UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________
to____________________
Commission File Number: 001-42652
Linkhome Holdings Inc.
(Exact name of registrant as specified in its charter)
Nevada 93-4316797
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
17901 Von Karman Ave , Ste 450
Irvine , CA
92614
(Address of principal executive offices) (Zip Code)
(800) 680 - 9158
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, Par Value $0.001 LHAI The Nasdaq Capital Market
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 during the 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 requirements
for 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 of Regulation 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 an emerging 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.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
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 or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes ☒ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court.
☐
Yes ☐ No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each
of the issuer’s classes of common stock, as of the latest practicable date.
As of November 13, 2025 the registrant had a
total of 16,230,000 shares of its common stock, par value $0.001 per share, issued and outstanding.
TABLE OF CONTENTS
Page #
PART I - FINANCIAL INFORMATION
1
Item 1. Financial Statements (Unaudited)
1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
Item 3. Quantitative and Qualitative Disclosures About Market Risk
48
Item 4. Controls and Procedures
48
PART II - OTHER INFORMATION
49
Item 1. Legal Proceedings
49
Item 1A. Risk Factors
49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
49
Item 4. Mine Safety Disclosure
49
Item 5. Other Information
49
Item 6. Exhibits
49
Signatures
50
i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements in this Quarterly Report on
Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
and are subject to the safe harbor created thereby. All statements contained in this Quarterly Report on Form 10-Q other than statements
of historical facts, including statements regarding our future results of operations and financial position, our business strategy and
plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions
are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations
and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business
strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject
to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” of our Prospectus dated July
25, 2025 and in any subsequent filing we make with the SEC, as well as in any documents incorporated by reference that describe risks
and factors that could cause results to differ materially from those projected in these forward-looking statements.
Moreover, we operate in a very competitive and
rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can
we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions,
the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially
and adversely from those anticipated or implied in the forward-looking statements.
Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or
events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking
statements after completion of this Quarterly Report on Form 10-Q to conform these statements to actual results or revised expectations.
ii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
LINKHOME HOLDINGS INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2025 AND DECEMBER
31, 2024
September 30,
December 31,
2025
2024
(Unaudited)
Assets
Current Assets
Cash and cash equivalents
$
3,662,388
$
1,670,949
Accounts receivable, net
11,085
18,160
Real estate held for sale
-
907,061
Prepaid expenses and other receivables
2,689,142
27,979
Deferred IPO costs
-
699,499
Due from related party
629
-
Total Current Assets
6,363,244
3,323,648
Noncurrent Assets
Equipment, net
354,183
70,771
Operating lease right-of-use assets, net
1,870,746
29,410
Intangible asset
2,874
1,449
Security deposits
33,255
4,235
Total Noncurrent Assets
2,261,058
105,865
Total Assets
$
8,624,302
$
3,429,513
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable
$
90,775
$
21,300
Auto loan payable, current
8,495
8,102
Operating lease liabilities, current
107,775
29,980
Other current liabilities
890,235
830,065
Due to related party
629
55,000
Total Current Liabilities
1,097,909
944,447
Noncurrent Liabilities
Auto loan payable, noncurrent
28,963
35,381
Operating lease liabilities, noncurrent
294,447
-
Total Noncurrent Liabilities
323,410
35,381
Total Liabilities
1,421,319
979,828
Commitment and Contingencies
Stockholders’ Equity
Preferred stock, $ 0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding at September 30, 2025 and December 31, 2024
-
-
Common stock, $ 0.001 par value, 100,000,000 shares authorized, 16,230,000 and 14,505,000 shares issued and outstanding at September 30, 2025 and December 31, 2024
16,230
14,505
Paid-in capital
5,933,521
1,276,690
Retained earnings
1,253,232
1,158,490
Total Stockholders’ Equity
7,202,983
2,449,685
Total Liabilities and Stockholders’ Equity
$
8,624,302
$
3,429,513
The accompanying notes are an integral part of
these consolidated financial statements.
