{"url_path":"/sec/ofal/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits and Financial Statements Schedules**","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":20374,"has_tables":true,"body_markdown":"**ITEM\n15. Exhibits and Financial Statements Schedules**\n\n \n\n(a)\nThe\nfollowing documents are filed as part of this report:\n\n \n\n(1)\nFinancial\nStatements\n\n \n\n**OFA\nGROUP AND SUBSIDIARIES**\n\n \n\n**INDEX\nTO CONSOLIDATED FINANCIAL INFORMATION**\n\n \n\n \n \n \n\n**Audited\nFinancial Statements**\n \n \n\n[Reports of Independent Registered Public Accounting Firm](#JP_001) (PCAOB ID:2738)\n \nF-2\n\n[Consolidated\nBalance Sheets as of March 31, 2026 and 2025](#fn_001)\n \nF-3\n\n[Consolidated\nStatements of Operations for the Years Ended March 31, 2026 and 2025](#fn_002)\n \nF-4\n\n[Consolidated\nStatements of Comprehensive (Loss) Income for the Years Ended March 31, 2026 and 2025](#fn_003)\n \nF-5\n\n[Consolidated\nStatements of Changes in Shareholders’ Equity for the Years Ended March 31, 2026 and 2025](#fn_004)\n \nF-6\n\n[Consolidated\nStatements of Changes in Mezzanine Equity for the Years Ended March 31, 2026 and 2025](#fn_005)\n \nF-7\n\n[Consolidated\nStatement of Cash Flows for the Years Ended March 31, 2026 and 2025](#fn_006)\n \nF-8\n\n[Notes\nto Consolidated Financial Statements for the Years Ended March 31, 2026 and 2025](#fn_007)\n \nF-9\n\n \n\nF-1\n\n \n\n \n\n \n\nREPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n \n\nTo\nthe Board of Directors and Stockholders of OFA Group\n\n \n\n**Opinion\non the Consolidated Financial Statements**\n\n** **\n\nWe\nhave audited the accompanying consolidated balance sheets of OFA Group (the Company) as of March 31, 2026 and 2025 and the related statements\nof operations, statements of comprehensive (loss) income, statements of changes in shareholders’ equity, statements of changes\nin mezzanine equity and cash flows for the two years period then ended, and the related notes (collectively referred to as the consolidated\nfinancial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated\nfinancial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the\nyears in the two years periods ended March 31, 2026, in conformity with accounting principles generally accepted in the United States\nof America.\n\n \n\n**Going\nConcern**\n\n** **\n\nThe\naccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the\nNote 2 to the financial statements, the Company has suffered net losses from operations in current and prior periods and the Company\nhas incurred net working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s\nplans regarding those matters are discussed in the notes to the financial statements. The financial statements do not include any adjustments\nthat might result from the outcome of this uncertainty.\n\n \n\n**Basis\nfor Opinion**\n\n** **\n\nThese\nconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion\non the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public\nCompany Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance\nwith the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain\nreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nThe Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part\nof our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing\nan opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether\ndue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles\nused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\nWe believe that our audits provide a reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matter**\n\n** **\n\nThe\ncritical audit matter communicated below is a matter arising from the current period audits of the consolidated financial statements\nthat were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are\nmaterial to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The\ncommunication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a\nwhole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or\non the accounts or disclosures to which it relates.\n\n \n\n**Revenue\nRecognition**\n\n** **\n\nAs\ndescribed in Note 2 to the consolidated financial statements, the revenue for Design and Fit out Service for the years ended March 31,\n2026 and 2025 is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete\nsatisfaction of the performance obligations using an input (i.e., cost to cost) method.\n\n \n\nAuditing\nmanagement’s evaluation of agreements with customers involves significant judgment by management in forecasting project revenue\nand costs to complete and a high degree of auditor judgment and effort in performing procedures and evaluating audit evidence related\nto the estimates of forecasted revenue and costs to complete for multi-year contracts, and revisions in those estimates.\n\n \n\nTo\nevaluate the appropriateness and accuracy of the estimates by management, we tested management’s ability to reasonably estimate\nthe forecasted revenue and costs to complete in addition to testing the costs to date.\n\n \n\n/s/\nM&K CPAS, PLLC\n\nWe\nhave served as the Company’s auditor since 2024.\n\nThe\nWoodlands, Texas\n\nJuly 13, 2026\n\n \n\nF-2\n\n \n\n \n\n**OFA\nGroup and Subsidiaries**\n\nCONSOLIDATED\nBALANCE SHEETS\n\n(Expressed\nin U.S. Dollars, except for the number of shares)\n\n \n\n  \nMarch\n31, 2026  \nMarch\n31, 2025 \n\nASSETS \n   \n  \n\nCurrent\nassets: \n    \n   \n\nCash \n$1,033,466  \n$31,950 \n\nRestricted\ncash-held by affiliate \n 1,680,000  \n - \n\nPrepaid\nexpense \n 59,510  \n - \n\nContract\nassets \n 3,053  \n 8,466 \n\nAccount\nreceivables, net \n 3,700  \n 7,480 \n\nDeferred\noffering costs \n 1,100,000  \n 266,028 \n\nTotal\ncurrent assets \n 3,879,729  \n 313,924 \n\n  \n    \n   \n\nNON-CURRENT\nASSETS: \n    \n   \n\nRent\ndeposit \n 122,857  \n 16,004 \n\nRight-of-use\nasset - operating lease \n 635,622  \n 37,999 \n\nProperty,\nplant and equipment, net \n 896,984  \n - \n\nIntangible\nassets, net \n 16,072,093  \n - \n\nTotal\nnon-current assets \n 17,727,556  \n 54,003 \n\n  \n    \n   \n\nTotal\nassets \n$21,607,285  \n$367,927 \n\n  \n    \n   \n\nLIABILITIES,\nMEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT \n    \n   \n\nCurrent\nliabilities: \n    \n   \n\nAccount\npayable \n$515,951  \n$- \n\nAccrued\nliabilities \n 6,043,346  \n 2,182 \n\nContract\nliabilities \n 62,191  \n 131,564 \n\nCurrent\nmaturities of loan payable \n 22,192  \n 378 \n\nDue\nto related parties \n 286,160  \n 48,462 \n\nOperating\nlease liabilities \n 164,391  \n 38,109 \n\nCommitment\nfee payable \n 897,175  \n - \n\nTotal\ncurrent liabilities \n 7,991,406  \n 220,695 \n\n  \n    \n   \n\nNon-Current\nliabilities: \n    \n   \n\nLoan\npayable, net of current \n 448,057  \n 473,188 \n\nOperating\nlease liabilities \n 454,404  \n - \n\nTotal\nnon-current liabilities \n 902,461  \n 473,188 \n\n  \n    \n   \n\nTotal\nliabilities \n 8,893,867  \n 693,883 \n\n  \n    \n   \n\nMezzanine\nEquity \n    \n   \n\nSeries\nA Convertible Preferred Shares, $0.001 par value, 20,000,000 shares and 0 shares authorized as of March 31, 2026 and 2025,\nrespectively, 1,380 shares and 0 shares issued and outstanding as of March 31, 2026 and 2025, respectively \n 1,730,404  \n - \n\n  \n    \n   \n\nShareholders’\nequity: \n    \n   \n\nClass\nA Ordinary Shares, with $0.001 par value, 100,000,000 and 50,000,000 number of Ordinary Shares authorized, 25,430,128 and 9,611,111\nOrdinary Shares issued and outstanding as of March 31, 2026 and 2025, respectively \n 25,431  \n 9,611 \n\nClass\nB Ordinary Shares, with $0.001 par value, 20,000,000 and 0 shares authorized, 20,000,000 and 0 shares issued and outstanding as of\nMarch 31, 2026 and 2025, respectively \n 20,000  \n - \n\nOrdinary shares \n 20,000  \n - \n\nAdditional\npaid-in capital \n 19,464,439  \n 641,785 \n\nShare\npayable \n 535,520  \n - \n\nAccumulated\ndeficit \n (9,126,384) \n (1,027,068)\n\nAccumulated\nother comprehensive income \n 64,008  \n 49,716 \n\nTotal\nshareholders’ equity (deficit) \n 10,983,014  \n (325,956)\n\n  \n    \n   \n\nTotal\nliabilities, Mezzanine Equity and shareholders’ equity \n$21,607,285  \n$367,927 \n\n \n\nThe\naccompanying notes are an integral part of these audited consolidated financial statements.\n\n \n\nF-3\n\n \n\n \n\n**OFA\nGroup and Subsidiaries**\n\nCONSOLIDATED\nSTATEMENTS OF OPERATIONS\n\n(Expressed\nin U.S. Dollars, except for the number of shares)\n\n \n\n  \n2026  \n2025 \n\n  \nFor\nThe Years Ended March 31, \n\n  \n2026  \n2025 \n\n  \n   \n  \n\nRevenue \n    \n   \n\nProject income \n$716,885  \n 202,007 \n\nCost of revenue \n 553,040  \n 113,376 \n\nGross\nprofit \n 163,845  \n 88,631 \n\n  \n    \n   \n\nOperating expenses: \n    \n   \n\nDepreciation and amortization \n 1,606,981  \n - \n\nSelling, general and administrative \n 1,445,961  \n 369,991 \n\nProfessional services \n 2,665,876  \n 113,729 \n\nAdvertising and marketing \n 530,467  \n 20,558 \n\nSalaries and wages \n 1,933,078  \n 271,568 \n\nTotal operating expenses \n 8,182,363  \n 775,846 \n\n  \n    \n   \n\nLoss from operations \n (8,018,518) \n (687,215)\n\n  \n    \n   \n\nOther income (expense) \n    \n   \n\nGovernment subsidies \n 9,029  \n 20,018 \n\nInterest expense \n (13,725) \n (48,451)\n\nInterest income \n 464  \n 968 \n\nTotal\nother expense \n (4,232) \n (27,465)\n\n  \n    \n   \n\nLoss from operations before\nincome taxes \n (8,022,750) \n (714,680)\n\n  \n    \n   \n\nProvision for income taxes \n (66) \n - \n\n  \n    \n   \n\nNet Loss \n (8,022,816) \n (714,680)\n\n  \n    \n   \n\nDividends and accretion\nto redeemable preferred equity \n (714,394) \n - \n\n  \n    \n   \n\nNet\nLoss attributable to common shareholders \n (8,737,210) \n (714,680)\n\n  \n    \n   \n\nBasic and diluted net loss\nper share, Class A Ordinary Shares \n (0.64) \n (0.08)\n\nWeighted average shares outstanding, Class\nA Ordinary Shares \n 13,564,148  \n 8,689,741 \n\nBasic and diluted net loss per share, Class\nB Ordinary Shares \n -  \n - \n\nWeighted average shares outstanding, Class\nB Ordinary Shares \n 2,977,169  \n - \n\n \n\n*The\naccompanying notes are an integral part of these audited consolidated financial statements.*\n\n \n\nF-4\n\n \n\n \n\n**OFA\nGroup and Subsidiaries**\n\nCONSOLIDATED\nSTATEMENTS OF COMPREHENSIVE (LOSS) INCOME\n\n(Expressed\nin U.S. Dollars, except for the number of shares)\n\n \n\n  \nMarch\n31,2026  \nMarch\n31,2025 \n\n  \nFor The Year\nEnded  \nFor The Year\nEnded \n\n  \nMarch\n31,2026  \nMarch\n31,2025 \n\n  \n   \n  \n\nNet Loss \n$(8,022,816) \n$(714,680)\n\n  \n    \n   \n\nOther comprehensive income \n    \n   \n\n  \n    \n   \n\nForeign\ncurrency adjustments \n$14,292  \n$18,435 \n\n  \n    \n   \n\nComprehensive\nloss \n$(8,008,524) \n$(696,245)\n\n \n\n*The\naccompanying notes are an integral part of these audited consolidated financial statements.*\n\n \n\nF-5\n\n \n\n \n\n**OFA\nGroup and Subsidiaries**\n\nCONSOLIDATED\nSTATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT\n\n(Expressed\nin U.S. Dollars, except for the number of shares)\n\n \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \npayable  \nDeficit  \nIncome  \nDeficit \n\n  \nOrdinary\nShares  \n**Additional**  \n   \n   \n**Accumulated**  \n**Total** \n\n  \nClass\nA  \nClass\nB  \n**Paid-in**  \n**Share**  \n**Accumulated**  \n**Comprehensive**  \n**Shareholders’** \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \npayable  \nDeficit  \nIncome  \nDeficit \n\nBalance,\nMarch 31, 2024 \n 7,711,111  \n$7,711  \n -  \n$-  \n$5,185  \n$-  \n$(312,388) \n$31,281  \n$(268,211)\n\nForeign currency translation adjustments \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 18,435  \n 18,435 \n\nShares issued for professional services \n 1,300,000  \n 1,300  \n -  \n -  \n 84,500  \n -  \n -  \n -  \n 85,800 \n\nBridge loan conversion \n 600,000  \n 600  \n -  \n -  \n 519,947  \n -  \n -  \n -  \n 520,547 \n\nBridge loan conversion - interest forgiven \n -  \n -  \n -  \n -  \n 32,153  \n -  \n -  \n -  \n 32,153 \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n -  \n (714,680) \n -  \n (714,680)\n\nBalance, March 31,\n2025 \n 9,611,111  \n$9,611  \n -  \n$-  \n$641,785  \n$-  \n$(1,027,068) \n$49,716  \n$(325,956)\n\nForeign currency translation adjustments \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 14,292  \n 14,292 \n\nShareholder Investment \n -  \n -  \n -  \n -  \n 79,845  \n -  \n -  \n -  \n 79,845 \n\nShare-based compensation \n 23,529  \n 24  \n -  \n -  \n 19,975  \n 535,520  \n -  \n -  \n 555,519 \n\nShares issued for professional services \n 550,000  \n 550  \n -  \n -  \n 1,019,950  \n -  \n -  \n -  \n 1,020,500 \n\nIssuance of Class A Ordinary Shares as commitment shares \n 250,000  \n 250  \n -  \n -  \n 102,575  \n -  \n -  \n -  \n 102,825 \n\nIssuance of Ordinary Shares upon conversion of\nSeries A Preferred Shares \n 10,682,988  \n 10,683  \n -  \n -  \n 3,151,467  \n -  \n -  \n -  \n 3,162,150 \n\nIssuance of Ordinary Shares upon initial public\noffering, net of underwriting discounts and commissions and other issuance costs \n 4,312,500  \n 4,313  \n -  \n -  \n 15,303,687  \n -  \n -  \n -  \n 15,308,000 \n\nDeferred IPO costs reclassified to APIC \n -  \n -  \n -  \n -  \n (266,028) \n -  \n -  \n -  \n (266,028)\n\nDividends on Series A Preferred Shares \n -  \n -  \n -  \n -  \n 49,077  \n -  \n (76,500) \n -  \n (27,423)\n\nAdjustment to redemption value \n -  \n -  \n -  \n -  \n (637,894) \n -  \n -  \n -  \n (637,894)\n\nShares issuance of Class B Ordinary Shares \n -  \n -  \n 20,000,000  \n 20,000  \n -  \n -  \n -  \n -  \n 20,000 \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n -  \n (8,022,816) \n -  \n (8,022,816)\n\nBalance, March 31,\n2026 \n 25,430,128  \n$25,431  \n 20,000,000  \n$20,000  \n$19,464,439  \n$535,520  \n$(9,126,384) \n$64,008  \n$10,983,014 \n\n \n\n*The\naccompanying notes are an integral part of these audited consolidated financial statements.*\n\n \n\nF-6\n\n \n\n \n\n**OFA\nGroup and Subsidiaries**\n\nCONSOLIDATED\nSTATEMENTS OF CHANGES IN MEZZANINE EQUITY\n\n(Expressed\nin U.S. Dollars, except for the number of shares)\n\n \n\n  \nShares  \nAmount \n\n  \nMezzanine\nEquity \n\n  \nShares  \nAmount \n\nBalance, March 31, 2025 \n -  \n$- \n\nIssuance of mezzanine equity \n 4,800  \n 4,227,237 \n\nConversion \n (3,420) \n (3,162,150)\n\nDividends on Series A Preferred Shares \n -  \n 27,423 \n\nAdjustment to redemption value \n -  \n 637,894 \n\nBalance, March 31,\n2026 \n 1,380  \n$1,730,404 \n\n \n\n*The\naccompanying notes are an integral part of these audited consolidated financial statements.