{"url_path":"/sec/ofal/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 Business**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-033093-index.html","accession_number":"0001493152-26-033093","cik":"0002036307","ticker":"OFAL","issuer_name":"OFA Group","edgar_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-033093-index.html","primary_entity_key":"0002036307","primary_entity_name":"OFA Group"},"word_count":18723,"has_tables":true,"body_markdown":"**ITEM\n1. Business**\n\n \n\n**Overview**\n\n \n\nThrough\nour wholly owned operating subsidiary, Office for Fine Architecture Limited, the Company provides comprehensive\narchitectural services, including design and fit out services for commercial and residential buildings. The design service includes both\nthe consultation with our staff and the actual design work and the Company provides a specific conceptualized design with layout plans,\ndetailed design drawings, advice relating to, among other things, budgetary consideration, optimal use of space, the materials, fittings,\nfurniture, appliances and other items to be used with an aim to produce a preliminary design plan and quotation for clients’ considerations.\nFit out works include installing protective materials to cover floors or walls, installing or constructing partition walls, windows and\nwindow frames and decorative fittings, furniture or fixtures, installing plumbing systems as well as installing switches, power outlets,\ntelephone wiring, computer outlet covers and other electrical and wiring works.\n\n \n\nThe\nCompany’s mission is to leverage its expertise in architectural design to maximize the potential of every property, ensuring that\nits unique attributes are highlighted and enhanced through thoughtful innovations. The Company is focused on innovation, efficiency,\nand scalability in its business model and service offerings. While the Company currently operates on a traditional project-based model,\nthe Company utilizes various technological tools to enhance its design process.\n\n \n\nThe\nCompany has developed extensive industry relationships through its operating subsidiary’s 11-year membership in the Hong Kong Institute\nof Architects (“HKIA”) and maintain an active network of over 100 clients and numerous industry relationships throughout\nHong Kong. As the Company continues to grow, it plans to leverage these relationships and its local market expertise to explore potential\ntechnological partnerships and enhanced service offerings for the Asian market. However, its ability to implement such enhancements would\ndepend on reaching formal agreements with technology providers, and there can be no assurance that such agreements will be reached or\nthat enhanced services will be developed.\n\n \n\nThe\nCompany’s current service enhancement initiatives focus on utilizing existing visualization tools to improve design efficiency,\nexploring potential development of specialized software tools for building code compliance, and continuing to evaluate and implement\ncommercially available technology solutions that could benefit our clients. The Company believes these initiatives can help us deliver\nmore efficient services to our clients, though the implementation and success of these initiatives involve various risks and uncertainties\nas described in “*Risk Factors - Risks Related to Our Business and Industry - Our utilization of artificial intelligence and\nmachine learning technologies may expose us to operational, legal, and financial risks that could materially impact our business operations\nand financial results.*”\n\n \n\nOn\nMay 23, 2025, Office for Fine Architecture Limited, the Company’s subsidiary, entered into a Co-Development Agreement (the “Co-Development\nAgreement”) with Alan to AI Consultancy Co. Limited (the “Contractor”) for the co-development of the OFA QikBIM \nsystem. Pursuant to the Co-Development Agreement, the Contractor will develop an AI software designed for architecture design and automated\ngeneration of structural and MEP (mechanical, electrical, and plumbing) construction drawings, and the Company agreed to pay the Contractor\na total of $14,993,500, payable in four instalments upon the delivery of each project phase. Pursuant to the Co-Development Agreement,\nwhile the intellectual property (IP) rights in the core QikBIM system remains with the Contractor, the Company shall have a perpetual,\nirrevocable, worldwide, royalty-free license to use, modify, and distribute the software. The Company will hold exclusive rights for\nthe use, management, and operation of the system in North America and Hong Kong for five years from final completion, after which the\nlicense becomes non-exclusive globally. The Co-Development Agreement contains customary representations and warranties made by the Contractor,\nincluding that the services and deliverables shall be free from defects in design, meet all applicable legal requirements, not infringe\nor encroach any third party’s personal, contractual or proprietary rights and be free and clear of all third party liens. The Co-Development\nAgreement shall remain in effect until 30 days following the date that the Company gives the Contractor written notice of termination,\non in the event of a material breach of the Agreement by either party and not cured within 10 days of the receipt of written notice thereof,\nbe immediately terminated by the non-breaching party. On March 31, 2026, the Company exercised its option, exercisable within three years\nof final completion, to either purchase the IP rights for the North American and Hong Kong version of the system or acquire equity in\nthe Contractor (the “Option”), and entered into an Intellectual Property Assignment and Co-Ownership Agreement with Contractor,\npursuant to acquire a 50% undivided co-ownership interest in certain intellectual property relating to the QikBIM (or “QikBIM”)\nsystem, including rights relating to the United States and Hong Kong standards adaptation and commercialization versions thereof for\n$17,500,000 (HK$136,500,000). All development fees paid by the Company was converted towards the acquisition cost upon exercise of the Option.\nAs of the date of this report, $5,505,676 (HK$43,147,932) remained unpaid pursuant to the terms of the Co-Development Agreement. The\nCo-Development Agreement was further amended by an Assignment Agreement (as described below).\n\n \n\n2\n\n \n\n \n\nOn\nMarch 31, 2026, Office for Fine Architecture Limited, a subsidiary of the Company, entered into an Intellectual Property Assignment and\nCo-Ownership Agreement (the “Assignment Agreement”) with the Contractor. Pursuant to the Assignment Agreement, the Company\nacquired from the Contractor a 50% undivided co-ownership interest in certain intellectual property relating to the QikBIM system and\nrelated deliverables, including specified rights relating to the United States standards and Hong Kong standards adaptation and commercialization\nversion of such system (the “Acquired IP”) for an aggregate purchase price of $17,500,000. Notwithstanding the 50/50 co-ownership\nstructure, the Company holds sole and final authority over all operational, technical, strategic, and commercial matters relating to\nthe Acquired IP and the QikBIM business, including product roadmap, technical architecture, pricing, licensing, sublicensing, and data\ngovernance. The Seller’s consent rights are limited to narrowly defined fundamental matters. The Assignment Agreement also restricts\nthe Contractor’s ability to transfer its retained interest, grant licenses, or compete with the QikBIM business using the Acquired\nIP. The Assignment Agreement also amends, restates, replaces and supersedes certain prior option-to-purchase, exclusivity, license, acquisition-cost\nconversion, governance and related mechanics contained in the Co-Development Agreement with respect to the Acquired IP and the related\nbusiness. The Assignment Agreement provides those historical payments previously made by Company and/or its affiliates to the Contractor\nin the aggregate amount of $11,994,800 are credited against the purchase price. The Company is also obligated to pay the Contractor (i)\na final installment of $2,998,700 on or before December 31, 2026, and (ii) supplemental consideration of $2,506,500 on or before December\n31, 2026. In addition, pursuant to the Assignment Agreement the Company deposited $880,000 into an escrow account designated by Company,\nwhich amount shall constitute part of, and not in addition to, the purchase price and will be credited against the supplemental consideration\nwhen released to the Contractor. Any unpaid final installment or supplemental consideration not paid when due will accrue simple interest\nat a rate of 3% per annum or the maximum rate permitted by applicable law, whichever is lower. The Assignment Agreement also contains\ncustomary and negotiated provisions relating to representations and warranties, indemnification, confidentiality, public announcements,\ncooperation, dispute resolution and other miscellaneous matters. Among other things, the Assignment Agreement provides that the Company\nhas the sole right to determine the timing, manner and content of any public announcement, securities filing, stock exchange filing,\ninvestor communication or other public-company disclosure relating to the Assignment Agreement, the Acquired IP or the related business.\n\n \n\nWhile\nthe project is advancing as planned with promising early results, there can be no assurance that future phases will be successfully completed\nor that the system will achieve its intended commercial objectives. See – “Risk Factor - Risks Related to Our Co-Development\nAgreement for the OFA QikBIM System.”\n\n \n\nCommencing\nin July 2025, the Company began accepting cryptocurrency payments for its traditional architectural services and AI-driven architectural\ntools. The Company currently accepts Bitcoin (BTC) and Solana (SOL) for these services. All cryptocurrencies received from clients will\nbe held with Kraken crypto currency exchange, owned and operated by Payward, Inc., a qualified third-party custodian, which provides\ninstitutional-grade security measures, including cold storage, multi-signature arrangements, and segregated account structures consistent\nwith industry practices.\n\n \n\nCryptocurrencies\nreceived from operating activities are maintained separately from the Company’s cryptocurrency treasury strategy. In the ordinary\ncourse, such receipts are converted into fiat currency for working-capital purposes. Any portion of these assets designated for long-term\ninvestment is transferred into dedicated treasury accounts in accordance with Company policy. As of the date of this report, the Company\nhas not accepted any BTC and SOL.\n\n \n\n3\n\n \n\n \n\nIn\nAugust 2025, the Company launched its digital asset strategy, which is intended to support, among other things, financing initiatives\ntied to senior housing projects, property development, and broader real-world-asset digitization. This strategy may involve pilot programs\nthat tokenize various real-world assets, including mortgages, real property interests, rental income streams, and other asset categories\nrelevant to the Company’s operations.\n\n \n\nOn March 31, 2026, the Company entered into a Real World Asset Tokenization\nService Agreement (the “Tokenization Agreement”) with MD Queens Development LLC, or its designated special purpose vehicle\n(the “Real World Asset”), in connection with a proposed mixed-use real estate development project located in Long Island City,\nNew York (the “Project”). Pursuant to the Tokenization Agreement, the Company, through its Hearth RWA tokenization platform,\nwill provide certain blockchain-based tokenization infrastructure and related technology services in connection with the Project. Such\nservices include, among other things, the design and technical creation of digital tokens representing interests in a designated special\npurpose vehicle associated with the Project, development and deployment of smart contracts, digital asset registry infrastructure, integration\nof project-related documentation, and implementation of certain compliance-enabled technical features. Under the Tokenization Agreement,\nthe Company is entitled to receive an aggregate platform technology fee of $15,000,000. The fee is payable in two milestone-based installments,\nconsisting of (i) an initial installment equal to 50% of the total fee upon execution of the Tokenization Agreement and delivery of certain\ninitial platform architecture and configuration materials and (ii) a second installment equal to the remaining 50% upon initiation of\ndeployment of smart contracts, platform infrastructure and token issuance setup, and full platform integration, in each case subject to\ninvoicing and the other terms and conditions of the Tokenization Agreement. The Tokenization Agreement provides that the fee constitutes\ncompensation solely for technology and tokenization infrastructure services and is not contingent upon the success of any capital raising,\ntoken sale, or investment activity. The Tokenization Agreement further provides that the Company’s role is limited to technology\ninfrastructure and platform services. The Tokenization Agreement states that the Company will not act as an issuer, broker-dealer, placement\nagent, investment adviser, exchange operator, or fundraising intermediary in connection with the Project or any digital assets issued\nin connection therewith, and that the Real World Asset will remain solely responsible for securities law compliance, offering structure,\ninvestor-related activities, and related matters. The Tokenization Agreement contains customary representations and warranties, confidentiality\nobligations, indemnification provisions, limitations of liability, and termination provisions. The Tokenization Agreement will remain\nin effect until completion of the services described therein, unless earlier terminated in accordance with its terms. The first milestone (Platform Setup and Smart Contract Deployment) was\nreached on May 15, 2026, and the corresponding Project Plan Deliverable Framework has been accepted by the client. Although the agreement\nbecame effective and a portion of the $15,000,000 Platform Technology Fee became contractually payable and non-refundable on that date,\nexecution of the contract itself does not constitute satisfaction of a performance obligation. Real World Asset\nelected to settle the first installment of the platform technology fee through the transfer of 12,500,000 PropDeFi tokens (“PPDF”)\non March 31, 2026. Because the services had not been performed as of March 31, 2026 and the fair value of the noncash consideration was\nnot reliably measurable, the Company has not recognized any revenue with respect to the Tokenization Agreement for the period. Consistent\nwith its policy for consideration received in advance of performance, the Company recorded the arrangement as a contract liability; however,\nbecause the fair value of the consideration received could not be reliably measured, the contract liability and the related digital assets\nreceived were recorded at zero value as of March 31, 2026. Accordingly, the PPDF received is reflected in the consolidated balance sheet\nat zero carrying amount, and no contract liability was recognized at the $15,000,000 million stated contract value. See – *“Risk\nFactors - Risks Related to the Valuation of Noncash Consideration Received in the Form of PPDF.”*\n\n \n\nOn May 8, 2026, the Company entered\ninto a Real World Asset Tokenization Service Agreement (the “Vero Agreement”) with Vero 60 LLC and Vero Beach Land Development\nLLC, or its designated special purpose vehicle (“Vero”), in connection with a proposed residential real estate development\nproject located in Vero Beach, Florida (the “Vero Project”). Pursuant to the Vero Agreement, the Company, through its Hearth\nRWA tokenization platform, will provide certain blockchain-based tokenization infrastructure and related technology services in connection\nwith the Vero Project. Such services include, among other things, the design and technical creation of digital tokens representing interests\nin a designated special purpose vehicle associated with the Vero Project, development and deployment of smart contracts, digital asset\nregistry infrastructure, integration of project-related documentation, and implementation of certain compliance-enabled technical features.