1
LINKHOME HOLDINGS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER
30, 2025 AND 2024
(UNAUDITED)
Nine Months Ended
September 30,
Three Months Ended
September 30,
2025
2024
2025
2024
Net Revenues
$ 15,819,099
$ 585,528
$ 5,407,677
$ 234,885
Net Revenue – Related Parties
97,560
4,836,256
-
1,823,050
Cost of Revenues
15,339,103
4,533,990
5,201,580
1,553,307
Gross Profit
577,556
887,794
206,097
504,628
Operating Expenses
Selling expenses
25,410
12,236
614
9,576
General and administrative expenses
405,626
331,127
196,059
93,185
Total Operating Expenses
431,036
343,363
196,673
102,761
Operating Income
146,520
544,431
9,424
401,867
Other (Expenses) Income
Interest expense
( 1,945 )
( 2,311 )
( 616 )
( 741 )
Financial expense
( 255 )
( 478 )
( 75 )
( 285 )
Realized gain (loss) on trading securities
( 2,651 )
-
-
Other income, net
1
1,552
-
1,045
Total Other (Expenses) Income, Net
( 4,850 )
( 1,237 )
( 691 )
19
Income before Income Taxes
141,670
543,194
8,733
401,886
Income Tax Expenses
46,928
167,905
9,038
117,777
Net Income (Loss)
$ 94,742
$ 375,289
$ ( 305 )
$ 284,109
Earnings per Share – Basic
$ 0.01
$ 0.03
$ ( 0.00 )
$ 0.02
Weighted Average Number of Common Stock Outstanding – Basic
14,875,220
14,253,777
15,781,500
14,476,739
The accompanying notes are an integral part of
these consolidated financial statements.
2
LINKHOME HOLDINGS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025
AND 2024
(UNAUDITED)
Preferred stock
Common stock
Additional
paid-in
Retained
Total
stockholder’s
Shares
Amount
Shares
Amount
capital
earnings
equity
Balance at July 1, 2025
-
$ -
14,505,000
$ 14,505
$ 1,276,690
$ 1,253,537
$ 2,544,732
Issuance common stocks
1,725,000
$ 1,725
$ 4,656,831
$ 4,658,556
Net loss
-
-
-
-
-
( 305 )
( 305 )
Balance at September 30, 2025
-
$ -
16,230,000
$ 16,230
$ 5,933,521
$ 1,253,232
$ 7,202,983
Balance at July 1, 2024
-
$ -
14,455,000
$ 14,455
$ 1,226,740
$ 471,434
$ 1,712,629
Common shares issued for equity financing
-
-
50,000
50
49,950
-
50,000
Net income
-
-
-
-
-
284,109
284,109
Balance at September 30, 2024
-
$ -
14,505,000
$ 14,505
$ 1,276,690
$ 755,543
$ 2,046,738
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
AND 2024
(UNAUDITED)
Preferred stock
Common stock
Additional
paid-in
Retained
Total
stockholder’s
Shares
Amount
Shares
Amount
capital
earnings
equity
Balance at January 1, 2025
-
$
-
14,505,000
$
14,505
$
1,276,690
$
1,158,490
$
2,449,685
Issuance common stocks
1,725,000
$
1,725
$
4,656,831
$
4,658,556
Net income
-
-
-
-
-
94,742
94,742
Balance at September 30, 2025
-
$
-
16,230,000
$
16,230
$
5,933,521
$
1,253,232
$
7,202,983
Balance at January 1, 2024
-
$
-
13,500,000
$
13,500
$
297,695
$
380,254
$
691,449
Common shares issued for equity financing
-
-
1,005,000
1,005
978,995
-
980,000
Net income
-
-
-
-
-
375,289
375,289
Balance at September 30, 2024
-
$
-
14,505,000
$
14,505
$
1,276,690
$
755,543
$
2,046,738
The accompanying notes are an integral part of
these consolidated financial statements.
