OTC: KRFG

Our trading platform is hosted
in Hong Kong, and we work primarily with third-party auction houses in Hong Kong and France.

We generally do not maintain
custody of the DOTs or crypto assets. Any DOTs sold by the Company as ownership documents in association with the underlying physical
artwork or collectible are minted and held by third parties. Where possible, we adopt a “sell then mint” process, where the
DOTs are not minted unless they have been sold. This is in line with how legal documents are created where an Assignment is only drafted
and signed after a sale of a property (e.g., scanned copies of an Assignment can be created in PDF form thereafter). The DOT merely a
digital ownership title to a physical item.

Before the DOTs are sold, we
store the underlying physical art pieces in our warehouse. We have purchased insurance that covers the art pieces stored in our warehouse.
After the DOTs are sold, customers can choose to ship out the underlying art pieces or not. If customers want to ship out the art pieces,
they will have to pay for the shipping and insurance fees.

We are not a Chinese operating
company but a Delaware holding company with operations conducted through our wholly owned subsidiaries based in British Virgin Islands
and Hong Kong. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary
and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Our Hong Kong subsidiary is currently not
required to obtain permission from the Chinese authorities including the China Securities Regulatory Commission, or CSRC, or Cybersecurity
Administration Committee, or CAC, to operate or to issue securities to foreign investors. However, in light of the recent statements and
regulatory actions by the PRC government, such as those related to Hong Kong’s national security, the promulgation of regulations
prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns,
we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that we inadvertently
conclude that such approvals are not required, that applicable laws, regulations or interpretations change such that we are required to
obtain approvals in the future, or that the PRC government could disallow our holding company structure, which would likely result in
a material change in our operations, including our ability to continue our existing holding company structure, carry on our current business,
accept foreign investments, and offer or continue to offer securities to our investors. These adverse actions would likely cause the value
of our common stock to significantly decline or become worthless. We may also be subject to penalties and sanctions imposed by the PRC
regulatory agencies, including the Chinese Securities Regulatory Commission, if we fail to comply with such rules and regulations, which
would likely adversely affect the ability of the Company’s securities to continue to trade on the Over-the-Counter Bulletin Board,
which would likely cause the value of our securities to significantly decline or become worthless.

1

There may be prominent risks associated
with our operations being in Hong Kong and future operations in China. For example, as a U.S.-listed Hong Kong public company, we may
face heightened scrutiny, criticism and negative publicity, which could result in a material change in our operations and the value of
our common stock. It could also significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless. Additionally, changes in Chinese internal regulatory
mandates, such as the M&A rules, Anti-Monopoly Law, and the Data Security Law, and recent statements and regulatory actions by the
PRC government such as those related to the use of variable interest entities, data security and anti-monopoly concerns, may target the
Company's corporate structure and impact our ability to conduct business in Hong Kong, accept foreign investments, or list on an U.S.
or other foreign exchange. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations
in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over
China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity
reviews, and expanding the efforts in anti-monopoly enforcement, The business of our subsidiary are not subject to cybersecurity review
with the Cyberspace Administration of China, or CAC, given that: (i) our products and services are offered not directly to individual
users but through our institutional customers; (ii) we do not possess a large amount of personal information in our business operations..
In addition, we are not subject to merger control review by China’s anti-monopoly enforcement agency due to the level of our revenues
which provided from us and audited by our auditor and the fact that we currently do not expect to propose or implement any acquisition
of control of, or decisive influence over, any company with revenues within China of more than RMB400 million. Currently, these statements
and regulatory actions have had no impact on our daily business operation, the ability to accept foreign investments and list our securities
on an U.S. or other foreign exchange. However, since these statements and regulatory actions are new, it is highly uncertain how soon
legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations
and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have
on our daily business operation, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange.
For a detailed description of the risks facing the Company and the offering associated with our operations in Hong Kong, please refer
to “Risk Factors – Risk Factors Relating to Doing Business in Hong Kong and China.”

We are organized under the laws
of the State of Delaware as a holding company that conducts its business through a number of subsidiaries organized under the laws of
foreign jurisdictions such as Hong Kong and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors
to enforce a judgment obtained in U.S. Courts against these entities, or to effect service of process on the officers and directors managing
the foreign subsidiaries.

We are organized under the laws
of the State of Delaware as a holding company that conducts its business through a number of subsidiaries organized under the laws of
foreign jurisdictions such as Hong Kong and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors
to enforce a judgment obtained in U.S. Courts against these entities, or to effect service of process on the officers and directors managing
the foreign subsidiaries.

We generated revenue of $76,921
and $70,296 for the years ended March 31, 2025 and 2024, respectively. We reported a net income of $1,948,092 and a net loss of $1,507,469
for the years ended March 31, 2025 and 2024, respectively. We had current assets of $2,417 and current liabilities of $956,950 as of March
31, 2025. As of March 31, 2024, our current assets and current liabilities were $119,866 and $3,165,453, respectively. We have prepared
our consolidated financial statements for the years ended March 31, 2025 and 2024 assuming that we will continue as a going concern. Our
continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders.

Our sources of capital in the
past have included the sale of equity securities, which include common stock sold in private transactions to our executive officers or
existing shareholders, capital leases and short-term and long-term debts. We expect to finance future acquisitions through a combination
of the foregoing. While we believe that existing shareholders and our officers and directors will continue to provide the additional
cash to make acquisitions and to meet our obligations as they become due or that we will obtain external financing, there can be no assurance
that we will be able to raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources
of liquidity discussed below are adequate to support operations for at least the next 12 months.

