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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-227194

~~United~~OZ ~~Express~~Vision Inc.

(Exact name of Registrant as specified in its charter)

Nevada		82-1965608
(State of incorporation)		(IRS Employer ID Number)
4345 w. Post Rd, Las Vegas, Nevada		89118
4809 Diamond Estates Ct., Las Vegas, NV		89139
(Address of principal executive offices).		(Zip Code)

949-350-0123

(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 ☐ No ☒

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 ☐ No ☒

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 ☐ No ☒

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).

Yes ☒ No ☐

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	☐
Non-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 $12,168,870 based upon the price ($1.47) multiplied by the 8,278,143 number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.

As of June 30,~~2024~~2025, there were 29,372,951 shares of our common stock authorized for issue and outstanding.

TABLE OF CONTENTS

		Page
	PART I
Item 1	Business	3
Item 1A	Risk Factors	65
Item 1B	Unresolved Staff Comments	14
Item 1B,C	Unresolved Staff Comments and Cybersecurity	11
Item 2	Properties	1411
Item 3	Legal Proceedings	1411
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1612
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	1612
Item 8	Financial Statements and Supplementary Data	1914
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2015
Item 9A	Controls and Procedures	2015
Item 9B	Other Information	2015
	PART III
Item 10	Directors, Executive Officers and Corporate Governance	2116
Item 11	Executive Compensation	2217
Item 12	Security Ownership of Certain Beneficial Owners and Management	2318
Item 13	Certain Relationships and Related Transactions, and Director Independence	2319
Item 14	Principal Accountant Fees and Services	2319
	PART IV
Item 15	Exhibits and Financial Statement Schedules	2420
	Signatures	2521

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 ~~United~~OZ ~~Express~~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

~~United~~OZ ~~Express~~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. ~~The~~On ~~Company~~September ~~has~~21, 2023, the ~~ability~~Company toacquired ~~service~~certain ~~the~~assets ~~different~~of ~~transportation~~Jebour ~~and~~Two ~~logistics~~Limited ~~needs~~held toby ~~many~~its ~~customers,~~subsidiary asFighting ~~such,~~Leagues itLV is(“Fighting ~~difficult~~Leagues”). toThe ~~determine~~acquired assets ~~the~~will ~~average~~allow ~~customer of~~ the Company, asshould ~~the~~it ~~business~~determine ~~has~~to ~~the~~do ~~freedom~~so, ~~and the ability~~ to ~~effectively~~promote ~~arrange~~combat ~~for~~sports ~~the~~events ~~transportation~~and ofselling ~~any~~related ~~type~~media ofrights ~~shipment~~internationally. The ~~Company~~assets ~~receives~~acquired ~~orders~~include ~~from~~the ~~customers~~Nevada ~~seeking~~State toAthletic ~~move~~Commission ~~merchandise,~~Professional asPromoter ~~well as people relocating to different areas~~license. AThe ~~primary~~Professional ~~concern for~~Promoter ~~the~~license ~~Company~~ is ~~its ability to quickly respond to customer requests~~ unique, ~~provide~~as ~~affordable~~it ~~prices~~allows ~~for~~ the ~~services,~~Company ~~from~~in ~~pick up to drop off. In~~ the ~~event~~state of aNevada ~~significant~~to ~~increase~~produce inlive ~~the~~Kickboxing, ~~price of fuel~~Boxing, weand ~~will~~MMA ~~also~~shows. ~~reasonably~~Additionally, ~~increase~~the ~~prices (at a standardized rate of~~transaction ~~markup)~~included toProducers ~~ensure~~Lifetime ~~the~~rights ~~profitability~~for of the ~~business.~~40 Weshows ~~also~~previously ~~provide~~held ~~dispatch~~by ~~services~~Fighting Leagues. ~~This~~These ~~involves~~rights ~~the~~are ~~Company~~worldwide ~~doing search for transportation providers~~ and ~~connect them to cargo owners based upon delivery requirements~~perpetual, ~~transportation routes, type of shipment, equipment requirements,~~encompassing ~~cargo~~broadcast ~~size,~~TV ~~delivery time~~ and ~~price~~production rights. ~~The~~Furthermore, ~~Company~~the ~~has~~acquisition ~~begun~~of tothe ~~explore~~assets ~~strategic~~of ~~opportunities~~Fighting toLeagues ~~promote,~~also ~~produce,~~included production and ~~sponsor, live~~stage ~~mixed martial arts fights~~equipment. ~~There~~These ~~can~~assets noallow ~~assurances that~~ the Company ~~will~~to ~~further~~have ~~pursue~~the ~~these~~necessary ~~opportunities~~equipment orfor ~~that~~producing ~~these~~shows ~~strategic~~at ~~opportunities will~~any begiven ~~successful~~time. ~~There~~As isof ~~also~~ the ~~risk~~date ~~that~~of asthis Report, ~~the~~we ~~Company~~have ~~evaluates~~not ~~these~~commenced ~~strategic~~any ~~opportunities~~business operations that ~~time~~utilize ~~and attention will be diverted from~~ the ~~transportation~~Fighting ~~and~~Leagues ~~logistics operations~~assets.

On ~~September~~May 215, ~~2023~~2024, the Company ~~entered~~amended ~~into an agreement with Jebour Two Limited and~~ its ~~shareholders~~Articles toof ~~issue~~Incorporation ~~12,380,951~~with ~~shares~~the ~~in exchange~~Nevada ~~for~~Secretary ~~certain assets~~ of ~~Jebour~~State ~~Two~~to ~~Limited~~change ~~held by~~ its ~~subsidiary~~name ~~Fighting~~from ~~Leagues LV (~~“~~Fighting~~United Express ~~Leagues”)~~Inc.” ~~The shares issued were~~ to ~~three~~“OZ ~~non~~Vision “UInc.~~S. persons~~” inThe anname ~~“offshore~~change ~~transaction~~became ~~(as~~effective ~~those~~for ~~terms~~trading ~~are~~purposes ~~defined~~on inSeptember ~~Regulation~~23, S2025, ofupon ~~the~~approval ~~Securities~~by ~~Act~~FINRA’s ofCorporate ~~1933)~~Actions office. ~~Relying~~During onthe ~~Regulation~~transition Speriod ~~and/or~~from ~~Section~~May ~~4(a)(2)~~5, of2024 ~~the~~to ~~Securities~~September ~~Act~~23, ~~of 1933~~2025, asthe ~~amended~~Company conducted business under both names.

Fighting Leagues owned assets 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 the lifetime, encompassing broadcast TV and production rights, and for worldwide applicability. 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.

