109. Employee Loans Receivable

Forgivable Loans

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

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

In order to reflect the services received through the issuance of these forgivable loans, the Company amortizes the balance of such loans as a component of ‘salaries and related expenses’ over the requisite service period of the loan. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company recognized amortization related to forgivable loans of $~~125~~30,~~000~~822 and $94125,~~178~~000, respectively, which is included within ‘cost of revenues’ in the accompanying consolidated statements of operations.

Other Loans

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

~~Note~~This ~~11.~~loan ~~Segments~~was subsequently repaid through the sale of VMED Services LLC, see Note 2.

AsF-30 aTable ~~result~~ of the Reliant acquisition, 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.Contents

~~Reportable~~Note 10 ~~Segment~~– Investment 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 residual pools within the Dallas/Fort Worth Metroplex in ~~Texas,~~Equity ~~United States.~~securities

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 years ended December 31, 2024 and 2023, 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 also is reported on the consolidated statement of operations. The measure of segment assets is reported on the balance sheet as total consolidated assets. The accounting policies of each segment are the same as those described in the summary of significant accounting policies.

Information regarding each reportable segment for the year ended December 31, 2024, is as follows:

	Pool Services			Advertising and Marketing			Total
Revenue	$	619,895		$	1,953,491		$	2,573,386
Cost of revenues		590,660			2,023,282			2,613,942
General and administrative		99,814			1,254,714			1,354,528
Depreciation and amortization		6,800			578,309			585,109
Segment operating loss	$	(75,540	)	$	(3,007,617	)	$	(3,083,157	)

Note 12 – Investment in Equities

As of December 31, 2024
Class	Level 1		Level 2		Level 3
Common stock	$	~~489~~371,~~199~~151	$	-	$	-
Common stock – related party		118,048		-		-
Total	$	489,199	$	-	$	-

AsNote of11 ~~December~~– ~~31,~~Income 2024, the Company's investments were concentrated in the common stock of two entities comprising 76% and 24% of the total investment balance. Approximately 118,000 is an investment in the common stock of a related party. Taxes

Note 13 – Income Taxes

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

Components of Income Tax Expense:

	2024		2023
	2025		2024
Current tax expense	$	-	$	-
Deferred tax expense		-		-
Federal	$	-	$	-
State		-		-
Foreign		-		-
Deferred tax expense
Federal		-		-
State		-		-
Foreign		-		-
Total income tax expense	$	-	$	-

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

	2025			2024
Loss from continuing operations before income taxes
Current federal tax expense
Domestic loss	$	(9,325,325	)	$	(3,007,616	)
Foreign loss		-			-
Total loss before taxes	$	(9,325,325	)	$	(3,007,616	)

F-31

Table of Contents

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

	2024						2023
	2025						2024
Estimated federal income benefit at U.S. federal statutory tax rate	$	(~~647~~1,~~463~~958,318	)	~~(21~~	(21	%)%	$	(~~365~~631,~~799~~599	)	~~(21~~	(21	%)%
Temporary differences		38814,~~953~~187			19	%		9138,~~489~~953			41	%
Permanent differences		~~206,033~~-			7-	%		~~365~~206,~~799~~033			217	%
Valuation allowance		~~402~~1,~~477~~144,131			1312	%		-386,613			013	%
Estimated federal income benefit at Effective tax rate	$	-			0	%	$	-			0	%

The Company’s effective tax rate was 0% for both ~~2024~~2025 and ~~2023~~2024 due to the full valuation allowance recorded against its deferred tax assets.

Components of deferred tax assets and liabilities are as follows:

Description	~~2024~~2025			~~2023~~2024
Deferred tax assets:
Net operating loss carryforwards	$	15,~~950~~448,~~406~~244		$	331,~~850~~950,406
Change in fair value of equity securities		~~178~~497,~~381~~229			-178,381
Total deferred tax assets		25,~~128~~945,~~787~~473		$	332,~~850~~128,787
Less: Valuation allowance		(14,~~251~~782,~~908~~379	)		(331,~~850~~251,908	)
Net deferred tax assets	$	~~876~~1,~~879~~163,094		$~~-0-~~	876,879
Deferred tax liabilities:
Depreciation and amortization	$	~~513~~647,~~008~~117		$	~~835~~513,~~351~~008
Loss on debt extinguishment		~~363~~515,~~871~~977			-363,871
Net deferred tax liabilities	$	~~876~~1,~~879~~163,094		$	~~835~~876,~~351~~879
Net deferred tax assets and liabilities		-			-

As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company maintained a full valuation allowance against its net deferred tax assets. Based on available evidence, including historical cumulative losses, the Company concluded it is more likely than not that the deferred tax assets will not be realized.

As of December 31, ~~2024~~2025, the Company had gross estimated federal and state net operating loss carryforwards (NOL) of approximately $15.4 million,~~950,406,~~ are carried forward indefinitely subject to an 80% utilization limitation. These carryforwards are subject to limitations under Section 382 of the Internal Revenue Code due to any future changes in ownership occurs. The Company has not yet completed it federal income tax return for the year ended December 31, ~~2024~~2025 and therefore these NOLs may change as a result of the completion of the Company’s federal tax return. These amounts represent management’s best estimate with available information as of December 31, ~~2024~~2025.

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

The Company has evaluated its tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes, and concluded that there were no uncertain tax positions requiring recognition or disclosure in the financial statements as of December 31, ~~2024~~2025 or ~~2023~~2024. The Company does not expect any significant changes to its uncertain tax positions within the next 12 months. The Company’s policy is to recognize interest and penalties related to income taxes, if any, in income tax expense. No such amounts were recognized in ~~2024~~2025 or ~~2023~~2024.

Note 1412. Subsequent events

~~Between~~Debt January 1, 2025 and April 10, 2025, holders of $325,000 in aggregate principal amount of the Company’s outstanding notes payable exchanged their notes payable for common stock at a price of $0.046 and $0.052 per share, resulting in the issuance of 7,090,745 shares of common stock.Issuances

~~The~~During ~~notes~~January ~~payable~~through ~~were~~March ~~previously~~2026, ~~issued to~~ the ~~holders~~Company inentered ~~reliance~~into onconvertible ~~the~~note ~~exemption~~agreements ~~from~~totaling ~~registration~~$823,878 ~~under~~in ~~the~~aggregate ~~Securities~~principal ~~Act~~with ofADI, ~~1933 provided by Section 4(a)(2). As a result of this transaction~~Auctus, ~~the~~and ~~Company's~~1800 ~~outstanding~~Diagonal ~~debt~~Lending ~~has~~LLC. ~~been~~The ~~reduced~~notes bybear ~~the~~interest ~~principal~~at ~~amount~~rates ofspecified ~~the~~in ~~notes~~each ~~converted,~~agreement and ~~the~~are ~~equity~~convertible ~~capital~~into ofshares ~~the Company has been increased by the issuance~~ of ~~the~~ common ~~shares.~~stock ~~The~~at conversion ofprices ~~the~~defined ~~notes~~therein. ~~payable~~In toconnection ~~equity~~with isthese ~~expected~~financings, ~~to improve~~ the Company’s ~~liquidity~~issued ~~position~~warrants byto ~~reducing~~purchase ~~its~~shares ~~debt~~of ~~obligations~~common stock.

