至一建筑 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒For the fiscal year ended March 31, 2026 OR ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number:001-42592 OFA GROUP(Exact name of registrant as specified in its charter) Not Applicable(I.R.S. Employer Identification No.) 609 Deep Valley Drive, Suite 200Rolling Hills, CA 90274(Address of principal executive offices) (800) 418-5160(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Registered:The Nasdaq Stock Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the closing price asof September 30, 2025 of $1.25 per share, the last business day of the Registrant’s most recently completed second quarter, was approximately $6,838,750. TABLE OF CONTENTS PagePART IItem 1.Business2Item 1A.Risk Factors34Item 1B.Unresolved Staff Comments69Item 1CCybersecurity69Item 2.Properties70Item 3.Legal Proceedings70Item 4.Mine Safety Disclosures70PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities71Item 6.Reserved72Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations72Item 7A.Quantitative and Qualitative Disclosures About Market Risk84Item 8.Financial Statements and Supplementary Data84Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure84Item 9A.Controls and Procedures85Item 9B.Other Information86Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections86PART IIIItem 10.Directors, Executive Officers and Corporate Governance87Item 11.Executive Compensation92Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters94Item 13.Certain Relationships and Related Transactions, and Director Independence96Item 14.Principal Accounting Fees and Services97PART IVItem 15.Exhibits and Financial Statement SchedulesF-1Item 16.Form 10-K Summary98i PART I CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Report”) contains forward-l