OFA Group 10-Q

ITEM 1. FINANCIAL STATEMENTS: OFA GROUP CONDENSED CONSOLIDATED BALANCE SHEETS (Expressed in U.S. Dollars, except for the number of shares) June 30, 2026 March 31, 2026 (Unaudited) (Audited) ASSETS Current assets: Cash $ 178,057 $ 1,033,466 Restricted cash-held by affiliate 1,680,000 1,680,000 Prepaid expense 43,181 59,510 Contract assets 8,777 3,053 Account receivables, net 3,698 3,700 Deferred offering costs 1,100,000 1,100,000 Total current assets 3,013,713 3,879,729 NON-CURRENT ASSETS: Rent deposit 123,658 122,857 Right-of-use asset - operating lease 639,255 635,622 Property, plant and equipment, net 856,613 896,984 Intangible assets, net 15,178,818 16,072,093 Total non-current assets 16,798,344 17,727,556 Total assets $ 19,812,057 $ 21,607,285 LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY Current liabilities: Account payable $ 374,074 $ 515,951 Accrued liabilities 5,968,839 6,043,346 Contract liabilities 62,142 62,191 Current maturities of loan payable 1,505 22,192 Due to related parties 114,528 286,160 Operating lease liabilities 173,255 164,391 Commitment fee payable 897,175 897,175 Total current liabilities 7,591,518 7,991,406 Non-Current liabilities: Loan payable, net of current 468,375 448,057 Operating lease liabilities 467,562 454,404 Total non-current liabilities 935,937 902,461 Total liabilities 8,527,455 8,893,867 Mezzanine Equity Series A Convertible Redeemable Preferred Shares, $ 0.001 par value, 20,000,000 shares authorized as of June 30, 2026 and March 31, 2026, respectively, 1,080 and 1,380 shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively. 1,410,916 1,730,404 Preferred stock payable 471,000 - Total mezzanine equity 1,881,916 1,730,404 Shareholders’ equity: Class A Ordinary Shares, with $ 0.01 par value, 100,000,000 shares authorized, 2,637,052 and 2,543,013 shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively 26,371 25,431 Class B Ordinary Shares, with $ 0.001 par value, 20,000,000 shares authorized, 20,000,000 shares issued and outstanding as of June 30, 2026 and March 31, 2026 20,000 20,000 Ordinary shares 20,000 20,000 Additional paid-in capital 19,815,987 19,464,439 Share payable 535,520 535,520 Accumulated deficit ( 11,060,535 ) ( 9,126,384 ) Accumulated other comprehensive income 65,343 64,008 Total shareholders’ equity (deficit) 9,402,686 10,983,014 Total liabilities, Mezzanine Equity and shareholders’ equity $ 19,812,057 $ 21,607,285 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. * Giving retroactive effect to the one-for-ten share consolidation announced on July 27, 2026 and effective on July 31, 2026, as described in Note 1. F- 1 OFA GROUP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Expressed in U.S. Dollars, except for the number of shares) 2026 2025 For The Three Months Ended June 30, 2026 2025 (Unaudited) (Unaudited) Revenue Project income 14,879 18,955 Cost of revenue 3,977 12,697 Gross profit 10,902 6,258 Operating expenses: Depreciation and amortization 924,586 40 Selling, general and administrative 243,574 173,031 Professional services 254,035 1,167,823 Advertising and marketing 43,135 57,988 Salaries and wages 449,795 340,889 Total operating expenses 1,915,125 1,739,771 Loss from operations ( 1,904,223 ) ( 1,733,513 ) Other income (expense) Other income 6,306 9,026 Interest expense ( 3,234 ) ( 3,542 ) Interest income 4 252 Total other income, net 3,076 5,736 Loss from operations before income taxes ( 1,901,147 ) ( 1,727,777 ) Provision for income taxes ( 4 ) - Net Loss ( 1,901,151 ) ( 1,727,777 ) Dividends and accretion to redeemable preferred stock ( 857 ) - Net Loss attributable to common shareholders ( 1,902,008 ) ( 1,727,777 ) Basic and diluted net loss per share, Class A Ordinary Shares ( 0.72 ) ( 1.50 ) Weighted average shares outstanding, Class A Ordinary Shares 2,647,873 1,150,672 Basic and diluted net loss per share, Class B Ordinary Shares - - Weighted average shares outstanding, Class B Ordinary Shares 20,000,000 - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 2 OFA GROUP CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Expressed in U.S. Dollars, except for the number of shares) 2026 2025 For The Three Months Ended June 30, 2026 2025 (Unaudited) (Unaudited) Net Loss ( 1,901,151 ) ( 1,727,777 ) Other comprehensive loss Foreign currency adjustments 1,335 ( 11,524 ) Comprehensive loss ( 1,899,816 ) ( 1,739,301 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 3 OFA GROUP CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (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, 2025 (Audited) 961,111 $ 9,611 - $ - $ 641,785 $ - $ ( 1,027,068 ) $ 49,716 $ ( 325,956 ) Foreign currency translation adjustments - - - - - - - ( 11,524 ) ( 11,524 ) Shareholder Investment - - - - 37,000 - - - 37,000 Share-based compensation - - - - - 83,571 - - 83,571 Shares to be issued for professional services - - - - - 800,000 - - 800,000 Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs 431,250 4,313 - - 15,303,687 - - - 15,308,000 Deferred IPO costs reclassified to APIC - - - - ( 266,028 ) - - - ( 266,028 ) Net loss - - - - - - ( 1,727,777 ) - ( 1,727,777 ) Balance, June 30, 2025 (Unaudited) 1,392,361 13,924 - - 15,716,444 883,571 ( 2,754,845 ) 38,192 13,897,286 Balance, March 31, 2026 (Audited) 2,543,013 25,431 20,000,000 20,000 19,464,439 535,520 ( 9,126,384 ) 64,008 10,983,014 Balance 2,543,013 25,431 20,000,000 20,000 19,464,439 535,520 ( 9,126,384 ) 64,008 10,983,014 Foreign currency translation adjustments - - - - - - - 1,335 1,335 Issuance of common stock upon conversion of Series A Preferred Shares 94,039 940 - - 317,691 - - - 318,631 Dividends on Series A Preferred Shares - - - - - - ( 33,000 ) - ( 33,000 ) Adjustment to redemption value - - - - 33,857 - - - 33,857 Net loss - - - - - - ( 1,901,151 ) - ( 1,901,151 ) Balance, June 30, 2026 (Unaudited) 2,637,052 26,371 20,000,000 20,000 19,815,987 535,520 ( 11,060,535 ) 65,343 9,402,686 Balance 2,637,052 26,371 20,000,000 20,000 19,815,987 535,520 ( 11,060,535 ) 65,343 9,402,686 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. *Giving retroactive effect to the one-for-ten share consolidation announced on July 27, 2026 and effective on July 31, 2026, as described in Note 1. F- 4 OFA GROUP CONDENSED 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, 2026 1,380 1,730,404 Preferred stock payable - 471,000 Conversion ( 300 ) ( 318,631 ) Dividends on Series A Preferred Shares - 33,000 Adjustment to redemption value - ( 33,857 ) Balance, June 30, 2026 1,080 1,881,916 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 5 OFA GROUP CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Expressed in U.S. Dollars, except for the number of shares) 2026 2025 For The Three Months Ended June 30, 2026 2025 (Unaudited) (Unaudited) Cash flows from operating activities: Net Loss $ ( 1,901,151 ) $ ( 1,727,777 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 924,586 