OFA Group 10-K

ITEM 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this report, our management conducted an assessment of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such assessment, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Management’s Annual Report on Internal Controls over Financial Reporting Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our Board and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Under the supervision and participation of our management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), we evaluated the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the foregoing, our Certifying Officers concluded that our internal controls over financial reporting were not effective as of the end of the fiscal year ended March 31, 2026 due to the material weakness described below. As part of our assessment of the effectiveness of our internal control over financial reporting as of March 31, 2026, management identified two material weaknesses in our internal control over financial reporting in accordance with the standards established by the PCAOB. The material weaknesses identified related to: (1) inadequate segregation of duties consistent with control objectives; and (2) lack of well-established procedures to identify approve and report related party transactions. Since that time, the Company has implemented several measures to remediate the identified material weaknesses. Upon the effectiveness of the registration statement on Form F-1 for our IPO on May 15, 2025, we established an audit committee comprised entirely of independent directors and appointed a full-time Chief Financial Officer. During the fiscal year ended March 31, 2026, we further enhanced our internal control environment by: (i) improving segregation of duties within the accounting department through the hiring of additional qualified accounting personnel; (ii) implementing formal written policies and procedures for the identification, approval, and reporting of related party transactions; (iii) establishing a majority-independent board of directors with enhanced oversight responsibilities; and (iv) adopting a comprehensive internal controls framework aligned with the COSO 2013 Integrated Framework. These efforts have significantly strengthened our internal control over financial reporting. In addition, during the fiscal year ended March 31, 2026, the Company adopted and implemented written policies and checklists to address the material weakness related to the lack of well-established procedures to identify, approve, and report related party transactions. Management has also hired additional personnel with the technical expertise and knowledge necessary to ensure proper segregation of duties and provide additional checks and balances within the accounting department. These additional personnel also provide the cross-training needed to support continuity in the event of personnel turnover. These measures, coupled with the appointment of additional independent directors, the establishment of an audit committee, and the appointment of a full-time CFO, have significantly improved our internal control environment. Based on the material weakness described above and the audit adjustments identified by the Company’s external auditor during the audit of the financial statements as of and for the year ended March 31, 2026, management concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2026. Management is committed to completing the remediation of this material weakness and will continue to implement, monitor, and enhance the Company’s internal controls on an ongoing basis. 85 This report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Ongoing Monitoring Management recognizes the importance of ongoing monitoring and continuous improvement of our internal control over financial reporting. We have established a process for regularly evaluating the effectiveness of our controls, including periodic self-assessments, internal audits, and ongoing monitoring activities. This process allows us to identify and address any emerging risks or control deficiencies in a timely manner. Changes in Internal Control over Financial Reporting Other than as disclosed above, there were no changes in the Company’s internal control over financial reporting during the fiscal year ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Inherent Limitations on Internal Controls Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. ITEM 9B. Other Information During the quarter ended March 31, 2026, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”. ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not Applicable. 86 PART III ITEM 10. Directors, Executive Officers and Corporate Governance The following table sets forth information regarding our executive officers and directors as of the date of this report. Unless otherwise stated, the business address for our directors and executive officers is that of our principal executive offices at Unit B, 16/F, Easy Tower, 609 Tai Nan West Street, Cheung Sha Wan, Hong Kong. Name Age Position with our Company Larry Wong 47 Chief Executive Officer, Director Keith Chong 50 Chief Technology Officer, Director Thomas M Gaffney 35 Chief Operations Officer Ernest Yeung 51 Chief Financial Officer John Chiang 62 Director Andrew Scott 56 Director Erwin Baquiran Pineda 60 Director Li Hsien “Larry” Wong is a co-founder of the Company and has served as the Chief Executive Officer of our operating subsidiary since 2013. With over 20 years in the industry, Mr. Wong has successfully completed hundreds of diverse architectural designs. His projects range from residential to commercial and public spaces, with a specialization in creating innovative, sustainable solutions that address contemporary challenges while setting new standards for architectural practice. From 2012 to 2013, Mr. Wong served as Design Director at Mold Architecture Limited. From 2010 to 2012, he served as Design Director at GHLW Architects Limited. From 2008 to 2010, he served as Associate at Index Architecture Limited. Beyond his professional achievements, Mr. Wong is also a mentor and advocate for the next generation of architects. He actively participates in industry events, sharing his knowledge and inspiring others to pursue innovation in their work. Mr. Wong received his bachelor’s degree in architecture from University of Southern California in 2003. We believe he is well qualified to serve on our board due to his extensive architect design background. Wai Wong “Keith” Chong is a co-founder of the Company and has served as the Chief Technology Officer of our operating subsidiary since 2013. With over two decades of experience, Mr. Chong is a seasoned project architect and director, known for his exceptional skill in transforming blueprints into tangible realities. He has steered hundreds of projects from the drawing board to their completion, showcasing his proficiency in managing complex architectural endeavors. From 2006 to 2008, Mr. Chong served as Architectural Administrator at Wong Tung & Partners Ltd. From 2008 to 2013, he served as Project Manager at Sun Hung Kai Properties. Mr. Chong holds a bachelor’s degree in architecture from University of Southern California in 2003. We believe he is well qualified to serve on our board due to his extensive architect design background. Thomas Gaffney has served as Chief Operating Officer of the Company since March 2024. Mr. Gaffney is a corporate and securities attorney with over nine years of experience representing and advising technology startups throughout their growth journey, from seed stage through IPO or strategic acquisition, with expertise encompassing venture capital financing, equity structuring, capital markets, digital assets, and real-world asset tokenization. At the Company, he oversees corporate and securities matters, the Company’s Hearth RWA tokenization platform, and operational oversight of the Company’s AI-powered architectural design tools. Mr. Gaffney owns minority membership interests in Greentree Global Advisors LLC and served as its Managing Member from March 2024 to September 2024. He has been serving as the founder and principal of Conduit Advisors, an advisory firm providing corporate, securities, and digital asset counsel, since December 2024. Since November 2025, Mr. Gaffney serves as a director and chair of the Compensation Committee of 1776 Acquisition Corp, a special purpose acquisition company. Mr. Gaffney holds a bachelor’s degree in political science from the Pennsylvania State University and a Juris Doctor from the Wake Forest University School of Law. He is a member of the State Bar of California. Ernest Yeung has served as our Chief Financial Officer since July 2025. Mr. Yeung is the founder of Pasadena Advisory Company Limited, a consulting firm specializing in IPO preparation and M&A advisory, since April 2024. Mr. Yeung has also been serving as the Portfolio CFO of CFO Centre Group, a consulting firm that provides part-time CFO service, since January 2022. From July 2019 to January 2022, Mr. Yeung served as Country Head, Hong Kong of Boardroom Corporate Services (Hong Kong) Ltd., a corporate secretarial, accounting, payroll and consulting firm. From September 2016 to November 2018, Mr. Yeung served as Regional CFO, Asia of Flight Centre Travel Group Asia, a travel management company. Mr. Yeung is a member of the American Institute of Certified Public Accountants (AICPA) and a finance professional with over 20 years of experience in financial reporting, audit oversight, budgeting, M&A due diligence, internal controls implementation, and regulatory compliance. Mr. Yeung holds a Bachelor of Science in accounting from University of Southern California. 87 John Chiang has served as our director since May 2025. Mr. Chiang has served on the boards of directors of Astrana Health, Inc. (Nasdaq: ASTH) (formerly Apollo Medical Holdings, Inc.) since January 2019, Pasadena Private Lending, LLC since December 2023 (after serving on its advisory board since February 2019), ChimeTV since June 2023, GrubMarket since February 2024, Century Housing since February 2024, and Foxx Development Holdings Inc. since November 2024. He also serves on the advisory boards of Adept Urban since January 2021 and AlphaX RE Capital since February 2024. Mr. Chiang previously served as a director of Boom Interactive (May 2023 to March 2025), Chijet Motor Company, Inc. (June 2023 to May 2024), Deep Medicine Acquisition Corp. (now TruGolf Holdings, Inc.) (October 2022 to January 2024), and Zeuss Technologies, Inc. (January 2019 to March 2021), and on the advisory board of Calyx Peak Companies (February 2019 to December 2022). He also served as a Fellow at the University of Southern California Center for the Political Future during the fall of 2020. Mr. Chiang served as California State Treasurer from 2015 to 2019, California State Controller from 2007 to 2015, and as a member of the California State Board of Equalization from 1999 to 2006. He began his career as a tax law specialist with the Internal Revenue Service and later served as an attorney for then-California State Controller Gray Davis and on the staff of U.S. Senator Barbara Boxer. Mr. Chiang graduated with honors with a Bachelor of Science in Finance from the University of South Florida and received his Juris Doctor from Georgetown University Law Center. Mr. Chiang is well qualified to serve as a director due to his extensive finance, tax, legal, public service, and corporate governance experience. Andrew Scott has served as our director since May 2025. Since August 2024, Mr. Scott has served as the President of Associated Underwater Services, a private diversified marine construction and inspection company. Prior to that, Mr. Scott spent approximately 30 years as an investment banker. From October 2017 to December 2023, he served as a managing director at ThinkEquity LLC, focusing on initial public offering, secondaries and up listings. From January 2014 to October 2017, he served as vice president at Fortress Biosciences, Inc. focusing on business development. From December 2010 to January 2014, he served as vice president at Citius Pharmaceuticals, responsible for raising capital. Prior to that, Mr. Scott worked at Maxim Group as an investment banker from November 2001 to December 2010. Mr. Scott holds a bachelor’s degree in accounting from Rice University. Mr. Scott is well qualified to serve as a director due to his experience in investment banking and capital markets. Erwin Baquiran Pineda has served as our director since April 2026. Mr. Pineda is a real estate executive, entrepreneur, and community leader with a strong track record of scaling organizations, building high-performing teams, and driving strategic growth. Since 2020, Mr. Pineda has been serving as the Chief Executive Officer and Co-Founder of Coldwell Banker Exclusive, a real estate brokerage firm. From 2020 to 2025, Mr. Pineda served as a member of the board of directors of Asian Business Association a non-profit organization dedicated to empowering Asian American entrepreneurs through advocacy, networking opportunities, and business development resources. Between 2016 to 2024 he served as the member of the board of Center for the Pacific Asian Family a non-profit organization that provides multi-lingual and multi-cultural services to address domestic violence and sexual assault within the Asian and Pacific Islander communities. From 2000 to 2020, Mr. Pineda served as a member of the board for Pacific Real Estate Properties a real estate brokerage firm. Mr. Pineda has a Bachelor of Science degree in electrical engineering from University of California, Los Angeles. Family Relationships There are no other family relationships among our directors and executive officers. Involvement in Certain Legal Proceedings To the best of our knowledge, none of our directors or executives has, during the past ten years, been involved in any legal proceedings in subscription (f) of Item 401 of Regulation S-K. 88 Board Practices Our board of directors consists of five directors. We have established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee under the board of directors and adopted a charter for each of the three committees. Each of the committees of our board of directors has the composition and responsibilities described below. We also adopted an Executive Compensation Clawback Policy, for which our Compensation Committee’s decisions will be final, conclusive, and binding on all of our executive officers. Audit Committee Messrs. John Chiang, Andrew Scott and Erwin Baquiran Pineda serve as members of our Audit Committee with Andrew Scott serving as the chairman of the Audit Committee. Each of our Audit Committee members satisfies the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. Our board of directors have determined that Erwin Baquiran Pineda possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the SEC. Our Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our Audit Committee will perform several functions, including: ● evaluating the independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor; ● approving the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service to be provided by the independent auditor; ● monitoring the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law; ● reviewing the financial statements to be included in our Annual Report on Form 20-F and Current Reports on Form 6-K and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements; ● overseeing all aspects of our systems of internal accounting control and corporate governance functions on behalf of the board; ● reviewing and approving in advance any proposed related-party transactions and report to the full Board on any approved transactions; and ● providing oversight assistance in connection with legal, ethical and risk management compliance programs established by management and our board of directors, including Sarbanes-Oxley Act implementation, and makes recommendations to our board of directors regarding corporate governance issues and policy decisions. Compensation Committee Messrs. John Chiang, Erwin Baquiran Pineda and Andrew Scott serve as members of our Compensation Committee with Andrew Schott serving as the chairman of the Compensation Committee. Each of our Compensation Committee members satisfies the “independence” requirements of the Nasdaq listing rules. Our Compensation Committee is responsible for overseeing and making recommendations to our board of our directors regarding the salaries and other compensation of our executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices. We have adopted an Executive Compensation Clawback Policy. The recovery of incentive-based compensation from an executive officer as provided for in this policy shall apply only in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of Company with any financial reporting requirement under the United States securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period. Our Compensation Committee’s decisions with respect to this policy shall be final, conclusive, and binding on all of our executive officers. 89 Nominating and Corporate Governance Committee Messrs. John Chiang, Erwin Baquiran Pineda and Andrew Scott serve as members of our Nominating and Corporate Governance Committee, with Andrew Scott serving as the chairman of the Nominating and Corporate Governance Committee. Each of our Nominating and Corporate Governance Committee members satisfies the “independence” requirements of the Nasdaq listing rules. Our Nominating and Corporate Governance Committee is responsible for identifying and proposing new potential director nominees to the board of directors for consideration and reviewing our corporate governance policies. Board Oversight of Cybersecurity Risks The management of the operation and the business affairs of a Cayman Islands company lies within the power of its board of directors. Directors of companies incorporated under the Companies Act are subject to both statutory obligations under the Companies Act as well as fiduciary duties under the common law to the extent applicable to Cayman Islands companies. In addition to the statutory duties which include duties such as reporting obligations, the maintenance of internal company registers, accounting requirements, etc., directors of Cayman Islands companies owe fiduciary duties including the duty to act in good faith and in the best interests of the company as well as a duty to act with care, skill and diligence under English common law principles. Maintaining sufficient protection against the increasing risks associated with cybercrime is one of the key challenges to the commercial world and, the overseeing of cybersecurity risks falls within the duties of the Company’s board of directors, including its independent directors. The directors oversee cybersecurity risks as of the date of this report. Our board of directors plays an active role in monitoring cybersecurity risks and is committed to the prevention, timely detection, and mitigation of the effects of any such incidents on our operations. In addition to regular reports from each of the board’s committees, the board receives regular reports from our management on material cybersecurity risks and the degree of our exposure to those risks. While the board oversees our cybersecurity risk management, management is responsible for day-to-day risk management processes. Management also works with third party service providers, i.e. software companies who provide software and antivirus supports to the Company to ensure appropriate controls are in place and to regularly monitor network activities. We believe this division of responsibilities is the most effective approach for addressing our cybersecurity risks and that our board leadership structure supports this approach. Duties of Directors Under Cayman Islands law, the directors owe certain statutory duties under the Companies Act, common law duties and fiduciary duties to our company. Under common law, our directors have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. The fiduciary duties which our directors owe to our company are summarized as follows: (i) duty to act bona fide in what the director believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not properly fetter the discretion to act in the best interest of the Company; and (iv) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the afore-mentioned conflicts will be resolved in our favor. Furthermore, each of our officers and directors has pre-existing fiduciary obligations to other businesses of which they are officers or directors. 