SCHEDULE 13D: Claude Zdanow and Mt Olympus Ventures Disclose Controlling Stake in Onar Holding Corporation

Claude Zdanow and his wholly-owned entity, Mt Olympus Ventures, Inc., have disclosed beneficial ownership of 67.9% of Onar Holding Corporation's common stock, alongside preferred shares granting 51% voting control, following a series of transactions including a loan from the Issuer.

Summary

• Claude Zdanow and Mt Olympus Ventures, Inc. (wholly-owned by Mr. Zdanow) are the reporting persons in this Schedule 13D filing.
• They beneficially own 75,000,000 shares of Onar Holding Corporation's common stock, which represents 67.9% of the total 110,485,465 common shares outstanding.
• The reporting persons also hold 1,000 shares of Series A Preferred Stock, which collectively grant 51% of the total voting power on all stockholder matters.
• Additionally, they own 2,670 shares of Series C Preferred Stock, convertible into common stock at 90% of the Volume Weighted Average Price for the 10 days prior to conversion.
• On June 14, 2024, Mt Olympus Ventures purchased 1,000 shares of Series A Preferred Stock for $400,000 from Elijah May, the former CEO and sole director of Onar Holding Corporation.
• The $400,000 used for the Series A Preferred Stock purchase was a loan provided by Onar Holding Corporation to Mt Olympus Ventures.
• On July 25, 2024, Onar Holding Corporation issued 2,670 shares of Series C Preferred Stock and 100 shares of Series D Preferred Stock to Mt Olympus Ventures.
• On November 14, 2024, following an increase in authorized common stock from 70,000,000 to 450,000,000 shares, the 100 shares of Series D Preferred Stock automatically converted into 75,000,000 shares of common stock (750,000 shares per Series D share).

Sentiment

Score: 5

Explanation: The document is a factual disclosure of a change in control and significant ownership. While it consolidates power, the financing method (loan from Issuer) and potential for dilution from preferred stock conversions introduce elements that could be viewed negatively by some investors, balancing out the stability of consolidated control.

Positives

• Consolidation of control by the current CEO and sole director, Claude Zdanow, potentially leading to more streamlined decision-making and strategic alignment.
• The stated purpose of the acquisition is for investment purposes, indicating a long-term interest in the Issuer's performance.

Negatives

• The acquisition of Series A Preferred Stock was financed by a $400,000 loan from the Issuer (Onar Holding Corporation) to Mt Olympus Ventures, a related-party transaction that could raise corporate governance concerns.
• The Series C Preferred Stock is convertible at 90% of the Volume Weighted Average Price, which could lead to significant dilution for existing common shareholders upon conversion.
• The substantial increase in authorized common stock from 70,000,000 to 450,000,000 shares facilitated the conversion of Series D Preferred Stock into 75,000,000 common shares, indicating a significant potential for future dilution.

Risks

• Potential future sales of securities by the Reporting Persons, which could impact the stock price.
• Dilution risk for common shareholders from the conversion of Series C Preferred Stock.
• Concentrated ownership and voting control (67.9% common stock, 51% preferred voting power) by a single individual (Claude Zdanow) and his entity, which could limit minority shareholder influence and corporate checks and balances.
• Potential conflicts of interest arising from the Issuer loaning funds to a related party (Mt Olympus Ventures) for the acquisition of its own preferred stock.

Future Outlook

The Reporting Persons acquired the securities for investment purposes and may purchase additional securities or dispose of existing holdings in the future, depending on general market and economic conditions affecting the Issuer and other relevant factors. Claude Zdanow, as the Chief Executive Officer and sole director, intends to have influence over the corporate activities of the Issuer.

Management Comments

• "The Reporting Persons acquired the securities for investment purposes."
• "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."
• "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."

Industry Context

This filing primarily concerns a change in control and significant ownership stake within Onar Holding Corporation, rather than broader industry trends. It reflects a consolidation of power by the current CEO and his entity, which is an internal corporate governance matter specific to the Issuer.

Management Changes

Corporate Governance

Related Party Transactions

• On June 14, 2024, Onar Holding Corporation (the Issuer) loaned $400,000 to Mt Olympus Ventures, Inc. (a wholly-owned entity of Claude Zdanow, who is the CEO and sole director of the Issuer) to facilitate the purchase of 1,000 shares of Series A Preferred Stock from the former CEO.

Stakeholder Impact

• **Shareholders:** Significant consolidation of voting power and common stock ownership by Claude Zdanow and his entity, potentially reducing the influence of minority shareholders. There is also a potential for dilution from the conversion of Series C Preferred Stock.
• **Management:** Claude Zdanow has solidified his control as CEO and sole director, backed by a significant voting and equity stake, which could lead to more centralized decision-making.

Next Steps

• Potential future purchases or sales of Onar Holding Corporation securities by the Reporting Persons.
• Potential conversion of Series C Preferred Stock into common stock by the holder.

Key Dates

Keywords

Onar Holding Corporation, Claude Zdanow, Mt Olympus Ventures, Schedule 13D, Beneficial Ownership, Preferred Stock, Common Stock, Corporate Control, Related Party Transaction, Voting Power, Dilution, SEC Filing