OZVN 10-K/A
Oz Vision Inc. (OZVN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
File Number:
(Exact name of Registrant as specified in its charter)
| (State of incorporation) | (IRS Employer ID Number) | |
| (Address of principal executive offices). | (Zip Code) |
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
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
☐
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
☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | 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.
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 equity held by non-affiliates of the registrant as of the day of this form
was $
As of June 30,2025, there were shares of our common stock authorized for issue and outstanding.
EXPLANATORY NOTE
The sole purpose of this amendment is to add the XBRL portion to the Original Form 10-K.
No other changes have been made to the Original Form 10-K. This amendment does not reflect events occurring after the original filing date or modify or update in any way disclosures made in the Original Form 10-K, except as required to reflect the aforementioned correction.
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1 | Business | 4 |
| Item 1A | Risk Factors | 6 |
| Item 1B,C | Unresolved Staff Comments and Cybersecurity | 12 |
| Item 2 | Properties | 12 |
| Item 3 | Legal Proceedings | 12 |
| PART II | ||
| Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 13 |
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operation | 13 |
| Item 8 | Financial Statements and Supplementary Data | 15 |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 16 |
| Item 9A | Controls and Procedures | 16 |
| Item 9B | Other Information | 16 |
| PART III | ||
| Item 10 | Directors, Executive Officers and Corporate Governance | 17 |
| Item 11 | Executive Compensation | 18 |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management | 19 |
| Item 13 | Certain Relationships and Related Transactions, and Director Independence | 20 |
| Item 14 | Principal Accountant Fees and Services | 20 |
| PART IV | ||
| Item 15 | Exhibits and Financial Statement Schedules | 21 |
| Signatures | 22 |
| 3 |
PART I
Forward-Looking Statements
Information included in this Quarterly Report on Form 10-K (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the Private Securities Litigation Reform Act of 1995. This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of OZ Vision Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. 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.
Item 1. Business
OZ Vision Inc. (the “Company”) currently operates as transportation and logistics company with the ability to deliver merchandise and other items throughout the United States. The Company has had limited operations since its founding. On September 21, 2023, the Company acquired certain assets of Jebour Two Limited held by its subsidiary Fighting Leagues LV (“Fighting Leagues”). The acquired assets will allow the Company, should it determine to do so, to promote combat sports events and selling related media rights internationally. The assets acquired include the Nevada State Athletic Commission Professional Promoter license. The Professional Promoter license is unique, as it allows the Company in the state of Nevada to produce live Kickboxing, Boxing, and MMA shows. Additionally, the transaction included Producers Lifetime rights for the 40 shows previously held by Fighting Leagues. These rights are worldwide and perpetual, encompassing broadcast TV and production rights. Furthermore, the acquisition of the assets of Fighting Leagues also included production and stage equipment. These assets allow the Company to have the necessary equipment for producing shows at any given time. As of the date of this Report, we have not commenced any business operations that utilize the Fighting Leagues assets.
On May 5, 2024, the Company amended its Articles of Incorporation with the Nevada Secretary of State to change its name from “United Express Inc.” to “OZ Vision Inc.” The name change became effective for trading purposes on September 23, 2025, upon approval by FINRA’s Corporate Actions office. During the transition period from May 5, 2024 to September 23, 2025, the Company conducted business under both names.
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Revenues
During the years ended June 30, 2025, and 2024, the Company had revenue of $54,232 and $240,717, respectively. Revenue to date has been dependent upon the success of our transportation and logistics business. Revenue has primarily been from less than five customers and as such we are dependent upon those customers. As a result of this concentration in revenues there is doubt about the stability of our ability to generate revenues into the future.
We offer a dispatch service and logistics services to our customers including parcel shipping services for single or multiple pallets of freight to the destination requested by the customers.
As of today, we perform transportation services for B2B costumers: Business to Business.
Marketing Program
Currently, the revenue generating activities of the Company are related to transportation and logistics. The Company does minimal marketing.
Industry Background and Competition
The transportation and logistics industry is fragmented with large national and regional carriers as well as smaller independent owner operators. Typically, the transportation and logistics industry is segmented into three segments:
| ● | Private Fleet – shippers who own and operate their own fleet to move their own goods. | |
| ● | Truckload – transport large shipments from origination to destination of a complete load. | |
| ● | Less-Than-Load – carry numerous shipments from multiple shippers to create a full load. |
The Company has limited resources and many of our competitors have more substantial resources than us. Our limited resources may limit our ability to successfully compete.
Business Strategy
We provide management service for long and short distance logistics for clients in the Company’s target market areas.
Additionally, the Company has begun to explore strategic opportunities to promote, produce, and sponsor, live mixed martial arts fights. The Company owns a Nevada Promoters License which allows the Company the ability to produce live mixed martial arts events in Nevada. Mixed martial arts is one of the fastest growing sports in the United States. Live events can generate revenue through sponsorships, ticket sales, broadcast rights, and other ancillary activities. Though the Company is exploring this strategic opportunity, there can no assurances that the Company will further pursue these opportunities or that, if pursued, any of these strategic opportunities will result in a successful line of business for the Company. There is also the risk that as the Company evaluates these strategic opportunities that time and attention will be diverted from the transportation and logistics operations.
Employees
The company has no employees. All services to our customers are provided by third party consultants or contractors.
Research and Development
The Company did not perform any research and development during fiscal years 2025 and 2024.
Fees
In dispatch and logistics, we charge depending on working time and distance. In the selling process, we based on reasonable margin between wholesale price and retail price. For the period from July 1, 2024, to June 30, 2025, we generated revenues from our customers based on the above principle.
Governmental Regulation
We are subject to federal, state, local regulations and other regulations applicable to our transportation business.
Available Information
Currently our common stock is listed on OTCID marketplace. We file annual reports, quarterly reports, and other information with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended.