90 Our company has the right to seek damages if a duty owed by our directors is breached. A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached. You should refer to “- Comparison of Cayman Islands Corporate Law and U.S. Corporate Law” for additional information on our standard of corporate governance under Cayman Islands law. Terms of Directors Our officers are appointed by and serve at the discretion of our board of directors. An appointment of our director may be on terms that such director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between us and the director, if any; but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for re-election at a meeting of the shareholders or re-appointment by the Board. The office of a director will be vacated automatically if, among other things, the directors resigns in writing, becomes bankrupt or makes any arrangement or composition with his/her creditors generally or is found to be or becomes of unsound mind. Code of Ethics OFA has a code of ethics that applies to all of its executive officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of ethics is available on OFA’s website. Compensation Committee Interlocks and Insider Participation None of OFA’s executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Board. Insider Trading Policy On May 15, 2025, (the “Policy”), which applies to all officers, directors, and employees of us and our subsidiary. The Policy provides guidelines to employees, officers and directors of us and our subsidiaries with respect to transactions in our securities and the procedures set forth therein is intended to help prevent insider trading and to assist the employees, officers and directors of us and our subsidiaries in complying with their obligations under the federal securities laws. Attendance There were four (4) meetings, exclusive of action by unanimous written consent, of the board of directors held during fiscal year 2026. Each of our directors attended all of the meetings of the board of directors held during fiscal year 2026, while such director was a member of the board of directors. There were four (4) meetings, exclusive of action by unanimous written consent, of the Audit Committee held during fiscal year 2026. Each of the committee members attended all of the meetings of the Audit Committee held during fiscal year 2026 while such committee member served on the Audit Committee. There was one (1) meeting, exclusive of action by unanimous written consent, of the Compensation Committee held during fiscal year 2026. Each of the committee members attended such meeting of the Compensation Committee held during fiscal year 2026. There were two (2) meetings, exclusive of action by unanimous written consent, of the Nominating and Corporate Governance Committee held during fiscal year 2026. Each of the committee members attended such meetings of the Nominating and Corporate Governance Committee held during fiscal year 2026. Director Attendance at Annual Meeting of Stockholders We do not have a formal policy regarding the attendance of our board members at our annual meetings of stockholders, but we expect all directors to make every effort to attend any meeting of stockholders. Compensation Committee Interlocks and Insider Participation None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee of our company. 91 Clawback Policy In accordance with SEC and Nasdaq requirements, we have adopted an Executive Compensation Clawback Policy. The recovery of incentive-based compensation from an executive officer as provided for in this policy shall apply only in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of Company with any financial reporting requirement under the United States securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period. Our Compensation Committee’s decisions with respect to this policy shall be final, conclusive, and binding on all of our executive officers. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our Ordinary Shares with the Commission. Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended March 31, 2026, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act, except the Form 3 for Ernest Yeung, Andrew Scott and Erwin Baquiran Pineda. ITEM 11. Executive Compensation The following table sets forth information concerning the compensation of the named executive officers for the years ended March 31, 2025 and 2026: Summary Compensation Table Name and Principal Position Calendar Year Salary or Consulting $ Bonus $ Stock Awards $ Other Payments $ Option Awards $ Total Larry Wong (Chief Executive Officer, Director) 2025 $ 36,815 - - - $ - $ 36,815 Larry Wong (Chief Executive Officer, Director) 2026 $ 240,000 - 483,966 - $ - $ 723,966 Keith Chong (Chief Technology Officer, Director) 2025 $ 36,815 - - - $ - $ 36,815 Keith Chong (Chief Technology Officer, Director) 2026 $ 91,872 - - 90,173 $ - $ 182,045 Executive Employment Agreements Thomas Gaffney The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated May 16, 2025 (the “COO Agreement”) with Mr. Thomas Gaffney, the Company’s Chief Operating Officer, effective as of May 21, 2025. With initial term of two years, the COO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within thirty days prior to end of the current term. The COO Agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The COO Agreement provides an annual base salary of $120,000. The COO Agreement provides for an initial equity grant of 50,000 O rdinary Shares , along with an annual equity awards with a target value of approximately 50,000 O rdinary Shares subject to Mr. Gaffney’s continued employment with the Company. The parties amended the COO Agreement to increase the annual base salary to $180,000 payable in twelve equal monthly installments, effective September 8, 2025. 92 Ernest Yeung The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated July 9, 2025 (the “CFO Agreement”) with Mr. Ernest Yeung, the Company’s Chief Financial Officer, effective as of July 15, 2025. With initial term of two years, the CFO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within thirty days prior to end of the current term. The CFO Agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The CFO Agreement provides an annual base salary of $85,000. The CFO Agreement provides for an initial equity grant of 30,000 Ordinary Shares, along with an annual equity awards with a target value of approximately 30,000 Ordinary Shares subject to Mr. Yeung’s continued employment with the Company. Wai Wong Chong The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated June 6, 2025 (the “CTO Agreement”) with Mr. Wai Wong Chong, the Company’s Chief Technology Officer, effective as of May 21, 2025. With initial term of two years, the CTO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within thirty days prior to end of the current term. The CTO Agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The CTO Agreement provides an annual base salary of $240,000. The CTO Agreement provides for an initial equity grant of 100,000 Ordinary Shares, followed with receive annual equity awards with a target value of approximately 100,000 Ordinary Shares subject to Mr. Chong’s continued employment with the Company. Li Hsien Wong The Company (or one of its subsidiaries) has entered into an Executive Employment Agreement, dated June 6, 2025 (the “CEO Agreement”) with Mr. Li Hsien Wong, the Company’s Chief Executive Officer, effective as of May 21, 2025. With initial term of two years, the CEO Agreement term automatically renews for successive one-year terms as of the commencement date unless prior written notice by either party within thirty days prior to end of the current term. The CEO Agreement provides for termination of employment and severance benefits under stated conditions and restrictive covenants. The CEO Agreement provides an annual base salary of $240,000. The CEO Agreement provides for an initial equity grant of 100,000 Ordinary Shares, followed with receive annual equity awards with a target value of approximately 100,000 Ordinary Shares subject to Mr. Wong’s continued employment with the Company. Compensation of Directors The following table sets forth compensation we paid to our directors during the year ended March 31, 2026 (excluding compensation under the Summary Compensation table above). Fees Earned or Paid in Cash Stock Awards Option Awards All Other Compensation Total Name ($) ($) ($) ($) ($) Andrew Scott (Director) $ 10,000 - $ - - $ 10,000 Outstanding Equity Awards at Fiscal Year-End The following table discloses information regarding outstanding equity awards granted or accrued as of March 31, 2026, for our named executive officers. Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Vested Number of Securities Underlying Unexercised Options (#) Unvested Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock (#) that Vested Market value of Shares or Units of Stock (#) that have not Vested Larry Wong - - - N/A 124,451 49,334 93 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of our Class A Ordinary Shares and Class B Ordinary Shares as of the date of this report, with regard to (i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our Class A Ordinary Shares and Class B Ordinary Shares; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws. The percentage of beneficial ownership is based on 26,370,521 shares of Class A Ordinary Shares issued and outstanding and 20,000,000 shares of Class B Ordinary Shares issued and outstanding as of July 13, 2026. In accordance with SEC rules, Ordinary Shares which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable or issuable upon conversion of Preferred Shares and Equity Facility within 60 days of July 13, 2026 are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Unless otherwise indicated and subject to community property laws and similar laws, except as otherwise indicated below, OFA believes that all parties named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. None of our shareholders has informed us that it is affiliated with a registered broker-dealer or is in the business of underwriting securities. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. Name and Address of Beneficial Owner (1) Class A Ordinary Shares Percentage Ownership of Outstanding Class A Ordinary Shares (2) Class B Ordinary Shares Percentage Ownership of Outstanding Class B Ordinary Shares (3) Percentage of Total Voting Power 5% or Greater Shareholders (Other Than Executive Officers and Directors): FNHK Inc. (4) 1,649,445 6.25 % 6,666,667 33.33 % 31.98 % CP COWORK LIMITED (5) 1,649,444 6.25 % 6,666,666 33.33 % 31.98 % R-OPUS Inc. (6) 4,412,222 16.73 % 6,666,667 33.33 % 32.51 % Greentree Financial Group Inc. (7) 2,655,471 9.99 % - - * % TriCore Foundation, LLC (8) 9,270,965 35.16 % - - 1.76 % Executive Officers and Directors Larry Wong 10,920,410 41.41 % 6,666,667 33.33 % 33.74 % Keith Chong 1,649,444 6.25 % 6,666,666 33.33 % 31.98 % John Chiang - - - - - Andrew Scott - - - - - Erwin Baquiran Pineda - - - - - Thomas Gaffney 3,750 * - - - Ernest Yeung - - - - - All directors and executive officers as a group (seven individuals) 12,573,604 47.66 % 13,333,333 66.667 % 65.73 % * Less than 1%. (1) Except as otherwise indicated below, the business address of our directors and executive officers is Unit B, 16/F, Easy Tower, 609 Tai Nan West Street, Cheung Sha Wan, Hong Kong. 94 (2) Except as otherwise indicated, based on 26,370,521 Class A Ordinary Shares issued and outstanding as of the June 2, 2026. (3) Based on 20,000,000 Class B Ordinary Shares issued and outstanding as of the date of this Record Date. (4) Represents 1,649,445 Class A Ordinary Shares and 6,666,667 Class B Ordinary Shares held by FNHK Inc., a U.S. corporation. Larry Wong, our Chief Executive Officer and director, exercises voting and dispositive power over the securities held by FNHK Inc. The address of FNHK Inc. is 609 Deep Valley Dr., Suite 223, Rolling Hills, CA 90274. (5) Represents 1,649,444 Class A Ordinary Shares and 6,666,666 Class B Ordinary Shares held by CP COWORK LIMITED, a HK incorporated company. Keith Chong, our Chief Technology Officer and director, exercises voting and dispositive power over the securities held by CP COWORK LIMITED. The business address of CP COWORK LIMITED is Unit B, 16/F, Easy Tower, 609 Tai Nan West Street, Cheung Sha Wan, Hong Kong and its registered office is at 11/F, Daily House, 35-37 Haiphong Road, Tsim Sha Tsui, Kowloon, Hong Kong. (6) Represents 4,002,222 Class A Ordinary Shares and 6,666,667 Class B Ordinary Shares held by R-OPUS, Inc., a US corporation. Weiyi C. Yu exercises voting and dispositive power over the securities held by R-OPUS, Inc. The address of R-OPUS, Inc. is 9854 National Blvd. Suite 1257, Los Angeles, CA 90034. (7) Represents 2,341,023 Class A Ordinary Shares held by Greentree Financial Group, Inc. and 314,448 issuable upon conversion of 1,080 the Preferred Shares. For purposes of calculating Greentree Financial Group, Inc.’s percentage ownership of Class A Ordinary Shares, such 314,448 Class A Ordinary Shares are deemed outstanding, resulting in a denominator of 26,581,294 Class A Ordinary Shares. Christopher Cottone exercises voting and dispositive power over the securities held by Greentree Financial Group, Inc. The address for Greentree Financial Group, Inc. is 900 S. Pine Island Road, Suite 310, Plantation, Florida 33324. (8) Represents 9,270,965 Class A Ordinary Shares held by TriCore Foundation, LLC, a US limited liability company. TriCore Foundation, LLC is owned equally by certain Company insiders, including Li Hsien “Larry” Wong, Wai Wong “Keith” Chong, and R-Opus Inc., whose beneficial owner is Weiyi Yu. Li Hsien “Larry” Wong, as TriCore Foundation, LLC’s manager exercises voting and dispositive power over the securities held by TriCore Foundation, LLC. The address of TriCore Foundation, LLC is 609 Deep Valley Drive, Suite 200, Rolling Hills, CA 90274. Changes in Control None. 95 ITEM 13. Certain Relationships and Related Transactions, and Director Independence The related parties of the Company and their relationships to the Company are set forth as follows: Name of entity or individual Relationship Larry Wong Chief Executive Officer, Director Keith Chong Chief Technology Officer, Director Thomas M. Gaffney Chief Operations Officer Greentree Global Advisors LLC A consulting company providing corporate governance, Nasdaq listing, and accounting services, in which Thomas M. Gaffney holds a minority membership interest and was the Managing Member from March 2024 to September 2024. TriCore Foundation, LLC An investor in the PIPE Purchase Agreement. Li Hsien “Larry” Wong, the Company’s Chief Executive Officer and director, has voting and dispositive control over the securities held by TriCore Foundation, LLC in his capacity as manager of TriCore Foundation, LLC. Precursor Capital Limited A shareholder of the Company since September 2024, holding over 5% of the total issued and outstanding Ordinary Shares of the Company at the time of initial investment, and holding approximately 0.003% of the total issued and outstanding Ordinary Shares as of March 31, 2026 . Set forth below are the material related party transactions that we have entered into for the fiscal years ended March 31, 2024, 2025 and 2026. Balances with related parties As of March 31, 2024, 2025 and 2026, the balances with related parties were as follows: Due to Related Parties Nature As of March 31, 2026 As of March 31, 2025 As of March 31, 2024 US$ US$ US$ Larry Wong -CEO Compensation, project expenses, office administration and general expenses 270,690 35,301 - Keith Chong -CTO Compensation, project expenses, office administration and general expenses 15,470 13,161 - Total 286,160 48,462 - The Company paid $38,550 and $86,095 to Larry Wong and Keith Chong, respectively for the year ended March 31, 2025 for compensation, project expenses, office administration and general expenses, there remains an outstanding balance for compensation, office administration and general expenses to be paid to Larry Wong and Keith Chong as of March 31, 2025.The Company paid $211,707 and $216,710 to Larry Wong and Keith Chong, respectively for the year ended March 31, 2026 for compensation, project expenses, office administration and general expenses, there remains an outstanding balance for compensation, office administration and general expenses to be paid to Larry Wong and Keith Chong as of March 31, 2026. 96 Transactions with related parties On March 25, 2024, our operating subsidiary entered into a service agreement with Greentree Global Advisors LLC, pursuant to which Greentree Global Advisors LLC will perform consulting services related to corporate governance, Nasdaq listing and accounting services and receive 500,000 Ordinary Shares of the Company as service fee. Mr. Gaffney owns minority membership interests in Greentree Global Advisors LLC and served as its Managing Member from March 2024 to September 2024. On April 2, 2024, the Company entered a $600,000 bridge loan agreement with Precursor Capital Limited (“Precursor”). The loan bears interest at an annual rate of 12% and is intended exclusively to cover the expenses related to the proposed listing, convertible into 600,000 Class A Ordinary Shares at a conversion price of $1 per share upon the election of conversion. On September 12, 2024, the loan was converted at the conversion price of $1 per share and 600,000 Class A Ordinary Shares were issued to Precursor Capital Limited. Simultaneously, the accrued interest of $32,153 was forgiven. For the year ended March 31, 2025, the total amount of offering costs and other general and administrative expenses incurred amounted to $520,547 which will be paid through the loan proceeds. The remaining balance of $79,453, which was not utilized for expenses, will be either paid in cash by Precursor to the Company or otherwise transferred in accordance with the terms of the agreement. As of March 31, 2026, the remaining balance was $0. With over payment of $392, total $79,845 was booked into equity for the year ended March 31, 2026. On October 29, 2025, the Company entered into the PIPE Purchase Agreement with Greentree and TriCore, pursuant to which TriCore may subscribe for up to US$50,000,000 in stated value of Series A Preferred Shares, subject to the terms and conditions of the PIPE Purchase Agreement. Li Hsien “Larry” Wong, the Company’s Chief Executive Officer and director, has voting and dispositive control over the securities held by TriCore Foundation, LLC in his capacity as manager of TriCore Foundation, LLC. Accordingly, TriCore Foundation, LLC’s participation in the PIPE Purchase Agreement constitutes a related-party transaction under Regulation S-K Item 404(a) and is subject to review and oversight under Nasdaq Listing Rule 5630. As of the year ended March 31, 2026, the Company had issued 1,080 Preferred Shares with an aggregate stated value of $1,089,082.60 in exchange for the aggregate gross proceeds of $972,000. As of the date of this report, 420 of the 1,080 Preferred Shares issued under the PIPE Purchase Agreement were converted for 1,412,023 shares of Class A Ordinary Shares, with 1,080 Preferred Shares currently remaining outstanding. On October 29, 2025, the Audit Committee, composed entirely of independent directors, reviewed and approved the PIPE Purchase Agreement, including TriCore’s participation therein, in accordance with Nasdaq Rule 5630 and the Company’s Audit Committee Charter. In reaching its determination, the Audit Committee considered, among other things, the terms of the PIPE Purchase Agreement, the identity and relationships of the affiliated participants, the participation of an unaffiliated investor on the same terms, and the Company’s obligations under Nasdaq Rules 5630 and 5635, Regulation S-K Item 404(a), and applicable Cayman Islands law. All interested directors recused themselves from deliberations and voting. The Company had restricted cash of $1,680,000 held in a non-interest-bearing escrow account maintained by Finuvia LLC, an affiliate of Precursor Capital Limited, a Company’s shareholder. During the year ended March 31, 2026, the Company entered into a service agreement with Finuvia LLC to explore the Japan market, for a total amount of $200,000, and a financial advisory service agreement for a monthly fee of $20,000. ITEM 14. Principal Accounting Fees and Services The following table sets forth the fees billed by our independent accountants, M&K CPAS, PLLC (“M&K”) for the years ended March 31, 2026 and 2025. Year Ended March 31, 2026 