Revenues

During the years ended June 30, ~~2024~~2025, and ~~2023~~2024, the Company had revenue of $~~240~~54,~~717~~232 and $~~296~~240,~~422~~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.

Below is an outline of our operational steps:

1. We received the order from our customers about product, cost, weight and final destination.

2. After re-calculate profitability and time frame for the delivery we decide to take or not take this load.

3. If we agree to make a deal with our driver or an independent contractor with van which is suitable for the carriage of such cargo going for pick-up. We select independent contractor for transportation based on their ability to effectively serve our customers with respect to price, technology capabilities, geographic coverage and quality of service.

4. After that the driver sets out on the road to the final destination.

5. After delivery and unloading we give invoice to our customers and waiting for the payment.

Marketing Program

Currently, the revenue generating activities of the Company are related to transportation and logistics. The Company ~~will~~does ~~continue~~minimal ~~to review its~~ marketing ~~program and business strategy to drive revenue and profits~~.

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. The Company offers our clients the transportation ability for all of their hauling needs through one business which will provide them with the ability to manage their shipments in a cost and time effective manner. The prices are determined on a shipment basis to accommodate our customers’ needs based on our transportation capabilities, size and type of shipment, distance, route gas price, delivery time.

4Additionally, 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.

Our second business activity is a dispatch service to improve the efficiency of the clients’ supply chain management and delivery operations. These services are now heavily in demand among product distributors and retailers.

Our business strategy steps below:

● Search for cargo owners and private sellers who need transportation service; ● Communicate with owner operators, truck drivers and cargo vans owners to use their vehicles and services in the short term; ● Increase the number of wholly-owned cargo vans; ● We plan to work with auto dealers to purchase our own fleet of vehicles; ● Create a maintenance a repair shop for vehicle repairs; ● Search for cargo sellers; ● Search for drivers; ● Purchase the initial cargo vans inventories for our business; ● Create dispatch service department

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 these strategic opportunities will be successful. 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 ~~2024~~2025 and ~~2023~~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, ~~2023~~2024, to June 30, ~~2024~~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 ~~OTC~~OTCID marketplace. We file annual reports, quarterly reports, and other information with the Securities ~~and~~ 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.

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, ~~2023~~2024, to June 30, ~~2024~~2025, we have had revenues of $~~240~~54,~~717~~232. Cost of goods sold totaled $5954,~~550~~692 for a gross ~~profit~~loss of $~~181,167~~460 for the year ended June 30, ~~2024~~2025. Our operating expenses were $265,~~662,325~~141 resulting in a net loss of $265,~~481,158 for~~601 for the year ended June 30, ~~2024~~2025. To be successful and implement our planned activities we will likely need additional financing which we 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 ~~the~~a small logistics company, we will evaluate whether or not we should buy and operate our own vans where the transportation expenses ~~highly~~ highly dependent on fuel prices, driver’s salary, maintenance, dispatch cost, insurance cost and others, therefore we can’t ~~exactly~~ 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~~ 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, ~~2024~~2025, our revenue totaled $~~240~~54,~~717~~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, ~~2024~~2025, we only had $~~15,602~~52 in cash. If we we fail to generate sufficient revenues to meet our monthly operating costs and can’t get alternative sources of income, then we ~~will~~ 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~~ this offering may never occur, or if it occurs, we may be unable to raise the required funding.

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, ~~2024~~2025, we provided ~~dispatch~~ 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, ~~represents~~would arepresent 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 ano ~~limited~~ operating history in this line of business upon which you can evaluate our ~~business.~~prospects ~~Although~~or ~~we successfully operated~~performance. aThere ~~similarly focused company in Europe, there~~ can be no assurances or guarantees that this form of entertainment will be successful ~~in the United States~~. 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.

~~Our failure to develop creative and entertaining programs and events would likely lead to a decline in the popularity of our brand of entertainment.~~6

~~The~~Our ~~creation,~~failure ~~marketing~~to ~~and~~develop ~~distribution~~creative ofand ~~our~~entertaining ~~live~~programs and ~~televised~~events ~~entertainment~~with ~~are at~~ the ~~core~~assets ofacquired ~~our~~from ~~future~~Fighting ~~business~~Leagues ~~and are 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~~the ~~television~~popularity ~~ratings~~of ~~and attendance at~~ our ~~live~~brand ~~events,~~of ~~which would likely harm our operating results~~entertainment.

~~Our~~The ~~insurance~~creation, ~~may~~marketing ~~not~~and distribution of our live and televised entertainment are at the core of our planned future business and will be ~~adequate~~critical to ~~cover~~our ~~liabilities~~ability ~~resulting~~to ~~from~~generate ~~accidents~~revenues oracross ~~injuries~~our ~~that~~media ~~occur~~platforms ~~during~~and product outlets. Our failure to create popular live events and televised programming would likely lead to a decline in our ~~physically~~television ~~demanding~~ratings and attendance at our live events, which would likely harm our operating results.

WeShould ~~plan~~we tobegin ~~hold numerous live events each year. This schedule exposes our athletes and coaches who are involved in the production of those events~~ to ~~the~~sponsor ~~risk~~MMA ~~of travel and event-related accidents~~events, ~~the consequences of which may not be fully covered by insurance. The physical nature of~~ our ~~events exposes athletes and coaches to the risk of serious injury or death. Although we 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~~adequate to cover ~~all~~liabilities ~~injuries they may sustain. Liability extending to us~~ resulting from ~~any~~accidents ~~death~~ or ~~serious~~injuries ~~injury~~that ~~sustained by one of our athletes~~occur ~~or coaches~~ during ~~an event, to the extent not covered by~~ our ~~insurance,~~physically ~~could~~demanding ~~adversely affect our operating results~~events.

WeShould ~~face~~we adetermine ~~variety~~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 ~~risks~~those asevents 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 ~~develop~~plan to provide the necessary and ~~refine~~required health, disability and life insurance for our ~~businesses~~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.

WeThe markets in which we plan to operate are ahighly ~~new~~competitive, ~~company~~rapidly changing and ~~are~~increasingly ~~developing~~fragmented, and ~~refining~~we ~~our~~may ~~businesses.~~not ~~Risks~~be ~~related~~able to ~~this~~compete effectively, ~~may~~especially ~~include:~~against competitors with greater financial resources or marketplace presence.