2

Our corporate organization chart is as
below:

OneSolution Technology Inc. is
a holding company with no operations. It operates solely through its subsidiaries. We have four wholly-owned subsidiaries: (i) OneSolution
Holdings Limited (“OSH”), a BVI limited liability company formed in August 23, 2022; (ii) Heavenly Grace Limited (“Heavenly
Grace”), a Hong Kong limited liability company formed in June 13, 2012; (iii) OneSolution Management Limited (“OSM”),
a BVI limited liability company formed in August 24, 2022; and (iv) OneSolution Innotech Limited (“OSIL”), a Hong Kong limited
liability company formed in September 2, 2022.

3

History and Development of the Company

We were incorporated in the
state of Delaware on September 8, 1995, under the name ARXA International Energy, Inc. On June 4, 2001, we changed our name to King Resources,
Inc.. Effective December 27, 2023, we changed our name to OneSolution Technology Inc., our current name.

The Company began filing periodic
reports with the Securities and Exchange Commission on May 15, 1996. On June 12, 2009, it filed a notice of termination of registration
on Form 15(d) suspending its duty to file reports under Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended. In December
2010, the Company began posting periodic reports on the OTCMarkets website under the alternative reporting standard, its current reporting
standard.

On April 2, 2018, a change
of control occurred with respect to the Company to better reflect its new business direction. On October 18, 2018, Brian Kistler, the
then sole director and executive resigned from his position as the Chairman of the Board, Junrong Yin was appointed to fill the vacancy
caused by his resignation. On May 3, 2021, Mr. Kistler resigned from his positions as CEO with the Company and appointed Caren Currier
to fill the vacancies caused by his resignation.

On October 25, 2021, Caren
Currier entered into a Stock Purchase Agreement with Lee Ying Chiu Herbert pursuant to which Ms. Currier agreed to sell to Dr. Lee all
30 million shares of Series C Preferred Stock of the Company held by her for aggregate consideration of Four Hundred Ten Thousand Dollars
($410,000). This transaction consummated on November 10, 2021. In connection with the acquisition, Ms. Currier resigned from all her positions
with the Company and the following persons were appointed to serve in the positions set forth next to their names:

Name

Position

FU Wah

Chief Executive Officer, Secretary, Director

LAU Ping Kee

Chief Financial Officer, Director

Acquisition of Powertech

On December 15, 2021, we acquired
50,000 shares of Powertech Management Limited, a limited liability company organized under the laws of the British Virgin Islands (“Powertech”),
representing all of its issued and outstanding securities, from its shareholders Silver Bloom Properties Limited and FU Wah in exchange
for 2,835,820,896 shares of our Common Stock. In connection with the acquisition, each of Silver Bloom Properties Limited and FU Wah received
2,126,865,672 and 708,955,224 shares of our Common Stock, respectively. Powertech operates its smart power supply business through its
wholly owned subsidiary Powertech Corporation Limited, a limited liability company organized under the laws of Hong Kong. The Company
relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act
in selling the Company’s securities to the shareholders of Powertech.

Prior to the Share Exchange,
the Company was considered as a shell company due to its nominal assets and limited operation. The transaction was treated as a recapitalization
of the Company.

The Share Exchange between
the Company and Powertech on December 15, 2021, is deemed a merger of entities under common control for which FU Wah is the common director
and shareholder of both the Company and Powertech. Under the guidance in ASC 805 for transactions between entities under common control,
the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Transfer, which required
the retrospective combination of the Company and Powertech for all periods presented.

As a result of our acquisition
of Powertech, we entered into the smart power supply business.

4

Certain corporate developments of the Company

Effective December 27, 2023,
the Company amended its Certificate of incorporation to: (i) change its name to OneSolution Technology Inc.; (ii) increase the authorized
capital stock from 6,085,000,000, consisting of 6,000,000,000 shares of common stock, par value $0.001, and 85,000,000 shares of preferred
stock, to 36,100,000,000 consisting of 36,000,000,000 shares of common stock, par value $0.001, and 100,000,000 shares of preferred stock,
par value $0.001; (iii) elect not to be governed by Section 203 of the Delaware General Corporation Law; and (iv) adopt the Amended and
Restated Certificate of Incorporation for the purpose of consolidating the amendments to the Company’s Certificate of Incorporation
and to conform the par values of the preferred stock.

On August 8, 2022, the Company
filed a registration statement on Form S-8, which authorized the issuance of the Company’s common stock as the compensation for
the consultants who have provided services for the Company. On August 12, 2022, 151,515,152 shares of the Company’s common stock
have been issued to the consultants.

On August 30, 2022, the Company
appointed the following individuals to serve as independent directors of the Company:

Name

Age

Office(s)

Wong Kan Tat Frederick

58

Independent Director

Lo Mei Fan Pauline

51

Independent Director

None of the foregoing persons
has a direct family relationship with any of the Corporation’s directors or executive officers, or any person nominated or chosen
by the Corporation to become a director or executive officer.

None of the foregoing officers
and directors will receive compensation in connection with their service on our Board of Directors or as an executive officer.

The Company adopted an Insider
Trading Compliance Program, established an audit committee, a compensation committee and a nomination and governance committee, and adopted
charters to govern the governance of such audit, compensation, nomination and governance committees. The audit and compensation committees
consist of Mr. Wong Kan Tat Frederick and Ms. Lo Mei Fan Pauline, our independent directors, and Mr. Lau Ping Kee, our Chief Financial
Officer and Director. Mr. Lau is the chair of our audit committee and compensation committee. Our nomination and governance committee
consists of Mr. Wong Kan Tat Frederick, Ms. Lo Mei Fan Pauline, and Mr. Fu Wah, our Chief Executive Officer, Secretary and Director. Mr.
Fu is the chair of our nomination and governance committee.