You can inspect and obtain a copy of our reports, proxy statements and other information filed with the SEC at the offices of the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549, or call the SEC at 1-800-732-0330 for further information. The SEC maintains an internet website at http://www.sec.gov where you can access copies of most of our SEC filings.
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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 and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Currently, shares of our common stock are publicly traded. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
Risks Related to Our Financial Condition and Business Model
We are an emerging growth company with limited historical performance to base an investment decision upon, and we may never become profitable.
We were formed on June 23, 2017. From July 1, 2024, to June 30, 2025, we have had revenues of $54,232. Cost of goods sold totaled $54,692 for a gross loss of $460 for the year ended June 30, 2025. Our operating expenses were $65,141 resulting in a net loss of $65,601 for the year ended June 30, 2025. To be successful and implement our planned activities we will likely need additional financing which we may not be able to obtain or obtain on terms that are acceptable to us.
Accordingly, before investing in our common stock, you should consider the challenges, expenses and difficulties that we will face as an early-stage logistic company, and whether we will ever become profitable.
Risks associated with operating in a high-competition industry
We face substantial competition in the industry. Due to our small size, it can be assumed that many of our competitors have significantly greater financial, technical, marketing and other competitive resources. These competitors already have a fleet of vehicles for processing shipments. Accordingly, these competitors may have already begun to establish brand-recognition with consumers. We will attempt to compete against these competitors by developing features that exceed the features offered by competitors. However, we cannot assure you that our shipment services will outperform competing products or those competitors will not develop new products that exceed what we provide. In addition, we may face competition based on price. If our competitors lower the prices on their services, then it may not be possible for us to market our services at prices that are economically viable.
As a small logistics company, we will evaluate whether or not we should buy and operate our own vans where the transportation expenses highly dependent on fuel prices, driver’s salary, maintenance, dispatch cost, insurance cost and others, therefore we can’t exactly predict the final expenses when we receive the order. There is a risk that our final expenses will be higher than other logistic companies and our customers can discontinue working with us. As a result, we have to be flexible and keep reasonable prices for our customers. Accordingly, because our revenue source is limited to those fees, we may be unsuccessful in generating sufficient revenue to compete in our business or to become profitable.
Risk relating the possibility of not achieving expected revenue
If we are unable to generate sufficient revenues for our operations, we will need financing, which we may be unable to obtain or the terms with which the financing is available are not acceptable to us; should we fail to obtain sufficient financing, our potential revenues will be negatively impacted.
For the year ended June 30, 2025, our revenue totaled $54,232. Because we have small revenues, our future revenues are unpredictable. Operating as a public reporting company may incur costs between $40,000 - $70,000 annually. As of June 30, 2025, we only had $52 in cash. If we fail to generate sufficient revenues to meet our monthly operating costs and can’t get alternative sources of income, then we will not be able to continue our business. We intend to raise additional funds from an offering of our stock in the future; however, this offering may never occur, or if it occurs, we may be unable to raise the required funding.
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Our revenues from operations are likely to be insufficient to meet our projected expenses in the short term; therefore, we will need to raise additional funds, which may not be available to us on favorable terms, if at all, thereby potentially disrupting the growth of our business and our ability to generate revenues.
We expect that our revenues from operations will be insufficient to meet our projected expenses, unless we are able to increase our revenues through other sources, such as entering into a strategic alliance with a significant television broadcaster or sports or entertainment enterprise or exploiting our digital rights. Unless we can successfully increase our revenues through these other sources (in excess of the costs we incur to generate these revenues), we will likely be required to raise additional capital through equity or debt financing in the future. Such capital may not be available, or, if it is available, may not be available on terms that are acceptable to us. A future financing may be substantially dilutive to our existing stockholders and could result in significant financial and operating covenants that would negatively impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will likely have a cash shortage which would disrupt our operations, have a material adverse effect on our financial condition or business prospects and could result in insolvency.
Risk relating when revenue comes from the several groups of customers
During the year ended June 30, 2025, we provided services to a limited number of customers. If we are unable to expand our customer base, our revenues and results of operations will be negatively impacted.
Our opportunity in the mixed martial arts business is difficult to evaluate because, should we determine to pursue it, would represent a new business model for live fighting events. The Mixed Martial Arts market may not develop as we anticipate, and we may not successfully execute our business strategy.
Our contemplated MMA business model, which we have the opportunity to pursue as a result of our acquisition of the Fighting Leagues assets in September 2023, focuses on individuals fighting in live events that will generate ticket revenue and related merchandise revenue along with broadcast rights. We have no operating history in this line of business upon which you can evaluate our prospects or performance. There can be no assurances or guarantees that this form of entertainment will be successful. The MMA industry is also rapidly growing and evolving and may not develop in a way that is advantageous for our business model. You must consider the challenges, risks and difficulties frequently encountered by early-stage companies using new and unproven business models in new and rapidly evolving markets. Some of these challenges relate to our ability to:
| ● | increase our brand name recognition; | |
| ● | expand our popularity and fan base; | |
| ● | successfully produce live events; | |
| ● | manage existing relationships with broadcast television outlets and create new relationships domestically and internationally; | |
| ● | manage licensing and branding activities; and | |
| ● | create new outlets for our content and new marketing opportunities. |
Our business strategy may not successfully address these and the other challenges, risks and uncertainties that we face, which could adversely affect our overall success and delay or prevent us from achieving profitability.
Our limited operating history makes forecasting our revenues and expenses difficult, and we may be unable to adjust our spending in a timely manner to compensate for unexpected revenue shortfalls.
As a result of our limited operating history, it is difficult to accurately forecast our future revenues. Current and future expense levels are based on our operating plans and estimates of future revenues. Revenues and operating results are difficult to forecast because they generally depend on our ability to promote events and the growth in popularity of our events. As a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected revenue shortfall, which would result in further substantial losses.