●For live ~~potential~~and ~~diversion~~television audiences, we would face competition from professional and college sports, as well as from other forms of ~~management’s~~live ~~attention~~and televised entertainment and other ~~resources,~~leisure ~~including~~activities ~~available~~in ~~cash;~~a ●rapidly ~~unanticipated~~changing ~~liabilities~~and orincreasingly ~~contingencies;~~fragmented ●marketplace. ~~increased~~Many ~~losses~~of ~~due~~the tocompanies with ~~increased~~which orwe ~~unanticipated~~would ~~costs;~~compete ●have ~~failure~~greater tofinancial ~~retain~~resources ~~and~~than ~~recruit~~are ~~MMA~~currently ~~athletes;~~available ●to us. Our failure to ~~maintain~~compete oreffectively ~~obtain~~could result ~~new~~in ~~television~~a ~~distribution~~significant ~~agreements;~~loss ●of ~~inability~~viewers, tovenues, ~~protect~~distribution ~~intellectual~~channels ~~property~~or ~~rights;~~athletes ●and ~~competition~~fewer ~~from~~advertising ~~other~~dollars ~~companies~~spent ~~with~~on ~~experience~~our inform ~~such~~of sporting ~~businesses;~~events, ~~and~~any ●of ~~possible~~which ~~additional~~could ~~regulatory~~adversely ~~requirements~~affect ~~and~~our ~~compliance~~operating ~~costs~~results.

~~The~~A ~~markets~~decline in ~~which~~the wepopularity ~~operate~~of ~~are~~mixed ~~highly~~martial ~~competitive~~arts, ~~rapidly~~including ~~changing~~changes ~~and~~in ~~increasingly~~the ~~fragmented,~~social and wepolitical ~~may not be able to compete effectively~~climate, ~~especially~~ ~~against~~could ~~competitors~~adversely ~~with~~affect ~~greater~~our ~~financial resources or marketplace presence~~planned business.

~~For~~Should ~~live~~we ~~and~~determine ~~television~~to ~~audiences,~~pursue weour ~~face~~MMA ~~competition~~line ~~from~~of ~~professional~~business, ~~and~~our ~~college~~operations ~~sports,~~would asthen ~~well~~be asaffected ~~from~~by ~~other~~consumer ~~forms~~tastes ofand ~~live~~entertainment ~~and~~trends, ~~televised~~which ~~entertainment~~are unpredictable and ~~other~~subject ~~leisure~~to ~~activities~~change inand amay ~~rapidly~~be ~~changing~~affected ~~and~~by ~~increasingly~~changes ~~fragmented~~in ~~marketplace~~the social and political climate. ~~Many~~We ofbelieve ~~the~~that ~~companies~~mixed ~~with~~martial ~~which~~arts weis ~~compete~~growing ~~have~~in ~~greater~~popularity ~~financial~~in ~~resources~~the ~~than~~United ~~are~~States ~~currently~~and ~~available~~around tothe ~~us.~~world, ~~Our~~but ~~failure~~a tochange ~~compete~~in ~~effectively~~our ~~could~~fans’ ~~result in~~tastes or a ~~significant~~material ~~loss~~change in the perceptions of ~~viewers,~~our ~~venues~~advertisers, ~~distribution~~distributors ~~channels~~and orlicensees, ~~athletes~~whether ~~and~~due ~~fewer~~to ~~advertising~~the ~~dollars~~social ~~spent~~or onpolitical ~~our~~climate ~~form~~or ~~of sporting events~~otherwise, ~~any of which~~ could adversely affect our operating results.

8Changes in the regulatory atmosphere and related private-sector initiatives could adversely affect our planned business.

A decline in the popularity of mixed martial arts, including changes in the social and political climate, could adversely affect our business.

Our operations are 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 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.

~~Because we depend upon our intellectual property rights, our inability to protect those rights or prevent their infringement by others could adversely affect our business.~~7

~~Intellectual~~Because ~~property is material to all aspects of our operations, and~~ we ~~may~~would ~~expend~~depend ~~substantial~~upon ~~cost and effort in an attempt to maintain and protect~~ our intellectual property. Werights ~~have~~in aany ~~portfolio~~MMA ofevent ~~registered~~production ~~trademarks~~line ~~and~~of ~~service~~business ~~marks~~we ~~and~~may ~~maintain~~determine ato ~~catalog of copyrighted works~~pursue, ~~including~~ ~~copyrights~~our ~~to television programming and photographs. Our~~ inability to protect ~~our~~those ~~portfolio of trademarks, service marks, copyrighted material, trade names and other intellectual property~~ rights ~~from~~or ~~piracy,~~prevent ~~counterfeiting~~their orinfringement ~~other~~by ~~unauthorized~~others ~~use~~ could ~~negatively~~ 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 ~~our~~any live events we may sponsor, which could adversely affect our operating results.

AWe ~~decline~~may innot ~~general~~be ~~economic~~able ~~conditions~~to ~~could~~generate ~~adversely~~sufficient ~~affect~~revenues to run our business and maintain our reporting obligations.

Our operations are affected by general economic conditions, which generally may affect consumers’ disposable income, the level of advertising spending and sponsorships. The demand for entertainment and leisure activities tends to be highly sensitive to the level of consumers’ disposable income. A decline in general economic conditions could reduce the level of discretionary income that our fans and potential fans have to spend on our live and televised entertainment and consumer products, which could adversely affect our revenues.

Risk if we may not be able to generate sufficient revenues to run our business and maintain our reporting obligations with the SEC

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 ~~OTCQB~~OTC MARKET, or if we have secured a qualification, we may lose the qualification and our securities would no longer trade on the ~~OTCQB~~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.

~~Risk of dilution~~8

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.

~~The~~Risk ~~risk~~of delays in ~~received~~customer ~~payment later or not get it at all~~payments.

After ~~the~~ 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.

~~The~~Our ~~risk~~management oflacks ~~incompetence and lack of~~ experience ~~of our management~~ in managing ~~day-to-day~~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.

~~The~~We ~~risk~~do ~~working~~not ~~without~~have an audit committee.

~~On September 20, 2023, we appointed Ralph White as a director of our company who is an independent of the Company.~~ We do not have an audit committee These functions are performed by the Board of Directors as a whole.

As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

As a company with less than $1.0 billion in total annual gross revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. For as long as we are deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. These provisions include:

a) an exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting; b) an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies; c) an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; d) reduced disclosure about the emerging growth company’s executive compensation arrangements; e) a requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis included in an initial public offering registration statement; f) an exemption to provide less than five years of selected financial data in an initial public offering registration statement.

As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

Also, we exempt from Section 404(b) of the Sarbanes-Oxley Act which requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until such time as we cease being a Smaller Reporting Company.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefit of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. We would cease to be an emerging growth company upon the earliest of:

i the first fiscal year after our annual gross revenues are $1 billion or more; ii the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; iii as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

Risks related to the market for our common stock

Our common stock is currently quoted on OTCQB market. We have a public market for our stock. Our ticker symbol UNXP. As of the day of this 10K report, our shares trade at a price of $1.47 per share. Even after obtaining a bid price, there is no assurance that a sufficiently active market will develop to sell your shares. Accordingly, the purchaser of the common stock shares should consider that their shares may be illiquid and/or present difficulties in their sale or transferability.