The Company believes that
the above actions are the first step for the Company to establish good corporate governance which could lead to corporate success and
growth in the future.

On January 22, 2025, the board
of directors of the Company and certain stockholders holding a majority of the voting rights of our common stock approved by written consent
in lieu of a special meeting the taking of all steps necessary to effect the corporate actions as described below:

1.
Amend the Company’s Certificate of Incorporation filed with the Delaware Secretary of State (the “Certificate of Incorporation”) to change the Company’s name to King Resources, Inc.;

2.
Amend the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State (the “Certificate of Incorporation”) to effect a 1-for-10,000 reverse stock split of our issued and outstanding Common Stock (the “Reverse Stock Split”);

3.
Issue to all shareholders that directly as a result of the Reverse Stock Split would hold less than 100 shares of common stock of the Company (each, an “Affected Shareholder”) such number of additional shares of common stock so that each Affected Shareholder shall hold 100 shares of common stock of the Company after the Reverse Stock Split; and

4.
Ratify certain prior corporate acts as valid acts of the Company.

The Company is in the process
of undergoing FINRA review regarding the above mentioned corporate actions.

5

Disposition of Powertech and Acquisition of Heavenly
Grace

On September 30, 2024, the Company
conducted a corporate restructuring and disposed of all equity interests in Powertech Management Limited and Powertech Corporation Limited,
and the disposal of these subsidiaries resulted from a net gain of $2,513,875. As a result, the Company exited its former smart power
supply business.

On November
21, 2024, the Company acquired Heavenly Grace Limited from a related party at its net carrying value of approximately $7,000, which did
not operate any businesses in prior years. The Company is operating its arts and collectibles business through Heavenly Grace Limited.

Our Business

According to The Art Basel
and UBS Global Art Market Report 2021, the global arts market annual transactional volume is estimated to be $50.1 billion for 2020.
According to Forbes, the global collectibles market reached $370 billion in 2016. Reuters reported that the collectible NFT market is
approximately $13.7 million in the first half of 2020. Our DOT builds on top of the blockchain NFT technologies as the underlying technology
infrastructure, even though we are still in the early stages in adoption of our DOTs, the trading volume of NFTs as reported by Reuters
for the first half of 2021 has already reached approximately at $2.5 billion. Building on top of the blockchain NFT technologies, we
believe DOTs have the potential to be as revolutionary and widely adopted as the internet. The unique properties of DOTs position them
as a digital alternative to representing ownership of art and collectible pieces. We expect the DOT ecosystem to expand into the mainstream
of art community around the world in the coming decades.

Heavenly Grace Limited (“Heaven
Grace”), our primary operating subsidiary, is engaged in the arts and collectibles business and operates both an online and physical
arts and collectibles trading platform. The vision of Heavenly Grace is to modernize
the way we buy, collect and trade art and collectible pieces to provide a more pleasurable, transparent, and value enhancing experience
for the collector and artist communities.

Heavenly Grace currently purchases
collectibles that have been appraised by market recognized professionals. These collectibles are acquired at a discount of up to 50% of
appraised value and are primarily sourced collectibles from China and Hong Kong. We then sell the collectibles at or over the appraised
valuation price either through our online trading platform or through third-party auction houses located in Hong Kong or France. Heavenly
Grace is able to make a profit from the sale if it is able to sell the collectibles at a price above its total costs of acquisition. In
the future, we expect to expand our collectible sources worldwide as opportunity permits.

We are also continuing to develop
our online trading platform to incorporate P2P capabilities to allow sellers and collectors to directly engage and conduct transactions
in exchange for platform and transaction fees from the sellers. We expect our P2P development to proceed as working capital permits. Our
online trading platform is hosted in Hong Kong.

Digital Ownership Token
(DOT)

A
few of the challenges with collecting physical arts and collectibles are provenance of the piece, authenticity and valuation. To
facilitate the online and offline sales of collectibles, Heavenly Grace utilizes blockchain and NFT technologies to create title documentation
and a transparent ledger for each artwork or collectible to enhance the overall experience of each collector in order to facilitate sale
transaction logistics. In addition, we also provide authentication, valuation and certification (“AVC”) service, sale and
purchase, hire purchase, financing, custody, security and exhibition (“CSE”) services to art and collectibles buyers through
traditional methods as well as through leveraging blockchain technology through the creation of Digital Ownership Tokens (“DOTs”).

6

Technologically, we store the
authenticated information of the items, as well as their relative trading and ownership history using NFT technology, which we call Digital
Ownership Token (“DOT”). All items that we acquire will be tagged with a DOT and the information will be stored using the
blockchain technology. We believe that DOTs can serve as a trusted certification of authenticity for collectible items. We also offer
the tagging of DOTs for clients onto their own collectible items.

We intend to leverage blockchain
technology to help resolve the issues of provenance, authenticity and ownership in the arts and collectibles market. We intend to embed
into the blockchain for each art or collectible piece an independently appraised valuation, a 3D rendering of the piece, a high-definition
photo of the piece, an AI recognition file of the piece and a set of legal documents to provide proof of ownership and provenance of the
piece to the blockchain. Each piece will be minted into an individual DOT with the list of items embedded. The DOTs are intended to provide
assurance on the authenticity of art or collectible pieces as well as act as a record of ownership transfers using blockchain technology
to establish provenance of the piece. We believe this type of DOT would address some of the key challenges collectors presently face with
arts and collectibles.

