Filing Details
- Accession Number:
- 0001477932-25-002177
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-30 20:00:00
- Filed By:
- Claude Zdanow
- Company:
- Onar Holding Corp
- Filing Date:
- 2025-03-31
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Claude Zdanow | 75,000,000 | 0 | 75,000,000 | 0 | 75,000,000 | 67.9% |
| Mt Olympus Ventures, Inc. | 75,000,000 | 0 | 75,000,000 | 0 | 75,000,000 | 67.9% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Onar Holding Corporation (Name of Issuer) |
Common Stock (Title of Class of Securities) |
75955V108 (CUSIP Number) |
Onar Holding Corp 8605 Santa Monica Boulevard, PMB 36522 Los Angeles, CA, 90069 213-437-3081 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/14/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 75955V108 |
| 1 |
Name of reporting person
Claude Zdanow | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
75,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
In addition to the shares of common stock reported herein, the Reporting Persons own (i) 1,000 shares of the Issuer's Series A Preferred Stock, which shares have the right, voting in aggregate, to vote on all stockholder matters equal to fifty-one percent (51%) of the total vote and (ii) 10,000 shares of Series C Preferred Stock having a "Face Value" of $1,000 per share, which shares of Series C Preferred Stock are convertible by the holder into the Issuer's common stock at a conversion price equal to 90% of the Volume Weighted Average Price of the Issuer's common stock for the 10 days prior to such conversion.
Based on the number of shares of common stock outstanding as of the date of this Schedule 13D (110,485,465), as confirmed by the Issuer's Transfer Agent.
SCHEDULE 13D
|
| CUSIP No. | 75955V108 |
| 1 |
Name of reporting person
Mt Olympus Ventures, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
75,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In addition to the shares of common stock reported herein, the Reporting Persons own (i) 1,000 shares of the Issuer's Series A Preferred Stock, which shares have the right, voting in aggregate, to vote on all stockholder matters equal to fifty-one percent (51%) of the total vote and (ii) 10,000 shares of Series C Preferred Stock having a "Face Value" of $1,000 per share, which shares of Series C Preferred Stock are convertible by the holder into the Issuer's common stock at a conversion price equal to 90% of the Volume Weighted Average Price of the Issuer's common stock for the 10 days prior to such conversion.
Based on the number of shares of common stock outstanding as of the date of this Schedule 13D (110,485,465), as confirmed by the Issuer's Transfer Agent.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Onar Holding Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
8605 Santa Monica Boulevard, PMB 36522, Los Angeles,
CALIFORNIA
, 90069. |
| Item 2. | Identity and Background |
| (a) | This Statement on Schedule 13D is being filed by Claude Zdanow, an individual, and Mt Olympus Ventures, Inc., a Delaware corporation ("Mt Olympus") wholly-owned by Mr. Zdanow (the "Reporting Persons"). |
| (b) | The business address of the Reporting Persons is 8605 Santa Monica Boulevard, PMB 36522, Los Angeles, CA 90069. |
| (c) | Mr. Zdanow is the Chief Executive Officer and Director (sole director) of the Issuer. The business address of the Reporting Persons is 8605 Santa Monica Boulevard, PMB 36522, Los Angeles, CA 90069. |
| (d) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) |
| (f) | Mr. Zdanow is a citizen of the United States. Mt Olympus is a Delaware corporation. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On June 14, 2024, Mt Olympus purchased all 1,000 shares of the Issur's Series A Preferred Stock from Elijah May, former Chief Executive Officer and sole director of the Issuer, in a private transaction, for $400,000. 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. The transaction consideration used to purchase the Series A Preferred Stock was originally loaned to Mt Olympus by the Issuer. In addition, on July 25, 2024, in connection with the consummation of the transactions contemplated by the contribution agreement dated as of June 18, 2024, by and between the members of HLDCO, LLC, a Delaware limited liability company and the Issuer (formerly known as Reliant Holdings, Inc.), the Issuer issued 2,670 shares of the Issuer's Series C Preferred Stock and 100 shares of the Issuer's Series D Preferred Stock to Mt Olympus. On November 14, 2024, following the increase in authorized share capital of common stock of the Company from 70,000,000 to 450,000,000 shares of common stock, each share of Series D Preferred Stock automatically converted into 750,000 shares of the Issuer's common stock. The shares of Series C Preferred Stock are convertible by the holder into the Issuer's common stock at a conversion price equal to 90% of the Volume Weighted Average Price of the Issuer's common stock for the 10 days prior to such conversion. | |
| Item 4. | Purpose of Transaction |
The information set forth in Item 3 is hereby incorporated by reference into this Item 4.
The Reporting Persons acquired the securities for investment purposes. In the future, depending on general market and economic conditions affecting the Issuer and other relevant factors, the Reporting Persons may purchase additional securities of the Issuer or dispose of some or all of the securities they currently own from time to time in open market transactions, private transactions or otherwise.
Mr. Zdanow currently serves as the (i) sole director of the Issuer and (ii) Chief Executive Officer of the Issuer. As a director and officer of the Issuer, Mr. Zdanow may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Except as set forth in this Item 4, the Reporting Persons do not have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons retain the right to change their investment intent and may, from time to time, acquire additional shares of common stock or other securities of the Issuer, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the shares of common stock or other securities of the Issuer, if any, beneficially owned by the Reporting Persons, in any manner permitted by law. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Persons beneficially own 75,000,000 shares of the Issuer's common stock, 1,000 shares of the Issuer's Series A Preferred Stock and 2,670 shares of the Issuer's Series C Preferred Stock. |
| (b) | The Reporting Persons hold the sole power to vote 75,000,0000 shares of common stock. In addition to the shares of common stock reported herein, the Reporting Persons owns 1,000 shares of the Issuer's Series A Preferred Stock, which shares have the right, voting in aggregate, to vote on all stockholder matters equal to fifty-one percent (51%) of the total vote. |
| (c) | See Item 3, above. |
| (d) | No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares of common stock held directly by Mr. Zdanow. |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 10.1: 351 Contribution Agreement between the Issuer and the members of HLDCO, LLC (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K/A filed with the Securities and Exchange Commission on July 31, 2024)(File No. 000-56012).
Exhibit 99.1: Joint Filing Agreement, dated March 31, 2025, by and between the Reporting Persons. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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