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, ~~2024~~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.

~~Limited Market of our Common Stock~~9

~~The~~There ~~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 offor 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 MMA and entertainment industries, announcements made by~~ our ~~competitors or sales of our common~~ stock. ~~These~~price ~~factors~~ may ~~materially~~be ~~adversely affect the market price of our common stock, regardless of our performance~~volatile.

12The 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.

The risk of reduce the price of our stock

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.

~~Opt-in right for emerging growth company~~10

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Item 1B. Unresolved Staff Comments

The Company received a comment letter from the Staff of the SEC related to the Company’s September 31, 2023, transaction to acquire the Fighting Leagues assets. Specially, the Staff comment letter inquired whether or not the transaction was properly accounted for as a business combination under generally accepted accounting principles in the United States of America. As a result of this comment, the Company reevaluated its previous accounting conclusions and determined that the transaction did not qualify as a business acquisition as the acquired assets were not an integrated set of activities and assets that has, as the minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. As a result of this reevaluation the Company restated the quarterly and year to date results for the periods ended, September 30, 2023, December 31, 2023, and March 31, 2024.None

Item 1C. Cybersecurity

We depend on software applications, information technology systems, computing infrastructure and cloud service providers to operate our business. These systems are managed, hosted, provided or used by third parties, to assist in conducting our business and which have their own cyber security measures in place. We do not separately implement generally applicable industry standards or best practices processes for the assessment, identification, and management of material risks from cybersecurity threats to our information technology systems. We do not maintain a cyber incident reporting and response process and our information security policies and procedures are not reviewed on a regular basis.

We have not experienced a cybersecurity incident that resulted in a material adverse impact to our business or operations; however, there can be no guarantee that we will not experience such an incident in the future. If our limited security measures are breached and an unauthorized party obtains access to our proprietary business information, our information systems may be perceived as being unsecure, which could harm our business and reputation, and our proprietary business information could be misappropriated which could have an adverse effect on our business and results of operations. We have not implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risk.

Item 2. Properties

Our office is approximately ~~500~~600 square feet and is adequate for our needs. We don’t pay rent, phone or other expenses related use the office. Our ~~CEO~~main ~~Andrei~~shareholder ~~Stoukan~~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, ~~2024~~2025, amounted to $2514,~~844~~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);

	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.

1411

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.

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 ~~Pink~~OTCID Tier of the OTC Markets Group, ~~Inc.~~ under the symbol “UNXP”. The following table sets ~~forth~~ forth the high and low sale prices for our common stock for each quarterly period within the two most recent fiscal years.

	FY ending 6/30/2024				FY ending 6/30/2023
	FY ending 6/30/2025				FY ending 6/30/2024
	High		Low		High		Low
First Quarter ended September 30	$	1.5849	$	1.5149	$	1.5058	$	1.0051
Second Quarter ended December 31	$	1.5849	$	1.5849	$	1.0558	$	1.0058
Third Quarter ended March 31	$	1.5849	$	1.5800	$	1.0558	$	1.0558
Fourth Quarter ended June 30	$	1.5839	$	1.5000	$	1.58	$	1.0550

As of June 30, ~~2024~~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

Equity Compensation Plans

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities

On September 21, 2023, the Company entered into an agreement with Jebour Two Limited and its shareholders to issue 12,380,951 shares in exchange for certain assets of Jebour Two Limited held by its subsidiary Fighting Leagues LV (“Fighting Leagues”). 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.

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,~~2024~~ 2025 and the financial statements for the period from July 1, ~~2023~~2024 to June 30, ~~2024~~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., ~~The United Express Inc. was developed~~ to provide a comprehensive management service for long and short distance logistics for clients in the Company’s target market area. The Company ~~will~~ ~~offer~~offers its ~~clients~~customers the ~~transportation~~ ability to outsource all of their hauling needs ~~through~~to ~~one~~the ~~business~~Company, which ~~will~~provides ~~provide~~our ~~them~~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.

~~On September 21, 2023, the Company entered into an agreement with Jebour Two Limited and its shareholders to issue~~ 12~~,380,951 shares in exchange for certain assets of Jebour Two Limited held by its subsidiary Fighting Leagues LV (“Fighting Leagues”).~~

~~Fighting~~On ~~Leagues~~September ~~owned~~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 ~~the~~perpetual ~~lifetime~~and worldwide, encompassing broadcast TV and production rights~~, and for worldwide applicability~~. 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.

Overview

We are a company with constant revenue generating options. We are currently focused on expanding our network of new customers, dispatch service, shipping companies and independent transportation providers.

Results of operations

For the period from July 1, ~~2023~~2024 to June 30, ~~2024~~2025, our revenues were $~~240~~54,~~717~~282.

For the year ended June 30, ~~2024~~2025 we recorded a net loss of $265,~~481,158~~601. This net loss was primarily a result of our operating expenses. Our gross loss ~~profit~~ was $~~181,167~~460 while operating expenses in ~~2024~~2025 totaled $265,~~662,325~~141. Operating expenses were primarily the result of ~~advisory and~~occupancy ~~consultancy~~costs and professional fees ofrelating ~~$2,169,896,~~to a ~~$447,792~~listed ~~loss related to the theft of production equipment, and temporary storage fees of $25,844~~company.

~~For~~Comparing the ~~period~~results ~~from~~of ~~July~~the 1,Company ~~2022~~between to2025 ~~June~~and ~~30,~~2024 ~~2023~~saw weour ~~provided~~revenues ~~mostly~~decline ~~dispatch~~by ~~and~~$171,495 ~~logistic~~however ~~services~~our ~~and~~net ~~recorded~~loss decreased by $~~296~~2,~~422~~425,696 to $65,601 in ~~revenue~~2025. ~~from our~~The ~~customers.~~decrease in net loss largely due to :

Our expenses for this period compose $303,550 include General and administration expense $ 19,536, OTC Market $15,600, Logistic, Dispatcher service, freight brokerage $268,414, Our total assets were $609.

	●	the consultancy fees paid for various services amounting to $2,114,000 in 2024; and

	●	impairment of assets in 2024 of $447,792.

~~Comparing~~Our ~~the~~balance ~~results~~sheet ofat ~~the~~June ~~Company~~30, ~~between~~2025 ~~2024~~total ~~and~~assets ~~2023~~amounted ~~saw~~to ~~our revenues decline~~ $5513,~~705~~709,359 and ~~our~~ net ~~loss~~assets ~~increase~~amounted ~~$2,474,030~~ to $212,~~481~~567,~~158 in 2024 from $7,128 in 2023~~849.