The metadata of an NFT allows
very little information to be included. Generally, NFTs may contain a link to where an image is stored, while bundling terms and conditions
governing the image, which are not incorporated in the NFT itself.

With this method, not only the
DOT is immutable by nature, the information pointed by the link in metadata of the DOT cannot be changed as well since it is also saved
in a decentralized storage system. The costs involved include (1) the 3D scanning of the item which takes between 2-3 days to be scanned
and rendered, (2) the taking of high quality images for each of the item, (3) the training of the AI recognition file which takes between
3-5 days, (4) obtaining a valuation report from the independent appraiser, and (5) minting the DOT onto the blockchain

We use NFT technology to create
our DOTs so that we can enhance the way people collect artwork. Each piece will be minted by third parties into an individual DOT with
the list of items embedded. We expect to mint our DOTs on the Binance Smart Chain and the Polygon Chain. We chose these two blockchains
based on the criteria of (i) fees, (ii) carbon footprint, and (iii) marketplaces. Binance Smart Chain has higher fees and carbon footprint
than Polygon but caters to a different market segment, which is the market that is familiar with the Binance ecosystem. We used them when
we needed to access the market segment that Binance Smart Chain targets and Polygon Chain does not target. Polygon Chain had lower fees
and carbon footprint as compared to Binance Smart Chain and was accepted by many marketplaces.

The DOTs are intended to provide
assurance on the authenticity of art or collectible pieces as well as act as a record of ownership transfers using blockchain technology
to establish provenance of the piece. We believe this type of DOT would address some of the key challenges collectors presently face with
arts and collectibles. The DOTs were not sold as separate products but instead represented ownership title to the physical artwork on
our platform in order to facilitate transaction logistics.

We generally do not mint or maintain
custody of the DOTs or crypto assets. Where possible, we adopt a “sell then mint” process, where the DOTs are not minted unless
the item have been sold. This is in line with how legal documents are created where an Assignment is only drafted and signed after a sale
of a property (e.g., scanned copies of an Assignment can be created in PDF form thereafter). The DOT merely a digital ownership title
to a physical item.

Before the DOTs are sold,
we store the underlying physical art pieces in our warehouse. We have purchased insurance that covers the art pieces stored in our warehouse.
After the DOTs are sold, customers can choose to ship out the underlying art pieces or not. If customers want to ship out the art pieces,
they will have to pay for the shipping and insurance fees.

The Company does not engage in
the business of purchasing, holding or trading crypto currencies. We receive fiat and cash from the sale of art and collectibles
and collection of transaction fees derived from the secondary and subsequent sales of the collectibles.

7

We expect to provide several
services, including authentication, valuation and certification (“AVC”) service, sale and purchase, hire purchase, and custody,
security and exhibition (“CSE”) services.

AVC Services

As part of our AVC
services, we intend to conduct authentication appraisal and valuation assessment of arts and collectibles through a panel of
independent third-party appraisers. The appraisers will appraise the items and produce a certification showing whether the
collectible piece is authentic with their estimated value. Once the item has been authenticated, it will undergo a scanning process
to build a 3D model and a unique “fingerprint ID” for the item will be created through proprietary AI technology for
future verification.

Hire
Purchase Services; Financing

We can
facilitate the purchase of arts and collectibles by offering certain of our buyers the option of taking possession of the arts and collectibles
while paying on an installment basis. Prior to receipt of full payment, ownership of the arts and collectibles will remain with Heavenly
Grace. We would have a collateral interest in the artwork for the loan, in the form of a pledge, a charge, or a hypothecation, in the
same way that the collateral is taken over other assets. Once the buyer makes the last payment, the ownership of the arts and collectibles
will transfer to the buyer once full payment has been received.

CSE
Services

For collectors
who purchase our arts and collectibles and do not wish to take collection of the pieces, we intend to offer custodian services and have
these arts and collectibles stored and safely secured until the collector elects to take possession. We also intend to allow the collectors
to subscribe for additional security services for their art pieces be it when it is in our custody or when the item is on the move either
to be delivered or collected from the collector. We intend to also introduce exhibition services to collectors and artist to organize
exhibitions of artworks and collections in our gallery or other specialized art events.

Sales and Marketing

We expect to work with third party
auction houses as our primary sales channels for the art and collectibles. We anticipate relying on third party auction houses located
primarily in Hong Kong and France to sell the art and collectibles items to their global collector networks. As we continue to develop
our online art and collectibles platform, we plan to obtain our customers through our own online platform as well.

Major Customers

We have a single major customer,
Marvel Digital Group Limited, contributing our revenue of $76,921 and $70,296, for the years ended March 31, 2025 and 2024, respectively.

Our major customer is located
in Hong Kong. Generally, we are not a party to any long-term agreements with our customers. From time to time, we may enter into long
term contracts with major customers and subcontract the performance of the contract to corresponding network partners according to the
price and area.

Seasonality

The market of collectibles
may be affected by local and global economical cycles.

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Insurance

We maintain certain insurance
in accordance with customary industry practices in Hong Kong. Under Hong Kong law, there is a requirement that all employers in the city
must purchase Employee's Compensation Insurance to cover their liability in the event that their staff suffers an injury or illness during
the normal course of their work. We maintain Employee’s Compensation Insurance, office insurance and third-party risks insurance
for its business purposes.

CORPORATE INFORMATION

Our principal executive and
registered offices are located at Unit 1813, 18/F, Fo Tan Industrial Centre, 26-28 Au Pui Wan Street, Fo Tan, Hong Kong, telephone number
+852 3585 8905.