\nUnder the Vero Agreement, the Company is entitled to receive an aggregate platform technology fee of $7,500,000. The fee is payable in\ntwo milestone-based installments, consisting of (i) an initial installment equal to 50% of the total fee upon execution of the Vero Agreement\nand delivery of certain initial platform architecture and configuration materials, and (ii) a second installment equal to the remaining\n50% upon initiation of deployment of platform infrastructure and token issuance setup, and full platform integration, in each case subject\nto invoicing and the other terms and conditions of the Vero Agreement. The Vero Agreement provides that the fee constitutes compensation\nsolely for technology and tokenization infrastructure services and is not contingent upon the success of any capital raising, token sale,\nor investment activity. The Vero Agreement further provides that the Company’s role is limited to technology infrastructure and\nplatform services. The Vero Agreement states that the Company will not act as an issuer, broker-dealer, placement agent, investment adviser,\nexchange operator, or fundraising intermediary in connection with the Vero Project or any digital assets issued in connection therewith,\nand that the Client will remain solely responsible for securities law compliance, offering structure, investor-related activities, and\nrelated matters.\n\n \n\n**Our\nCorporate History and Structure**\n\n \n\nThe\nCompany is a Cayman Islands exempted company incorporated on August 27, 2024. Effective on August 29, 2024, the Company and its operating\nsubsidiary completed a reorganization to consolidate its business operations in Hong Kong into an offshore corporate holding structure\nin anticipation of listing on a recognized securities market.\n\n \n\nOur\noperating subsidiary, Office for Fine Architecture Limited, is a private company limited by shares company incorporated under the laws\nof Hong Kong on January 31, 2013 under the name of “Panesian Engineering Limited.” On May 29, 2013, Panesian Engineering\nLimited changed its name by way of special resolution to Office for Fine Architecture Limited. Our operating subsidiary’s executive\noffices are based in Hong Kong. Our operating subsidiary has not had any bankruptcies or mergers and acquisitions during the time of\nits business lifetime.\n\n \n\n4\n\n \n\n \n\nOn\nJune 11, 2025, the Company formed its subsidiary, OFA Financial, Inc. (“OFA Financial”), in the State of Delaware to conduct\nadvisory and consulting services. OFA Financial provides strategic and financial consulting services to companies and individuals\nseeking to raise capital through private or public markets, pursue mergers, acquisitions, or strategic transactions, and evaluate corporate\nfinance alternatives. Its services include advising on capital structure, financing strategies, transaction readiness, and strategic\nplanning, as well as assisting with investor outreach, transaction structuring, and coordination with legal, accounting, and other professional\nadvisors. OFA Financial does not act as a broker-dealer, does not solicit or execute securities transactions, and does not receive transaction-based\ncompensation.\n\n \n\nOn\nSeptember 4, 2025, the Company formed its subsidiary, Office for Fine Architecture, Inc, in the State of California for providing architectural\ndesign, planning, and consulting services for U.S.-based projects, including coordination with clients, contractors, and regulatory authorities.\n\n \n\nOn\nSeptember 10, 2025, the Company formed its subsidiary, OFA Financial HK Limited, under the laws of Hong Kong, to oversee the activities\nof head offices, including management and management consultancy activities.\n\n \n\nOn\nOctober 22, 2025, the Company formed its subsidiary, Guangzhou Zhiyi Consulting Services Co., Ltd., under the laws of People’s\nRepublic of China, for providing financial advisory services, information consulting services and other consulting and planning services.\n\n \n\nOn\nNovember 18, 2025, the Company formed its subsidiary, OFA Asset Management, Inc., in the State of Delaware for holding and managing investment\nvehicles and special purpose entities focused on land development assets and digital assets; overseeing asset structuring, tokenization\ninitiatives, and asset-level management.\n\n \n\nOn\nNovember 18, 2025, the Company formed its subsidiary, Hearth Labs, Inc., in the State of Delaware for the development of our digital-asset\ninfrastructure.\n\n \n\nThe\nchart below shows our corporate structure as of the date of this report:\n\n \n\n \n\n5\n\n \n\n \n\n**Recent\nDevelopments**\n\n \n\n**FPI\nStatus**\n\n \n\nAs\nof September 30, 2025, the end of its second fiscal quarter, the Company determined that it no longer qualified as an FPI and effective\nApril 1, 2026, became subject to additional regulatory and reporting requirements as a domestic issuer in the United States. As a domestic\nU.S. filer, the Company is now required to file quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements under\nSection 14 of the Exchange Act, and to prepare financial statements in accordance with U.S. GAAP. Additionally, its “insiders”\nare now subject to Section 16 reporting and short-swing profit recovery provisions, and the Company is no longer exempt from Regulation\nFD.\n\n \n\n**Nasdaq\nNotice**\n\n \n\nOn\nDecember 11, 2025, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that the\nclosing bid price per share for its Ordinary Shares was below $1.00 for a period of 30 consecutive business days and that the Company\ndid not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).\n\n \n\nPursuant\nto Nasdaq Listing Rule 5810(c)(3)(A), the Company had until June 9, 2026 (the “Compliance Period”), to regain compliance\nwith Nasdaq’s minimum bid price requirement.\n\n \n\nOn\nJune 9, 2026, the Company received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock\nMarket LLC (“Staff”) notifying the Company that the Company is eligible for an additional 180-day period (the “Second\nCompliance Period”), or until December 7, 2026 (the “Compliance Date”), to regain compliance, based on the Staff’s\ndetermination of the Company meeting the continued listing requirement for market value of publicly held shares and all other initial\nlisting standards for Nasdaq, with the exception of the minimum bid price requirement, and the Company’s written notice to Nasdaq\nof its intention to cure the deficiency during the Second Compliance Period, by effecting a reverse stock split, if necessary. The Letter\nhas no immediate impact on the listing of the Company’s Ordinary Shares on Nasdaq. If at any time during the Second Compliance\nPeriod the closing bid price of the Company’s Ordinary Shares is at least $1.00 per share for a minimum of 10 consecutive business\ndays (which may be extended to be a period of up to 20 consecutive business days in the discretion of the Staff), Nasdaq will provide\nthe Company with written confirmation of compliance. The Letter does not result in the immediate delisting of the Company’s Ordinary\nShares, and the shares will continue to trade uninterrupted under the symbol “OFAL.”\n\n \n\nIf\nthe Company does not regain compliance by the Compliance Date, the Staff will provide written notification that the Company’s Ordinary\nShares is subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the\nprocedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company receives a delisting\nnotice and appeals the delisting determination by Nasdaq to the panel, such appeal would be successful.\n\n \n\n**Change\nof Capital Structure and Related Share Issuance**\n\n \n\nThe\nCompany’s Ordinary Shares have been redesignated as Class A Ordinary Shares and have commenced trading on Nasdaq on December 17,\n2025 as Class A Ordinary Shares under the same symbol “OFAL.”\n\n \n\nOn\nNovember 24, 2025, the Company held an extraordinary general meeting of shareholders (the “EGM”).\n\n \n\nAt\nthe EGM, the Company’s shareholders approved, among other matters, (i) an increase in the Company’s authorized share capital,\n(ii) the reclassification of the Company’s share capital into a dual-class structure consisting of Class A and Class B Ordinary Shares, (iii) the adoption of a second amended and restated memorandum and articles of association, (iv) the issuance of Class B Ordinary Shares to certain investors, (v) the entry into and implementation of a private placement financing facility, and (vi) the establishment\nof a digital asset treasury.\n\n \n\n6\n\n \n\n \n\nAs\nsuch, following the approval, the Company’s authorized share capital was $320,000 divided into 320,000,000 shares of a par value\nof US$0.001 each comprising (i) 100,000,000 Class A Ordinary Shares of a par value of US$0.001 each, (ii) 20,000,000 Class B Ordinary Shares of a par value of US$0.001 each, and (iii) 200,000,000 undesignated shares of a par value of US$0.001 each, of such class or classes\n(however designated) as the board of directors may determine in accordance with the Second M&A.\n\n \n\nIn\naddition, on December 30, 2025, the Company executed the Purchase Agreement with FNHK Inc., CP COWORK LIMITED and R-OPUS Inc. As of February\n2026, 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.\n\n \n\nHolders\nof Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting, transfer and dividends and distribution\nrights. In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one vote\nper share; and each holder of Class B Ordinary Shares will be entitled to 25 votes per Class B ordinary share. Class A Ordinary Shares\nmay be transferred in accordance with the Second M&A and any applicable laws while a holder of Class B Ordinary Shares shall have\nno rights to transfer Class B Ordinary Shares under any circumstances. Dividends may be declared or paid to any holder of Class A ordinary\nshare but no dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets\n(including any distribution of assets to shareholders on a winding up) may be made to a holder of a Class B ordinary share.\n\n \n\nHolders\nof 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\nor 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\nshall they be entitled to participate in any meeting of the holders of Class A Ordinary Shares.\n\n \n\nThe\nCompany’s Class A Ordinary Shares shall not be convertible into Class B Ordinary Shares, and Class B Ordinary Shares shall not\nbe convertible into Class A Ordinary Shares. In addition, the holders of the Company’s Preferred Shares have the right to convert\nsuch shares into Class A Ordinary Shares in accordance with the terms of the certificate of designations as described in more detail\nbelow.\n\n \n\nMr.\nWong, Chief Executive Officer and director of the Company, exercises voting and dispositive power over the securities held by FNHK Inc.\nMr. Chong, Chief Technology Officer and director of the Company, exercises voting and dispositive power over the securities held by CP\nCOWORK LIMITED. Mr. Wong and Mr. Chong co-founded the Company in 2013 and have led the Company to achieve significant growth. Weiyi C.\nYu exercises voting and dispositive power over the securities held by R-OPUS, Inc. The three main shareholders, holding an aggregate\nof 20,000,000 Class B Ordinary Shares will be deemed to beneficially own approximately 98.68% of the total voting power of our issued\nand outstanding Ordinary Shares (including Class A Ordinary Shares and Class B Ordinary Shares). *See – “Risk Factors -\nThe three main shareholders of our Company, including our Chief Executive Officer and our Chief Technology Officer, holds approximately\n98.68% of the voting power of our Ordinary Shares and have the ability to control the outcome of certain matters submitted to shareholders\nfor approval, including increasing, consolidating, converting, dividing and cancelling share capital, election of directors and declaring\ndividends, the amendment of the Company’s memorandum and articles of association, varying class rights, continuation out, winding\nup and reducing share capital, and other major corporate transactions, such as a change in control, merger, consolidation, and sale of\nassets.”*\n\n \n\n**Securities\nPurchase Agreement**\n\n \n\nOn\nOctober 29, 2025, the Company entered into purchase agreement (the “PIPE Purchase Agreement”) with Greentree Financial Group,\nInc. (“Greentree”) and TriCore Foundation, LLC (“TriCore”), pursuant to which, and subject to the approval by\nthe Company’s shareholders of (i) an amendment to its Amended and Restated Memorandum and Articles of Association and (ii) the\napproval of the issuance of the Series A Convertible Preferred Shares, the Company will issue and sell up to an aggregate $50,000,000\nin stated value of its Series A Convertible Preferred Shares, par value US$0.001 per share (the “Preferred Shares”). An aggregate\nof $4,800,000 in stated value of its Preferred Shares are closed to date. The Preferred Shares are convertible into the Company’s\nClass A Ordinary Shares.\n\n \n\n7\n\n \n\n \n\nThe\nPIPE Purchase Agreement, as amended, contemplates multiple closings (each, a “Closing”). At the first closing (the\n“Initial Closing”) an aggregate stated value of $1,500,000 of Preferred Shares were issued upon the satisfaction of\ncertain customary closing conditions in exchange for the aggregate gross proceeds of $1,350,000, representing original issue\ndiscount of 10%. At the second closing (the “Second Closing”), subject to satisfying the conditions described in the\nPIPE Purchase Agreement, including the majority vote of the Company’s shareholders (the “Shareholder Approval”),\nan aggregate stated value of $500,000 of Preferred Shares were issued in exchange for the aggregate gross proceeds of $450,000. At\nthe third closing (the “Third Closing”), subject to satisfying the conditions discussed in more detail in the PIPE\nPurchase Agreement, including an effective registration statement covering the resale of the Ordinary Shares issuable upon\nconversion of the Preferred Shares and as payment for the Preferred Shares dividends an aggregate stated value of $4,000,000 of\nPreferred Shares in exchange for the aggregate gross proceeds of $3,600,000. On February 20, 2026 and March 27, 2026 Investors\nwaived certain closing conditions for a portion of the Third Closing and funded $2,800,000 in stated value. In addition, at the\nadditional closings (the “Additional Closings” and each an “Additional Closing”) pursuant to the PIPE\nPurchase Agreement, the Company has the right, but not the obligation, subject to satisfying the conditions discussed below, to\nissue an aggregate stated value of $44,000,000 of the Preferred Shares in exchange for the aggregate gross proceeds of $39,600,000.\nAs of the year ended March 31, 2026, the Company had issued 1,080 Preferred Shares with an aggregate stated value of $1,089,082.60\nin exchange for the aggregate gross proceeds of $972,000. As of the date of this report, 420 of the 1,080 Preferred Shares issued\nunder the PIPE Purchase Agreement were converted for 1,412,023\nshares of Class A Ordinary Shares, with 1,080 Preferred Shares currently remaining outstanding. See – *“Business\n– Material Agreements - PIPE Purchase Agreement.”*\n\n \n\n**Registration\nRights**\n\n \n\nOn\nOctober 29, 2025, the parties entered into a registration rights agreement (the “Registration Rights Agreement”), which grants\nGreentree and TriCore certain customary registration rights in connection with the investment with respect to the shares of Class A Ordinary Shares issuance upon conversion of the Preferred Shares and upon payment of the associated dividends. Subsequent to the execution of\nthe Registration Rights Agreement, a transferee of certain Preferred Shares entered into a joinder to the Registration Rights Agreement\nwith the Company pursuant to which such transferee agreed to become a party to, and be bound by, the terms and conditions of the Registration\nRights Agreement as a “Buyer” thereunder with respect to the Preferred Shares acquired from an existing Buyer.\n\n \n\n**Equity\nLine of Credit**\n\n \n\nOn\nJuly 14, 2025, the Company entered into certain purchase agreement (the “Atsion Purchase Agreement”) with Atsion Opportunity\nFund LLC – Series 1 (“Atsion”), pursuant to which the Company has the right, but not the obligation, to sell up to\n$100,000,000 (which may be increased to $200,000,000 upon mutual agreement by us and Atsion) of our Class A Ordinary Shares, to Atsion,\nsubject to the terms and conditions set forth therein (the “Equity Facility”). In furtherance of the Equity Facility, the\nCompany and Atsion also entered into a related registration rights agreement (the “RRA”) pursuant to which the Company has\nagreed to register for resale on a registration statement on Form S-1 the Class A Ordinary Shares issuable to Atsion pursuant to the\nEquity Facility.