2025 Audit fees $ 74,100 $ 49,500 Audit-related fees $ - $ - Tax fees $ - $ - All other fees $ - $ - Audit Fees Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by M&K in connection with regulatory filings. The aggregate fees of M&K for professional services rendered for the audit of our annual financial statements, review of the financial information include in our filings with the SEC for the years ended March 31, 2026 and 2025 totaled approximately $74,100 and $49,500, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings. Audit-Related Fees Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not paid M&K any audit-related fees for the years ended March 31, 2026 and 2025, respectively. Tax Fees We did not pay M&K for tax services, planning or advice for the years ended March 31, 2026 and 2025. All Other Fees We did not pay M&K for any other services for the years ended March 31, 2026 and 2025. Procedures For Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 97 PART IV ITEM 15. Exhibits and Financial Statements Schedules (a) The following documents are filed as part of this report: (1) Financial Statements OFA GROUP AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL INFORMATION Audited Financial Statements Reports of Independent Registered Public Accounting Firm (PCAOB ID: 2738 ) F-2 Consolidated Balance Sheets as of March 31, 2026 and 2025 F-3 Consolidated Statements of Operations for the Years Ended March 31, 2026 and 2025 F-4 Consolidated Statements of Comprehensive (Loss) Income for the Years Ended March 31, 2026 and 2025 F-5 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended March 31, 2026 and 2025 F-6 Consolidated Statements of Changes in Mezzanine Equity for the Years Ended March 31, 2026 and 2025 F-7 Consolidated Statement of Cash Flows for the Years Ended March 31, 2026 and 2025 F-8 Notes to Consolidated Financial Statements for the Years Ended March 31, 2026 and 2025 F-9 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of OFA Group Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of OFA Group (the Company) as of March 31, 2026 and 2025 and the related statements of operations, statements of comprehensive (loss) income, statements of changes in shareholders’ equity, statements of changes in mezzanine equity and cash flows for the two years period then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two years periods ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the Note 2 to the financial statements, the Company has suffered net losses from operations in current and prior periods and the Company has incurred net working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in the notes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audits of the consolidated 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition As described in Note 2 to the consolidated financial statements, the revenue for Design and Fit out Service for the years ended March 31, 2026 and 2025 is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete satisfaction of the performance obligations using an input (i.e., cost to cost) method. Auditing management’s evaluation of agreements with customers involves significant judgment by management in forecasting project revenue and costs to complete and a high degree of auditor judgment and effort in performing procedures and evaluating audit evidence related to the estimates of forecasted revenue and costs to complete for multi-year contracts, and revisions in those estimates. To evaluate the appropriateness and accuracy of the estimates by management, we tested management’s ability to reasonably estimate the forecasted revenue and costs to complete in addition to testing the costs to date. /s/ M&K CPAS, PLLC We have served as the Company’s auditor since 2024. The Woodlands, Texas July 13, 2026 F- 2 OFA Group and Subsidiaries CONSOLIDATED BALANCE SHEETS (Expressed in U.S. Dollars, except for the number of shares) March 31, 2026 March 31, 2025 ASSETS Current assets: Cash $ 1,033,466 $ 31,950 Restricted cash-held by affiliate 1,680,000 - Prepaid expense 59,510 - Contract assets 3,053 8,466 Account receivables, net 3,700 7,480 Deferred offering costs 1,100,000 266,028 Total current assets 3,879,729 313,924 NON-CURRENT ASSETS: Rent deposit 122,857 16,004 Right-of-use asset - operating lease 635,622 37,999 Property, plant and equipment, net 896,984 - Intangible assets, net 16,072,093 - Total non-current assets 17,727,556 54,003 Total assets $ 21,607,285 $ 367,927 LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT Current liabilities: Account payable $ 515,951 $ - Accrued liabilities 6,043,346 2,182 Contract liabilities 62,191 131,564 Current maturities of loan payable 22,192 378 Due to related parties 286,160 48,462 Operating lease liabilities 164,391 38,109 Commitment fee payable 897,175 - Total current liabilities 7,991,406 220,695 Non-Current liabilities: Loan payable, net of current 448,057 473,188 Operating lease liabilities 454,404 - Total non-current liabilities 902,461 473,188 Total liabilities 8,893,867 693,883 Mezzanine Equity Series A Convertible Preferred Shares, $ 0.001 par value, 20,000,000 shares and 0 shares authorized as of March 31, 2026 and 2025, respectively, 1,380 shares and 0 shares issued and outstanding as of March 31, 2026 and 2025, respectively 1,730,404 - Shareholders’ equity: Class A Ordinary Shares, with $ 0.001 par value, 100,000,000 and 50,000,000 number of Ordinary Shares authorized, 25,430,128 and 9,611,111 Ordinary Shares issued and outstanding as of March 31, 2026 and 2025, respectively 25,431 9,611 Class B Ordinary Shares, with $ 0.001 par value, 20,000,000 and 0 shares authorized, 20,000,000 and 0 shares issued and outstanding as of March 31, 2026 and 2025, respectively 20,000 - Ordinary shares 20,000 - Additional paid-in capital 19,464,439 641,785 Share payable 535,520 - Accumulated deficit ( 9,126,384 ) ( 1,027,068 ) Accumulated other comprehensive income 64,008 49,716 Total shareholders’ equity (deficit) 10,983,014 ( 325,956 ) Total liabilities, Mezzanine Equity and shareholders’ equity $ 21,607,285 $ 367,927 The accompanying notes are an integral part of these audited consolidated financial statements. F- 3 OFA Group and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (Expressed in U.S. Dollars, except for the number of shares) 2026 2025 For The Years Ended March 31, 2026 2025 Revenue Project income $ 716,885 202,007 Cost of revenue 553,040 113,376 Gross profit 163,845 88,631 Operating expenses: Depreciation and amortization 1,606,981 - Selling, general and administrative 1,445,961 369,991 Professional services 2,665,876 113,729 Advertising and marketing 530,467 20,558 Salaries and wages 1,933,078 271,568 Total operating expenses 8,182,363 775,846 Loss from operations ( 8,018,518 ) ( 687,215 ) Other income (expense) Government subsidies 9,029 20,018 Interest expense ( 13,725 ) ( 48,451 ) Interest income 464 968 Total other expense ( 4,232 ) ( 27,465 ) Loss from operations before income taxes ( 8,022,750 ) ( 714,680 ) Provision for income taxes ( 66 ) - Net Loss ( 8,022,816 ) ( 714,680 ) Dividends and accretion to redeemable preferred equity ( 714,394 ) - Net Loss attributable to common shareholders ( 8,737,210 ) ( 714,680 ) Basic and diluted net loss per share, Class A Ordinary Shares ( 0.64 ) ( 0.08 ) Weighted average shares outstanding, Class A Ordinary Shares 13,564,148 8,689,741 Basic and diluted net loss per share, Class B Ordinary Shares - - Weighted average shares outstanding, Class B Ordinary Shares 2,977,169 - The accompanying notes are an integral part of these audited consolidated financial statements. F- 4 OFA Group and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Expressed in U.S. Dollars, except for the number of shares) March 31,2026 March 31,2025 For The Year Ended For The Year Ended March 31,2026 March 31,2025 Net Loss $ ( 8,022,816 ) $ ( 714,680 ) Other comprehensive income Foreign currency adjustments $ 14,292 $ 18,435 Comprehensive loss $ ( 8,008,524 ) $ ( 696,245 ) The accompanying notes are an integral part of these audited consolidated financial statements. F- 5 OFA Group and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Expressed in U.S. Dollars, except for the number of shares) Shares Amount Shares Amount Capital payable Deficit Income Deficit Ordinary Shares Additional Accumulated Total Class A Class B Paid-in Share Accumulated Comprehensive Shareholders’ Shares Amount Shares Amount Capital payable Deficit Income Deficit Balance, March 31, 2024 7,711,111 $ 7,711 - $ - $ 5,185 $ - $ ( 312,388 ) $ 31,281 $ ( 268,211 ) Foreign currency translation adjustments - - - - - - - 18,435 18,435 Shares issued for professional services 1,300,000 1,300 - - 84,500 - - - 85,800 Bridge loan conversion 600,000 600 - - 519,947 - - - 520,547 Bridge loan conversion - interest forgiven - - - - 32,153 - - - 32,153 Net loss - - - - - - ( 714,680 ) - ( 714,680 ) Balance, March 31, 2025 9,611,111 $ 9,611 - $ - $ 641,785 $ - $ ( 1,027,068 ) $ 49,716 $ ( 325,956 ) Foreign currency translation adjustments - - - - - - - 14,292 14,292 Shareholder Investment - - - - 79,845 - - - 79,845 Share-based compensation 23,529 24 - - 19,975 535,520 - - 555,519 Shares issued for professional services 550,000 550 - - 1,019,950 - - - 1,020,500 Issuance of Class A Ordinary Shares as commitment shares 250,000 250 - - 102,575 - - - 102,825 Issuance of Ordinary Shares upon conversion of Series A P referred Shares 10,682,988 10,683 - - 3,151,467 - - - 3,162,150 Issuance of Ordinary Shares upon initial public offering, net of underwriting discounts and commissions and other issuance costs 4,312,500 4,313 - - 15,303,687 - - - 15,308,000 Deferred IPO costs reclassified to APIC - - - - ( 266,028 ) - - - ( 266,028 ) Dividends on Series A P referred Shares - - - - 49,077 - ( 76,500 ) - ( 27,423 ) Adjustment to redemption value - - - - ( 637,894 ) - - - ( 637,894 ) Shares issuance of Class B Ordinary Shares - - 20,000,000 20,000 - - - - 20,000 Net loss - - - - - - ( 8,022,816 ) - ( 8,022,816 ) Balance, March 31, 2026 25,430,128 $ 25,431 20,000,000 $ 20,000 $ 19,464,439 $ 535,520 $ ( 9,126,384 ) $ 64,008 $ 10,983,014 The accompanying notes are an integral part of these audited consolidated financial statements. F- 6 OFA Group and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY (Expressed in U.S. Dollars, except for the number of shares) Shares Amount Mezzanine Equity Shares Amount Balance, March 31, 2025 - $ - Issuance of mezzanine equity 4,800 4,227,237 Conversion ( 3,420 ) ( 3,162,150 ) Dividends on Series A Preferred Shares - 27,423 Adjustment to redemption value - 637,894 Balance, March 31, 2026 1,380 $ 1,730,404 The accompanying notes are an integral part of these audited consolidated financial statements. F- 7 OFA Group and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS (Expressed in U.S. Dollars, except for the number of shares) 2026 2025 For The Years Ended March 31, 2026 2025 Cash flows from operating activities: Net Loss $ ( 8,022,816 ) $ ( 714,680 ) Adjustments to reconcile net loss to net cash used in operating activities: Bad debt expenses - 17,708 Depreciation and amortization 1,606,981 - Share-based compensation expense 555,519 - Shares issued for professional services 1,020,500 - Interest forgiven - 32,153 Shareholder investment 79,845 - Changes in operating assets and liabilities: Due to related party 284,536 48,394 Contract assets 5,376 37,186 Account receivables 3,743 ( 25,177 ) Prepaid expenses ( 59,510 ) - Rent deposit ( 106,859 ) ( 8,192 ) Right-of-use asset 64,583 77,084 Deferred offering costs ( 100,000 ) 340,320 Right-of-use liabilities ( 81,520 ) ( 77,350 ) Contract liabilities ( 68,743 ) 29,248 Account payable 447,151 ( 15,087 ) Accrued expenses 199,829 2,178 Net cash used in operating activities ( 4,171,385 ) ( 256,215 ) Cash flows from investing activities: Purchases of property and equipment ( 591,191 ) - Purchases of intellectual property ( 12,117,479 ) - Net cash used in investing activities ( 12,708,670 ) - Cash flows from financing activities: Proceeds from issuance of Class A Ordinary Shares upon initial public offering, net of underwriting discounts, commissions and other offering costs 15,308,000 - Proceeds from the issuance of Class B shares 20,000 - Proceeds from the issuance of Series A P referred Shares , net 4,227,237 - Payment of loans ( 3,317 ) ( 1,497 ) Net cash provided by (used in) financing activities 19,551,920 ( 1,497 ) Net change in cash 2,671,865 ( 257,712 ) Effect of currency translation on cash and cash equivalents 9,651 21,502 Cash and restricted cash, beginning of year 31,950 268,160 Cash and restricted cash, end of year $ 2,713,466 $ 31,950 Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheet: Cash 1,033,466 31,950 Restricted cash 1,680,000 - Total cash and cash equivalents and restricted cash $ 2,713,466 $ 31,950 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 1,127 $ 16,298 Cash paid for taxes $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES Establishment of ROU assets and liabilities $ 662,368 $ 82,402 Accretion to redeemable preferred equity $ 637,894 $ - Dividends on Series A Preferred Shares 49,077 - Shareholder distribution $ - $ 600,000 Debt conversion $ - $ 600,000 Stock Issued for services $ - $ 85,800 Deferred IPO costs reclassified to APIC $ 266,028 $ - Ordinary Shares issued for conversion of Series A Preferred Shares $ 3,162,150 $ - Issuance of 250,000 shares of Ordinary Shares as commitment shares $ 1,000,000 $ - The accompanying notes are an integral part of these audited consolidated financial statements. F- 8 OFA Group and Subsidiaries NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended March 31, 2026 and 2025 NOTE 1. NATURE OF BUSINESS AND ORGANIZATION OFA Group (the “OFA”) is a limited liability company established under the laws of the Cayman Islands on August 27, 2024. It is a holding company with no business operation. OFA, through its wholly-owned subsidiary, Office For Fine Architecture Limited (“OFA HK”), provides a wide range of service in Hong Kong, including interior design, fit out services, project management and application service. OFA HK provides design and fit out services for commercial and residential buildings. The design service includes both the consultation with its staff and the actual design work and OFA HK provides a specific conceptualized design with layout plans, detailed design drawings, advice relating to, among other things, budgetary consideration, optimal use of space, the materials, fittings, furniture, appliances and other items to be used with an aim to produce a preliminary design plan and quotation for clients’ considerations. Fit out works include installing protective materials to cover floors or walls, installing or constructing partition walls, windows and window frames and decorative fittings, furniture or fixtures, installing plumbing systems as well as installing switches, power outlets, telephone wiring, computer outlet covers and other electrical and wiring works. OFA HK is also focused on innovation, efficiency, and scalability, transitioning from a traditional project-based model to a subscription-based model for AI tools, real estate development and senior care infrastructure. In May 2025, OFA HK entered into a Co-Development Agreement (the “Co-Development Agreement”) with a third-party contractor to co-develop the OFA QikBIM system. Under that agreement the contractor will develop AI software for automated architectural design and generation of structural and MEP construction drawings. The system is being designed for use by architects and designers, with potential future inclusion of building authorities. In March 2026, the Company entered into a Real World Asset Tokenization Service Agreement (the “Tokenization Agreement”) with MD Queens Development LLC, or its designated special purpose vehicle (the “Real World Asset”), in connection with a proposed mixed-use real estate development project located in Long Island City, New York (the “Project”). Pursuant to the Tokenization Agreement, the Company, through its Hearth RWA tokenization platform, will provide certain blockchain-based tokenization infrastructure and related technology services in connection with the Project. Reorganization A reorganization of the corporate structure of the Company (the “Reorganization”) was completed on August 29, 2024. Prior to the Reorganization, OFA HK, the operating entity, was directly controlled by the R-Opus Inc., Consequently, OFA became the holding company of OFA HK on August 29, 2024. OFA and OFA HK resulting from Reorganization have always been under the common control of the same controlling shareholders before and after the Reorganization. The consolidation of these entities has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of any intra-entity transactions. F- 9 The accompanying consolidated financial statements reflect the activities of OFA and the following: SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS OF ENTITY Subsidiaries Date of Incorporation Jurisdiction of Formation Percentage of direct/indirect Economic Ownership Principal Activities Office For Fine Architecture Limited (OFA HK) January 31, 2013 Hong Kong 100 % Providing design, fit out, project management and application services for commercial, residential and industrial properties, real estate development, senior care infrastructure. OFA Financial, Inc. (OFA Financial) June 11, 2025 Delaware, USA 100 % Empowering growth-stage and cross-border companies in their journey toward successful market entry and expansion in the United States. OFA Financial HK Limited (HK Financial) September 10, 2025 Hong Kong 100 % Activities of head offices; management and management consultancy activities. OFA Asset Management, Inc. November 18, 2025 Delaware, USA 100 % Holding and managing investment vehicles and special purpose entities focused on land development assets and digital assets; overseeing asset structuring, tokenization initiatives, and asset-level management. Office for Fine Architecture, Inc. September 4, 2025 California, USA 100 % Providing architectural design, planning, and consulting services for U.S.-based projects, including coordination with clients, contractors, and regulatory authorities. Hearth Labs Inc. November 18, 2025 Delaware, USA 100 % Providing technology infrastructure and software solutions for digital asset and real-world asset (RWA) platforms, including smart contract development, digital registries, and related data management and platform services. Guangzhou Zhiyi Consulting Services Co., Ltd. October 22, 2025 People’s Republic of China (“PRC”) 100 % Providing financial advisory services, information consulting services and other consulting and planning services. F- 10 Initial Public Offering On May 22, 2025, OFA Group (the “Company”) completed its initial public offering (the “IPO”) of 3,750,000 Ordinary Shares, par value $ 0.001 per share, at a public offering price of $ 4.00 per share, generating gross proceeds of $ 15 million, before deducting underwriting discounts and offering expenses. In connection with the IPO, the underwriters exercised their over-allotment option in full to purchase an additional 562,500 Ordinary Shares, par value $ 0.001 per share, at the public offering price of $ 4.00 per share. The over-allotment option exercise closed on June 5, 2025. Prior to the completion of the IPO, deferred offering costs, which consisted primarily of accounting, legal and other professional fees directly attributable to the IPO, were capitalized within other current assets in the consolidated balance sheet. Upon the completion of the IPO, such deferred offering costs were reclassified to shareholders’ equity as a reduction of the IPO proceeds. NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements and the notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company’s fiscal year end date is March 31. The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Transition from Foreign Private Issuer Status The Company previously qualified as a “foreign private issuer” (as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended) and reported with SEC on foreign private issuer forms, including its annual report on Form 20-F. As required, the Company re-assessed its foreign private issuer status as of September 30, 2025 and determined that it no longer qualified as a foreign private issuer as of that date. Accordingly, effective April 1, 2026, the Company became subject to the reporting and other requirements applicable to U.S. domestic registrants. Beginning with the period covered by this report, the Company reports on domestic forms, including this Annual Report on Form 10-K, and is also subject to quarterly reporting on Form 10-Q, current reporting on Form 8-K, the SEC’s proxy rules, the reporting and short-swing profit provisions of Section 16, and Regulation FD. This Annual Report on Form 10-K is the Company’s first annual report filed as a U.S. domestic filer; prior annual periods were reported on Form 20-F. F- 11 Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. For the year ended March 31, 2026, the Company incurred a net loss of $ 8,022,816 and had an accumulated deficit of $ 9,126,384 and a net working capital deficit of $ 4,111,677 as of March 31, 2026. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued. In response to these conditions, management has developed plans intended to alleviate such substantial doubt, including: (i) proceeds upon the completion of the Company’s on-going Real World Asset Tokenization Agreements; (ii) access to additional committed equity financing under the Company’s Securities Purchase Agreement; (iii) the management of operating expenditures and discretionary spending to preserve liquidity; and (iv) the continued generation of revenue from the Company’s design, fit-out, project management and platform services. In addition, a substantial portion of the Company’s current liabilities consists of contract liabilities representing consideration received in advance of the satisfaction of performance obligations, which are expected to be settled through the delivery of services rather than the payment of cash. Management believes that these plans, which are probable of being effectively implemented, will provide the Company with sufficient liquidity to meet its obligations as they become due for at least twelve months from the date these consolidated financial statements are issued. Accordingly, management has concluded that its plans alleviate the substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which opted out of utilizing the emerging growth company reduced reporting requirements difficult. F- 12 Use of Estimates and Assumptions The preparation of the Company’s audited consolidated financial statements in conformity with U.S. GAAP requires the 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 audited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management, include, but are not limited to, the allowance for doubtful accounts, allowance for deferred tax assets, uncertain tax position, incremental borrowing rates used in calculation of the operating lease right-of-use assets and operating lease liabilities, the estimated cost and the input measure method used in revenue recognition, the valuation of share-based compensation expenses, and where consideration is received in cryptocurrency, fair value at the date of contract inception and the appropriate principal-market reference. Actual results could differ from those estimates, and as such, differences could be material to the audited consolidated financial statements. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. Foreign Currency Translation and Transaction The Company’s principal country of operations is Hong Kong. The financial position and results of its operations are determined using Hong Kong Dollars (“HK$”), the local currency, as the functional currency. The Company’s audited consolidated financial statements are reported using the U.S. Dollars (“US$” or “$”). Under the current rate method, the results of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s consolidated statements of operations and comprehensive income (loss). The following table outlines the currency exchange rates that were used in preparing the consolidated financial statements: SCHEDULE OF FOREIGN CURRENCY TRANSLATIONS March 31, 2026 March 31, 2025 Year-end spot rate US$1=HK$ 7.84 US$1=HK$ 7.78 Average rate US$1=HK$ 7.80 US$1=HK$ 7.79 Cash Cash includes cash on hand and demand deposits in accounts maintained with commercial banks that can be added or withdrawn without limitation. The Company maintains the bank accounts in Hong Kong, U.S. and PRC. Cash balances in bank accounts in Hong Kong are insured under the Deposit Protection Scheme introduced by the Hong Kong Government for a maximum amount of US$ 63,776 (HK$ 500,000 ). Cash balances in bank accounts in Hong Kong are not otherwise insured by the Federal Deposit Insurance Corporation or other programs. Cash balances in bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to a maximum amount of US$ 250,000 per depositor, per insured bank. F- 13 Restricted cash As of March 31, 2026, the Company had restricted cash of $ 1,680,000 held in a non-interest-bearing escrow account maintained at East West Bank by Finuvia LLC, Finuvia LLC is a affiliate of Precursor Capital Limited, the shareholder of the Company. The escrowed funds are not available for the Company’s general use and remain subject to release only upon satisfaction of the conditions specified in the underlying agreements. Because the Company retains control over the disbursement of these funds and the conditions for release had not been met as of the balance sheet date, the amounts continue to be reported as the Company’s assets and are classified as restricted cash. The restricted cash balance is comprised of the following two arrangements: GoFresh Escrow — $800,000. On March 31, 2026, the Company has funded $ 800,000 into escrow representing the principal of a Convertible Promissory Note (Convertible Promissory Note agreement signed on April 1, 2026) issued by Go Fresh 365 Inc. The note bears interest at 6 % per annum (accruing only from the date funds are released from escrow), matures twelve months from its effective date, and is convertible into the borrower’s common stock at $ 1.00 per share, subject to a 4.99% beneficial ownership limitation (waivable to 9.99%). The funds may be used solely for expenses related to the borrower’s intended uplisting to the NASDAQ Capital Market and are released only upon the Company’s prior written consent against executed engagement documentation and invoices, with disbursements made directly to the applicable service providers. As of the balance sheet date, no funds had been released from escrow and no interest had accrued. QikBIM Escrow — $880,000. In connection with an Intellectual Property Assignment and Co-Ownership Agreement dated March 31, 2026, under which the Company’s affiliate, Office for Fine Architecture Limited, agreed to acquire a 50 % undivided co-ownership interest in the QikBIM system for an aggregate purchase price of $ 17,500,000 , the Company deposited $ 880,000 into the same escrow account on March 31, 2026. This deposit constitutes a portion of, and not an addition to, the total purchase price and is to be credited against the supplemental consideration payable to the seller. The escrowed amount is held pending release to the seller on or before December 31, 2026 in accordance with the joint written instructions of the buyer and the seller. The Company includes restricted cash with cash when reconciling the beginning and ending balances shown in the consolidated statements of cash flows, in accordance with ASC 230. Accounts Receivable, net Accounts receivables are recorded at invoiced amounts, net of an allowance for credit losses, and do not bear interest. In accordance with Accounting Standards Update No. 2016-13 “Financial Instruments-Credit Losses” (“ASC 326”) , the Company measures its allowance for credit losses using an expected credit loss model that reflects the Company’s current estimate of expected credit losses inherent in the enterprise and the accounts receivable balance. In determining the expected credit losses, the Company considers its historical loss experience, the aging of its accounts receivable balance, current economic and business conditions, and anticipated future economic events that may impact collectability. The Company reviews its allowance for credit losses periodically and, as needed, amounts are written-off when determined to be uncollectible. As of March 31, 2026 and 2025, none and $ 17,733 allowance for credit losses were recognized respectively. F- 14 Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of professional and registration fees that are directly related to the Proposed Public Offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of (loss) income and comprehensive (loss) income. As of March 31, 2026 and 2025, the Company had incurred deferred offering costs of $ 1,100,000 and $ 266,028 , respectively. The deferred offering costs of $ 1,100,000 as of March 31, 2026 consisted of the following two components. First, during the year ended March 31, 2026, as consideration for the Investor’s execution and delivery of the Agreement, the Company agreed to pay the Investor a commitment fee in an aggregate amount equal to $ 1,000,000 (the “Commitment Fee”), payable in Ordinary Shares (the “Commitment Shares”). The Commitment Fee may be paid in cash, Commitment Shares, or any combination thereof at the Company’s sole discretion. Second, the Company’s subsidiary, OFA Capital I Acquisition Corp., incurred $ 100,000 of professional and registration costs directly attributable to its proposed IPO. On May 21, 2025, upon completion of the IPO, the Company charged the $ 266,028 of deferred offering costs incurred during the year ended March 31, 2025 against the proceeds received from the IPO. Property, plant and equipment, net Property, plant and equipment (including construction in progress) are stated at cost less accumulated depreciation and impairment charges. Depreciation is calculated primarily based on the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the assets except the depreciation method for mold and tooling: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Useful Life Equipment 5 - 10 years Hardware 5 - 10 years Intangible Asset The Company’s intangible assets consist primarily of software and an exclusive license related to an artificial intelligence–based software platform. The Company accounts for intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other . Intangible assets acquired in an asset acquisition are initially recognized at cost, which represents the fair value of the consideration transferred. Costs incurred in connection with the development of internal-use software that is subject to a perpetual, royalty-free, and exclusive license are capitalized once technological feasibility has been established, while costs incurred prior to that point are expensed as incurred. Following initial recognition, intangible assets are carried at cost less accumulated amortization and any accumulated impairment losses. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives, which reflect the period over which reflect management’s best estimate of the period over which the assets are expected to contribute to future cash flows. The Company reviews the amortization period and method at least annually and adjusts them prospectively if there are changes in expected useful life or the pattern of economic benefit consumption. As of March 31, 2026, the Company’s intangible assets primarily relate to an artificial intelligence software system. The intangible assets are amortized over a 5 five-year estimated useful life. F- 15 Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, such as property and equipment, whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. For the years ended March 31, 2026 and 2025, no impairment of long-lived assets was recognized. Leases The Company adopted ASU 2016-02 Leases (Topic 842) (“Topic 842”) issued by the FASB. The adoption of Topic 842 resulted in the presentation of operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. The Company has assessed the following: (i) whether any expired or existing contracts are or contains a lease, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for any expired or existing leases (i.e. whether those costs qualify for capitalization under ASU 2016-02). The Company also elected the short-term lease exemption for certain classes of underlying assets including office space, warehouses and equipment, with a lease term of 12 months or less. The Company determines whether an arrangement is or contain a lease at inception. A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. All leases of the Company are currently classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, current, and operating lease liability, non-current in the Company’s consolidated balance sheets. Please refer to Note 10 for the disclosures regarding the Company’s method of adoption of ASC 842 and the impacts of adoption on its financial position, results of operations and cash flows. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The operating lease ROU assets and lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The operating lease ROU assets also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets and lease liabilities when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term. For operating leases with a term of one year or less, the Company has elected not to recognize a lease liability or ROU asset on its consolidated balance sheets. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term. Short-term lease costs are immaterial to its consolidated statements of operations and cash flows. The Company has operating lease agreements with insignificant non-lease components and has elected the practical expedient to combine and account for lease and non-lease components as a single lease component. The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. For the year ended March 31, 2026 and 2025, the Company did not have any impairment loss against its operating lease ROU assets. F- 16 Share-based Compensation The Company applies ASC No. 718, “Compensation-Stock Compensation,” which requires that share-based payment transactions with employees and nonemployees upon adoption of ASU 2018-07, be measured based on the grant date fair value of the equity instrument and recognized as compensation expense over the requisite service period, with a corresponding addition to equity. Under this method, compensation cost related to employee share options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the period during which an employee is required to provide service in exchange for the award, which generally is the vesting period. In addition to requisite service period, the Company also evaluates the performance condition and market condition under ASC 718-10-20. For an award which contains both a performance and a market condition, and where both conditions must be satisfied for the award to vest, the market condition is incorporated into the fair value of the award, and that fair value is recognized over the employee’s requisite service period or nonemployee’s vesting period if it is probable the performance condition will be met. If the performance condition is ultimately not met, compensation cost related to the award should not be recognized (or should be reversed) because the vesting condition in the award has not been satisfied. The expense resulting from share-based payments is recorded in general and administrative expense in the consolidated statements of operations. Please refer to Note 1 5 for more information. Mezzanine equity Where ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future. The Series A Preferred Shares (“Series A Preferred Shares”) was accounted for as mezzanine equity in accordance with ASC 480. Fair Value of Financial Instruments The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivables and other current assets, amounts due from/(to) related parties, accrued liabilities, and other current liabilities, approximate their fair values because of the short maturity of these instruments and market rates of interest. ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 - Quoted prices in active markets for identical assets and liabilities. Level 2 - Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 - Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. F- 17 The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of cash and cash equivalent, accounts receivable, contract assets, current maturities of operating lease liabilities, accrued liabilities, contract liabilities, due to related parties, and current maturities of long-term bank borrowings approximate the fair value of the respective assets and liabilities as of March 31, 2026 and 2025 due to their short-term nature. Revenue Recognition The Company adopted the revenue standard Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation. The Company enters into agreements with clients that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services transfer to the customer. It is customary practice for the Company to have the agreements with its customers in writing, orally, or in accordance with other customary business practices. The Company recognizes revenue based on the consideration specified in the applicable agreement. The contracts which the Company enters into with the clients are fixed price and provide for milestone billings based upon the attainment of specific project objectives to ensure the Company meets its contractual requirements. Additionally, contracts may include retentions or holdbacks paid at the end of a project to ensure that Company meets the contract requirements. However, since the customer does not have the option to purchase the warranty separately and there are no additional services to the customer during the retention period but to ensure all goods and services meet the criteria as specified in the contract, such warranty shall not be accounted for as a separate performance obligation. The Company historically incurs a very minimum cost during the retention period, the Company does not expect any significant liability to be incurred and no further provision made in the accounts. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by the customers and the transfer of promised services to the customers will be less than one year. F- 18 Design and Fit out Services The Company identifies the delivery of design and fit out services to the customer to be the performance obligation in the contract. Since the Company has concluded that the promises to be delivered on the contract would be one single performance obligation, no allocation of the transaction price is required and expected. As a professional interior design and fit out service provider, the Company recognizes revenue based on the Company’s effort or inputs to the satisfaction of a performance obligation over time as work progresses because of the continuous transfer of control to the customer and the Company’s right to bill the customer as costs are incurred. The Company’s contract with the customer has payment terms specified based upon certain conditions completed. The Company generally require an initial payment from the customer upon signing of the contract prior to the commencement of the project, which usually represents approximately 20% to 50% of the total contract sum. The Company issue invoices for interim payments at different stages of the project. The final invoice is generally issued shortly before or immediately after project completion. The Company’s customers are required to pay the Company at different billing stages over the contract period, as such, the Company believes the progress payments limit the Company’s exposure to credit risk and that the Company would be able to collect substantially all of the consideration gradually at different stages. The timing of the satisfaction of the Company’s performance obligations is based upon the cost-to-cost measure of progress method, which is generally different than the timing of unconditional right of payment and is based upon certain conditions completed as specified in the contract. The timing between the satisfaction of the Company’s performance obligations and the unconditional right of payment would contribute to contract assets and contract liabilities. The Company uses the ratio of actual costs incurred to total estimated costs since costs incurred (an input method) represent a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned. This method faithfully depicts the transfer of value to the customer when the Company is satisfying a performance obligation that entails a number of interrelated tasks or activities for a combined output that requires the Company to coordinate the work of employees and subcontractors. Contract costs typically include direct labor, subcontract and consultant costs, materials and indirect costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period. Changes in estimates can routinely occur over the contract term for a variety of reasons including, changes in scope, unanticipated costs, delays or favorable or unfavorable progress than original expectations. When the outcome of the contract cannot be reasonably measured, revenue is recognized only to the extent of contract costs incurred that are expected to be recovered. In situations where the estimated costs to perform exceeds the consideration to be received, the Company accrues the entire estimated loss during the period the loss becomes known. The Company’s contracts may contain variable consideration in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Variable consideration is generally estimated using the expected value method but may from time to time be estimated using the most likely amount method depending on the circumstance. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. The Company recognizes claims against vendors, sub-consultants, subcontractors and others as a reduction in costs when the contract establishes enforceability, and the amounts of recovery are reasonably estimable and probable. Reduction in costs is recognized at the lesser of the amount management expects to recover or costs incurred. As of March 31, 2026, the Company had transaction price allocated to remaining performance for design and fit out projects amounting to $ 377,974 which is expected to the satisfaction of a performance obligation within 12 months from March 31, 2026 using an input measure method. F- 19 Project Management Services The Company provides project management services as part of its comprehensive architectural design offerings. The performance obligation is identified as the delivery of these project management services to the customer. Given that the promises to be delivered under the contract constitute a single performance obligation, no allocation of the transaction price is required. The Company has concluded that its performance obligation in providing project management services meets the criteria for recognition over time under ASC 606-10-25-27(a). This criterion is met when the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it occurs. Revenue from project management services is recognized over time, evenly throughout the service period. The total contract price is determined at the inception of the contract and is allocated proportionally over the service period. This method ensures that revenue recognition reflects the continuous transfer of control of the services to the customer on a straight-line basis. As of March 31, 2026, the Company had transaction price allocated to remaining performance for project management services projects amounting to $ 140,317 , which is expected to the satisfaction of a performance obligation within 12 months from March 31, 2026 using an input measure method. Application Services The Company provides application services as part of its comprehensive architectural design offerings. The performance obligation is identified as the approval acquired. Given that the promises to be delivered under the contract constitute a single performance obligation, no allocation of the transaction price is required. The Company has determined that its performance obligation in providing application services meets the criteria for recognition at a point time under ASC 606, as control is transferred to the customer upon application approval acquired. As of March 31, 2026, the Company had transaction price allocated to remaining performance for application services amounting to $ 30,401 which is expected to the satisfaction of a performance obligation within 12 months from March 31, 2026. Design-only Services The Company identifies the delivery of design-only services to the customer as the performance obligation in the contract. Since the promises under the contract constitute a single performance obligation, there is no requirement for an allocation of the transaction price. As a provider of professional architectural design services, the Company recognizes revenue based on the progress of its work over time, using an input method that reflects the continuous transfer of control to the customer and aligns with the Company’s right to bill as costs are incurred. As of March 31, 2026, the Company had none transaction price allocated to remaining performance for design-only services projects which is expected to the satisfaction of a performance obligation within 12 months from March 31, 2026. F- 20 Revenue from Hearth Platform Services The Company recognizes revenue from Hearth platform technology fees in accordance with ASC 606, Revenue from Contracts with Customers. Each Hearth Service Agreement is accounted for as a contract with a customer containing two distinct performance obligations: (i) initial platform setup, consisting of delivery of the platform architecture blueprint, API credentials, and the Token Configuration Interface; and (ii) smart contract deployment and platform integration. The transaction price is the fixed platform technology fee specified in the agreement and is not contingent on the success of any capital-raising activity, token sale, or token-holder return. Consideration received in cryptocurrency is measured at its U.S.-dollar equivalent on the date the customer obtains control of the related deliverable, consistent with the noncash-consideration guidance in ASC 606-10-32-21. Revenue is recognized at the point in time at which control of each deliverable transfers to the client, evidenced by completion of the applicable contractual milestone. The Company has concluded that over-time recognition under ASC 606-10-25-27 is not appropriate because the client does not control an asset that is enhanced during the performance period and the Company does not have an enforceable right to payment for performance completed to date. Payments received in advance of satisfying a performance obligation are recorded as contract liabilities and recognized as revenue upon milestone completion. Service Arrangement Settled in Digital Assets During the year ended March 31, 2026, the Company, acting through its Hearth real world asset tokenization platform, entered into a Tokenization Agreement, dated March 31, 2026, with MD Queens Development LLC (or its designated special purpose vehicle) (the “Real World Asset”) to provide blockchain-based tokenization infrastructure and related technology services in connection with the Client’s mixed-use real estate development project located in Long Island City, New York. Under the Agreement, the Company is entitled to a non-refundable Platform Technology Fee of $ 15,000,000 , payable in two equal installments and settleable in U.S. dollars or in cryptocurrency. The consideration received constitutes noncash consideration under ASC 606. Noncash consideration is measured at the fair value of the consideration received at contract inception. The Client elected to settle the first installment of the Platform Technology Fee through the transfer of 12,500,000 PropDeFi tokens (“PPDF”) on March 31, 2026. The PPDF received was issued by the customer and was established on March 25, 2026, shortly before the transfer to the Company. As of the date of receipt, the PPDF had not enough established trading history, was not traded in an active market, and was subject to significant liquidity restrictions. Based on these factors, the Company determined that the fair value of the noncash consideration received was not reliably measurable as of March 31, 2026. Because the services had not been finished as of March 31, 2026 and the fair value of the noncash consideration was not reliably measurable, the Company has not recognized any revenue with respect to the Service Arrangement for the period. Consistent with its policy for consideration received in advance of performance, the Company recorded the arrangement as a contract liability; however, because the fair value of the consideration received could not be reliably measured, no contract liability and the related digital assets received were recorded as of March 31, 2026. The Company will reassess the arrangement in subsequent periods. Revenue, and any associated remeasurement of the consideration received, will be recognized when (i) the related performance obligation is satisfied and (ii) the fair value of the consideration received becomes reliably measurable, such as upon the development of an active trading market for the PPDF or upon disposition. Any subsequent recognition could differ materially from the stated contract value, and the ultimate amount realized, if any, is subject to significant uncertainty. F- 21 The Company’s key revenues streams are as below: SCHEDULE OF KEY REVENUE STREAMS 2026 2025 For the years ended March 31, 2026 2025 Project Income Design and fit-out 609,486 97,440 Others 107,399 104,567 Total $ 716,885 $ 202,007 Revenue Project Income $ 716,885 $ 202,007 Warranty The Company generally provides limited warranties for work performed under its contracts. At the time a sale is recognized, the Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at completion and these warranties are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or Company’s best estimate. There were no such reserves for the years ended March 31, 2026 and 2025 because the Company’s historical warranty expenses were immaterial to the Company’s audited consolidated financial statements. As such, there were no warranty reserves recorded as of March 31, 2026 and 2025. Contract Assets and Contract Liabilities Projects with performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported on consolidated balance sheets as “Contract assets”. Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined. Contract assets have billing term with unconditional right to be billed beyond one year are classified as non-current assets. Contract liabilities on uncompleted contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance of work performed and revenue recognized and provisions for losses. The majority of these amounts are expected to be earned within twelve months and are classified as current liabilities. Selling, General and Administrative Expenses Selling, general, and administrative expenses consist primarily of rent, insurance, utilities, and other customary operating expenses. All the costs are charged to operations when incurred. The Company recorded selling, general and administrative expenses of $ 1,445,961 and $ 369,991 for the years ended March 31, 2026 and 2025, respectively. Advertising and Marketing Expenses Advertising expenses primarily include costs related to online marketing, promotional materials, industry publications, and participation in design exhibitions and trade shows. The Company recorded advertising expense of $ 530,467 and $ 20,558 for the years ended March 31, 2026 and 2025, respectively. Government Subsidies Government subsidies primarily relate to non-recurring entitlements granted by the Hong Kong government pursuant to the Employment Support Scheme under the Anti-epidemic Fund. The Company recognizes government subsidies as other income when they are received because they are not subject to any past or future conditions. Government subsidies received and recognized as other income totaled $ 9,029 and $ 20,018 for the years ended March 31, 2026 and 2025, respectively. F- 22 Cost of Revenue The Company’s cost of revenue is primarily comprised of the material, subcontracting labor and overhead costs. These costs are expenses as incurred. Income Taxes The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company believes there were no uncertain tax positions as of March 31, 2026 and 2025, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. The Company is not currently under examination by an income tax authority, nor has been notified that an examination is contemplated. Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of foreign currency translation adjustments resulting from the Company translating its consolidated financial statements from functional currency into reporting currency. F- 23 Earnings/(Loss) Per Share The Company computes earnings/(loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing income available to ordinary shareholders of the Company by the weighted average Ordinary Shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue Ordinary Shares were exercised and converted into Ordinary Shares, using the treasury stock method. Potentially dilutive securities include stock options, warrants, and convertible instruments. As of March 31, 2026 and 2025, there were no dilutive shares. Segment Reporting The Company operates as one segment, in which management uses one measure of profitability, and the Company’s assets are mainly located in Hong Kong. The Company does not operate separate lines of business or separate business entities with respect to any of its product candidates. Accordingly, the Company does not have separately reportable segments. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation. Commitments and Contingencies The Company accounts for contingencies in accordance with ASC 450-20, Contingencies - Loss Contingencies. In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Significant Risks Currency Risk The Group’s operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Group considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$. F- 24 Concentration and Credit Risk Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash and accounts receivable. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. The Company deposits its cash with financial institutions located in Hong Kong, U.S. and PRC. As of March 31, 2026 and 2025, $ 2,713,466 and $ 31,950 were deposited with financial institutions located in Hong Kong, U.S., and PRC. The Deposit Protection Scheme introduced by the Hong Kong Government insured each depositor at one bank for a maximum amount of US$ 63,776 (HK$ 500,000 ). Otherwise, these balances are not covered by insurance. Cash balances in bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to a maximum amount of US$ 250,000 per depositor, per insured bank. The Company believes that no significant credit risk exists as these financial institutions have high credit quality and the Company has not incurred any losses related to such deposits. For the years ended March 31, 2026 and 2025, the Company’s assets were mainly located in Hong Kong and all of the Company’s revenue were derived from Hong Kong. For the year ended March 31, 2026, two customers accounted for approximately 83 % and 12 % of the Company’s total revenue. For the year ended March 31, 2025, two customers accounted for approximately 20 % and 17 % of the Company’s total revenue. For the year ended March 31, 2026, one subcontractor accounted for approximately 98 % of the Company’s total purchases. For the year ended March 31, 2025, one subcontractor accounted for approximately 54 % of the Company’s total purchases. Interest rate risk Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the interest risk exposure. Subsequent event The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements are available to be issued. Material subsequent events that required recognition or additional disclosure in the audited consolidated financial statements are presented. Recently issued accounting pronouncements Recently issued accounting pronouncements not yet adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2025, for emerging growth companies, with early adoption permitted. The amendments should be applied prospectively however; retrospective application is also permitted. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements. F- 25 In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements once adopted. We are currently evaluating the provisions of this ASU. In November 2024, the FASB issued ASU No. 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements. In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU simplifies the capitalization guidance by removing all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout ASC 350-40. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date; or follow a modified transition approach that is based on the status of the respective projects and whether software costs were capitalized before the date of adoption; or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is permitted. We are currently evaluating the provisions of this ASU. NOTE 3. ACCOUNT RECEIVABLES, NET Accounts receivable, net consisted of the following at March 31, 2026 and 2025: SCHEDULE OF ACCOUNTS RECEIVABLES, NET March 31, 2026 March 31, 2025 Accounts receivable $ 3,700 25,213 Less: allowance for doubtful accounts - ( 17,733 ) Accounts receivable, net $ 3,700 $ 7,480 The movement of allowance for doubtful accounts are as follows: SCHEDULE OF MOVEMENT OF ALLOWANCE FOR DOUBTFUL ACCOUNTS March 31, 2026 March 31, 2025 Beginning balance $ 17,733 - Write-off ( 17,733 ) - Addition - 17,708 Exchange difference - 25 Ending balance $ - 17,733 F- 26 NOTE 4. CONTRACT ASSETS/(LIABILITIES) Projects with performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported on the Company’s balance sheets as “Contract assets”. Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined. Contract assets that have billing terms with unconditional rights to be billed beyond one year are classified as non-current assets. Contract assets consisted of the following at March 31, 2026 and 2025: SCHEDULE OF CONTRACT ASSETS March 31, 2026 March 31, 2025 Revenue recognized to date $ 717,067 $ 54,113 Less: progress billings to date ( 715,973 ) ( 45,659 ) Exchange difference 1,959 12 Contract assets $ 3,053 $ 8,466 Contract assets, current $ 3,053 $ 8,466 Contract liabilities consisted of the following at March 31, 2026 and 2025: SCHEDULE OF CONTRACT LIABILITIES March 31, 2026 March 31, 2025 Billings in advance of performance obligation under contracts $ 62,191 $ 131,564 Contract liabilities related to contracts are balances due to customers under contracts. This arises if a particular milestone payment exceeds the revenue recognized to date under the cost-to-cost method. The movement in contract liabilities is as follows: SCHEDULE OF MOVEMENT IN CONTRACT LIABILITIES March 31, 2026 March 31, 2025 Beginning Balance $ 131,564 $ 101,718 Decrease in contract liabilities as a result of recognizing revenue during the period was included in the contract liabilities at the beginning of the period ( 93,063 ) ( 47,095 ) Increase in contract liabilities as a result of billings in advance of performance obligation under contracts 24,320 76,343 Exchange difference ( 630 ) 598 Ending Balance $ 62,191 $ 131,564 F- 27 NOTE 5. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET March 31, 2026 March 31, 2025 Equipment 3,866 - Hardware 992,996 - Property, plant and equipment, gross 992,996 - Less: accumulated depreciation ( 99,878 ) - Property, plant and equipment, net $ 896,984 $ - During the years ended March 31, 2026 and 2025, the Company incurred depreciation expense of $ 99,878 and none , respectively. NOTE 6. INTANGIBLE ASSETS On May 23, 2025, the Company entered into a Co-Development Agreement with Alan to AI Consultancy Co. Limited (“the Contractor”) for the co-development of the Acquired IP. This system is an AI software designed for architecture design and automated generation of structural and MEP (Mechanical, Electrical, and Plumbing) construction drawings. Under the agreement, while the core Qik BIM system intellectual property (IP) initially remains with the Contractor, the Company secures a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute the software, including access to its source code. Crucially, the Company holds exclusive rights for the use, management, and operation of the system in North America and Hong Kong for five years from final completion, after which the license becomes non-exclusive globally. Furthermore, the Company has an option, exercisable within three years of final completion, to either purchase the IP rights for the North American and Hong Kong version of the system or acquire equity in the Contractor (“the Option”). All development fees paid by the Company will be converted towards the acquisition cost if this option is exercised. The total contractual consideration for the acquisition was $ 14,993,500 . Due to foreign currency translation at the applicable exchange rate on the reporting date, as further detailed in Note 2 (Foreign Currency Translation), the recorded amount in the financial statements is $ 14,995,881 . On March 31, 2026, the Company entered into an Intellectual Property Assignment and Co-Ownership Agreement with Alan To AI Consultancy Co. Limited, pursuant to acquire a 50 % undivided co-ownership interest in certain intellectual property relating to the QikBIM system, including rights relating to the United States and Hong Kong standards adaptation and commercialization versions thereof (the “Acquired IP”). The aggregate purchase price for the Acquired IP is $ 17,500,000 . Prior payments made by the Company to the Contractor in the aggregate amount of $ 11,994,800 have been credited against the purchase price. Due to foreign currency translation at the applicable exchange rate on the reporting date, the recorded amount in the financial statements is $ 16,002,793 . As of March 31, 2026, $ 5,505,676 (HK$ 43,147,932 ) remained unpaid and is recorded within accrued liabilities on the consolidated balance sheet. Intangible assets consisted of the following at each balance sheet date: SCHEDULE OF INTANGIBLE ASSETS Costs: March 31, 2025 Additions Disposal March 31, 2026 Artificial intelligence software - 17,502,381 - 17,502,381 Blockchain Application Development - 70,000 - 70,000 Total - 17,572,381 - 17,572,381 Accumulated amortization: Artificial intelligence software - ( 1,499,588 ) - ( 1,499,588 ) Blockchain Application Development - ( 700 ) - ( 700 ) Total - ( 1,500,288 ) - ( 1,500,288 ) Carrying amounts - 16,072,093 - 16,072,093 F- 28 Amortization of the intangible asset during the years ended March 31, 2026 and 2025, was $ 1,500,288 . No intangible assets or amortization is booked as of March 31, 2025 and for the year ended March 31, 2025. Artificial intelligence software initially recognized under the May 23, 2025 Co-Development Agreement were recorded at $ 14,995,881 . On March 31, 2026, the Company entered into an Intellectual Property Assignment and Co-Ownership Agreement with the Contractor, which amended, restated and superseded the license-and-option arrangement under the Co-Development Agreement. As a result, the Company derecognized the $ 14,995,881 of intangible assets previously recognized under the Co-Development Agreement; and the newly acquired 50 % co-ownership interest in the Acquired IP at $ 17,502,381 , reflecting translation from the Company’s functional currency at the applicable exchange rates. No revenue related to QikBIM has been generated for the year ended March 31, 2026. The future amortization of the intangible asset is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Year Ending March 31, Amount 2027 $ 3,214,559 2028 3,214,559 2029 3,214,559 2030 3,214,559 2031 3,213,857 Total Intangible Asset Amortization $ 16,072,093 NOTE 7. ACCRUED LIABILITIES As of March 31, 2024 and 2025, accrued liabilities were comprised of the following: SCHEDULE OF ACCRUED LIABILITIES March 31, 2026 March 31, 2025 System migration services 360,900 - Intangible assets purchase 5,505,676 - Professional fees for legal and accounting services 123,287 - Payroll liabilities 33,261 - Other short-term liabilities 20,222 2,182 Total accrued liabilities $ 6,043,346 $ 2,182 NOTE 8. RELATED PARTIES TRANSACTIONS As of March 31, 2026 and 2025, the Company had amounts due to related parties of $ 286,160 and $ 48,462 , respectively. This amount includes consulting fees payable to the Directors, project expenses, office administration and general expenses paid by the Director on behalf of the Company. The amounts due are non-interest bearing, unsecured and have no fixed repayment terms. On April 28, 2025, the Company entered into a service agreement (the “Agreement”) with Greentree Financial Group, Inc. (“Greentree”), pursuant to which Greentree agreed to provide professional services regarding compliance with U.S. GAAP and SEC rules. As consideration for these services, the Company issued 200,000 shares of its Class A Ordinary Shares to Greentree. The service fees were considered fully earned upon the execution of the Agreement. The Company recognized stock-based compensation expense based on the fair value of the shares at $ 4.00 per share, referencing the offering price on May 19, 2025, the date the Company’s shares commenced trading. Accordingly, the Company recognized stock-based compensation expense of $ 800,000 related to this grant during the period ended December 31, 2025. On December 18, 2025, the Company and Greentree entered into an amendment to the Agreement (the “Addendum”). Under the terms of the Addendum, the Company agreed to issue an additional 350,000 shares of Class A Ordinary Shares to Greentree as a professional service fee. These shares were issued and vested immediately upon the signing of the Addendum. Accordingly, the Company recognized share-based compensation expense of $ 220,500 (the shares were valued at $ 0.63 per share based on the closing market price on the date of issuance) related to this grant during the year ended March 31, 2026. F- 29 On April 2, 2024, the Company entered a $ 600,000 bridge loan agreement with Precursor Capital Limited (“Precursor”). The loan bears interest at an annual rate of 12 % and is intended exclusively to cover the expenses related to the proposed listing, convertible into 600,000 Class A Ordinary Shares at a conversion price of $ 1 per share upon the election of conversion. On September 12, 2024, the loan was converted at the conversion price of $ 1 per share and 600,000 Class A Ordinary Shares were issued to Precursor Capital Limited. Simultaneously, the accrued interest of $ 32,153 was forgiven. For the year ended March 31, 2025, the total amount of offering costs and other general and administrative expenses incurred amounted to $ 520,547 which will be paid through the loan proceeds. The remaining balance of $ 79,453 , which was not utilized for expenses, will be either paid in cash by Precursor to the Company or otherwise transferred in accordance with the terms of the agreement. As of March 31, 2026, the remaining balance was $ 0 . With over payment of $ 392 , total $ 79,845 was booked into equity for the year ended March 31, 2026. On October 29, 2025, the Company entered into purchase agreement (the “PIPE Purchase Agreement”) with a group of institutional investors (collectively, the “Buyers”), providing for the issuance and sale, in multiple closings, of up to $ 50,000,000 in stated value of the Company’s newly authorized Series A Preferred Shares. Each share of Series A Preferred has a stated value of $ 1,000 and is convertible into Ordinary Shares of the Company (“Ordinary Shares”) in accordance with the related Certificate of Designations. The Initial Closing under the PIPE Purchase Agreement provided for the issuance of $ 1,500,000 in stated value of Series A Preferred, with subsequent closings providing for $ 500,000 (Second Closing), $ 4,000,000 (Third Closing) and up to the program maximum in one or more Additional Closings. One of the Buyers under the PIPE Purchase Agreement is TriCore Foundation, LLC (“TriCore”), which is identified in the PIPE Purchase Agreement as the “Affiliate Buyer.” During the year ended March 31, 2026, the Company received gross proceeds of $ 2,700,000 from TriCore under the PIPE Purchase Agreement for 3,000 shares of Series A Preferred S hares . On March 27, 2026, TriCore converted the 3,000 shares of Series A Preferred S hares into Class A Ordinary Shares. As of March 31, 2026, TriCore held 9,270,965 Class A Ordinary Shares and 0 Series A Preferred Shares. On August 30, 2024, the Company entered into an Executive Employment Agreement with Mr. Li Hsien Wong, the Chief Executive Officer. The agreement became effective on May 15, 2025 (the “Effective Date”), coinciding with the effectiveness of the Company’s registration statement on Form F-1. Pursuant to the agreement, Mr. Wong is entitled to an annual equity grant of 100,000 Class A Ordinary Shares. For the calendar year 2025, Mr. Wong will receive an initial grant pro-rated for the period from the Effective Date through December 31, 2025. Subsequent annual grants of 100,000 Class A Ordinary Shares are scheduled to be awarded on January 1 of each year during the employment period, subject to continued employment. For the initial grant awarded on the Effective Date, the Company determined the grant date fair value to be $ 4.68 per share, based on the market closing price on May 21, 2025. Accordingly, the Company recognized share-based compensation expense of $ 535,520 related to this grant during the year ended March 31, 2026. On December 30,2025, the Company executed the purchase agreement with FNHK Inc., CP COWORK LIMITED and R-OPUS Inc (“the Purchaser”). As of February 2026, the Company had fully received the consideration and issued 6,666,667 Class B Ordinary Shares to FNHK Inc., 6,666,666 Class B Ordinary Shares to CP COWORK LIMITED and 6,666,667 Class B Ordinary Shares to R-OPUS Inc, a par value of US$ 0.001 each. The Company issued 1,500 Preferred Shares to Greentree Financial Group, Inc. (“Greentree”) for net proceeds of $ 1,300,000 . On February 26, 2026, the Company received net proceeds of $ 227,237 for the Third Preferred Shares of the Securities Purchase Agreement from Greentree. The proceeds were recorded as liabilities to be settled in 300 shares of convertible redeemable preferred shares within current liabilities in the consolidated balance sheet as of March 31, 2026. 300 shares were issued on February 24, 2026. On March 30, 2026, Greentree elected to convert 420 shares of Series A Preferred Shares into Class A Ordinary Shares of the Company pursuant to the Certificate of Designations. The aggregate conversion amount of $ 511,429 was comprised of the stated value of the converted preferred shares of $ 421,520 (reflecting the 110% multiplier set forth in the Certificate of Designations) and accrued and unpaid dividends of $ 47,557 . Based on a conversion price of $ 0.3622 per share, the Company issued 1,412,023 Class A Ordinary Shares upon conversion, which were delivered electronically through the facilities of The Depository Trust Company. No cash proceeds were received by the Company in connection with the conversion, and the carrying amount of the converted preferred shares, together with the related accrued dividends, was reclassified to permanent equity (Class A Ordinary Shares and additional paid-in capital). As noted in note 2, the Company had restricted cash of $ 1,680,000 held in a non-interest-bearing escrow account maintained by Finuvia LLC, an affiliate of Precursor Capital Limited, the Company’s shareholder. During the year ended March 31, 2026, the Company entered into a service agreement with Finuvia LLC to explore the Japan market, for a total amount of $ 200,000 , and a financial advisory service agreement for a monthly fee of $ 20,000 . F- 30 NOTE 9. LOAN PAYABLE On October 5, 2023, the Company borrowed a 10 -years term loan of $ 475,434 (HK$ 3,697,002 ) as working capital at an annual interest rate of Hong Kong Prime Lending Rate minus 2.25 % per annum under the loan agreement with HSBC (Hong Kong) signed on October 13, 2023. Repayments are to be made on a monthly basis throughout the term of the loan. The loan was under the SME Financing Guarantee Scheme (“Scheme”), the Scheme was launched on January 1, 2011 by The Hong Kong Mortgage Corporation Limited (“HKMC”), to ease the cash flow problems of Enterprises adversely affected by the outbreak of COVID-19, a Special 100% Loan Guarantee would be introduced under the Scheme. The loans under the Special 100% Loan Guarantee are fully guaranteed by the Hong Kong Government at a concessionary low-interest rate. On January 2, 2025, due to a general decline in the market lending rate, the applicable annual interest rate was automatically adjusted by the lender from 3.125 % to 3.000 % pursuant to the original loan agreement. As of March 31, 2026, a principal payment of $ 3,317 had been made, reducing the outstanding loan balance to $ 470,249 . Loan payable is as follows as of March 31, 2026 and 2025: SCHEDULE OF BANK BORROWINGS Interest rate March 31, 2026 March 31, 2025 HSBC (Hong Kong) - 100% Guarantee Loan 3.000 % $ 470,249 $ 473,566 Less: current portion of long-term bank borrowings ( 22,192 ) ( 378 ) Non-current portion of long-term bank borrowings $ 448,057 $ 473,188 Interest expense pertaining to the above bank borrowings for the years ended March 31, 2026 and 2025 amounted to $ 13,725 and $ 44,875 , respectively. Maturities of the loan payable were as follows: SCHEDULE OF MATURITIES OF LOAN PAYABLE As of March 31 2027 $ 22,192 2028 46,985 Thereafter 401,072 Total loan payables $ 470,249 F- 31 NOTE 10. LEASE The Company leases office space in Hong Kong under a non-cancelable operating lease agreement executed on June 26, 2023, with a term ending August 15, 2025. This lease has been extended to end on August 17, 2027. In April 2024, the Company entered two additional non-cancelable operating lease agreements for office spaces located in Rolling Hills Estates, California. The first lease commenced on April 10, 2024, and expired on November 30, 2025. The Company has renewed the lease agreement with leasing period from December 1, 2025 to December 31, 2026. The second lease began on April 22, 2024, and was terminated on April 30, 2025. This has been extended to October 30, 2026. In November 2024, the Company entered another lease for office space in Rolling Hills Estates, which commenced on November 11, 2024, and will expire on December 31, 2025 and this lease has been extended to December 31, 2026. On December 26, 2025, the Company entered an operating lease agreement for its office in Guangzhou, PRC. The lease will be expired on December 25, 2026. The balances for the operating leases where the Company is the lessee are presented within the balance sheets as follows: SCHEDULE OF OPERATING LEASES As of March 31, 2026 As of March 31, 2025 Operating leases: Operating lease right-of-use assets $ 635,622 $ 37,999 Operating lease liabilities, current $ 164,391 $ 38,109 Operating lease liabilities, noncurrent 454,404 - Total operating lease liabilities $ 618,795 $ 38,109 Weighted average remaining lease term (in years) 4.52 0.43 Weighted average discount rate (%) 3.63 % 3.63 % The components of lease expenses for the years ended March 31, 2026 and 2025 were as follows: SCHEDULE OF LEASES EXPENSES 2026 2025 For the years ended March 31, 2026 2025 Operating lease cost $ 110,324 $ 73,351 Cost of other leases with period less than one year and variable lease costs 3,906 6,664 Total lease expenses $ 114,230 $ 80,015 Weighted average discount rate (%) 3.63 % 3.63 % Supplemental cash flow information related to leases for the years ended March 31, 2026 and 2025 were as follows: SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES Cash paid for amounts included in the measurement of lease liabilities: 2026 2025 For the years ended March 31, Cash paid for amounts included in the measurement of lease liabilities: 2026 2025 Operating cash flows from operating leases $ 114,230 $ 80,015 Supplemental noncash information: Right-of-use assets obtained in exchange for lease obligation: $ 662,368 $ 82,402 F- 32 As of March 31, 2026, the maturities of operating lease liabilities (excluding short-term lease) are as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES As of March 31, Operating Lease 2027 $ 183,904 2028 126,973 2029 117,382 2030 117,382 2031 127,163 Total lease payments 672,804 Less: Imputed interest ( 54,009 ) Present value of lease liabilities $ 618,795 Less: current portion ( 164,391 ) Lease obligations, noncurrent 454,404 As of March 31, 2025, the maturities of operating lease liabilities (excluding short-term lease) are as follows: As of March 31, Operating Lease 2026 $ 38,566 Total lease payments 38,566 Less: Imputed interest ( 457 ) Present value of lease liabilities $ 38,109 Less: current portion ( 38,109 ) Lease obligations, noncurrent $ - NOTE 1 1 . SHAREHOLDERS’ EQUITY Class A Ordinary Shares The Company is authorized to issue 100,000,000 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares, both with a par value of $ 0.001 per share. As of March 31, 2026 and 2025, the Company had 25,430,128 and 9,611,111 Class A Ordinary Shares issued and outstanding, respectively. In July 2024, Wong Li Hsien, OFA HK’s previous shareholder, sold 17,500 Class A Ordinary Shares of OFA HK to FNHK Inc. and 32,500 shares to R-Opus Inc., while Chong Wai Wong, OFA HK’s previous shareholder, sold 17,500 Class A Ordinary Shares of OFA HK to CP COWORK LIMITED and 32,500 shares to R-Opus Inc. Following the completion of the transactions, FNHK Inc., R-Opus Inc. and CP COWORK LIMITED became the new shareholders of OFA HK. In August 2024, OFA Group was incorporated in the Cayman Islands and became the holding company pursuant to the Reorganization described in Note 1. In connection with the Reorganization, 50,000,000 authorized shares of OFA were designated as Class A Ordinary Shares. Each ordinary share has $ 0.001 par value and is entitled to one vote. Upon the Reorganization, on August 24, 2024, OFA issued an aggregate of 7,711,111 Class A Ordinary Shares to shareholders of OFA HK in exchange for respective equity interests that they held in OFA HK immediately before the Reorganization. Share data have been retrospectively restated to give effect to the reorganization that is discussed in Note 1. On April 2, 2024, the Company entered a $ 600,000 bridge loan agreement with Precursor Capital Limited (“Precursor”) to finance expenses related to the proposed listing. The loan bears interest at an annual rate of 12 % and was convertible into 600,000 Class A Ordinary Shares at a conversion price of $ 1 per share upon the election of conversion. On September 12, 2024, Precursor elected to convert the full outstanding principal of $ 600,000 , and 600,000 Class A Ordinary Shares were issued. For the year ended March 31, 2025, the total amount of offering costs and other general and administrative expenses incurred amounted to $ 520,547 which will be paid through the loan proceeds. The remaining balance of $ 79,453 , which was not utilized for expenses, will be either paid in cash by Precursor to the Company or otherwise transferred in accordance with the terms of the agreement. As of March 31, 2026, the remaining balance was $ 0 . With over payment of $ 392 , total $ 79,845 was booked into equity for the year ended March 31, 2026. F- 33 Share-based Compensation On March 25, 2024, the Company also entered into agreements with certain consultants and advisors for services provided in connection with the Company’s initial public offering. Under the terms of these agreements, on September 25, 2024, the Company issued an aggregate of 1,300,000 Class A Ordinary Shares as consideration for advisory and consulting services rendered. The fair value of these Class A Ordinary Shares was determined to be $ 0.066 per share, as valued by an independent third party using the income approach. Based on this fair value, the total share-based compensation recognized amounted to $ 85,800 . For the year ended March 31, 2026, a total of 550,000 shares were issued for professional service. Please refer to Note 1 4 for more information. IPO On May 22, 2025, the Company completed its IPO of 3,750,000 Ordinary Shares, par value $ 0.001 per share, at a public offering price of $ 4.00 per share, resulting in gross proceeds of approximately $ 15.0 million, before underwriting discounts and offering expenses. In connection with the IPO, the underwriters exercised their over-allotment option in full to purchase an additional 562,500 Class A Ordinary Shares, par value $ 0.001 per share, at the public offering price of $ 4.00 per share. The over-allotment option exercise closed on June 5, 2025. Deferred offering costs of $ 266,028 were offset against the proceeds from the IPO. Series A Preferred Shares Conversion On March 30, 2026, Greentree elected to convert 420 shares of Series A Preferred Shares into Class A Ordinary Shares of the Company pursuant to the Certificate of Designations. The aggregate conversion amount of $ 511,429 was comprised of the stated value of the converted preferred shares of $ 421,520 (reflecting the 110% multiplier set forth in the Certificate of Designations) and accrued and unpaid dividends of $ 47,557 . Based on a conversion price of $ 0.3622 per share, the Company issued 1,412,023 Class A Ordinary Shares upon conversion, which were delivered electronically through the facilities of The Depository Trust Company. No cash proceeds were received by the Company in connection with the conversion, and the carrying amount of the converted preferred shares, together with the related accrued dividends, was reclassified to permanent equity (Class A Ordinary Shares and additional paid-in