OZ VISION INC.

OZ Vision Inc. operates in the transportation and logistics industry, a fragmented market comprising large national and regional carriers alongside smaller independent owner operators. The industry is segmented into three distinct categories: Private Fleet, in which shippers own and operate their own fleet to move their own goods; Truckload, which involves transporting large shipments from origination to destination as a complete load; and Less-Than-Load, which carries numerous shipments from multiple shippers to create a full load. The Company has limited resources relative to many of its competitors, which have more substantial resources, and this resource disparity may limit the Company's ability to successfully compete. The Company is also exploring strategic opportunities in live mixed martial arts promotion, a sport described as one of the fastest growing sports in the United States, where live events can generate revenue through sponsorships, ticket sales, broadcast rights, and other ancillary activities.

The Company faces substantial competition in the transportation and logistics industry, which is fragmented and highly competitive. Many competitors have significantly greater financial, technical, and marketing resources and operate their own fleets. Because the Company's costs depend on fuel prices, driver compensation, maintenance, dispatch, and insurance, the Company cannot precisely predict its costs when accepting an order, and its costs may exceed those of larger operators. If competitors reduce prices, the Company may be unable to price its services at economically viable levels. In combat sports promotion, the Company would face competition from established promoters with far greater resources. The Company's stated competitive approach in dispatch and logistics is to charge depending on working time and distance, and in the selling process to base pricing on a reasonable margin between wholesale price and retail price.

The Company generates revenue primarily through a dispatch service and logistics services offered to customers, including parcel shipping services for single or multiple pallets of freight to the destination requested by the customers. The Company provides management service for long and short distance logistics for clients in its target market areas and offers customers the ability to outsource all of their hauling needs, providing customers the ability to manage their shipments in a cost and time effective manner. Revenue is recognized on the accrual basis when services have been performed, with the Company considered a principal and gross revenue recognized. Revenue has primarily been from fewer than five customers, creating significant customer concentration and dependence. The Company also holds assets acquired in September 2023 that would allow it, should it determine to do so, to promote combat sports events and sell related media rights internationally, though as of the date of the report the Company has not commenced any business operations utilizing those assets.

The Company's transportation and logistics operations constitute its sole reportable operating segment, with the chief decision-maker monitoring revenue streams and evaluating financial performance on a Company-wide basis, as discrete financial information is not available other than on a Company-wide basis. The Company offers dispatch and logistics services, charging based on working time and distance, and provides parcel shipping services for single or multiple pallets of freight. The Company does minimal marketing. For the year ended June 30, 2026, revenues were $46,930 ¹, and for the year ended June 30, 2025, revenues were $54,232 ². Revenue to date has been dependent upon the success of the transportation and logistics business.

The Company acquired certain assets from Fighting Leagues LV on September 21, 2023, including the Nevada State Athletic Commission Professional Promoter license, which allows the Company in the state of Nevada to produce live Kickboxing, Boxing, and MMA shows. The transaction also included Producers Lifetime rights for 40 ³ shows previously held by Fighting Leagues, which are worldwide and perpetual, encompassing broadcast TV and production rights, as well as production and stage equipment. The carrying amount of the Professional Promoter license at the date of acquisition is $12,568,890 ⁴, and the carrying amount of the Producers Lifetime rights at the date of acquisition is $530,000 ⁵. The Producers Lifetime rights are amortized using the straight-line method over an estimated economic life of 3 years ⁶, but were not placed into service during the year ended June 30, 2026. The production and stage equipment, carried at $610,417 ⁷, has not been placed into service as of June 30, 2026, and the Company now expects to commence use of these assets in the quarter ending December 31, 2026, having previously expected to do so in the quarter ended June 30, 2026. In December 2023, the Company became aware of the theft of $447,792 ⁸ of production equipment from the storage facility, and the stolen equipment has not been recovered.

The Company amended its Articles of Incorporation with the Nevada Secretary of State on May 5, 2024, to change its name from United Express Inc. to OZ Vision Inc., and FINRA's Corporate Actions office approved the name change on September 23, 2025. The Company's common stock traded under the symbol UNXP through December 1, 2025, and has traded under the symbol OZVN since December 2, 2025. The Company's common stock is quoted on the OTCID tier of the OTC Markets Group. As of October 13, 2026, there were 29,372,951 ⁹ shares of common stock issued and outstanding, held by 78 ¹⁰ stockholders of record. The Company has never declared or paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The Company has no equity compensation plans, and as of June 30, 2026 and June 30, 2025, there were no outstanding stock options or warrants.