*\n\n \n\nF-7\n\n \n\n \n\n**OFA\nGroup and Subsidiaries**\n\nCONSOLIDATED\nSTATEMENT OF CASH FLOWS\n\n(Expressed\nin U.S. Dollars, except for the number of shares)\n\n \n\n  \n2026  \n2025 \n\n  \nFor\nThe Years Ended March 31, \n\n  \n2026  \n2025 \n\nCash flows from operating\nactivities: \n    \n   \n\nNet Loss \n$(8,022,816) \n$(714,680)\n\nAdjustments to reconcile\nnet loss to net cash used in operating activities: \n    \n   \n\nBad debt expenses \n -  \n 17,708 \n\nDepreciation and amortization \n 1,606,981  \n - \n\nShare-based compensation\nexpense \n 555,519  \n - \n\nShares issued for professional\nservices \n 1,020,500  \n - \n\nInterest forgiven \n -  \n 32,153 \n\nShareholder investment \n 79,845  \n - \n\nChanges in operating assets\nand liabilities: \n    \n   \n\nDue to related party \n 284,536  \n 48,394 \n\nContract assets \n 5,376  \n 37,186 \n\nAccount receivables \n 3,743  \n (25,177)\n\nPrepaid expenses \n (59,510) \n - \n\nRent deposit \n (106,859) \n (8,192)\n\nRight-of-use asset \n 64,583  \n 77,084 \n\nDeferred offering costs \n (100,000) \n 340,320 \n\nRight-of-use liabilities \n (81,520) \n (77,350)\n\nContract liabilities \n (68,743) \n 29,248 \n\nAccount payable \n 447,151  \n (15,087)\n\nAccrued\nexpenses \n 199,829  \n 2,178 \n\n  \n    \n   \n\nNet\ncash used in operating activities \n (4,171,385) \n (256,215)\n\n  \n    \n   \n\nCash flows from investing\nactivities: \n    \n   \n\nPurchases of property and\nequipment \n (591,191) \n - \n\nPurchases of intellectual\nproperty \n (12,117,479) \n - \n\n  \n    \n   \n\nNet\ncash used in investing activities \n (12,708,670) \n - \n\n  \n    \n   \n\nCash flows from financing\nactivities: \n    \n   \n\nProceeds from issuance of\nClass A Ordinary Shares upon initial public\noffering, net of underwriting discounts, commissions and other offering costs \n 15,308,000  \n - \n\nProceeds from the issuance\nof Class B shares \n 20,000  \n - \n\nProceeds from the issuance\nof Series A Preferred Shares, net \n 4,227,237  \n - \n\nPayment of loans \n (3,317) \n (1,497)\n\nNet\ncash provided by (used in) financing activities \n 19,551,920  \n (1,497)\n\n  \n    \n   \n\nNet change in cash \n 2,671,865  \n (257,712)\n\nEffect\nof currency translation on cash and cash equivalents \n 9,651  \n 21,502 \n\n  \n    \n   \n\nCash\nand restricted cash, beginning of year \n 31,950  \n 268,160 \n\nCash\nand restricted cash, end of year \n$2,713,466  \n$31,950 \n\n  \n    \n   \n\nReconciliation of cash and cash equivalents\nand restricted cash to the consolidated balance sheet: \n    \n   \n\n  \n    \n   \n\nCash \n 1,033,466  \n 31,950 \n\nRestricted cash \n 1,680,000  \n - \n\nTotal cash and cash\nequivalents and restricted cash \n$2,713,466  \n$31,950 \n\n  \n    \n   \n\nSUPPLEMENTAL DISCLOSURE\nOF CASH FLOW INFORMATION: \n    \n   \n\nCash\npaid for interest \n$1,127  \n$16,298 \n\nCash\npaid for taxes \n$-  \n$- \n\n  \n    \n   \n\nNON-CASH INVESTING AND FINANCING\nACTIVITIES \n    \n   \n\nEstablishment\nof ROU assets and liabilities \n$662,368  \n$82,402 \n\nAccretion\nto redeemable preferred equity \n$637,894  \n$- \n\nDividends\non Series A Preferred Shares \n 49,077  \n - \n\nShareholder\ndistribution \n$-  \n$600,000 \n\nDebt\nconversion \n$-  \n$600,000 \n\nStock\nIssued for services \n$-  \n$85,800 \n\nDeferred\nIPO costs reclassified to APIC \n$266,028  \n$- \n\nOrdinary Shares issued for conversion of Series A Preferred Shares \n$3,162,150  \n$- \n\nIssuance of 250,000\nshares of Ordinary Shares as commitment shares \n$1,000,000  \n$- \n\n \n\n*The\naccompanying notes are an integral part of these audited consolidated financial statements.*\n\n \n\nF-8\n\n \n\n \n\n**OFA\nGroup and Subsidiaries**\n\n**NOTES\nTO AUDITED CONSOLIDATED FINANCIAL STATEMENTS**\n\n**For\nthe Years Ended March 31, 2026 and 2025**\n\n \n\n**NOTE\n1. NATURE OF BUSINESS AND ORGANIZATION**\n\n \n\nOFA\nGroup (the “OFA”) is a limited liability company established under the laws of the Cayman Islands on August 27, 2024. It\nis a holding company with no business operation.\n\n \n\nOFA,\nthrough its wholly-owned subsidiary, Office For Fine Architecture Limited (“OFA HK”), provides a wide range of service in\nHong Kong, including interior design, fit out services, project management and application service. OFA HK provides design and fit out\nservices for commercial and residential buildings. The design service includes both the consultation with its staff and the actual design\nwork and OFA HK provides a specific conceptualized design with layout plans, detailed design drawings, advice relating to, among other\nthings, budgetary consideration, optimal use of space, the materials, fittings, furniture, appliances and other items to be used with\nan aim to produce a preliminary design plan and quotation for clients’ considerations. Fit out works include installing protective\nmaterials to cover floors or walls, installing or constructing partition walls, windows and window frames and decorative fittings, furniture\nor fixtures, installing plumbing systems as well as installing switches, power outlets, telephone wiring, computer outlet covers and\nother electrical and wiring works. OFA HK is also focused on innovation, efficiency, and scalability, transitioning from a traditional\nproject-based model to a subscription-based model for AI tools, real estate development and senior care infrastructure.\n\n \n\nIn\nMay 2025, OFA HK entered into a Co-Development Agreement (the “Co-Development Agreement”) with a third-party contractor\nto co-develop the OFA QikBIM system. Under that agreement the contractor will develop AI software for automated architectural\ndesign and generation of structural and MEP construction drawings. The system is being designed for use by architects and designers,\nwith potential future inclusion of building authorities.\n\n \n\nIn\nMarch 2026, the Company entered into a Real World Asset Tokenization Service Agreement (the “Tokenization Agreement”) with\nMD Queens Development LLC, or its designated special purpose vehicle (the “Real World Asset”), in connection with a proposed\nmixed-use real estate development project located in Long Island City, New York (the “Project”). Pursuant to the Tokenization\nAgreement, the Company, through its Hearth RWA tokenization platform, will provide certain blockchain-based tokenization infrastructure\nand related technology services in connection with the Project.\n\n \n\n**Reorganization**\n\n \n\nA\nreorganization of the corporate structure of the Company (the “Reorganization”) was completed on August 29, 2024. Prior to\nthe Reorganization, OFA HK, the operating entity, was directly controlled by the R-Opus Inc., Consequently, OFA became the holding company\nof OFA HK on August 29, 2024. OFA and OFA HK resulting from Reorganization have always been under the common control of the same controlling\nshareholders before and after the Reorganization. The consolidation of these entities has been accounted for at historical cost and prepared\non the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying\nconsolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities\ncombined from the beginning of the period to the end of the period, eliminating the effects of any intra-entity transactions.\n\n \n\nF-9\n\n \n\n \n\nThe\naccompanying consolidated financial statements reflect the activities of OFA and the following:\n\n \n\nSCHEDULE\nOF CONSOLIDATED FINANCIAL STATEMENTS OF ENTITY\n\n**Subsidiaries**\n \n\n**Date\nof Incorporation**\n\n \n\n**Jurisdiction\nof Formation**\n\n \n\n**Percentage\nof direct/indirect Economic Ownership**\n\n \n**Principal\nActivities**\n\nOffice\nFor Fine Architecture Limited (OFA HK)\n \nJanuary\n31, 2013\n \nHong\nKong\n \n100%\n \nProviding\ndesign, fit out, project management and application services for commercial, residential and industrial properties, real estate development,\nsenior care infrastructure.\n\nOFA\nFinancial, Inc. (OFA Financial)\n \nJune\n11, 2025\n \nDelaware,\nUSA\n \n100%\n \nEmpowering\ngrowth-stage and cross-border companies in their journey toward successful market entry and expansion in the United States.\n\nOFA\nFinancial HK Limited (HK Financial)\n \nSeptember\n10, 2025\n \nHong\nKong\n \n100%\n \nActivities\nof head offices; management and management consultancy activities.\n\nOFA\nAsset Management, Inc.\n \nNovember\n18, 2025\n \nDelaware,\nUSA\n \n100%\n \nHolding\nand managing investment vehicles and special purpose entities focused on land development assets and digital assets; overseeing asset\nstructuring, tokenization initiatives, and asset-level management.\n\nOffice\nfor Fine Architecture, Inc.\n \nSeptember\n4, 2025\n \nCalifornia,\nUSA\n \n100%\n \nProviding\narchitectural design, planning, and consulting services for U.S.-based projects, including coordination with clients, contractors,\nand regulatory authorities.\n\nHearth\nLabs Inc.\n \nNovember\n18, 2025\n \nDelaware,\nUSA\n \n100%\n \nProviding\ntechnology infrastructure and software solutions for digital asset and real-world asset (RWA) platforms, including smart contract\ndevelopment, digital registries, and related data management and platform services.\n\nGuangzhou\nZhiyi Consulting Services Co., Ltd.\n \nOctober\n22, 2025\n \nPeople’s\nRepublic of China (“PRC”)\n \n100%\n \nProviding\nfinancial advisory services, information consulting services and other consulting and planning services.\n\n \n\nF-10\n\n \n\n \n\n**Initial\nPublic Offering**\n\n \n\nOn\nMay 22, 2025, OFA Group (the “Company”) completed its initial public offering (the “IPO”) of 3,750,000 Ordinary Shares, par value $0.001 per share, at a public offering price of $4.00 per share, generating gross proceeds of $15 million, before deducting\nunderwriting discounts and offering expenses. In connection with the IPO, the underwriters exercised their over-allotment option in full\nto purchase an additional 562,500 Ordinary Shares, par value $0.001 per share, at the public offering price of $4.00 per share. The over-allotment\noption exercise closed on June 5, 2025.\n\n \n\nPrior\nto the completion of the IPO, deferred offering costs, which consisted primarily of accounting, legal and other professional fees directly\nattributable to the IPO, were capitalized within other current assets in the consolidated balance sheet. Upon the completion of the IPO,\nsuch deferred offering costs were reclassified to shareholders’ equity as a reduction of the IPO proceeds.\n\n \n\n**NOTE\n2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**Basis\nof Presentation**\n\n \n\nThe\nCompany’s consolidated financial statements and the notes thereto have been prepared in accordance with accounting principles generally\naccepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange\nCommission (“SEC”). The Company’s fiscal year end date is March 31.\n\n \n\nThe\nconsolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany\ntransactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.\n\n \n\n**Transition\nfrom Foreign Private Issuer Status**\n\n \n\nThe\nCompany previously qualified as a “foreign private issuer” (as defined in Rule 3b-4 under the Securities Exchange Act of\n1934, as amended) and reported with SEC on foreign private issuer forms, including its annual report on Form 20-F. As required, the Company\nre-assessed its foreign private issuer status as of September 30, 2025 and determined that it no longer qualified as a foreign private\nissuer as of that date.\n\n \n\nAccordingly,\neffective April 1, 2026, the Company became subject to the reporting and other requirements applicable to U.S. domestic registrants.\nBeginning with the period covered by this report, the Company reports on domestic forms, including this Annual Report on Form 10-K, and\nis also subject to quarterly reporting on Form 10-Q, current reporting on Form 8-K, the SEC’s proxy rules, the reporting and short-swing\nprofit provisions of Section 16, and Regulation FD. This Annual Report on Form 10-K is the Company’s first annual report filed\nas a U.S. domestic filer; prior annual periods were reported on Form 20-F.\n\n \n\nF-11\n\n \n\n \n\n**Going\nConcern**\n\n \n\nThe\naccompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets\nand the satisfaction of liabilities and commitments in the normal course of business.\n\n \n\nFor\nthe year ended March 31, 2026, the Company incurred a net loss of $8,022,816 and had an accumulated deficit of $9,126,384 and a net working\ncapital deficit of $4,111,677 as of March 31, 2026. These conditions raise substantial doubt about the Company’s ability to continue\nas a going concern within one year after the date these consolidated financial statements are issued.\n\n \n\nIn\nresponse to these conditions, management has developed plans intended to alleviate such substantial doubt, including: (i) proceeds upon\nthe completion of the Company’s on-going Real World Asset Tokenization Agreements; (ii) access to additional committed\nequity financing under the Company’s Securities Purchase Agreement; (iii) the management of operating expenditures and discretionary\nspending to preserve liquidity; and (iv) the continued generation of revenue from the Company’s design, fit-out, project management\nand platform services. In addition, a substantial portion of the Company’s current liabilities consists of contract liabilities\nrepresenting consideration received in advance of the satisfaction of performance obligations, which are expected to be settled through\nthe delivery of services rather than the payment of cash.\n\n \n\nManagement\nbelieves that these plans, which are probable of being effectively implemented, will provide the Company with sufficient liquidity to\nmeet its obligations as they become due for at least twelve months from the date these consolidated financial statements are issued.\nAccordingly, management has concluded that its plans alleviate the substantial doubt about the Company’s ability to continue as\na going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification\nof asset carrying amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue\nas a going concern.\n\n \n\n**Emerging\nGrowth Company Status**\n\n \n\nThe\nCompany is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities\nAct”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage\nof certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth\ncompanies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the\nSarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and\nexemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden\nparachute payments not previously approved.\n\n \n\nFurther,\nSection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting\nstandards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do\nnot have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting\nstandards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements\nthat apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of\nsuch extended transition period which means that when a standard is issued or revised and it has different application dates for public\nor private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies\nadopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which\nis neither an emerging growth company nor an emerging growth company which opted out of utilizing the emerging growth company reduced\nreporting requirements difficult.\n\n \n\nF-12\n\n \n\n \n\n**Use\nof Estimates and Assumptions**\n\n \n\nThe\npreparation of the Company’s audited consolidated financial statements in conformity with U.S. GAAP requires the management to\nmake estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities\nat the date of the audited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.\nThese estimates and judgments are based on historical information, information that is currently available to the Company and on various\nother assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management,\ninclude, but are not limited to, the allowance for doubtful accounts, allowance for deferred tax assets, uncertain tax position, incremental\nborrowing rates used in calculation of the operating lease right-of-use assets and operating lease liabilities, the estimated cost and\nthe input measure method used in revenue recognition, the valuation of share-based compensation expenses, and where consideration is\nreceived in cryptocurrency, fair value at the date of contract inception and the appropriate principal-market reference. Actual results\ncould differ from those estimates, and as such, differences could be material to the audited consolidated financial statements.\n\n \n\n**Reclassification\nof Prior Year Presentation**\n\n \n\nCertain\nprior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect\non the reported results of operations.\n\n \n\n**Foreign\nCurrency Translation and Transaction**\n\n \n\nThe\nCompany’s principal country of operations is Hong Kong. The financial position and results of its operations are determined using\nHong Kong Dollars (“HK$”), the local currency, as the functional currency. The Company’s audited consolidated financial\nstatements are reported using the U.S. Dollars (“US$” or “$”). Under the current rate method, the results of\noperations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange\nduring the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the\napplicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical\nrate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts\nrelated to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the\ncorresponding balances on the balance sheets. Translation adjustments arising from the use of different exchange rates from period to\nperiod are included as a separate component of accumulated other comprehensive income (loss) included in consolidated statements of changes\nin shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s consolidated statements\nof operations and comprehensive income (loss).