~~This~~Debt transaction was completed in accordance with the terms of the relevant debt agreements and does not have a material impact on the Company's financial position or results of operations as of the balance sheet date.Extinguishment

~~F-22~~In ~~Table~~January of2026, ~~Contents~~the Company fully repaid two existing loan facilities with CFI totaling $320,000 in aggregate face value.

Debt Conversions

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

Letter of Intent

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

Increase of Authorized Shares

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

Termination of S-8 Registration Statement

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

F-32

Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the Company’s two most recent fiscal years ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024, and the subsequent interim period through the engagement of WWC, neither the Company nor anyone acting on its behalf consulted with WWC regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in ~~Securities~~SEC ~~and Exchange Commission~~ rules and forms and that such information is accumulated and communicated to management, including the Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Annual Report on Form 10-K, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, ~~2024~~2025, as required by Rule 13a-15 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 December 31, ~~2024~~2025, our disclosure controls and procedures were not effective.

Material Weakness No. 1 – Segregation of Duties and Control Environment

The Company did not maintain an effective control environment due to limited accounting personnel and insufficient segregation of duties across key financial reporting processes. Specifically, responsibilities related to initiating, authorizing, recording, and reviewing transactions were not adequately segregated among independent personnel. In addition, the Company did not consistently retain documentation evidencing the review and approval of key financial reporting controls. This control deficiency creates a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

Material Weakness No. 2 – Financial Reporting Process and Technical Accounting Review Controls

The Company did not maintain effective controls over its financial reporting process, including controls over the preparation and review of financial statements, technical accounting analyses, reconciliations, and SEC reporting disclosures. The Company did not maintain a sufficient complement of personnel and resources with the appropriate level of U.S. GAAP and SEC reporting knowledge, training, and experience to appropriately analyze, record, review, and disclose complex accounting matters on a timely and accurate basis. During the year-end financial reporting and audit process, multiple adjustments and disclosure revisions were required in areas involving significant accounting judgment, including debt and interest accounting, equity transactions, business combinations and divestitures, goodwill, revenue recognition, and related financial statement disclosures. This control deficiency creates a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·- Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; ·- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and ·- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025. In making this assessment our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - integrated Framework (2013).

Based on its evaluation, our management has concluded that, as of December 31, ~~2024,~~2025 our internal control over financial reporting were not effective.

We are a smaller reporting company and are exempt from the requirement for an attestation report on the Company’s internal controls over financial reporting by our registered public accounting firm.

34Remediation ~~Table~~ of ~~Contents~~Material Weaknesses

~~Limitations~~Management, onwith oversight from our Board of Directors, has begun implementing a plan to remediate the ~~Effectiveness~~material weaknesses described above. The actions taken and underway include: (i) the Company is strengthening its finance function, including recruiting a new Chief Financial Officer and additional qualified accounting personnel with appropriate U.S. GAAP and SEC reporting experience; (ii) the Company engaged external accounting and SEC reporting advisors to assist in the preparation and review of ~~Controls~~its financial statements and the evaluation of complex and non-routine transactions; (iii) the Company is designing and implementing formal, documented period-end close procedures, including account reconciliations, multi-level review of significant and non-routine transactions, and improved segregation of duties; and (iv) the Company strengthened its Board during fiscal year 2025, including the addition of independent directors and the appointment of an independent Chairman. As of the date of this Annual Report, the material weaknesses have not been fully remediated. The material weaknesses will not be considered remediated until the applicable controls have operated for a sufficient period and management has concluded, through testing, that they are operating effectively. These efforts remain subject to the Company's available financial and personnel resources.

~~The~~Changes ~~Company’s~~in ~~disclosure~~Internal ~~controls~~Control ~~and~~Over ~~procedures are designed to provide the Company’s Principal Executive Officer and Principal~~ Financial ~~Officer~~Reporting with reasonable assurances that the Company’s disclosure controls and procedures will achieve their objectives. However, the Company’s management does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within the Company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and such design may not succeed in achieving its stated objectives under all potential future conditions.

~~Changes~~Other than the remediation efforts described above, there were no changes in ~~Internal~~our ~~Control~~internal ~~Over~~control ~~Financial~~over ~~Reporting~~financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We 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 December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Rule 10b5-1 Trading Plans. During the quarter ended December 31, ~~2024~~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.”

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our Executive ~~Officer~~Officers and ~~Director~~Directors

The following table sets forth the name, age and position of each director and executive officer of the Company. ~~The~~as ~~sole officer and director~~ of the ~~Company~~date isof asthis ~~follows~~filing:

Name	Age	Position	Date ~~First~~FirstAppointed ~~Appointed~~ as ~~Officer~~Officeror or Director
Claude Zdanow	37	Chief Executive Officer and Director ~~(sole director)~~	June 13, 2024
Patricia Kaelin	62	Chief Financial Officer	December 1, 2024
Christopher Becker	35	President	December 2, 2024
Scott Kauffman	69	Chairman of the Board	July 21, 2025
Jon Bond	68	Director	May 1, 2025
Howard D. Palefsky	78	Director	June 10, 2025
Mark Gazit	57	Director	July 18, 2025
Reda Raad	52	Director	July 20, 2025
Kelly Anderson	58	Audit Committee Chairperson	August 22, 2025

Our ~~director and any additional~~ directors ~~we may appoint in the future~~ are elected annually (or as often as we hold meetings of stockholders) and will hold office until our next annual meeting of the stockholders and until their successors are elected and qualified. Officers will hold their positions at the pleasure of the Board of Directors ~~(currently consisting solely of Mr. Zdanow)~~, absent any employment agreement. Our officers and directors may receive compensation as determined by us from time to time by vote of the Board of Directors. Such compensation might be in the form of stock options. Directors may be reimbursed by the Company for expenses incurred in attending meetings of the Board of Directors. Vacancies in the Board are filled by majority vote of the remaining directors.

The business experience of our officers and ~~director~~directors is as follows:

Claude Zdanow has been our Chief Executive Officer and a member of our ~~sole~~Board ~~director~~of Directors since June 2024. Mr. Zdanow served as Chief Executive Officer of Integrum Group, LLC (“Integrum”) from March of 2023 and from June 2021 until then as its President. Additionally, Mr. Zdanow is the founder of and serves as the Managing Partner of 35 Wellsona Holdings LLC, a position that he has held since January 2021. Mr. Zdanow is also a principal of Claude Philippe Wines LLC, which he founded in June 2021. Between July 2007 and May 2021, he served as the Chief Executive Officer of Stadiumred, Inc., a global marketing agency collective with agencies operating across multiple disciplines and industries. Mr. Zdanow serves as a director of Endexx Corporation, a Consumer Products (CPG) company specializing in Plant-Based formulations and Innovative delivery systems. He is the founder of Sona Hills, a boutique vineyard resort in Paso Robles, CA, and Claude Philippe Wines, where he combines his business acumen with his personal interests.