COMPETITION

We operate
in a highly specialized area that is evolving very quickly with rapid developments. Currently we compete with traditional collectibles
shops and leading arts and collectible sellers such as Christie’s and Sotheby’s which may offer substantially the same or
similar service offerings as us. Auction houses have a well-established customer base and brand name, but they have not developed sophisticated
technology to transform their business into the blockchain NFT technology area. We believe the principal competitive factors in our market
include the following:

● breadth
of artist and collectibles base;

● sophistication
of proprietary technologies;

● excellence
in legal expertise; and

● strength
and recognition of our brand.

Although we believe we compete
favorably on the factors described above, we anticipate that larger, more established companies may directly compete with us as we continue
to demonstrate the viability of our DOT solution. Many of our potential competitors have longer operating histories, significantly greater
financial, technical, marketing and other resources, larger product and services offerings, larger customer base and greater brand recognition.
These factors may allow our competitors to benefit from their existing customer base with lower acquisition costs or to respond more quickly
than we can to new or emerging technologies and changes in customer requirements. These competitors may engage in more extensive research
and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them
to build a larger customer base or to monetize that customer base more effectively than us. Our competitors may develop products or services
that are similar to our products and services or that achieve greater market acceptance than our products and services. In addition, although
we do not believe that merchant payment terms are a principal competitive factor in our market, they may become such a factor and we may
be unable to compete fairly on such terms.

9

EMPLOYEES AND CONSULTANTS

We have the following full-time
employees and consultants located at Hong Kong and the PRC as set forth below:

Executive officers

1

Operations and R&D

1

Administration staff

1

Total

3

We are required to contribute
to the pension fund for all eligible employees in Hong Kong who are at least 18 but under 65 years of age. We are required to contribute
a specified percentage of the participant’s income based on their ages and wage level. For the years ended March 31, 2025 and 2024,
no pension contributions are made by us. We have not experienced any significant labor disputes or any difficulties in recruiting staff
for our operations.

GOVERNMENT AND INDUSTRY REGULATIONS

OneSolution Technology Inc.
is a Delaware corporation with its operating business located in Hong Kong. As such, the parent holding company, OneSolution Technology
Inc. is subject to the laws and regulations of the United States of America while our operating business is subject to the laws and regulations
of Hong Kong, including labor, occupational safety and health, contracts, tort and intellectual property laws. Furthermore, we need to
comply with the rules and regulations of Hong Kong governing the data usage and regular terms of service applicable to our potential customers
or clients. As the information of our potential customers or clients is preserved in Hong Kong, we need to comply with the Hong Kong Personal
Data (Privacy) Ordinance.

If PRC authorities reinterpret
PRC laws to apply to Hong Kong companies, we may become subject to the laws and regulations of China governing businesses in general,
including labor, occupational safety and health, contracts, tort and intellectual property. We also expect to become subject to PRC laws
if we expand operations into or develop a physical presence in China. We may also become subject to foreign exchange regulations which
might limit our ability to convert foreign currency into Renminbi or Hong Kong Dollars, acquire any other PRC companies, establish VIEs
in the PRC, or make dividend payments from any future WFOEs to us.

United States of America

Privacy and Protection of User Data

We and subsidiaries are subject
to a number of laws, rules, directives, and regulations relating to the collection, use, retention, security, processing, and transfer
of personally identifiable information about our customers and employees in the countries where we operate. Our business will involve
the processing of personal data in many jurisdictions and the movement of data across national borders. As a result, much of the personal
data that we process, which may include certain financial information associated with individuals, is regulated by multiple privacy and
data protection laws and, in some cases, the privacy and data protection laws of multiple jurisdictions. In many cases, these laws apply
not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries, and other parties with
which we have commercial relationships.

10

Hong Kong

The Employment Ordinance is
the main piece of legislation governing conditions of employment in Hong Kong since 1968. It covers a comprehensive range of employment
protection and benefits for employees, including Wage Protection, Rest Days, Holidays with Pay, Paid Annual Leave, Sickness Allowance,
Maternity Protection, Statutory Paternity Leave, Severance Payment, Long Service Payment, Employment Protection, Termination of Employment
Contract, Protection Against Anti-Union Discrimination. In addition, every employer must take out employees’ compensation insurance
to protect the claims made by employees in respect of accidents occurred during the course of their employment.

An employer must also comply
with all legal obligations under the Mandatory Provident Fund (“MPF”) Schemes Ordinance, (CAP. 485). These include enrolling
all qualifying employees in MPF schemes and making MPF contributions for them. Except for exempt persons, employer should enroll for
both full-time and part-time employees who are at least 18 but under 65 years of age into an MPF scheme within the first 60 days of employment.
The 60-day employment rule does not apply to casual employees in the construction and catering industries. Pursuant to the said Ordinance,
we are required to make MPF contributions for our Hong Kong employees once every contribution period (generally the wage period within
1 month). Employers and employees are each required to make regular mandatory contributions of 5% of the employee’s relevant income
to an MPF scheme, subject to the minimum and maximum relevant income levels. For a monthly-paid employee, the minimum and maximum relevant
income levels are $899 and $3,854, respectively.

China

Depending upon the political
climate, we may also become subject to the laws and regulations of China governing businesses in general, including labor, occupational
safety and health, contracts, tort and intellectual property. We may also become subject to foreign exchange regulations might limit our
ability to convert foreign currency into Renminbi, acquire PRC companies, or make dividend payments to KRFG.