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Our failure to develop creative and entertaining programs and events with the assets acquired from Fighting Leagues would likely lead to a decline in the popularity of our brand of entertainment.
The creation, marketing and distribution of our live and televised entertainment are at the core of our planned future business and will be critical to our ability to generate revenues across our media platforms and product outlets. Our failure to create popular live events and televised programming would likely lead to a decline in our television ratings and attendance at our live events, which would likely harm our operating results.
Should we begin to sponsor MMA events, our insurance may not be adequate to cover liabilities resulting from accidents or injuries that occur during our physically demanding events.
Should we determine to pursue MMA events in the future, we would also plan to hold numerous live events each year. This schedule would expose our athletes and coaches who are involved in the production of those events to the risk of travel and event-related accidents, the consequences of which may not be fully covered by insurance. The physical nature of such events exposes athletes and coaches to the risk of serious injury or death. Although we plan to provide the necessary and required health, disability and life insurance for our athletes and coaches on an event-by-event basis, this coverage may not be sufficient to cover all injuries they may sustain. Liability extending to us resulting from any death or serious injury sustained by one of our athletes or coaches during such an event, to the extent not covered by our insurance, could adversely affect our operating results.
The markets in which we plan to operate are highly competitive, rapidly changing and increasingly fragmented, and we may not be able to compete effectively, especially against competitors with greater financial resources or marketplace presence.
For live and television audiences, we would face competition from professional and college sports, as well as from other forms of live and televised entertainment and other leisure activities in a rapidly changing and increasingly fragmented marketplace. Many of the companies with which we would compete have greater financial resources than are currently available to us. Our failure to compete effectively could result in a significant loss of viewers, venues, distribution channels or athletes and fewer advertising dollars spent on our form of sporting events, any of which could adversely affect our operating results.
A decline in the popularity of mixed martial arts, including changes in the social and political climate, could adversely affect our planned business.
Should we determine to pursue our MMA line of business, our operations would then be affected by consumer tastes and entertainment trends, which are unpredictable and subject to change and may be affected by changes in the social and political climate. We believe that mixed martial arts is growing in popularity in the United States and around the world, but a change in our fans’ tastes or a material change in the perceptions of our advertisers, distributors and licensees, whether due to the social or political climate or otherwise, could adversely affect our operating results.
Changes in the regulatory atmosphere and related private-sector initiatives could adversely affect our planned business.
Although the production and distribution of television programming by independent producers is not directly regulated by the federal or state governments in the United States, the marketplace for television programming in the United States is affected significantly by government regulations applicable to, as well as social and political influences on, television stations, television networks and cable and satellite television systems and channels. We plan to voluntarily designate the suitability of each of our television programs for audiences using standard industry practices. Changes in governmental policy and private sector perceptions could further restrict our program content and adversely affect our viewership levels and operating results, as well as the willingness of broadcasters to distribute our programming.
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Because we would depend upon our intellectual property rights in any MMA event production line of business we may determine to pursue, our inability to protect those rights or prevent their infringement by others could adversely affect our business.
Intellectual property is material to all aspects of our planned operations, and we may have to expend substantial cost and effort in an attempt to maintain and protect our intellectual property. As a result of our acquisition of the Fighting League assets, we have a portfolio of registered trademarks and service marks and maintain a catalog of copyrighted works, including copyrights to television programming and photographs. Our inability to protect our portfolio of trademarks, service marks, copyrighted material, trade names and other intellectual property rights from piracy, counterfeiting or other unauthorized use could negatively affect our planned business.
We may be prohibited from promoting and conducting our live events if we do not comply with applicable regulations.
We hold a State of Neveda Promoters License and are subject to the applicable requirements of the State of Nevada and other applicable regulatory agencies which require us to obtain licenses for promoters, medical clearances and/or other permits or licenses for athletes and/or permits for events in order for us to promote and conduct our live events. If we fail to comply with the regulations, we may be prohibited from promoting and conducting live events. The inability to present live events over an extended period of time could lead to a decline in the various revenue streams we anticipate would be generated from any live events we may sponsor, which could adversely affect our operating results.
We may not be able to generate sufficient revenues to run our business and maintain our reporting obligations.
Expenses required to operate a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.
Operating as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, audit, transfer agent, EDGAR, market maker or other professionals that could be more expensive than expected. We may also be required to hire additional staff to comply with SEC reporting requirements. We anticipate that these costs will range between $40,000 - $70,000 per year. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the OTC MARKET, or if we have secured a qualification, we may lose the qualification and our securities would no longer trade on the OTC MARKET. Further, if we fail to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then own stock in a company that does not provide the disclosures available in quarterly, annual reports and other required SEC reports that would be otherwise publicly available leading to increased difficulty in selling their stock due to our becoming a non-reporting issuer.
We currently have weaknesses in internal control over financial reporting. If we fail to rectify these weaknesses and then maintain effective controls, we may be subject to litigation and/or costly remediation and the price of our common stock may be adversely affected.
Failure to establish the required controls or procedures, or any failure of those controls or procedures once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Our management and our auditors have identified a material weakness in our disclosure controls and procedures and in our internal control over financial reporting due to insufficient resources in the accounting and finance department. Due to these weaknesses, there is more than a remote likelihood that a material misstatement of the financial statements would not have been prevented or detected.
Should we or our auditors identify any other material weaknesses and/or significant deficiencies, those will need to be addressed as well. Any actual or perceived weaknesses or conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal control over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal control over financial reporting could adversely impact the price of our common stock and may lead to claims against us.
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Risk of dilution to existing shareholders.
We may issue additional shares of our common stock to raise capital that will cause dilution to our existing stockholders. The source of additional capital to conduct our business will be through the sale of our common stock or from the exchange of shares for goods or services. Any sales of our common stock will result in dilution to our existing stockholders. As a result, our net income per share, if any, could decrease in future periods, and the market price of our common stock could also decline. Further, the perceived risk of dilution may cause our stockholders to sell their shares, which would contribute to a reduction in the selling price of our common stock.
