10-K: OZ Vision Inc. Faces Going Concern Doubt Amidst Low Revenue

OZ Vision Inc. reports substantial doubt about its ability to continue as a going concern, with minimal revenue and significant accumulated deficits, despite efforts to pivot to combat sports promotion.

Summary

• OZ Vision Inc. filed its annual report for the fiscal year ended June 30, 2026.
• The company continues to face substantial doubt regarding its ability to continue as a going concern, with $4,388 in cash, an accumulated deficit of $2,679,633, and negative working capital.
• Revenues for the year ended June 30, 2026, were $46,930, a decrease from $54,232 in the prior year.
• The company has not yet commenced operations utilizing the combat sports assets acquired in September 2023, including a Nevada Professional Promoter license.
• A material weakness in internal control over financial reporting was identified, related to control deficiencies in identifying year-end errors.
• The company's common stock is traded on the OTCID tier of the OTC Markets Group under the symbol OZVN.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as highly negative due to significant going concern issues, minimal revenue, substantial accumulated deficits, and the lack of operational progress in its new business segment.

Positives

• The company reported a decrease in net loss from $65,601 in FY2025 to $58,671 in FY2026, despite lower revenues.
• Gross profit improved to $13,084 in FY2026 from a loss of $460 in FY2025.
• The company has a Nevada Professional Promoter license, which could be valuable if the combat sports venture becomes operational.
• Production and stage equipment has been acquired, though not yet placed in service.

Negatives

• Substantial doubt exists about the company's ability to continue as a going concern due to recurring losses, accumulated deficit, and low cash balance ($4,388).
• Revenues have declined to $46,930 for the year ended June 30, 2026, down from $54,232 in the prior year.
• The company is heavily dependent on a small number of customers for its transportation and logistics business.
• A material weakness in internal control over financial reporting was identified.
• The company has not commenced operations for its acquired combat sports assets.
• The company has no employees other than its CEO, relying on third-party consultants.
• The company's common stock is considered a 'penny stock', limiting trading liquidity and imposing additional disclosure requirements on broker-dealers.
• The company does not expect to pay dividends for the foreseeable future.

Risks

• The company may be unable to continue as a going concern without additional financing, which may not be available on acceptable terms or at all.
• The company's limited operating history and small revenue base make results difficult to forecast, and profitability may never be achieved.
• Dependence on a small number of customers creates significant revenue concentration risk.
• Delays in customer payments can disrupt operations.
• The company has not commenced the combat sports business for which it acquired assets, and may never do so due to lack of capital and operational history.
• Intangible assets, primarily the promoter license, represent approximately 96% of total assets, and an impairment would significantly reduce net assets.
• The Nevada promoter license is subject to continuing regulatory requirements and could lapse or be suspended.
• Production and stage equipment has not been placed in service, has been subject to theft, and continues to incur storage costs.
• The transportation and logistics industry is highly competitive, with many competitors having greater resources.
• The company's disclosure controls and internal control over financial reporting were not effective as of June 30, 2026, due to a material weakness.
• Three stockholders beneficially own approximately 71% of the common stock, giving them significant control.
• There is a limited trading market for the common stock, leading to potential price volatility.
• Issuances of additional shares will dilute existing stockholders.

Future Outlook

The company is exploring strategic opportunities in combat sports promotion, but there are no assurances of success. Management is also focused on expanding its logistics network. The company anticipates annual costs of $40,000 to $70,000 for operating as a public reporting company.

Management Comments

• Management concluded that as of June 30, 2026, disclosure controls and procedures and internal control over financial reporting were not effective due to a material weakness.
• Management assessed the effectiveness of internal control over financial reporting using the COSO framework and concluded it was not effective due to control deficiencies in identifying year-end errors.
• The company's President and CEO, Andrei Stoukan, has certified the accuracy of the report and the effectiveness of disclosure controls and internal financial reporting, despite the identified material weakness.

Industry Context

StockSavvy.ai notes that OZ Vision Inc. operates in the highly fragmented transportation and logistics industry, facing competition from larger, better-resourced carriers. The company's pivot towards combat sports promotion places it in a rapidly growing but capital-intensive sector, where it lacks operational history and faces established players.

Comparison to Industry Standards

• The company's revenue of $46,930 for FY2026 is significantly below industry benchmarks for even small logistics providers, let alone combat sports promoters.
• The accumulated deficit of over $2.6 million and negative working capital highlight a severe financial disparity compared to established companies in either the logistics or entertainment sectors.
• The reliance on a single executive officer for all key financial and operational functions is not standard practice for companies of any significant size or ambition.
• The lack of a formal audit committee or compensation committee deviates from standard corporate governance practices expected of publicly traded entities.

Corporate Governance

Legal Proceedings

• The company is not currently a party to any material pending legal proceedings, and no such proceeding is known to be contemplated by a governmental authority.

Related Party Transactions

• As of June 30, 2026, the Company owed $1,042,647 to Final Fight Championship, Inc. (owned by significant stockholder Orsat Zovko) for the acquisition of production and stage equipment.
• During the year ended June 30, 2026, a significant stockholder paid $19,000 in storage fees on behalf of the Company.
• The Company uses its principal executive office at 1012 Corsica Ln, Las Vegas, Nevada, free of charge, under an arrangement with Vlajko Djordjevic, described as a friend and business partner of Mr. Zovko.

Stakeholder Impact

• Shareholders face significant risk of losing their entire investment due to going concern issues and potential dilution from future capital raises.
• Creditors may face uncertainty regarding repayment of outstanding payables, particularly the large amount owed to a significant stockholder.
• Employees (currently only the CEO) are subject to the company's precarious financial situation and potential operational shifts.

Next Steps

• Management is changing the company's focus from logistics to sponsoring and producing live mixed martial arts events.
• The company expects to commence use of production and stage equipment in the quarter ending December 31, 2026.
• The company will continue to file annual and quarterly reports voluntarily.
• The company will seek additional financing to fund operations.

Key Dates

Recommendation

The company exhibits severe financial distress, including substantial doubt about its going concern status, declining revenues, significant accumulated deficits, and a material weakness in internal controls. The lack of progress in its new business segment and dependence on related parties further exacerbate these risks, making it a highly speculative investment with a strong downside potential.

Keywords

OZ Vision Inc., Annual Report, Form 10-K, Going Concern, Transportation, Logistics, Combat Sports, Nevada Promoter License