PRC Regulations on Tax

Enterprise Income Tax

The EIT Law of the People’s
Republic of China was promulgated by the Standing Committee of the National People’s Congress on March 16, 2007 and became effective
on January 1, 2008, and was later amended on February 24, 2017. The Implementation Rules of the EIT Law (the “Implementation
Rules”) were promulgated by the State Council on December 6, 2007 and became effective on January 1, 2008. According to the
EIT Law and the Implementation Rules, enterprises are divided into resident enterprises and non-resident enterprises. Resident enterprises
shall pay enterprise income tax on their incomes obtained in and outside the PRC at the rate of 25%. Non-resident enterprises setting
up institutions in the PRC shall pay enterprise income tax on the incomes obtained by such institutions in and outside the PRC at the
rate of 25%. Non-resident enterprises with no institutions in the PRC, and non-resident enterprises whose incomes having no substantial
connection with their institutions in the PRC, shall pay enterprise income tax on their incomes obtained in the PRC at a reduced rate
of 10%.

The Arrangement between
the PRC and Hong Kong Special Administrative Region for the Avoidance of Double Taxation the Prevention of Fiscal Evasion with respect
to Taxes on Income (the “Arrangement”) was promulgated by the State Administration of Taxation (“SAT”) on
August 21, 2006 and came into effect on December 8, 2006. According to the Arrangement, a company incorporated in Hong Kong
will be subject to withholding tax at the lower rate of 5% on dividends it receives from a company incorporated in the PRC if it holds
a 25% interest or more in the PRC company. The Notice on the Understanding and Identification of the Beneficial Owners in the Tax Treaty (the
“Notice”) was promulgated by SAT and became effective on October 27, 2009. According to the Notice, a beneficial ownership
analysis will be used based on a substance-over-form principle to determine whether or not to grant tax treaty benefits.

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In April 2009, the Ministry
of Finance, or MOF, and SAT jointly issued the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring
Business, or Circular 59. In December 2009, SAT issued the Notice on Strengthening Administration of Enterprise Income Tax for Share
Transfers by Non-PRC Resident Enterprises, or Circular 698. Both Circular 59 and Circular 698 became effective retroactively
as of January 2008. In February 2011, SAT issued the Notice on Several Issues Regarding the Income Tax of Non-PRC Resident Enterprises,
or SAT Circular 24, effective April 2011. By promulgating and implementing these circulars, the PRC tax authorities have enhanced
their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-resident enterprise.

Under Circular 698, where
a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC “resident enterprise”
indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may
be subject to PRC enterprise income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable
commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular
698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related
parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable
income of the transaction.

In February 2015, the SAT
issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that
is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth
under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate
holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and
has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market.
Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer)
of the taxable assets. Where a non-resident enterprise conducts an “indirect transfer” by transferring the taxable assets
indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the
transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer.
Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company
if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result,
gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated
to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests
in a PRC resident enterprise.

On October 17, 2017,
the SAT issued a Notice Concerning Withholding Income Tax of Non-Resident Enterprise, or SAT Notice No. 37, which abolishes Circular 698
and certain provisions of Circular 7. SAT Notice No. 37 reduces the burden of the withholding obligator, such as revocation
of contract filing requirements and tax liquidation procedures, strengthens the cooperation of tax authorities in different places, and
clarifies the calculation of tax payable and mechanism of foreign exchange.

Value-added Tax

Pursuant to the Provisional
Regulations on Value-added Tax of the PRC, or the VAT Regulations, which were promulgated by the State Council on December 13, 1993, took
effect on January 1, 1994, and were amended on November 10, 2008, February 6, 2016, and November 19, 2017, respectively, and the Rules
for the Implementation of the Provisional Regulations on Value-added Tax of the PRC, which were promulgated by the MOF on December 25,
1993, and were amended on December 15, 2008, and October 28, 2011, respectively, entities and individuals that sell goods or labor services
of processing, repair or replacement, sell services, intangible assets, or immovables, or import goods within the territory of the People’s
Republic of China are taxpayers of value-added tax. The VAT rate is 17% for taxpayers selling goods, labor services, or tangible movable
property leasing services or importing goods, except otherwise specified; 11% for taxpayers selling services of transportation, postal,
basic telecommunications, construction and lease of immovable, selling immovable, transferring land use rights, selling and importing
other specified goods including fertilizers; 6% for taxpayers selling services or intangible assets.

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According to the Notice on
the Adjustment to the Value-added Tax Rates issued by the SAT and the MOF on April 4, 2018, where taxpayers make VAT taxable sales or
import goods, the applicable tax rates shall be adjusted from 17% to 16% and from 11% to 10%, respectively. Subsequently, the Notice on
Policies for Deepening Reform of Value-added Tax was issued by the SAT, the MOF and the General Administration of Customs on March 30,
2019 and took effective on April 1, 2019, which further adjusted the applicable tax rate for taxpayers making VAT taxable sales or importing
goods. The applicable tax rates shall be adjusted from 16% to 13% and from 10% to 9%, respectively.

Dividend Withholding Tax

The Enterprise Income Tax
Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident
investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but
the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived
from sources within the PRC.

