NOTE 1. NATURE OF BUSINESS AND ORGANIZATION

OFA Group (the “Company” or “OFA”) is a limited liability company established under the laws of the Cayman Islands on August 27, 2024. It is a holding company with no business operation.

OFA, through its wholly-owned subsidiary, Office For Fine Architecture Limited (“OFA HK”), provides a wide range of service in Hong Kong, including interior design, fit out services, project management and application service. OFA HK provides design and fit out services for commercial and residential buildings. The design service includes both the consultation with its staff and the actual design work and OFA HK provides a specific conceptualized design with layout plans, detailed design drawings, advice relating to, among other things, budgetary consideration, optimal use of space, the materials, fittings, furniture, appliances and other items to be used with an aim to produce a preliminary design plan and quotation for clients’ considerations. Fit out works include installing protective materials to cover floors or walls, installing or constructing partition walls, windows and window frames and decorative fittings, furniture or fixtures, installing plumbing systems as well as installing switches, power outlets, telephone wiring, computer outlet covers and other electrical and wiring works. OFA HK is also focused on innovation, efficiency, and scalability, transitioning from a traditional project-based model to a subscription-based model for AI tools, real estate development and senior care infrastructure.

In May 2025, OFA HK entered into a Co-Development Agreement (the “Co-Development Agreement”) with a third-party contractor to co-develop the OFA QikBIM system. Under that agreement the contractor will develop AI software for automated architectural design and generation of structural and MEP construction drawings. The system is being designed for use by architects and designers, with potential future inclusion of building authorities.

In March 2026, the Company entered into a Real World Asset Tokenization Service Agreement (the “Tokenization Agreement”) with MD Queens Development LLC, or its designated special purpose vehicle (the “MD Queens”), in connection with a proposed mixed-use real estate development project located in Long Island City, New York (the “MD Queens Project”). Pursuant to the Tokenization Agreement, the Company, through its Hearth RWA tokenization platform, will provide certain blockchain-based tokenization infrastructure and related technology services in connection with the MD Queens Project.

In April 2026, the Company further expanded its international operations through the establishment of two wholly-owned subsidiaries in Japan, OFA Japan Inc. and OFA Japan Asset Management, Inc. OFA Japan Inc. will focus on project management services for land and real estate development projects in Japan. OFA Japan Asset Management is in the early stage of setup and development and will provide investment management, asset management, investment advisory   and related financial consulting services. The establishment of these subsidiaries supports the Company’s continued expansion of its real estate development and asset management businesses in Asia.

OFA GROUP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED JUNE 30, 2026 AND 2025

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as follows:

SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS OF ENTITY

Initial Public Offering

On May 22, 2025, OFA completed its initial public offering (the “IPO”) of 375,000 (3,750,000 shares before giving effect to the share consolidation) Ordinary Shares, par value $0.01 per share, at a public offering price of $40.00 ($4.00 per share pre-share consolidation) per share, generating gross proceeds of $15 million, before deducting underwriting discounts and offering expenses. In connection with the IPO, the underwriters exercised their over-allotment option in full to purchase an additional 56,250 (562,500 shares before giving effect to the share consolidation) Ordinary Shares, par value $0.01 per share, at the public offering price of $40.00 ($4.00 per share pre-share consolidation) per share. The over-allotment option exercise closed on June 5, 2025.

Prior to the completion of the IPO, deferred offering costs, which consisted primarily of accounting, legal and other professional fees directly attributable to the IPO, were capitalized within other current assets in the consolidated balance sheet. Upon the completion of the IPO, such deferred offering costs were reclassified to shareholders’ equity as a reduction of the IPO proceeds.

Share Consolidation

On July 27, 2026, the Company announced a consolidation of its Class A Ordinary Shares at a ratio of one-for-ten (the “share consolidation”), which became effective at 12:01 a.m. Eastern Time on July 31, 2026, following approval by the Company’s shareholders at an extraordinary general meeting held on May 21, 2026. At the effective time, every ten issued Class A Ordinary Shares were automatically consolidated into one Class A Ordinary Share, reducing the number of issued and outstanding Class A Ordinary Shares from 26,370,521 to approximately 2,637,052. No fractional shares were issued; fractional entitlements were rounded down to the nearest whole share and no cash consideration was paid in lieu thereof. The par value per Class A Ordinary Share increased proportionately from $0.001 to $0.01. Because the par value per share was increased in the same proportion as the reduction in the number of shares, the share consolidation had no effect on the aggregate stated capital attributable to the Class A Ordinary Shares, and no reclassification between share capital and additional paid-in capital was required.

All references to the number of Class A Ordinary Shares, share-based awards, and per-share amounts in these unaudited condensed consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the share consolidation for all periods presented, unless otherwise indicated.

OFA GROUP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED JUNE 30, 2026 AND 2025