Risk of delays in customer payments.
After service to customers of our existing logistics business is completed, customers may take up to 30 days to compensate us for our services. Therefore, our daily expenses associated with providing the services can exceed our cash flow and the delay in payment from our customers may force us to temporarily suspend services. From time to time, we are faced with situations where for various reasons, the broker does not want to make payment or partially withholds it. This happens when there are potential delivery errors.
Risks related to our management
Our management has control of our common stock and our stockholders will have limited or no input on any management decisions. Our management provide their services on a part-time basis. They may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.
We do not have an employment agreement with management, nor do we maintain key life insurance. Currently, we do not have any full or part-time employees other than our President, CEO, and Director, Andrei Stoukan. If the demands of our business require the full business time of our management, it is possible that they may not be able to devote sufficient time to the management of our business, as and when needed. If our management is unable to devote a sufficient amount of time to manage our operations, our business will fail.
Our management lacks experience in managing a public company
Our management has linted experience in managing the day-to-day operations of a public company; as a result, we may incur additional management related expenses pertaining to SEC reporting obligations and SEC compliance matters.
Our President and Chief Executive Officer, Andrei Stoukan, is responsible for managing the Company, including compliance with SEC reporting obligations, and maintaining disclosure controls and procedures and internal control over financial reporting.
We do not have an audit committee.
We do not have an audit committee These functions are performed by the Board of Directors as a whole.
Insiders have substantial control over us, and they could delay or prevent a change in our corporate control even if our other stockholders wanted it to occur.
As of June 30, 2025, our executive officers, directors, and principal stockholders who hold 5% or more of our outstanding common stock beneficially owned, in the aggregate, approximately 72% of our outstanding common stock. These stockholders are able to exercise significant control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with us even if our other stockholders wanted it to occur. As such as a minority stockholder, you may have no or limited say in the management of the company.
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There is a limited market for our common stock and our stock price may be volatile.
The market volume in trading of our common stock is expected to continue to be limited, as a result the sale of shares of our common stock may encounter lower execution prices than quoted market prices. Additionally, due to the limited market of our common stock, some factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the industries in which we operate and plan to operate, announcements made by our competitors or sales of our common stock. These factors may materially adversely affect the market price of our common stock, regardless of our performance.
Our common stock price may be volatile and could fluctuate widely in price, which could result in substantial losses for investors. In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of future dividends will be at the sole discretion of our Board of Directors after considering whether we have generated sufficient revenues, our financial condition, results of operating, cash flows, growth plans and other factors. Accordingly, investors that are seeking cash dividends should not purchase our common stock.
We are subject to penny stock regulations and restrictions as a result you may have difficulty selling your shares.
Because our securities are considered a penny stock, stockholders will be more limited in their ability to sell their shares. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make 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. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.
Nevada Anti-Takeover Laws
Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.
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Item 1B. Unresolved Staff Comments
None
Item 1C. Cybersecurity
We
have
Item 2. Properties
Our office is approximately 600 square feet and is adequate for our needs. We don’t pay rent, phone or other expenses related use the office. Our main shareholder Orsat Zovko shares his private residence with us. The production and stage equipment assets acquired from Fighting Leagues are stored at an external short term storage facility and the costs incurred for the year ended June 30, 2025, amounted to $14,713. Our storage facility rent is $1,848 per month and there is no minimum rental term and can be terminated at any time.
Item 3. Legal Proceedings
During the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:
| 1. | Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing; | |
| 2. | Any conviction in a criminal proceeding or being named a subject of 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 him or her from, or otherwise limiting, the following activities: i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; ii. Engaging in any type of business practice; or iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; | |
| 4. | Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, or banking activities, or to be associated with persons engaged in any such activity; | |
| 5. | Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; | |
| 6. | Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; | |
| 7. | Being subject to, 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; or 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 | |
| 8. | Being subject to, 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 (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
| 12 |
PART II
Item 5. Markets for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stocks are traded on the OTCID Tier of the OTC Markets Group under the symbol “UNXP”. The following table sets forth the high and low sale prices for our common stock for each quarterly period within the two most recent fiscal years.
| FY ending 6/30/2025 | FY ending 6/30/2024 | |||||||||||||||
| High | Low | High | Low | |||||||||||||
| First Quarter ended September 30 | $ | 1.49 | $ | 1.49 | $ | 1.58 | $ | 1.51 | ||||||||
| Second Quarter ended December 31 | $ | 1.49 | $ | 1.49 | $ | 1.58 | $ | 1.58 | ||||||||
| Third Quarter ended March 31 | $ | 1.49 | $ | 1.00 | $ | 1.58 | $ | 1.58 | ||||||||
| Fourth Quarter ended June 30 | $ | 1.39 | $ | 1.00 | $ | 1.58 | $ | 1.50 | ||||||||
As of June 30, 2025, we had 74 stockholders of record of our common stock. Empire Stock Transfer is our transfer agent. Located: 1859 Whitney Mesa Dr. Henderson, Nevada 89014. Telephone (702) 818-5898
Dividends
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of future dividends will be at the sole discretion of our Board of Directors after considering whether we have generated sufficient revenues, our financial condition, results of operating, cash flows, growth plans and other factors. Accordingly, investors that are seeking cash dividends should not purchase our common stock.
Equity Compensation Plans
We do not have any equity compensation plans.
Item 7. Management’s discussion and analysis of financial condition and results of operations
The following discussion and analysis should be read in conjunction with the balance sheet as of June 30, 2025 and the financial statements for the period from July 1, 2024 to June 30, 2025, included herein. The results shown herein are not necessarily indicative of the results to be expected for any future periods.