Our balance sheet at June 30, 2024 reflected an increase in total assets to $13,724,909 from $609 at June 30, 2023. The increase was a result of our acquisition of intangibles $13,098,890 and production and stage equipment of $610,417 in the year ended June 30, 2024. We acquired these assets in exchange for the issuance of 12,380,951 shares of common stock.

Liquidity

For the period from July 1, ~~2023~~2024 to June 30, ~~2024~~2025, we had revenue of $~~240~~54,~~717~~282. Cash at June 30, ~~2024~~2025 totaled $~~15,602~~52. We will attempt to ~~fund~~ fund from our future operations, which may be insufficient to fund such amounts and there is no assurance our estimates of these costs ~~are~~ are accurate.

For the period from July 1, 2022 to June 30, 2023, we had revenue $296,422. At June 30, 2023, we had $609 in cash for our operations and it is also our total assets. 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.

Plan of Operations

1. Start negotiations with investors about work with us in factoring sector.

2. Find the drivers, owner operators work with us to get fast payments.

3. Provide all necessary paperwork: (Registration, insurance, etc.)

4. Develop a network of referrals and agents working on our behalf.

5. Develop an email list to contact wholesalers and retailers who ship merchandise across the US.

6. Identify new customers and complete agreements with them.

7. Continue to provide dispatch business.

8. Hire skilled and experienced dispatchers.

9. Develop incentive programs for our customers such as discounts for the cargo shipments.

10.Organize uninterrupted circle logistic services: (pick up-delivery-unload-received payments)

11. Subscribe agreement with freight brokers company to get more cargos for logistics.

As detailed above, we are currently reviewing the business strategy of the Company which includes growing the logistics operations and evaluation of the MMA industry.

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.

1813

Item 8. Financial Statements

~~UNITED~~OZ ~~EXPRESS,~~VISION INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

JUNE 30, ~~2024~~2025 AND ~~2023~~2024

~~UNITED~~OZ ~~EXPRESS,~~VISION INC.

INDEX TO FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page No.
Report of Independent Registered Public Accountant	F-1
Audited Financial Statements
Balance Sheets as of June 30, 2024 and June 30, 2023	F-2
Balance Sheets as of June 30, 2025 and June 30, 2024	F-2
Statements of Operations for the years ended of June 30, 2024 and 2023	F-3
Statements of Operations for the years ended of June 30, 2025 and 2024	F-3
Statements of Stockholders’ Equity for the years ended of June 30, 2024 and 2023	F-4
Statements of Stockholders’ Equity for the years ended of June 30, 2025 and 2024	F-4
Statements of Cash Flows for years ended of June 30, 2024 and 2023	F-5
Statements of Cash Flows for years ended of June 30, 2025 and 2024	F-5
Notes to Financial Statements	F-6 - F-1112

1914

~~REPORT~~Report OFof ~~INDEPENDENT~~Independent ~~REGISTERED~~Registered ~~PUBLIC~~Public ~~ACCOUNTING~~Accounting ~~FIRM~~Firm

The Board of Directors and ~~Shareholders~~Stockholders of ~~United Express, Inc.~~

OZ VISION, INC.

(Formerly United Express, Inc)

Opinion on the Financial Statements

We have audited the accompanying ~~consolidated~~ balance sheets of ~~United~~OZ ~~Express~~VISION, ~~Inc~~INC. (athe ~~Nevada Corporation~~‘Company’), as of June 30, ~~2024,~~2025 and ~~June 30~~2024, ~~2023,~~ and the related ~~consolidated~~ statements of operations, changes in ~~stockholder~~stockholders’s equity/ (deficit) and cash flows for each of the ~~periods~~two years in the period ended June 30, ~~2024,~~2025 and ~~June 30~~2024, ~~2023,~~ and the related notes (collectively referred to as the “financial statements”). In our opinion, except for the effects of the going concern considerations as described in note 10 of the consolidated financial statements, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and June 30, 2023, and the results of its operations and its cash flows for the periods then ended, in conformity with U.S. generally accepted accounting principles.

WeIn ~~were~~our ~~unable~~opinion, tothe ~~obtain~~financial ~~conclusive~~position ~~evidence~~of ~~as described in note 10 to support~~ the Company’s ~~ability~~as toof ~~raise~~June ~~additional~~30, ~~capital for~~2025 ~~working~~and ~~purposes~~2024, and ~~through~~the ~~their~~results ~~development~~of ~~efforts~~its tooperations ~~raise~~and ~~capital.~~its ~~The~~cash ~~ability to successfully resolve these factors raises~~flows ~~substantial~~for ~~doubt~~each ~~about~~of the ~~Company’s~~two ~~ability~~years toin ~~continue~~the asperiod aended ~~going~~June ~~concern.~~30, ~~The~~2025 ~~financial~~and ~~statements~~2024, ofin ~~the~~conformity ~~Company~~with doaccounting ~~not~~principles ~~include any~~generally ~~adjustments~~accepted ~~that may result from~~ in the ~~outcome~~United States of ~~these uncertainties~~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 ~~audits~~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 ~~audit~~audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States)~~PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. ~~Our~~The ~~audits~~Company is ~~included~~not ~~performing~~required ~~procedures~~ to ~~assess~~have, ~~the~~nor ~~risks~~were ofwe ~~material~~engaged ~~misstatement of the financial statements, whether due~~ to ~~error or fraud~~perform, ~~and~~an ~~performing~~audit ~~procedures~~of ~~that~~its ~~respond~~internal tocontrol ~~those~~over ~~risks~~financial reporting. ~~Such~~As ~~procedures~~part ~~included~~of ~~examining~~our audits, onwe aare ~~test~~required ~~basis,~~to ~~evidence~~obtain ~~supporting~~an ~~the~~understanding ~~amounts~~of ~~and~~internal ~~disclosures~~control inover ~~the~~ financial ~~statements.~~reporting ~~Our~~but ~~audits~~not ~~also~~for ~~included evaluating~~ the ~~accounting~~ ~~principles~~purpose ~~used~~of ~~and~~expressing ~~significant~~an ~~estimates~~opinion on ~~made by management, as well as evaluating~~ the ~~overall~~effectiveness ~~presentation~~ of the ~~financial statements.~~Company’s Weinternal ~~believe~~control ~~that~~over ~~our~~financial ~~audits~~reporting. ~~provide~~Accordingly, awe ~~reasonable~~express ~~basis~~no ~~for~~such ~~our~~ 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

~~There~~Critical ~~was no critical~~ audit matters ~~communicated~~are ormatters ~~required to be communicated to the audit committee~~ 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.