\n\n \n\nThe\nfollowing table outlines the currency exchange rates that were used in preparing the consolidated financial statements:\n\n \n\nSCHEDULE\nOF FOREIGN CURRENCY TRANSLATIONS\n\n  \n March\n31, 2026  \n March\n31, 2025 \n\nYear-end spot rate \n US$1=HK$7.84  \n US$1=HK$7.78 \n\nAverage rate \n US$1=HK$7.80  \n US$1=HK$7.79 \n\n \n\n**Cash**\n\n \n\nCash\nincludes cash on hand and demand deposits in accounts maintained with commercial banks that can be added or withdrawn without limitation.\nThe Company maintains the bank accounts in Hong Kong, U.S. and PRC. Cash balances in bank accounts in Hong Kong are insured under the\nDeposit Protection Scheme introduced by the Hong Kong Government for a maximum amount of US$ 63,776 (HK$500,000). Cash balances in bank\naccounts in Hong Kong are not otherwise insured by the Federal Deposit Insurance Corporation or other programs. Cash balances in bank\naccounts in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to a maximum amount of US$ 250,000 per\ndepositor, per insured bank.\n\n \n\nF-13\n\n \n\n \n\n**Restricted\ncash**\n\n \n\nAs\nof March 31, 2026, the Company had restricted cash of $1,680,000 held in a non-interest-bearing escrow account maintained at East West\nBank by Finuvia LLC, Finuvia LLC is a affiliate of Precursor Capital Limited, the shareholder of the Company. The escrowed funds are not available for the Company’s general use\nand remain subject to release only upon satisfaction of the conditions specified in the underlying agreements. Because the Company retains\ncontrol over the disbursement of these funds and the conditions for release had not been met as of the balance sheet date, the amounts\ncontinue to be reported as the Company’s assets and are classified as restricted cash. The restricted cash balance is comprised\nof the following two arrangements:\n\n \n\nGoFresh\nEscrow — $800,000. On March 31, 2026, the Company has funded $800,000 into escrow representing the principal of a Convertible Promissory\nNote (Convertible Promissory Note agreement signed on April 1, 2026) issued by Go Fresh 365 Inc. The note bears interest at 6% per annum\n(accruing only from the date funds are released from escrow), matures twelve months from its effective date, and is convertible into\nthe borrower’s common stock at $1.00 per share, subject to a 4.99% beneficial ownership limitation (waivable to 9.99%). The funds\nmay be used solely for expenses related to the borrower’s intended uplisting to the NASDAQ Capital Market and are released only\nupon the Company’s prior written consent against executed engagement documentation and invoices, with disbursements made directly\nto the applicable service providers. As of the balance sheet date, no funds had been released from escrow and no interest had accrued.\n\n \n\nQikBIM\nEscrow — $880,000. In connection with an Intellectual Property Assignment and Co-Ownership Agreement dated March 31, 2026, under\nwhich the Company’s affiliate, Office for Fine Architecture Limited, agreed to acquire a 50% undivided co-ownership interest in\nthe QikBIM system for an aggregate purchase price of $17,500,000, the Company deposited $880,000 into the same escrow account on March\n31, 2026. This deposit constitutes a portion of, and not an addition to, the total purchase price and is to be credited against the supplemental\nconsideration payable to the seller. The escrowed amount is held pending release to the seller on or before December 31, 2026 in accordance\nwith the joint written instructions of the buyer and the seller.\n\n \n\nThe\nCompany includes restricted cash with cash when reconciling the beginning and ending balances shown in the consolidated statements of\ncash flows, in accordance with ASC 230.\n\n \n\n**Accounts\nReceivable, net**\n\n \n\nAccounts\nreceivables are recorded at invoiced amounts, net of an allowance for credit losses, and do not bear interest. In accordance with Accounting\nStandards Update No. 2016-13 *“Financial Instruments-Credit Losses” (“ASC 326”)*, the Company measures its\nallowance for credit losses using an expected credit loss model that reflects the Company’s current estimate of expected credit\nlosses inherent in the enterprise and the accounts receivable balance. In determining the expected credit losses, the Company considers\nits historical loss experience, the aging of its accounts receivable balance, current economic and business conditions, and anticipated\nfuture economic events that may impact collectability. The Company reviews its allowance for credit losses periodically and, as needed,\namounts are written-off when determined to be uncollectible. As of March\n31, 2026 and 2025, none and $17,733 allowance for credit losses were recognized respectively.\n\n \n\nF-14\n\n \n\n \n\n**Deferred\nOffering Costs**\n\n \n\nThe\nCompany complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses\nof Offering”. Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and\nwould be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist\nof professional and registration fees that are directly related to the Proposed Public Offering. Should the in-process equity financing\nbe abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements\nof (loss) income and comprehensive (loss) income.\n\n \n\nAs\nof March 31, 2026 and 2025, the Company had incurred deferred offering costs of $1,100,000 and $266,028, respectively. The deferred offering\ncosts of $1,100,000 as of March 31, 2026 consisted of the following two components. First, during the year ended March 31, 2026, as consideration\nfor the Investor’s execution and delivery of the Agreement, the Company agreed to pay the Investor a commitment fee in an aggregate\namount equal to $1,000,000 (the “Commitment Fee”), payable in Ordinary Shares (the “Commitment Shares”). The\nCommitment Fee may be paid in cash, Commitment Shares, or any combination thereof at the Company’s sole discretion. Second, the\nCompany’s subsidiary, OFA Capital I Acquisition Corp., incurred $100,000 of professional and registration costs directly attributable\nto its proposed IPO. On May 21, 2025, upon completion of the IPO, the Company charged the $266,028 of deferred offering costs incurred\nduring the year ended March 31, 2025 against the proceeds received from the IPO.\n\n \n\n**Property,\nplant and equipment, net**\n\n \n\nProperty,\nplant and equipment (including construction in progress) are stated at cost less accumulated depreciation and impairment charges. Depreciation\nis calculated primarily based on the straight-line method (after taking into account their respective estimated residual values) over\nthe estimated useful lives of the assets except the depreciation method for mold and tooling:\n\n \n\nSCHEDULE\nOF PROPERTY, PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES\n\n  \nUseful\nLife\n\nEquipment \n5-10 years\n\nHardware \n5-10 years\n\n \n\n**Intangible\nAsset**\n\n \n\nThe\nCompany’s intangible assets consist primarily of software and an exclusive license related to an artificial intelligence–based\nsoftware platform. The Company accounts for intangible assets in accordance with ASC 350, *Intangibles—Goodwill and Other*.\nIntangible assets acquired in an asset acquisition are initially recognized at cost, which represents the fair value of the consideration\ntransferred. Costs incurred in connection with the development of internal-use software that is subject to a perpetual, royalty-free,\nand exclusive license are capitalized once technological feasibility has been established, while costs incurred prior to that point are\nexpensed as incurred.\n\n \n\nFollowing\ninitial recognition, intangible assets are carried at cost less accumulated amortization and any accumulated impairment losses. Intangible\nassets with finite useful lives are amortized on a straight-line basis over their estimated useful lives, which reflect the period over\nwhich reflect management’s best estimate of the period over which the assets are expected to contribute to future cash flows. The\nCompany reviews the amortization period and method at least annually and adjusts them prospectively if there are changes in expected\nuseful life or the pattern of economic benefit consumption.\n\n \n\nAs\nof March 31, 2026, the Company’s intangible assets primarily relate to an artificial intelligence software system. The intangible\nassets are amortized over a 5five-year estimated useful life.\n\n \n\nF-15\n\n \n\n \n\n**Impairment\nof Long-Lived Assets**\n\n \n\nThe\nCompany reviews the recoverability of its long-lived assets, such as property and equipment, whenever events or changes in circumstances\n(such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying\namount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value\nof the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual\ndisposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize\nan impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash\nflows. For the years ended March 31, 2026 and 2025, no impairment of long-lived assets was recognized.\n\n \n\n**Leases**\n\n \n\nThe\nCompany adopted ASU 2016-02 Leases (Topic 842) (“Topic 842”) issued by the FASB. The adoption of Topic 842 resulted in the\npresentation of operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets.\n\n \n\nThe\nCompany has assessed the following: (i) whether any expired or existing contracts are or contains a lease, (ii) the lease classification\nfor any expired or existing leases, and (iii) initial direct costs for any expired or existing leases (i.e. whether those costs qualify\nfor capitalization under ASU 2016-02). The Company also elected the short-term lease exemption for certain classes of underlying assets\nincluding office space, warehouses and equipment, with a lease term of 12 months or less.\n\n \n\nThe\nCompany determines whether an arrangement is or contain a lease at inception. A lease for which substantially all the benefits and risks\nincidental to ownership remain with the lessor is classified by the lessee as an operating lease. All leases of the Company are currently\nclassified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease\nliability, current, and operating lease liability, non-current in the Company’s consolidated balance sheets. Please refer to Note\n10 for the disclosures regarding the Company’s method of adoption of ASC 842 and the impacts of adoption on its financial position,\nresults of operations and cash flows.\n\n \n\nROU\nassets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation\nto make lease payments arising from the lease. The operating lease ROU assets and lease liabilities are recognized at lease commencement\ndate based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit\nrate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the\npresent value of lease payments. The operating lease ROU assets also includes any lease payments made and excludes lease incentives.\nThe Company’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets\nand lease liabilities when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are\nrecognized on a straight-line basis over the lease term.\n\n \n\nFor\noperating leases with a term of one year or less, the Company has elected not to recognize a lease liability or ROU asset on its consolidated\nbalance sheets. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term. Short-term lease\ncosts are immaterial to its consolidated statements of operations and cash flows. The Company has operating lease agreements with insignificant\nnon-lease components and has elected the practical expedient to combine and account for lease and non-lease components as a single lease\ncomponent.\n\n \n\nThe\nCompany reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews\nthe recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the\nasset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset\nfrom the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount\nof operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future\npre-tax cash flows. For the year ended March 31, 2026\nand 2025, the Company did not have any impairment loss against its operating lease ROU assets.\n\n \n\nF-16\n\n \n\n \n\n**Share-based\nCompensation**\n\n \n\nThe\nCompany applies ASC No. 718, “Compensation-Stock Compensation,” which requires that share-based payment transactions with\nemployees and nonemployees upon adoption of ASU 2018-07, be measured based on the grant date fair value of the equity instrument and\nrecognized as compensation expense over the requisite service period, with a corresponding addition to equity. Under this method, compensation\ncost related to employee share options or similar equity instruments is measured at the grant date based on the fair value of the award\nand is recognized over the period during which an employee is required to provide service in exchange for the award, which generally\nis the vesting period. In addition to requisite service period, the Company also evaluates the performance condition and market condition\nunder ASC 718-10-20. For an award which contains both a performance and a market condition, and where both conditions must be satisfied\nfor the award to vest, the market condition is incorporated into the fair value of the award, and that fair value is recognized over\nthe employee’s requisite service period or nonemployee’s vesting period if it is probable the performance condition will\nbe met. If the performance condition is ultimately not met, compensation cost related to the award should not be recognized (or should\nbe reversed) because the vesting condition in the award has not been satisfied. The expense resulting from share-based payments is recorded\nin general and administrative expense in the consolidated statements of operations. Please\nrefer to Note 15 for more information.\n\n \n\n**Mezzanine\nequity**\n\n \n\nWhere\nordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely\nwithin the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified\nas ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be\npermanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future.\n\n \n\nThe\nSeries A Preferred Shares (“Series A Preferred Shares”) was accounted for as mezzanine equity in accordance with\nASC 480.\n\n \n\n**Fair\nValue of Financial Instruments**\n\n \n\nThe\nfair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability\n(as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants\nat the measurement date. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivables\nand other current assets, amounts due from/(to) related parties, accrued liabilities, and other current liabilities, approximate their\nfair values because of the short maturity of these instruments and market rates of interest.\n\n \n\nASC\n825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would\nbe received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement\ndate. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize\nthe use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as\nfollows:\n\n \n\n \nLevel\n1 -\nQuoted\nprices in active markets for identical assets and liabilities.\n\n \n \n \n\n \nLevel\n2 -\nQuoted\nprices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either\ndirectly or indirectly, for substantially the full term of the financial instrument.\n\n \n \n \n\n \nLevel\n3 -\nUnobservable\ninputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no\nmarket data.\n\n \n\nF-17\n\n \n\n \n\nThe\nCompany considers the carrying amount of its financial assets and liabilities, which consist primarily of cash and cash equivalent, accounts\nreceivable, contract assets, current maturities of operating lease liabilities, accrued liabilities, contract liabilities, due to related\nparties, and current maturities of long-term bank borrowings approximate the fair value of the respective assets and liabilities as of\nMarch 31, 2026 and 2025 due to their short-term nature.