capital). As of March 31, 2026, Greentree held 1,762,023 Class A Ordinary Shares and 1,080 Series A Preferred Shares. On March 27, 2026, TriCore elected to convert 3,000 Preferred Shares (aggregate stated value of $ 3,300,000 , reflecting a 110% multiplier) into 9,270,965 Class A Ordinary Shares at a conversion price of $ 0.35595 per share. The Ordinary Shares were issued in certificated form to TriCore. As of March 31, 2026, TriCore held 9,270,965 Class A Ordinary Shares and 0 Series A Preferred S hares . Atsion Opportunity Fund LLC Agreement On July 14, 2025, the Company entered into the Purchase Agreement (the “Atsion Purchase Agreement”) with Atsion Opportunity Fund LLC – Series 1 (“Atsion”), pursuant to which the Company have the right, but not the obligation, to sell up to $ 100,000,000 (which may be increased to $ 200,000,000 upon mutual agreement by us and Atsion) of Class A Ordinary Shares, to Atsion, subject to the terms and conditions set forth therein. In furtherance of the Equity Facility, the Company and Atsion also entered into a related Registration Rights Agreement pursuant to which the Company have agreed to register for resale on a registration statement on Form S-1 the Class A Ordinary Shares issuable to Atsion pursuant to the Equity Facility. In consideration for entering into the Purchase Agreement, the Company have agreed to issue Atsion 250,000 Commitment Shares. If the aggregate value of the Commitment Shares, as determined pursuant to the Purchase Agreement, is less than $ 1,000,000 , then the Company have agreed to pay Atsion the difference in cash. The Company have also agreed to reimburse Atsion for certain expenses. On March 24, 2026, the Company issued 250,000 Commitment Shares to Atsion in partial satisfaction of the Commitment Fee. In accordance with the terms of the Purchase Agreement, the Commitment Shares were valued at $ 0.4113 per share — the volume-weighted average price of the Company’s Ordinary Shares over the five trading days immediately preceding the effective date of the related registration statement — for an aggregate value of $ 102,825 . Because the value of the Commitment Shares issued was less than the $ 1,000,000 Commitment Fee, the remaining unpaid balance of $ 897,175 was recorded as a commitment fee payable within current liabilities in the consolidated balance sheet as of March 31, 2026. F- 34 The remaining Commitment Fee is payable in accordance with a Conditional Waiver of Covenant dated March 25, 2026 (the “Waiver”), under which the Company and the Atsion agreed to a payment schedule consisting of: (i) $ 350,000 due within five days following the effective date of the registration statement; (ii) $ 300,000 due on the three-month anniversary of the effective date; and (iii) the remaining balance due on the six-month anniversary of the effective date. If the Company fails to make any scheduled payment when due, the entire unpaid balance becomes, at Atsion’s election, immediately due and payable, together with liquidated damages accruing at 1 % of the Commitment Fee per day. On June 3, 2026, the Company and Atsion entered into Amendment No. 1 to the Waiver, granting the Company the right, upon a payment default, to settle all or any portion of the unpaid balance by issuing Ordinary Shares (“Default Shares”) in a number equal to the unpaid amount divided by the volume-weighted average price of the Ordinary Shares on the trading day immediately preceding issuance, subject to a cap of 3,000,000 shares. In connection therewith, the Company delivered irrevocable instructions to its transfer agent reserving 3,000,000 Ordinary Shares for potential issuance as Default Shares and agreed to file an amended registration statement on Form S-1 registering such shares. Class B Ordinary Shares On November 24, 2025, the Company held an extraordinary general meeting of shareholders (the “EGM”). The Company’s shareholders approved the following proposals: (i) Proposal 1: As an ordinary resolution, to increase the Company’s authorized share capital from US$ 50,000 divided into 50,000,000 Ordinary Shares of a par value of US$ 0.001 each, to US$ 320,000 divided into 320,000,000 Ordinary Shares of a par value of US$ 0.001 each; (ii) Proposal 2: As an ordinary resolution, subject to the approval of Proposal 1 by the shareholders, to amend the authorized share capital of the Company by (i) re-classifying and re-designating 120,000,000 Ordinary Shares as 100,000,000 Class A Ordinary Shares, par value US$ 0.001 , each with one vote per share and 20,000,000 Class B Ordinary Shares, par value US$ 0.001 each, with 25 votes per share . The current issued and outstanding 14,123,611 Ordinary Shares of par value of US$ 0.001 each be and are re-classified and re-designated as Class A Ordinary Shares; and (ii) re-classify the remaining 200,000,000 shares as undesignated shares of a par value of US$ 0.001 (the “Un-designated Shares”) each, of such class or classes, however designated, as the board of directors may determine in accordance with the amended and restated memorandum and articles of association of the Company (the “Re-designation of Shares”), such that, immediately following the Re-designation of Shares, the authorized share capital of the Company shall be US$ 320,000 divided into 320,000,000 shares comprising (i) 100,000,000 Class A Ordinary Shares; (ii) 20,000,000 Class B Ordinary Shares; and (iii) 200,000,000 Un-designated Shares; (iii) Proposal 3: As a special resolution, subject to the approval of Proposal 1 and Proposal 2 by the shareholders, to amend and restate the Company’s amended and restated memorandum and articles of association (the “M&A”) by the deletion in their entirety and to approve and adopt the substitution in their place of the second amended and restated memorandum and articles of association (the “Second M&A”), with immediate effect in substitution for and to the exclusion of the M&A; (iv) Proposal 4: As an ordinary resolution, subject to the approval of Proposals 1 – 3 by the shareholders, to issue 20,000,000 Class B Ordinary Shares each in the capital of the Company to FNHK Inc., CP COWORK LIMITED and R-OPUS Inc. at par value each, for an aggregate consideration of US$ 20,000.00 ; On December 30,2025, the Company executed the purchase agreement with FNHK Inc., CP COWORK LIMITED and R-OPUS Inc (“the Purchaser”). As of February 2026, the Company had fully received the consideration and issued 6,666,667 Class B Ordinary Shares to FNHK Inc., 6,666,666 Class B Ordinary Shares to CP COWORK LIMITED and 6,666,667 Class B Ordinary Shares to R-OPUS Inc. F- 35 (v) Proposal 5: As an ordinary resolution, (i) the Company be authorized to enter into, execute, deliver and perform all obligations under the Securities Purchase Agreement, the Certificate of Designations of Series A Preferred Shares, par value UD$ 0.001 per share (the “CoD”) and the Registration Rights Agreement (the “RRA,” and together with the Purchase Agreement and the CoD, the “Transaction Documents”), in each case substantially in the forms presented to the shareholders; (ii) the Company is authorized to issue and sell up to 50,000 Series A Preferred Shares, having an aggregate stated value of up to US$ 50,000,000 , pursuant to and in accordance with the Transaction Documents (the “Private Placement” or the “Facility”); (iii) any Director and/or officer of the Company be authorized and directed to negotiate, execute and deliver all agreements, documents and instruments necessary or desirable to establish, maintain and draw upon the Private Placement; (iv) any Director and/or officer be authorized to take all such actions (including issuance of Preferred Shares under the authorized Un-designated Shares, determining the rights attached to these preferred shares and submission of Registration Statement with the U.S. Securities and Exchange Commission) as may be necessary or appropriate in connection with the Facility and the Private Placement; (v) the Facility will be subscribed for up to US$ 18,000,000 by Greentree Financial Group, Inc.; and (v) the Facility will be subscribed for up to US$ 32,000,000 by TriCore Foundation, LLC. The beneficial owners of TriCore Foundation, LLC are the three founder shareholders and affiliates of the Company: (A) Li Hsien Wong, (B) Wai Wong Chong, and (C) R-Opus, Inc.; (vi) Proposal 6: As an ordinary resolution, to establish and maintain a digital asset treasury for the purpose of holding, managing and investing in digital assets including cryptocurrencies and blockchain-based assets; and (vii) Proposal 7: As an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the EGM, there are not sufficient votes to approve any other proposal(s). On December 30,2025, the Company executed the purchase agreement with FNHK Inc., CP COWORK LIMITED and R-OPUS Inc (“the Purchaser”). As of February 2026, the Company had fully received the consideration and issued 6,666,667 Class B Ordinary Shares to FNHK Inc., 6,666,666 Class B Ordinary Shares to CP COWORK LIMITED and 6,666,667 Class B Ordinary Shares to R-OPUS Inc, a par value of US$ 0.001 each. As of March 31, 2026 and 2025, the Company had 20,000,000 and no Class B Ordinary Shares issued and outstanding, respectively. Series A Preferred Shares — Mezzanine Equity On October 29, 2025, the Company entered into a PIPE Purchase Agreement with institutional investors to sell up to $ 50,000,000 in stated value of Series A Preferred Shares (“Preferred Shares”) across multiple closings at $ 900 per share (stated value $ 1,000 ). Preferred Shares have 12 % cumulative dividends (default rate 15 %); conversion at holder’s option at the lesser of $1.00 (Fixed) or 90% of lowest VWAP over 10 trading days (Variable), floor price $0.20; Company Optional Redemption at 120% of Conversion Amount; Holder Put Right upon uncured Triggering Event at 110% of Conversion Amount; Fundamental Transaction Redemption at 110%; and no voting rights. The Company issued 1,500 Preferred Shares to Greentree Financial Group, Inc. (“Greentree”) for net proceeds of $ 1,300,000 and 3,000 Preferred Shares to TriCore for net proceeds of $ 2,700,000 . On February 26, 2026, the Company received net proceeds of $ 227,237 from Greentree for the Third Preferred Shares of the PIPE Purchase Agreement. The proceeds were recorded as liabilities to be settled in 300 shares of convertible redeemable preferred shares within current liabilities in the consolidated balance sheet as of March 31, 2026. 300 shares were issued on February 24, 2026. F- 36 On March 27, 2026, TriCore Foundation LLC submitted a Notice of Conversion pursuant to the Certificate of Designations of Series A Preferred Shares of the Company. TriCore elected to convert 3,000 Preferred Shares (aggregate stated value of $ 3,300,000 , reflecting a 110% multiplier) into 9,270,965 Class A Ordinary Shares at a conversion price of $ 0.35595 per share. 9,270,965 Class A Ordinary Shares were issued to TriCore. No cash proceeds were received by the Company in connection with the conversion. On March 30, 2026, Greentree elected to convert 420 shares of Series A Preferred Shares into Class A Ordinary Shares of the Company pursuant to the Certificate of Designations. The aggregate conversion amount of $ 511,429 was comprised of the stated value of the converted preferred shares of $ 421,520 (reflecting the 110% multiplier set forth in the Certificate of Designations) and accrued and unpaid dividends of $ 47,557 . Based on a conversion price of $ 0.3622 per share, the Company issued 1,412,023 Class A Ordinary Shares upon conversion, which were delivered electronically through the facilities of The Depository Trust Company. No cash proceeds were received by the Company in connection with the conversion, and the carrying amount of the converted preferred shares, together with the related accrued dividends, was reclassified to permanent equity (Class A Ordinary Shares and additional paid-in capital). Attributes of Series A Preferred Shares include but are not limited to the following: Ranking . The Series A Preferred Shares, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all other classes of shares of the Company, unless the Required Holders (as defined in the Certificate of Designations) consent to the creation of other class of shares in the Company that is senior or equal in rank to the Series A Preferred Shares. Dividends . The holders of Series A Preferred Shares will be entitled to a 12 % per annum dividends. The dividends will be payable to each record holder of the Series A Preferred Shares in cash or in shares of Class A Ordinary Shares or any combination thereof. The Company may, at its option, under certain circumstances, capitalize the dividend by increasing the stated value of the Series A Preferred Shares or elect a combination of the capitalized dividend and a payment in dividend shares. If a Triggering Event (defined below) is continuing, the dividend rate increases to the default rate specified in the Certificate of Designations until cured. If equity conditions are not satisfied for payment in shares on a given dividend date (and the applicable holder does not waive), dividends are capitalized (or paid in cash if expressly provided). Triggering Events . The Certificate of Designations contains triggering events (each, a “Triggering Event” including certain Bankruptcy Triggering Event (as defined therein)), including but not limited to: (i) failure of a registration statement for the shares of Class A Ordinary Shares underlying to be maintained effective; (ii) the suspension from trading or the failure to list the Class A Ordinary Shares within certain time periods; (iii) failure to declare or pay any dividend when due; (iv) the occurrence of any default under, redemption of or acceleration prior to maturity above agreed thresholds, (v) the Company’s failure to cure a conversion failure of failure to deliver shares of the Class A Ordinary Shares upon conversion, or notice of the Company’s intention not to comply with a request for conversion of any Series A Preferred Shares, and (vi) bankruptcy or insolvency of the Company. From and after the occurrence and during the continuance of any Triggering Event, the Dividend Rate in effect shall automatically be increased to the Default Rate of (i) 15 % per annum. Triggering Event Redemption Right . Upon the occurrence and continuance of and Triggering Event, and following the expiration of any applicable cure period, a Holder has the right, exercisable at its option by written notice to the Company to redeem all or any portion of such Holder’s outstanding stated value of the Preferred Shares for cash. Upon notice, the Company shall immediately redeem in cash all amounts due under the Series A Preferred Shares at a redemption price equal to 110% of the Conversion Amount (as defined in the Certificate of Designations). Voting Rights . The holders of the Series A Preferred Shares shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Class A Ordinary Shares, except as provided in the Certificate of Designations (or as otherwise required by applicable law). F- 37 The Series A Preferred Shares was accounted for as Mezzanine Equity in accordance with ASC 480 - Distinguishing Liabilities from Equity. As of March 31, 2026, the stock close price was $ 0.5080 . The Company received a Nasdaq minimum bid price deficiency notice on December 17, 2025, with a compliance deadline of June 9, 2026. For the periods that management determined it was probable that the Preferred Shares would become redeemable, the Company had elected to carry the shares at the maximum redemption value, or fair value, in mezzanine equity on the consolidated balance sheets. For all the reporting periods through March 31, 2026, all Preferred Shares were recognized at their maximum redemption value. During the years ended March 31, 2026 and 2025, the Company recognized $ 637,894 and nil , respectively, in accretion of the Preferred Shares to redemption value within mezzanine equity on the consolidated balance sheets. During the years ended March 31, 2026 and 2025, the Company recognized $ 76,500 ($ 49,077 converted) and nil , respectively, for dividends on Series A P referred Shares on the consolidated balance sheets. Conversion of Series A Preferred Shares L&H, holders of the Company’s Series A Preferred Shares, $ 0.001 par value per share, elected to convert a portion of their holdings into Class A Ordinary Shares in accordance with the Certificate of Designations, as follows: On March 26, 2026, 110 shares of Series A Preferred Shares (aggregate stated value of $ 111,393 , reflecting the 110 % multiplier, and an aggregate conversion amount of $ 122,026 inclusive of accrued dividends) were converted at a conversion price of $ 0.356 ($ 0.3622 on the dividend portion) into 373,601 Class A Ordinary Shares. On March 31, 2026, 150 shares of Series A Preferred Shares (aggregate stated value of $ 151,900 , reflecting the 110 % multiplier, and an aggregate conversion amount of $ 152,533 inclusive of accrued dividends) were converted at a conversion price of $ 0.3622 ($ 0.3625 on the dividend portion) into 463,117 Class A Ordinary Shares. In the aggregate, 260 shares of Series A Preferred Shares were converted into 836,718 Class A Ordinary Shares. The conversions were effected pursuant to the terms of the Certificate of Designations and generated no cash proceeds to the Company. No Class A Ordinary Shares have been issued yet as of March 31, 2026. Real World Asset Tokenization Service Agreement with MD Queens Development LLC On March 31, 2026, the Company, acting through its Hearth real world asset tokenization platform, executed a Real World Asset Tokenization Agreement with MD Queens Development LLC (or its designated special purpose vehicle) to provide blockchain-based tokenization infrastructure and related technology services in connection with a mixed-use real estate development project located in Long Island City, New York, in consideration for a non-refundable Platform Technology Fee of $ 15,000,000 payable in two equal installments. The Company commenced performance under the agreement during the year ended March 31, 2026, and received the first installment, representing 50% of the Platform Technology Fee. Real World Asset elected to settle the first installment of the Platform Technology Fee through the transfer of 12,500,000 PPDF tokens on March 31, 2026. As the related tokenization performance obligation had not been satisfied as of March 31, 2026, the consideration received was recorded as contract liabilities and was not recognized as revenue in the current period. Substantive delivery of the platform services, and recognition of the associated revenue, is expected to occur during the fiscal year ending March 31, 2027. NOTE 1 2 . BASIC AND DILUTED LOSS PER SHARE Basic and diluted loss per share have been calculated in accordance with ASC 260 on computation of loss per share for the years ended March 31, 2026 and 2025 are calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE For the years ended March 31, 2026 2025 Class A Ordinary Shares Net loss attributable to the Class A ordinary shareholders, basic and diluted ( 8,737,210 ) ( 714,680 ) Weighted average shares outstanding, Class A Ordinary Shares 13,564,148 8,689,741 Basic and diluted net loss per share, Class A Ordinary Shares $ ( 0.64 ) $ ( 0.08 ) Class B Ordinary Shares Net loss attributable to the Class B ordinary shareholders, basic and diluted - - Weighted average shares outstanding, Class B Ordinary Shares 2,977,169 - Basic and diluted net loss per share, Class B Ordinary Shares - - NOTE 1 3 . INCOME TAXES Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company in the Cayman Islands to its shareholders, no Cayman Islands withholding tax will be imposed. Hong Kong In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. With effect from the year of assessment of 2018/2019, Hong Kong profit tax rates are 8.25 % on assessable profits up to $ 255,102 (HK$ 2,000,000 ), and 16.5 % on any part of assessable profits over $ 255,102 (HK$ 2,000,000 ). No income tax expense was recognized for the year as the Company maintained a full valuation allowance against its deferred tax assets. Accordingly, there was no current income tax expense incurred in Hong Kong due to the valuation allowance. F- 38 U.S. The Company’s subsidiary OFA Financial was incorporated in Delaware and is treated as United States corporations for US federal income tax purposes per the Internal Revenue Code (US) and are thereby subject to federal income tax on its worldwide income. The applicable U.S. federal corporate income tax rate is 21 %. The Company is exempt from