PRC Laws and Regulations on Employment and
Social Welfare

Labor Law of the PRC

Pursuant to the Labor Law
of the PRC, which was promulgated by the Standing Committee of the National People’s Congress (“NPC”) on July 5,
1994 with an effective date of January 1, 1995 and was last amended on August 27, 2009 and the Labor Contract Law of the PRC,
which was promulgated on June 29, 2007, became effective on January 1, 2008 and was last amended on December 28, 2012,
with the amendments coming into effect on July 1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace,
strictly comply with applicable rules and standards on workplace safety and hygiene in China, and educate employees on such rules and
standards. Furthermore, employers and employees shall enter into written employment contracts to establish their employment relationships.
Employers are required to inform their employees about their job responsibilities, working conditions, occupational hazards, remuneration
and other matters with which the employees may be concerned. Employers shall pay remuneration to employees on time and in full accordance
with the commitments set forth in their employment contracts and with the relevant PRC laws and regulations. Our Hong Kong subsidiary
currently does not comply with PRC laws and regulations, but complies with Hong Kong laws and regulations.

Social Insurance and Housing Fund

Pursuant to the Social
Insurance Law of the PRC, which was promulgated by the Standing Committee of the NPC on October 28, 2010 and became effective on
July 1, 2011, employers in the PRC shall provide their employees with welfare schemes covering basic pension insurance, basic medical
insurance, unemployment insurance, maternity insurance, and occupational injury insurance. Our Hong Kong subsidiary has not deposited
the social insurance fees in full for all the employees in compliance with the relevant regulations. We may be ordered by the social
security premium collection agency to make or supplement contributions within a stipulated period, and shall be subject to a late payment
fine computed from the due date at the rate of 0.05% per day; where payment is not made within the stipulated period, the relevant administrative
authorities shall impose a fine ranging from one to three times the amount of the amount in arrears. Our Hong Kong subsidiary has not
deposited the social insurance fees as required by relevant regulations.

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In accordance with the Regulations
on Management of Housing Provident Fund, which were promulgated by the State Council on April 3, 1999 and last amended on March 24,
2002, employers must register at the designated administrative centers and open bank accounts for depositing employees’ housing
funds. Employers and employees are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average
salary of the employee in the preceding year in full and on time. Our subsidiaries have not registered at the designated administrative
centers nor opened bank accounts for depositing employees’ housing funds. They also have not deposited employees’ housing
funds. Our subsidiaries may be ordered by the housing provident fund management center to complete the registration formalities, open
bank accounts, make the payment and deposit within a prescribed time limit if they become subject to PRC laws. Failing to register or
open bank accounts at the expiration of the time limit could result in fines of not less than RMB 10,000 nor more than RMB 50,000. And
an application may be made to a people’s court for compulsory enforcement if payment and deposit has not been made after the expiration
of the time limit.

PRC Regulations Relating to Foreign Exchange

General Administration of Foreign Exchange

The principal regulation governing
foreign currency exchange in the PRC is the Administrative Regulations of the PRC on Foreign Exchange (the “Foreign Exchange
Regulations”), which were promulgated on January 29, 1996, became effective on April 1, 1996 and were last amended on
August 5, 2008. Under these rules, Renminbi is generally freely convertible for payments of current account items, such as trade-
and service-related foreign exchange transactions and dividend payments, but not freely convertible for capital account items, such as
capital transfer, direct investment, investment in securities, derivative products or loans unless prior approval by competent authorities
for the administration of foreign exchange is obtained. Under the Foreign Exchange Regulations, foreign-invested enterprises in the PRC
may purchase foreign exchange without the approval of SAFE to pay dividends by providing certain evidentiary documents, including board
resolutions, tax certificates, or for trade- and services-related foreign exchange transactions, by providing commercial documents evidencing
such transactions.

Circular No. 37 and Circular No. 13

Circular 37 was released by
SAFE on July 4, 2014 and abolished Circular 75 which had been in effect since November 1, 2005. Pursuant to Circular 37, a PRC
resident should apply to SAFE for foreign exchange registration of overseas investments before it makes any capital contribution to a
special purpose vehicle, or SPV, using his or her legitimate domestic or offshore assets or interests. SPVs are offshore enterprises directly
established or indirectly controlled by domestic residents for the purpose of investment and financing by utilizing domestic or offshore
assets or interests they legally hold. Following any significant change in a registered offshore SPV, such as capital increase, reduction,
equity transfer or swap, consolidation or division involving domestic resident individuals, the domestic individuals shall amend the registration
with SAFE. Where an SPV intends to repatriate funds raised after completion of offshore financing to the PRC, it shall comply with
relevant PRC regulations on foreign investment and foreign debt management. A foreign-invested enterprise established through return investment
shall complete relevant foreign exchange registration formalities in accordance with the prevailing foreign exchange administration regulations
on foreign direct investment and truthfully disclose information on the actual controller of its shareholders.

If any shareholder who is
a PRC resident (as determined by the Circular No. 37) holds any interest in an offshore SPV and fails to fulfil the required foreign
exchange registration with the local SAFE branches, the PRC subsidiaries of that offshore SPV may be prohibited from distributing their
profits and dividends to their offshore parent company or from carrying out other subsequent cross-border foreign exchange activities.
The offshore SPV may also be restricted in its ability to contribute additional capital to its PRC subsidiaries. Where a domestic resident
fails to complete relevant foreign exchange registration as required, fails to truthfully disclose information on the actual controller
of the enterprise involved in the return investment or otherwise makes false statements, the foreign exchange control authority may order
them to take remedial actions, issue a warning, and impose a fine of less than RMB 300,000 on an institution or less than RMB 50,000
on an individual.

Circular 13 was issued by
SAFE on February 13, 2015, and became effective on June 1, 2015. Pursuant to Circular 13, a domestic resident who makes a capital
contribution to an SPV using his or her legitimate domestic or offshore assets or interests is no longer required to apply to SAFE for
foreign exchange registration of his or her overseas investments. Instead, he or she shall register with a bank in the place where the
assets or interests of the domestic enterprise in which he or she has interests are located if the domestic resident individually seeks
to make a capital contribution to the SPV using his or her legitimate domestic assets or interests; or he or she shall register with a
local bank at his or her permanent residence if the domestic resident individually seeks to make a capital contribution to the SPV using
his or her legitimate offshore assets or interests.