40 Share-based compensation expense - 83,571 Shares issued for professional services - 800,000 Shareholder investment - 37,000 Changes in operating assets and liabilities: Due to related party ( 171,588 ) 146,080 Contract assets ( 5,732 ) ( 7,666 ) Account receivables - 7,459 Prepaid expenses 16,329 ( 12,047,040 ) Rent deposit ( 805 ) - Right-of-use asset 21,216 ( 26,874 ) Right-of-use liabilities ( 2,828 ) 26,605 Contract liabilities - 24,299 Account payable ( 142,604 ) 9,189 Accrued expenses ( 69,181 ) 27,536 Net cash used in operating activities ( 1,331,758 ) ( 12,647,578 ) Cash flows from investing activities: Purchases of property and equipment ( 3,264 ) ( 1,442 ) Net cash used in investing activities ( 3,264 ) ( 1,442 ) 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 Series A Preferred Shares, net 471,000 - Net cash provided by financing activities 471,000 15,308,000 Net change in cash ( 864,022 ) 2,658,980 Effect of currency translation on cash and cash equivalents 8,613 ( 19,567 ) Cash and restricted cash, beginning of the period 2,713,466 31,950 Cash and restricted cash, end of the period $ 1,858,057 $ 2,671,363 Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheet: Cash 178,057 2,671,363 Restricted cash 1,680,000 - Total cash and cash equivalents and restricted cash $ 1,858,057 $ 2,671,363 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 3,234 $ 3,542 Cash paid for taxes $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES Establishment of ROU assets and liabilities $ 25,026 $ - Accretion to redeemable preferred equity $ 33,857 $ - Dividends on Series A Preferred Shares 33,000 - Deferred IPO costs reclassified to APIC $ - $ 266,028 Ordinary Shares issued for conversion of Series A Preferred Shares $ 318,631 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 6 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 NOTE 1. NATURE OF BUSINESS AND ORGANIZATION OFA Group (the “Company” or “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 “MD Queens”), in connection with a proposed mixed-use real estate development project located in Long Island City, New York (the “MD Queens 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 MD Queens Project. In April 2026, the Company further expanded its international operations through the establishment of two wholly-owned subsidiaries in Japan, OFA Japan Inc. and OFA Japan Asset Management, Inc. OFA Japan Inc. will focus on project management services for land and real estate development projects in Japan. OFA Japan Asset Management is in the early stage of setup and development and will provide investment management, asset management, investment advisory and related financial consulting services. The establishment of these subsidiaries supports the Company’s continued expansion of its real estate development and asset management businesses in Asia. F- 7 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as follows: SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS OF ENTITY Date of Incorporation Jurisdiction of Formation Percentage of direct/indirect Economic Ownership Principal Activities 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. 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. September 10, 2025 Hong Kong 100 % Activities of head offices; management and management consultancy activities. 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. 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. 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. October 22, 2025 People’s Republic of China (“PRC” ) 100 % Providing financial advisory services, information consulting services and other consulting and planning services. April 24, 2026 Japan 100 % Providing project management, responsible for all Land and real-estate projects development related works April 21, 2026 Japan 100 % Providing investment management, asset management, investment advisory services, and related financial consulting activities. Initial Public Offering On May 22, 2025, OFA completed its initial public offering (the “IPO”) of 375,000 ( 3,750,000 shares before giving effect to the share consolidation) Ordinary Shares, par value $ 0.01 per share, at a public offering price of $ 40.00 ($ 4.00 per share pre-share consolidation) 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 56,250 ( 562,500 shares before giving effect to the share consolidation) Ordinary Shares, par value $ 0.01 per share, at the public offering price of $ 40.00 ($ 4.00 per share pre-share consolidation) 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. Share Consolidation On July 27, 2026, the Company announced a consolidation of its Class A Ordinary Shares at a ratio of one-for-ten (the “share consolidation”), which became effective at 12:01 a.m. Eastern Time on July 31, 2026, following approval by the Company’s shareholders at an extraordinary general meeting held on May 21, 2026. At the effective time, every ten issued Class A Ordinary Shares were automatically consolidated into one Class A Ordinary Share , reducing the number of issued and outstanding Class A Ordinary Shares from 26,370,521 to approximately 2,637,052 . No fractional shares were issued; fractional entitlements were rounded down to the nearest whole share and no cash consideration was paid in lieu thereof. The par value per Class A Ordinary Share increased proportionately from $ 0.001 to $ 0.01 . Because the par value per share was increased in the same proportion as the reduction in the number of shares, the share consolidation had no effect on the aggregate stated capital attributable to the Class A Ordinary Shares, and no reclassification between share capital and additional paid-in capital was required. All references to the number of Class A Ordinary Shares, share-based awards, and per-share amounts in these unaudited condensed consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the share consolidation for all periods presented, unless otherwise indicated. F- 8 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 NOTE 2. BASIS OF PRESENTATION Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. All intercompany balances and transactions have been eliminated in consolidation. These interim results are not necessarily indicative of the results to be expected for the year ending March 31, 2027, or for any other interim period or for any other future year. There have been no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026. 