3
LINKHOME HOLDINGS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
AND 2024
(UNAUDITED)
Nine Months Ended
September 30,
2025
2024
Cash Flows from Operating Activities
Net Income
$ 94,742
$ 375,289
Adjustments to reconcile net income to net cash used in operating activities:
Realized loss on trading securities
2,651
-
Depreciation
20,238
14,059
Lease expense
66,791
34,010
Change in allowance for credit losses
( 9,092 )
Changes in operating assets and liabilities:
Accounts receivable
7,075
( 1,444,516 )
Real estate held for sale
907,061
-
Prepaid expenses and other receivables
( 2,661,792 )
13,008
Deferred IPO costs
699,499
( 624,218 )
Security deposits
( 29,019 )
( 2,000 )
Accounts payable
69475
20,913
Other current liabilities
60170
650,407
Payment of lease liabilities
( 1,535,886 )
( 33,511 )
Net Cash Used in Operating Activities
( 2,298,995 )
( 1,005,651 )
Cash Flows from Investing Activities
Purchase of trading securities
( 274,718 )
-
Proceeds from sale of trading securities
272,067
-
Purchase of furniture and fixtures
( 303,650 )
( 982 )
Purchase of office equipment
-
( 1,082 )
Purchase of trademark
( 1,425 )
( 399 )
Net Cash Used in Investing Activities
( 307,726 )
( 2,463 )
Cash Flows from Financing Activities
Repayments of auto loan payable
( 6,025 )
( 5,659 )
Proceeds from related party dues
465,976
880,000
Repayments of related party dues
( 520,347 )
( 780,000 )
Proceeds from shares issued in equity financing
4,658,556
980,000
Net Cash Provided by Financing Activities
4,598,160
1,074,341
Net Increase in Cash and Cash Equivalents
1,991,439
66,227
Cash and Cash Equivalents, Beginning of Period
1,670,949
651,911
Cash and Cash Equivalents, End of Period
$ 3,662,388
$ 718,138
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid for Interest
$ 1,945
$ 2,311
Cash Paid for Income Taxes
$ -
$ 4,015
The accompanying notes are an integral part of
these consolidated financial statements.
4
LINKHOME HOLDINGS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND DESCRIPTION
OF BUSINESS
Organization and Business
Linkhome Holdings Inc. (“Linkhome”,
“Linkhome Holdings” or the “Company”) was incorporated in the State of Nevada, U.S. on November 6,
2023 . The Company is a holding entity with no material operation of its own. Linkhome conducts substantially all of the operations through
its fully owned subsidiary Linkhome Realty Group (“Linkhome Realty” or the “Subsidiary”), formerly known as Goldman
Realty & Mortgage Inc. Linkhome Realty was incorporated in the State of California, U.S. on July 13, 2021, and is engaged
in real estate related activities including real estate purchases and sales through Cash Offer, and various real estate services, such
as real estate agency service for buying and selling properties, property management, home renovation and mortgage referral services.
On November 17, 2023, Linkhome Realty obtained the Company’s real estate broker license, following the Company’s Chief
Executive Officer’s (“CEO”) receipt of his personal real estate broker license on August 8, 2023.
On December 1, 2023, all
the shareholders of Linkhome Realty transferred all of their ownerships in Linkhome Realty and exchanged for 13,500,000 shares
of Linkhome Holdings, for which the CEO is the major shareholder. The transfer was considered as a reorganization of entities under common
control. The consolidation of the Company and its subsidiary has been accounted for at historical cost and prepared on the basis as if
the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated
financial statements.
NOTE 2 — SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The accompanying consolidated
financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”)
and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding consolidated financial reporting.
The consolidated financial statements include the accounts of Linkhome Holdings and Linkhome Realty. All intercompany transactions and
balances between the Company and its subsidiary have been eliminated upon consolidation. In the opinion of management, such financial
information includes all adjustments (consisting only of normal recurring adjustments, unless otherwise indicated) considered necessary
for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods.
Emerging Growth Company
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
5
Use of Estimates
The preparation of the consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues
and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition, allowance
for credit losses, income taxes, the useful lives of long-lived assets and assumptions used in assessing impairment of long-lived assets.
Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual amounts
may differ from the estimated amounts, such differences are not likely to be material.
Cash and Cash Equivalents
For purposes of the statements
of cash flows, the Company considers cash, money market funds, investments in interest bearing demand deposit accounts, time deposits
and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalent
readily convertible to known amounts of cash are subject to an insignificant risk of changes in value.
Investments - Trading Securities
The Company classifies investments
in trading securities as financial instruments acquired with the intent to sell them in the near term for profit. Trading securities are
initially recorded at cost and subsequently measured at fair value, with both realized and unrealized gains or losses recognized in the
consolidated statements of income under “Other Income/Expenses.” Unrealized gains or losses arising from changes in the fair
value of trading securities are recognized in the consolidated statements of income at each reporting period, while realized gains or
losses are calculated based on the difference between the sale proceeds and the carrying value of the securities sold.
The company opened an
investment account at J.P. Morgan Chase in January 2025. For the nine months ended September 30, 2025, the Company purchased and
disposed trading securities totaling $ 136,000 . As of September 30, 2025, investment in trading securities totaled $0 . For the nine
and three months ended September 30, 2025, the realized loss of the investment were $ 2,651 and $0 which recognized in the
consolidated statements of income under “Other Income/Expenses.”
Credit Losses
On January 1, 2023, the
Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments” (“ASC 326”). This standard replaced the incurred loss methodology with an expected
loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of
credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable
and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt
securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured
at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL
made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented
as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and
does not believe that it is more likely than not they will be required to sell.
The Company adopted ASC 326
and all related subsequent amendments thereto effective January 1, 2023, using the modified retrospective approach for all financial
assets measured at amortized cost and off-balance sheet credit exposures. The was no transition adjustment of the adoption of CECL.
6
The Company’s accounts
receivable and prepaid expense in the consolidated balance sheets are within the scope of ASC Topic 326. As the Company has limited
customers and debtors, the Company uses the loss-rate method to evaluate the expected credit losses on an individual basis. When
establishing the loss rate, the Company makes the assessment on various factors, including historical experience, creditworthiness of
customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors
that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when
facts and circumstances indicate that the receivable is unlikely to be collected.
Expected credit losses are
recorded as an allowance for credit losses, which is netted against accounts receivable in the consolidated balance sheets, and are recognized
as an expense in the consolidated statements of income. Receivables are written off against the allowance when all collection efforts
have been exhausted and recovery is deemed remote. If the Company recovers amounts that were previously written off, the recovered amounts
are recognized as a reduction to the provision for credit losses in the consolidated statements of income.
Accounts Receivable, Net
Accounts receivable represents
the amounts that the Company has an unconditional right to consideration, which are stated at the historical carrying amount net of allowance
for credit losses. The Company maintains allowances for credit losses for estimated losses. The Company reviews the accounts receivable
on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability
of individual receivable balances, the Company considers many factors, including historical losses, the age of the receivable balance,
the customer’s historical payment pattens and creditworthiness, current economic conditions, and reasonable and supportable forecasts
of future economic conditions. Accounts are written off against the allowance after all means of collection have been exhausted and the
potential for recovery is considered remote. As of September 30, 2025 and December 31, 2024, the Company had no allowances for credit
losses.
Real Estate Held for Sale
Real estate properties acquired
on behalf of clients as part of the Company’s Cash Offer program are classified as real estate held for sale in accordance with
the criteria outlined in FASB ASC Topic 360, “Property, Plant, and Equipment.” Under this classification, properties
held for sale are measured at the lower of cost or fair value less costs to sell. As of September 30, 2025, the Company had no real estate
held for sale. As of December 31, 2024, the Company recorded one property as real estate held for sale with a carrying value of $ 907,061 .
This property was acquired in December 2024 under the Cash Offer program to facilitate a transaction for a client and was subsequently
sold in January 2025.