\n\n \n\n**Revenue\nRecognition**\n\n \n\nThe\nCompany adopted the revenue standard Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.\nThe core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services\nto customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or\nservices. The following five steps are applied to achieve that core principle:\n\n \n\nStep\n1: Identify the contract with the customer\n\n \n\nStep\n2: Identify the performance obligations in the contract\n\n \n\nStep\n3: Determine the transaction price\n\n \n\nStep\n4: Allocate the transaction price to the performance obligations in the contract\n\n \n\nStep\n5: Recognize revenue when the company satisfies a performance obligation.\n\n \n\nThe\nCompany enters into agreements with clients that create enforceable rights and obligations and for which it is probable that the Company\nwill collect the consideration to which it will be entitled as services transfer to the customer. It is customary practice for the Company\nto have the agreements with its customers in writing, orally, or in accordance with other customary business practices. The Company recognizes\nrevenue based on the consideration specified in the applicable agreement.\n\n \n\nThe\ncontracts which the Company enters into with the clients are fixed price and provide for milestone billings based upon the attainment\nof specific project objectives to ensure the Company meets its contractual requirements. Additionally, contracts may include retentions\nor holdbacks paid at the end of a project to ensure that Company meets the contract requirements. However, since the customer does not\nhave the option to purchase the warranty separately and there are no additional services to the customer during the retention period\nbut to ensure all goods and services meet the criteria as specified in the contract, such warranty shall not be accounted for as a separate\nperformance obligation. The Company historically incurs a very minimum cost during the retention period, the Company does not expect\nany significant liability to be incurred and no further provision made in the accounts. The Company does not assess whether a contract\ncontains a significant financing component if the Company expects, at contract inception, that the period between payment by the customers\nand the transfer of promised services to the customers will be less than one year.\n\n \n\nF-18\n\n \n\n \n\n*Design\nand Fit out Services*\n\n \n\nThe\nCompany identifies the delivery of design and fit out services to the customer to be the performance obligation in the contract. Since\nthe Company has concluded that the promises to be delivered on the contract would be one single performance obligation, no allocation\nof the transaction price is required and expected. As a professional interior design and fit out service provider, the Company recognizes\nrevenue based on the Company’s effort or inputs to the satisfaction of a performance obligation over time as work progresses because\nof the continuous transfer of control to the customer and the Company’s right to bill the customer as costs are incurred.\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 issue 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\nThe\nCompany uses the ratio of actual costs incurred to total estimated costs since costs incurred (an input method) represent a reasonable\nmeasure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned. This method faithfully\ndepicts the transfer of value to the customer when the Company is satisfying a performance obligation that entails a number of interrelated\ntasks or activities for a combined output that requires the Company to coordinate the work of employees and subcontractors. Contract\ncosts typically include direct labor, subcontract and consultant costs, materials and indirect costs related to contract performance.\nChanges in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes\nthe effect of revised estimates to be recognized in the current period. Changes in estimates can routinely occur over the contract term\nfor a variety of reasons including, changes in scope, unanticipated costs, delays or favorable or unfavorable progress than original\nexpectations. When the outcome of the contract cannot be reasonably measured, revenue is recognized only to the extent of contract costs\nincurred that are expected to be recovered. In situations where the estimated costs to perform exceeds the consideration to be received,\nthe Company accrues the entire estimated loss during the period the loss becomes known.\n\n \n\nThe\nCompany’s contracts may contain variable consideration in the form of unpriced or pending change orders or claims that either increase\nor decrease the contract price. Variable consideration is generally estimated using the expected value method but may from time to time\nbe estimated using the most likely amount method depending on the circumstance. Estimated amounts are included in the transaction price\nto the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated\nwith the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends.\n\n \n\nThe\nCompany recognizes claims against vendors, sub-consultants, subcontractors and others as a reduction in costs when the contract establishes\nenforceability, and the amounts of recovery are reasonably estimable and probable. Reduction in costs is recognized at the lesser of\nthe amount management expects to recover or costs incurred.\n\n \n\nAs\nof March 31, 2026, the Company had transaction price allocated to remaining performance for design and fit out projects amounting to\n$377,974 which is expected to the satisfaction of a performance obligation within 12 months from March 31, 2026 using an input measure\nmethod.\n\n \n\nF-19\n\n \n\n \n\n*Project\nManagement Services*\n\n \n\nThe\nCompany provides project management services as part of its comprehensive architectural design offerings. The performance obligation\nis identified as the delivery of these project management services to the customer. Given that the promises to be delivered under the\ncontract constitute a single performance obligation, no allocation of the transaction price is required. The Company has concluded that\nits performance obligation in providing project management services meets the criteria for recognition over time under ASC 606-10-25-27(a).\nThis criterion is met when the customer simultaneously receives and consumes the benefits provided by the Company’s performance\nas it occurs. Revenue from project management services is recognized over time, evenly throughout the service period. The total contract\nprice is determined at the inception of the contract and is allocated proportionally over the service period. This method ensures that\nrevenue recognition reflects the continuous transfer of control of the services to the customer on a straight-line basis.\n\n \n\nAs\nof March 31, 2026, the Company had transaction price allocated to remaining performance for project management services projects amounting\nto $140,317, which is expected to the satisfaction of a performance obligation within 12 months from March 31, 2026 using an input measure\nmethod.\n\n \n\n*Application\nServices*\n\n \n\nThe\nCompany provides application services as part of its comprehensive architectural design offerings. The performance obligation is identified\nas the approval acquired. Given that the promises to be delivered under the contract constitute a single performance obligation, no allocation\nof the transaction price is required. The Company has determined that its performance obligation in providing application services meets\nthe criteria for recognition at a point time under ASC 606, as control is transferred to the customer upon application approval acquired.\n\n \n\nAs\nof March 31, 2026, the Company had transaction price allocated to remaining performance for application services amounting to $30,401\nwhich is expected to the satisfaction of a performance obligation within 12 months from March 31, 2026.\n\n \n\n*Design-only\nServices*\n\n \n\nThe\nCompany identifies the delivery of design-only services to the customer as the performance obligation in the contract. Since the promises\nunder the contract constitute a single performance obligation, there is no requirement for an allocation of the transaction price. As\na provider of professional architectural design services, the Company recognizes revenue based on the progress of its work over time,\nusing an input method that reflects the continuous transfer of control to the customer and aligns with the Company’s right to bill\nas costs are incurred.\n\n \n\nAs\nof March 31, 2026, the Company had none transaction price allocated to remaining performance for design-only services projects which\nis expected to the satisfaction of a performance obligation within 12 months from March 31, 2026.\n\n \n\nF-20\n\n \n\n \n\n*Revenue\nfrom Hearth Platform Services*\n\n \n\nThe\nCompany recognizes revenue from Hearth platform technology fees in accordance with ASC 606, Revenue from Contracts with Customers. Each\nHearth Service Agreement is accounted for as a contract with a customer containing two distinct performance obligations: (i) initial\nplatform setup, consisting of delivery of the platform architecture blueprint, API credentials, and the Token Configuration Interface;\nand (ii) smart contract deployment and platform integration. The transaction price is the fixed platform technology fee specified in\nthe agreement and is not contingent on the success of any capital-raising activity, token sale, or token-holder return. Consideration\nreceived in cryptocurrency is measured at its U.S.-dollar equivalent on the date the customer obtains control of the related deliverable,\nconsistent with the noncash-consideration guidance in ASC 606-10-32-21.\n\n \n\nRevenue\nis recognized at the point in time at which control of each deliverable transfers to the client, evidenced by completion of the applicable\ncontractual milestone. The Company has concluded that over-time recognition under ASC 606-10-25-27 is not appropriate because the client\ndoes not control an asset that is enhanced during the performance period and the Company does not have an enforceable right to payment\nfor performance completed to date. Payments received in advance of satisfying a performance obligation are recorded as contract liabilities\nand recognized as revenue upon milestone completion.\n\n \n\nService\nArrangement Settled in Digital Assets\n\n \n\nDuring\nthe year ended March 31, 2026, the Company, acting through its Hearth real world asset tokenization platform, entered into a Tokenization Agreement, dated March 31, 2026, with MD Queens Development LLC (or its designated\nspecial purpose vehicle) (the “Real World Asset”) to provide blockchain-based tokenization infrastructure and related technology services\nin connection with the Client’s mixed-use real estate development project located in Long Island City, New York. Under the Agreement,\nthe Company is entitled to a non-refundable Platform Technology Fee of $15,000,000, payable in two equal installments and settleable\nin U.S. dollars or in cryptocurrency.\n\n \n\nThe\nconsideration received constitutes noncash consideration under ASC 606. Noncash consideration is measured at the fair value of the consideration\nreceived at contract inception.\n\n \n\nThe\nClient elected to settle the first installment of the Platform Technology Fee through the transfer of 12,500,000 PropDeFi tokens (“PPDF”)\non March 31, 2026. The PPDF received was issued by the customer and was established on March 25, 2026, shortly before the transfer to\nthe Company. As of the date of receipt, the PPDF had not enough established trading history, was not traded in an active market, and\nwas subject to significant liquidity restrictions. Based on these factors, the Company determined that the fair value of the noncash\nconsideration received was not reliably measurable as of March 31, 2026.\n\n \n\nBecause\nthe services had not been finished as of March 31, 2026 and the fair value of the noncash consideration was not reliably measurable,\nthe Company has not recognized any revenue with respect to the Service Arrangement for the period. Consistent with its policy for consideration\nreceived in advance of performance, the Company recorded the arrangement as a contract liability; however, because the fair value of\nthe consideration received could not be reliably measured, no contract liability and the related digital assets received were recorded\nas of March 31, 2026.\n\n \n\nThe\nCompany will reassess the arrangement in subsequent periods. Revenue, and any associated remeasurement of the consideration received,\nwill be recognized when (i) the related performance obligation is satisfied and (ii) the fair value of the consideration received becomes\nreliably measurable, such as upon the development of an active trading market for the PPDF or upon disposition. Any subsequent recognition\ncould differ materially from the stated contract value, and the ultimate amount realized, if any, is subject to significant uncertainty.\n\n \n\nF-21\n\n \n\n \n\nThe\nCompany’s key revenues streams are as below:\n\n \n\nSCHEDULE\nOF KEY REVENUE STREAMS\n\n  \n2026  \n2025 \n\n  \nFor\nthe years ended March 31, \n\n  \n2026  \n2025 \n\nProject Income \n    \n   \n\nDesign and\nfit-out \n 609,486  \n 97,440 \n\nOthers \n 107,399  \n 104,567 \n\nTotal \n$716,885  \n$202,007 \n\nRevenue Project Income \n$716,885  \n$202,007 \n\n \n\n**Warranty**\n\n \n\nThe\nCompany generally provides limited warranties for work performed under its contracts. At the time a sale is recognized, the Company records\nestimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at completion and these warranties are\nnot service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty\nexperience or Company’s best estimate. There were no such reserves for the years ended March 31, 2026 and 2025 because the Company’s\nhistorical warranty expenses were immaterial to the Company’s audited consolidated financial statements. As such, there were no\nwarranty reserves recorded as of March 31, 2026 and 2025.\n\n \n\n**Contract\nAssets and Contract Liabilities**\n\n \n\nProjects\nwith performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported\non consolidated balance sheets as “Contract assets”. Provisions for estimated losses of contract assets on uncompleted contracts\nare made in the period in which such losses are determined.\n\n \n\nContract\nassets have billing term with unconditional right to be billed beyond one year are classified as non-current assets.\n\n \n\nContract\nliabilities on uncompleted contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance\nof work performed and revenue recognized and provisions for losses. The majority of these amounts are expected to be earned within twelve\nmonths and are classified as current liabilities.\n\n \n\n**Selling,\nGeneral and Administrative Expenses**\n\n \n\nSelling,\ngeneral, and administrative expenses consist primarily of rent, insurance, utilities, and other customary operating expenses. All the\ncosts are charged to operations when incurred. The Company recorded selling, general and administrative expenses of $1,445,961 and $369,991\nfor the years ended March 31, 2026 and 2025, respectively.\n\n \n\n**Advertising\nand Marketing Expenses**\n\n \n\nAdvertising\nexpenses primarily include costs related to online marketing, promotional materials, industry publications, and participation in design\nexhibitions and trade shows. The Company recorded advertising expense of $530,467 and $20,558 for the years ended March 31, 2026 and\n2025, respectively.\n\n \n\n**Government\nSubsidies**\n\n \n\nGovernment\nsubsidies primarily relate to non-recurring entitlements granted by the Hong Kong government pursuant to the Employment Support Scheme\nunder the Anti-epidemic Fund. The Company recognizes government subsidies as other income when they are received because they are not\nsubject to any past or future conditions. Government subsidies received and recognized as other income totaled $9,029 and $20,018 for\nthe years ended March 31, 2026 and 2025, respectively.