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 the U.S. Securities Exchange Commission (the “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 our Annual Report on Form 10-K for the year ended March 31, 2026, the Company files periodic reports with the SEC on the forms applicable to U.S. domestic issuers, including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and, when applicable, Annual Reports on Form 10-K, and is subject to the SEC’s proxy rules, Regulation FD, and the reporting requirements of Section 16 of the Exchange Act. Annual periods prior to March 31, 2026 were reported on Form 20-F as a foreign private issuer. Going Concern The accompanying condensed 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 three months ended June 30, 2026, the Company incurred a net loss of $ 1,901,151 and had an accumulated deficit of $ 11,060,535 and a net working capital deficit of $ 4,577,805 as of June 30, 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 PIPE 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 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. F- 9 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 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. Use of Estimates and Assumptions The preparation of the Company’s unaudited condensed 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 unaudited condensed 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 unaudited condensed 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. F- 10 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 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 their respective functional currencies, including Hong Kong Dollars (“HK$”), Renminbi (“RMB”), Japanese Yen (“JPY”) and U.S. Dollars (“US$”), based on the primary economic environment in which each entity operates. The Company’s unaudited condensed 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 condensed consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s condensed 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 June 30, 2026 June 30, 2025 Period-end spot rate US$1=HK$ 7.84 US$1=HK$ 7.84 US$1=RMB 6.79 - US$1=JPY 162.58 - Average rate US$1=HK$ 7.84 US$1=HK$ 7.80 US$1=RMB 6.80 - US$1=JPY 159.44 - 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. 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. F- 11 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 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 June 30, 2026 and March 31, 2026: SCHEDULE OF ACCOUNTS RECEIVABLES, NET June 30, 2026 March 31, 2026 Accounts receivable $ 3,698 $ 3,700 Less: allowance for doubtful accounts - - Accounts receivable, net $ 3,698 $ 3,700 The movement of allowance for doubtful accounts are as follows: SCHEDULE OF MOVEMENT OF ALLOWANCE FOR DOUBTFUL ACCOUNTS June 30, 2026 March 31, 2026 Beginning balance $ - 17,733 Write-off - ( 17,733 ) Addition - - Exchange difference - - Ending balance $ - - F- 12 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 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 June 30, 2026 and March 31, 2026: SCHEDULE OF CONTRACT ASSETS June 30, 2026 March 31, 2026 Revenue recognized to date $ 731,946 $ 717,067 Less: progress billings to date ( 725,121 ) ( 715,973 ) Exchange difference 1,952 1,959 Contract assets $ 8,777 $ 3,053 Contract assets, current $ 8,777 $ 3,053 Contract liabilities consisted of the following at June 30, 2026 and March 31, 2026: SCHEDULE OF CONTRACT LIABILITIES June 30, 2026 March 31, 2026 Billings in advance of performance obligation under contracts $ 62,142 $ 62,191 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 June 30, 2026 March 31, 2026 Beginning Balance $ 62,191 $ 131,564 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 ) Increase in contract liabilities as a result of billings in advance of performance obligation under contracts - 24,320 Exchange difference ( 49 ) ( 630 ) Ending Balance $ 62,142 $ 62,191 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 “Vero 60 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 “Vero 60”). Under the Vero 60 Agreement, the Company will provide blockchain-based tokenization technology infrastructure services in connection with Vero 60’s residential real estate development project located in Vero Beach, Florida (the “Vero 60 Project”). The Vero 60 Project consists of the redevelopment of an existing agriculture property into a low-density residential community. The projected stabilized value of the completed Vero 60 Project, as estimated by Vero 60, is approximately $ 500 million, subject to confirmation by an independent valuation report prior to token issuance. The projected Vero 60 Project value reflects Vero 60’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 Vero 60 Agreement, Vero 60 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 Vero 60 Agreement. The Platform Technology Fee is payable in U.S. dollars or, at Vero 60’s election, in Bitcoin or USD Coin, in each case as more fully described in the Vero 60 Agreement. The Company has received the first installment of $ 3.75 million in accordance with the terms of the Vero 60 Agreement. On May 13, 2026, the Company received 6,250,000 PPDF tokens in purported settlement of the first installment of the Platform Technology Fee, which had a stated contractual amount of $ 3.75 million. As of June 30, 2026, the Company had performed only internal preparatory activities and had not made any substantive deliverables to Vero 60. Accordingly, the applicable performance obligation had not been satisfied, and no revenue was recognized. The consideration received was therefore treated as a contract liability rather than revenue. Consistent with the accounting applied to the 12,500,000 PPDF tokens previously received by the Company, the Company was unable to reliably determine the fair value of the PPDF tokens due to the absence of an active market, sufficient trading activity and other observable pricing information. Accordingly, both the PPDF tokens received and the corresponding contract liability had a carrying value of nil as of June 30, 2026. F- 13 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 NOTE 5. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET June 30, 2026 March 31, 2026 Office equipment 7,129 3,866 Hardware 992,996 992,996 Less: accumulated depreciation ( 142,734 ) ( 99,878 ) Exchange difference ( 778 ) - Property, plant and equipment, net $ 856,613 896,984 During the three months ended June 30, 2026 and 2025, the Company incurred depreciation expense of $ 42,977 and $ 40 , 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 QikBIM (or “QikBIM”) 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 . On March 31, 2026, the Company entered into an Intellectual Property Assignment and Co-Ownership Agreement with Alan To AI Consultancy Co. Limited, which amended, restated and superseded the license and option arrangements under the Co-Development Agreement. Pursuant to the new agreement, the Company acquired 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. F- 14 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 As of June 30, 2026, the unpaid balance was HK$ 43,147,932 , equivalent to $ 5,501,361 based on the applicable exchange rate at the reporting date, and was recorded within accrued liabilities on the condensed consolidated balance sheet. Intangible assets consisted of the following at each balance