~~Yusufali~~Intangible ~~& Associates, LLC~~assets

~~Short~~As ~~Hills~~discussed in Note 2 to the financial statements, ~~New~~the ~~Jersey~~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.

~~August~~Determination 12of the cost and fair value of these License and Rights, ~~2024~~collectively classified as intangible asset, the method and rate of the amortization requires the Management used of significant judgement and estimates

~~PCAOB~~The ~~registration~~primary #procedures ~~3313~~we performed to address this critical audit matter included:

We ~~have~~reviewed ~~served~~and aschallenged the ~~Company’s~~reasonableness ~~auditor~~of ~~since~~key ~~2020~~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

BOLADALE LAWAL & CO.

(Chartered Accountants)

(PCAOB ID 6993)

Lagos, Nigeria

We have served as the Company’s auditor since 2025.

October 15, 2025

F-1

~~UNITED~~OZ ~~EXPRESS~~VISION INC.

BALANCE SHEETS (AUDITED)

JUNE 30, ~~2024~~2025 AND JUNE 30, ~~2023~~2024

	June 30, 2024			June 30, 2023
	June 30, 2025			June 30, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	~~15,602~~52		$	~~609~~15,602
TOTAL CURRENT ASSETS	$	~~15,602~~52		$	~~609~~15,602
NON-CURRENT ASSETS
Intangibles	$	13,098,~~890~~000		$	013,098,000
Production and Stage Equipment, net	$	610,417		$	0610,417
TOTAL NON-CURRENT ASSETS	$	13,~~709~~708,~~307~~417		$	013,708,417
TOTAL ASSETS	$	13,~~724~~708,~~909~~469		$	~~609~~13,724,019
LIABILITIES AND STOCKHOLERS’S EQUITY
CURRENT LIABILITIES
Other Payable	$	141,800		$	1
Accounts Payable	$	1,~~091~~099,~~458~~710		$	01,091,458
TOTAL CURRENT LIABILITIES	$	1,~~091~~141,~~459~~510		$	1,091,459
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value; 75,000,000 shares authorized $29,372,951 shares issued and outstanding at June 30, 2024 and 15,592,000 at June 30, 2023, respectively	$	29,372		$	1529,~~592~~372
Additional paid in capital	$	15,~~159~~158,~~439~~549		$	5915,~~219~~158,549
Net loss accumulated	$	(2,~~555~~620,~~361~~962	)	$	(742,~~203~~555,361	)
TOTAL STOCKHOLDERS’ EQUITY		12,~~633~~566,~~450~~959			~~608~~12,632,560
TOTAL LIABILITIES AND STOCKHOLERS’ EQUITY	$	13,~~724~~708,~~909~~469		$	~~609~~13,724,019

See notes to financial statements

F-2

~~UNITED~~OZ ~~EXPRESS~~VISION INC.

STATEMENTS OF OPERATIONS (AUDITED)

FOR THE YEARS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~2024

	For the year ended June 30, 2024			For the year ended June 30, 2023
	For the year ended June 30, 2025			For the year ended June 30, 2024
REVENUES
Sales	$	~~240~~54,~~717~~232		$	~~296~~240,~~422~~717
TOTAL REVENUES	$	~~240~~54,~~717~~232		$	~~296~~240,~~422~~717
COST OF SALES
COST OF GOODS SOLD
Cost of Goods	$	5954,~~550~~692		$	~~268~~59,~~414~~550
TOTAL COST OF GOODS SOLD	$	5954,~~550~~692		$	~~268~~59,~~414~~550
	$	-		$	-
Gross Profit	$	~~181,167~~(460	)	$	28181,~~008~~167
Operating expenses:
Advisory and Consultancy Fees	$	218,~~169,896~~185		$	-2,169,896
Production Equipment theft loss	$	~~447,792~~-		$	-447,792
Temporary storage fees	$	2514,~~844~~713			25,844
OTC Market and Registration Fees	$	109,~~760~~200		$	1510,~~600~~760
General and administration expenses	$	823,~~033~~043		$	198,~~536~~033
TOTAL OPERATING EXPENSES	$	265,~~662,325~~141		$	352,~~136~~662,325
Gross Loss	$	(265,~~481,158~~601	)	$	(72,~~128~~481,158	)
INCOME TAXES	$	0		$	0
NET LOSS	$	(265,~~481,158~~601	)	$	(72,~~128~~481,158	)
NET LOSS PER BASIC AND DILUTED SHARE	$	0		$	0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		2629,~~331~~372,~~559~~951			1526,~~592~~331,~~000~~559

See notes to financial statements

F-3

~~UNITED~~OZ ~~EXPRESS~~VISION INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (AUDITED)

FOR THE YEARS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~2024

	Shares		Par Value		APIC		Deficit			Equity
	Common Stock						Accumulated			Total Stockholders’
	Shares		Par Value		APIC		Deficit			Equity
Balance, June 30, 2022		15,592,000	$	15,592	$	59,219	$	(67,075	)	$	7,736
Balance, June 30, 2023		15,592,000	$	15,592	$	58,329	$	(74,203	)	$	(282	)
Net loss				-		-	$	(7,128	)	$	(7,128	)
Balance, June 30, 2023		15,592,000	$	15,592	$	59,219	$	(74,203	)	$	608
Balance		15,592,000	$	15,592	$	59,219	$	(74,203	)	$	608
Net Loss							$	(2,481,158	)	$	(2,481,158	)
Shares issues to acquire Intangibles and Equipment		12,380,951	$	12,380	$	12,987,620		-		$	13,000,000
Issuance for services pursuant to Advisory and Consultancy Fees		1,400,000	$	1,400	$	2,112,600		-		$	2,114,000
Balance, June 30, 2024		29,372,951	$	29,372	$	15,~~159~~158,~~439~~549	$	(2,555,361	)	$	12,~~633~~632,~~450~~560
Balance		29,372,951	$	29,372	$	15,159,439	$	(2,555,361	)	$	12,633,450
Net loss		-		-		-	$	(65,601	)	$	(65,601	)
Balance, June 30, 2025		29,372,951	$	29,372	$	15,158,549	$	(2,620,962	)	$	12,566,959

See notes to financial statements

F-4

~~UNITED~~OZ ~~EXPRESS~~VISION INC.