We cannot assure that our
PRC beneficial shareholders have completed registrations in accordance with Circular 37.

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Circular 19 and Circular 16

Circular 19 was promulgated
by State Administration of Foreign Exchange (“SAFE”) on March 30, 2015, and became effective on June 1, 2015. According
to Circular 19, the foreign exchange capital in the capital account of foreign-invested enterprises, meaning the monetary contribution
confirmed by the foreign exchange authorities or the monetary contribution registered for account entry through banks, shall be granted
the benefits of Discretional Foreign Exchange Settlement (“Discretional Foreign Exchange Settlement”). With Discretional Foreign
Exchange Settlement, foreign capital in the capital account of a foreign-invested enterprise for which the rights and interests of monetary
contribution have been confirmed by the local foreign exchange bureau, or for which book-entry registration of monetary contribution has
been completed by the bank, can be settled at the bank based on the actual operational needs of the foreign-invested enterprise. The allowed
Discretional Foreign Exchange Settlement percentage of the foreign capital of a foreign-invested enterprise has been temporarily
set to be 100%. The Renminbi converted from the foreign capital will be kept in a designated account and if a foreign-invested enterprise
needs to make any further payment from such account, it will still need to provide supporting documents and to complete the review process
with its bank.

Furthermore, Circular 19 stipulates
that foreign-invested enterprises shall make bona fide use of their capital for their own needs within their business scopes. The capital
of a foreign-invested enterprise and the Renminbi it obtained from foreign exchange settlement shall not be used for the following purposes:

·
directly or indirectly used for expenses beyond its business scope or prohibited by relevant laws or regulations;

·
directly or indirectly used for investment in securities unless otherwise provided by relevant laws or regulations;

·
directly or indirectly used for entrusted loan in Renminbi (unless within its permitted scope of business), repayment of inter-company loans (including advances by a third party) or repayment of bank loans in Renminbi that have been sub-lent to a third party; or

·
directly or indirectly used for expenses related to the purchase of real estate that is not for self-use (except for foreign-invested real estate enterprises).

Circular 16 was issued by
SAFE on June 9, 2016. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign
currency to Renminbi on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange capital
items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis applicable to all enterprises
registered in the PRC. Circular 16 reiterates the principle that an enterprise’s Renminbi capital converted from foreign currency-denominated
capital may not be directly or indirectly used for purposes beyond its business scope or purposes prohibited by PRC laws or regulations,
and such converted Renminbi capital shall not be provided as loans to non-affiliated entities.

PRC subsidiaries' distributions
to their offshore parents are required to comply with the requirements as described above.

PRC Share Option Rules

Under the Administration Measures
on Individual Foreign Exchange Control issued by the People’s Bank of China (“PBOC”) on December 25, 2006, all foreign
exchange matters involved in employee share ownership plans and share option plans in which PRC citizens participate require approval
from SAFE or its authorized branch. Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed
companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special
purpose companies. In addition, under the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating
in Share Incentive Plans of Overseas Publicly-Listed Companies, or the Share Option Rules, issued by SAFE on February 15, 2012, PRC residents
who are granted shares or share options by companies listed on overseas stock exchanges under share incentive plans are required to (i)
register with SAFE or its local branches, (ii) retain a qualified PRC agent, which may be a PRC subsidiary of the overseas listed company
or another qualified institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to
the share incentive plans on behalf of the participants, and (iii) retain an overseas institution to handle matters in connection with
their exercise of share options, purchase and sale of shares or interests and funds transfers.

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PRC Regulation Relating to Dividend Distributions

The principal laws, rules
and regulations governing dividend distributions by foreign-invested enterprises in the PRC are the Company Law of the PRC, as amended,
the Wholly Foreign-owned Enterprise Law and its implementation regulations, the Chinese-foreign Cooperative Joint Venture Law and its
implementation regulations, and the Chinese-foreign Equity Joint Venture Law and its implementation regulations. Under these laws, rules
and regulations, foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance
with PRC accounting standards and regulations. Both PRC domestic companies and wholly-foreign owned PRC enterprises are required to set
aside a general reserve of at least 10% of their after-tax profit, until the cumulative amount of such reserve reaches 50% of their registered
capital. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained
from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

REPORTS TO SECURITY HOLDERS

We are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and accordingly, will file current and periodic reports, proxy statements
and other information with the Securities and Exchange Commission, or the Commission. Information that the Company previously publicly
disclosed was made through the OTC Disclosure and News Service and are available on the OTC Markets Group’s website at www.otcmarkets.com.
With respect to disclosures filed or furnished to the Commission, you may obtain copies of our prior and future reports from the Commission’s
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or on the SEC's website, at www.sec.gov. You may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Near-Term Requirements For
Additional Capital

We believe that we will require
approximately $10 million over the next 18-24 months to implement our business plan. For the immediate future, we intend to finance our
business expansion efforts through loans from existing shareholders or financial institutions.

Available
Information

Access
to all of our Securities and Exchange Commission (“SEC”) filings, including our annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is provided, free of charge, on our website (https://staging.heavenlygraceltd.com)
as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. Except as expressly set
forth in this Form 10-K annual report, the contents of our website are not incorporated into, or otherwise to be regarded as part of
this report.

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