sheet date: SCHEDULE OF INTANGIBLE ASSETS Costs: March 31, 2026 Additions Disposals Exchange Difference June 30, 2026 Artificial intelligence software $ 17,502,381 - - $ ( 13,717 ) $ 17,488,664 Blockchain application development 70,000 - - - 70,000 Total 17,572,381 - - ( 13,717 ) 17,558,664 Accumulated amortization: Artificial intelligence software ( 1,499,588 ) ( 875,309 ) - 2,051 ( 2,372,846 ) Blockchain application development ( 700 ) ( 6,300 ) - - ( 7,000 ) Total ( 1,500,288 ) ( 881,609 ) - 2,051 ( 2,379,846 ) Carrying amounts $ 16,072,093 $ ( 881,609 ) - $ ( 11,666 ) $ 15,178,818 Amortization of the intangible asset during the three months ended June 30, 2026, was $ 881,609 . No intangible assets or amortization was booked as of March 31, 2025 and for the three months ended June 30, 2025. As of June 30, 2026, the Company’s intangible assets had an aggregate gross carrying amount of $ 17,558,664 , consisting of $ 17,488,664 related to the artificial intelligence software and $ 70,000 related to blockchain application development. Accumulated amortization was $ 2,379,846 , resulting in a net carrying amount of $ 15,178,818 . Amortization expense for the three months ended June 30, 2026 was $ 881,609 . The foreign currency adjustments to the gross carrying amount and accumulated amortization during the three months ended June 30, 2026 were $ 13,717 and $ 2,051 , respectively. In addition, during the year ended March 31, 2026, the Company completed the development of the Hearth real world asset (“RWA”) technology platform. Based on management’s assessment that the platform was fully delivered, operational, available for its intended use and capable of generating future economic benefits beyond a single customer engagement, the related blockchain application development costs were capitalized as intangible assets and are being amortized over an estimated useful life of five years . No revenue related to QikBIM or the Hearth RAW tokenization platform has been generated for the three months ended June 30, 2026. The future amortization of the intangible asset is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS As of June 30, Amount 2027 $ 3,035,764 2028 3,035,764 2029 3,035,764 2030 3,035,764 2031 3,035,762 Total Intangible Asset Amortization $ 15,178,818 NOTE 7. ACCRUED LIABILITIES As of June 30, 2026 and March 31, 2026, accrued liabilities were comprised of the following: SCHEDULE OF ACCRUED LIABILITIES June 30, 2026 March 31, 2026 System migration services 280,278 360,900 Intangible assets purchase 5,501,361 5,505,676 Professional fees for legal and accounting services 124,360 123,287 Payroll liabilities 56,276 33,261 Other short-term liabilities 6,564 20,222 Total accrued liabilities $ 5,968,839 $ 6,043,346 F- 15 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 NOTE 8. RELATED PARTY TRANSACTIONS Amounts Due to Directors and Executive Officers As of June 30, 2026 and March 31, 2026, the Company had amounts due to related parties of $ 114,528 and $ 286,160 , 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. Greentree Financial Group On April 28, 2025, the Company entered into a service agreement (the “Agreement”) with Greentree Financial Group, Inc. (“Greentree”), 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. Pursuant to the Agreement Greentree agreed to provide professional services regarding compliance with U.S. GAAP and SEC rules. As consideration for these services, the Company issued 20,000 Class A Ordinary Shares ( 200,000 shares before giving effect to the share consolidation) 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 split-adjusted fair value of the shares at $ 40.00 ($ 4.00 per share pre-share consolidation) 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 35,000 Class A Ordinary Shares ( 350,000 shares before giving effect to the share consolidation) 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 a split-adjusted price of $ 6.30 per share based on the closing market price on the date of issuance) related to this grant during the year ended March 31, 2026. On October 29, 2025, the Company entered into the PIPE Purchase Agreement with Greentree (as one of the buyers) and issued 1,500 Preferred Shares to Greentree for net proceeds of $ 1,300,000 . On February 26, 2026, the Company received net proceeds of $ 227,237 for the third closing under PIPE Purchase Agreement from Greentree. The proceeds were recorded as liabilities to be settled in 300 Preferred Shares within current liabilities in the consolidated balance sheet as of March 31, 2026. Such 300 shares were issued on February 24, 2026. On March 30, 2026, Greentree elected to convert 420 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 141,202 Class A Ordinary Shares ( 1,412,023 shares before giving effect to the share consolidation) 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). Precursor Capital Limited On April 2, 2024, the Company entered a $ 600,000 bridge loan agreement with Precursor Capital Limited (“Precursor”), a significant shareholder of the Company. 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 60,000 ( 600,000 shares before giving effect to the share consolidation) 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 60,000 ( 600,000 shares before giving effect to the share consolidation) Class A Ordinary Shares were issued to Precursor. 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. As of June 30, 2026, the remaining balance was $ 0 . F- 16 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 TriCore Foundation, LLC 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 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 (the “Second Closing”), $ 4,000,000 (the “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 Preferred Shares. On March 27, 2026, TriCore converted the 3,000 Preferred Shares into Class A Ordinary Shares. Li Hsien “Larry” Wong, the Company’s Chief Executive Officer and director, has voting and dispositive control over the securities held by TriCore in his capacity as a manager. On June 22, 2026, pursuant to the PIPE Purchase Agreement and the related Waiver Agreement, the Company received aggregate cash proceeds of $ 323,000 from TriCore in connection with an Additional Closing relating to 356 Preferred Shares with an aggregate stated value of $ 356,000 . As of June 30, 2026, the 356 Preferred Shares had not been issued and were not reflected as issued and outstanding in the records of the Company’s transfer agent. Accordingly, the proceeds were recorded as preferred stock payable within mezzanine equity as of June 30, 2026. In addition, as of June 30, 2026, the Company had received $ 148,000 from TriCore as a partial payment in connection with the Second Closing for 262 Preferred Shares. As of that date, the Second Closing had not been completed and the related Preferred Shares had not been issued. The documentation relating to the Second Closing was subsequently executed on July 29, 2026, and the related Preferred Shares were issued thereafter. Accordingly, the related proceeds were also recorded as preferred stock payable within mezzanine equity. As of June 30, 2026, TriCore held 927,096 Class A Ordinary Shares ( 9,270,965 shares before giving effect to the share consolidation) and 0 Preferred Shares. Li Hsien Wong - Employment Agreement 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 10,000 Class A Ordinary Shares ( 100,000 shares before giving effect to the share consolidation). 