Delaware state corporate income tax as it does not conduct business within the state of Delaware, though it remains subject to the annual Delaware franchise tax. The Company’s subsidiary Office for Fine Architecture, Inc. was incorporated in California and is treated as a United States corporation for US federal income tax purposes per the Internal Revenue Code (US) and are thereby subject to federal income tax on its worldwide income at a statutory rate of 21 %. In addition, Office for Fine Architecture, Inc. is subject to California state corporate tax laws and, if it conducts business or has income sourced to California, is generally subject to California corporation tax and applicable California franchise tax obligations. PRC Guangzhou Zhiyi Consulting Services Co., Ltd. is governed by the income tax laws of the PRC and the income tax provisions in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIEs”) are usually subject to a unified 25 % enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on a case-by-case basis. The income tax provision consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES For the years ended March 31, 2026 2025 Current U.S. $ - $ - Cayman - - PRC 66 - Hong Kong - - Deferred U.S. - - Cayman - - PRC - - Hong Kong - - Provision for income taxes $ 66 $ - The Company measures deferred tax assets and liabilities based on the difference between the audited consolidated financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax asset and liability are as follows as of March 31, 2026 and 2025: SCHEDULE OF DEFERRED TAX ASSET Deferred tax assets: As of March 31, 2026 As of March 31, 2025 Net operating loss carryforwards $ 239,019 $ 95,049 Total deferred tax assets 239,019 95,049 Less: valuation allowance ( 239,019 ) ( 95,049 ) Deferred tax assets, net $ - $ - F- 39 There was no income tax payable as of March 31, 2026 and 2025. As of March 31, 2026, the Company had accumulated net operating loss carryforwards with an indefinite carry-forward period of approximately $ 9,043,802 . The following table reconciles statutory rates to the Company’s effective tax: SCHEDULE OF RECONCILIATION STATUTORY RATE AND EFFECTIVE TAX RATE 2026 2025 For the years ended March 31, 2026 2025 Profit (loss) before income taxes $ ( 8,022,749 ) $ ( 714,680 ) Income taxes computed at statutory tax rate ( 184,841 ) ( 59,888 ) Reconciling items: Change in valuation allowance 184,775 59,888 Income tax expense $ ( 66 ) $ - Uncertain tax positions The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of March 31, 2026 and 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income taxes for the years ended March 31, 2026 and 2025. The Company also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from March 31, 2026. NOTE 1 4 . SHARE-BASED COMPENSATION On September 25, 2024, the Company issued 1,300,000 Class A Ordinary Shares for professional services provided for the initial public offering. The total fair value of the shares issued was $ 85,800 , based on a fair value of $ 0.066 per share as determined by an independent third party. The following table summarizes the key assumptions used to determine the fair value of the awards: SCHEDULE OF FAIR VALUE ASSUMPTIONS Fair value per share 0.066 Discount rate (after tax) 15 % Discount for lack of marketability (“DLOM”) 28 % On April 28, 2025, the Company entered into a service agreement (the “Agreement”) with Greentree Financial Group, Inc. (“Greentree”), pursuant to which Greentree agreed to provide professional services regarding compliance with U.S. GAAP and SEC rules. As consideration for these services, the Company issued 200,000 shares of its Class A Ordinary Shares to Greentree. The service fees were considered fully earned upon the execution of the Agreement. The Company recognized stock-based compensation expense based on the fair value of the shares at $ 4.00 per share, referencing the offering price on May 19, 2025, the date the Company’s shares commenced trading. Accordingly, the Company recognized stock-based compensation expense of $ 800,000 related to this grant during the period ended December 31, 2025. On December 18, 2025, the Company and Greentree entered into an amendment to the Agreement (the “Addendum”). Under the terms of the Addendum, the Company agreed to issue an additional 350,000 shares of Class A Ordinary Shares to Greentree as a professional service fee. These shares were issued and vested immediately upon the signing of the Addendum. Accordingly, the Company recognized share-based compensation expense of $ 220,500 (the shares were valued at $ 0.63 per share based on the closing market price on the date of issuance) related to this grant during the year ended March 31, 2026. F- 40 On August 30, 2024, the Company entered into an Executive Employment Agreement with Mr. Li Hsien Wong, the Chief Executive Officer. The agreement became effective on May 15, 2025 (the “Effective Date”), coinciding with the effectiveness of the Company’s registration statement on Form F-1. Pursuant to the agreement, Mr. Wong is entitled to an annual equity grant of 100,000 Class A Ordinary Shares. For the calendar year 2025, Mr. Wong will receive an initial grant pro-rated for the period from the Effective Date through December 31, 2025. Subsequent annual grants of 100,000 Class A Ordinary Shares are scheduled to be awarded on January 1 of each year during the employment period, subject to continued employment. For the initial grant awarded on the Effective Date, the Company determined the grant date fair value to be $ 4.68 per share, based on the market closing price on May 21, 2025. Accordingly, the Company recognized share-based compensation expense of $ 535,520 related to this grant during the year ended March 31, 2026. NOTE 1 5 . COMMITMENTS AND CONTINGENCIES Commitments Except for the commitment fee payable to Atsion (Note 1 1 ), the Company had no significant capital or other commitments as of March 31, 2026. Contingencies The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect on its financial position, cash flows or results of operations on an individual basis or in the aggregate. As of March 31, 2026 and 2025, the Company is not a party to any material legal or administrative proceedings. NOTE 1 6 . SEGMENT INFORMATION In accordance with ASC 280-10, Segment Reporting: Overall , the CODM reviews the consolidated results of operations when making decisions about allocating resources and assessing performance of the Company as a whole; hence, the Company has only one operating segment. The Company’s segment profit or loss is measured using gross profit, which is the primary performance metric utilized by management to evaluate the financial results and to make decisions regarding resource allocation. Although gross profit is reviewed by management for operational analysis, operating income (loss) is the primary measure used by the Company’s chief operating decision maker (CODM) for segment performance assessment and resource allocation. The Company concluded that the CODM is Mr. Li Hsien “Larry” Wong, CEO. F- 41 Summarized financial information concerning the Company’s reportable segments is shown as below: 1) By Business Unit: SCHEDULE OF SEGMENT INFORMATION Item 2026 2025 As of March 31, and for the year ended March 31, Item 2026 2025 Revenue $ 716,885 $ 202,007 Cost of revenue 553,040 113,376 Gross profit 163,845 88,631 Operating expenses 8,182,363 775,846 Segment operating loss ( 8,018,518 ) ( 687,215 ) Segment other income (expense) ( 4,232 ) ( 27,465 ) Segment assets 21,607,285 367,927 2) Revenue by Geography: 2026 2025 For the years ended March 31, 2026 2025 Hong Kong/Asia-Pacific 716,885 $ 202,007 United States - - Total 716,885 $ 202,007 a. Major customers representing at least 10 % of net revenue SCHEDULE OF PERCENTAGE OF REVENUE Period Project Name Revenue Type Property Type Percentage of Total Revenue For the year ended March 31, 2026 Dior Hong Kong Bespoke Lounge Project Design and fit-out Commercial 82.38 % Hong Kong Tramways Ltd A&A Consultancy Application Commercial 12.34 % For the year ended March 31, 2025 Batard Pedder Building Project management Commercial 19.56 % Hang Cheong Factory Lobby Works Design and fit-out Industrial 16.80 % F- 42 NOTE 1 7 . SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements are issued. Other than the material subsequent events disclosed above in the notes to financial statements and below, no other material subsequent events that required recognition or additional disclosure in the consolidated financial statements are presented. Convertible Promissory Note with Go Fresh 365 Inc On April 1, 2026, OFA Financial, Inc. (the “Holder”), a wholly owned subsidiary of the Company, was issued a Convertible Promissory Note with Go Fresh 365 Inc (“Go Fresh”) for a principal amount of $ 800,000 . The loan carries a 6 % annual interest rate and matures 12 twelve months from the effective date of March 31, 2026. The proceeds are designated solely for expenses related to the Go Fresh’s intended listing on NASDAQ Capital Market and will be disbursed from an escrow account subject to the Holder’s approval. The holder has the right, at any time prior to maturity, to convert all or any outstanding principal and interest into shares of Go Fresh’s common stock at a conversion price of $ 1.00 per share, making the note convertible into up to 800,000 shares. Go Fresh agreed to apply all proceeds from its intended initial public offering to repay this note. Upon an event of default, the interest rate increases to 12 % per annum, the entire balance may become immediately due and payable, and the Holder may elect to immediately convert the outstanding balance. Service agreement with Go Fresh 365 Inc On April 1, 2026, the Holder, a wholly owned subsidiary of the Company, entered into a service agreement with Go Fresh. Go Fresh engaged the Holder as its exclusive financial advisor in connection with a proposed initial public offering (“IPO”) or any alternative financial transaction as described in the service agreement for an initial term of 18 months. In consideration for advisory services, Go Fresh agreed to pay the Holder a fixed fee of $ 1,000,000 , payable in the form of 2,000,000 shares of Go Fresh’s common stock (deemed value $ 0.50 per share) to be issued upon the closing of a financial transaction (as defined in the agreement). The agreement grants the Holder certain registration rights for these shares and stipulates that the Holder is not required to enter into a customary lock-up agreement in connection with an IPO Real World Asset Tokenization Service Agreement with Vero 60 LLC and Vero Beach Land Development LLC on May 8, 2026, the Company entered into a Real World Asset Tokenization Service Agreement (the “Agreement”) through its proprietary Hearth RWA tokenization platform with Vero 60 LLC and Vero Beach Land Development LLC (or its designated special purpose vehicle) (the “Client”). Under the Agreement, the Company will provide blockchain-based tokenization technology infrastructure services in connection with the Client’s residential real estate development project located in Vero Beach, Florida (the “Project”). The Project consists of the redevelopment of an existing agriculture property into a low-density residential community. The projected stabilized value of the completed Project, as estimated by the Client, is approximately $ 500 million, subject to confirmation by an independent valuation report prior to token issuance. The projected Project value reflects the Client’s estimate for the completed development and does not represent any economic interest of the Company in the underlying real estate. As consideration for the technology and tokenization infrastructure services described in the Agreement, the Client has agreed to pay the Company a platform technology fee of $ 7.5 million (the “Platform Technology Fee”), payable in two installments of $ 3.75 million each, subject to satisfaction of the milestones specified in the Agreement. The Platform Technology Fee is payable in U.S. dollars or, at the Client’s election, in Bitcoin or USD Coin, in each case as more fully described in the Agreement. The Company has received the first installment of $ 3.75 million in accordance with the terms of the Agreement. On May 21, 2026, at the 2026 Extraordinary General Meeting of Shareholders (the “Meeting”), the shareholders of the Company approved the following: - OFA Group 2026 Equity Incentive Plan (the “Plan”). Approved the Company’s new equity incentive plan, which provides for a share pool of 3,940,027 shares (post-consolidation) plus a 5 % annual evergreen through 2036, under which the Company may grant options, RSUs, restricted stock, and other equity awards to eligible directors, employees, and consultants. The Plan became effective upon the approval of the shareholders at the Meeting. - Share Consolidation. Authorized the Board to effect a 1-for-10 share consolidation of the Company’s Class A Ordinary Shares at its discretion. - Approved the updated memorandum and articles of association to reflect the share consolidation. In May 2026, the Company established OFA Japan Inc. and OFA Japan Asset Management Inc. to serve as our operational and asset management hubs in the country. Concurrently, the Company entered into a Letter of Intent with the municipal government of Choshi City, Chiba Prefecture, to collaborate on regional revitalization initiatives, including the proposed development of a music festival and related entertainment infrastructure in the city’s designated Zone A area. To execute these entertainment initiatives, the Company is in the process of establishing Miyabi Spectrum Inc., a subsidiary that will operate as a joint venture with Onward Management Inc., a local entertainment production partner. Furthermore, the Company is evaluating potential real estate acquisitions in the region to support these development plans. These initiatives remain subject to final definitive agreements, regulatory approvals, and customary closing conditions. F- 43 ITEM 16. Form 10-K Summary. Not applicable. EXHIBIT INDEX Exhibit Number Description of Document 1.1 Underwriting Agreement (incorporated by reference to Exhibit 1.1 of the Company’s Form F-1/A3 (File No. 333-285103), filed with the SEC on April 2, 2025) 3.1 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 6-K, filed with the SEC on May 23, 2025) 3.2 Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 6-K, filed with the SEC on December 2, 2025) 3.3 Form Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s Form 6-K, filed with the SEC on November 5, 2025) 3.4 Form Certificates of Designations (incorporated by reference to Exhibit 99.2 of the Company’s Form 6-K, filed with the SEC on November 5, 2025) 3.5 Form Registration Rights Agreement (incorporated by reference to Exhibit 99.3 of the Company’s Form 6-K, filed with the SEC on November 5, 2025) 4.1* Company’s Specimen Certificate for Class A Ordinary Shares 4.2** Description of Securities 10.1 Purchase Agreement, between OFA Group and Atsion Opportunity Fund LLC - Series 1, dated July 14, 2025 (incorporated by reference to Exhibit 99.1 of the Company’s Form 6-K, filed with the SEC on July 22, 2025) 10.2 Registration Rights Agreement, between OFA Group and Atsion Opportunity Fund LLC - Series 1, dated July 14, 2025 (incorporated by reference to Exhibit 99.2 of the Company’s Form 6-K, filed with the SEC on July 22, 2025) 10.3 Form of Director Offer Letter (incorporated by reference to Exhibit 10.5 of the Company’s Form F-1/A4 (File No. 333-285103), filed with the SEC on April 11, 2025) 10.4 Form of Executive Officer Offer Letter (incorporated by reference to Exhibit 10.6 of the Company’s Form F-1/A4 (File No. 333-285103), filed with the SEC on April 11, 2025) 10.5 Co-Development Agreement, dated May 23, 2025, by and between Office for Fine Architecture Limited and Alan to AI Consultancy Co. Limited (incorporated by reference to Exhibit 99.3 of the Company’s Form 6-K, filed with the SEC on February 26, 2026) 10.6 Real World Asset Tokenization Service Agreement, dated March 31, 2026, by and between OFA Group, Inc. and MD Queens Development LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K/A, filed with SEC on April 22, 2026) 10.7 Intellectual Property Assignment and Co-Ownership Agreement, dated as of March 31, 2026, by and between Office for Fine Architecture Limited and Alan To AI Consultancy Co. Limited. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with SEC on April 6, 2026) 10.8 Form of Director Offer Letter (incorporated by reference to Exhibit 10.5 of the Company’s Form F-1/A4 (File No. 333-285103), filed with the SEC on April 11, 2025) 10.9 Form of Executive Officer Offer Letter (incorporated by reference to Exhibit 10.6 of the Company’s Form F-1/A4 (File No. 333-285103), filed with the SEC on April 11, 2025) 10.10 Co-Development Agreement, dated August 30, 2024, by and between OFA Group and Alan to AI Consultancy Co., Limited (incorporated by reference to Exhibit 10.7 of the Company’s Form F-1/A4 (File No. 333-285103), filed with the SEC on April 11, 2025) 10.11 Purchase Agreement, between OFA Group and Atsion Opportunity Fund LLC – Series 1, dated July 14, 2025 (incorporated by reference to Exhibit 99.1 of the Company’s Form 6-K, filed with the SEC on July 22, 2025) 10.12 Registration Rights Agreement, between OFA Group and Atsion Opportunity Fund LLC – Series 1, dated July 14, 2025 (incorporated by reference to Exhibit 99.2 of the Company’s Form 6-K, filed with the SEC on July 22, 2025) 10.13 Joinder to Registration Rights Agreement, dated February 26, 2026 by and among Ofa Group, Greentree Financial Group Inc. and L&H. Inc. (Incorporated by reference to Exhibit 10.19 of the Registration Statement under Form S-1, filed with SEC on June 10, 2026) 10.14 Amendment No.1 to Conditional Waiver dated June 4, 2026 (Incorporated by reference to Exhibit 10.20 of the Registration Statement under Form S-1, filed with SEC on June 10, 2026) 10.15 Conditional Waiver of Covenant, dated March 25, 2026 (Incorporated by reference to Exhibit 10.21 of the Registration Statement under Form S-1, filed with SEC on June 10, 2026) 10.16 Conditional Waiver of Covenant, dated October 29, 2025 (Incorporated by reference to Exhibit 10.22 of the Registration Statement under Form S-1, filed with SEC on June 10, 2026) 10.17 2026 OFA Group Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the SEC on May 26, 2026) 14.1 Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 of the Company’s Form F-1/A4 (File No. 333-285103), filed with the SEC on April 11, 2025) 19.1 Insider Trading Policy (incorporated by reference to Exhibit 11.1 of the Company’s annual report under Form 20-F, filed with the SEC on July 31, 2025) 21.1** List of Subsidiaries 31.1** Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2** Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1*** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2*** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Policy Related to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 of the Company’s Form 20-F, filed with the SEC on July 31, 2025) 99.1 Audit Committee Charter (incorporated by reference to Exhibit 99.5 of the Company’s Form F-1/A4 (File No. 333-285103), filed with the SEC on April 11, 2025) 99.2 Compensation Committee Charter (incorporated by reference to Exhibit 99.6 of the Company’s Form F-1/A4 (File No. 333-285103), filed with the SEC on April 11, 2025) 99.3 Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.7 of the Company’s Form F-1/A4 (File No. 333-285103), filed with the SEC on April 11, 2025) 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Incorporated by reference to exhibits of Registration Statement under Form F-1 initially filed with SEC on August 14, 2025, as amended and declared effective by the SEC on March 20, 2026. ** Filed herewith *** Furnished herewith 98 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. July 13, 2026 OFA GROUP By: /s/ Li Hsien Wong Li Hsien Wong Chief Executive 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. Signature Title Date /s/ Li Hsien Wong Chief Executive Officer, Director July 13, 2026 Li Hsien Wong (principal executive officer) /s/ Ernest Yeung Chief Financial Officer July 13, 2026 Ernest Yeung (principal financial and accounting officer) /s/ Wai Wong Chong Chief Technology Officer, Director July 13, 2026 Wai Wong Chong /s/ Thomas Gaffney Chief Operating Officer July 13, 2026 Thomas Gaffney /s/ John Chiang Director July 13, 2026 John Chiang /s/ Andrew Scott Director July 13, 2026 Andrew Scott /s/ Erwin Pineda Director July 13, 2026 Erwin Pineda 99