This discussion contains forward-looking statements, based on current expectations with respect to future events and financial performance and operating results, which statements are subject to risks and uncertainties, including but not limited to those discussed below and elsewhere in this Prospectus that could cause actual results to differ from the results contemplated by this forward-looking statement. We urge you to carefully consider the information set forth in this Prospectus under the heading “Note Regarding Forward Looking Statements” and “Risk Factors”.
General discussion
We are an emerging growth company incorporated in the State of Nevada on June 23, 2017, to provide a comprehensive management service for long and short distance logistics for clients in the Company’s target market area. The Company offers its customers the ability to outsource all of their hauling needs to the Company, which provides our customers with the ability to manage their shipments in a cost and time effective manner. We are currently focused on expanding our network of new customers, dispatch service, shipping companies and independent transportation providers.
| 13 |
On September 21, 2023, the Company acquired certain assets from Fighting Leagues that will allow the Company, should it determine to do so, to promote combat sports events and selling related media rights internationally. The assets acquired include the Nevada State Athletic Commission Professional Promoter license. The Professional Promoter license is unique, as it allows the Company in the state of Nevada to produce live Kickboxing, Boxing, and MMA shows. Additionally, the transaction included Producers Lifetime rights for the 40 shows previously held by Fighting Leagues. These rights are perpetual and worldwide, encompassing broadcast TV and production rights. Furthermore, the acquisition of the assets of Fighting Leagues also included production and stage equipment. These assets allow the Company to have the necessary equipment for producing shows at any given time. As of the date of this Report, we have not commenced any business operations that utilize the Fighting Leagues assets.
Results of operations
For the period from July 1, 2024 to June 30, 2025, our revenues were $54,282.
For the year ended June 30, 2025 we recorded a net loss of $65,601. This net loss was primarily a result of our operating expenses. Our gross loss was $460 while operating expenses in 2025 totaled $65,141. Operating expenses were primarily the result of occupancy costs and professional fees relating to a listed company.
Comparing the results of the Company between 2025 and 2024 saw our revenues decline by $171,495 however our net loss decreased by $2,425,696 to $65,601 in 2025. The decrease in net loss largely due to :
| ● | the consultancy fees paid for various services amounting to $2,114,000 in 2024; and | |
| ● | impairment of assets in 2024 of $447,792. |
Our balance sheet at June 30, 2025 total assets amounted to $13,709,359 and net assets amounted to $12,567,849.
Liquidity
For the period from July 1, 2024 to June 30, 2025, we had revenue of $54,282. Cash at June 30, 2025 totaled $52. We will attempt to fund from our future operations, which may be insufficient to fund such amounts and there is no assurance our estimates of these costs are accurate.
Off Balance Sheet Arrangements
We do not have any off-balance arrangements that would have any current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital recourses.
| 14 |
Item 8. Financial Statements
OZ VISION INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2025 AND 2024
OZ VISION INC.
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
| 15 |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
OZ VISION, INC.
(Formerly United Express, Inc)
Opinion on the Financial Statements
In our opinion, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10, the Company suffered an accumulated deficit of $(2,620,962), net loss of $(65,601) and a negative working capital of $(1,141,458). These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 10 to the financial statements. These 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 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits, 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters 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. 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, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Intangible assets
As discussed in Note 2 to the financial statements, the company recognized intangible assets comprising of Promoter License from the State of Nevada, and producer lifetime rights, by acquisition of a subsidiary Jebour Two Limited a holding company whose wholly owned subsidiary is Fighting League LV, Inc. by issuance of 12,380,951 at $1.05 per common shares of OZ vision, Inc.
Determination of the cost and fair value of these License and Rights, collectively classified as intangible asset, the method and rate of the amortization requires the Management used of significant judgement and estimates
The primary procedures we performed to address this critical audit matter included:
We reviewed and challenged the reasonableness of key management assumptions used for the estimate.
| ■ | We reviewed the report of the independent valuation firm that perform the valuation of the intangible assets. | |
| ■ | We assessed the suitability of the method used by the expert in valuation of the assets. | |
| ■ | We evaluated the reasonableness of the valuation methodology and discount rate | |
| ■ | We performed data integrity check including accuracy of sample journal entries by checking them to approved supporting documents. |
/S/
BOLADALE LAWAL & CO.
(Chartered Accountants)
(PCAOB
ID
We have served as the Company’s auditor since 2025.
October 15, 2025
| F-1 |
OZ VISION INC.
BALANCE SHEETS (AUDITED)
JUNE 30, 2025 AND JUNE 30, 2024
| June 30, 2025 | June 30, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| TOTAL CURRENT ASSETS | $ | $ | ||||||
| NON-CURRENT ASSETS | ||||||||
| Intangibles | $ | $ | ||||||
| Production and Stage Equipment, net | $ | $ | ||||||
| TOTAL NON-CURRENT ASSETS | $ | $ | ||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLERS’S EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Other Payable | $ | $ | ||||||
| Accounts Payable | $ | $ | ||||||
| TOTAL CURRENT LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock, $ par value; shares authorized $ shares issued and outstanding at June 30, 2025 and at June 30, 2024, respectively | $ | $ | ||||||
| Additional paid in capital | $ | $ | ||||||
| Net loss accumulated | $ | ( | ) | $ | ( | ) | ||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLERS’ EQUITY | $ | $ | ||||||
See notes to financial statements
| F-2 |
OZ VISION INC.