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 10,000 Class A Ordinary Shares (100,000 shares before giving effect to the share consolidation) 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 split-adjusted grant-date fair value to be $ 46.80 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. No share-based compensation expense was recorded during the three months ended June 30, 2026. F- 17 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 Strategic Investors On December 30, 2025, the Company executed the purchase agreement with FNHK Inc., CP COWORK LIMITED and R-OPUS Inc (the “Purchasers”). 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. No additional shares were issued to, or consideration received from, the Purchasers during the three months ended June 30, 2026. Finuvia LLC 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, the Company’s shareholder. During the year ended March 31, 2026, the Company entered into a service agreement with Finuvia LLC (“Finuvia”), an affiliate of Precursor, to explore the Japan market, for a total amount of $ 200,000 , and for which the Company will pay Finuvia a financial advisory service agreement for a monthly fee of $ 20,000 . The financial advisory agreement expired on May 31, 2026. On May 2, 2026, the Company entered into a new financial advisory service agreement with Finuvia. The agreement has a term through May 31, 2028 and provides monthly payments by the Company of $ 20,000 beginning June 1, 2026. The total contractual consideration is $ 480,000 . 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 . On March 2, 2026, the lender approved a revised repayment schedule under the original loan agreement. Under the revised repayment schedule, the Company was granted a 20-month principal moratorium, during which it is required to make interest-only payments. Principal repayments will resume in December 2027 in accordance with the revised repayment schedule. As of June 30, 2026, the outstanding loan balance was $ 469,880 . Loan payable is as follows as of June 30, 2026 and March 31, 2026: SCHEDULE OF BANK BORROWINGS Interest rate June 30, 2026 March 31, 2026 HSBC (Hong Kong) - 100% Guarantee Loan 3.000 % $ 469,880 $ 470,249 Less: current portion of long-term bank borrowings ( 1,505 ) ( 22,192 ) Non-current portion of long-term bank borrowings $ 468,375 $ 448,057 Interest expense pertaining to the above bank borrowings for the three months ended June 30, 2026 and 2025 amounted to $ 3,234 and $ 3,542 , respectively. Maturities of the loan payable were as follows: SCHEDULE OF MATURITIES OF LOAN PAYABLE As of June 30, 2027 1,505 2028 32,608 2029 47,714 2030 49,042 2031 50,408 2032 and thereafter 288,603 Total bank borrowings repayments $ 469,880 F- 18 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 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. On May 1, 2026, the Company, through its subsidiary OFA Japan Inc., entered into a non-cancelable operating lease agreement for office space and one adjacent parking space located in Choshi City, Chiba Prefecture, Japan. The lease has an initial term of two years, commencing on May 1, 2026 and expiring on April 30, 2028. Unless either party provides written notice of termination at least six months prior to the expiration date, the lease will automatically renew for an additional two-year term under the same terms and conditions. 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 June 30, 2026 As of March 31, 2026 Operating leases: Operating lease right-of-use assets $ 639,255 $ 635,622 Operating lease liabilities, current $ 173,255 $ 164,391 Operating lease liabilities, noncurrent 467,562 454,404 Total operating lease liabilities $ 640,817 $ 618,795 Weighted average remaining lease term (in years) 4.32 4.52 The components of lease expenses for the three months ended June 30, 2026 and 2025 were as follows: SCHEDULE OF LEASES EXPENSES 2026 2025 For the three months ended June 30, 2026 2025 Operating lease cost $ 57,674 $ 14,801 Cost of other leases with period less than one year and variable lease costs 13,547 1,820 Total lease expenses $ 71,221 $ 16,621 Weighted average discount rate (%) 3.63 % 3.63 % F- 19 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 Supplemental cash flow information related to leases for the three months ended June 30, 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 three months ended June 30, Cash paid for amounts included in the measurement of lease liabilities: 2026 2025 Operating cash flows from operating leases $ 71,221 $ 16,621 Supplemental noncash information: Right-of-use assets obtained in exchange for lease obligation: $ 25,026 $ - As of June 30, 2026, the maturities of operating lease liabilities (excluding short-term lease) are as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES As of June 30, Operating Lease 2027 $ 113,702 2028 150,384 2029 127,954 2030 127,332 2031 131,152 Thereafter 44,038 Year five Total lease payments 694,562 Less: Imputed interest ( 53,745 ) Present value of lease liabilities $ 640,817 Less: current portion ( 173,255 ) Lease obligations, noncurrent 467,562 As of March 31, 2026, the maturities of operating lease liabilities (excluding short-term lease) are as follows: As of March 31, Operating Lease Remainder of the year 2027 $ 183,904 Year one $ 183,904 2028 126,973 Year two 126,973 2029 117,382 Year three 117,382 2030 117,382 Year four 117,382 2031 127,163 Year five 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 NOTE 11. SHAREHOLDERS’ EQUITY Class A Ordinary Shares The Company is authorized to issue 100,000,000 Class A Ordinary Shares, par value of $ 0.01 (the “Class A Ordinary Shares”) and 20,000,000 Class B Ordinary Shares, par value $ 0.001 per share (the “Class B Ordinary Shares”). As of June 30, 2026 and March 31, 2026, the Company had 2,637,052 ( 26,370,521 shares before giving effect to the share consolidation) and 2,543,013 ( 25,430,128 shares before giving effect to the share consolidation) Class A Ordinary Shares issued and outstanding, respectively. On April 2, 2024, the Company entered a $ 600,000 bridge loan agreement with Precursor to finance expenses related to the proposed listing. The loan bears interest at an annual rate of 12 % and was convertible into 60,000 ( 600,000 shares before giving effect to the share consolidation) 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 