$OFAL

OFA Group

CIK:0002036307|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Revenue
Project income	$ 14,879	$ 18,955
Cost of revenue	3,977	12,697
Gross profit	10,902	6,258
Operating expenses:
Depreciation and amortization	924,586	40
Selling, general and administrative	243,574	173,031
Professional services	254,035	1,167,823
Advertising and marketing	43,135	57,988
Salaries and wages	449,795	340,889
Total operating expenses	1,915,125	1,739,771
Loss from operations	(1,904,223)	(1,733,513)
Other income (expense)
Other income	6,306	9,026
Interest expense	(3,234)	(3,542)
Interest income	4	252
Total other income, net	3,076	5,736
Loss from operations before income taxes	(1,901,147)	(1,727,777)
Provision for income taxes	(4)
Net Loss	(1,901,151)	(1,727,777)
Dividends and accretion to redeemable preferred stock	(857)
Net Loss attributable to common shareholders	$ (1,902,008)	$ (1,727,777)
Common Class A [Member]
Other income (expense)
Basic net loss per share	$ (0.72)	$ (1.50)
Diluted net loss per share	$ (0.72)	$ (1.50)
Weighted average shares outstanding - basic	2,647,873	1,150,672
Weighted average shares outstanding - diluted	2,647,873	1,150,672
Common Class B [Member]
Other income (expense)
Basic net loss per share
Diluted net loss per share
Weighted average shares outstanding - basic	20,000,000
Weighted average shares outstanding - diluted	20,000,000

Condensed Consolidated Statement of Cash flows - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Mar. 31, 2026
Cash flows from operating activities:
Net Loss	$ (1,901,151)	$ (1,727,777)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	924,586	40
Share-based compensation expense		83,571
Shares issued for professional services		800,000
Shareholder investment		37,000	$ 79,845
Changes in operating assets and liabilities:
Due to related party	(171,588)	146,080
Contract assets	(5,732)	(7,666)
Account receivables		7,459
Prepaid expenses	16,329	(12,047,040)
Rent deposit	(805)
Right-of-use asset	21,216	(26,874)
Right-of-use liabilities	(2,828)	26,605
Contract liabilities		24,299
Account payable	(142,604)	9,189
Accrued expenses	(69,181)	27,536
Net cash used in operating activities	(1,331,758)	(12,647,578)
Cash flows from investing activities:
Purchases of property and equipment	(3,264)	(1,442)
Net cash used in investing activities	(3,264)	(1,442)
Cash flows from financing activities:
Proceeds from issuance of Class A Ordinary Shares upon initial public offering, net of underwriting discounts, commissions and other offering costs		15,308,000
Proceeds from the issuance of Series A Preferred Shares, net	471,000
Net cash provided by financing activities	471,000	15,308,000
Net change in cash	(864,022)	2,658,980
Effect of currency translation on cash and cash equivalents	8,613	(19,567)
Cash and restricted cash, beginning of the period	2,713,466	31,950	31,950
Cash and restricted cash, end of the period	1,858,057	2,671,363	2,713,466
Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheet:
Cash	178,057	2,671,363	1,033,466
Restricted Cash	1,680,000		$ 1,680,000
Total cash and cash equivalents and restricted cash	1,858,057	2,671,363
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	3,234	3,542
Cash paid for taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES
Establishment of ROU assets and liabilities	25,026
Accretion to redeemable preferred equity	33,857
Dividends on Series A Preferred Shares	33,000
Deferred IPO costs reclassified to APIC		266,028
Ordinary Shares issued for conversion of Series A Preferred Shares	$ 318,631

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2026	Mar. 31, 2026
Current assets:
Cash	$ 178,057	$ 1,033,466
Restricted cash-held by affiliate	1,680,000	1,680,000
Prepaid expense	43,181	59,510
Contract assets	8,777	3,053
Account receivables, net	3,698	3,700
Deferred offering costs	1,100,000	1,100,000
Total current assets	3,013,713	3,879,729
NON-CURRENT ASSETS:
Rent deposit	123,658	122,857
Right-of-use asset - operating lease	639,255	635,622
Property, plant and equipment, net	856,613	896,984
Intangible assets, net	15,178,818	16,072,093
Total non-current assets	16,798,344	17,727,556
Total assets	19,812,057	21,607,285
Current liabilities:
Account payable	374,074	515,951
Accrued liabilities	5,968,839	6,043,346
Contract liabilities	62,142	62,191
Current maturities of loan payable	1,505	22,192
Due to related parties	114,528	286,160
Operating lease liabilities	173,255	164,391
Commitment fee payable	897,175	897,175
Total current liabilities	7,591,518	7,991,406
Non-Current liabilities:
Loan payable, net of current	468,375	448,057
Operating lease liabilities	467,562	454,404
Total non-current liabilities	935,937	902,461
Total liabilities	8,527,455	8,893,867
Mezzanine Equity
Preferred stock payable	471,000
Total mezzanine equity	1,881,916	1,730,404
Shareholders’ equity:
Additional paid-in capital	19,815,987	19,464,439
Share payable	535,520	535,520
Accumulated deficit	(11,060,535)	(9,126,384)
Accumulated other comprehensive income	65,343	64,008
Total shareholders’ equity (deficit)	9,402,686	10,983,014
Total liabilities, Mezzanine Equity and shareholders’ equity	19,812,057	21,607,285
Series A Convertible Preferred Stock [Member]
Mezzanine Equity
Series A Convertible Redeemable Preferred Shares, $0.001 par value, 20,000,000 shares authorized as of June 30, 2026 and March 31, 2026, respectively, 1,080 and 1,380 shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively.	1,410,916	1,730,404
Common Class A [Member]
Shareholders’ equity:
Ordinary shares	26,371	25,431
Common Class B [Member]
Shareholders’ equity:
Ordinary shares	$ 20,000	$ 20,000