STATEMENTS OF OPERATIONS (AUDITED)
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
For the year ended June 30, 2025 | For the year ended June 30, 2024 | |||||||
| REVENUES | ||||||||
| Sales | $ | $ | ||||||
| TOTAL REVENUES | $ | $ | ||||||
| COST OF GOODS SOLD | ||||||||
| Cost of Goods | $ | $ | ||||||
| TOTAL COST OF GOODS SOLD | $ | $ | ||||||
| $ | - | $ | - | |||||
| Gross Profit | $ | ( | ) | $ | ||||
| Operating expenses: | ||||||||
| Advisory and Consultancy Fees | $ | $ | ||||||
| Production Equipment theft loss | $ | $ | ||||||
| Temporary storage fees | $ | |||||||
| OTC Market and Registration Fees | $ | $ | ||||||
| General and administration expenses | $ | $ | ||||||
| TOTAL OPERATING EXPENSES | $ | $ | ||||||
| Gross Loss | $ | ( | ) | $ | ( | ) | ||
| INCOME TAXES | $ | $ | ||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER BASIC AND DILUTED SHARE | $ | $ | ||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||||||
See notes to financial statements
| F-3 |
OZ VISION INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (AUDITED)
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
| Common Stock | Accumulated | Total Stockholders’ | ||||||||||||||||||
| Shares | Par Value | APIC | Deficit | Equity | ||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Shares issues to acquire Intangibles and Equipment | $ | $ | $ | |||||||||||||||||
| Issuance for services pursuant to Advisory and Consultancy Fees | $ | $ | $ | |||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | - | $ | ( | ) | $ | ( | ) | |||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See notes to financial statements
| F-4 |
OZ VISION INC.
STATEMENTS OF CASH FLOWS (AUDITED)
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
For the year ended June 30, 2025 | For the year ended June 30, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Change in accounts payable and other payable | $ | $ | ||||||
| Production Equipment theft loss | $ | $ | ||||||
| Share based payment | $ | $ | ||||||
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | $ | ( | ) | $ | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of intangibles, Production and Stage Equipment | $ | $ | ( | ) | ||||
| Net cash used in investing activities | $ | $ | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| NET INCREASE (DECREASE) IN CASH | $ | ( | ) | $ | ||||
| CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | $ | $ | ||||||
| CASH AND CASH EQUIVLANTS - ENDING OF PERIOD | $ | $ | ||||||
| Supplemental Cash Disclosures | ||||||||
| Issuance of shares to acquire Intangibles and Equipment | ||||||||
See notes to financial statements
| F-5 |
OZ VISION INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 1 — Description of Business
We are an Emerging Growth Company with revenue generating operations. We were formed on June 23, 2017.
OZ Vision Inc. operates as a general company of transportation and logistics - to deliver merchandises and other items for companies and individuals across the United States. As such, it is difficult to determine the average customer of the Company as the business has the freedom and the ability to effectively arrange for the transportation of any type of merchandise. On September 21, 2023, the Company entered into an agreement with Jebour Two Limited and the shareholders of Jebour Two (collectively Jebour) to issue shares. The shares issued were to three non “U.S. persons” in an “offshore transaction (as those terms are defined in Regulation S of the Securities Act of 1933). Relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933, as amended.
Jebour Two was a holding company, whose wholly owned subsidiary is Fighting Leagues LV (“Fighting Leagues”). Fighting Leagues owns assets that allows the company to promote combat sports events and selling related media rights internationally. The transaction includes the Nevada State Athletic Commission Professional Promoter license. The Professional Promoter license is unique, as it allows the Company to produce live Kickboxing, Boxing, and MMA shows in the state of Nevada. Additionally, the transaction included Producers Lifetime rights for the 40 shows previously held by Fighting Leagues. These rights are the lifetime, encompassing broadcast TV and production rights, and for worldwide applicability. Furthermore, the acquisition of Fighting Leagues also included Production and Stage Equipment. These assets allow the Company to have the necessary equipment for producing shows at any given time.
NOTE 2 — Significant Accounting Policies and Recent Accounting Pronouncements
Basis of Presentation
The Company uses the accrual basis of accounting and accounting principles. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of June 30,2025 (audited) and June 30, 2024 (audited) pursuant to the rules and regulations of the United States Securities and Exchange Commission (`SEC”). The Company has adopted June 30 fiscal year end.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with 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 period. Actual results could differ materially from those estimates.
| F-6 |
OZ VISION INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 2 —Significant Accounting Policies and Recent Accounting Pronouncements - continued
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Intangible Assets
Intangible
assets include the Professional Promoter license and Producers Lifetime rights. The Company’s Professional Promoter license is
expected to generate cash flows indefinitely. Consequently, this asset is classified as an indefinite-lived intangible asset and accordingly
is not amortized but reviewed for impairment annually, or sooner under certain circumstances. The Company performed an impairment analysis
in 2025 and concluded that no impairment in the Professional Promoter license occurred. The Company estimates the fair value of its indefinite-lived
intangible asset using an income approach, specifically, based on discounted cash flows. The carrying amount of this asset at the date
of acquisition is $
Production and Stage Equipment
Production
and stage equipment are stated at cost less accumulated depreciation. Production and stage equipment is depreciated over the straight-line
method using useful lives ranging from
Fair Value of Financial Instruments
ASC 825, ‘Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2025 and 2024. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 ‘Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
| F-7 |
OZ VISION INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 2 —Significant Accounting Policies and Recent Accounting Pronouncements - continued
Revenue Recognition
We base our judgment on guidance ASC 606.
The Company considered recognizes its revenue on the accrual basis, which considers revenue to be earned when the services have been performed. We considered gross revenue as a principal. Our revenue includes payments from the costumers for the logistic and dispatch business.
We evaluate the nature of our promises under the contracts and use judgment to determine whether the contracts include services, which we would need to evaluate for a material right or a performance obligation with quantity of services to be delivered.
ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) amends revenue recognition guidance within ASC 606 for these types of transactions. To determine the nature of its promise to the customer, the entity should:
| 1. | Identify the specified goods or services to be provided to the customer, and |
| 2. | Assess whether it controls each specified good or service before that good or service is transferred to the customer. |
| We are primarily responsible for fulfilling the promise to provide the specified service. | |
| We have the inventory risk before the specified service has been transferred to a customer, or after transfer of control to the customer (for example, if the customer has a right for cancel or return). |
Operating Segments:
The
chief decision-maker monitors the revenue streams of the various services, operations are managed, and financial performance is evaluated
on a Company-wide basis. Discrete financial information is not available other than on a Company-wide basis. Accordingly, all operations
are considered by management to be aggregated into
Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (ASU 2023-09), which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024 (fiscal 2026). The Company is currently evaluating the impact of ASU 2023-09 on the financial statements.
| F-8 |
OZ VISION INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 3 — Production and Stage Equipment
Year-end production and stage equipment owned by the Company were as follows. The production and stage equipment were not placed into service during the year ended June 30, 2025.
| Production equipment acquired | $ | |||
| Less: Theft loss | ( | ) | ||
| Production equipment, net | $ | |||
| Stage equipment acquired | $ | |||
| Total Production and Stage equipment | $ |
On
December 21, 2023, the Company became aware of the theft of $
The Company expects to commence the use of such assets
in the quarter ended 30 June 2026 and once the assets are ready for use and in operations, the Production and Stage Equipment is expected
to have an useful life between
NOTE 4 — Concentration of Credit Risk
The
Company maintains cash balances at a Bank of America financial institution. The balance, at any given time, may exceed FDIC insurance
limits of $
NOTE 5 — Concentrations
We have a small group of customers from whom we received the income and in the present time we can’t diversify in order to mitigate the risks.
NOTE 6 — Debt and Accounts Payable
The
Company had no debt other than accounts payable. Accounts payable includes $
NOTE 7 —Capital Stock
The Company authorized shares of common stock with a par value of $ per share. As of June 30, 2025, there were shares of the Company’s common stock issued and outstanding.
Need the shareholder information like below
As of June 30, 2025, there were shares of the Company’s common stock issued and outstanding. The breakdown of the shareholders are as follows:
| ● | were held by Cristophe Beverly Hills, LLC., address: 35 Raymond St Darien, CT 06820; | |
| ● | were held by Unity Global FZCO, address: Dubai Silicon Oasis, DDP Bldg. A2 Dubai, UAE; | |
| ● | were held by Orsat Zovko, address: Gajeva Ulica 59, Zagreb, 10000, Croatia; and | |
| ● | were held by 75 non-affiliated shareholders. |
As of June 30, 2025, and June 30, 2024, there were outstanding stock options or warrants.
| F-9 |
OZ VISION INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 8 — Income Taxes
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. A full valuation allowance was recorded at June 30, 2025 and 2024, due the operating history and uncertain future prospects of the Company.
ASC Subtopic 740.10. 30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Subtopic 740.10 provides guidance on recognition and measuring tax positions taken or expected to be taken in a tax return that directly or indirectly affect amounts reported in financial statements.
At
year-end 2025, the Company had net operating loss $(
The Company did not record any expense related to interest and penalties for income taxes for the years ended June 30, 2025, and 2024.
The Company is subject to U.S. federal income tax. We have no material uncertain tax positions for any of the reporting periods presented.
NOTE 9 — Related Party Transactions
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit- sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Fighting League LV
On 23 May, 2023, Final Fight Championship Inc, A company
owned and controlled by Orsat Zvoko a majority shareholder of OZ Vision, Inc. transferred the producer lifetime right for FFC events to
Fighting League LV a subsidiary of OZ Vision, Inc. The transferred assets were ultimately included in the consolidated balance sheet of
OZ Vision, Inc. As of June 30 2025 and 2024 the value of the transferred assets was $
The company owed $
For
the year ended June 30, 2025, and 2024 there were
NOTE 10 — Going Concern
The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.
For
the year ended June 30, 2025, the Company had a cash balance of $
| F-10 |
OZ VISION INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
NOTE 11 — Subsequent Events
The Company’s has evaluated subsequent events for recognition and disclosure through October 15, 2025, which is the date that the financial statements were available to be issued. Management reviewed all material events through June 30, 2025, the date our fiscal year ended.
Name Change: On September 23, 2025, subsequent to the Company’s fiscal year end of June 30, 2025, FINRA approved the Company’s name change from United Express Inc. to OZ Vision Inc. for trading purposes. The Company had previously filed an amendment to its Articles of Incorporation with the Nevada Secretary of State on May 5, 2024 to effect this name change.
NOTE 12 — Climate-related events impacts to financial statement.
The rule would require company to disclose, in a footnote to the financial statements, the financial statement impacts of (i) climate-related events, including severe weather events and other natural conditions such as flooding, drought, wildfires, extreme temperatures, and sea level rise, and (ii) transition activities, including efforts to reduce GHG emissions or otherwise mitigate exposure to transition risks. The Company does not have any assets that directly or indirectly are influenced by environmental factors.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
As of the end of the period covered by this Report, our President and Chief Executive Officer, Andrei Stoukan, is responsible for managing us, including compliance with SEC reporting obligations, and maintaining disclosure controls and procedures and internal control over financial reporting. These public reporting requirements and controls will require us to obtain outside assistance from legal, accounting or other professionals that will increase our costs of doing business. Should we fail to comply with SEC reporting and internal controls and procedures and to otherwise comply with other securities law provisions, our costs will increase and negatively affect our results of operations, cash flow and financial condition. Also, if we fail to comply with SEC reporting and internal controls and procedures, we may be subject to securities laws violations that may result in additional compliance costs or costs associated with SEC judgments or fines, both of which will increase our costs and negatively affect our potential profitability and our ability to conduct our business.
Management concluded there was a material weakness in our internal control over financial reporting or the year ended June 30, 2025. This conclusion is due to identified control deficiencies around the identification of errors during year end resulting in material adjusting journal entries.