Advance to Contractor
Advance to contractor represents
amounts paid to contractors in advance for home renovation projects that are not yet completed, from which the Company expects to receive
future economic benefits within its normal operating cycle. Home renovation projects are generally completed within one to three months from
the date the advance payment is made. As of September 30, 2025 and December 31, 2024, advance to contractor totaled $0 and $0 , respectively.
Deferred Initial Public Offering (“IPO”)
Costs
The Company accounts
for deferred IPO costs in accordance with the requirement of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin
(“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist of
underwriting, legal, consulting, and other expenses incurred up to the balance sheet date that are directly attributable to the
planned IPO. These deferred costs will be charged to shareholders’ equity upon the successful completion of the
IPO. If the IPO is unsuccessful, all deferred costs, along with any additional expenses incurred, will be charged to
operations. Upon the completion of the Company’s IPO on July 2025, the deferred IPO costs had been net with the fund raised
and reported under additional-paid-in-capital while the deferred IPO costs totaled $ 699,499 as of December 31, 2024.
7
Equipment, Net
Equipment is stated at cost,
net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred, while
additions, renewals and improvements that extend the useful lives of property and equipment are capitalized. When assets are retired or
otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any resulting gain or
loss is reflected in the consolidated statements of income. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. For the nine months ended September 30, 2025 and 2024, depreciation expense related to furniture and
fixtures, office equipment, and vehicle amounted to $ 20,238 and $ 14,059 , respectively; and $ 10,831 and $ 4,704 for the three months
ended September 30, 2025 and 2024, respectively. The estimated useful lives by asset classification are generally as follows:
Estimated
Useful Life
Furniture and fixtures
3 – 7 years
Office equipment
3 – 5 years
Vehicles
5 years
Impairment of Long-Lived Assets
Long-lived assets, which
include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate
the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets to be held and used is measured by
comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by
which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s
expected future discounted cash flows or market value, if readily determinable.
The Company evaluates events
and changes in circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable. When such events
or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying
value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows
is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such a determination
is made. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Based on the above analysis, no impairment loss was recognized related to these
assets for the nine and three months ended September 30, 2025 and 2024.
Income Taxes
The Company uses the asset
and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this
method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred
tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or
tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the
results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets
reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the
deferred tax assets will not be realized.
The Company follows FASB ASC
Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on recognition of income tax assets and
liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated
with tax positions, accounting for income taxes in interim periods, and income tax disclosures.
8
Under the provisions of FASB
ASC Topic 740, when tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities,
while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately
sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available
evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that
meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent
likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions
taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying
balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest
associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative
expenses in the statements of income. For the nine and three months ended September 30, 2025 and 2024, the Company did not take
any uncertain positions that would necessitate recording a tax related liability.
Prior to January 1, 2024,
Linkhome Realty filed its income tax return under Subchapter S of the Internal Revenue Code (“IRS”) as a S-corporation, and
elected to be taxed as a pass-through entity, for which the income, losses, deductions, and credits flow through to the shareholders
of the company for federal income tax purposes. Effective January 1, 2024, Linkhome Realty’s tax status became C-corporation,
and is subject to a federal income tax rate of 21 % and California state income tax rate of 8.84 %. As a parent holding company
of Linkhome Realty, Linkhome Holdings was incorporated in the State of Nevada on November 6, 2023, and is only subject to a federal
income tax rate of 21 %. Effective for the tax year beginning January 1, 2024, and continuing thereafter unless revoked, Linkhome
Holdings and Linkhome Realty have elected to file a consolidated federal income tax return.
Revenue Recognition
In accordance with ASC 606,
“Revenue from Contracts with Customers,” revenue is recognized when a customer obtains control of promised goods or services.
The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these goods
or services. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identifies
contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction
price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenues when
(or as) it satisfies the performance obligation.
The Company derives its revenues
primarily from real estate services and real estate purchases and sales through Cash Offer.