For the year ended June 30, 2026, revenues were $46,930 , a decline of $7,302 ¹¹ from revenues of $54,232 for the year ended June 30, 2025. The Company recorded a net loss of $58,671 ¹² for the year ended June 30, 2026, compared to a net loss of $65,601 ¹³ for the year ended June 30, 2025, a decrease in net loss of $6,930 ¹⁴. Cost of goods sold decreased to $33,846 ¹⁵ for the year ended June 30, 2026 from $54,692 ¹⁶ for the year ended June 30, 2025, producing gross profit of $13,084 ¹⁷ in 2026 versus a gross loss of $460 ¹⁸ in 2025. General and administration expenses increased to $39,994 ¹⁹ for the year ended June 30, 2026 from $23,043 ²⁰ for the year ended June 30, 2025 due to higher audit and professional consultancy fees. Total operating expenses were $71,755 ²¹ in 2026 versus $65,141 ²² in 2025. At June 30, 2026, total assets amounted to $13,713,695 ²³, net assets amounted to $12,509,178 ²⁴, cash totaled $4,388 ²⁵, and the accumulated deficit was $2,679,633 ²⁶, with negative working capital of $1,200,129 ²⁷.

Management is in the process of changing the focus of the Company from logistics to sponsoring and producing live mixed martial arts events, a strategic pivot that carries no assurance of success. The Company owns a Nevada Promoters License that allows it to produce live mixed martial arts events in Nevada, and it has begun to explore strategic opportunities to promote, produce, and sponsor live mixed martial arts fights. The Company is currently focused on expanding its network of new customers, dispatch service, shipping companies, and independent transportation providers, while also looking to expand business opportunities with the promoter license previously acquired. The Company expects to commence use of its production and stage equipment in the quarter ending December 31, 2026, having previously expected to do so in the quarter ended June 30, 2026, and it may defer that date again. The Company expects to commence the use of such assets in 2027 ²⁸, and once the assets are ready for use and in operations, the production and stage equipment is expected to have a useful life between 5 to 10 years ²⁹.

The combat sports promotion opportunity represents the Company's principal growth vector. The acquired assets include the Nevada State Athletic Commission Professional Promoter license, which is unique in allowing the Company to produce live Kickboxing, Boxing, and MMA shows in the state of Nevada, and Producers Lifetime rights for 40 shows previously held by Fighting Leagues, which are worldwide and perpetual and encompass broadcast TV and production rights. Live events can generate revenue through sponsorships, ticket sales, broadcast rights, and other ancillary activities. However, the Company lacks the capital required to plan and hold live events, has no operating history in combat sports promotion, and holding events requires significant planning and capital, with any potential earnings not realized for a period of months after an event is committed. The Company may never commence this line of business, and time and attention devoted to evaluating this opportunity is diverted from its transportation and logistics operations.

The Company's transportation and logistics growth vector centers on expanding its network of new customers, dispatch service, shipping companies, and independent transportation providers. The Company offers its customers the ability to outsource all of their hauling needs, providing the ability to manage shipments in a cost and time effective manner. The Company provides management service for long and short distance logistics for clients in its target market areas. However, revenue has been derived from fewer than five customers in each of the last two fiscal years, and the loss of any one of them would materially reduce revenues, with the Company potentially unable to expand its customer base. Customers may take up to 30 days ³⁰ to pay for completed services, and from time to time a broker withholds payment in whole or in part where there is a claimed delivery error, and because expenses of providing a service are incurred before payment is received, these delays can exceed available cash and force the Company to suspend services temporarily.

The Company's cost structure is dominated by operating expenses that are substantial relative to its revenue base. Operating as a public reporting company requires the Company to obtain outside legal, audit, transfer agent, and filing agent services at anticipated annual costs of $40,000 to $70,000 ³¹, which is substantial relative to revenues and reduces the funds available to develop the business. For the year ended June 30, 2026, general and administration expenses increased to $39,994 from $23,043 in the prior year due to higher audit and professional consultancy fees, while temporary storage fees were $19,000 ³² in 2026 versus $14,713 ³³ in 2025, and OTC Market and Registration Fees were $12,761 ³⁴ in 2026 versus $9,200 ³⁵ in 2025. The Company continues to incur storage costs on equipment that generates no revenue, with storage facility rent of $1,848 per month ³⁶ and no minimum rental term.

The Company's operational outlook is constrained by its lack of employees and reliance on third parties. Other than President, Chief Executive Officer and Director Andrei Stoukan, the Company has no employees, and all services to customers are provided by third party consultants or contractors. The Company's production and stage equipment has been held in a third party storage facility since 2023 and has not been placed into service, and the equipment may be further damaged, lost, or rendered obsolete before it is placed in service. The Company depends on software applications, information technology systems, computing infrastructure, and cloud service providers to operate its business, with these systems managed, hosted, provided, or used by third parties that have their own cyber security measures in place. The Company does not separately implement generally applicable industry standards or best practices processes for the assessment, identification, and management of material risks from cybersecurity threats, does not maintain a cyber incident reporting and response process, and its information security policies and procedures are not reviewed on a regular basis.