~~Patricia~~23 ~~Kaelin~~Table ~~was appointed as our Chief Financial Officer on December 1, 2024. Prior to that, she served as Chief Financial Officer~~ of Safe & Green Holdings Corp. from May 1, 2023. Ms. Kaelin is a member of the AICPA with more than 25 years of financial leadership, strategic planning, and public company experience. She has served as Chief Financial Officer for public and privately held companies and has extensive experience in the construction, real estate, manufacturing and healthcare industries. She has expertise in mergers and acquisitions and corporate restructuring, as well as private and public equity and debt financing. Ms. Kaelin served as Chief Financial Officer of Buddies Brand, a privately held West Coast consumer packaged goods (“CPG”) company, from October 2021 through May 2023. Prior to that, she served as Chief Financial Officer of 1933 Industries, Inc., a publicly traded CPG company based in Vancouver, British Columbia, with operations in the United States from March 2020 to October 2021. Ms. Kaelin also served as Chief Financial Officer, Business Operations, at Clifton Larson Allen (“CLA”), one of the largest CPA and consulting firms in the United States from March 2019 to March 2020 and as Consulting Chief Financial Officer for multiple companies and on a fractional basis while at CLA and TGG Accounting, a provider of outsourced accounting and business advisory services for small to mid-sized businesses across various industries with offices throughout the Southwest United States, where she was employed beginning October 2017 until March 2019. She began her career at BDO USA, LLP, spending seven years in public accounting where she earned her CPA certificate. Ms. Kaelin earned her bachelor’s degree in Business Administration with a concentration in Accounting from California State University, Fullerton.Contents

Christopher Becker was appointed as our President in December 2024. Mr. Becker was previously the President of Integrum Group, LLC., now a wholly owned subsidiary of the Company beginning in April 2023, where he was responsible for strategic leadership, operational oversight, managing mergers and acquisitions, agency support and development, stakeholder management, and team leadership and development. From August 2021 to April 2023, Mr. Becker was Managing Director of Storia, the Company’s flagship digital marketing agency. From September 2020 through August 2021, he was Head of Business Development for Stadiumred, Inc. Prior to that, Mr. Becker worked at various companies specializing in managing mergers and acquisitions, consulting on digital marketing, and developing and growing company goals and revenues. He has a Bachelor of Science in Communications Disorders from Eastern Kentucky University.

36Scott ~~Table~~Kauffman was appointed Chairman of ~~Contents~~the Board of Directors in July 2025. Mr. Kauffman brings over three decades of executive and board-level experience spanning marketing services, media, ecommerce, and digital innovation. He served as Chairman and Chief Executive Officer of MDC Partners, Inc. (now Stagwell Inc., NASDAQ: STGW), a global marketing services network, where he led the company through a transformative period culminating in its combination with Stagwell Marketing Group Holdings to form a $3 billion-plus global marketing enterprise. Prior to MDC Partners, Mr. Kauffman served as President and Chief Executive Officer of Geeknet, Inc. (NASDAQ: GKNT), Chief Operating Officer of BlueLithium (acquired by Yahoo!), and Chief Executive Officer of Zinio, a digital magazine platform. Earlier in his career, he held positions at CompuServe, Time Warner, Newsweek, and Benton & Bowles. Mr. Kauffman also served as Chairman of Lotame, a data enrichment and identity solutions provider. He holds an A.B. in English from Vassar College and an MBA in Marketing from New York University’s Stern School of Business.

Jon Bond was appointed to the Board of Directors in May 2025. Mr. Bond is a widely recognized advertising industry innovator and entrepreneur. He co-founded Kirshenbaum Bond & Partners, a pioneering advertising agency known for its unconventional approach to brand building. He subsequently served as Chief Executive Officer of Big Fuel Communications (acquired by Publicis Groupe), and helped pioneer programmatic media through ventures including Varick Media Management and Iballs. Mr. Bond has held leadership and board roles at White Ops (now HUMAN Security), The Shipyard, and Sito Mobile (NASDAQ: SITO), and currently serves on the board of directors of Inuvo, Inc. (NYSE American: INUV), an AI-powered media company. Mr. Bond was recently nominated for the 2025 Advertising Hall of Fame.

Howard D. Palefsky was appointed to the Board of Directors in June 2025 and serves as Chair of the Company’s Governance and Nominating Committee. Mr. Palefsky is a distinguished executive with more than three decades of experience in the healthcare, life sciences, and medical technology sectors. He has led organizations to achieve significant growth, creating aggregate enterprise value exceeding $4 billion, and has served on the boards of more than 30 organizations. Mr. Palefsky previously served as Chairman, President, and Chief Executive Officer of Collagen Corporation from 1978 to 1997. He was a Managing Director at Montreux Equity Partners from 2002 to 2015, where he was responsible for raising over $500 million in limited partner commitments. Since January 2016, he has served as President of Victoria Capital Management Inc. Mr. Palefsky holds a Bachelor of Science in Mathematics from the City College of the City University of New York and an MBA from Stanford University.

Mark Gazit was appointed to the Board of Directors in July 2025. Mr. Gazit is a globally recognized authority in cybersecurity, artificial intelligence, and financial technology. He co-founded ThetaRay in 2013 and served as its Chief Executive Officer for a decade, building the company into a worldwide leader in AI-driven financial crime detection. Prior to co-founding ThetaRay, Mr. Gazit served as Managing Director of NICE Cyber & Intelligence Solutions and previously served as Group President and Chief Executive Officer of SkyVision. He has held executive roles at leading technology companies including Deltathree and NetVision. Mr. Gazit completed executive programs at Harvard Business School, London Business School, and MIT, and studied Computer Science and Mathematics at Hebrew University.

Reda Raad was appointed to the Board of Directors in 2025. Mr. Raad is the Group CEO and co-founder of TBWA\RAAD, one of the largest communications groups in the Middle East and North Africa (MENA) region. Under his leadership, TBWA\RAAD has grown from a four-person startup into a network of 12 full-service agencies across the MENA region with over 1,000 employees. Mr. Raad led the diversification strategy of the group, building a multi-disciplinary communications platform encompassing advertising, shopper marketing, public relations, and digital services. He earned a degree in Advertising and Marketing Management from Syracuse University’s Whitman School of Management.

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Board Leadership Structure

Our Board of Directors ~~(currently consisting solely of Mr. Zdanow)~~ has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders. During 2025, the Board appointed Kelly Anderson as Chairman of the Board, separating the Chairman and Chief Executive Officer roles to strengthen independent board oversight as the Company enters its next phase of growth.

Risk Oversight

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors ~~(currently consisting solely of Mr. Zdanow)~~ discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.

Arrangements between Officers and Directors

To our knowledge, there is no arrangement or understanding between ~~our~~any ~~sole~~of ~~officer~~our officers and any other person, including our ~~sole~~Board ~~director~~of Directors, pursuant to which ~~the~~such officer was selected to serve as an officer.

