10-K: OZ Vision Reports Steep Revenue Drop, Shifts to MMA Focus

OZ Vision Inc. reported a significant revenue decline in fiscal year 2025, alongside a strategic pivot from its struggling logistics business towards promoting combat sports events, despite ongoing financial challenges and a material weakness in internal controls.

Summary

• OZ Vision Inc. (formerly United Express Inc.) operates as a transportation and logistics company but is strategically exploring promoting combat sports events.
• The company acquired assets of Fighting Leagues LV on September 21, 2023, including a Nevada Professional Promoter license and worldwide Producers Lifetime rights for 40 shows, along with production and stage equipment.
• As of the filing date, the company has not commenced business operations utilizing the Fighting Leagues assets.
• Revenues for the fiscal year ended June 30, 2025, were $54,232, a substantial decrease from $240,717 in the prior year.
• The company reported a net loss of $(65,601) for FY2025, an improvement from the $(2,481,158) net loss in FY2024, primarily due to significantly lower advisory and consultancy fees and no asset impairment in 2025.
• Cash on hand as of June 30, 2025, was $52, raising substantial doubt about the company's ability to continue as a going concern.
• A material weakness in internal control over financial reporting was identified for FY2025 due to insufficient resources in the accounting and finance department.
• The company's name officially changed from United Express Inc. to OZ Vision Inc. for trading purposes on September 23, 2025, following FINRA approval.

Sentiment

Score: 2

Explanation: The company faces severe financial distress with critically low cash, declining revenues, and a going concern warning. While a strategic pivot to MMA is planned, it's unproven, and the company has not yet commenced operations in this new area. Significant operational and governance risks, including a material weakness in internal controls, further dampen sentiment.

Positives

• Net loss decreased significantly from $(2,481,158) in FY2024 to $(65,601) in FY2025, primarily due to reduced advisory fees and no asset impairment.
• The acquisition of the Nevada State Athletic Commission Professional Promoter license and Producers Lifetime rights provides a new strategic direction in the growing mixed martial arts industry.
• The company holds significant intangible assets valued at $13,098,000, including the perpetual worldwide broadcast and production rights for 40 shows.

Negatives

• Revenue declined significantly by 77.47% from $240,717 in FY2024 to $54,232 in FY2025.
• The company reported a gross loss of $(460) in FY2025, compared to a gross profit of $181,167 in FY2024.
• Cash on hand was critically low at $52 as of June 30, 2025.
• The company has an accumulated deficit of $(2,620,962) and negative working capital of $(1,141,458), raising substantial doubt about its ability to continue as a going concern.
• The company has not commenced operations utilizing its newly acquired combat sports assets, and there are no assurances that this strategic shift will be successful.
• A material weakness in internal control over financial reporting was identified due to insufficient accounting and finance resources.
• Revenues are highly concentrated, dependent on less than five customers, leading to instability.
• $447,792 of production equipment was stolen in December 2023, impacting assets.

Risks

• The company is an emerging growth company with limited historical performance and may never become profitable.
• Likely needs additional financing, which may not be obtainable on acceptable terms, potentially leading to business failure.
• Operates in a highly competitive transportation and logistics industry with limited resources compared to larger competitors.
• Future revenues are unpredictable due to small current revenues and customer concentration.
• Annual public reporting costs of $40,000 $70,000 may strain limited cash resources.
• Future equity or debt financing could be substantially dilutive to existing stockholders or impose significant financial and operating covenants.
• The mixed martial arts business represents a new and unproven business model for the company, with no operating history in this sector.
• Failure to develop creative and entertaining MMA programs and events could lead to a decline in popularity and harm operating results.
• Insurance coverage for MMA events may be inadequate to cover liabilities from serious injuries or death to athletes and coaches.
• The MMA market is highly competitive, rapidly changing, and fragmented, with many competitors having greater financial resources.
• A decline in the popularity of mixed martial arts or changes in the social/political climate could adversely affect the planned business.
• Changes in regulatory atmosphere or private-sector perceptions could restrict program content and affect viewership/operating results for MMA.
• Inability to protect intellectual property rights related to MMA events could negatively affect the business.
• Failure to comply with applicable regulations (licenses, permits) could prohibit the promotion and conduct of live events.
• Weaknesses in internal control over financial reporting due to insufficient accounting and finance resources could lead to material misstatements and adversely affect stock price.
• Future issuance of common stock to raise capital will cause dilution to existing stockholders.
• Delays in customer payments (up to 30 days) in the logistics business can cause cash flow shortages and temporary suspension of services.
• Management provides services on a part-time basis and may not devote sufficient time, potentially causing business failure.
• Management lacks experience in managing a public company, potentially incurring additional expenses for SEC compliance.
• Insiders beneficially own approximately 72% of outstanding common stock, giving them substantial control and potentially delaying or preventing a change in corporate control.
• The common stock has a limited market and may experience price volatility, and is subject to penny stock regulations, making it difficult for investors to sell shares.
• The company does not implement generally applicable industry standards or best practices for cybersecurity risk assessment and management, and lacks a cyber incident reporting and response process.

Future Outlook

The company intends to shift its strategic focus from its current transportation and logistics business to promoting and producing live mixed martial arts events, leveraging its acquired Nevada Professional Promoter license and worldwide broadcast rights. However, there are no assurances that this new business model will be successfully pursued or will result in profitability, and it faces significant challenges as an early-stage venture in a competitive market. The company expects to commence the use of its production and stage equipment in the quarter ended June 30, 2026. It also anticipates needing to raise additional funds through stock offerings or other financing to meet projected expenses and support growth, as current revenues are insufficient.