\n\n \n\nIn\nconsideration for entering into the Atsion Purchase Agreement, the Company has agreed to issue Atsion 250,000 Class A Ordinary Shares\n(the “Commitment Shares”). If the aggregate value of the Commitment Shares, as determined pursuant to the Atsion Purchase\nAgreement, is less than $1,000,000, then the Company has agreed to pay Atsion the difference in cash. The Company has also agreed to\nreimburse Atsion for certain expenses.\n\n \n\nConcurrently\nwith the Atsion Purchase Agreement, the Company and Atsion entered into a registration rights agreement with Atsion, pursuant to which\nthe Company has agreed to file a resale registration statement within 30 days following the execution of the Atsion Purchase Agreement\nand agreed to have the resale registration statement declared effective within 45 days of execution of the Atsion Purchase Agreement,\nsubject to an extension if the Securities and Exchange Commission determines to review the resale registration statement.\n\n \n\n8\n\n \n\n \n\nOn\nJune 4, 2026, the Company and Atsion entered into the into an Amendment No. 1 to the Conditional Waiver of Covenant (the “Conditional\nWaiver Amendment”) amending the certain provisions of the March 25, 2026 Conditional Waiver of Covenant by and between the Company\nand Atsion (the “Original Waiver”). The parties had previously entered into the Atsion Purchase Agreement, pursuant to which\nthe Company was prohibited from entering into any variable rate transaction (the “Restriction”). On October 28, 2025, the\nCompany and Atsion entered into a waiver, pursuant to which Atsion agreed to waive the Restriction in relation to an Initial Closing\nunder the PIPE Purchase Agreement. Pursuant to the Original Waiver, Atsion agreed to waive the Restriction in relation to the Second\nClosing and Third Closing under the PIPE Purchase Agreement. Further the Original Waiver amended the Atsion Purchase Agreement to subjected\nthe Company’s obligation to pay Atsion a commitment fee of $1,000,000 to a payment schedule therein, and if the Company defaults\nin any of the payments, the entire remaining unpaid balance of the commitment fee shall, at the Atsion’s election, become immediately\ndue and payable, and liquidated damages shall accrue at one percent (1%) of the commitment fee each day. Pursuant to the Conditional\nWaiver Amendment, if the Company defaults in the payment of commitment fee, the remaining unpaid balance of the commitment fee shall\nbe converted into Class A Ordinary Shares (“Default Shares”) at a conversion price equal to volume-weighted average price\nof Company’s Class A Ordinary Shares on the day immediately prior to the Share Transfer Date (as defined in the Conditional Waiver\nAmendment), provided, however, that the number of Default Shares will not exceed 3,000,000 shares.\n\n \n\nIn\nconnection with the Equity Facility, the Company engaged R.F. Lafferty & Co., Inc. and IB Capital LLC, an affiliate of I-Bankers\nSecurities Inc. (collectively, the “Agents”), to act as placement agents. The Company has agreed to pay the Agents an upfront\nfee of $500,000 in cash or in Class A Ordinary Shares at the Company’s discretion and has also agreed to pay the Agents a fee of\n1.25% of the gross proceeds of sales pursuant to the Equity Facility. See – *“Business – Material Agreements - Atsion\nPurchase Agreement.”*\n\n \n\n**Digital\nAsset Management**\n\n \n\nThe\nCompany has adopted treasury policies governing digital asset management, including allocation ranges of approximately 70%–90%\nin BTC and 10%–30% in SOL, with target distributions subject to periodic review and minimum liquidity thresholds to ensure adequate\nworking capital. Purchases of digital assets are conducted through regulated exchanges or vetted over-the-counter counterparties under\nthe oversight of a third-party asset manager, with assets held in secure, segregated custodial accounts featuring institutional-grade\nprotections. All acquisitions require approval under treasury committee guidelines, must comply with allocation and liquidity parameters,\nand are executed at market prices within internal controls to limit slippage, with transactions promptly recorded and reconciled in the\nCompany’s financial records.\n\n \n\n**Professional\nServices Agreement**\n\n \n\nOn\nApril 28, 2025, the Company entered into a service agreement (the “Service Agreement”) with Greentree Financial Group, Inc.\n(“Greentree”), pursuant to which Greentree agreed to provide professional services regarding compliance with U.S. GAAP and\nSEC rules. As consideration for these services, the Company issued 200,000 Ordinary Shares to Greentree. The service fees were considered\nfully earned upon the execution of the Service Agreement.\n\n \n\n**Geographical\nExpansion**\n\n \n\nSubsequent\nto the fiscal year ended March 31, 2026, we initiated a strategic expansion into Japan. In May 2026, we incorporated OFA Japan Inc. and\nOFA Japan Asset Management Inc. to pursue real estate and entertainment development opportunities, including a proposed regional revitalization\nproject in Choshi City, Chiba Prefecture. We are currently in the process of establishing a joint venture entity, Miyabi Spectrum Inc.,\nto manage the entertainment aspects of this project. While these initiatives are in the early stages of development and remain subject\nto definitive agreements, we believe this expansion represents a significant opportunity to diversify our revenue streams and leverage\nour design and project management expertise in a new geographic market.\n\n \n\n**Tokenization\nAgreement**\n\n \n\nOn\nMay 8, 2026, the Company entered into the Vero Agreement with Vero in connection with the Vero Project. Pursuant to the Vero Agreement,\nthe Company, through its Hearth RWA platform, will provide tokenization infrastructure and related services, including digital token\ndesign, smart contracts, registry infrastructure, and platform integration. The Company is entitled to a $7,500,000 milestone-based technology\nfee, and its role is limited to infrastructure services only, with no involvement in issuance, fundraising, or regulated intermediary\nactivities.\n\n \n\n**Our\nIndustry**\n\n \n\nThe\nglobal interior design and architectural services industry faces both opportunities and challenges in the current economic environment.\nWhile technological advancements, particularly in AI and intelligent management systems, are creating new service opportunities, the\nindustry is experiencing significant headwinds from persistent inflationary pressures and elevated interest rates. These macroeconomic\nfactors have contributed to revenue declines across the industry as clients delay or scale back construction projects. Rising construction\ncosts in our key markets have particularly impacted our residential and commercial project pipeline, leading to extended project timelines\nand reduced new project commitments. Despite these challenges, the industry remains highly fragmented, characterized by numerous companies\nof different sizes competing across market segments and geographic areas, which creates opportunities for firms that can effectively\nmanage costs while innovating their service offerings through technology adoption and service differentiation.\n\n \n\n**Market\nSize and Growth**\n\n \n\n \n●\nInterior\nDesign Services\n\n \n\nThe\nglobal interior design services market was valued at approximately US$ 45.1 billion in 2022 and is expected to grow to US$ 79.6 billion\nby 2030, with a compound annual growth rate (“CAGR”) of 7.4%. The market consists of thousands of firms worldwide, ranging\nfrom individual practitioners to large design firms, creating a highly competitive landscape.\n\n \n\n9\n\n \n\n \n\nKey\ndrivers include increasing disposable incomes, urbanization, the growth of the real estate sector, and changing consumer preferences.\nThe rise in demand for personalized and sustainable interior design solutions is also contributing to market expansion.\n\n \n\n \n●\nArchitectural\nServices\n\n \n\nThe\nglobal architectural services market was valued at US$ 359.9 billion in 2022 and is projected to reach US$ 834.84 billion by 2031, growing\nat a CAGR of 9.8%.\n\n \n\nThis\nmarket is characterized by intense competition among numerous architectural firms of various sizes, from local boutique practices to\ninternational firms. Key drivers include technological advancements, such as the integration of AI and digital tools, sustainability\ntrends, and increasing investments in infrastructure and urban development.\n\n \n\nThe\nHong Kong architectural market, where the Company operates as one of many service providers, represents a diverse and competitive environment.\nLocal architects combine Eastern and Western design influences to address the challenges of limited space, serving local, mainland China\nand overseas customers. According to the Cultural and Creative Industries Development Agency of the Government of the Hong Kong Special\nAdministrative Region (“CCIDA”), architectural and related services contribute nearly 20% of Hong Kong’s creative services\nexports, reaching HK$4.3 billion every year.\n\n \n\nThe\nHong Kong architectural market continues to expand, supported by growth in the construction sector. In the first quarter of 2024, the\ntotal gross value of construction works (“GVCW”) increased by 8.7% year-on-year, amounting to HK$68.7 billion. The private\nsector saw an increase of 20.8% in nominal terms, reaching HK$21.8 billion, while the public sector contributed HK$25.5 billion, up by\n9.5%. This performance reflects ongoing investments in both sectors, including government infrastructure development and private sector\nprojects.\n\n \n\nResidential\nbuilding projects experienced growth of 48.4%, with the GVCW rising to HK$20.1 billion, reflecting demand for housing solutions in Hong\nKong’s dense urban environment. Transport projects saw an increase of 10.4% to HK$11.0 billion, indicating continued infrastructure\ndevelopment.\n\n \n\nThe\ngovernment’s strategic initiatives in the Innovation and Technology (“I&T”) sector, including the development of\nthe Science Park, Cyberport, and I&T sites in the Lok Ma Chau Loop, are expected to create additional opportunities in the architectural\nsector. Major land creation projects, such as the Northern Metropolis, are progressing with site formation and infrastructure works underway.\n\n \n\nAccording\nto CCIDA, key trends in the Hong Kong market include:\n\n \n\n \n●\n*Sustainability\nand Green Building* – There is a growing emphasis on sustainability and eco-friendly design solutions in both residential\nand commercial projects. Clients are increasingly seeking designs that reduce environmental impact and promote energy efficiency.\nThis trend is creating opportunities for firms specializing in green building practices.\n\n \n \n \n\n \n●\n*Technological\nAdvancements*-The adoption of advanced technologies such as Building Information Modeling (“BIM”), 3D printing, virtual\nreality (“VR”), and augmented reality (“AR”) is transforming the design process. These technologies enhance\nvisualization, improve accuracy, and streamline project management, offering a competitive edge to firms that integrate them into\ntheir workflows.\n\n \n \n \n\n \n●\n*Urbanization\nand Infrastructure Development* – Rapid urbanization, particularly in emerging economies, is driving demand for new residential\nand commercial buildings. Large-scale infrastructure projects, such as transportation hubs, smart cities, and mixed-use developments,\npresent significant opportunities for architectural firms.\n\n \n\n10\n\n \n\n \n\n \n●\n*Health\nand Wellness Design* – In the wake of the COVID-19 pandemic, there is increased focus on designing spaces that promote health\nand wellness. This includes incorporating features like improved air quality, natural lighting, and materials that enhance hygiene.\nThe demand for health-conscious designs is expected to continue growing.\n\n \n \n \n\n \n●\n*Personalization\nand Customization* – Consumers are increasingly looking for personalized and unique interior design solutions that reflect\ntheir individual tastes and lifestyles. This trend is driving demand for bespoke designs and customized furniture and fixtures.\n\n \n\nThe\narchitectural and interior design services markets in Hong Kong are served by numerous established firms and independent practitioners,\ncreating a competitive environment where firms compete based on expertise, service quality, technological capabilities, and pricing.\nOur Company operates as one of many market participants, each serving specific market segments and client needs within this broader competitive\nlandscape.\n\n \n\nOur\nmanagement believes that interior design and architectural services industry in Hong Kong and globally is poised for significant growth,\ndriven by sustainability trends, technological advancements, urbanization, and evolving consumer preferences. Companies that can innovate,\nadapt to changing market conditions, and offer personalized, eco-friendly design solutions are well-positioned to thrive in this dynamic\nand expanding industry.\n\n \n\n**Market\nOpportunities**\n\n \n\nOur\nmanagement believes that the Company is strategically positioned to capitalize on the growing demand for innovative and sustainable architectural\nand interior design services and focus on integrating cutting-edge technologies such as AI, alongside its commitment to sustainability,\nsets us apart in the competitive landscape.\n\n \n\n*Residential\nSector*\n\n \n\n \n●\nHome\nRenovations and Upgrades: With a growing trend toward home renovations and upgrades, particularly post-pandemic, the Company has\nthe opportunity to cater to homeowners looking to improve and personalize their living spaces. This includes designing multifunctional\nareas and home offices.\n\n \n \n \n\n \n●\nLuxury\nMarket: There is a significant opportunity in the luxury residential market. High-net-worth individuals are increasingly seeking\nbespoke designs that reflect their status and personal tastes.\n\n \n\n*Commercial\nSector*\n\n \n\n \n●\nFlexible\nWorkspaces: The shift towards remote and hybrid work models has increased the demand for flexible and adaptable office spaces. The\nCompany can leverage this trend by offering innovative solutions that enhance productivity and employee well-being.\n\n \n \n \n\n \n●\nRetail\nand Hospitality: As the retail and hospitality sectors recover and evolve post-COVID-19, there is an opportunity to design engaging\nand immersive spaces that attract and retain customers. This includes experiential retail spaces and health-conscious hospitality\nenvironments.\n\n \n\n*Sustainable\nDesign*\n\n \n\n \n●\nGreen\nBuilding Practices: The increasing emphasis on sustainability presents a significant opportunity for our Company. It can expand our\nportfolio of eco-friendly projects, using sustainable materials and energy-efficient designs to meet the growing demand for green\nbuildings.\n\n \n \n \n\n \n●\nHealth\nand Wellness: Designing spaces that promote health and wellness is becoming a priority for many clients. The Company can offer solutions\nthat improve indoor air quality, utilize natural light, and incorporate wellness features.\n\n \n\n11\n\n \n\n \n\n*Technological\nIntegration*\n\n \n\n \n●\nAI\nand Digital Tools: This technology enhances efficiency, accuracy, and client collaboration, providing a competitive advantage. The\nCompany believes our integration of AI and digital tools into our design process positions us at the forefront of the industry.\n\n \n \n \n\n \n●\nVR\nand AR: Utilizing VR and AR for project visualization and client presentations can differentiate us from our competitors and improve\nclient satisfaction.\n\n \n\n*Regional\nExpansion*\n\n \n\n \n●\nAsia-Pacific:\nRapid urbanization and economic growth in the Asia-Pacific region present substantial opportunities. Countries like China and India,\nwith their booming real estate markets, are key targets for expansion.\n\n \n \n \n\n \n●\nMiddle\nEast and Africa: Large-scale construction projects and the growth of the hospitality sector in the Middle East and Africa offer opportunities\nfor high-profile projects and collaborations.\n\n \n\n*Public\nand Infrastructure Projects*\n\n \n\n \n●\nGovernment\nInitiatives: Government stimulus packages and infrastructure investments provide opportunities for our Company to participate in\npublic projects such as transportation hubs, community centers, and educational facilities.\n\n \n\n**Material\nAgreements**\n\n \n\n**PIPE\nPurchase Agreement**\n\n \n\nOn\nOctober 29, 2025, the Company entered into the PIPE Purchase Agreement, pursuant to which, and subject to the approval by the Company’s\nshareholders of (i) an amendment to its Amended and Restated Memorandum and Articles of Association and (ii) the approval of the issuance\nof the Series A Convertible Preferred Shares, the Company will issue and sell up to an aggregate $50,000,000 in stated value of its Preferred Shares. An aggregate of $4,800,000 in stated\nvalue of its Preferred Shares are closed to date. The Preferred Shares are convertible into the Company’s Class A Ordinary Shares,\npar value US$0.001 per share, as described below and in the Certificate of Designations for the Series A Preferred Shares (the “Certificate\nof Designations”).