STATEMENTS OF CASH FLOWS (AUDITED)

FOR THE YEARS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~2024

	For the year ended June 30, 2024			For the year ended June 30, 2023
	For the year ended June 30, 2025			For the year ended June 30, 2024
Cash flows from operating activities:
Net income (loss)	$	(265,~~481,158~~601	)	$	(72,~~128~~481,158	)
Change in accounts payable	$	32,349		$	0
Change in accounts payable and other payable	$	50,052		$	32,349
Production Equipment theft loss	$	~~447,792~~-		$	0447,792
Share based payment	$	~~2,114,000~~-		$	02,114,000
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	~~112~~(15,~~983~~549)		$	(7112,~~128~~983	)
Cash flows from investing activities:
Acquisition of intangibles, Production and Stage Equipment	$	~~(97,990~~-	)	$	0(97,990	)
Net cash used in investing activities	$	~~(97,990~~-	)	$	0(97,990	)
Cash flows from financing activities:
Net cash provided by financing activities	$	0		$	0
NET INCREASE (DECREASE) IN CASH	$	14(15,~~993~~549)		$	(714,~~128~~993	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	$	~~609~~15,602		$	~~7,737~~609
CASH AND CASH EQUIVLANTS - ENDING OF PERIOD	$	~~15,602~~52		$	~~609~~15,602
Supplemental Cash Disclosures
Issuance of shares to acquire Intangibles and Equipment		~~12,380,951~~-			12,380,951

See notes to financial statements

F-5

~~UNITED~~OZ ~~EXPRESS,~~VISION INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~ 2024

NOTE 1 — Description of Business

We are an Emerging Growth Company with revenue generating operations. We were formed on June 23, 2017.

~~United~~OZ ~~Express~~Vision Inc. operates as a general company of transportation and logistics - to deliver merchandises and other items for companies and ~~individuals~~ 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. ~~The~~On ~~Company~~September ~~receives~~21, ~~orders~~2023, ~~for~~the ~~service from companies~~Company ~~seeking~~entered tointo ~~move~~an ~~merchandise,~~agreement aswith ~~well~~Jebour asTwo ~~people~~Limited ~~relocating~~and ~~to different areas. A primary concern for~~ the ~~Company~~shareholders isof ~~its~~Jebour ~~ability~~Two to(collectively ~~quickly respond~~Jebour) to ~~customer~~issue ~~requests~~12, ~~provide affordable prices for the services~~380,951 ~~from pick up to drop off~~shares. ~~Fluctuations in oil prices have caused~~ ~~the~~The ~~freight~~shares ~~and~~issued ~~logistic~~were ~~industries costs~~ to ~~increase~~three ~~during~~non ~~last six months~~“U.S. Inpersons” ~~the event of a significant increase~~ in ~~the~~an ~~price~~“offshore ~~of fuel,~~transaction ~~we will also reasonably increase prices~~ (atas athose ~~standardized~~terms ~~rate~~are ofdefined ~~markup)~~in toRegulation S ~~ensure the profitability~~ of the ~~business.~~Securities WeAct ~~also provide~~of ~~dispatch services~~1933). ~~This~~Relying ~~involves~~on ~~the~~Regulation ~~Company~~S ~~doing search for transportation providers~~ and/or ~~connect~~Section ~~them~~4(a)(2) toof ~~cargo~~the ~~owners~~Securities ~~based upon~~Act ~~delivery requirements, transportation routes, type~~ of ~~shipment~~1933, ~~equipment~~as ~~requirements, cargo size, delivery time and price~~amended.

On September 21, 2023, the Company entered into an agreement with Jebour Two Limited and the shareholders of Jebour Two (collectively Jebour) to issue 12,380,951 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,~~2024~~2025 (audited) and June 30, ~~2023~~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

~~UNITED~~OZ VISION ~~EXPRESS,~~ INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~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 ~~2024~~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 $12,~~598~~566,~~000~~959. Intangible assets, such as Producers Lifetime rights which are expected to generate cash flows over a finite life are amortized using the straight-line method over the estimated economic life of the asset, which is 3 years. Intangible assets with finite lives are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The carrying amount of this asset at the date of acquisition is $~~500~~530,000. The Producers Lifetime rights were not placed into service during the year ended June 30, ~~2024~~2025.

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 5 to 10 years. The Production and Stage equipment has not been placed into service as June 30, ~~2024~~2025.

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, ~~2024~~2025 and ~~2023~~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.

Basic and Diluted Loss Per Share

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

~~UNITED~~OZ ~~EXPRESS,~~VISION INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~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 one reportable operating segment.

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

~~UNITED~~OZ ~~EXPRESS,~~VISION INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~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, ~~2024~~2025. ~~There was no equipment at June 30, 2023.~~

Schedule of Production and Stage Equipment

Production equipment acquired	$	1,021,399
Less: Theft loss		(447,792	)
Production equipment, net	$	573,607
Stage equipment acquired	$	36,810
Total Production and Stage equipment	$	610,417

On ~~July~~December 821, ~~2024~~2023, the Company became aware of the theft of $447,792 of production equipment from the temporary storage facility where ~~the~~ the equipment was stored. The Company has filed a police report and is working with authorities to recover the stolen equipment. ~~The Company has filed an insurance claim and is attempting to mitigate the loss through insurance proceeds~~. ~~At this time, no amount of insurance recovery can be reasonably assured.~~

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 5 to 10 years.

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 $250,000 per institution. Our cash balances were within FDIC insured limits.

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 $1,041,714 related to the acquisition of production and stage equipment which is owed to a significant stockholder.

NOTE 7 —Capital Stock

The Company authorized 75,000,000 shares of common stock with a par value of $0.001 per share. ~~During the year ended June 30, 2024, the Company issued 12,380,951 and 1,400,000 shares of common stock in exchange for intangibles and equipment and consultancy services, respectively.~~ As of June 30, ~~2024~~2025, there were 29,372,951 shares of the Company’s common stock issued and outstanding.

Need the shareholder information like below

As of June 30, ~~2024~~2025, there were 29,372,951 shares of the Company’s common stock issued and outstanding. The breakdown of the shareholders are as follows:

● 4,667,000 were held by Cristophe Beverly Hills, LLC., address: 35 Raymond St Darien, CT 06820; ● 9,334,000 were held by Unity Global FZCO, address: Dubai Silicon Oasis, DDP Bldg. A2 Dubai, UAE; ● 76,~~093~~895,808 were held by Orsat Zovko, address: Gajeva Ulica 59, Zagreb, 10000, Croatia; and ● 8,~~278~~476,143 were held by 7175 non-affiliated shareholders.

As of June 30, ~~2024~~2025, and June 30, ~~2023~~2024, there were no outstanding stock options or warrants.

F-9

~~UNITED~~OZ ~~EXPRESS,~~VISION INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~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, ~~2024~~2025 and ~~2023~~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 ~~2024~~2025, the Company had net operating loss $2(65,~~481,158~~601).