\n\n \n\nF-22\n\n \n\n \n\n**Cost\nof Revenue**\n\n \n\nThe\nCompany’s cost of revenue is primarily comprised of the material, subcontracting labor and overhead costs. These costs are expenses\nas incurred.\n\n \n\n**Income\nTaxes**\n\n \n\nThe\nCompany accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable\nto differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective\ntax bases.\n\n \n\nDeferred\ntax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary\ndifferences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized\nin income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets\nto the amount expected to be realized.\n\n \n\nThe\nprovisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for\nconsolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This\ninterpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred\nincome tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.\n\n \n\nPenalties\nand interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.\n\n \n\nThe\nCompany believes there were no uncertain tax positions as of March 31, 2026 and 2025, respectively. The Company does not expect that\nits assessment regarding unrecognized tax positions will materially change over the next 12 months. The Company is not currently under\nexamination by an income tax authority, nor has been notified that an examination is contemplated.\n\n \n\n**Comprehensive\nIncome (Loss)**\n\n \n\nComprehensive\nincome (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss)\nrefers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded\nfrom net income. Other comprehensive income (loss) consists of foreign currency translation adjustments resulting from the Company translating\nits consolidated financial statements from functional currency into reporting currency.\n\n \n\nF-23\n\n \n\n \n\n**Earnings/(Loss)\nPer Share**\n\n \n\nThe\nCompany computes earnings/(loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC\n260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing\nincome available to ordinary shareholders of the Company by the weighted average Ordinary Shares outstanding during the period. Diluted\nEPS takes into account the potential dilution that could occur if securities or other contracts to issue Ordinary Shares were exercised\nand converted into Ordinary Shares, using the treasury stock method. Potentially dilutive securities include stock options, warrants,\nand convertible instruments. As of March 31, 2026 and 2025, there were no dilutive shares.\n\n \n\n**Segment\nReporting**\n\n \n\nThe\nCompany operates as one segment, in which management uses one measure of profitability, and the Company’s assets are mainly located\nin Hong Kong. The Company does not operate separate lines of business or separate business entities with respect to any of its product\ncandidates. Accordingly, the Company does not have separately reportable segments.\n\n \n\n**Related\nParties**\n\n \n\nParties,\nwhich can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control\nthe other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also\nconsidered to be related if they are subject to common control or common significant influence, such as a family member or relative,\nshareholder, or a related corporation.\n\n \n\n**Commitments\nand Contingencies**\n\n \n\nThe\nCompany accounts for contingencies in accordance with ASC 450-20, Contingencies - Loss Contingencies. In the normal course of business,\nthe Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of\nmatters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment\ncan be reasonably estimated.\n\n \n\nIf\nthe assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be\nestimated, then the estimated liability is accrued in the Company’s consolidated financial statements. If the assessment indicates\nthat a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then\nthe nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would\nbe disclosed.\n\n \n\nLoss\ncontingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee\nwould be disclosed.\n\n \n\n**Significant\nRisks**\n\n \n\n*Currency\nRisk*\n\n \n\nThe\nGroup’s operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized\nassets and liabilities and net investments in foreign operations. The Group considers the foreign exchange risk in relation to transactions\ndenominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$.\n\n \n\nF-24\n\n \n\n \n\n*Concentration\nand Credit Risk*\n\n \n\nFinancial\ninstruments that potentially subject the Company to the concentration of credit risks consist of cash and accounts receivable. The maximum\nexposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. The Company deposits its cash with\nfinancial institutions located in Hong Kong, U.S. and PRC. As of March 31, 2026 and 2025, $2,713,466 and $31,950 were deposited with\nfinancial institutions located in Hong Kong, U.S., and PRC. The Deposit Protection Scheme introduced by the Hong Kong Government insured\neach depositor at one bank for a maximum amount of US$63,776 (HK$500,000). Otherwise, these balances are not covered by insurance. Cash\nbalances in bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to a maximum amount\nof US$ 250,000 per depositor, per insured bank. The Company believes that no significant credit risk exists as these financial\ninstitutions have high credit quality and the Company has not incurred any losses related to such deposits.\n\n \n\nFor\nthe years ended March 31, 2026 and 2025, the Company’s assets were mainly located in Hong Kong and all of the Company’s revenue\nwere derived from Hong Kong. For the year ended March 31, 2026, two customers accounted for approximately 83% and 12% of the Company’s\ntotal revenue. For the year ended March 31, 2025, two customers accounted for approximately 20% and 17% of the Company’s total\nrevenue.\n\n \n\nFor\nthe year ended March 31, 2026, one subcontractor accounted for approximately 98% of the Company’s total purchases. For the year\nended March 31, 2025, one subcontractor accounted for approximately 54% of the Company’s total purchases.\n\n \n\n*Interest\nrate risk*\n\n \n\nFluctuations\nin market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed\nto floating interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material.\nThe Company has not used any derivative financial instruments to manage the interest risk exposure.\n\n \n\n**Subsequent\nevent**\n\n \n\nThe\nCompany evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated\nfinancial statements are available to be issued. Material subsequent events that required recognition or additional disclosure in the\naudited consolidated financial statements are presented.\n\n \n\n**Recently\nissued accounting pronouncements**\n\n \n\nRecently\nissued accounting pronouncements not yet adopted\n\n \n\nIn\nDecember 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): *Improvements to Income Tax Disclosures*, which provides qualitative\nand quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency\nof income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation\nby jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2025,\nfor emerging growth companies, with early adoption permitted. The amendments should be applied prospectively however; retrospective application\nis also permitted. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.\n\n \n\nF-25\n\n \n\n \n\nIn\nNovember 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated\ndisclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within\nrelevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition\nof selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years\nbeginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued\nfor reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated\nfinancial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included\nin our consolidated financial statements once adopted. We are currently evaluating the provisions of this ASU.\n\n \n\nIn\nNovember 2024, the FASB issued ASU No. 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of\nConvertible Debt Instruments, which clarifies the requirements related to accounting for the settlement of a debt instrument as an induced\nconversion. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, including interim\nperiods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated\nfinancial statements.\n\n \n\nIn\nJuly 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts\nReceivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions\nat the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts\nreceivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods\nwithin those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption\nis permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated\nfinancial statements.\n\n \n\nIn\nSeptember 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):\nTargeted Improvements to the Accounting for Internal-Use Software. The ASU simplifies the capitalization guidance by removing all references\nto prescriptive and sequential software development stages (referred to as “project stages”) throughout ASC 350-40. The ASU\nis effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Adoption of this ASU\ncan be applied prospectively for reporting periods after its effective date; or follow a modified transition approach that is based on\nthe status of the respective projects and whether software costs were capitalized before the date of adoption; or retrospectively to\nany or all prior periods presented in the consolidated financial statements. Early adoption is permitted. We are currently evaluating\nthe provisions of this ASU.\n\n \n\n**NOTE\n3. ACCOUNT RECEIVABLES, NET**\n\n \n\nAccounts\nreceivable, net consisted of the following at March 31, 2026 and 2025:\n\n \n\nSCHEDULE\nOF ACCOUNTS RECEIVABLES, NET\n\n  \nMarch\n31, 2026  \nMarch\n31, 2025 \n\nAccounts receivable \n$3,700  \n 25,213 \n\nLess: allowance for doubtful\naccounts \n -  \n (17,733)\n\nAccounts receivable,\nnet \n$3,700  \n$7,480 \n\n \n\nThe\nmovement of allowance for doubtful accounts are as follows:\n\n \n\nSCHEDULE OF MOVEMENT OF ALLOWANCE FOR DOUBTFUL ACCOUNTS\n\n  \nMarch\n31, 2026  \nMarch\n31, 2025 \n\nBeginning balance \n$17,733  \n - \n\nWrite-off \n (17,733) \n - \n\nAddition \n -  \n 17,708 \n\nExchange difference \n -  \n 25 \n\nEnding balance \n$-  \n 17,733 \n\n \n\nF-26\n\n \n\n \n\n**NOTE\n4. CONTRACT ASSETS/(LIABILITIES)**\n\n \n\nProjects\nwith performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported\non the Company’s balance sheets as “Contract assets”. Provisions for estimated losses of contract assets on uncompleted\ncontracts are made in the period in which such losses are determined. Contract assets that have billing terms with unconditional rights\nto be billed beyond one year are classified as non-current assets.\n\n \n\nContract\nassets consisted of the following at March 31, 2026 and 2025:\n\n \n\nSCHEDULE\nOF CONTRACT ASSETS\n\n  \nMarch\n31, 2026  \nMarch\n31, 2025 \n\nRevenue recognized to date \n$717,067  \n$54,113 \n\nLess: progress billings to date \n (715,973) \n (45,659)\n\nExchange difference \n 1,959  \n 12 \n\nContract assets \n$3,053  \n$8,466 \n\nContract assets, current \n$3,053  \n$8,466 \n\n \n\nContract\nliabilities consisted of the following at March 31, 2026 and 2025:\n\n \n\nSCHEDULE\nOF CONTRACT LIABILITIES\n\n  \nMarch\n31, 2026  \nMarch\n31, 2025 \n\nBillings\nin advance of performance obligation under contracts \n$62,191  \n$131,564 \n\n \n\nContract\nliabilities related to contracts are balances due to customers under contracts. This arises if a particular milestone payment exceeds\nthe revenue recognized to date under the cost-to-cost method.\n\n \n\nThe\nmovement in contract liabilities is as follows:\n\n \n\nSCHEDULE\nOF MOVEMENT IN CONTRACT LIABILITIES\n\n  \nMarch\n31, 2026  \nMarch\n31, 2025 \n\nBeginning Balance \n$131,564  \n$101,718 \n\nDecrease in contract liabilities as a result\nof recognizing revenue during the period was included in the contract liabilities at the beginning of the period \n (93,063) \n (47,095)\n\nIncrease in contract liabilities as a result\nof billings in advance of performance obligation under contracts \n 24,320  \n 76,343 \n\nExchange difference \n (630) \n 598 \n\nEnding Balance \n$62,191  \n$131,564 \n\n \n\nF-27\n\n \n\n \n\n**NOTE\n5. PROPERTY AND EQUIPMENT**\n\n \n\nProperty\nand equipment, net consisted of the following:\n\n \n\nSCHEDULE\nOF PROPERTY AND EQUIPMENT, NET\n\n  \nMarch\n31, 2026  \nMarch\n31, 2025 \n\nEquipment \n 3,866  \n - \n\nHardware \n 992,996  \n - \n\nProperty, plant and equipment, gross \n 992,996  \n - \n\nLess: accumulated depreciation \n (99,878) \n - \n\nProperty, plant and equipment,\nnet \n$896,984  \n$- \n\n \n\nDuring\nthe years ended March 31, 2026 and 2025, the Company incurred depreciation expense of $99,878 and none, respectively.\n\n \n\n**NOTE\n6. INTANGIBLE ASSETS**\n\n \n\nOn\nMay 23, 2025, the Company entered into a Co-Development Agreement with Alan to AI Consultancy Co. Limited (“the Contractor”)\nfor the co-development of the Acquired IP. This system is an AI software designed for architecture design and automated generation of\nstructural and MEP (Mechanical, Electrical, and Plumbing) construction drawings. Under the agreement, while the core QikBIM system\nintellectual property (IP) initially remains with the Contractor, the Company secures a perpetual, irrevocable, worldwide, royalty-free\nlicense to use, modify, and distribute the software, including access to its source code. Crucially, the Company holds exclusive rights\nfor the use, management, and operation of the system in North America and Hong Kong for five years from final completion, after which\nthe license becomes non-exclusive globally. Furthermore, the Company has an option, exercisable within three years of final completion,\nto either purchase the IP rights for the North American and Hong Kong version of the system or acquire equity in the Contractor (“the\nOption”). All development fees paid by the Company will be converted towards the acquisition cost if this option is exercised.\nThe total contractual consideration for the acquisition was $14,993,500. Due to foreign currency translation at the applicable exchange\nrate on the reporting date, as further detailed in Note 2 (Foreign Currency Translation), the recorded amount in the financial statements\nis $14,995,881.\n\n \n\nOn\nMarch 31, 2026, the Company entered into an Intellectual Property Assignment and Co-Ownership Agreement with Alan To AI Consultancy Co.\nLimited, pursuant to acquire a 50% undivided co-ownership interest in certain intellectual property relating to the QikBIM\nsystem, including rights relating to the United States and Hong Kong standards adaptation and commercialization versions thereof (the\n“Acquired IP”). The aggregate purchase price for the Acquired IP is $17,500,000. Prior payments made by the Company to the\nContractor in the aggregate amount of $11,994,800 have been credited against the purchase price. Due to foreign currency translation\nat the applicable exchange rate on the reporting date, the recorded amount in the financial statements is $16,002,793.\n\n \n\nAs\nof March 31, 2026, $5,505,676 (HK$43,147,932) remained unpaid and is recorded within accrued liabilities on the consolidated balance\nsheet.\n\n \n\nIntangible\nassets consisted of the following at each balance sheet date:\n\n SCHEDULE\nOF INTANGIBLE ASSETS\n\nCosts: \nMarch\n31, 2025  \nAdditions  \nDisposal  \nMarch\n31, 2026 \n\nArtificial intelligence software \n -  \n 17,502,381  \n - \n 17,502,381 \n\nBlockchain Application\nDevelopment \n -  \n 70,000  \n -  \n 70,000 \n\nTotal \n -  \n 17,572,381  \n - \n 17,572,381 \n\nAccumulated amortization: \n    \n    \n    \n   \n\nArtificial intelligence software \n -  \n (1,499,588) \n -  \n (1,499,588)\n\nBlockchain Application\nDevelopment \n -  \n (700) \n -  \n (700)\n\nTotal \n -  \n (1,500,288) \n -  \n (1,500,288)\n\n  \n    \n    \n           \n   \n\nCarrying\namounts \n -  \n 16,072,093  \n - \n 16,072,093 \n\n \n\nF-28\n\n \n\n \n\nAmortization\nof the intangible asset during the years ended March 31, 2026 and 2025, was $1,500,288. No intangible assets or amortization is booked\nas of March 31, 2025 and for the year ended March 31, 2025.