\n\n \n\nThe\nPIPE Purchase Agreement, as amended, contemplates multiple Closings. At the Initial Closing an aggregate stated value of $1,500,000 of\nPreferred Shares were issued upon the satisfaction of certain customary closing conditions in exchange for the aggregate gross proceeds\nof $1,350,000, representing original issue discount of 10%. At the Second Closing, subject to satisfying the conditions described in\nthe PIPE Purchase Agreement, including the Shareholder Approval, an aggregate stated value of $500,000 of Preferred Shares were issued\nin exchange for the aggregate gross proceeds of $450,000. At the Third Closing, subject to satisfying the conditions discussed in more\ndetail in the PIPE Purchase Agreement, including an effective registration statement covering the resale of the Ordinary Shares issuable\nupon conversion of the Preferred Shares and as payment for the Preferred Shares dividends an aggregate stated value of $4,000,000 of\nPreferred Shares in exchange for the aggregate gross proceeds of $3,600,000. On February 20, 2026 and March 27, 2026 Investors waived\ncertain closing conditions for a portion of the Third Closing and funded $2,800,000 in stated value. In addition, at the Additional Closings,\npursuant to the PIPE Purchase Agreement, the Company has the right, but not the obligation, subject to satisfying the conditions discussed\nbelow, to issue an aggregate stated value of $44,000,000 of the Preferred Shares in exchange for the aggregate gross proceeds of $39,600,000.\n\n \n\n*Series\nA Convertible Preferred Shares* \n\n \n\nIn\nconnection with the PIPE Purchase Agreement, and upon the Shareholder Approval, the Company issued and designated 4,800 shares of the\nCompany’s authorized and unissued undesignated shares as Series A Preferred Shares and shall issue up to an additional 45,200 shares\nof the Company’s authorized and unissued undesignated shares as Series A Preferred Shares, and establish the rights, preferences\nand privileges of the Series A Preferred Shares pursuant to the Certificate of Designations, as summarized below:\n\n \n\n*General*.\nEach share of Series A Preferred Shares will have a stated value of $1,000 per share and, when issued, the Series A Preferred Shares\nwill be fully paid and non-assessable.\n\n \n\n12\n\n \n\n \n\n*Ranking*.\nThe Series A Preferred Shares, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution\nand winding up of the Company, ranks senior to all other classes of shares of the Company, unless the Required Holders (as defined in\nthe Certificate of Designations) consent to the creation of other class of shares in the Company that is senior or equal in rank to the\nSeries A Preferred Shares.\n\n \n\n*Dividends*.\nThe holders of Series A Preferred Shares will be entitled to a 12% per annum dividends. The dividends will be payable to each record\nholder of the Series A Preferred Shares in cash or in shares of Class A Ordinary Shares or any combination thereof. The Company may,\nat its option, under certain circumstances, capitalize the dividend by increasing the stated value of the Series A Preferred Shares or\nelect a combination of the capitalized dividend and a payment in dividend shares. If a Triggering Event (defined below) is continuing,\nthe dividend rate increases to the default rate specified in the Certificate of Designations until cured. If equity conditions are not\nsatisfied for payment in shares on a given dividend date (and the applicable holder does not waive), dividends are capitalized (or paid\nin cash if expressly provided).\n\n \n\n*Purchase\nRights*. If at any time the Company grants, issues or sells any options, convertible securities, or rights to purchase shares,\nwarrants, securities or other property pro rata to all or substantially all of the record holders of any class of Class A Ordinary Shares\n(the “Purchase Rights”), then each holder of Series A Preferred Shares will be entitled to acquire, upon the terms applicable\nto such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares\nof Class A Ordinary Shares acquirable upon complete conversion of all the Series A Preferred Shares held by such holder immediately prior\nto the date as of which the record holders of shares of Class A Ordinary Shares, subject to certain limitations on beneficial ownership.\n\n \n\n*Conversion\nRights*. Each holder of Series A Preferred Shares may convert all, or any part, of the Stated Value (which is equal to $1,000\nper share of Series A Preferred Shares) of the outstanding Series A Preferred Shares, at any time at such holder’s option, into\nshares of the Class A Ordinary Shares (which converted Ordinary Shares are referred to as “Conversion Shares” herein) at\nthe 110% of “Conversion Price,” which equals the lesser of (i) the Fixed Conversion Price of $1.00 and (ii) the Variable\nConversion Price, 90% of the lowest volume weighted average price of the Class A Ordinary Shares (“VWAP”) during the applicable\nmeasuring period (as defined in the Certificate of Designations), each of which is subject to the “Floor Price” which is\ninitially set at $0.20. The Conversion Price and the Floor price shall be subject to proportional adjustment upon the occurrence of any\nstock split, stock dividend, stock combination and/or similar transactions, as well as under the circumstances described below. The amounts\nto be converted include unpaid dividends and other charges for the Series A Preferred Shares.\n\n \n\nIf\non any seven month anniversary after the date the Series A Preferred Shares are issued (the “Initial Issuance Date”) (each,\na “Reset Date”), the Floor Price then in effect is greater than the closing price of the Class A Ordinary Shares as of such\napplicable Reset Date (each, a “Reset Price”), immediately after the close of trading on such applicable Reset Date the Floor\nPrice shall automatically lower to the Reset Price. The Certificate of Designations contains full “price-based” anti-dilution\nif the Company issues Class A Ordinary Shares (or certain dilutive securities) below the then-applicable Conversion Price (other than\nExcluded Securities), the Conversion Price is adjusted down to the new issuance price, in each case subject to the Floor Price and other\nconditions.\n\n \n\n*Voluntary\nAdjustment Right*. Subject to the rules and regulations of the Nasdaq, the Company has the right, at any time, with the written\nconsent of the Required Holders, to lower the fixed conversion price to any amount and for any period of time deemed appropriate by the\nboard of directors of the Company (the “Board”).\n\n \n\n*Beneficial\nOwnership Limitation; Exchange Cap; Shareholder Approval*. With the exception of the Affiliate Buyer, which is expressly\nexcluded, conversions are subject to a 4.99% beneficial ownership blocker, which is adjustable up to 9.99% on 61 days’ notice from\ncertain selling shareholder. In addition, until the Company obtains shareholder approval under applicable exchange rules, the Company\nmay not issue, in the aggregate, more than the number of Class A Ordinary Shares permitted under such rules (the “Exchange Cap”),\nand not more than 20% of the pre-transaction outstanding Class A Ordinary Shares may be issued upon conversion and as dividends prior\nto such shareholder approval. The Company is obligated to use best efforts to obtain shareholder approval and to increase authorized\nshares to avoid any “Authorized Share Failure.”\n\n \n\n13\n\n \n\n \n\n*Triggering\nEvents*. The Certificate of Designations contains triggering events (each, a “Triggering Event” including certain\nBankruptcy Triggering Event (as defined therein)), including but not limited to: (i) failure of a registration statement for the shares\nof Class A Ordinary Shares underlying to be maintained effective; (ii) the suspension from trading or the failure to list the Class A\nOrdinary Shares within certain time periods; (iii) failure to declare or pay any dividend when due; (iv) the occurrence of any default\nunder, redemption of or acceleration prior to maturity above agreed thresholds, (v) the Company’s failure to cure a conversion\nfailure of failure to deliver shares of the Class A Ordinary Shares upon conversion, or notice of the Company’s intention not to\ncomply with a request for conversion of any Series A Preferred Shares, and (vi) bankruptcy or insolvency of the Company.\n\n \n\nFrom\nand after the occurrence and during the continuance of any Triggering Event, the Dividend Rate in effect shall automatically be increased\nto the Default Rate of (i) 15% per annum.\n\n \n\n*Triggering\nEvent Redemption Right*. Upon the occurrence and continuance of and Triggering Event, and following the expiration of any applicable\ncure period, a Holder has the right, exercisable at its option by written notice to the Company to redeem all or any portion of such\nHolder’s outstanding stated value of the Preferred Shares for cash. Upon notice, the Company shall immediately redeem in cash all\namounts due under the Series A Preferred Shares at a redemption price equal to 110% of the Conversion Amount (as defined in the Certificate\nof Designations).\n\n \n\n*Company\nOptional Redemption*. At any time the Company shall have the right to redeem in cash all, but not less than all, the shares of\nSeries A Preferred Shares then outstanding at a price equal to the greater of (i) the Conversion Amount being redeemed, and (ii) the\nproduct of (1) the Conversion Rate with respect to the Conversion Amount being redeemed, multiplied by (2) the equity value of the Class\nA Ordinary Shares underlying the Series A Preferred Shares. The equity value of the Class A Ordinary Shares underlying the Series A Preferred\nShares is calculated using the greatest closing sale price of the Class A Ordinary Shares on any trading day immediately preceding the\ndate the Company notifies the holders of the Company’s election to redeem and the date the Company makes the entire payment required.\n\n \n\n*Fundamental\nTransactions*. The Certificate of Designations prohibit the Company from entering specified fundamental transactions (including,\nwithout limitation, mergers, business combinations and similar transactions) unless (i) the Company (or the Company’s successor)\nassumes in writing all of the Company’s obligations under the Certificate of Designations and the other Transaction Documents (as\ndefined in the Certificate of Designations) and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation\nwhose common stock is quoted on or listed for trading on an Eligible Market. Conversely, the Company may exercise its Fundamental Transaction\nRedemption right and pays the applicable redemption price at or about closing. Upon such transactions, holders will thereafter be entitled\nto receive the securities or other property receivable had they converted immediately prior to the event, subject to the Certificate\nof Designations’ limitations.\n\n \n\n*Voting\nRights*. The holders of the Series A Preferred Shares shall have no voting power and no right to vote on any matter at any time,\neither 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\nof such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Class A Ordinary Shares, except\nas provided in the Certificate of Designations (or as otherwise required by applicable law).\n\n \n\n*Covenants*.\nThe Certificate of Designations contains a variety of obligations on the Company’s part not to engage in specified activities.\nIn particular, the Company will not, and will cause the Company’s subsidiaries to not, redeem, repurchase or declare any dividend\nor distribution on any of the Company’s capital stock (other than as required under the Certificate of Designations) and will not,\nsubject to certain exceptions, incur any indebtedness, other than ordinary course trade payables and factoring of accounts receivable\nnot exceeding certain amounts or, subject to certain exceptions, incur any liens. In addition, the Company will not issue any preferred\nshares or issue any other securities that would cause a breach or default under the Certificate of Designations.\n\n \n\n14\n\n \n\n \n\n*Reservation\nRequirements*. So long as any Series A Preferred Shares remains outstanding, the Company shall at all times reserve (i) 100% of\nthe number of shares of Class A Ordinary Shares to convert the then outstanding Preferred Shares at the effective Floor Price, plus (ii)\n100% of the Class A Ordinary Shares that would be issuable as Dividend Shares for 12 months of dividends, allocated pro rata amount holders\nand reallocated upon transfers or conversions.\n\n \n\nThis\ndescription of the Preferred Shares does not purport to be complete and is qualified in its entirety by reference to the complete text\nof the form of the Certificate of Designations, attached as Exhibit 10.7 of this registration statement.\n\n \n\n*Related\nParty Transaction - Affiliate Buyer Participation*\n\n \n\nThe\nPIPE Purchase Agreement includes participation by an affiliated investor (the “Affiliate Buyer”), making the financing a\nrelated party transaction under Nasdaq Listing Rule 5630, Form 20-F Item 7.B, and, by analogy, Regulation S-K Item 404(a). The Affiliate\nBuyer is under common control with certain Company insiders, including Li Hsien “Larry” Wong, Wai Wong “Keith”\nChong, and R-Opus Inc., whose beneficial owner is Weiyi Yu.\n\n \n\nThe\nAffiliate Buyer invested on the same terms and conditions as the unaffiliated investor, without any preferential pricing, rights, or\ncovenants, and the transaction was negotiated on an arm’s-length basis.\n\n \n\nOn\nOctober 29, 2025, the Audit Committee, composed entirely of independent directors, reviewed and approved the transaction in accordance\nwith Nasdaq Rule 5630 and the Company’s Audit Committee Charter. In reaching its determination, the Committee considered: (i) the\nfull transaction terms, (ii) the identity and relationships of the affiliated participants, (iii) the parallel investment by a non-affiliate\non identical terms, and (iv) the Company’s obligations under Nasdaq Rules 5630 and 5635 and Cayman Island law.\n\n \n\nThe\nCommittee concluded that the transaction was fair, reasonable, and in the best interests of the Company and its shareholders, that it\nwas negotiated on arm’s-length terms, and that all conflicts were properly disclosed and managed. All interested directors recused\nthemselves from deliberations and voting.\n\n \n\nThe\nCompany believes the Audit Committee’s approval and the disclosure herein satisfy applicable related-party requirements under Nasdaq\nrules, Form 20-F, and U.S. securities-law standards, and that the Affiliate Buyer’s participation does not adversely affect unaffiliated\nshareholders.\n\n \n\n*Registration\nRights*\n\n \n\nOn\nOctober 29, 2025, the parties entered into a registration rights agreement (the “Registration Rights Agreement”), which grants\nGreentree and TriCore certain customary registration rights in connection with the investment with respect to the shares of Class A Ordinary Shares issuance upon conversion of the Preferred Shares and upon payment of the associated dividends. Subsequent to the execution of\nthe Registration Rights Agreement, a transferee of certain Preferred Shares entered into a joinder to the Registration Rights Agreement\nwith the Company pursuant to which such transferee agreed to become a party to, and be bound by, the terms and conditions of the Registration\nRights Agreement as a “Buyer” thereunder with respect to the Preferred Shares acquired from an existing Buyer.\n\n \n\nIn\naccordance with the terms and conditions of the Registration Rights Agreement, the Company prepared and filed with the SEC a registration\nstatement(the “Registration Statement”) registering the resale of initially 35,000,000 Class A Ordinary Shares underlying\nthe Preferred Shares within thirty (30) days after the Initial Closing Date (the “Filing Deadline”) and to have such registration\nstatement effective by the later of (i) one hundred and twenty (120) days after the filing of the Registration Statement.\n\n \n\nThis\ndescription of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the\ncomplete text of the form of the Registration Rights Agreement, attached as Exhibit 10.8 of this registration statement.