60,000 ( 600,000 shares before giving effect to the share consolidation) 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 June 30, 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- 20 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 On March 26, 2026, L&H Inc. delivered a conversion notice electing to convert 110 shares of Series A Preferred Shares, with aggregate stated value of $ 111,393 , reflecting the 110% multiplier, and an aggregate conversion amount of $ 122,026 inclusive of accrued dividends. On April 9, 2026, the Company issued 37,360 Class A Ordinary Shares ( 373,601 shares before giving effect to the reverse stock split) pursuant to the conversion, at a conversion price of $ 0.356 ($ 0.3622 with respect to the accrued dividend portion). On March 31, 2026, L&H Inc. delivered a conversion notice electing to convert 150 shares of Series A Preferred Shares, with aggregate stated value of $ 151,900 , reflecting the 110% multiplier, and an aggregate conversion amount of $ 152,533 inclusive of accrued dividends. On April 9, 2026, the Company issued 46,312 Class A Ordinary Shares ( 463,117 shares before giving effect to the reverse stock split), pursuant to the conversion, at a conversion price of $ 0.3622 ($ 0.3625 with respect to the accrued dividend portion). On May 1, 2026, L&H Inc. elected to convert 40 shares of Series A Preferred Shares (aggregate stated value of $ 42,026 , reflecting the 110% multiplier, and an aggregate conversion amount of $ 44,071 inclusive of accrued dividends) were converted at a conversion price of $ 0.4603 ($ 0.632 on the dividend portion) into 10,367 Class A Ordinary Shares ( 103,675 shares before giving effect to the reverse stock split). Share-based Compensation For the year ended March 31, 2026, a total of 55,000 shares ( 550,000 shares before giving effect to the share consolidation) were issued for professional service. Please refer to Note 14 for more information. No additional share-based compensation was recognized during the three months ended June 30, 2026. IPO On May 22, 2025, the Company completed its IPO of 375,000 ( 3,750,000 shares before giving effect to the share consolidation) Ordinary Shares, at a public offering price of $ 40.00 ($ 4.00 per share pre-share consolidation), 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 56,250 ( 562,500 shares before giving effect to the share consolidation) Class A Ordinary Shares, at the split-adjusted public offering price of $ 40.00 ($ 4.00 per share pre-share consolidation) 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. 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. F- 21 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 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 25,000 ( 250,000 shares before giving effect to the share consolidation) 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 $ 4.113 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 condensed consolidated balance sheet as of June 30, 2026. 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. The registration statement was declared effective on June 24, 2026. As of June 30, 2026, the initial $ 350,000 installment due under the Waiver had not been paid. Accordingly, a payment default occurred under the Waiver. Subsequent to June 30, 2026, Atsion elected to receive Default Shares in respect of the missed $ 350,000 scheduled payment, rather than accelerate the entire remaining unpaid balance of the Commitment Fee. On August 3, 2026, Atsion requested the issuance of 129,000 Default Shares as the first installment. On August 6, 2026, Atsion requested an additional 120,000 Default Shares as the second installment. Accordingly, Atsion had requested an aggregate of 249,000 Default Shares in respect of the missed scheduled payment as of the date of issuance of these unaudited condensed consolidated financial statements. 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; F- 22 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (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 the Purchasers at par value each, for an aggregate consideration of US$ 20,000.00 ; On December 30,2025, the Company executed the purchase agreement with the Purchasers. 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. (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 and the Registration Rights Agreement (the “RRA,” and together with the Purchase Agreement and the Certificate of Designations, 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 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; and (v) the Facility will be subscribed for up to US$ 32,000,000 by TriCore. The beneficial owners of TriCore 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 the Purchasers. 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 June 30, 2026 and March 31, 2026, the Company had 20,000,000 Class B Ordinary Shares issued and outstanding. 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 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- 23 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 On March 27, 2026, TriCore a Notice of Conversion pursuant to the Certificate of Designations of Preferred Shares (the “Certificate of Designations”). TriCore elected to convert 3,000 Preferred Shares (aggregate stated value of $ 3,300,000 , reflecting a 110% multiplier) into 927,096 Class A Ordinary Shares ( 9,270,965 shares before giving effect to the share consolidation) at a conversion price of $ 0.35595 per share. 927,096 Class A Ordinary Shares ( 9,270,965 shares before giving effect to the share consolidation) 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 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 141,202 Class A Ordinary Shares ( 1,412,023 shares before giving effect to the share consolidation) 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). On June 22, 2026, pursuant to the PIPE Purchase Agreement and the related Waiver Agreement, the Company received aggregate cash proceeds of $ 323,000 from TriCore in connection with an Additional Closing relating to 356 Preferred Shares with an aggregate stated value of $ 356,000 . As of June 30, 2026, the 356 Preferred Shares had not been issued and were not reflected as issued and outstanding in the records of the Company’s transfer agent. Accordingly, the proceeds were recorded as preferred stock payable within mezzanine equity as of June 30, 2026. During June 2026, the Company received $ 148,000 from TriCore in connection with the second closing, relating to 262 Series A Preferred Shares. As of June 30, 2026, such shares had not been issued. Accordingly, the related proceeds were also recorded as preferred stock payable within mezzanine equity. Attributes of Preferred Shares include but are not limited to the following: Ranking . The 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 Preferred Shares. Dividends . The holders of Preferred Shares will be entitled to a 12 % per annum dividends. The dividends will be payable to each record holder of the 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 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 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 Preferred Shares at a redemption price equal to 110% of the Conversion Amount (as defined in the Certificate of Designations). F- 24 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 Voting Rights . The holders of the 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). The Preferred Shares were accounted for as mezzanine equity in accordance with ASC 480 - Distinguishing Liabilities from Equity. As of March 31, 2026, the closing price of the Company’s Class A Ordinary Shares was $ 0.5080 per share before giving effect to the share consolidation. 