October 25, 2024

Larry Wong
Chief Executive Officer
OFA Group
Unit B, 16/F, Easy Tower
609 Tai Nan West Street
Cheung Sha Wan, Hong Kong

       Re: OFA Group
           Draft Registration Statement on Form F-1
           Submitted September 27, 2024
           CIK No. 0002036307
Dear Larry Wong:

     We have reviewed your draft registration statement and have the following
comment(s).

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

      After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form F-1
Cover Page

1.     We note your disclosure that you believe there are significant legal and
operational
       risks associated with being based in or having the majority of
operations in Hong
       Kong. Please revise to disclose that there are significant legal and
operational risks
       associated with being based in or having the majority of operations in
Hong Kong,
       and that the legal and operational risks that would be associated with
having
       operations in China also apply to your operations in Hong Kong. Also
provide a cross
       reference to individual risk factors associated with your corporate
structure.
 October 25, 2024
Page 2

2.     Please revise to discuss the applicable laws and regulations in Hong
Kong, such as
       enforceability of civil liabilities in Hong Kong and China's Enterprise
Tax Law.
       Disclose on the cover page how regulatory actions related to data
security or anti-
       monopoly concerns in Hong Kong have or may impact the company   s
ability to
       conduct its business, accept foreign investment or list on a
U.S./foreign exchange.
Our Corporate History and Structure, page 1

3.     Please revise to clarify which entity investors are purchasing an
interest in, and to
       discuss the uncertainties regarding your corporate structure.
Risks Related to Doing Business in Hong Kong, page 3

4.     In your summary of risk factors relating to doing business in Hong Kong,
disclose the
       risks that your corporate structure and being based in or having the
majority of the
       company   s operations in Hong Kong poses to investors. In particular,
describe the
       significant regulatory, liquidity, and enforcement risks with
cross-references to the
       more detailed discussion of these risks in the prospectus. For example,
specifically
       discuss risks arising from the legal system in China and how that
relates to your
       operations in Hong Kong, including risks and uncertainties regarding the
enforcement
       of laws and that rules and regulations in China can change quickly with
little advance
       notice; and the risk that the Chinese government may intervene or
influence your
       operations at any time, or may exert more control over offerings
conducted overseas
       and/or foreign investment in China-based issuers, which could result in
a material
       change in your operations and/or the value of the securities you are
registering for
       sale. Acknowledge any risks that any actions by the Chinese government
to exert
       more oversight and control over offerings that are conducted overseas
and/or foreign
       investment in China-based issuers could significantly limit or
completely hinder your
       ability to offer or continue to offer securities to investors and cause
the value of such
       securities to significantly decline or be worthless. For each summary
risk factor,
       provide a cross-reference to the relevant individual detailed risk
factor.
Implications of Being a Holding Company, page 4

5.     We note your disclosure regarding the transfer of cash throughout your
organization.
       Please revise to quantify dividends or distributions made to U.S.
investors, the source,
       and their tax consequences, and if there have been none, please
affirmatively state so.
       Also revise to provide cross-references to the consolidated financial
statements.
Recent Regulatory Development in the PRC, page 6

6.     We note your disclosure that it is the view of your Hong Kong legal
counsel that you,
       as an exempted company incorporated under the laws of the Cayman
Islands, are not
       required under any Hong Kong statutory or legal requirements to obtain
permissions
       or pre-approvals from any Hong Kong authorities in connection with your
proposed
       issuance of ordinary shares to foreign investors or listing on the
Nasdaq. As this
       statement covers only your Cayman Islands entity and speaks only to
offering
       securities to foreign investors, please expand the disclosure to address
your operating
       subsidiary in Hong Kong as well as any permissions or approvals
necessary to operate
       your business. In this regard, please disclose each permission or
approval that you or
 October 25, 2024
Page 3

       your subsidiary are required to obtain from Hong Kong authorities to
operate your
       business and to offer the securities being registered to foreign
investors, and state
       affirmatively whether you have received all requisite permissions or
approvals and
       whether any permissions or approvals have been denied. Please state
whether you
       have relied on the opinion of counsel as the basis for your conclusions,
and, if so,
       name counsel and state that it is counsel's opinion, and file the
consent of counsel as
       an exhibit.
7.     You state here and elsewhere in the registration statement that you
believe you are not
       subject to permission requirements from the PRC authorities, including
the CRSC and
       CAC, to approve your operations and offer your securities to foreign
investors. Please
       revise to address both you and your operating subsidiary, and ensure
that your
       operating subsidiary is covered in related disclosure throughout where
you discuss the
       application of the CRSC and CAC permissions and approvals. We note that
you do
       not appear to have relied upon an opinion of counsel with respect to
your conclusions
       that you or your subsidiary do not need any permissions and approvals
from PRC
       authorities to operate your business and to offer securities to
investors. If true, state as
       much and explain why such an opinion was not obtained. If you did rely
on the
       opinion of counsel, please name counsel here and file the consent of
counsel as an
       exhibit.
Risk Factors, page 12

8.     Given the Chinese government   s significant oversight and discretion
over the conduct
       and operations of your business, please revise to describe any material
impact that
       intervention, influence, or control by the Chinese government has or may
have on
       your business or on the value of your securities. Highlight separately
the risk that the
       Chinese government may intervene or influence your operations at any
time, which
       could result in a material change in your operations and/or the value of
your
       securities.
9.     Given that the growth of your business appears to be dependent upon your
use of
       artificial intelligence and machine learning, please provide a risk
factor that
       substantially elaborates upon the risks artificial intelligence entails,
such as risks to
       your operations, including loss of revenues, reputation and brand if the
output from
       your solutions is deemed to be inaccurate or questionable.
Continuing inflation, rising or continued high interest rates..., page 15