Management Comments

• As of the date of this Report, we have not commenced any business operations that utilize the Fighting Leagues assets.
• 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.
• 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.
• Management is in the process of changing the focus of the Company from logistics to sponsoring and producing live mixed martial arts events. There can be no assurances that the strategic change in the Company will be successful.
• 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.

Industry Context

OZ Vision Inc. operates in two distinct and highly competitive industries: transportation and logistics, and potentially mixed martial arts (MMA). The logistics sector is fragmented, dominated by large national and regional carriers with significantly greater resources, making it challenging for a small player like OZ Vision to compete effectively on price and scale. The planned entry into the MMA industry, while targeting a fast-growing sport, also places the company against established promotions and requires substantial investment in brand building, event production, and media rights management, areas where the company currently lacks operating history and resources. The shift reflects an attempt to find a more lucrative path given the struggles in its core logistics business.

Comparison to Industry Standards

• The company's revenue of $54,232 in FY2025 is extremely low compared to established players in the logistics industry, which often generate billions (e.g., FedEx, UPS, XPO Logistics). This indicates a minimal market presence and inability to compete effectively on scale.
• The company's cash balance of $52 and negative working capital of $(1,141,458) are far below industry liquidity benchmarks, signaling severe financial distress and a significant going concern risk.
• The identified material weakness in internal control over financial reporting is a serious governance issue, contrasting sharply with the robust financial controls expected of publicly traded companies, even smaller reporting companies.
• The company's lack of employees and reliance on third-party contractors is atypical for a growing logistics or entertainment company, potentially limiting control over service quality and operational efficiency compared to integrated competitors.
• The acquisition of MMA promoter licenses and rights positions the company in a market with major players like UFC (owned by Endeavor Group Holdings, Inc.) and Bellator MMA, which have extensive operational history, global reach, and significant financial backing. OZ Vision's current lack of operational history and limited resources in this new venture present a stark contrast to these industry leaders.

Management Changes

Corporate Governance

Related Party Transactions

• On May 23, 2023, Final Fight Championship Inc., a company owned and controlled by Orsat Zvoko (a majority shareholder of OZ Vision, Inc.), transferred producer lifetime rights for FFC events to Fighting League LV, a subsidiary of OZ Vision, Inc. The value of these transferred assets was $530,000.
• The company owed $1,041,714 to Final Fight Championship, Inc. related to the acquisition of production and stage equipment.
• Total accounts payable to a significant stockholder (Orsat Zvoko's entity) amounted to $1,099,675 for the year ended June 30, 2025, associated with the acquisition of production and stage equipment.

Stakeholder Impact

• Shareholders: Face significant dilution risk from potential future capital raises. The stock is subject to penny stock regulations, limiting liquidity. Insiders hold substantial control (approx. 72%), limiting minority shareholder influence. The going concern risk and material weakness in internal controls pose substantial investment risks.
• Employees (Contractors): The company has no direct employees, relying on third-party consultants and contractors. This model may offer flexibility but could also lead to less control over service quality and potential instability for those providing services.
• Customers (Logistics): The concentration of revenue from a small customer base makes the logistics business unstable. Delays in payments from customers can impact the company's ability to provide services.
• Creditors: The company's critically low cash balance, accumulated deficit, and going concern warning indicate a high risk for creditors, particularly for the $1,041,714 owed to a significant stockholder.
• Management: Andrei Stoukan and Ralph White are operating with limited resources and part-time commitment, facing the challenge of pivoting the business while managing severe financial and operational issues.

Next Steps

• Commence business operations utilizing the acquired Fighting Leagues assets, including promoting combat sports events and selling related media rights.
• Place the Producers Lifetime rights into service.
• Place the production and stage equipment into service, expected in the quarter ended June 30, 2026.
• Seek additional financing through stock offerings or other equity/debt financing to fund operations and growth.
• Address and rectify the material weakness in internal control over financial reporting.
• Expand the customer base for the transportation and logistics business to mitigate revenue concentration risk.
• Develop creative and entertaining programs and events for the planned MMA business.
• Manage existing and create new relationships with broadcast television outlets for MMA content.

Key Dates

Recommendation

OZ Vision Inc. presents an extremely high-risk investment profile. The company is in severe financial distress, evidenced by a critically low cash balance of $52, a significant decline in revenue (77.47% year-over-year), a gross loss, and an accumulated deficit leading to a 'going concern' warning from its auditors. The strategic pivot to mixed martial arts is unproven, with no operations commenced in this new segment, and the company lacks the financial resources and operational history to compete effectively in either the logistics or MMA industries. Furthermore, the identified material weakness in internal controls, management's part-time commitment, and the high insider ownership (72%) limiting minority shareholder influence, all point to substantial governance and operational risks. The need for significant dilutive capital raises in the near future is highly probable, further eroding shareholder value. Given these overwhelming negative factors, a seasoned investor would likely recommend a strong sell.

Keywords

OZ Vision Inc., United Express Inc., 10-K, SEC filing, financial report, logistics, transportation, mixed martial arts, MMA, combat sports, promoter license, financial performance, net loss, revenue decline, going concern, internal controls, risk factors, capital raise, shareholder ownership, Andrei Stoukan, Fighting Leagues LV, Nevada Athletic Commission, OTC Markets