Item 9B. Other Information
On
May 5, 2024,
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our sole officer and directors and their age and positions held since inception are as follows:
| Name | Age | Positions | ||
| Andrei Stoukan | 53 | Chief Executive Officer, interim Chief Financial Officer, and Director | ||
| Ralph White | 48 | Director |
Andrei Stoukan has been our Chief Executive Officer and a Director since our inception on June 23, 2017. He also serves as a director of Sprinter Express Inc., a private cargo transport company based in Mission Viejo, California, a role he has held since 2015. Mr. Stoukan graduated from the Marine College in 1990 with a specialization as a professional mechanic.
Ralph White. Mr. White was appointed as a director of the company on September 23, 2023. With over two decades of experience spearheading innovation in the fintech industry, Ralph M. White brings an exceptional blend of transformative leadership, strategic acumen, and an unyielding commitment to ethical governance. Ralph achieved certifications from McKinsey for Business Strategy and is a member of the Private Directors Association since 2021 and the Veblen Directors Programme since 2022. He served on the Board of Brookhaven Innovation Academy from 2019 – 2020 on the finance committee. He is co-founder of Downtown Coffee Company, LLC, which is aimed at acquisitions of small to mid-sized businesses in the Coffee industry.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, subject to their respective employment agreements.
Significant Employees
We have no significant employees.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officer.
Corporate Governance and Board Committees
Our Board of Directors has not established an audit, executive or director compensation committee, nominating or governance committees as standing committees or other board committee performing equivalent functions. Our Board of Directors does not have an executive committee or committees performing similar functions. The one member of our Board of Directors will participate in discussions concerning the matters that are performed by these committees.
Other Directorships
None of our directors are officers and directors of other Securities and Exchange Commission reporting companies.
Conflicts of Interest
The Company currently has no conflicts of interest.
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Involvement in Certain Legal Proceedings
There are no legal proceedings that have occurred for the period covered by this report concerning the company, our director, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.
Item 11. Executive Compensation
Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to our Chief Executive Officer, who occupied such position at the end of our latest fiscal year.
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Andrei Stoukan, CEO, CFO, Director | 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Our CEO and director did not receive salary compensation or other for his services as CEO and director for the years ended June 30, 2025 or 2024. We do not pay director fees to any of our directors.
Outstanding Equity Awards at Fiscal Year-End
| Option awards | Stock awards | |||||||||||||||||||||||||||||||||||
| Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested (#) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | |||||||||||||||||||||||||||
Andrei Stoukan | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Director Compensation.
We have not paid any director’s fees or other cash compensation for services rendered as a director since our inception to the date of this Report. The Company has no formal plan for compensating its directors for their service in their capacity as directors.
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Pay versus Performance
| Principal Executive Officer | Year | Summary Compensation Table total ($) | Compensation Actually Paid ($) | Average SCT Total for Non-PEO NEOs ($) | Average CAP for Non-PEO NEOs ($) | Company TSR ($) | Net Income (Loss) ($) | |||||||||||||||||||||
Andrei Stoukan, CEO, CFO, Director | 2025 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||
| 2024 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | 0 | (65,601 | ) | |||||||||||||||||
| 2023 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | 0 | (2,481,158 | ) | |||||||||||||||||
Employee Benefit Plans
As of June 30, 2025, we had no health, hospitalization, or medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation in the event of termination of employment or corporate change in control. We have no long-term equity incentive plans.
Employment Agreement
We have no employment agreement with our officer and director, Andrei Stoukan.
Pension, Retirement or Similar Benefit Plans
There are no agreements, arrangements or plans in which we provide pension, retirement or similar benefits to our director or executive officer. We have no material bonus or profit-sharing plans in which cash or non-cash compensation is or may be paid to our directors or executive officers.
Compensation Committee
We do not currently have a compensation committee of the Board of Directors or a committee performing similar functions. The Board of Directors as a whole participates in the consideration of executive officer and director compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following tables set forth as of June 30, 2025. The ownership of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding voting securities, our directors, our executive officers, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control. The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.
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Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has shared the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.
| Names of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Beneficial Ownership | ||||||
| 5% and Greater Stockholders | ||||||||
| Cristophe Beverly Hills, 35 Raymond St, Darien, CT 06820 | 4,667,000 | 15.89 | % | |||||
| Unity Global FZCO, Dubai Silicon Oasis, DDP Bldg A2, Dubai, UAE | 9,334,000 | 31.78 | % | |||||
| Orsat Zovko, Gajeva Ulica 59, Zagreb, 10000, Croatia | 6,895,808 | 23.48 | % | |||||
| Names of Executive Officers and Directors | ||||||||
| Andrei Stoukan | 0 | 0 | % | |||||
| Ralph White | 0 | 0 | % | |||||
This table is based upon information derived from our stock records. Applicable percentages are based upon 29,372,951 shares of common stock outstanding as of the date of this report.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Except as set forth herein, we have not been a party to any transaction, since the beginning of our last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.
Item 14. Principal Accounting Fees and Services
The Company paid fees totaling $7,262.50 to our auditor Boladale Lawal & Co for professional services rendered for the year ended 30 June 2025.
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PART IV
Item 15. Exhibits
| Exhibit No. | Description | |
| 31.1 | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, (filed hereto) | |
| 32.1 | Certification by Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed hereto) | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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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.
| OZ Vision Inc. | ||
| October 16, 2025 | By: | /s/ Andrei Stoukan |
| Andrei Stoukan | ||
| President, CEO and Director | ||
| October 16, 2025 | By: | /s/ Ralph M. White |
| Ralph M. White | ||
| Director, Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| OZ Vision Inc. | ||
| October 16,2025 | By: | /s/ Andrei Stoukan |
| Andrei Stoukan | ||
| Principal Executive Officer, Principal Accounting | ||
| and Financial Officer and Director | ||
| October 16, 2025 | By: | /s/ Ralph M. White |
| Ralph M. White | ||
| Director, Officer |
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