\n\n \n\nArtificial intelligence software\ninitially recognized under the May 23, 2025 Co-Development Agreement were recorded at $14,995,881.\nOn March 31, 2026, the Company entered into an Intellectual Property Assignment and Co-Ownership Agreement with the Contractor,\nwhich amended, restated and superseded the license-and-option arrangement under the Co-Development Agreement. As a result, the\nCompany derecognized the $14,995,881 of\nintangible assets previously recognized under the Co-Development Agreement; and the newly acquired 50%\nco-ownership interest in the Acquired IP at $17,502,381,\nreflecting translation from the Company’s functional currency at the applicable exchange rates. No revenue related to QikBIM\nhas been generated for the year ended March 31, 2026.\n\n \n\nThe\nfuture amortization of the intangible asset is as follows:\n\n SCHEDULE\nOF FUTURE AMORTIZATION OF INTANGIBLE ASSETS\n\nYear\nEnding March 31, \nAmount \n\n2027 \n$3,214,559 \n\n2028 \n 3,214,559 \n\n2029 \n 3,214,559 \n\n2030 \n 3,214,559 \n\n2031 \n 3,213,857 \n\nTotal Intangible Asset\nAmortization \n$16,072,093 \n\n \n\n**NOTE\n7. ACCRUED LIABILITIES**\n\n** **\n\nAs\nof March 31, 2024 and 2025, accrued liabilities were comprised of the following:\n\n** **SCHEDULE\nOF ACCRUED LIABILITIES\n\n****\n\n  \nMarch 31, 2026  \nMarch 31, 2025 \n\nSystem migration services \n 360,900  \n - \n\nIntangible assets purchase \n 5,505,676  \n - \n\nProfessional fees for legal and accounting services \n 123,287  \n - \n\nPayroll liabilities \n 33,261  \n - \n\nOther short-term liabilities \n 20,222  \n 2,182 \n\nTotal accrued liabilities \n$6,043,346  \n$2,182 \n\n** **\n\n**NOTE 8.\nRELATED PARTIES TRANSACTIONS**\n\n \n\nAs\nof March 31, 2026 and 2025, the Company had amounts due to related parties of $286,160 and $48,462, respectively. This amount includes\nconsulting fees payable to the Directors, project expenses, office administration and general expenses paid by the Director on behalf\nof the Company. The amounts due are non-interest bearing, unsecured and have no fixed repayment terms.\n\n \n\nOn\nApril 28, 2025, the Company entered into a service agreement (the “Agreement”) with Greentree Financial Group, Inc. (“Greentree”),\npursuant to which Greentree agreed to provide professional services regarding compliance with U.S. GAAP and SEC rules. As consideration\nfor these services, the Company issued 200,000 shares of its Class A Ordinary Shares to Greentree. The service fees were considered fully\nearned upon the execution of the Agreement. The Company recognized stock-based compensation expense based on the fair value of the shares\nat $4.00 per share, referencing the offering price on May 19, 2025, the date the Company’s shares commenced trading. Accordingly,\nthe Company recognized stock-based compensation expense of $800,000 related to this grant during the period ended December 31, 2025.\nOn December 18, 2025, the Company and Greentree entered into an amendment to the Agreement (the “Addendum”). Under the terms\nof the Addendum, the Company agreed to issue an additional 350,000 shares of Class A Ordinary Shares to Greentree as a professional service\nfee. These shares were issued and vested immediately upon the signing of the Addendum. Accordingly, the Company recognized share-based\ncompensation expense of $220,500 (the shares were valued at $0.63 per share based on the closing market price on the date of issuance)\nrelated to this grant during the year ended March 31, 2026.\n\n \n\nF-29\n\n \n\n \n\nOn\nApril 2, 2024, the Company entered a $600,000 bridge loan agreement with Precursor Capital Limited (“Precursor”). The loan\nbears interest at an annual rate of 12% and is intended exclusively to cover the expenses related to the proposed listing, convertible\ninto 600,000 Class A Ordinary Shares at a conversion price of $1 per share upon the election of conversion. On September 12, 2024, the\nloan was converted at the conversion price of $1 per share and 600,000 Class A Ordinary Shares were issued to Precursor Capital Limited.\nSimultaneously, the accrued interest of $32,153 was forgiven. For the year ended March 31, 2025, the total amount of offering costs and\nother general and administrative expenses incurred amounted to $520,547 which will be paid through the loan proceeds. The remaining balance\nof $79,453, which was not utilized for expenses, will be either paid in cash by Precursor to the Company or otherwise transferred in\naccordance with the terms of the agreement. As of March 31, 2026, the remaining balance was $0. With over payment of $392, total $79,845\nwas booked into equity for the year ended March 31, 2026.\n\n \n\nOn\nOctober 29, 2025, the Company entered into purchase agreement (the “PIPE Purchase Agreement”) with a group of\ninstitutional investors (collectively, the “Buyers”), providing for the issuance and sale, in multiple closings, of up\nto $50,000,000\nin stated value of the Company’s newly authorized Series A Preferred Shares. Each share of Series A Preferred has a stated\nvalue of $1,000\nand is convertible into Ordinary Shares of the Company (“Ordinary Shares”) in accordance with the related Certificate of\nDesignations. The Initial Closing under the PIPE Purchase Agreement provided for the issuance of $1,500,000\nin stated value of Series A Preferred, with subsequent closings providing for $500,000\n(Second Closing), $4,000,000\n(Third Closing) and up to the program maximum in one or more Additional Closings. One of the Buyers under the PIPE Purchase\nAgreement is TriCore Foundation, LLC (“TriCore”), which is identified in the PIPE Purchase Agreement as the\n“Affiliate Buyer.” During the year ended March 31, 2026, the Company received gross proceeds of $2,700,000\nfrom TriCore under the PIPE Purchase Agreement for 3,000\nshares of Series A Preferred Shares. On March 27,\n2026, TriCore converted the 3,000\nshares of Series A Preferred Shares into Class A\nOrdinary Shares. As of March 31, 2026, TriCore held 9,270,965\nClass A Ordinary Shares and 0 Series A Preferred\nShares.\n\n \n\nOn\nAugust 30, 2024, the Company entered into an Executive Employment Agreement with Mr. Li Hsien Wong, the Chief Executive Officer. The\nagreement became effective on May 15, 2025 (the “Effective Date”), coinciding with the effectiveness of the Company’s\nregistration statement on Form F-1. Pursuant to the agreement, Mr. Wong is entitled to an annual equity grant of 100,000 Class A Ordinary Shares. For the calendar year 2025, Mr. Wong will receive an initial grant pro-rated for the period from the Effective Date through December\n31, 2025. Subsequent annual grants of 100,000 Class A Ordinary Shares are scheduled to be awarded on January 1 of each year during the\nemployment period, subject to continued employment. For the initial grant awarded on the Effective Date, the Company determined the grant\ndate fair value to be $4.68 per share, based on the market closing price on May 21, 2025. Accordingly, the Company recognized share-based\ncompensation expense of $535,520 related to this grant during the year ended March 31, 2026.\n\n \n\nOn\nDecember 30,2025, the Company executed the purchase agreement with FNHK Inc., CP COWORK LIMITED and R-OPUS Inc (“the Purchaser”).\nAs of February 2026, the Company had fully received the consideration and issued 6,666,667 Class B Ordinary Shares to FNHK Inc., 6,666,666\nClass B Ordinary Shares to CP COWORK LIMITED and 6,666,667 Class B Ordinary Shares to R-OPUS Inc, a par value of US$0.001 each.\n\n \n\nThe\nCompany issued 1,500 Preferred Shares to Greentree Financial Group, Inc. (“Greentree”) for net proceeds of $1,300,000.\n\n \n\nOn\nFebruary 26, 2026, the Company received net proceeds of $ 227,237 for the Third Preferred Shares of the Securities Purchase Agreement\nfrom Greentree. The proceeds were recorded as liabilities to be settled in 300 shares of convertible redeemable preferred shares within\ncurrent liabilities in the consolidated balance sheet as of March 31, 2026. 300 shares were issued on February 24, 2026.\n\n \n\nOn\nMarch 30, 2026, Greentree elected to convert 420 shares of Series A Preferred Shares into Class A Ordinary Shares of the Company\npursuant to the Certificate of Designations. The aggregate conversion amount of $511,429 was comprised of the stated value of the converted\npreferred shares of $421,520 (reflecting the 110% multiplier set forth in the Certificate of Designations) and accrued and unpaid dividends\nof $47,557. Based on a conversion price of $0.3622 per share, the Company issued 1,412,023 Class A Ordinary Shares upon conversion, which\nwere delivered electronically through the facilities of The Depository Trust Company. No cash proceeds were received by the Company in\nconnection with the conversion, and the carrying amount of the converted preferred shares, together with the related accrued dividends,\nwas reclassified to permanent equity (Class A Ordinary Shares and additional paid-in capital).\n\n \n\nAs\nnoted in note 2, the Company had restricted cash of $1,680,000 held in a non-interest-bearing escrow account maintained by Finuvia LLC,\nan affiliate of Precursor Capital Limited, the Company’s shareholder. During the year ended March 31, 2026, the Company entered into\na service agreement with Finuvia LLC to explore the Japan market, for a total amount of $200,000, and a financial advisory service agreement\nfor a monthly fee of $20,000.\n\n \n\nF-30\n\n \n\n \n\n**NOTE\n9. LOAN PAYABLE**\n\n \n\nOn\nOctober 5, 2023, the Company borrowed a 10-years term loan of $475,434 (HK$3,697,002) as working capital at an annual interest rate of\nHong Kong Prime Lending Rate minus 2.25% per annum under the loan agreement with HSBC (Hong Kong) signed on October 13, 2023. Repayments\nare to be made on a monthly basis throughout the term of the loan. The loan was under the SME Financing Guarantee Scheme (“Scheme”),\nthe Scheme was launched on January 1, 2011 by The Hong Kong Mortgage Corporation Limited (“HKMC”), to ease the cash flow\nproblems of Enterprises adversely affected by the outbreak of COVID-19, a Special 100% Loan Guarantee would be introduced under the Scheme.\nThe loans under the Special 100% Loan Guarantee are fully guaranteed by the Hong Kong Government at a concessionary low-interest rate.\n\n \n\nOn\nJanuary 2, 2025, due to a general decline in the market lending rate, the applicable annual interest rate was automatically adjusted\nby the lender from 3.125% to 3.000% pursuant to the original loan agreement. As of March 31, 2026, a principal payment of $3,317 had\nbeen made, reducing the outstanding loan balance to $470,249.\n\n \n\nLoan\npayable is as follows as of March 31, 2026 and 2025:\n\n SCHEDULE\nOF BANK BORROWINGS\n\n  \nInterest\nrate  \nMarch\n31, 2026  \nMarch\n31, 2025 \n\nHSBC (Hong\nKong) - 100% Guarantee Loan \n 3.000% \n$470,249  \n$473,566 \n\n  \n    \n    \n   \n\nLess: current portion\nof long-term bank borrowings \n    \n (22,192) \n (378)\n\nNon-current portion\nof long-term bank borrowings \n    \n$448,057  \n$473,188 \n\n \n\nInterest\nexpense pertaining to the above bank borrowings for the years ended March 31, 2026 and 2025 amounted to $13,725 and $44,875, respectively.\n\n \n\nMaturities\nof the loan payable were as follows:\n\n SCHEDULE\nOF MATURITIES OF LOAN PAYABLE\n\n  \nAs\nof March 31 \n\n2027 \n$22,192 \n\n2028 \n 46,985 \n\nThereafter \n 401,072 \n\nTotal loan payables \n$470,249 \n\n \n\nF-31\n\n \n\n \n\n**NOTE\n10. LEASE**\n\n \n\nThe\nCompany leases office space in Hong Kong under a non-cancelable operating lease agreement executed on June 26, 2023, with a term ending\nAugust 15, 2025. This lease has been extended to end on August 17, 2027.\n\n \n\nIn\nApril 2024, the Company entered two additional non-cancelable operating lease agreements for office spaces located in Rolling Hills Estates,\nCalifornia. The first lease commenced on April 10, 2024, and expired on November 30, 2025. The Company has renewed the lease agreement\nwith leasing period from December 1, 2025 to December 31, 2026. The second lease began on April 22, 2024, and was terminated on April\n30, 2025. This has been extended to October 30, 2026. In November 2024, the Company entered another lease for office space in Rolling\nHills Estates, which commenced on November 11, 2024, and will expire on December 31, 2025 and this lease has been extended to December\n31, 2026.\n\n \n\nOn\nDecember 26, 2025, the Company entered an operating lease agreement for its office in Guangzhou, PRC. The lease will be expired on December\n25, 2026.\n\n \n\nThe\nbalances for the operating leases where the Company is the lessee are presented within the balance sheets as follows:\n\n SCHEDULE\nOF OPERATING LEASES\n\n  \nAs\nof\nMarch 31, 2026  \n\n**As\nof March 31, 2025**\n \n\nOperating leases: \n    \n   \n\nOperating\nlease right-of-use assets \n$635,622  \n$37,999 \n\n  \n    \n   \n\nOperating lease liabilities, current \n$164,391  \n$38,109 \n\nOperating lease liabilities,\nnoncurrent \n 454,404  \n - \n\nTotal operating lease liabilities \n$618,795  \n$38,109 \n\n  \n    \n   \n\nWeighted average remaining lease term (in years) \n 4.52  \n 0.43 \n\nWeighted average discount rate (%) \n 3.63% \n 3.63%\n\n \n\nThe\ncomponents of lease expenses for the years ended March 31, 2026 and 2025 were as follows:\n\n SCHEDULE\nOF LEASES EXPENSES\n\n  \n2026  \n2025 \n\n  \nFor\nthe years ended March 31, \n\n  \n2026  \n2025 \n\nOperating\nlease cost \n$110,324  \n$73,351 \n\nCost of other leases with\nperiod less than one year and variable lease costs \n 3,906  \n 6,664 \n\n  \n    \n   \n\nTotal\nlease expenses \n$114,230  \n$80,015 \n\n  \n    \n   \n\nWeighted average discount rate (%) \n 3.63% \n 3.63%\n\n \n\nSupplemental\ncash flow information related to leases for the years ended March 31, 2026 and 2025 were as follows:\n\n SCHEDULE\nOF CASH FLOW INFORMATION RELATED TO LEASES\n\nCash paid\nfor amounts included in the measurement of lease liabilities: \n2026  \n2025 \n\n  \nFor\nthe years ended March 31, \n\nCash paid\nfor amounts included in the measurement of lease liabilities: \n2026  \n2025 \n\nOperating\ncash flows from operating leases \n$114,230  \n$80,015 \n\nSupplemental noncash information: \n    \n   \n\nRight-of-use assets\nobtained in exchange for lease obligation: \n$662,368  \n$82,402 \n\n \n\nF-32\n\n \n\n \n\nAs\nof March 31, 2026, the maturities of operating lease liabilities (excluding short-term lease) are as follows:\n\n SCHEDULE\nOF MATURITIES OF OPERATING LEASE LIABILITIES\n\nAs\nof March 31, \nOperating\nLease \n\n2027 \n$183,904 \n\n2028 \n 126,973 \n\n2029 \n 117,382 \n\n2030 \n 117,382 \n\n2031 \n 127,163 \n\nTotal lease payments \n 672,804 \n\nLess: Imputed interest \n (54,009)\n\nPresent value of lease\nliabilities \n$618,795 \n\nLess: current portion \n (164,391)\n\nLease obligations, noncurrent \n 454,404 \n\n \n\nAs\nof March 31, 2025, the maturities of operating lease liabilities (excluding short-term lease) are as follows:\n\n \n\nAs\nof March 31, \nOperating\nLease \n\n2026 \n$38,566 \n\nTotal lease payments \n 38,566 \n\nLess: Imputed interest \n (457)\n\nPresent value of lease\nliabilities \n$38,109 \n\nLess: current portion \n (38,109)\n\nLease obligations, noncurrent \n$- \n\n \n\n**NOTE\n11. SHAREHOLDERS’ EQUITY**\n\n \n\n**Class\nA Ordinary Shares**\n\n \n\nThe\nCompany is authorized to issue 100,000,000 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares, both with a par value of $0.001\nper share. As of March 31, 2026 and 2025, the Company had 25,430,128 and 9,611,111 Class A Ordinary Shares issued and outstanding, respectively.\n\n \n\nIn\nJuly 2024, Wong Li Hsien, OFA HK’s previous shareholder, sold 17,500 Class A Ordinary Shares of OFA HK to FNHK Inc. and 32,500\nshares to R-Opus Inc., while Chong Wai Wong, OFA HK’s previous shareholder, sold 17,500 Class A Ordinary Shares of OFA HK to CP\nCOWORK LIMITED and 32,500 shares to R-Opus Inc. Following the completion of the transactions, FNHK Inc., R-Opus Inc. and CP COWORK LIMITED\nbecame the new shareholders of OFA HK.