OZVN 10-K & 10-Q changes, risk factors and insider trading

We were formed on June 23, 2017. From July 1, 2023,2024, to June 30, 2024,2025, we have had revenues of $240,717.$54,232. Cost of goods sold totaled $59,550$54,692 for a gross profitloss of $181,167$460 for the year ended June 30, 2024.2025. Our operating expenses were $2,662,325$65,141 resulting in a net loss of $2,481,158$65,601 for 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.

As thea 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.

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 becausebecause, itshould representswe determine to pursue it, would represent a new business model for live fighting events. The Mixed Martial Arts market may not develop as we anticipate, and we may not successfully execute our business strategy.

Our contemplated MMA business modelmodel, 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 a limitedno operating history in this line of business upon which you can evaluate our business.prospects Althoughor we successfully operatedperformance. a similarly focused company in Europe, thereThere can be no assurances or guarantees that this form of entertainment will be successful in the United States.successful. The MMA industry is also rapidly growing and evolving and may not develop in a way that is advantageous for our business model. You must consider the challenges, risks and difficulties frequently encountered by early-stage companies using new and unproven business models in new and rapidly evolving markets. Some of these challenges relate to our ability to:

Our failure to develop creative and entertaining programs and events with the assets acquired from Fighting Leagues would likely lead to a decline in the popularity of our brand of entertainment.

The creation, marketing and distribution of our live and televised entertainment are at the core of our planned future business and arewill be critical to our ability to generate revenues across our media platforms and product outlets. Our failure to create popular live events and televised programming would likely lead to a decline in our television ratings and attendance at our live events, which would likely harm our operating results.

OurShould we begin to sponsor MMA events, our insurance may not be adequate to cover liabilities resulting from accidents or injuries that occur during our physically demanding events.

WeShould we determine to pursue MMA events in the future, we would also plan to hold numerous live events each year. This schedule exposeswould expose our athletes and coaches who are involved in the production of those events to the risk of travel and event-related accidents, the consequences of which may not be fully covered by insurance. The physical nature of oursuch events exposes athletes and coaches to the risk of serious injury or death. Although we plan to provide the necessary and required health, disability and life insurance for our athletes and coaches on an event-by-event basis, this coverage may not be sufficient to cover all injuries they may sustain. Liability extending to us resulting from any death or serious injury sustained by one of our athletes or coaches during such an event, to the extent not covered by our insurance, could adversely affect our operating results.

The markets in which we plan to operate are highly competitive, rapidly changing and increasingly fragmented, and we may not be able to compete effectively, effectively, especially against competitors with greater financial resources or marketplace presence.

For live and television audiences, we would face competition from professional and college sports, as well as from other forms of live and televised televised entertainment and other leisure activities in a rapidly changing and increasingly fragmented marketplace. Many of the companies with with which we would compete have greater financial resources than are currently available to us. Our failure to compete effectively could result result in a significant loss of viewers, venues, distribution channels or athletes and fewer advertising dollars spent on our form of sporting sporting events, any of which could adversely affect our operating results.

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

OurShould we determine to pursue our MMA line of business, our operations arewould then be affected by consumer tastes and entertainment trends, which are unpredictable and subject to change and may be affected by changes in the social and political climate. We believe that mixed martial arts is growing in popularity in the United States and around the world, but a change in our fans’ tastes or a material change in the perceptions of our advertisers, distributors and licensees, whether due to the social or political climate or otherwise, could adversely affect our operating results.

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

Because we would depend upon our intellectual property rights,rights in any MMA event production line of business we may determine to pursue, our inability to protect those rights or prevent their infringement by others could adversely affect our business.

Intellectual property is material to all aspects of our planned operations, and we may have to expend substantial cost and effort in an attempt to maintain and protect our intellectual property. WeAs 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 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 ourany live events,events we may sponsor, which could adversely affect our operating results.

RiskWe if we may not be able to generate sufficient revenues to run our business and maintain our reporting obligations with the SECobligations.

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.

Risk of dilution to existing shareholders.

After theservice serviceto 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.

TheOur riskmanagement of incompetence and lack oflacks experience of our management in managing day-to-daya public company

TheWe riskdo workingnot withouthave an audit committeecommittee.

OnWe 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 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 %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.

LimitedThere Marketis ofa limited market for our Commoncommon Stockstock and our stock price may be volatile.

The market volume in trading of our common stock is expected to continue to be limited, as a result the sale of shares of our common stock may encounter lower execution prices than quoted market prices. Additionally, due to the limited market of our common stock, some factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the MMAindustries in which we operate and entertainmentplan industries,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 following discussion and analysis should be read in conjunction with the balance sheet as of June 30,202430, 2025 and the financial statements for the period from July 1, 20232024 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.

We are an emerging growth company incorporated in the State of Nevada on June 23, 2017. The United Express Inc. was developed2017, to provide a comprehensive management service for long and short distance logistics for clients in the Company’s target market area. The Company will offeroffers its clientscustomers the transportationability to ability tooutsource all of their hauling needs throughto onethe businessCompany, which willprovides provideour themcustomers 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.

FightingOn LeaguesSeptember owned21, 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 theperpetual lifetime, and worldwide, encompassing broadcast TV and production rights, and for worldwide applicability.rights. Furthermore, the acquisition of the assets of Fighting Leagues also included production and stage equipment. These assets allow the Company to have the necessary equipment for producing shows at any given time. As of the date of this Report, we have not commenced any business operations that utilize the Fighting Leagues assets.

For the year ended June 30, 20242025 we recorded a net loss of $2,481,158.$65,601. This net loss was primarily a result of our operating expenses. Our gross gross profitloss was $181,167$460 while operating expenses in 20242025 totaled $2,662,325.$65,141. Operating expenses were primarily the result of advisory occupancy costs and consultancy professional fees ofrelating $2,169,896,to a $447,792listed loss related to the theft of production equipment, and temporary storage fees of $25,844.company.

Comparing the results of the Company between 20242025 and 20232024 saw our revenues decline $55,705by and$171,495 however our net loss increasedecreased $2,474,030by $2,425,696 to $65,601 in 2025. The decrease in net loss largely due to $2,481,158 in 2024 from $7,128 in 2023.:

The following discussion and analysis should be read in conjunction with the balance sheet as of June 30, 2025 and DecemberMarch 31, 20252026 and the the financial statements for the sixnine months period ended DecemberMarch 31, 2025,2026, included herein. The results shown herein are not necessarily indicative indicative of the results to be expected for any future periods.

We had $3,442$68 of cash on our bank account as of DecemberMarch 31, 20252026 and $2,000$265 as of DecemberMarch 31, 2024.2025. We believe our cash is unlikely to be sufficient to meet our current working capital and capital expenditure requirements in the absence of substantial additional revenue from our current operations or contributions of additional debt or equity capital. We do not have any commitments for additional capital and there can be no assurance that we will be successful in obtaining any capital we may need on acceptable terms or at all.

Results of Operations for the sixnine months period ended DecemberMarch 31, 20252026 and for the sixnine months period ended DecemberMarch 31, 20242025

For the sixnine months ended DecemberMarch 31, 2025,2026, the Company recorded revenue of $26,900$37,440 which was primarily from logistics services. For the nine six months ended DecemberMarch 31, 2024,2025, the Company recorded revenue of $39,232$64,232 which was primarily from logistics services.