The Company did not record any expense related to interest and penalties for income taxes for the years ended June 30, ~~2024~~2025, and ~~2023~~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

~~For~~The Company follows subtopic 850-10 of the ~~year~~FASB ~~ended~~Accounting ~~June~~Standards 30Codification 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, ~~2024~~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 ~~2023~~profit- ~~there~~sharing ~~were~~trusts nothat 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 ~~accounts~~compensation ~~payable~~arrangements, ~~totaling~~expense $1allowances,~~041~~ and other similar items in the ordinary course of business. However,~~714~~ ~~associated~~disclosure of transactions that are eliminated in the preparation of consolidated ~~with~~or combined financial statements is not required in those statements. The disclosures shall include: a) the ~~acquisition~~nature of the ~~production~~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 ~~stage~~such ~~equipment~~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 isincome ~~owed~~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 arelated ~~significant~~parties ~~stockholder~~as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

F-10

OZ VISION INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

NOTE 9 — Related Party Transactions - continued

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 $530,000

The company owed $1,041,714 to Final Fight Championship, Inc related to the acquisition of production and stage equipment. Mr. Orsat Zvoko is a significant stockholder of Oz Vision, Inc owns Final Fight Championship,.

For the year ended June 30, 2025, and 2024 there were no related party transactions, other than accounts payable totaling $1,099,675 associated with the acquisition of the production and stage equipment which is owed to a significant stockholder.

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, ~~2024~~2025, the Company had a cash balance of $~~15,602~~52 and a net loss of $2(65,~~481,158~~601). In addition, the Company has an ~~accumulated~~ accumulated net loss of $(2,~~555~~620,~~361~~962). The continued losses and low cash on hand balance raise substantial doubt about the Company’s ~~ability~~ ability to continue as a going concern. 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. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-1011

~~UNITED~~OZ ~~EXPRESS,~~VISION INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~2024

~~Note~~NOTE 11 –— ~~Advisory~~Subsequent ~~and Consultancy Fees~~Events

~~On October 1, 2023,~~ The Company’s ~~entered~~has ~~into~~evaluated ansubsequent ~~Advisory~~events ~~and Consultancy agreement (“Agreement”) with Laing Advisory. In exchange~~ for ~~providing~~recognition ~~the advisory~~ and ~~consulting~~disclosure ~~services~~through ~~for~~October ~~three~~15, ~~months~~2025, ~~the~~which ~~Company~~is ~~issued~~the ~~1,400,000~~date ~~unrestricted~~that ~~shares~~the ~~to Laing Advisory.~~financial ~~The~~statements ~~services~~were available to be ~~provided~~issued. ~~include~~Management ~~but~~reviewed ~~are~~all ~~not~~material ~~limited~~events ~~to;~~through a)June ~~advice for acquisitions~~30, ~~b) general corporate advice and guidance on compliance matters (corporate governance~~2025, ~~policies~~the ~~and~~date ~~procedures,~~our ~~board~~fiscal ~~mix~~year ~~and composition, and stock exchange listing requirements), and other assistance as may be requested by the Company~~ended.

~~NOTE~~Name 12Change: —On ~~Subsequent~~September ~~Events~~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.

~~The~~NOTE ~~Company’s~~12 ~~has~~— ~~evaluated~~Climate-related ~~subsequent~~ events ~~for~~impacts ~~recognition~~to ~~and disclosure through August 12, 2024, which is the date that the~~ financial ~~statements~~ ~~were available to be issued~~statement. ~~management reviewed all material events through June 30, 2024, the date our fiscal year ended.~~

NOTE 13 — 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.

F-1112

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, ~~2024~~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

~~None~~On May 5, 2024, the Company filed an amendment to its Articles of Incorporation with the Nevada Secretary of State to change its corporate name from “United Express Inc.” to “OZ Vision Inc.” During the period from May 5, 2024 to September 23, 2025, the Company operated using ‘OZ Vision’ as a d.b.a. name while awaiting approval from FINRA’s Corporate Actions office for the name change to become effective for securities trading purposes. On September 23, 2025, FINRA approved the name change, which became effective for trading purposes on that date. The Company filed a Current Report on Form 8-K on September 24, 2025 to report this event. All references in this Annual Report to ‘United Express’ or ‘United Express Inc.’ refer to the Company prior to the name change, and all such references should be understood to refer to OZ Vision Inc., the Company’s current legal name.

2015

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	5253	Chief Executive Officer, interim Chief Financial Officer, and Director
Ralph White	4748	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.

2116

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		~~2024~~2025		0		0		0		0		0		0		0		0
		2023		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, ~~2024~~2025 or ~~2023~~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

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.

~~Employee Banefit Plans~~17

AsPay ofversus June 30, 2024, 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.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, ~~2024~~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.

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		15.989	%
Unity Global FZCO, Dubai Silicon Oasis, DDP Bldg A2, Dubai, UAE		9,334,000		31.878	%
Orsat Zovko, Gajeva Ulica 59, Zagreb, 10000, Croatia		76,~~093~~895,808		2423.248	%
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.

In connection with our acquisition of Fighting Leagues, we assumed accounts payable including $1,041,714 owed to Final Fight Championship LLC , which is a company owned by Orsat Zovko who owns 7,093,808 shares of our common stock. The payable relates to the initial acquisition by Fighting Leagues of equipment that we now own. The payable does not accrue any interest . The payable is not secured by a any lien on the underlying equipment we acquired from Fighting Leagues or otherwise.

Item 14. Principal Accounting Fees and Services

The Company paid fees totaling $457,~~510~~262.50 ~~and $11,300 for the years ended June 30, 2024, and 2023, respectively,~~ to our auditor ~~Yusufali~~Boladale Lawal & ~~Associates,~~ ~~LLC~~Co for professional services rendered for the ~~audit~~year ~~and~~ended ~~quarterly~~30 June ~~reviews of our periodic financial statements~~2025.

2319

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)

2420

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.

	United Express Inc.
	OZ Vision Inc.
September 30, 2024	By:	/s/ Andrei Stoukan
October 15, 2025	By:	/s/ Andrei Stoukan
		Andrei Stoukan
		President, CEO and Director

October 15, 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.

	United Express Inc.
	OZ Vision Inc.
September 30,2024	By:	/s/ Andrei Stoukan
October 15,2025	By:	/s/ Andrei Stoukan
		Andrei Stoukan
		Principal Executive Officer, Principal Accounting
		and Financial Officer and Director

October 15, 2025	By:	/s/ Ralph M. White
		Ralph M. White
		Director, Officer

Filing Compare · OZ VISION INC.