\n\n \n\n15\n\n \n\n \n\n**Atsion\nPurchase Agreement**\n\n \n\nOn\nJuly 14, 2025, we entered into the Atsion Purchase Agreement with Atsion pursuant to which we have the right, but not the obligation,\nto sell up to $100,000,000 (which may be increased to $200,000,000 upon mutual agreement by us and Atsion) of our Class A Ordinary Shares,\nto Atsion, subject to the terms and conditions set forth therein (the “Equity Facility”). In furtherance of the Equity Facility,\nwe and Atsion also entered into a related registration rights agreement (the “RRA”) pursuant to which we have agreed to register\nfor resale on a registration statement on Form S-1 the Class A Ordinary Shares issuable to Atsion pursuant to the Equity Facility.\n\n \n\nWe\nmay begin selling Class A Ordinary Shares to Atsion under the Equity Facility beginning on the effective date of the registration statement\nof which this prospectus is a part and may continue to sell such Class A Ordinary Shares until the 36 month anniversary of the effectiveness\nof this registration statement. If we elect to sell Class A Ordinary Shares to Atsion under the Equity Facility, we may require Atsion\nto purchase, on any given trading day, a maximum of $100,000 of Class A Ordinary Shares, subject to increases up to $250,000 and $500,000\nof Class A Ordinary Shares, subject to certain stock price and volume requirements as described in the Atsion Purchase Agreement (each\nsuch purchase, a “Regular Purchase”). If we sell the maximum number of shares permitted in a Regular Purchase on a trading\nday, we may sell additional shares to Atsion subject to certain additional stock price and volume considerations.\n\n \n\nThe\npurchase price that Atsion is required to pay per ordinary share is equal to the lower of: (i) 95% of the arithmetic average of the last\ntraded price of a round-lot trade of the Class A Ordinary Shares recorded at regular 30 minute intervals during regular trading hours\non a Purchase Date (as such term is defined in the Atsion Purchase Agreement) of the Class A Ordinary Shares on the Purchase Date from\nthe time of purchase submission to and including market closing on such date, or (ii) 96% of the lowest single day volume weighted average\nprice for the four consecutive business days ending on the purchase date. Notwithstanding the foregoing, under no circumstances is the\nCompany permitted to deliver a purchase notice to Atsion if the Class A Ordinary Shares are trading below $1 per share.\n\n \n\nWe\nhave agreed to use 80% of the net proceeds from the Equity Facility toward the purchase of cryptocurrency assets in connection with our\ncryptocurrency treasury strategy. Pursuant to the Atsion Purchase Agreement, up to $100,000,000 (which may be increased to $200,000,000\nupon mutual agreement) of committed equity financing is available to us, with 80% of net proceeds contractually designated for cryptocurrency\npurchases. Our initial focus will be on Bitcoin (BTC) and Solana (SOL). As of the date of this prospectus, we have not completed any\ncryptocurrency purchases.\n\n \n\nIn\nconsideration for entering into the Atsion Purchase Agreement, we have agreed to issue Atsion 250,000 Class A Ordinary Shares (the “Commitment\nShares”). If the aggregate value of the Commitment Shares, as determined pursuant to the Atsion Purchase Agreement, is less than\n$1,000,000, then we have agreed to pay Atsion the difference in cash. We have also agreed to reimburse Atsion for certain expenses.\n\n \n\nConcurrently\nwith the Atsion Purchase Agreement, we and Atsion entered into the RRA pursuant to which we have agreed to file a resale registration\nstatement within 30 days following the execution of the Atsion Purchase Agreement and agreed to have the resale registration statement\ndeclared effective within 45 days of execution of the Atsion Purchase Agreement, subject to an extension if the Securities and Exchange\nCommission determines to review the resale registration statement.\n\n \n\nIn\nconnection with the Equity Facility, the Company engaged R.F. Lafferty & Co., Inc. and IB Capital LLC, an affiliate of I-Bankers\nSecurities Inc. (collectively, the “Agents”), to act as placement agents. The Company has agreed to pay the Agents an upfront\nfee of $500,000 in cash or in Class A Ordinary Shares at the Company’s discretion and has also agreed to pay the Agents a fee of\n1.25% of the gross proceeds of sales pursuant to the Equity Facility.\n\n \n\nIn\nconnection with the implementation of our cryptocurrency treasury strategy, the Company has entered into a memorandum of understanding\nwith Bitwise Asset Management to act as a non-discretionary strategic advisor. Bitwise was selected following our evaluation of institutional\nexpertise, regulatory standing, and alignment with the Company’s blockchain objectives. Bitwise does not exercise investment authority\nover the Company assets. Instead, it provides guidance on market conditions, treasury management best practices, and implementation protocols.\nAdvisory fees are payable quarterly in cash.\n\n \n\n16\n\n \n\n \n\nTo\nour knowledge, Bitwise Asset Management is not affiliated with Atsion. The engagement ensures that advisory input remains independent\nfrom financing arrangements.\n\n \n\n**Our\nCompetitive Strengths**\n\n \n\nThe\nCompany believes the following competitive strengths have contributed to, and will continue to drive, its growth:\n\n \n\n**AI\nIntegration and Technology Innovation**\n\n \n\nThe\nCompany develops and utilizes proprietary artificial intelligence (“AI”) and technology solutions to support its architectural\ndesign, project planning, and Building Information Modeling (“BIM”) operations. The Company’s technology strategy is intended\nto improve workflow efficiency, automate certain design processes, enhance project coordination, and support future software commercialization\nopportunities.\n\n \n\nThe\nCompany has developed its proprietary software platform, QikBIM™, which is designed to support various aspects of the architectural\ndesign and planning process.\n\n \n\nQikBIM™\nis an AI-powered Building Information Modeling (“BIM”) platform designed to automate portions of the architectural and engineering\ndesign workflow, including the generation of coordinated architectural drawings, structural plans, BIM models, and related project documentation.\nThe platform is intended to improve design efficiency, reduce manual production efforts, and enhance consistency throughout the design\nprocess.\n\n \n\nPlanAID™\nis an an AI-powered building code compliance verification tool co-developed with the Contractor that automatically analyzes architectural\ndrawings against local building codes. It is under active development with a target commercial launch in the third quarter of 2026, and\nhas not yet been commercially launched.\n\n \n\nThe\nCompany’s technology initiatives include:\n\n \n\n \n●\nProprietary\nSoftware Platforms. The Company develops and utilizes its internally developed software platforms, including QikBIM™, to automate\nand optimize architectural design, planning, and BIM-related workflows. The Company believes these technologies may improve project\nefficiency and support future software licensing and subscription-based revenue opportunities\n\n \n \n \n\n \n●\nTechnology-Enabled\nProfessional Services. The Company incorporates AI-assisted design tools, BIM technologies, and digital workflow automation into\nits architectural and development services to improve project coordination, visualization, documentation, and collaboration.\n\n \n \n \n\n \n●\nDigital\nDesign Technologies. The Company utilizes Building Information Modeling (BIM), artificial intelligence (AI), virtual reality (VR),\naugmented reality (AR), and other digital technologies to support project visualization, project management, collaboration, and decision-making\nthroughout the design and development process.\n\n \n\nThe\nCompany intends to continue investing in the development of its proprietary technology platforms and expanding the capabilities of QikBIM™.\nThese investments are intended to support the Company’s long-term strategy of integrating advanced technologies into its architectural,\nengineering, and real estate development operations and may provide opportunities for future software licensing and subscription-based\nrevenue. There can be no assurance that these initiatives will achieve their intended commercial or operational objectives.\n\n \n\n**Diverse\nand Comprehensive Services**\n\n \n\nThe\nCompany offers a full spectrum of services from architectural design to interior design, construction documentation, and project management.\nThis allows the Company to provide end-to-end solutions for our clients, enhancing our value proposition.\n\n \n\n \n●\nComprehensive\nServices: the Company provides a wide range of architectural and interior design services for both residential and commercial projects,\nensuring it can meet diverse client needs.\n\n \n \n \n\n \n●\nCustomized\nSolutions: the Company delivers personalized and bespoke design solutions caters to clients seeking unique and tailored experiences.\n\n \n\n17\n\n \n\n \n\n**Experienced\nLeadership Team**\n\n \n\nThe\nCompany’s founders and key team members bring decades of experience in architecture, project management, and technology. This blend\nof expertise allows it to tackle complex projects and drive innovation effectively. Each member brings unique skills and a proven track\nrecord in their respective fields:\n\n \n\n \n●\n**Experienced\nArchitect:** With over 20 years in the industry, our Building Design Director, Larry Wong, has completed hundreds of architectural\nprojects, including innovative and sustainable solutions that set new standards in modern architecture. Mr. Wong also founded a successful\narchitectural firm, demonstrating leadership and a commitment to excellence.\n\n \n \n \n\n \n●\n**Project\nManagement Expert:**Our Project Architect and Director, Keith Chong, as over two decades of experience in guiding projects from\nconcept to completion. With a focus on meticulous tender documentation and robust construction oversight, this expert ensures that\nevery project not only meets but exceeds expectations.\n\n \n \n \n\n \n●\n**Innovative\nInterior Designer:** Our Interior Designer, Meira Ho, is renowned for exceptional communication skills and the ability to deliver\nmodern, client-focused design solutions. Their innovative approach ensures that each project is tailored to meet contemporary demands.\n\n \n \n \n\n \n●\n**Renowned\nStructural Engineer:** Our Structural and Civil Engineer, Ernest Wong, is highly respected for solving complex structural challenges\nand delivering high-quality solutions in both private and public sectors. Their extensive experience and successful project track\nrecord underscore their unparalleled expertise in the industry.\n\n \n \n \n\n \n●\n**Continuous\nDevelopment**: the Company invests in the ongoing training and professional development of its team, ensuring they stay ahead of\nindustry trends and technological advancements.\n\n \n\n**Strong\nMarket Positioning**\n\n \n\nThe\nCompany has established its principal operational presence in the United States, with headquarters located in Los Angeles, California.\nThe Company’s strategic focus is centered on serving the U.S. architecture, engineering, construction, real estate development,\nand technology markets, which it believes present significant opportunities for growth and adoption of AI-driven solutions.\n\n \n\nIn\naddition to its U.S. operations, the Company maintains business activities and market presence in Hong Kong and Japan through its subsidiaries,\nstrategic partnerships, and project development initiatives. These international operations provide the Company with access to additional\nbusiness opportunities, industry relationships, and market insights while supporting its long-term growth strategy.\n\n \n\nThe\nCompany combines its experience in architectural design, real estate development, and technology innovation with its understanding of\nlocal building standards, regulatory requirements, and market practices across multiple jurisdictions. Through its operations and proprietary\ntechnology platforms, including QikBIM™, the Company seeks to strengthen its competitive position while primarily\nfocusing its resources and growth initiatives on the U.S. market.\n\n \n\nThe\nCompany believes its U.S.-based headquarters, international presence, industry expertise, and technology-focused business model position\nit to capitalize on opportunities within the architecture, engineering, real estate development, and AI software sectors.\n\n \n\n18\n\n \n\n \n\n**Strong\nRelationships and High Client Satisfaction**\n\n \n\nThe\nCompany builds and maintains strong relationships with its clients through transparent communication, collaboration, and a deep understanding\nof their needs and preferences. Approximately 90% of our clients are either referral or return customers, and proportionally, 90% of\nour revenue is generated from referral or return customers. For example, the Company has had over five contracts with Yuen Long Primary\nSchool due to our excellent service, and they have consistently requested our quotations and awarded us contracts. In addition, our successful\nrenovation projects at Corporation Park Office and Delta House Office led the same satisfied client to entrust us with the design and\nrenovation of their prestigious 8,000 sq. ft. A-grade headquarters. This illustrates our ability to build lasting relationships and secure\nsignificant, ongoing projects. Currently, the Company has over 100 returning customers, with cumulative revenue of approximately $8 million\nsince our incorporation to March 31, 2026, underscoring the strength and reliability of our client relationships.\n\n \n\n**Sustainable\nand Nature-Integrated Design**\n\n \n\nThe\nCompany focuses on sustainable and nature-integrated design that aligns with growing market demands and regulatory trends, seeking to\nposition itself as a leader in eco-friendly architecture. A prime example is its Tin Hau Temple project, which utilizes 100% natural\nlighting and ventilation. Given the long operational hours of this public facility, eco-friendly design elements were paramount. By prioritizing\nsustainability, the Company designed the project to ensure that the building operates efficiently while minimizing its environmental\nfootprint. This project exemplifies the Company’s commitment to creating innovative and environmentally responsible designs that\nmeet the highest standards of eco-friendly architecture.\n\n \n\n**Responsive\nto Market Changes**\n\n \n\nThe\nCompany demonstrates a strong ability to adapt to market trends and economic shifts, seeking to ensure that the Company remains relevant\nand competitive. For instance, in response to the increased demand for home office designs and recognizing the surge in remote work,\nthe Company swiftly expanded its portfolio to include versatile home office solutions. This included designing modular workspaces that\ncan be easily integrated into existing homes, catering to the growing need for dedicated home offices. The Company also pioneered the\ndevelopment of multi-functional office spaces that can be reconfigured based on changing needs. By incorporating flexible partitions,\nadjustable furniture, and advanced technology infrastructure, its designs support both collaborative environments and individual work\nareas, meeting the evolving demands of modern workplaces.\n\n \n\n**Proactive\nProblem Solving**\n\n \n\nThe\nCompany’s proactive approach to problem-solving enables it to effectively address challenges such as supply chain disruptions,\nproject delays, and evolving client expectations. During the global supply chain crisis in 2019, the Company established strategic partnerships\nwith multiple suppliers to diversify its sourcing options, minimizing delays and ensuring a steady flow of materials. Additionally, the\nCompany invested in advanced inventory management systems that allowed it to anticipate shortages and adjust procurement plans in real-time.\nTo further mitigate project delays, the Company implemented a robust project management framework that includes detailed risk assessments\nand contingency planning, including cross-training programs for its workforce to ensure that critical tasks can be completed by multiple\nteam members. More recently, the Company has continued to strengthen its proactive capabilities by leveraging AI-powered tools, including\nQikBIM. QikBIM, developed through a formal co-development agreement executed in May 2025, is an AI-integrated Building Information\nModeling platform that streamlines design workflows, enhances collaboration, and enables the Company to identify and resolve potential\nconstruction and design conflicts before they arise. The system continues to improve and has been adopted by over 100 clients as of the\ndate of this report. These technological investments reflect the Company’s commitment to anticipating challenges and delivering\nconsistent, high-quality results to its clients.