Other Directorships

No director of the Company is also a director of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act), except as disclosed in the biographical information for each director set forth above.

Involvement in Certain Legal Proceedings

~~Our~~To ~~sole~~our ~~officer~~knowledge, ~~and~~none ~~director~~of ~~was~~our ~~not~~officers or directors was involved in any of the following during the past ten years: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, (5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Committees of the Board

~~Our~~During 2025, the Company ~~currently~~established ~~does~~a ~~not~~Governance ~~have~~and ~~nominating~~Nominating Committee, ~~compensation~~chaired orby ~~audit~~Howard ~~committees~~D. orPalefsky. ~~committees~~The ~~performing~~Governance ~~similar~~and ~~functions,~~Nominating ~~nor~~Committee ~~does~~is ~~our~~responsible ~~Company~~for ~~have~~identifying aand ~~written~~recommending ~~nominating~~qualified candidates for director positions, ~~compensation~~developing orand ~~audit~~recommending ~~committee~~corporate ~~charter.~~governance ~~Our~~guidelines, ~~directors~~and ~~believe~~overseeing ~~that~~the itevaluation isof ~~not~~the ~~necessary~~Board toand ~~have~~management. ~~such~~The ~~committees,~~Company atestablished ~~this~~an ~~time~~Audit Committee, ~~because~~chaired ~~the~~by ~~functions~~Kelly Anderson. Our Board of ~~such~~Directors ~~committees~~believes ~~can~~that beit ~~adequately~~will ~~performed~~continue byto ~~our~~evaluate ~~Board~~the ofneed ~~Directors~~for ~~(consisting~~additional ~~solely~~standing ofcommittees ~~Mr.~~as ~~Zdanow)~~the Company’s governance structure evolves.

37Our ~~Table~~Company does not have any defined policy or procedural requirements for stockholders to submit recommendations or nominations for directors. The Board of ~~Contents~~Directors believes that, given the early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level.

Our Company does not have any defined policy or procedural requirements for stockholders to submit recommendations or nominations for directors. Our sole director believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors (consisting solely of Mr. Zdanow) will assess all candidates, whether submitted by management or stockholders, and make recommendations for election or appointment.

Stockholder Communications with the Board

A stockholder who wishes to communicate with our Board of Directors ~~(consisting solely of Mr. Zdanow)~~ may do so by directing a written request addressed to our ~~Secretary,~~Chief ~~8605~~Executive ~~Santa~~Officer ~~Monica~~at ~~Boulevard, PMB 36522, Los Angeles, CA 90069, who, upon receipt of any communication other than one that is clearly marked “Confidential,” will note~~ the ~~date~~address ~~the~~appearing ~~communication~~on ~~was received, open~~ the ~~communication,~~first ~~make~~page ~~a copy~~ of itthis ~~for~~Annual ~~our files and promptly forward the communication to the director(s) to whom it is addressed~~Report. Upon receipt of any communication that is clearly marked “Confidential,” our Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct and strives to be compliant with applicable ~~governmental~~ laws, ~~rules~~ and regulations., including SEC rules.

In lieu of ana separately designated Audit Committee, the Company’s Board of Directors ~~(consisting solely of Mr. Zdanow)~~ is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices and policies.

Director Independence

Our common stock is currently quoted on the OTCQB Market maintained by OTC Markets. The OTCQB Market does not require us to have independent members of our Board of Directors. WeThe doBoard of Directors has not ~~identify~~made ~~our~~a ~~sole~~formal ~~member~~determination ofas ~~our~~to ~~Board~~the independence of ~~Directors~~each director under applicable listing standards; however, the Company believes that the non-management directors appointed during 2025, including Ms. Kelly Anderson, Mr. ~~Zdanow~~Kauffman, asMr. ~~being~~Bond, Mr. Palefsky, Mr. Gazit, and Mr. Raad, qualify as independent directors.

AsThe Company has established a Governance and Nominating Committee as described above,. weThe doCompany does not currently have a separately designated audit, ~~nominating~~ or compensation committee.

Code of Ethics and Code of Conduct

We have adopted a Code of Ethics and a Code of Conduct. The Code of Ethics and a Code of Conduct applies to all officers, directors, and employees. ~~and~~The ~~includes~~Code ~~compliance~~of Ethics and ~~reporting~~a ~~requirements,~~Code ~~and~~of ~~procedures~~Conduct ~~for~~is ~~conflicts~~posted on the Company’s internet website. The Code of ~~interest~~Ethics also complies with requirements of the Sarbanes-Oxley Act.

We intend to disclose any amendments or future amendments to our Code of Ethics and a Code of Conduct and any waivers with respect to our Code of Ethics and a Code of Conduct granted to our principal executive officer, our principal financial officer, orand ~~any of~~ our ~~other~~principal ~~employees~~accounting ~~performing~~officer ~~similar functions~~ on our ~~corporate~~ website ~~within four business days after the amendment or waiver~~. In such case, the disclosure regarding the amendment or waiver will remain available on our website for at least 12 months after the initial disclosure. There have been no waivers granted with respect to our Code of Ethics and a Code of Conduct to any such officers or employees to date.

38 Table of Contents

Board of Directors Meetings

During the year ~~ending~~ended December 31, ~~2024~~2025, the Board ~~held~~acted noby ~~formal~~unanimous ~~meetings~~written consent on matters including the appointment of new directors, establishment of the Governance and Nominating Committee, and other corporate matters. The Company has not held an annual meeting since the Company went public in 2017.

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Policy on Equity Ownership

The Company does not have a policy on equity ownership at this time.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

While we do not have a formal written policy in place with regard to the timing of awards of options in relation to the disclosure of material nonpublic information, the Company is mindful of the regulations and requirements regarding the timing and disclosure of option grants. No equity awards were granted during 2025.

Insider Trading/Policy Against Hedging

The Company is committed to maintaining the highest ethical standards in all aspects of its operations, including compliance with ~~insider~~applicable ~~trading~~securities laws and regulations. The Company ~~maintains~~expects anall ~~Insider Trading Policy that prohibits any director~~directors, ~~officer~~officers, ~~employee~~employees orand ~~other~~their ~~insider~~immediate offamily ~~the~~members ~~Company~~to ~~from~~conduct ~~trading~~all intransactions ~~securities~~involving of the Company’s orsecurities ~~any other company while~~ in ~~possession~~compliance ofwith ~~inside~~all ~~information~~applicable ~~concerning~~securities ~~the~~laws ~~Company~~and orregulations ~~such~~and ~~other company, disseminating inside information of the Company or any other company to others (except for legitimate Company purposes~~ in accordance with ~~Company communications policies; provided that~~ the disclosing person reasonably does not expect the recipient to trade in securities, or disseminate the information to others who may trade in securities, while in possession of such Inside Information); or engaging in any other action or conduct to take advantage of inside information. Under the Insider Trading Policy, employees are prohibited from entering into pledges or margin loans of Company’s ~~securities. Our policy on~~ insider trading ~~is filed as Exhibit 19~~policy.~~1 to this Report.~~

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”)

Dodd-Frank requires public companies to provide shareholders with an advisory vote on compensation of the most highly compensated ~~executives,~~executive ~~which~~officers. ~~are~~As ~~sometimes~~a ~~referred~~smaller toreporting ~~as “say on pay~~company,” ~~as well as an advisory vote on how often~~ the ~~company will present say on pay votes to its shareholders. The~~ Company ~~plans~~is topresently ~~provide~~exempt ~~its~~from ~~shareholders~~certain ~~the~~provisions ~~right to vote on say-on-pay matters beginning at the next annual meeting~~ of ~~stockholders which~~ the ~~Company~~Dodd-Frank ~~holds after this filing~~Act.