\n\n \n\nIn\nAugust 2024, OFA Group was incorporated in the Cayman Islands and became the holding company pursuant to the Reorganization described\nin Note 1. In connection with the Reorganization, 50,000,000 authorized shares of OFA were designated as Class A Ordinary Shares. Each\nordinary share has $0.001 par value and is entitled to one vote. Upon the Reorganization, on August 24, 2024, OFA issued an aggregate\nof 7,711,111 Class A Ordinary Shares to shareholders of OFA HK in exchange for respective equity interests that they held in OFA HK immediately\nbefore the Reorganization. Share data have been retrospectively restated to give effect to the reorganization that is discussed in Note\n1.\n\n \n\nOn\nApril 2, 2024, the Company entered a $600,000 bridge loan agreement with Precursor Capital Limited (“Precursor”) to finance\nexpenses related to the proposed listing. The loan bears interest at an annual rate of 12% and was convertible into 600,000 Class A Ordinary Shares at a conversion price of $1 per share upon the election of conversion. On September 12, 2024, Precursor elected to convert the\nfull outstanding principal of $600,000, and 600,000 Class A Ordinary Shares were issued. For the year ended March 31, 2025, the total\namount of offering costs and other general and administrative expenses incurred amounted to $520,547 which will be paid through the loan\nproceeds. The remaining balance of $79,453, which was not utilized for expenses, will be either paid in cash by Precursor to the Company\nor otherwise transferred in accordance with the terms of the agreement. As of March 31, 2026, the remaining balance was $0. With over\npayment of $392, total $79,845 was booked into equity for the year ended March 31, 2026.\n\n \n\nF-33\n\n \n\n \n\nShare-based\nCompensation\n\n \n\nOn\nMarch 25, 2024, the Company also entered into agreements with certain consultants and advisors for services provided in connection with\nthe Company’s initial public offering. Under the terms of these agreements, on September 25, 2024, the Company issued an aggregate\nof 1,300,000 Class A Ordinary Shares as consideration for advisory and consulting services rendered. The fair value of these Class A\nOrdinary Shares was determined to be $0.066 per share, as valued by an independent third party using the income approach. Based on this\nfair value, the total share-based compensation recognized amounted to $85,800.\n\n \n\nFor\nthe year ended March 31, 2026, a total of 550,000 shares were issued for professional service. Please refer to Note 14 for more information.\n\n \n\nIPO\n\n \n\nOn\nMay 22, 2025, the Company completed its IPO of 3,750,000 Ordinary Shares, par value $0.001 per share, at a public offering price of $4.00\nper share, resulting in gross proceeds of approximately $15.0 million, before underwriting discounts and offering expenses. In connection\nwith the IPO, the underwriters exercised their over-allotment option in full to purchase an additional 562,500 Class A Ordinary Shares,\npar value $0.001 per share, at the public offering price of $4.00 per share. The over-allotment option exercise closed on June 5, 2025.\nDeferred offering costs of $266,028 were offset against the proceeds from the IPO.\n\n \n\nSeries\nA Preferred Shares Conversion\n\n \n\nOn\nMarch 30, 2026, Greentree elected to convert 420 shares of Series A Preferred Shares into Class A Ordinary Shares of\nthe Company pursuant to the Certificate of Designations. The aggregate conversion amount of $511,429 was comprised of the stated value\nof the converted preferred shares of $421,520 (reflecting the 110% multiplier set forth in the Certificate of Designations) and accrued\nand unpaid dividends of $47,557. Based on a conversion price of $0.3622 per share, the Company issued 1,412,023 Class A Ordinary Shares\nupon conversion, which were delivered electronically through the facilities of The Depository Trust Company. No cash proceeds were received\nby the Company in connection with the conversion, and the carrying amount of the converted preferred shares, together with the related\naccrued dividends, was reclassified to permanent equity (Class A Ordinary Shares and additional paid-in capital). As of March 31, 2026, Greentree held 1,762,023 Class A Ordinary Shares\nand 1,080 Series A Preferred Shares.\n\n \n\nOn\nMarch 27, 2026, TriCore elected to convert 3,000 Preferred Shares (aggregate stated value of $3,300,000, reflecting a 110% multiplier)\ninto 9,270,965 Class A Ordinary Shares at a conversion price of $0.35595 per share. The Ordinary Shares were issued in certificated form\nto TriCore. As of March 31, 2026, TriCore held 9,270,965 Class A Ordinary Shares and 0 Series A Preferred Shares.\n\n \n\nAtsion\nOpportunity Fund LLC Agreement\n\n \n\nOn\nJuly 14, 2025, the Company entered into the Purchase Agreement (the “Atsion Purchase Agreement”) with Atsion Opportunity\nFund LLC – Series 1 (“Atsion”), pursuant to which the Company have the right, but not the obligation, to sell up\nto $100,000,000\n(which may be increased to $200,000,000\nupon mutual agreement by us and Atsion) of Class A Ordinary Shares, to Atsion, subject to the terms and conditions set forth\ntherein. In furtherance of the Equity Facility, the Company and Atsion also entered into a related Registration Rights Agreement\npursuant to which the Company have agreed to register for resale on a registration statement on Form S-1 the Class A Ordinary Shares\nissuable to Atsion pursuant to the Equity Facility.\n\n \n\nIn\nconsideration for entering into the Purchase Agreement, the Company have agreed to issue Atsion 250,000 Commitment Shares. If the aggregate\nvalue of the Commitment Shares, as determined pursuant to the Purchase Agreement, is less than $1,000,000, then the Company have agreed\nto pay Atsion the difference in cash. The Company have also agreed to reimburse Atsion for certain expenses. On March 24, 2026, the Company\nissued 250,000 Commitment Shares to Atsion in partial satisfaction of the Commitment Fee. In accordance with the terms of the Purchase\nAgreement, the Commitment Shares were valued at $0.4113 per share — the volume-weighted average price of the Company’s Ordinary Shares over the five trading days immediately preceding the effective date of the related registration statement — for an aggregate\nvalue of $102,825. Because the value of the Commitment Shares issued was less than the $1,000,000 Commitment Fee, the remaining unpaid\nbalance of $897,175 was recorded as a commitment fee payable within current liabilities in the consolidated balance sheet as of March\n31, 2026.\n\n \n\nF-34\n\n \n\n \n\nThe\nremaining Commitment Fee is payable in accordance with a Conditional Waiver of Covenant dated March 25, 2026 (the “Waiver”),\nunder which the Company and the Atsion agreed to a payment schedule consisting of: (i) $350,000 due within five days following the effective\ndate of the registration statement; (ii) $300,000 due on the three-month anniversary of the effective date; and (iii) the remaining balance\ndue on the six-month anniversary of the effective date. If the Company fails to make any scheduled payment when due, the entire unpaid\nbalance becomes, at Atsion’s election, immediately due and payable, together with liquidated damages accruing at 1% of the Commitment\nFee per day.\n\n \n\nOn\nJune 3, 2026, the Company and Atsion entered into Amendment No. 1 to the Waiver, granting the Company the right, upon a payment default,\nto settle all or any portion of the unpaid balance by issuing Ordinary Shares (“Default Shares”) in a number equal to the\nunpaid amount divided by the volume-weighted average price of the Ordinary Shares on the trading day immediately preceding issuance,\nsubject to a cap of 3,000,000 shares. In connection therewith, the Company delivered irrevocable instructions to its transfer agent reserving\n3,000,000 Ordinary Shares for potential issuance as Default Shares and agreed to file an amended registration statement on Form S-1 registering\nsuch shares.\n\n \n\n**Class B Ordinary Shares**\n\n \n\nOn\nNovember 24, 2025, the Company held an extraordinary general meeting of shareholders (the “EGM”). The Company’s shareholders\napproved the following proposals:\n\n \n\n(i)\nProposal 1: As an ordinary resolution, to increase the Company’s authorized share capital from US$50,000 divided into 50,000,000\nOrdinary Shares of a par value of US$0.001 each, to US$320,000 divided into 320,000,000 Ordinary Shares of a par value of US$0.001 each;\n\n \n\n(ii)\nProposal 2: As an ordinary resolution, subject to the approval of Proposal 1 by the shareholders, to amend the authorized share capital\nof the Company by (i) re-classifying and re-designating 120,000,000 Ordinary Shares as 100,000,000 Class A Ordinary Shares, par value\nUS$0.001, each with one vote per share and 20,000,000 Class B Ordinary Shares, par value US$0.001 each, with 25 votes per share. The\ncurrent issued and outstanding 14,123,611 Ordinary Shares of par value of US$0.001 each be and are re-classified and re-designated as\nClass A Ordinary Shares; and (ii) re-classify the remaining 200,000,000 shares as undesignated shares of a par value of US$0.001 (the\n“Un-designated Shares”) each, of such class or classes, however designated, as the board of directors may determine in accordance\nwith the amended and restated memorandum and articles of association of the Company (the “Re-designation of Shares”), such\nthat, immediately following the Re-designation of Shares, the authorized share capital of the Company shall be US$320,000 divided into\n320,000,000 shares comprising (i) 100,000,000 Class A Ordinary Shares; (ii) 20,000,000 Class B Ordinary Shares; and (iii) 200,000,000\nUn-designated Shares;\n\n \n\n(iii)\nProposal 3: As a special resolution, subject to the approval of Proposal 1 and Proposal 2 by the shareholders, to amend and restate the\nCompany’s amended and restated memorandum and articles of association (the “M&A”) by the deletion in their entirety\nand to approve and adopt the substitution in their place of the second amended and restated memorandum and articles of association (the\n“Second M&A”), with immediate effect in substitution for and to the exclusion of the M&A;\n\n \n\n(iv)\nProposal 4: As an ordinary resolution, subject to the approval of Proposals 1 – 3 by the shareholders, to issue 20,000,000 Class\nB Ordinary Shares each in the capital of the Company to FNHK Inc., CP COWORK LIMITED and R-OPUS Inc. at par value each, for an aggregate\nconsideration of US$20,000.00; On December 30,2025, the Company executed the purchase agreement with FNHK Inc., CP COWORK LIMITED and\nR-OPUS Inc (“the Purchaser”). As of February 2026, the Company had fully received the consideration and issued 6,666,667\nClass 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\nR-OPUS Inc.\n\n \n\nF-35\n\n \n\n \n\n(v)\nProposal 5: As an ordinary resolution, (i) the Company be authorized to enter into, execute, deliver and perform all obligations under\nthe Securities Purchase Agreement, the Certificate of Designations of Series A Preferred\nShares, par value UD$0.001 per share (the “CoD”) and the Registration Rights Agreement (the “RRA,” and together\nwith the Purchase Agreement and the CoD, the “Transaction Documents”), in each case substantially in the forms presented\nto the shareholders; (ii) the Company is authorized to issue and sell up to 50,000 Series A Preferred Shares, having an aggregate stated value of up to US$50,000,000, pursuant to and in accordance with the Transaction Documents\n(the “Private Placement” or the “Facility”); (iii) any Director and/or officer of the Company be authorized and\ndirected to negotiate, execute and deliver all agreements, documents and instruments necessary or desirable to establish, maintain and\ndraw upon the Private Placement; (iv) any Director and/or officer be authorized to take all such actions (including issuance of Preferred\nShares under the authorized Un-designated Shares, determining the rights attached to these preferred shares and submission of Registration\nStatement with the U.S. Securities and Exchange Commission) as may be necessary or appropriate in connection with the Facility and the\nPrivate Placement; (v) the Facility will be subscribed for up to US$18,000,000 by Greentree Financial Group, Inc.; and (v) the Facility\nwill be subscribed for up to US$32,000,000 by TriCore Foundation, LLC. The beneficial owners of TriCore Foundation, LLC are the three\nfounder shareholders and affiliates of the Company: (A) Li Hsien Wong, (B) Wai Wong Chong, and (C) R-Opus, Inc.;\n\n \n\n(vi)\nProposal 6: As an ordinary resolution, to establish and maintain a digital asset treasury for the purpose of holding, managing and investing\nin digital assets including cryptocurrencies and blockchain-based assets; and\n\n \n\n(vii)\nProposal 7: As an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and\nvote of proxies if, based upon the tabulated vote at the time of the EGM, there are not sufficient votes to approve any other proposal(s).\n\n \n\nOn\nDecember 30,2025, the Company executed the purchase agreement with FNHK Inc., CP COWORK LIMITED and R-OPUS Inc (“the Purchaser”).\nAs of February 2026, the Company had fully received the consideration and issued 6,666,667 Class B Ordinary Shares to FNHK Inc., 6,666,666\nClass B Ordinary Shares to CP COWORK LIMITED and 6,666,667 Class B Ordinary Shares to R-OPUS Inc, a par value of US$0.001 each.\n\n \n\nAs\nof March 31, 2026 and 2025, the Company had 20,000,000 and no Class B Ordinary Shares issued and outstanding, respectively.\n\n \n\n**Series\nA Preferred Shares — Mezzanine Equity**\n\n \n\nOn\nOctober 29, 2025, the Company entered into a PIPE Purchase Agreement with institutional investors to sell up to $50,000,000 in\nstated value of Series A Preferred Shares (“Preferred Shares”) across multiple closings at $900 per share (stated\nvalue $1,000). Preferred Shares have 12% cumulative dividends (default rate 15%); conversion at holder’s option at the lesser of\n$1.00 (Fixed) or 90% of lowest VWAP over 10 trading days (Variable), floor price $0.20; Company Optional Redemption at 120% of Conversion\nAmount; Holder Put Right upon uncured Triggering Event at 110% of Conversion Amount; Fundamental Transaction Redemption at 110%; and\nno voting rights. The Company issued 1,500 Preferred Shares to Greentree Financial Group, Inc. (“Greentree”) for net proceeds\nof $1,300,000 and 3,000 Preferred Shares to TriCore for net proceeds of $2,700,000.\n\n \n\nOn\nFebruary 26, 2026, the Company received net proceeds of $ 227,237\nfrom Greentree for the Third Preferred Shares of the PIPE Purchase Agreement. The proceeds were recorded as liabilities to be\nsettled in 300\nshares of convertible redeemable preferred shares within current liabilities in the consolidated balance sheet as of March 31, 2026. 300\nshares were issued on February 24, 2026.\n\n \n\nF-36\n\n \n\n \n\nOn\nMarch 27, 2026, TriCore Foundation LLC submitted a Notice of Conversion pursuant to the Certificate of Designations of Series A Preferred Shares of the Company. TriCore elected to convert 3,000 Preferred Shares (aggregate stated value of $3,300,000, reflecting a\n110% multiplier) into 9,270,965 Class A Ordinary Shares at a conversion price of $0.35595 per share. 9,270,965 Class A Ordinary Shares\nwere issued to TriCore. No cash proceeds were received by the Company in connection with the conversion.\n\n \n\nOn\nMarch 30, 2026, Greentree elected to convert 420 shares of Series A Preferred Shares into Class A Ordinary Shares of the Company\npursuant to the Certificate of Designations. The aggregate conversion amount of $511,429 was comprised of the stated value of the converted\npreferred shares of $421,520 (reflecting the 110% multiplier set forth in the Certificate of Designations) and accrued and unpaid dividends\nof $47,557. Based on a conversion price of $0.3622 per share, the Company issued 1,412,023 Class A Ordinary Shares upon conversion, which\nwere delivered electronically through the facilities of The Depository Trust Company. No cash proceeds were received by the Company in\nconnection with the conversion, and the carrying amount of the converted preferred shares, together with the related accrued dividends,\nwas reclassified to permanent equity (Class A Ordinary Shares and additional paid-in capital).