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 June 30, 2026, all Preferred Shares were recognized at their maximum redemption value. During the three months ended June 30, 2026 and 2025, the Company recognized dividends of $ 33,000 and nil , respectively, on the Preferred Shares. During the same periods, the Company recorded decreases of $ 33,857 and nil , respectively, in the carrying amount of the Preferred Shares as a result of adjustments to their redemption value. Conversion of Preferred Shares On March 30, 2026, Greentree elected to convert 420 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 141,202 Class A Ordinary Shares ( 1,412,023 shares before giving effect to the share consolidation) 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 June 30, 2026 and March 31, 2026, Greentree held 176,202 Class A Ordinary Shares ( 1,762,023 shares before giving effect to the share consolidation) and 1,080 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 927,096 Class A Ordinary Shares ( 9,270,965 shares before giving effect to the share consolidation) at a conversion price of $ 0.35595 per share. The Ordinary Shares were issued in certificated form to TriCore. On March 26, 2026, L&H Inc. delivered a conversion notice electing to convert 110 Preferred Shares, with aggregate stated value of $ 111,393 , reflecting the 110% multiplier, and an aggregate conversion amount of $ 122,026 inclusive of accrued dividends. On April 9, 2026, the Company issued 37,360 Class A Ordinary Shares ( 373,601 shares before giving effect to the share consolidation) pursuant to the conversion, at a conversion price of $ 0.356 ($ 0.3622 with respect to the accrued dividend portion). On March 31, 2026, L&H Inc. delivered a conversion notice electing to convert 150 Preferred Shares, with aggregate stated value of $ 151,900 , reflecting the 110% multiplier, and an aggregate conversion amount of $ 152,533 inclusive of accrued dividends. On April 9, 2026, the Company issued 46,312 Class A Ordinary Shares ( 463,117 shares before giving effect to the share consolidation), pursuant to the conversion, at a conversion price of $ 0.3622 ($ 0.3625 with respect to the accrued dividend portion). On May 1, 2026, L&H Inc. elected to convert 40 Preferred Shares (aggregate stated value of $ 42,026 , reflecting the 110% multiplier, and an aggregate conversion amount of $ 44,071 inclusive of accrued dividends) were converted at a conversion price of $ 0.4603 ($ 0.632 on the dividend portion) into 10,367 Class A Ordinary Shares ( 103,675 shares before giving effect to the share consolidation). F- 25 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 NOTE 12. BASIC AND DILUTED LOSS PER SHARE The share consolidation has been applied retroactively to the weighted average number of Class A Ordinary Shares outstanding and to loss per Class A Ordinary Share for all periods presented. The Class B Ordinary Shares were not subject to the share consolidation, and accordingly the weighted average number of Class B Ordinary Shares outstanding has not been adjusted. Basic and diluted loss per share have been calculated in accordance with ASC 260 on computation of loss per share for the three months ended June 30, 2026 and 2025 are calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE For the three months ended June 30, 2026 2025 Class A Ordinary Shares Net loss attributable to the Class A ordinary shareholders, basic and diluted ( 1,902,008 ) ( 1,727,777 ) Weighted average shares outstanding, Class A Ordinary Shares 2,647,873 1,150,672 Basic and diluted net loss per share, Class A Ordinary Shares $ ( 0.72 ) $ ( 1.50 ) Class B Ordinary Shares Net loss attributable to the Class B ordinary shareholders, basic and diluted - - Weighted average shares outstanding, Class B Ordinary Shares 20,000,000 - Basic and diluted net loss per share, Class B Ordinary Shares - - NOTE 13. 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. 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. F- 26 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 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. Japan The Company’s subsidiaries incorporated in Japan are subject to Japanese national and local corporate income taxes on their worldwide taxable income. For qualifying small and medium-sized enterprises with paid-in capital of JPY100 million or less, the national corporate tax rate is 15% on annual taxable income up to JPY8 million and 23.2% on annual taxable income exceeding JPY8 million. Including local corporate tax, corporate inhabitant tax, enterprise tax, special corporate enterprise tax and special defense corporate tax, the effective statutory tax rate generally ranges from approximately 21.94% to 34.43% for fiscal years beginning on or after April 1, 2026, depending on the amount of taxable income and the applicable local tax rates. The income tax provision consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES For the three months ended June 30, 2026 2025 Current U.S. $ - $ - Cayman - - PRC 4 - Hong Kong - - Japan - - Deferred U.S. - - Cayman - - PRC - - Hong Kong - - Japan - - Provision for income taxes $ 4 $ - The Company measures deferred tax assets and liabilities based on the difference between the unaudited condensed 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 June 30, 2026 and March 31, 2026: SCHEDULE OF DEFERRED TAX ASSET Deferred tax assets: As of June 30, 2026 As of March 31, 2026 Net operating loss carryforwards $ 1,515,242 $ 239,019 Total deferred tax assets 1,515,242 239,019 Less: valuation allowance ( 1,515,242 ) ( 239,019 ) Deferred tax assets, net $ - $ - There was no income tax payable as of June 30, 2026 and March 31, 2026. As of June 30, 2026, the Company had accumulated net operating loss carryforwards of approximately $ 2020,780,530 . F- 27 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 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 three months ended June 30, 2026 2025 Profit (loss) before income taxes $ ( 1,901,147 ) $ ( 1,727,777 ) Change in estimated taxes upon return finalization ( 1,190,331 ) - Income