Compensation Recovery and Clawback Policies

Under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, wethe Company can recoup ~~those~~the ~~improper~~incentive ~~payments~~compensation ~~from~~paid ~~our~~to ~~Chief~~the ~~Executive~~CEO, ~~Officer~~CFO, and ~~Chief~~other ~~Financial~~named ~~Officer~~executives ~~(if~~during ~~any).~~the ~~The~~12-month ~~SEC~~period ~~also~~following ~~recently~~the ~~adopted~~first ~~rules~~public ~~which~~issuance ~~direct~~of ~~national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if~~ the ~~company~~non-complying ~~is found to have misstated its financial results~~document. WeThis ~~plan to implement a~~ “clawback” ~~policy~~can inapply ~~the~~whether ~~future,~~or ~~if required, although we have~~ not ~~yet~~the ~~implemented~~named ~~such~~executive ~~policy~~was ~~and~~involved ~~are~~in ~~not~~the ~~yet required to~~misconduct.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of a registered class of our ~~common~~equity ~~stock~~securities to file ~~reports~~initial statements of ~~their~~beneficial ownership ~~of,~~(Form 3) and ~~transactions~~statements of changes in, ~~our~~beneficial ownership (Forms 4 or 5) of common stock with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of ~~the~~all ~~reports~~Section 16(a) forms they file.

On February 26, 2025, each of Claude Zdanow, ~~Tricia~~Patricia Kaelin and Christopher Becker filed a late Form 3 reporting their respective ~~appointments~~positions aswith ~~executive~~the ~~officers~~Company. ofTo the Company’s ~~(and~~knowledge, inbased solely on review of the ~~case~~copies of ~~Mr.~~such ~~Zdanow~~reports and amendments thereto furnished to the Company, asall aSection ~~director~~16(a) onfiling ~~June~~requirements ~~13,~~applicable ~~2024,~~to ~~December~~its 1officers, ~~2024~~directors and beneficial owners of greater than 10% of its equity securities were otherwise timely satisfied during the fiscal year ended December 231, ~~2024~~2025, ~~respectively~~except as noted above and any late filings by newly appointed directors during 2025, for which Forms 3 were filed.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation of (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level; (ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year, if any; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year (collectively, the “Named Executive Officers”).

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Summary Compensation Table*

Name And Principal Position	Fiscal Year EndedDecember 31	Salary($)		Bonus($)		StockAwards($)#		Option Awards($)#		All Other Compensation($)		Total($)
Claude Zdanow(1)	2024		360,000		-		-		-	45,000**			405,000
Claude Zdanow	2025		480,000		-		1,000,000		-		90,000**		1,570,000
CEO	~~2023~~2024		~~240~~360,000		-		-		-	90,000**	45,000**		~~330~~405,000
Patricia Kaelin(2)	2024		20,833		-		-		-		-		20,833
Patricia Kaelin(1)	2025		160,000		-		400,000		-		-		560,000
CFO	2024		-20,833		-		-		-		-		~~191~~20,~~667~~833
Christopher Becker	~~2024~~2025		~~191~~200,~~667~~000				38,100						~~170~~238,~~707~~100
President	~~2023~~2024		~~170~~191,~~707~~667										191,667
Elijah May, (3)	2024		83,701		-		-		-		-		83,701
CEO, President and COO	2023		115,682		37,500		-		-		-		153,182

________________

*	Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned any non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above.
**		Consists of a home office stipend.
#	The fair value of stock issued for services computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 on the date of grant. The fair value of options granted computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 on the date of grant.
(1)	On August 31, 2025, Ms. Kaelin ceased serving as the CFO. At that time, Mr. Zdanow ~~became~~was ~~our~~appointed ~~Chief~~as ~~Executive~~CFO ~~Officer~~in onaddition ~~June~~to ~~13,~~his ~~2024~~role as CEO.
(2)	Ms. Kaelin joined the Company on December 1, 2024.
(3)	Mr. May resigned from his role as Chief Executive Officer effective June 13, 2024.

We do not provide our officers or employees with pension, stock appreciation rights, long-term incentive, profit sharing, retirement or other plans, although we may adopt one or more of such plans in the future.

We do not maintain any life or disability insurance on any of our officers.

We do not have any outstanding options, warrants or other securities which provide for the issuance of additional shares of our common stock as compensation for services of directors or officers.

We have no directors other than Mr. Zdanow, who is our sole executive officer and whose compensation is included above.

Employment Agreements; Outstanding Equity Awards; Key Man Insurance

Employment Agreements

Claude Zdanow

Mr. Zdanow is employed as the Chief Executive Officer of ONAR, LLC under an employment agreement with a term that commenced on August 1, 2024. Mr. Zdanow’s annual base salary is $360,000. In addition to his base salary, Mr. Zdanow is entitled to an annual cash performance bonus, which Mr. Zdanow can elect to take in the Company’s common stock based on the attainment of individual and/or other performance objectives as determined by the Board. Mr. Zdanow will be entitled to earn a one-time $1,000,000 bonus payable in cash or stock at Mr. Zdanow’s election, or deferred if we do not have sufficient cash to make the bonus payment, upon our successful acquisition or acquisitions of a company or companies that increase our EBITDA by at least $1,000,000. In addition, Mr. Zdanow ~~will~~was be entitled to receive stock options to purchase 300% of his base salary under the 2025 Plan as of December 31, 2025. These stock options will vest (a) 12.5% after 6 months, (b) 37.5% after 1 year, (c) 25% after 2 years, and (d) 25% after 3 years following the commencement of Mr. Zdanow’s employment. Additionally, he is also entitled to participate in the health, dental and retirement benefit plans as are made available by the Company for its other US-based executive officers, as well as indemnification by the Company to the fullest extent permitted by law, and the Company’s organizational documents. The employment agreement may be terminated by either party at any time on three-months’ notice. If Mr. Zdanow is terminated by the Company without cause and not due to Mr. Zdanow’s disability, then, upon Mr. Zdanow’s separation from service, subject to Mr. Zdanow’s compliance with the employment agreement, in addition to the accrued obligations, the Company shall pay to Mr. Zdanow an amount in cash equal to twelve (12) months of Mr. Zdanow’s base salary. In addition, the Company will continue to provide medical insurance to Mr. Zdanow (at the same standard as prior to termination) for the period Mr. Zdanow is eligible for severance payments. Mr. Zdanow’s employment agreement contains customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement.