\n\n \n\nThe\nmanagement believes that the Company’s competitive strengths, including its AI integration and innovation, diverse and comprehensive\nservices, experienced leadership team, strong market positioning, sustainable and nature-integrated design, responsiveness to market\nchanges, and proactive problem solving position it well for continued growth and success in the dynamic architectural and interior design\nindustry.\n\n \n\n19\n\n \n\n \n\n**Our\nStrategies**\n\n \n\nThe\nCompany intends to grow its business by implementing the following key strategies:\n\n \n\n**Accelerate\nAI Platform Development and Deployment**\n\n \n\n \n●\nThe\nCompany has developed its own proprietary AI tools for architectural design and project management, including QikBIM, which has been\ncommercially launched and continues to be developed in phases, and PlanAid, which remains under ongoing development. PlanAid is an\nAI-powered building code compliance verification tool co-developed with the Contractor that automatically analyzes architectural\ndrawings against local building codes. It is under active development with a target commercial launch in the third quarter of 2026,\nand has not yet been commercially launched. QikBIM is an automated building code compliance review system designed for\narchitectural design and the automated generation of structural and MEP (mechanical, electrical, and plumbing) construction\ndrawings. While the Company believes these technological initiatives could potentially streamline the architectural review process\nand enhance its service offerings, certain of these development projects remain in early stages and there can be no assurance that\nthey will be successfully developed or implemented as planned.\n\n \n \n \n\n \n●\nCurrently,\nthe Company leverages several third-party AI and technological tools to enhance its design and project management capabilities, including\nAdobe 3D Studio Max for AI mapping, and Open Art for design generation. These tools provide enhanced capabilities for our design\nprocesses and client services. The Company is exploring potential partnerships to expand the application of these and similar tools\nin the Asian market, which could enhance its service capabilities and allow us to offer additional solutions to its client base.\n\n \n\nIn\naddition, the Company aims to forge strategic partnerships with technology firms to stay at the forefront of digital transformation in\nthe architectural and interior design industry, including, among others, BOOM Interactive Inc, and Autodesk.\n\n \n\n**Expand\nMarket Reach in Asia and US**\n\n \n\nThe\nCompany plans to expand its presence in high-growth regions, such as greater Asia-Pacific area and the United States, to tap into new\nmarkets and opportunities. The Company is strategically expanding its footprint globally, with operations based in Hong Kong and plans\nto extend its services into the United States and broader Asia markets. The Company’s commitment to excellence in design and architecture\ndrives our international growth, allowing it to deliver innovative and sustainable architectural solutions across diverse regions.\n\n \n\nExpansion\ninto the United States. The Company currently rents an office space in Rolling Hills, California, which serves as its North American\nheadquarters and principal executive office. This facility houses the Company’s core U.S. leadership team, including the Chief\nExecutive Officer, Chief Operations Officer, and other key executive personnel. The office functions as the Company’s primary center\nfor strategic decision-making, corporate governance, and operational oversight in the Americas region and Company’s expansion plan.\nThe facility also includes dedicated spaces for research and development and collaborative workspaces for cross-functional teams. The\nCompany intends to establish a U.S.-based subsidiary to further solidify its presence in the American market. This subsidiary will serve\nas a central hub for expanding the Company’s services and capabilities, allowing for more direct engagement with U.S. clients and\npartners. As part of its growth strategy, the Company plans to actively seek out partnerships with local firms and industry leaders in\nthe Los Angeles area. These collaborations will enable the Company to enhance its service offerings, particularly in AI-driven architectural\nsolutions, and to tap into new business opportunities in one of the world’s most innovative and design-forward regions.\n\n \n\nWhile\nthe Company’s primary market focus is the United States, the Company also continues to expand its business activities in Hong Kong\nand Japan. The Company believes these markets provide attractive opportunities for architectural services, real estate development,\nand technology-driven solutions, supported by ongoing urban development, infrastructure investment, and demand for innovative design\nand construction technologies. The Company’s strategy involves establishing and strengthening relationships with local partners,\ndevelopers, and government stakeholders while maintaining an understanding of the regulatory and business environments in each market.\nThis approach enables the Company to tailor its services and development initiatives to meet the specific needs of clients in the United\nStates, Hong Kong, and Japan.\n\n \n\n20\n\n \n\n \n\nIn\naddition, the Company is pursuing opportunities in the senior housing and assisted living sector. The Company is evaluating potential\ndevelopment sites and preparing architectural and planning concepts in response to growing demographic demand for senior living communities\nin the United States, Hong Kong, and Japan. The Company believes this initiative leverages its expertise in architecture, planning, and\nreal estate development and may provide opportunities to participate in a resilient and growing segment of the real estate market.\n\n \n\n**Sector\nDiversification**\n\n \n\nIn\naddition to geographic expansion, the Company plans to diversify its client base by targeting different sectors, including healthcare\nand hospitality, to reduce dependency on any single market segment. Currently, the Company primarily operates in the residential, commercial,\nand institutional sectors. By broadening our focus to include healthcare and hospitality, the Company aims to tap into new opportunities\nand create a more balanced and resilient portfolio. This strategic diversification will not only mitigate risks associated with market\nfluctuations but also position the Company to capitalize on the growing demand for specialized design solutions across various industries.\n\n \n\n**Diversify\nService Portfolio**\n\n \n\nThe\nCompany intends to continue broadening its range of services, including the development of an AI-based building code-checking tool. This\nwill not only serve architects but also benefit public service departments, opening up new market segments. The Company also strives\nto increase its market share by delivering superior design solutions and leveraging our competitive strengths to differentiate ourselves\nfrom competitors.\n\n \n\n**Focus\non Sustainable and Smart Design Solutions**\n\n \n\nThe\nCompany is currently integrating sustainable smart design solutions, such as AI-driven energy management systems and automated lighting\nand climate control, into its business strategy, with ongoing projects that utilize renewable materials and advanced technologies to\ncreate efficient, eco-friendly buildings that minimize environmental impact and enhance occupant comfort. The Company will continue to\nprioritize and innovate in sustainable and smart design, positioning itself as a leader in this growing market segment by incorporating\nmore eco-friendly practices and smart technologies into its designs. The Company plans to obtain and promote industry-recognized sustainable\ncertifications (e.g., LEED, BREEAM) to demonstrate its commitment to green building standards.\n\n \n\n**Cryptocurrency\nTreasury Strategy**\n\n \n\nThe\nCompany is establishing a digital asset treasury as part of the Company’s broader strategy to incorporate crypto assets onto its\nbalance sheet. This marks the beginning of the Company’s comprehensive approach to diversifying its treasury holdings and positioning\nthe Company to leverage digital assets for enhanced financial flexibility.\n\n \n\nCommencing\nin July 2025, the Company began accepting cryptocurrency payments for its traditional architectural services and AI-driven architectural\ntools. The Company currently accepts Bitcoin (BTC) and Solana (SOL) for these services. All cryptocurrencies received from clients will\nbe held with Kraken crypto currency exchange, owned and operated by Payward, Inc., a qualified\nthird-party custodian, which provides institutional-grade security measures, including cold storage, multi-signature arrangements, and\nsegregated account structures consistent with industry practices.\n\n \n\nCryptocurrencies\nreceived from operating activities are maintained separately from the Company’s cryptocurrency treasury strategy. In the ordinary\ncourse, such receipts are converted into fiat currency for working-capital purposes. Any portion of these assets designated for long-term\ninvestment is transferred into dedicated treasury accounts in accordance with Company policy.\n\n \n\n21\n\n \n\n \n\nIn\nAugust 2025, the Company launched its digital asset strategy, which includes the establishment of a digital asset treasury. As part of\nthis initiative, the Company holds / intends to hold certain digital assets as a component of its treasury management, and intends to\ndevelop policies governing the acquisition, custody, and risk management of such assets. The Company’s digital asset treasury is\nintended to complement its broader real-world-asset digitization efforts and to support financing initiatives tied to senior housing\nprojects and other operations of the Company.\n\n \n\nA\ncentral element of this strategy is the development and tokenization of real-world assets (“RWAs”). The Company’s RWA\ninitiatives are conducted through Hearth Labs, Inc., a wholly owned subsidiary of OFA Group that serves as the Company’s dedicated\nRWA launchpad and digital-asset infrastructure entity. The Hearth platform was developed in collaboration with Blockchain App Factory,\nthe Company’s external blockchain development vendor, and was completed on March 31, 2026, as confirmed by a formal Completion\nCertificate. The platform is designed to manage the full tokenization lifecycle, including asset onboarding, smart-contract deployment,\ntoken issuance, and milestone-based delivery of project plan deliverables, and is intended to function as a launchpad for primary issuance\nof RWA tokens as well as the foundation for future secondary-market distribution.\n\n \n\nThrough\nthe Hearth platform, the Company intends to tokenize a range of real-world assets relevant to its operations, including real property\ninterests, mixed-use and commercial real estate development projects, rental income streams, and property- and rent-related cash flows,\nas well as other asset categories the Company may identify. The Company plans for the resulting RWA tokens to be made available for sale\nto the public through a broader real-world-asset distribution and financing model. The development, distribution, and secondary trading\nof RWA tokens may be subject to evolving regulatory requirements, including those relating to broker-dealer registration and the operation\nof alternative trading systems, and the Company continues to evaluate the applicable regulatory framework as the platform develops.\n\n \n\nTo\ndate, the Company has entered into two commercial tokenization engagements. On March 31, 2026, the Company entered into a\nTokenization Agreement with MD Queens Development LLC for the tokenization of a real estate development project in Long Island City,\nNew York (the “LIC Project”), representing the Company’s first commercial RWA engagement. Pursuant to agreement,\nthe Company is entitled to receive an aggregate Platform Technology Fee of $15,000,000, payable upon achievement of specified\nmilestones. The first milestone  (Platform Setup and Smart Contract Deployment) was reached on May 15, 2026, and the\ncorresponding Project Plan Deliverable Framework has been accepted by the client. No revenue was recognized upon execution of the\nTokenization Agreement with MD Queens Development LLC on March 31, 2026. Although the agreement became effective and a portion of\nthe $15,000,000 Platform Technology Fee became contractually payable and non-refundable on that date, execution of the contract\nitself does not constitute satisfaction of a performance obligation. The Company subsequently on May 8, 2026 entered into a\nTokenization Agreement with Vero 60 LLC and Vero Beach Land Development LLC for the tokenization of a mixed-use real estate\ndevelopment project in Vero Beach, Florida (the “Vero Beach Project”), pursuant to which the Company is entitled to\nreceive an aggregate Platform Technology Fee of $7,500,000, payable upon achievement of specified milestones.\n\n \n\nDuring\nearly-stage operations, RWA tokens are used for internal testing and are not held by third-party custodians. As the Company’s tokenization\nprogram scales up and public distribution begins, the Company expects to engage qualified custodians to provide custody of RWA tokens,\nand to implement institutional-grade custody, security, and key-management arrangements appropriate to the nature and value of the assets\nheld. The Company’s ability to offer RWA tokens to the public, and the timing of any such offering, will depend on a number of\nfactors, including the availability of qualified custodial solutions, the development of secondary-market infrastructure, and compliance\nwith applicable laws and regulations.\n\n \n\nThe\nCompany anticipates that, where mortgage-related RWAs are issued, the yield associated with such RWAs would be derived from proceeds\ngenerated by the underlying mortgage asset, and similarly, RWAs tied to other real-world assets (such as properties or rental income\nstreams) would derive economic value from those respective underlying assets. The purpose of the RWA framework is to create a secure\ndigital record of multiple categories of real-world assets that may improve transparency, operational efficiency, and compliance monitoring.\nThe Company may also utilize stablecoins, such as USDC, for the settlement of RWA-related payments. Following the successful completion\nof the Hearth platform and execution of the Vero 60 Tokenization Agreement, the Company has commenced its first commercial RWA program\nand intends to expand gradually as it gains further regulatory, operational, and technological experience across additional real estate\nasset classes.\n\n \n\n22\n\n \n\n \n\nWe\nhave adopted policies governing:\n\n \n\n \n●overall allocation\nranges for digital asset holdings, including a BTC allocation range of approximately 70% to 90% of digital asset holdings and a SOL allocation\nrange of approximately 10% to 30%;\n\n \n  \n\n \n●target distribution\npercentages consistent with these ranges, subject to periodic review by our treasury committee to be formed; and\n\n \n  \n\n \n●minimum liquidity\nthresholds designed to ensure adequate working-capital availability and prudent treasury practices.\n\n \n\nIn\naddition to our allocation policies, the Company has adopted arrangements governing how cash is exchanged for BTC, SOL, and any future\ndigital assets. All purchases are executed through regulated exchanges or qualified over-the-counter counterparties that have been vetted\nfor compliance, liquidity, and operational reliability, and all such execution will be subject to the oversight of our third-party asset\nmanager. Digital assets acquired are transferred directly into segregated accounts maintained with institutional-grade custodians utilizing\ncold storage, multi-signature security, and insurance coverage.\n\n \n\nEach\npurchase will require approval under treasury committee guidelines the Company plans to adopt and confirmation that the acquisition is\nwithin approved allocation and liquidity parameters. Transactions are executed at prevailing market prices subject to internal price-band\nlimits designed to avoid excessive slippage. All transactions are contemporaneously recorded in the Company’s general ledger and\nreconciled against exchange and custodian statements.