\n\n \n\nAttributes\nof Series A Preferred Shares include but are not limited to the following:\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*Triggering\nEvents*. The Certificate of Designations contains triggering events (each, a “Triggering Event” including certain Bankruptcy\nTriggering Event (as defined therein)), including but not limited to: (i) failure of a registration statement for the shares of Class\nA Ordinary Shares underlying to be maintained effective; (ii) the suspension from trading or the failure to list the Class A Ordinary Shares within certain time periods; (iii) failure to declare or pay any dividend when due; (iv) the occurrence of any default under,\nredemption of or acceleration prior to maturity above agreed thresholds, (v) the Company’s failure to cure a conversion failure\nof failure to deliver shares of the Class A Ordinary Shares upon conversion, or notice of the Company’s intention not to comply\nwith 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*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, either\nas a separate series or class or together with any other series or class of share, and shall not be entitled to call a meeting of such\nholders for any purpose nor shall they be entitled to participate in any meeting of the holders of Class A Ordinary Shares, except as\nprovided in the Certificate of Designations (or as otherwise required by applicable law).\n\n \n\nF-37\n\n \n\n \n\nThe\nSeries A Preferred Shares was accounted for as Mezzanine Equity in accordance with ASC 480 - Distinguishing Liabilities from Equity.\n\n \n\nAs\nof March 31, 2026, the stock close price was $0.5080. The Company received a Nasdaq minimum bid price deficiency notice on December 17,\n2025, with a compliance deadline of June 9, 2026. For the periods that management determined it was probable that the Preferred Shares\nwould become redeemable, the Company had elected to carry the shares at the maximum redemption value, or fair value, in mezzanine equity\non the consolidated balance sheets. For all the reporting periods through March 31, 2026, all Preferred Shares were recognized at their\nmaximum redemption value.\n\n \n\nDuring\nthe years ended March 31, 2026 and 2025, the Company recognized $637,894 and nil, respectively, in accretion of the Preferred Shares\nto redemption value within mezzanine equity on the consolidated balance sheets. During the years ended March 31, 2026 and 2025, the Company\nrecognized $76,500 ($49,077 converted) and nil, respectively, for dividends on Series A Preferred Shares on the consolidated balance sheets.\n\n \n\n**Conversion\nof Series A Preferred Shares**\n\n \n\nL&H,\nholders of the Company’s Series A Preferred Shares, $0.001 par value per share, elected to convert a portion of their\nholdings into Class A Ordinary Shares in accordance with the Certificate of Designations, as follows:\n\n \n\nOn\nMarch 26, 2026, 110 shares of Series A Preferred Shares (aggregate stated value of $111,393, reflecting the 110% multiplier,\nand an aggregate conversion amount of $122,026 inclusive of accrued dividends) were converted at a conversion price of $0.356 ($0.3622\non the dividend portion) into 373,601 Class A Ordinary Shares.\n\n \n\nOn\nMarch 31, 2026, 150 shares of Series A Preferred Shares (aggregate stated value of $151,900, reflecting the 110% multiplier,\nand an aggregate conversion amount of $152,533 inclusive of accrued dividends) were converted at a conversion price of $0.3622 ($0.3625\non the dividend portion) into 463,117 Class A Ordinary Shares.\n\n \n\nIn\nthe aggregate, 260 shares of Series A Preferred Shares were converted into 836,718 Class A Ordinary Shares. The conversions\nwere effected pursuant to the terms of the Certificate of Designations and generated no cash proceeds to the Company. No Class A Ordinary Shares have been issued yet as of March 31, 2026.\n\n \n\n**Real\nWorld Asset Tokenization Service Agreement with MD Queens Development LLC**\n\n \n\nOn\nMarch 31, 2026, the Company, acting through its Hearth real world asset tokenization platform, executed a Real World Asset Tokenization\nAgreement with MD Queens Development LLC (or its designated special purpose vehicle) to provide blockchain-based tokenization\ninfrastructure and related technology services in connection with a mixed-use real estate development project located in Long Island\nCity, New York, in consideration for a non-refundable Platform Technology Fee of $15,000,000 payable in two equal installments. The Company\ncommenced performance under the agreement during the year ended March 31, 2026, and received the first installment, representing 50%\nof the Platform Technology Fee. Real World Asset elected to settle the first installment of the Platform Technology Fee through the transfer\nof 12,500,000 PPDF tokens on March 31, 2026. As the related tokenization performance obligation had not been satisfied as of March 31,\n2026, the consideration received was recorded as contract liabilities and was not recognized as revenue in the current period. Substantive\ndelivery of the platform services, and recognition of the associated revenue, is expected to occur during the fiscal year ending March\n31, 2027.\n\n \n\n**NOTE\n12. BASIC AND DILUTED LOSS PER SHARE**\n\n \n\nBasic\nand diluted loss per share have been calculated in accordance with ASC 260 on computation of loss per share for the years ended March\n31, 2026 and 2025 are calculated as follows:\n\n SCHEDULE\nOF BASIC AND DILUTED LOSS PER SHARE\n\n  \nFor\nthe years ended March 31, \n\n  \n2026  \n2025 \n\nClass A Ordinary Shares \n    \n   \n\nNet loss attributable to the Class\nA ordinary shareholders, basic and diluted \n (8,737,210) \n (714,680)\n\nWeighted average shares\noutstanding, Class A Ordinary Shares \n 13,564,148  \n 8,689,741 \n\nBasic and diluted net loss per share, Class\nA Ordinary Shares \n$(0.64) \n$(0.08)\n\n  \n    \n   \n\nClass B Ordinary Shares \n    \n   \n\nNet loss attributable\nto the Class B ordinary shareholders, basic and diluted \n -  \n - \n\nWeighted average shares\noutstanding, Class B Ordinary Shares \n 2,977,169  \n - \n\nBasic and diluted net\nloss per share, Class B Ordinary Shares \n -  \n - \n\n \n\n**NOTE\n13. INCOME TAXES**\n\n \n\n*Cayman\nIslands*\n\n \n\nUnder\nthe current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends\nby the Company in the Cayman Islands to its shareholders, no Cayman Islands withholding tax will be imposed.\n\n \n\n*Hong\nKong*\n\n \n\nIn\naccordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within\nHong Kong at the applicable tax rate on taxable income. With effect from the year of assessment of 2018/2019, Hong Kong profit tax rates\nare 8.25% on assessable profits up to $ 255,102 (HK$2,000,000), and 16.5% on any part of assessable profits over $ 255,102 (HK$2,000,000).\nNo income tax expense was recognized for the year as the Company maintained a full valuation allowance against its deferred tax assets.\nAccordingly, there was no current income tax expense incurred in Hong Kong due to the valuation allowance.\n\n \n\nF-38\n\n \n\n \n\n*U.S.*\n\n \n\nThe\nCompany’s subsidiary OFA Financial was incorporated in Delaware and is treated as United States corporations for US federal income\ntax purposes per the Internal Revenue Code (US) and are thereby subject to federal income tax on its worldwide income. The applicable\nU.S. federal corporate income tax rate is 21%. The Company is exempt from Delaware state corporate income tax as it does not conduct\nbusiness within the state of Delaware, though it remains subject to the annual Delaware franchise tax.\n\n \n\nThe\nCompany’s subsidiary Office for Fine Architecture, Inc. was incorporated in California and is treated as a United States corporation\nfor US federal income tax purposes per the Internal Revenue Code (US) and are thereby subject to federal income tax on its worldwide\nincome at a statutory rate of 21%. In addition, Office for Fine Architecture, Inc. is subject to California state corporate tax laws\nand, if it conducts business or has income sourced to California, is generally subject to California corporation tax and applicable California\nfranchise tax obligations.\n\n \n\n*PRC*\n\n \n\nGuangzhou\nZhiyi Consulting Services Co., Ltd. is governed by the income tax laws of the PRC and the income tax provisions in respect to operations\nin the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations\nand practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises\nand Foreign Investment Enterprises (the “FIEs”) are usually subject to a unified 25% enterprise income tax rate while preferential\ntax rates, tax holidays and even tax exemption may be granted on a case-by-case basis.\n\n \n\nThe\nincome tax provision consisted of the following:\n\n SCHEDULE OF PROVISION FOR INCOME TAXES\n\n  \nFor the years\nended March 31, \n\n  \n2026  \n2025 \n\nCurrent \n    \n   \n\nU.S. \n$-  \n$- \n\nCayman \n -  \n - \n\nPRC \n 66  \n - \n\nHong Kong \n -  \n - \n\nDeferred \n    \n   \n\nU.S. \n -  \n - \n\nCayman \n -  \n - \n\nPRC \n -  \n - \n\nHong Kong \n -  \n - \n\nProvision\nfor income taxes \n$66  \n$- \n\n \n\nThe\nCompany measures deferred tax assets and liabilities based on the difference between the audited consolidated financial statement and\ntax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax asset and liability are\nas follows as of March 31, 2026 and 2025:\n\n \n\nSCHEDULE OF DEFERRED TAX ASSET\n\nDeferred tax assets: \nAs\nof March 31, 2026  \nAs\nof March 31, 2025 \n\n  \n   \n  \n\nNet operating loss carryforwards \n$239,019  \n$95,049 \n\nTotal deferred tax assets \n 239,019  \n 95,049 \n\nLess: valuation allowance \n (239,019) \n (95,049)\n\nDeferred tax assets,\nnet \n$-  \n$- \n\n \n\nF-39\n\n \n\n \n\nThere\nwas no income tax payable as of March 31, 2026 and 2025.\n\n \n\nAs\nof March 31, 2026, the Company had accumulated net operating loss carryforwards with an indefinite carry-forward period of approximately\n$9,043,802.\n\n \n\nThe\nfollowing table reconciles statutory rates to the Company’s effective tax:\n\n \n\nSCHEDULE\nOF RECONCILIATION STATUTORY RATE AND EFFECTIVE TAX RATE\n\n  \n2026  \n2025 \n\n  \nFor\nthe years ended March 31, \n\n  \n2026  \n2025 \n\nProfit (loss) before income taxes \n$(8,022,749) \n$(714,680)\n\nIncome taxes computed\nat statutory tax rate \n (184,841) \n (59,888)\n\nReconciling items: \n    \n   \n\nChange in valuation allowance \n 184,775  \n 59,888 \n\nIncome tax expense \n$(66) \n$- \n\n \n\nUncertain\ntax positions\n\n \n\nThe\nCompany evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical\nmerits, and measures the unrecognized benefits associated with the tax positions. As of March 31, 2026 and 2025, the Company did not\nhave any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential\nunderpaid income taxes for the years ended March 31, 2026 and 2025. The Company also does not anticipate any significant increases or\ndecreases in unrecognized tax benefits in the next 12 months from March 31, 2026.\n\n \n\n**NOTE\n14. SHARE-BASED COMPENSATION**\n\n \n\nOn\nSeptember 25, 2024, the Company issued 1,300,000 Class A Ordinary Shares for professional services provided for the initial public offering.\nThe total fair value of the shares issued was $85,800, based on a fair value of $0.066 per share as determined by an independent third\nparty. The following table summarizes the key assumptions used to determine the fair value of the awards:\n\n \n\nSCHEDULE\nOF FAIR VALUE ASSUMPTIONS\n\nFair value per share \n 0.066 \n\nDiscount rate (after tax) \n 15%\n\nDiscount for lack of marketability (“DLOM”) \n 28%\n\n \n\nOn\nApril 28, 2025, the Company entered into a service agreement (the “Agreement”) with Greentree Financial Group, Inc. (“Greentree”),\npursuant to which Greentree agreed to provide professional services regarding compliance with U.S. GAAP and SEC rules. As consideration\nfor these services, the Company issued 200,000 shares of its Class A Ordinary Shares to Greentree. The service fees were considered fully\nearned upon the execution of the Agreement. The Company recognized stock-based compensation expense based on the fair value of the shares\nat $4.00 per share, referencing the offering price on May 19, 2025, the date the Company’s shares commenced trading. Accordingly,\nthe Company recognized stock-based compensation expense of $800,000 related to this grant during the period ended December 31, 2025.\nOn December 18, 2025, the Company and Greentree entered into an amendment to the Agreement (the “Addendum”). Under the terms\nof the Addendum, the Company agreed to issue an additional 350,000 shares of Class A Ordinary Shares to Greentree as a professional service\nfee. These shares were issued and vested immediately upon the signing of the Addendum. Accordingly, the Company recognized share-based\ncompensation expense of $220,500 (the shares were valued at $0.63 per share based on the closing market price on the date of issuance)\nrelated to this grant during the year ended March 31, 2026.\n\n \n\nF-40\n\n \n\n \n\nOn\nAugust 30, 2024, the Company entered into an Executive Employment Agreement with Mr. Li Hsien Wong, the Chief Executive Officer. The\nagreement became effective on May 15, 2025 (the “Effective Date”), coinciding with the effectiveness of the Company’s\nregistration statement on Form F-1. Pursuant to the agreement, Mr. Wong is entitled to an annual equity grant of 100,000 Class A Ordinary Shares. For the calendar year 2025, Mr. Wong will receive an initial grant pro-rated for the period from the Effective Date through December\n31, 2025. Subsequent annual grants of 100,000 Class A Ordinary Shares are scheduled to be awarded on January 1 of each year during the\nemployment period, subject to continued employment. For the initial grant awarded on the Effective Date, the Company determined the grant\ndate fair value to be $4.68 per share, based on the market closing price on May 21, 2025. Accordingly, the Company recognized share-based\ncompensation expense of $535,520 related to this grant during the year ended March 31, 2026.\n\n \n\n**NOTE\n15. COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Commitments**\n\n \n\nExcept\nfor the commitment fee payable to Atsion (Note 11), the Company had no significant capital or other commitments as of March 31, 2026.\n\n \n\n**Contingencies**\n\n \n\nThe\nCompany is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot\nbe predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material\nadverse effect on its financial position, cash flows or results of operations on an individual basis or in the aggregate. As of March\n31, 2026 and 2025, the Company is not a party to any material legal or administrative proceedings.\n\n \n\n**NOTE\n16. SEGMENT INFORMATION**\n\n \n\nIn\naccordance with ASC 280-10, *Segment Reporting: Overall*, the CODM reviews the consolidated results of operations when making decisions\nabout allocating resources and assessing performance of the Company as a whole; hence, the Company has only one operating segment.\n\n \n\nThe\nCompany’s segment profit or loss is measured using gross profit, which is the primary performance metric utilized by management\nto evaluate the financial results and to make decisions regarding resource allocation. Although gross profit is reviewed by management\nfor operational analysis, operating income (loss) is the primary measure used by the Company’s chief operating decision maker (CODM)\nfor segment performance assessment and resource allocation. The Company concluded that the CODM is Mr. Li Hsien “Larry” Wong,\nCEO.\n\n \n\nF-41\n\n \n\n \n\nSummarized\nfinancial information concerning the Company’s reportable segments is shown as below:\n\n \n\n1)By\nBusiness Unit:\n\n \n\nSCHEDULE OF SEGMENT INFORMATION"}