tax expense computed at applicable statutory tax rates ( 94,826 ) ( 1,112,430 ) Reconciling items: Change in valuation allowance 1,285,153 1,112,430 Income tax expense $ ( 4 ) $ - 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 June 30, 2026 and March 31, 2026, 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 three months ended June 30, 2026 and 2025. The Company also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from June 30, 2026. NOTE 14. SHARE-BASED COMPENSATION On September 25, 2024, the Company issued 130,000 ( 1,300,000 shares before giving effect to the share consolidation) 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 $ 0.66 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 0.66 Discount rate (after tax) 15 % Discount for lack of marketability (“DLOM”) 28 % On April 28, 2025, the Agreement with 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 20,000 ( 200,000 shares before giving effect to the share consolidation) 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 split-adjusted fair value of the shares at $ 40.00 ($ 4.00 per share pre-Share consolidation) 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 the Addendum. Under the terms of the Addendum, the Company agreed to issue an additional 35,000 ( 350,000 shares before giving effect to the share consolidation) 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 a split-adjusted price of $ 6.30 per share based on the closing market price on the date of issuance) related to this grant during the year ended March 31, 2026. 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, 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 10,000 Class A Ordinary Shares ( 100,000 shares before giving effect to the share consolidation). 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 10,000 ( 100,000 shares before giving effect to the share consolidation) 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 split-adjusted grant-date fair value to be $ 46.80 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. No share-based compensation expense was recorded during the three months ended June 30, 2026. F- 28 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 NOTE 15. COMMITMENTS AND CONTINGENCIES Commitments As of June 30, 2026, the Company had an unpaid balance of $ 5,501,361 related to the acquisition of intangible assets, which was recorded within accrued liabilities on the condensed consolidated balance sheet. See Notes 6 and 7. In addition, the Company entered into a financial advisory agreement with Finuvia LLC covering the period from June 2026 through May 2028, with total contractual fees of $ 480,000 . See Note 8. Except for the commitment fee payable to Atsion (Note 11), the Company had no significant capital or other commitments as of June 30, 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 June 30, 2026 and March 31, 2026, the Company is not a party to any material legal or administrative proceedings. NOTE 16. 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 operating income (loss) ,which is the primary performance metric utilized by management and the Company’s chief operating decision maker (“CODM”) to assess segment performance and make decisions regarding resource allocation. Gross profit is also reviewed by management for operational analysis. The Company concluded that the CODM is Mr. Li Hsien “Larry” Wong, CEO. 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 June 30, and for the three months ended June 30, Item 2026 2025 Revenue $ 14,879 $ 18,955 Cost of revenue 3,977 12,697 Gross profit 10,902 6,258 Operating expenses 1,915,125 1,739,771 Segment operating loss ( 1,904,223 ) ( 1,733,513 ) Segment other income (expense) 3,076 5,736 Segment assets 19,812,057 14,747,181 F- 29 OFA GROUP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2026 AND 2025 2) Revenue by Geography: 2026 2025 For the three months ended June 30, 2026 2025 Hong Kong/Asia-Pacific 14,879 $ 18,955 United States - - Total 14,879 $ 18,955 a. The Company’s key revenues streams are as below: 2026 2025 For the three months ended June 30, 2026 2025 Project Income Design and fit-out 3,330 11,522 Others 11,549 7,433 Total $ 14,879 $ 18,955 b. 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 three months ended June 30, 2026 YCH 24th Term Board of Directors Social Services Centre Application Industrial 29.95 % Yan Chai Hospital Project management Commercial 47.66 % For the three months ended June 30, 2025 Hang Cheong Factory BD Submission Application Industrial 39.21 % Dior Hong Kong Bespoke Lounge Project Design and fit-out Commercial 33.18 % NOTE 17. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the condensed consolidated financial statements are issued. Other than the material subsequent events disclosed above in the notes to financial statements and below, the Company identified no other material subsequent events requiring recognition or disclosure. Under the Company’s agreement with Atsion Opportunity Fund LLC, an installment payment of $ 350,000 became due following the effectiveness of the related registration statement on June 24, 2026 and remained unpaid as of June 30, 2026. Subsequent to June 30, 2026, Atsion elected to receive Class A Ordinary Shares in settlement of the overdue installment rather than accelerate the remaining unpaid commitment fee. On August 3, 2026, Atsion requested the issuance of 129,000 Default Shares as the first installment. On August 6, 2026, Atsion requested the issuance of an additional 120,000 Default Shares as the second installment. On August 10, 2026, Atsion requested the issuance of the remaining 51,000 Default Shares. Accordingly, Atsion had requested an aggregate of 300,000 Default Shares in connection with the overdue installment as of the date these unaudited condensed consolidated financial statements were issued. On July 31,2026, the 356 Series A Convertible Preferred Shares associated with TriCore’s additional closing completed in June 2026, as described in Notes 8 and 11, were converted into 406,645 ( 4,066,458 shares before giving effect to the share consolidation) Class A Ordinary Shares. On August 13, 2026, pursuant to the Atsion Purchase Agreement, the Company consummated the transaction with Atsion, issuing an aggregate of 450,000 Class A Ordinary Shares to Atsion. The Company’s initial deadline to regain compliance with Nasdaq’s minimum bid price requirement was June 9, 2026. The Company did not regain compliance during the initial compliance period. On July 27, 2026, the Company announced that it would implement a one-for-ten share consolidation, effective July 31, 2026, in support of its efforts to maintain the listing of its Class A Ordinary Shares on the Nasdaq Capital Market. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company had not received written confirmation from Nasdaq that it had regained compliance with the minimum bid price requirement. F- 30