Table of Contents

Patricia Kaelin

Ms. Kaelin iswas employed as the Chief Financial Officer of ONAR, LLC under an employment agreement with a term that commenced on December 1, 2024. Ms. Kaelin’s annual base salary iswas $250,000. In addition to her base salary, MrMs. ~~Zdanow~~Kaelin iswas entitled to a bonus in the amount of 100% of Ms. Kaelin’s annual base salary for achieving budgeted EBITDA in any fiscal year plus an additional 1% for every 1% over budgeted EBITDA up to a total of 200% of annual base salary, as calculated by the Company in good faith. In addition, Ms. Kaelin ~~will~~was be entitled to receive a grant of common stock of $400,000 that will vest (a) 25% after 90 days, (b) 25% after 1 year, (c) 25% after 2 years, and (d) 25% after 3 years. Additionally, she iswas also entitled to participate in the health, dental and retirement benefit plans as are made available by the Company for its other executive officers. ~~Upon a termination of the employment agreement by the Company for any reason other than cause, disability or death or by~~ Ms. Kaelin ~~for good reason, the Company must pay Ms. Kaelin an amount of severance of up to 35% of Ms. Kaelin~~’s ~~base salary, calculable as set forth in the~~ employment agreement~~. Ms.~~ ~~Kaelin’s~~contained ~~employment agreement contains~~ customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement. Ms. Kaelin resigned from her position effective on August 31, 2025.

Outstanding Equity Awards at Fiscal Year-End

The Company: (i) did not grant any stock options to its executive officers or directors during the year ended December 31, ~~2024~~2025; (ii) did not have any outstanding unvested equity awards as of December 31, ~~2024~~2025; and (iii) had no options exercised by its Named Executive Officers in the fiscal year ended December 31, ~~2024~~2025.

Key Man Insurance

The Company does not hold “Key Man” life insurance on any of its officers or directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents certain information regarding the beneficial ownership of all shares of common stock as of ~~April~~June 811, ~~2025~~2026 by (i) each person who owns beneficially more than five percent (5%) of the outstanding shares of common stock based on ~~111~~182,~~002~~178,~~035~~195 shares outstanding as of ~~April~~June 811, ~~2025~~2026, (ii) each of our directors, (iii) each named executive officer and (iv) all directors and officers as a group. Except as otherwise indicated, all shares are owned directly.

4029 Table of Contents

Beneficial ownership is determined in accordance with the rules of the ~~Securities~~SEC and ~~Exchange Commission and~~ includes voting and/or investing power with respect to securities. We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Additionally, shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of ~~April~~June 811, ~~2025~~2026, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is ~~8605~~990 ~~Santa~~Biscayne ~~Monica Boulevard~~Blvd, ~~PMB~~ ~~36522~~5th Floor, ~~Los~~ ~~Angeles~~Miami, FL ~~CA 90069~~33132.

Name and Address of Beneficial Owner	Common Shares Beneficially Owned			~~Common Ownership Percentage~~	Common Ownership Percentage	~~Series A Preferred Stock Shares Beneficially Owned~~		Series A Preferred Stock Shares Beneficially Owned	~~Series A Preferred Stock Percentage (1)~~			Series A Preferred Stock Percentage (1)	~~Total Voting Percentage (2)~~		Total Voting Percentage (2)
Officers and Directors
Claude Zdanow (3)	~~75,000,000~~	~~(3)~~164,001,780	(3)	~~67.57~~	%	60.5	~~1,000~~%		1,000	~~100~~	%		~~91.2~~100	%		71.2	%
Patricia Kaelin	0			*			0			*			*
Christopher Becker		-			*				-			*			*
Christopher Becker	0			*			0			*			*
Scott Kauffman		-			*				-			*			*
All officers and directors as a group (3 persons)	75,000,000			67.57	%		1,000			100	%		91.2	%
Jon Bond		-			*				-			*			*
Howard D. Palefsky		-			*				-			*			*
Mark Gazit		-			*				-			*			*
Reda Raad		-			*				-			*			*
All officers and directors as a group (2 persons)		164,001,780				60.5	%		1,000				100	%		71.2	%

___________

* Less than 1%.

(1) The 1,000 shares of Series A Preferred Stock have the right, voting in aggregate, to vote on all stockholder matters equal to fifty-one percent (51%) of the total vote.

(2) Based on ~~408~~371,~~171~~792,~~051~~234 total voting shares, including ~~111~~182,~~002~~178,~~035~~195 shares voted by our common stockholders ~~208~~and 189,~~167~~614,~~236~~039 voting shares voted by our Series A Preferred Stockholder, ~~and 89,001,780 shares issuable upon conversion of outstanding shares of our Series C Preferred Stock Mr. Zdanow~~ (see also footnote 1).

(3) Shares are held indirectly through Mt Olympus Ventures, Inc. (“Mt Olympus”). Mr. Zdanow is the sole owner of Mt Olympus. The business address of Mt Olympus is 15442 Ventura Blvd., Suite 101, Sherman Oaks, CA 91403. Common shares beneficially owned by Mr. Zdanow include 75,000,000 shares of Common Stock owned by Mt Olympus and 89,001,780 shares of Common Stock issuable upon conversion of outstanding shares of our Series C Preferred Stock owned by Mt Olympus.

4130 Table of Contents

Change of Control

The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.

Equity Compensation Plan Information

The following table sets forth information, as of December 31, ~~2024~~2025, with respect to our compensation plans under which common stock is authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (A)		Weighted-average exercise price of outstanding options, warrants and rights (B)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A) (C)
Equity compensation plans approved by stockholders		-	$	-		-
Equity compensation plans not approved by stockholders (1)		-	$	-		45,000,000
Total		-	$	-		45,000,000

(1) Consists of awards available for future issuance under the ONAR Holding Corporation 2025 Omnibus Incentive Plan.

ONAR Holding Corporation 2025 Omnibus Incentive Plan

On February 6, 2025, the Board approved and adopted the Company’s 2025 Omnibus Incentive Plan (the “2025 Plan”). The 2025 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to any limitations provided by federal or state securities laws, to receive (i) options, (ii) stock appreciation rights, (iii) restricted shares, (iv) restricted stock units, (v) performance-based awards, (vi) other share-based awards, (vii) other cash-based awards, or (viii) any combination of the foregoing. In making such determinations, the Board may take into account the nature of the services rendered by such person, his or her present and potential future contribution to the Company’s success, and such other factors as the Board in its discretion shall deem relevant. A total of 45,000,000 shares of common stock are authorized for awards under the 2025 Plan. No shareholder approval iswas required for the adoption of the 2025 Plan, which became effective upon approval by the Board. On March 31, 2026, the Company filed a post-effective amendment to terminate the offerings of shares pursuant to the registration statement on Form S-8 relating to the shares registered pursuant to the 2025 Plan and terminated the 2025 Plan.