The Company has no commitments for additional capital and no credit facility, and its revenues are not sufficient to fund operating costs. The Company will require additional financing, which may not be available on acceptable terms or at all, and any financing obtained may be substantially dilutive to existing stockholders or may impose covenants that restrict operations. The Company expects that any additional capital it raises will come from the sale of its common stock or the issuance of shares in exchange for goods or services. The Company has never declared or paid a cash dividend and intends to retain future earnings, if any, to finance its business, and does not anticipate paying any cash dividends in the foreseeable future. The Company did not perform any research and development during fiscal years 2026 and 2025. The Company has no off-balance sheet arrangements that would have any current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

The Company faces structural headwinds that constrain its growth plan. There is substantial doubt about the Company's ability to continue as a going concern, as at June 30, 2026 the Company had $4,388 of cash, an accumulated deficit of $2,679,633 , and negative working capital. The Company's limited operating history and small revenue base make results difficult to forecast, and the Company may never become profitable. The Company was formed on June 23, 2017 and has had limited operations since its founding. The Company's disclosure controls and procedures and internal control over financial reporting were not effective as of June 30, 2026, due to a material weakness arising from control deficiencies in the identification of errors at year end that resulted in material adjusting journal entries. The Company has one executive officer who serves as both principal executive officer and principal financial officer, and has limited resources in accounting and finance.

The Company's intangible assets represent approximately 96% ³⁷ of total assets, and an impairment would eliminate substantially all of reported net assets. At June 30, 2026, the Company carried intangible assets of $13,098,890 ³⁸ against total assets of $13,713,695 and total stockholders' equity of $12,509,178 . The professional promoter license is treated as an indefinite-lived intangible asset, is not amortized, and is tested for impairment using an income approach based on discounted cash flows. That valuation depends on projected revenues from a line of business the Company has never operated and is sensitive to the discount rate applied and the length of the forecast period. The Company performed an impairment analysis in 2026 and concluded that no impairment in the Professional Promoter license occurred. The Company's State of Nevada promoter license is subject to continuing regulatory requirements, and its lapse would adversely affect the value of the Company's principal asset.

There is substantial doubt about the Company's ability to continue as a going concern, as at June 30, 2026 the Company had $4,388 of cash, an accumulated deficit of $2,679,633 , and negative working capital of $1,200,129 , with revenues insufficient to fund operating costs including the $40,000 to $70,000 of annual costs expected in operating as a public reporting company. The Company has no commitments for additional capital and no credit facility, and any financing obtained may be substantially dilutive or impose restrictive covenants. Intangible assets represent approximately 96% of total assets, with intangible assets of $13,098,890 against total assets of $13,713,695 and total stockholders' equity of $12,509,178 , and an impairment of the indefinite-lived professional promoter license, which is tested using an income approach based on discounted cash flows dependent on projected revenues from a line of business never operated, would eliminate substantially all of reported net assets. The Company has not commenced the combat sports business for which it acquired assets in 2023, lacks the capital required to plan and hold live events, and has no operating history in combat sports promotion. The Company depends on a small number of customers, with revenue derived from fewer than five customers in each of the last two fiscal years, and customers may take up to 30 days to pay, with broker payment withholding for claimed delivery errors potentially exceeding available cash and forcing temporary suspension of services. The Company's production and stage equipment, carried at $610,417 , has never been placed in service, has been subject to theft of $447,792 that has not been recovered, and continues to generate storage costs of $1,848 per month . Three stockholders beneficially own approximately 71% ³⁹ of the common stock and can control all matters submitted to stockholders, and the Company's disclosure controls and procedures and internal control over financial reporting were not effective as of June 30, 2026 due to a material weakness.

Management's message to shareholders is dominated by the strategic pivot from logistics to combat sports promotion, with management stating it is in the process of changing the focus of the Company from logistics to sponsoring and producing live mixed martial arts events, while acknowledging there can be no assurances that the strategic change will be successful. The Company's strategic priorities center on three themes: expanding the network of new customers, dispatch service, shipping companies, and independent transportation providers in the existing logistics business; exploring and ultimately commencing the combat sports promotion business for which assets were acquired in September 2023, including the Nevada State Athletic Commission Professional Promoter license and Producers Lifetime rights for 40 shows; and addressing the Company's severe liquidity constraints, with management noting that the Company will require additional financing that may not be available on acceptable terms or at all.The Company's forward-looking operational milestone is the expected commencement of use of its production and stage equipment in the quarter ending December 31, 2026, having previously expected to do so in the quarter ended June 30, 2026, with the Company expecting to commence use of such assets in 2027 and the equipment expected to have a useful life between 5 to 10 years once placed in service. Management has also flagged that the Company's disclosure controls and procedures and internal control over financial reporting were not effective as of June 30, 2026 due to a material weakness arising from control deficiencies in the identification of errors at year end that resulted in material adjusting journal entries, and that the Company has one executive officer serving as both principal executive officer and principal financial officer with limited resources in accounting and finance. The Company's CEO and director received no salary compensation or other compensation for his services for the years ended June 30, 2026 or 2025, and the Company does not pay director fees to any of its directors.