{"url_path":"/sec/ofal/10-k/2026/item-2026","section_key":"item-2026","section_title":"Item 2026 2025","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":1043,"has_tables":true,"body_markdown":"Item \n2026  \n2025 \n\nRevenue \n$716,885  \n$202,007 \n\nCost of revenue \n 553,040  \n 113,376 \n\nGross profit \n 163,845  \n 88,631 \n\nOperating expenses \n 8,182,363  \n 775,846 \n\nSegment operating loss \n (8,018,518) \n (687,215)\n\nSegment other income (expense) \n (4,232) \n (27,465)\n\nSegment assets \n 21,607,285  \n 367,927 \n\n \n\n2)Revenue\nby Geography:\n\n \n\n  \n2026  \n2025 \n\n  \nFor\nthe years ended March 31, \n\n  \n2026  \n2025 \n\nHong Kong/Asia-Pacific \n 716,885  \n$202,007 \n\nUnited States \n -  \n - \n\nTotal \n 716,885  \n$202,007 \n\n \n\na.Major\ncustomers representing at least 10% of net revenue\n\n \n\nSCHEDULE\nOF PERCENTAGE OF REVENUE \n\nPeriod \nProject\nName \nRevenue\nType \nProperty\nType \n\nPercentage\nof\n\nTotal\nRevenue\n \n\nFor the year ended March 31, 2026 \nDior Hong Kong Bespoke Lounge Project \nDesign and fit-out \nCommercial \n 82.38%\n\n  \nHong Kong Tramways Ltd A&A Consultancy \nApplication \nCommercial \n 12.34%\n\n  \n  \n  \n  \n   \n\nFor the year ended March 31, 2025 \nBatard Pedder Building \nProject management \nCommercial \n 19.56%\n\n  \nHang Cheong Factory Lobby Works \nDesign and fit-out \nIndustrial \n 16.80%\n\n \n\nF-42\n\n \n\n \n\n**NOTE\n17. SUBSEQUENT EVENTS**\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 issued. Other than the material subsequent events disclosed above in the notes to financial statements and below,\nno other material subsequent events that required recognition or additional disclosure in the consolidated financial statements are presented.\n\n \n\n**Convertible\nPromissory Note with Go Fresh 365 Inc**\n\n \n\nOn\nApril 1, 2026, OFA Financial, Inc. (the “Holder”), a wholly owned subsidiary of the Company, was issued a Convertible\nPromissory Note with Go Fresh 365 Inc (“Go Fresh”) for a principal amount of $800,000.\nThe loan carries a 6%\nannual interest rate and matures 12twelve\nmonths from the effective date of March 31, 2026. The proceeds are designated solely for expenses related to the Go Fresh’s intended listing\non NASDAQ Capital Market and will be disbursed from an escrow account subject to the Holder’s approval. The holder has the\nright, at any time prior to maturity, to convert all or any outstanding principal and interest into shares of Go Fresh’s\ncommon stock at a conversion price of $1.00\nper share, making the note convertible into up to 800,000\nshares. Go Fresh agreed to apply all proceeds from its intended initial public offering to repay this note. Upon an event of\ndefault, the interest rate increases to 12%\nper annum, the entire balance may become immediately due and payable, and the Holder may elect to immediately convert the\noutstanding balance.\n\n \n\n**Service\nagreement with Go Fresh 365 Inc**\n\n \n\nOn\nApril 1, 2026, the Holder, a wholly owned subsidiary of the Company, entered into a service agreement with Go Fresh. Go Fresh engaged the Holder as its exclusive financial advisor in connection with a proposed initial\npublic offering (“IPO”) or any alternative financial transaction as described in the service agreement for an initial\nterm of 18 months. In consideration for advisory services, Go Fresh agreed to pay the Holder a fixed fee of $1,000,000,\npayable in the form of 2,000,000\nshares of Go Fresh’s common stock (deemed value $0.50\nper share) to be issued upon the closing of a financial transaction (as defined in the agreement). The agreement grants the Holder\ncertain registration rights for these shares and stipulates that the Holder is not required to enter into a customary lock-up\nagreement in connection with an IPO \n\n \n\n**Real\nWorld Asset Tokenization Service Agreement with Vero 60 LLC and Vero Beach Land Development LLC**\n\n \n\non\nMay 8, 2026, the Company entered into a Real World Asset Tokenization Service Agreement (the “Agreement”) through its proprietary\nHearth RWA tokenization platform with Vero 60 LLC and Vero Beach Land Development LLC (or its designated special purpose vehicle) (the\n“Client”).\n\n \n\nUnder\nthe Agreement, the Company will provide blockchain-based tokenization technology infrastructure services in connection with the Client’s\nresidential real estate development project located in Vero Beach, Florida (the “Project”). The Project consists of the redevelopment\nof an existing agriculture property into a low-density residential community. The projected stabilized value of the completed Project,\nas estimated by the Client, is approximately $500 million, subject to confirmation by an independent valuation report prior to token\nissuance. The projected Project value reflects the Client’s estimate for the completed development and does not represent any economic\ninterest of the Company in the underlying real estate.\n\n \n\nAs\nconsideration for the technology and tokenization infrastructure services described in the Agreement, the Client has agreed to pay the\nCompany a platform technology fee of $7.5 million (the “Platform Technology Fee”), payable in two installments of $3.75 million\neach, subject to satisfaction of the milestones specified in the Agreement. The Platform Technology Fee is payable in U.S. dollars or,\nat the Client’s election, in Bitcoin or USD Coin, in each case as more fully described in the Agreement. The Company has received\nthe first installment of $3.75 million in accordance with the terms of the Agreement.\n\n \n\nOn\nMay 21, 2026, at the 2026 Extraordinary General Meeting of Shareholders (the “Meeting”), the shareholders of the Company\napproved the following:\n\n \n\n-OFA\nGroup 2026 Equity Incentive Plan (the “Plan”). Approved the Company’s new\nequity incentive plan, which provides for a share pool of 3,940,027 shares (post-consolidation)\nplus a 5% annual evergreen through 2036, under which the Company may grant options, RSUs,\nrestricted stock, and other equity awards to eligible directors, employees, and consultants.\nThe Plan became effective upon the approval of the shareholders at the Meeting.\n\n-Share\nConsolidation. Authorized the Board to effect a 1-for-10 share consolidation of the Company’s\nClass A Ordinary Shares at its discretion.\n\n-Approved\nthe updated memorandum and articles of association to reflect the share consolidation.\n\n \n\nIn\nMay 2026, the Company established OFA Japan Inc. and OFA Japan Asset Management Inc. to serve as our operational and asset management\nhubs in the country. Concurrently, the Company entered into a Letter of Intent with the municipal government of Choshi City, Chiba Prefecture,\nto collaborate on regional revitalization initiatives, including the proposed development of a music festival and related entertainment\ninfrastructure in the city’s designated Zone A area. To execute these entertainment initiatives, the Company is in the process\nof establishing Miyabi Spectrum Inc., a subsidiary that will operate as a joint venture with Onward Management Inc., a local entertainment\nproduction partner. Furthermore, the Company is evaluating potential real estate acquisitions in the region to support these development\nplans. These initiatives remain subject to final definitive agreements, regulatory approvals, and customary closing conditions.\n\n \n\nF-43"}