10.    You note that the effect of inflation on your financial condition over
the past few
       years has been generally minor. However, your disclosure on page 42
indicates that
       your revenues decreased 51.73% year over year largely due to the
economic recession
       in Hong Kong resulting from increased inflationary pressures. Given the
apparent
       impact of inflation on your results of operations, please update your
risk factor to
       specifically identify the types of inflationary pressures you are facing
and the specific
       impacts on your business and results of operations. Also identify
actions planned or
       taken, if any, to mitigate inflationary pressures.
 October 25, 2024
Page 4
We depend on a few major customers..., page 17

11.    You disclose that three major customers account for a significant
portion of your
       revenue. To the extent that any of these customers are material to your
financial
       condition, please identify these customers and provide enough detail so
that investors
       understand your dependence on such customers.
We may become subject to a variety of PRC laws and other regulations regarding
data
security or securities offerings..., page 23

12.    Please revise to explain how the greater oversight by the CAC impacts
your business
       and your offering and to what extent you believe you are compliant with
the
       regulations or policies that have been issued by the CAC to date.
Enforceability of Civil Liabilities, page 38

13.    Please revise this section to disclose the identity(ies) of the
director(s) located in Hong
       Kong, and include a discussion regarding if and how an investor can
enforce
       judgements/liabilities against these individuals, and include a risk
factor discussing
       these risks.
Business, page 50

14.    We note your disclosure here and throughout the prospectus regarding
your intended
       use of AI, and how you are commited to   revolutionizing    the
architechtual industry
       by integrating AI technology. Please provide your definition of
"artificial intelligence"
       in the context of your business and explain how it is used in your
business and
       whether it differs from simple algorithmic code that auomates processes.
Explain
       whether your use of Houzz's advanced AI tools is unique to your business
or if it is
       available to any company which subscribes to such AI tools. Please also
explain how
       you will monetize the use of AI and offer a subscription-based model for
AI tools, as
       it appears that the use of Houzz's AI application is for your internal
use, including use
       by your designers and contractors. Clarify whether you currently use AI
tools in your
       business and to what extent. If they are not part of your current
business, disclose
       when you plan to incorporate Houzz AI or any other AI into your
business. In this
       regard, clarify your statement on page 55 that you "will develop" your
own AI-driven
       platform "launched in July 2024," as it is unclear if you have launched,
or instead
       expect to develop and launch, such a platform. Please also provide
support and/or
       examples for how you will "revolutionize" the industry by integrating AI
technology.
       Make conforming revisions throughout the prospectus, as appropriate.
15.    We note the discussion of your use of Houzz and that you are in the
early stages of
       collaborating with Houzz to co-develop a localized tailored version for
the Chinese
       market. Please provide a more detailed discussion regarding the nature
of the
       collaboration with Houzz and the current status of the collaboration.
State
       affirmatively if there are any agreements with Houzz in place relating
to the
       collaboration. If so, disclose the material terms of such agreement(s),
including the
       obligations of both your and Houzz under the agreement(s) and file the
agreement(s)
       as an exhibit(s) to the registration statement, or tell us why you do
not believe you are
       required to do so. Please also disclose the nature of your expected
involvement in the
 October 25, 2024
Page 5

       platform once the Chinese version is developed.
Our Industry, page 51

16.    Where you discuss the market size of the interior design and
architectural services
       industry, please disclose your market share in this industry, if known.
Strong Relationships and High Client Satisfaction, page 54

17.    You disclose that you currently have 50 long-term and return customers
generating
       approximately $10 million in annual revenue. Please explain given that
your annual
       revenue for both 2023 and 2024 is significantly less than $10 million.
Our Strategies, page 55

18.    Where you discuss your use of a third party AI tool for design and
project
       management, please identify the tool.
Regulation, page 66

19.    Please revise here, and elsewhere as appropriate, to discuss the current
state
       of artificial intelligence regulation within all of your current
markets, the potential for
       new laws or rules, and the known or projected impact of such regulation
upon your
       operations. Also include an applicable risk factor discussion.
20.    Revise to disclose the material effects the various government
regulations you discuss
       here have on your business. See Item 4.B.8. of Form 20-F.
Revenue Recognition, page F-13

21.    Please tell us how you considered providing disaggregated revenue
disclosures
       pursuant to ASC 606-10-50-5 and revenue information about your products
required
       by ASC 280-10-50-40 or revise accordingly.
Note 8. Lease, page F-21

22.    Please disclose the components of your lease expense and cash paid for
amounts
       included in the measurement of lease liabilities. Refer to ASC
842-20-50-4.
General

23.    Please provide us with supplemental copies of all written
communications, as defined
       in Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your
       behalf, present to potential investors in reliance on Section 5(d) of
the Securities Act,
       whether or not they retain copies of the communications.
24.    You disclose on the registration statement cover page that the
prospectus also relates
       to the public offering of an aggregate of 1,900,000 ordinary shares
which may be sold
       from time to time by the selling shareholders named in the prospectus.
Given that the
       securities offered in your primary and resale offerings are being
offered pursuant to
       two different plans of distribution and at different pricing please tell
us why you are
       including the resale offering in the same prospectus as your
underwritten primary
       offering rather than as two, separate prospectuses within the same
registration
       statement. Please also advise us as to how you will inform investors
whether they will
 October 25, 2024
Page 6

       be investing in the primary offering by the company, in which case the
company
       would receive the proceeds, or in the resale offering.
       Please contact Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jenna Hough at 202-551-3063 or Erin Jaskot at 202-551-3442 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services
cc:   Lijia Sanchez