42 Table of Contents

The Company repaid these advances as funds were available and in some instances remitted amounts in excess of the advances made which were applied to future expenses of the Company. The following tables detail the cash loaned, direct expenses paid and cash repayments made by the Company during the years ended December 31, 2024 and 2023.

Year ended December 31, 2024
Cash Advances		Directly Paid Expenses		Expense Reimbursements		Cash Repayments
$	844,202	$	-	$	395,829	$	(681,755	)

Year ended December 31, 2023
Cash Advances		Directly Paid Expenses		Expense Reimbursements		Cash Repayments
$	955,116	$	3,848	$	-	$	(884,940	)

As of December 31, 2024 and 2023, $190,579 and $170,616 was due from the Company’s CEO and is reflected in ‘accrued expenses advances, related party’ in the accompanying consolidated balance sheets.

Advance to Affiliated Entity

During ~~June~~the ~~2024~~year ended December 31, 2024 and prior to the acquisition of HLDCO the Company advanced an entity controlled by ~~Claude~~the ~~Zdanow~~Company’s CEO $400,700. The ~~proceeds~~purpose of this advance ~~were~~was ~~used~~to enable that entity to purchase the ~~shares~~Company’s ofoutstanding super-voting Series A Preferred Stock ~~owned~~from bythe ~~Elijah~~prior ~~May~~controlling shareholder, which facilitated the change of control and subsequent reverse-merger transaction described in Note 2. ~~This~~ ~~advance~~On isMarch ~~informal~~11, ~~due~~2025, onthis ~~demand~~advance was formalized into a promissory note receivable. Under the new terms, the note bears interest at 5% per annum, requires no ~~interest~~monthly ~~and~~payments, is unsecured and is due on March 11, 2035. The AsCompany ofclassifies ~~December~~this 3110-year note receivable as loan receivable under ASC 310, ~~2024~~as ~~the~~it ~~balance~~has ~~remains~~the ~~outstanding~~positive intent and ability to hold the note until its maturity date. The note is ~~included~~initially inrecognized ~~‘employee~~at ~~loans~~fair ~~receivable~~value, ~~net’~~and onis measured at amortized cost using the ~~accompanying~~effective ~~consolidated~~interest method subsequently. The note is presented on the balance ~~sheets~~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.

On31 ~~March~~Table 11, 2025, this advanced 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 promissory note as a held-to-maturity debt instrument under ASC 320, 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.~~Contents

43As ~~Table~~ of ~~Contents~~December 31, 2025 the balance remains outstanding and is included in ‘Advance to affiliated entity’ on the accompanying consolidated balance sheets.

~~Accrued~~Advances ~~Expenses,~~to ~~Related~~related ~~Party~~party

AsDuring ofthe year ended December 31, ~~2024~~2025, the Company ~~owed~~made acertain ~~related~~advances ~~party~~to ~~$37,500~~a inrelated ~~the form of an advance~~party. ~~This~~These ~~advance~~advances ~~was~~were ~~included~~unsecured, indue ~~the~~on ~~acquisition~~demand ~~of Reliant~~ and ~~has~~did not ~~been~~bear ~~repaid.~~or ~~The~~accrue ~~advance is due on demand, bears no~~ interest ~~and unsecured~~. ~~This~~These ~~advance is reflected in ‘accrued expenses and~~ advances, ~~related~~we ~~party’~~repaid induring the ~~accompanying~~fourth ~~consolidated~~quarter ~~balance~~of ~~sheets~~2025.

Revenues and Accounts Receivable, ~~Related~~related ~~Party~~party

During the years ended December ~~2024~~31, 2025 and ~~2023~~2024, the Company recognized revenues of approximately $~~640,000~~-0- and $~~606~~81,~~000~~955, respectively, to entities which share common management. As of December 31, ~~2024 and 2023~~2025, ~~approximately~~all $0amounts ~~and $19,000 was~~ due from these entities ~~and~~have isbeen ~~included~~fully inreserved ~~‘Accounts~~through ~~receivables,~~an ~~related~~allowance ~~party’~~for oncredit ~~the~~losses ~~accompanying~~established ~~consolidated~~in ~~balance~~previous ~~sheets~~periods.

~~During~~Notes the year ended December 31, 2024, as part of a settlement agreement, the Company received publicly listed securities as payment for the balance due from an affiliated entity. The Company recognized approximately $118,000 of the fair value of these securities as payment for approximately $363,000 due from this entity and recognized a loss on settlement of approximately $249,000.Payable

The Company has 5 notes payable due to a related party as described in Note 7. As of December 31, 2025, accrued interest due under these notes was $-0-.

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Notes payable

	December 31,2024		December 31,2023
	December 31,2025		December 31,2024
Promissory note due to a related party which matured during March 2024, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets.	$	-	$	400,000
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).		1,029,062		-
Promissory note due to a related party maturing on December 20, 2024, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets.		164,450		130,000
Promissory note due to a related party matured on November 21, 2023, requiring interest only payments monthly, bearing interest at 12% per annum and secured by all HLDCO’s assets. This note was past due as of December 31, 2023 and was repaid during 2024.		-		17,000
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		-
Promissory note due to a related party maturing on September 27, 2024, requiring interest only payments monthly, bearing interest at 12% per annum and secured by all HLDCO’s assets.		61,000		-
Promissory note due to a related party maturing on December 20, 2025, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets.		20,000		-
Promissory note due to a related party maturing on November 10, 2024, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets.		210,000		-

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, directors and significant stockholders. However, all of the transactions described above were approved and ratified by our ~~sole~~Board ~~director~~of Directors. In connection with the approval of the transactions described above, our ~~sole~~Board ~~director~~of Directors took into account various factors, including his fiduciary duty to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors. On a moving forward basis, our ~~sole~~Board ~~director~~of Directors will continue to approve any related party transaction based on the criteria set forth above.

Conflict of Interest

The officers and directors of the Company are not involved in other business activities but may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The policy of the Board is that any personal business or corporate opportunity incurred by an officer or director of the Company must be examined by the Board and turned down by the Board in a timely basis before an officer or director can engage or take advantage of a business opportunity which could result in a conflict of interest.

4433 Table of Contents

Director Independence

Our common stock is currently quoted on the OTCQB Market maintained by OTC Markets. The OTCQB Market does not require us to have independent members of our Board of Directors. ~~We do not identify our sole member of our Board of Directors, Mr. Zdanow, as being independent.~~

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our Audit Committee of the Board of Directors approves in advance the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

The following table sets forth the fees billed by our independent accounting firm WWC, P.C., for each of our last two fiscal years for the categories of services indicated.

	Years Ended
	December 31,
Category	~~2024~~2025		~~2023~~2024
Audit Fees	$	~~100~~135,000	$	22100,~~900~~000
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	~~100~~135,000	$	22100,~~900~~000

Audit fees. Consists of fees billed for the audit of our annual financial statements and review of our interim financial information and services that are normally provided by the accountant in connection with year-end and quarter-end statutory and regulatory filings or engagements.