\n\n \n\n**Liquidity\nand Capital Preservation Framework**\n\n \n\nSpecifically,\nthe Company maintains a structured liquidity plan that includes:\n\n \n\n \n●minimum liquidity\nreserves equal to at least 10-15% of unrestricted cash, which must remain in U.S. dollars or cash-equivalents and may not be deployed\ninto digital assets;\n\n \n  \n\n \n●a rebalancing protocol\nthat requires the Company to realign BTC and SOL holdings back to approved allocation ranges if either position deviates by more than\n10 percentage points from its target band;\n\n \n  \n\n \n●maximum concentration\nlimits, including caps on aggregate exposure to any single counterparty, venue, or instrument;\n\n \n  \n\n \n●mandatory stop-loss\ngovernance, requiring treasury-committee review if either asset declines beyond predefined drawdown thresholds; and\n\n \n  \n\n \n●limitations prohibiting\nleverage, margin trading, short positions, or the use of derivatives that materially increase counterparty risk.\n\n \n\n**Covered-Call\nOption Program**\n\n \n\nTo\nenhance liquidity and generate incremental income, the Company may implement a covered-call option program on a portion of its BTC and\nSOL holdings. Under this program:\n\n \n\n \n●the Company may\nwrite (sell) call options only against fully-owned BTC or SOL already held in cold storage accounts;\n\n \n  \n\n \n●the Company will\nnot engage in naked options, leverage, or any derivatives that could require the posting of margin or result in obligations exceeding\nthe underlying asset;\n\n \n  \n\n \n●premiums received\nfrom covered-call transactions will be retained in USD to support short-term liquidity and working-capital needs;\n\n \n\n23\n\n \n\n \n\n \n●all option-writing\nactivity will occur through regulated venues or counterparties vetted for creditworthiness and operational reliability; and\n\n \n  \n\n \n●the Company will\ncap the portion of its digital assets eligible for covered-call writing at no more than 25% of total digital asset holdings, ensuring\nthat the majority of assets remain unencumbered.\n\n \n\nThis\noptional covered-call program is designed to generate incremental yield, buffer volatility, and strengthen USD liquidity reserves without\nincreasing directional exposure or introducing material counterparty or leverage risk.\n\n \n\nThese\narrangements are intended to ensure disciplined execution of the Company’s cryptocurrency treasury strategy, mitigate operational\nand market risks, and provide transparency to auditors, regulators, and investors.\n\n \n\nIn\naddition, while our initial strategy focuses on BTC and SOL, the Company may, in its discretion, consider other digital assets. Any such\ninclusion would follow evaluation criteria that include regulatory compliance, technological viability, market liquidity, risk profile,\nand strategic alignment with our business.\n\n \n\nIn\nconnection with the implementation of our cryptocurrency treasury strategy, the Company has entered into a memorandum of understanding\nwith Bitwise Asset Management to act as a non-discretionary strategic advisor. Bitwise was selected following our evaluation of institutional\nexpertise, regulatory standing, and alignment with the Company’s blockchain objectives. Bitwise does not exercise investment authority\nover the Company assets. Instead, it provides guidance on market conditions, treasury management best practices, and implementation protocols.\nAdvisory fees are payable quarterly in cash.\n\n \n\nTo\nour knowledge, Bitwise Asset Management is not affiliated with Atsion. The engagement ensures that advisory input remains independent\nfrom financing arrangements.\n\n \n\n**Competition**\n\n \n\nThe\narchitectural and interior design industry is highly competitive, characterized by a mix of large international firms, established local\npractices, and innovative startups. Competition is based on factors such as design quality, technological innovation, project management\ncapabilities, sustainability expertise, and pricing. Our competitors may have stronger financial foundations, more established brand\nrecognition, and/or longer standing relationships with their clients. Management believes the Company’s major competitors are as\nfollows:\n\n \n\n \n●\nGensler,\na global firm that competes with the Company in large-scale commercial and residential projects, innovative design;\n\n \n \n \n\n \n●\nFoster\n+ Partners, a UK-based firm with global presence that competes with the Company in high-profile architectural projects and sustainable\ndesign;\n\n \n \n \n\n \n●\nAedas,\na Hong Kong-based firm with global presence that competes with the Company in Asian market and mixed-use developments; and\n\n \n \n \n\n \n●\nRonald\nLu &Partners, a Hong Kong-based firm that competes with the Company in local Hong Kong projects and sustainable design.\n\n \n\nThere\nare also other larger, publicly traded companies operate on a different scale than us which represent the broader industry in which the\nCompany competes and innovates. The Company’s focus on AI integration and the Asian and US markets distinguishes it from many of\nthese competitors. the Company expects to continue competing with existing competitors and additional, more established players.\n\n \n\n24\n\n \n\n \n\n**Our\nOperation**\n\n \n\n \n●\nDay-to-Day\nOperations\n\n \n\nThe\nday-to-day operations are designed to ensure seamless project execution and client satisfaction. The Company’s operations are governed\nby a set of standard procedures and rules that adapt to the specific scope and demands of each project. Each project begins with a comprehensive\nbriefing session where the project team, led by a dedicated project manager, aligns on objectives, timelines, and deliverables. Regular\nteam meetings and progress reviews are conducted to ensure that every aspect of the project is on track. Communication within the team\nand with clients is maintained through email, messaging apps, and collaborative tools, ensuring transparency and efficiency.\n\n \n\nBelow\nis a flowchart that demonstrates our day to day operation flow.\n\n \n\n \n\n \n●\nProject\nManagement and Collaboration\n\n \n\nThe\nCompany’s project management approach is dynamic and adaptable, tailored to the unique needs of each project. It utilizes a suite\nof specialized applications, including AutoCAD for precise drafting and design, SketchUp for 3D modeling and visualization, and Microsoft\nOffice tools for documentation, presentations, and data analysis. These tools enable its teams to collaborate effectively, share real-time\nupdates, and make informed decisions quickly. Each project follows a structured workflow that includes initial concept development, detailed\ndesign, client approval, and final execution. The Company’s rules emphasize quality control, adherence to timelines, and continuous\nimprovement.\n\n \n\n25\n\n \n\n \n\n**Business\nModel Flow Chart**\n\n \n\nThe\nCompany’s business model flow chart outlines the entire project lifecycle from initial consultation to project delivery, highlighting\nkey milestones and approval stages. This flow chart is accessible through the client portal, providing a transparent view of the process\nand ensuring clients are informed at every step. Key stages include:\n\n \n\n \n●\n**Initial\nConsultation:** Understanding client needs and project scope.\n\n \n \n \n\n \n●\n**Design\nPhase:** Developing and refining design drafts.\n\n \n \n \n\n \n●\n**Approval\nMilestones:**Client approvals at critical stages to ensure alignment with expectations.\n\n \n \n \n\n \n●\n**Project\nDelivery:** Final handover of the completed project, with post-completion support as needed.\n\n \n\n \n\nBy\ndedicating a separate section to our online platforms and technology, the Company provides a clear understanding of their vital role\nin our operations and the value they bring to our clients and the Company.\n\n \n\n**Online\nPlatforms and Technology**\n\n \n\nThe\nCompany utilizes various online platforms for its operations. The Company’s website serves as a multi-functional hub, acting as\na portfolio showcase, client portal, and communication center. Clients can securely access project updates, submit feedback, and review\ndesign drafts through a secure client login. Additionally, the Company leverages specialized applications such as AutoCAD and SketchUp\nfor real-time design modifications and visualizations. These platforms are supported by cloud-based technology, ensuring data security\nand accessibility from anywhere.\n\n \n\nLeveraging\nthese online platforms, the Company offers a comprehensive suite of functions designed to enhance operational efficiency and client satisfaction,\nincluding:\n\n \n\n \n●\n**Project\nManagement:** Advanced tools for scheduling, task assignment, progress tracking, and resource management.\n\n \n \n \n\n \n●\n**Client\nEngagement:** Secure portals enabling clients to access project updates, communicate with the team, submit feedback, and review\ndesign drafts.\n\n \n \n \n\n \n●\n**Team\nCollaboration:** Integrated communication tools and document-sharing capabilities facilitate seamless collaboration among team\nmembers, regardless of location.\n\n \n\n26\n\n \n\n \n\n \n●\n**Real-Time\nDesign Modifications:** Applications like AutoCAD and SketchUp allow for instant updates and visualizations, ensuring design changes\nare quickly implemented and reviewed.\n\n \n\nThe\nplatforms are designed to serve a diverse range of clients, including:\n\n \n\n \n●\n**Residential\nClients:** Homeowners seeking custom designs and renovations.\n\n \n \n \n\n \n●\n**Commercial\nClients:** Businesses in need of innovative and functional workspace solutions.\n\n \n \n \n\n \n●\n**Public\nSector Clients:** Government and municipal projects requiring compliance with specific regulations and standards.\n\n \n\nHearth\nis our proprietary, blockchain-based Real World Asset (RWA) tokenization platform. The platform provides the technology infrastructure,\nsmart contract deployment capabilities, and compliance protocols necessary to enable real estate developers and asset owners to fractionalize\nand tokenize real-world properties. Hearth’s infrastructure manages the lifecycle of token creation, compliance-linked transfer restrictions,\nand investor management, allowing clients to issue digital representations of asset ownership or revenue-sharing rights.\n\n \n\n**Our\nServices**\n\n \n\nThe\nCompany offers a comprehensive range of architectural and design services tailored to meet the diverse needs of its clients. The Company’s\nservices are designed to cover various aspects of architectural projects, from initial concept development to final project execution,\nensuring a seamless and efficient process.\n\n \n\n \n●\n**Design\nand Fit-Out Services** include the following services:\n\n \n\n \n○\n**Design\nServices**: Comprehensive design services from conceptual through to construction documentation.\n\n \n \n \n\n \n○\n**Fit-Out\nManagement**: Managing the procurement of materials, hiring contractors, and overseeing the fit-out process to ensure design intent\nis realized.\n\n \n \n \n\n \n○\n**Procurement\nServices**: Purchasing materials and furnishings on behalf of the client.\n\n \n \n \n\n \n○\n**Construction\nOversight**: Site visits, quality control inspections, and coordination with contractors during construction and fit-out phases.\n\n \n\nClients\nengage with a dedicated design team to discuss their aesthetic and functional requirements, ensuring tailored solutions that meet their\nspecific needs. The fit-out services are meticulously planned and executed, with regular client consultations and site inspections to\nguarantee quality and adherence to timelines. This integrated approach ensures a seamless experience from initial design concepts to\nthe final fit-out. Revenue generated from providing design services and fit-out services. In the years ended March 31, 2026 and 2025,\nthe Company generated revenues of $643,140 and $80,464 from design and fit-out services, respectively, accounting for 85.45% and 39.84%\nof its total revenues, respectively.\n\n \n\nThe\nCompany’s contract with the customer has payment terms specified based upon certain conditions completed. The Company generally\nrequire an initial payment from the customer upon signing of the contract prior to the commencement of the project, which usually represents\napproximately 20% to 50% of the total contract sum. The Company issues invoices for interim payments at different stages of the project.\nThe final invoice is generally issued shortly before or immediately after project completion. The Company’s customers are required\nto pay the Company at different billing stages over the contract period, as such, the Company believes the progress payments limit the\nCompany’s exposure to credit risk and that the Company would be able to collect substantially all of the consideration gradually\nat different stages. The timing of the satisfaction of the Company’s performance obligations is based upon the cost-to-cost measure\nof progress method, which is generally different than the timing of unconditional right of payment and is based upon certain conditions\ncompleted as specified in the contract. The timing between the satisfaction of the Company’s performance obligations and the unconditional\nright of payment would contribute to contract assets and contract liabilities.\n\n \n\n \n●\n**Project\nManagement Services**include the following services:\n\n \n\n \n○\n**Project\nManagement**: Managing the entire project lifecycle, ensuring timely completion within budget and quality standards.\n\n \n\n27\n\n \n\n \n\n \n○\n**Consulting\nServices**: Providing expert advice and guidance throughout the project, including contract negotiations, risk management, and\nconflict resolution.\n\n \n \n \n\n \n○\n**Change\nOrder Management**: Handling changes or modifications to the project scope, schedule, or budget during construction.\n\n \n\nClients\nbenefit from a dedicated Project Manager who coordinates all aspects of the project, ensuring clear and consistent communication through\nregular meetings and site visits. This structured arrangement guarantees that projects are managed efficiently, addressing any changes\nor issues promptly to maintain project integrity and client satisfaction. Revenue generated from project management services. In the\nyears ended March 31, 2026 and 2025, the Company generated revenues of $5,766 and $64,684 from project management services, respectively,\naccounting for 0.77% and 32.02% of its total revenues, respectively.\n\n \n\n \n●\n**Application\nServices** include the following services:\n\n \n\n \n○\n**Approval\nConsulting**: Providing guidance and expertise in navigating regulatory requirements and procedures for project approvals in Hong\nKong.\n\n \n \n \n\n \n○\n**Document\nPreparation**: Preparing and submitting all necessary documentation, forms, and applications required by government agencies.\n\n \n \n \n\n \n○\n**Regulatory\nCompliance**: Ensuring that project design and documentation comply with local building codes, zoning regulations, environmental\nstandards, and other legal requirements.\n\n \n \n \n\n \n○\n**Representation**:\nRepresenting clients and liaising with government authorities throughout the approval process, including attending meetings and addressing\ninquiries.\n\n \n\nClients\nbenefit from our expertise in navigating the complex process of obtaining government approvals, with dedicated consultants guiding them\nthrough each step. This includes preparing and submitting necessary documentation, liaising with regulatory bodies, and providing ongoing\nsupport to ensure timely and successful approvals. Revenue generated from application services. In the years ended March 31, 2026 and\n2025, the Company generated revenues of $101,633 and $39,883 from application services, respectively, accounting for 13.50% and 19.74%\nof its total revenues, respectively. Clients benefit from our expertise in navigating the complex process of obtaining government approvals,\nwith dedicated consultants guiding them through each step. This includes preparing and submitting necessary documentation, liaising with\nregulatory bodies, and providing ongoing support to ensure timely and successful approvals.\n\n \n\n \n●\n**Design-only\nServices** include the following services:\n\n \n\n \n○\n**Conceptual\nDesign:**Developing initial design concepts that align with clients’ visions and project requirements, including layout\nplanning, spatial arrangement, and overall aesthetic style.\n\n \n \n \n\n \n○\n**Schematic\nDesign:**Creating preliminary drawings and sketches that define the project’s basic structure, forms, and functionality,\nensuring that the design meets both practical and aesthetic goals.\n\n \n \n \n\n \n○\n**Detailed\nDesign Development:** Producing comprehensive design documents that outline precise specifications, materials, and finishes, facilitating\na clear understanding of the project’s execution details.