UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
For
Period Ended: March 31, 2026
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
For
the Transition Period Ended: _____________________________________
Read
Instructions (on back page) Before Preparing Form. Please Print or Type.
NOTHING
IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
| Full
Name of Registrant |
OFA
Group |
| Former
Name if Applicable |
|
Address
of Principal Executive Office
(Street and Number) |
609
Deep Valley Drive, Suite 200 |
| City,
State and Zip Code |
Rolling
Hills, CA 90274 |
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed (Check box if appropriate)
| |
(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
| |
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
The
Registrant is unable to file its Form 10-K for the year ended March 31, 2026 within the prescribed time period without unreasonable effort
or expense because additional time is needed to finalize the financial statements to be included in such report. The Registrant anticipates
that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as
amended.
PART
IV —OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| Larry
Wong |
|
(800) |
|
418-5160 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
| |
|
| |
☒
Yes ☐ No |
| |
|
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
| |
|
| |
☒
Yes ☐ No |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
For
the year ending March 31, 2026, the Company has experienced meaningful revenue growth of $514,878, couple with the increase in operating
expenses and net loss of $7,406,517 and $7,308,136, respectively. This is primarily driven by investments in professional services
associated with regulatory compliance and capital markets activities, team expansion to support business development, and marketing initiatives
for brand positioning in new markets.
| OFA
Group |
| (Name
of Registrant as Specified in Charter) |
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
June 30, 2026 |
By: |
/s/
Larry Wong |
| |
|
Larry
Wong |
| |
|
Chief
Executive Officer |