Audit-related fees. Consists of fees billed for services relating to review of other regulatory filings including registration statements, periodic reports and audit related consulting.

Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.

Other fees. Other services provided by our accountants.

We do not use the auditors for financial information system design and implementation. Such services, which include designing or implementing a system that aggregates source data underlying the financial statements or that generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage the auditors to provide compliance outsourcing services.

4534 Table of Contents

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

(a) Documents filed as part of this Annual Report:

(1) Consolidated Financial Statements The consolidated financial statements and notes are included herein under “Part II”-“”Item 8. Financial Statements and Supplementary Data”.

		Page
Report of Independent Registered Public Accounting Firms		F-2
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-34
Consolidated Statements of Operations		F-45
Consolidated Statements of Stockholders’ Deficit		F-56
Consolidated Statements of Cash Flows		F-67
Notes to Consolidated Financial Statements		F-78

(2)

Consolidated Financial Statement Schedules

All schedules are omitted because they are inapplicable or not required or the required information is shown in the consolidated financial statements or notes thereto.

4635 Table of Contents

(3)

Exhibits required by Item 601 of Regulation S-K

Exhibit

Filed/ Furnished

Incorporated By Reference

Number

Description of Exhibit

Herewith

~~Herewith~~Form

Exhibit

~~Form~~Filing Date

File Number

~~Exhibit~~

~~Filing Date~~

~~File Number~~

3.1

Articles of Incorporation as amended and restated

8-K

3.1

~~8-K~~2/3/2025

000-56012

~~3.1~~

~~2/3/2025~~

~~000-56012~~

3.2

Certificate of ~~Designations~~Amendment to Articles of ~~Series~~Incorporation Aof ~~Preferred~~ONAR ~~Stock~~Holding Corporation, dated September 29, 2025.

8-K

3.1

~~8-K~~10/03/2025

000-56012

~~3.1~~

~~6/17/2021~~

~~000-56012~~

3.3

~~Designations~~Amended ofand ~~Series~~Restated ~~B Preferred Stock~~Bylaws

10-K

3.6

~~8-K~~4/A15/2025

000-56012

~~4.1~~

~~7/31/2024~~

~~00-56012~~

3.4

~~Designations~~Certificate of Designation of Series CA Preferred Stock

8-K

3.1

~~8-K~~6/A17/2021

000-56012

~~4.2~~

~~7/31/2024~~

~~00-56012~~

3.5

~~Designations~~Certificate of Designation of Series DB Preferred Stock

8-K/A

4.1

~~8-K~~7/A31/2024

000-56012

~~4.3~~

~~7/31/2024~~

~~00-56012~~

3.6*

Amended and Restated Bylaws

☒

3.6

Certificate of Designation of Series C Preferred Stock

8-K/A

4.2

7/31/2024

000-56012

4.1*

Description of Securities of the Registrant

☒

3.7

Certificate of Designation of Series D Preferred Stock

8-K/A

4.3

7/31/2024

000-56012

10.1

351 Contribution Agreement between the Company and the members of HLDCO, LLC

8-K/A

10.1

7/31/2024

000-56012

3.8

Designations of Series E Preferred Stock

8-K

4.1

06/12/2025

000-56012

10.2†

ONAR Holding Corporation 2025 Omnibus Incentive Plan

8-K

10.1

2/12/2025

000-56012

4.1

Description of Securities of the Registrant

10-K

4.1

4/15/2025

000-56012

10.3†*

Employment Agreement dated as of December 1, 2024 by and between the Company and Tricia Kaelin

☒

10.1

351 Contribution Agreement between the Company and the members of HLDCO, LLC

8-K/A

10.1

7/31/2024

000-56012

10.4†*

Employment Agreement dated as of September 27, 2024 by and between the Company and Claude Zdanow

☒

10.2†

ONAR Holding Corporation 2025 Omnibus Incentive Plan

8-K

10.1

2/12/2025

000-56012

10.3†

Employment Agreement dated as of December 1, 2024 by and between the Company and Tricia Kaelin

10-K

10.3

4/15/2025

000-56012

10.4†

Employment Agreement dated as of September 27, 2024 by and between the Company and Claude Zdanow

10-K

10.4

4/15/2025

000-56012

10.5

Form of Subscription Agreement

8-K

10.1

06/12/2025

000-56012

10.6

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

10-K

10.1

09/19/2025

000-56012

10.7

Asset Purchase Agreement, dated December 31, 2025, by and among ONAR Holding Corporation. and VMED Consulting, Inc.

8-K

10.1

01/07/2026

000-56012

4736 Table of Contents

14.1

Code of Ethics and Code of Conduct

S-1

14.1

10/27/2016

333-214274

14.1*

Code of Ethics and Code of Conduct

☒

19.1*

ONAR Holding Corporation Insider Trading Policy

☒

19.1

ONAR Holding Corporation Insider Trading Policy

10-K

19.1

04/15/2025

000-56012

21.1*

Subsidiaries

☒

23.1*

Consent of ~~Farber~~WWC, ~~Hass Hurley LLP~~P.C.

☒

31.1*

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

☒

31.1**

Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting 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, Principal Financial Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

☒

32.1**

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

☒

97.1*

Clawback Policy

☒

32.2**

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

☒

101.INS*

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.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

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101.SCH*

XBRL Taxonomy Extension Schema Document

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101.SCH*

XBRL Taxonomy Extension Schema Document

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101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

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101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

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101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

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101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

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101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

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101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

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101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

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101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

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104*

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

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104*

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

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* Filed herewith.

** Furnished Herewith.

† Exhibit constitutes a management contract or compensatory plan or agreement.

ITEM 16. FORM 10-K SUMMARY

None.

4837 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 Corp
Date: April 15, 2025	By:	/s/ Claude Zdanow
Date: June 11, 2026	By:	/s/ Claude Zdanow
		Claude Zdanow
		Chief Executive Officer
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name	Title	Date
By: /s/ Claude Zdanow	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer), Principal Financial Officer and ~~Sole~~Principal Accounting Officer) and Director	Date: ~~April~~June 1511, ~~2025~~2026
Claude Zdanow
By: /s/ Patricia Kaelin	Chief Financial Officer (Principal Financial/ Accounting Officer)	Date: April 15, 2025
Patricia Kaelin

By: /s/ Howard Palefsky	Director	Date: June 11, 2026
Howard Palefsky

By: /s/ Jon Bond	Director	Date: June 11, 2026
Jon Bond

By: /s/ Scott Kauffman	Director	Date: June 11, 2026
Scott Kauffman

By:	Director	Date: June , 2026
Mark Gazit

By: /s/ Reda Raad	Director	Date: June 11, 2026
Reda Raad

By: /s/ Kelly Anderson	Director	Date: June 11, 2026
Kelly Anderson

Filing Compare · Onar Holding Corp