\n\n \n \n \n\n \n○\n**3D\nModeling and Visualization:**Providing clients with realistic 3D renderings and visualizations of the design to help them better\nunderstand and visualize the outcome before construction begins.\n\n \n\nClients\nbenefit from our design expertise through a focused and detail-oriented approach to crafting architectural concepts that bring their\nvision to life. With a team of dedicated architects and designers, the Company guides clients through each stage of the design process,\nfrom initial concepts to detailed design documentation. In the years ended March 31, 2026 and 2025, the Company generated revenues of\n$2,091 and $16,976 from design-only services, respectively, accounting for 0.28% and 8.40% of its total revenues, respectively. This\nfocused design service allows clients to receive customized, high-quality design solutions tailored to their specific needs and project\ngoals.\n\n \n\n28\n\n \n\n \n\nThe\ndesign and fit-out service is the main business of the Company and accounted for 85.45% and 39.84% of our business in the years ended\nMarch 31, 2026 and 2025, respectively. Design and fit-out service generally include architectural facade and interior Design, 3D visualization\nand rendering, urban planning and design, construction documentation, BIM, renovation and remodeling and custom Furniture and fixture\ndesign.\n\n \n\nThe\nCompany focused on projects in Hong Kong and for the fiscal years ended March 31, 2026 and 2025. All of the revenue was derived solely\nfrom the Hong Kong projects. The Company is strategically expanding its footprint globally, with operations primarily based in Hong Kong\nand plans to extend our services into the United States and broader Asia markets.\n\n \n\n  \nPercentage of Total revenue  \nPercentage of Total revenue \n\n  \nFor the year ended\nMarch 31, 2026  \nFor the year ended\nMarch 31, 2025 \n\nDesign and Fit-out \n 84.73% \n 39.84%\n\nProject Management \n 0.80% \n 32.02%\n\nApplication \n 14.18% \n 19.74%\n\nDesign-only \n 0.29% \n 8.40%\n\n \n\n**Year-Round\nServices and Project Duration**\n\n \n\nThe\nCompany’s projects vary significantly in duration, often lasting more than one year. The timeline of each project depends on several\nfactors, including the complexity of the design, the scale of construction, regulatory approval processes, and client requirements. From\ninitial concept development and detailed design phases to construction management and final completion, each project involves extensive\nplanning and coordination that naturally extend over prolonged periods.\n\n \n\n**Continuous\nWorkflow**\n\n \n\nThe\nCompany’s continuous workflow ensures that there are always active projects at different stages of completion. This steady stream\nof work allows the Company to maintain a consistent level of business activity and revenue generation throughout the year. Unlike companies\nwith seasonal products or services, the Company’s workload is distributed evenly, enabling it to allocate resources efficiently\nand maintain stable operations.\n\n \n\n**Client\nEngagement and Project Management**\n\n \n\nThe\nCompany’s commitment to providing full-year services means that it is always available to engage with clients, address their needs,\nand manage ongoing projects without interruption. This approach not only fosters strong client relationships but also ensures that its\nprojects are completed on time and to the highest standards of quality. By avoiding the pitfalls of seasonality, the Company can focus\non delivering exceptional architectural solutions that meet and exceed its clients’ expectations, regardless of the time of year.\n\n \n\n**Our\nCustomers**\n\n \n\nThe\nCompany’s customer base is comprised of individuals and entities based in Hong Kong. For the years ended March 31, 2026 and 2025,\nthe Company provided services to approximately 14 and 35 customers, respectively. The customer categories include:\n\n \n\n \n●\nHomeowners\nwho are planning to build or renovate their residential properties;\n\n \n \n \n\n \n●\nCompanies\nor individuals developing residential, commercial, or mixed-use properties;\n\n \n\n29\n\n \n\n \n\n \n●\nBusinesses\nrequiring architectural design services for office buildings, retail spaces, restaurants, hotels, and other commercial properties;\n\n \n \n \n\n \n●\nInstitutions\nsuch as schools, universities, hospitals, museums, and government agencies in need of architectural design services for their facilities;\nand\n\n \n \n \n\n \n●\nCompanies\nmanaging or developing properties that require architectural design services for renovations, expansions, or new construction.\n\n \n\n  \n  \n  \n  \nPercentage of \n\nPeriod \nProject name \nRevenue type \nProperty type \nTotal Revenue \n\nFor the year ended March 31, 2025 \nBatard Pedder Building \nProject management \nCommercial \n 19.56%\n\n  \nHang Cheong Factory Lobby Works \nDesign and fit-out \nIndustrial \n 16.8%\n\nFor the year ended March 31, 2026 \nDior Hong Kong Bespoke Lounge Project \nDesign and fit-out \nCommercial \n 82.38%\n\n  \nHong Kong Tramways Ltd A&A Consultancy \nApplication \nCommercial \n 12.34%\n\n \n\n**Suppliers**\n\n \n\nThe\nCompany’s suppliers include providers of essential materials, technology, and services that directly contribute to the successful\nexecution of the projects. Key suppliers include:\n\n \n\n \n●\nConstruction\ncontractors which are responsible for bringing the architectural designs to life by managing the on-site construction process. They\nsource materials, hire labor, and ensure that the building is constructed according to the design specifications;\n\n \n \n \n\n \n●\nBuilding\nmaterial suppliers which provide the raw materials needed for construction, including steel, concrete, glass, wood, and other essential\nbuilding materials;\n\n \n \n \n\n \n●\nFurniture\nand interior fixtures suppliers which offer high-quality furniture, lighting, and fixtures that are integrated into architectural\ndesigns, especially in commercial and residential projects;\n\n \n \n \n\n \n●\nLighting\nand electrical systems suppliers provide the lighting fixtures and electrical systems that are integral to the functionality and\naesthetics of a building; and\n\n \n \n \n\n \n●\nTechnology\nand software providers which offer the digital tools necessary for architectural design, including CAD (Computer-Aided Design) software,\nBIM (Building Information Modeling) tools, and other visualization software.\n\n \n\nFor\nthe fiscal years ended March 31, 2026 and 2025, there was one and one suppliers, respectively, each accounting for more than 10% of the\nCompany’s total purchases. The Company does not rely on any of the suppliers/subcontractors that cannot be replaceable with comparable\nrates.\n\n \n\n**Research\nand Development**\n\n \n\nThe\nCompany plans to advance its AI-driven interior, building design, and digital project management platform. This includes developing\nan AI application to ensure architectural designs comply with local building codes, enhancing design efficiency and compliance. QikBIM’s core Architectural and Structural functions are fully developed and had its first commercial launch on January\n15, 2026, with website updates launched in June 2026. We are in process of registering multiple user accounts to the platform. Phase 2\nenhancements for QikBIM are ongoing, and PlanAid is under development with a target launch in the third quarter of 2026.\n\n \n\n30\n\n \n\n \n\n**Advertising\nand Marketing**\n\n \n\nThe\nCompany employs a comprehensive strategy to establish and promote its brand effectively, emphasizing its unique design approach, its\nexpanding real-world-asset and digital-asset initiatives, and its dedication to client satisfaction. Its marketing efforts focus on leveraging\ndigital channels and strategic partnerships to build a strong brand presence and effectively engage its target audiences across its architecture,\nreal estate, and digital-asset business lines. The Company believes this approach supports sustained growth and recognition across the\nmarkets in which it operates.\n\n \n\n**In-House\nMarketing Function:**\n\n \n\nTo\nsupport these efforts, the Company has established a dedicated in-house marketing function led by a Marketing Manager responsible for\nbrand strategy, content and campaign development, internal search engine optimization, and coordination of the Company’s external\nmarketing vendors and partners. The in-house function is intended to provide more direct oversight of the Company’s brand as its\noperations expand across multiple jurisdictions and business lines, including its architectural services, QikBim, PlanAid, its digitial\nasset treasury, and its Hearth RWA tokenization platform.\n\n \n\n**Digital\nMarketing**:\n\n \n\n \n●\nSocial\nMedia Management: the Company has partnered with D.A.C.K. Concept Limited to manage its online presence. This includes Facebook Fan\npage management with regular sales and content marketing feeds, simple video production, and graphic design. These efforts cost $7,500\nHKD per month.\n\n \n \n \n\n \n●\nSocial\nMedia Advertising: D.A.C.K. also handles Facebook ad placements with a 15% management fee, costing $2,500 HKD per month, targeting\nspecific audiences and optimizing daily for better results.\n\n \n \n \n\n \n\n●\n\nSearch\nEngine Optimization (SEO): SEO services include keyword strategy, ad copywriting, and monthly ranking reports for Google Hong Kong, costing\n$3,500 HKD per month.\n\n \n \n \n\n \n●\nPaid Digital Advertising: The Company also places paid advertising across additional\ndigital channels to expand its reach and generate leads, with approximate monthly budgets of $500 for Google Ads, $500 for Instagram\nAds, and $300 for LinkedIn Ads.\n\n \n \n \n\n \n●\nInfluencer Marketing: The Company has prepared an influencer marketing campaign and is positioned\nto launch it as part of its broader digital marketing strategy, with the objective of increasing brand awareness and engagement among\nits target audiences.\n\n \n\n**Strategic\nPartnerships**:\n\n \n\n \n●\nIndustry\nRelationships: the Company collaborates with construction companies and real estate developers who refer clients to it, expanding\nits market reach and client base.\n\n \n\n31\n\n \n\n \n\n**Intellectual\nProperty Rights**\n\n \n\nThe\nCompany maintains strict control over its intellectual property rights. All designs, software customizations, and proprietary processes\nare protected under copyright law, ensuring that the unique elements of our projects and platforms remain exclusive to the Company. Clients\nare provided access to their specific project data while the Company retains ownership of the underlying technologies and design methodologies.\nThe Company currently owns the following domain names:\n\n \n\n \n●\nOFA.HK\n\n \n \n \n\n \n●\nOFACORP.com\n\n \n \n \n\n \n●\nOFAgroup.com\n\n \n \n \n\n \n●\nhearthRWA.com\n\n \n \n \n\n \n●\nQikbim.com\n\n \n \n \n\n \n●\nPlanaid.com\n\n \n\n**Insurance**\n\n \n\nThe\nCompany has obtained an Office Insurance Policy through MSIG Insurance (Hong Kong) Limited. This policy ensures that all its employees\nare protected in accordance with the terms of the policy in the event of bodily injuries, death or disease contracted during the course\nof employment anywhere in Hong Kong.\n\n \n\nThe\nCompany does not carry any key-man life insurance and professional liability insurance. Even if it purchases these kinds of insurance,\nthe insurance may not fully protect the Company from the financial impact of defending against professional liability claims. The Company\nhas not purchased any property insurance or business interruption insurance. Management has determined that the costs of insuring for\nrelated risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical. The\nCompany considers its insurance coverage to be sufficient for its business operations. However, the Company continuously assesses its\ninsurance needs to ensure comprehensive protection for its business operations and employees and evaluates other insurance options to\naddress specific risks associated with its projects and operations.\n\n \n\n**Environmental\nMatters**\n\n \n\nCompliance\nwith environmental rules and regulations is a critical aspect of the Company’s operations, handled on a case-by-case basis and\naccording to the specific jurisdiction of each project. As a design and architecture firm based in Hong Kong, the Company not directly\nface significant environmental issues. Instead, environmental compliance in construction services is primarily the responsibility of\nthe contractors the Company works with. While it does not face significant environmental issues directly, it works closely with contractors\nto ensure that all environmental regulations are met, and any necessary equipment and permits are in place. This approach ensures that\nits projects are executed responsibly and sustainably.\n\n \n\n**Environmental\nCompliance**\n\n \n\nThe\nCompany adheres to all relevant environmental regulations applicable to its industry and project locations. In Hong Kong, its projects\ntypically do not involve direct environmental impact. However, for projects outside Hong Kong, it ensures that all activities comply\nwith local environmental laws and regulations through rigorous oversight and collaboration with contractors to ensure that all environmental\nstandards are met during the construction phase.\n\n \n\n**Environmental\nEquipment and Investment**\n\n \n\nThe\nCompany does not directly invest in environmental equipment as its primary role is in design and project management. The responsibility\nfor environmental equipment and its maintenance lies with the construction contractors it partners with. These contractors are required\nto comply with all necessary environmental guidelines and regulations, including the use of appropriate environmental equipment and adherence\nto best practices in sustainability.\n\n \n\n32\n\n \n\n \n\n**Pollutant\nDischarge and Permits**\n\n \n\nThe\nCompany is not required to obtain pollutant discharge licenses or permits directly. The responsibility for securing such permits falls\nunder the purview of the construction contractors who execute the projects. The Company ensures that all contractors engaged in its projects\nhave the necessary licenses and permits to operate in compliance with environmental regulations. This includes pollutant discharge registration\nwhere applicable.\n\n \n\n**Fines\nand Penalties**\n\n \n\nTo\ndate, the Company has not incurred any fines or penalties related to environmental violations. Its thorough approach to environmental\ncompliance and close collaboration with contractors helps mitigate any potential risks associated with environmental breaches. The Company\ncontinuously monitors and reviews its practices to ensure adherence to all relevant environmental standards, safeguarding both the environment\nand its reputation.\n\n \n\n**Regulation\nPermissions**\n\n \n\nThe\nfollowing table sets forth a list of licenses or permissions held by the Company and its operating subsidiary necessary for it to conduct\nits existing business (excluding, for the avoidance of doubt, those licenses, permits, registrations, authorizations and other qualifications\nthat may be held by its employees and/or for the undertaking of specific projects).\n\n \n\n**Company**\n \n\n**Name\nof License/Permission/**\n\n**Registration**\n\n \n**Issuing\nAuthority**\n \n**Validity**\n\n \n \n \n \n \n \n \n\nOffice\nfor Fine Architecture Limited\n \nBusiness\nregistration certificate (60952948-000-01-26-8)\n \nInland\nRevenue Department of Hong Kong\n \nJanuary\n31, 2026 to January 30, 2027\n\n \n\nAs\nof March 31, 2026, the Company had a total of 11 full-time employees. The Company has not employed any part-time employees or contractors\nin the past three years. The following chart provides a breakdown of its workforce by department as of December 31, 2025:\n\n \n\n**Period** \n**Full-time employee**  \n**Interior Design Department**  \n**Administrative and Management Department**  \n**Architecture Department** \n\nAs of March 31, 2026 \n 11  \n 1  \n 8  \n 2 \n\n \n\nThe\nCompany maintains a good working relationship with its employees and to date, and has not experienced any labor disputes. Its workforce\nis distributed across our primary office located in Hong Kong, with all employees operating out of this central location.\n\n \n\nThe\nCompany’s dedicated team consists of highly skilled professionals who contribute to the success and growth of the Company through\ntheir expertise and commitment to excellence in architecture and design. The Company is proud of its diverse and talented workforce and\ncontinually strive to provide a supportive and rewarding work environment.\n\n \n\n33"}