OFA Group filed its annual report for the fiscal year ended March 31, 2026, providing the first detailed look at how the company is accounting for its recently launched digital asset and tokenization initiatives. The filing, which arrived after a brief extension, reveals that a significant contract tied to a New York real estate project has been recorded at a zero carrying amount on the balance sheet.
Tokenization contract recorded at zero value
On March 31, 2026, OFA Group entered into a Real World Asset Tokenization Service Agreement with MD Queens Development LLC for a proposed mixed-use development in Long Island City. Under the agreement, the company is entitled to a $15 million platform technology fee, payable in two milestone-based installments. The first milestone, covering platform setup and smart contract deployment, was reached on May 15, 2026, and the corresponding deliverables were accepted by the client.
However, the client elected to settle the first installment through the transfer of 12.5 million PropDeFi tokens rather than cash. Because the services had not yet been performed as of March 31 and the fair value of those tokens could not be reliably measured, OFA Group recognized no revenue from the agreement during the period. The company recorded the arrangement as a contract liability, but both the liability and the digital assets received were booked at zero value. The filing notes that execution of the contract itself does not constitute satisfaction of a performance obligation under applicable accounting standards.
The company also disclosed a second tokenization agreement, entered into on May 8, 2026, with entities tied to a residential development in Vero Beach, Florida. That agreement carries a $7.5 million platform technology fee and follows a similar milestone-based structure. No revenue has been recognized from that agreement either, as it was signed after the fiscal year ended.
Nasdaq compliance and capital structure
The annual report confirms that OFA Group received an additional 180-day period, through December 7, 2026, to regain compliance with Nasdaq’s $1.00 minimum bid price requirement. The company’s shares continue to trade under the symbol OFAL while it works to cure the deficiency, potentially through a reverse stock split.
The filing also details the company’s dual-class share structure, under which holders of Class B Ordinary Shares receive 25 votes per share and control approximately 98.68% of total voting power. Three main shareholders, including the chief executive officer and chief technology officer, hold all 20 million outstanding Class B shares.
Broader business developments
OFA Group reported meaningful revenue growth for the fiscal year, with revenue rising to approximately $717,000 from $202,000 in the prior year, though net losses widened to roughly $8 million. The company attributed the increased expenses to regulatory compliance costs, capital markets activities, team expansion, and marketing. The filing also describes the company’s co-development agreement for the QikBIM artificial intelligence system, under which it acquired a 50 percent co-ownership interest in certain intellectual property for $17.5 million, with approximately $5.5 million remaining unpaid as of the report date.