Real Estate Service Revenue
The Company’s real estate
service revenue consists primarily of real estate agency commission for buying and selling properties for clients, and revenue generated
from property management, home renovation, and mortgage referral services.
The Company earns agency commission
revenue, usually at a fixed percentage of property’s selling price, through facilitating the buy or sale of various types of properties,
including residential, commercial, and land parcels. The Company is considered an agent for these services provided, and reports service
revenue earned through these transactions on a net basis. Revenue is recognized when the agency service is provided, usually at the closing
of escrow.
The Company’s CEO has
owned his personal real estate salesperson license since 2020 and obtained his personal real estate broker license on August 8, 2023.
Prior to obtaining the broker license, the Company performed real estate transactions as a sales agent under a real estate brokerage firm,
an unrelated third party, and earned sales commissions at fixed rates. On November 17, 2023, Linkhome Realty obtained a real estate
broker license for the Company. Thus, the Company gradually transitioned from operating as a sales agent under a third-party real
estate broker to a real estate broker independently. This transition marks a significant shift in the Company’s business model,
as it no longer relies on other firms to conduct real estate transactions.
9
The Company provides property
management services, which include two primary activities: tenant placement and ongoing property management. Tenant placement services
involve marketing the property, identifying suitable tenants, and facilitating the rental agreement. For these services, the Company acts
as an agent and charges a rental commission, either as a percentage of the first year’s rent or a fixed fee. Revenue from tenant
placement is recognized at a point in time when a tenant is secured, and the lease contract is executed. Additionally, the Company provides
ongoing property management services, which may include collecting rent on behalf of the landlord, coordinating maintenance and repairs,
and addressing tenant inquiries during the lease term. For these services, the Company also acts as an agent and charges a service fee.
Revenue from ongoing property management is recognized over time as the services are rendered, as the landlord simultaneously receives
and consumes the benefits of the Company’s efforts.
The Company also offers a full
range of home renovation services, from bathroom and kitchen renovations to customized home renovations and extensions, helping clients
prepare their homes for sale or personalize newly purchased properties. The Company considers itself as a principal for this service as
it has control of the specified service at any time before it is transferred to the customer, which is evidenced by (i) the Company
is primarily responsible for fulfilling the promises to provide home renovation services meeting customer specifications, and assumes
fulfilment risk (i.e., risk that the performance obligation will not be satisfied); and (ii) the Company has discretion in selecting
third-party renovation contractors and establishing the price, and bears the risk for services that are not fully paid for by customers.
The renovation period is usually within one to three months; the Company recognizes revenue when the renovation service is completed,
on a gross basis with corresponding costs incurred.
In addition, the Company collaborates
with lending institutions and mortgage brokers to assist clients in seeking and securing mortgage services, and aiding clients in the
process of obtaining loans or financing for property purchases. The Company receives a referral fee as a percentage of the loan amount
and recognizes revenue when the loan is approved.
Revenue from Property Purchases and Sales through
Cash Offer
The Company’s revenue
from purchases and sales through Cash Offer consists primarily of the Company’s purchasing a hot property in cash and then selling
it to a customer. The Company purchases a property in cash with ownership transferred to Linkhome Realty. Subsequently, Linkhome Realty
sells the property to the customer within a short period of time. Both purchase and sales transactions go through an escrow company. The
Company is the principal of these transactions and recognizes revenue and cost when the property purchased is sold and escrow is closed.
This type of revenue does not contain a financing component due to there being no difference between the amount of promised consideration
and the cash selling price of the promised goods or services, and the length of time between when the Company transfers the promised goods
or services to the customer and when the customer pays for those goods is very short, usually within a few weeks or a few months.
Disaggregation of Revenue
The following table provides
information about disaggregated revenue by revenue stream.
Three Months
Ended
September 30,
2025
Three Months
Ended
September 30,
2024
Real estate service revenue
Real estate agency commission
$ 199,048
$ 299,789
Property management service
2,927
4,046
Home renovation service
-
84,100
Mortgage referral fee
3,500
-
Rental commissions
18,930
-
Total real estate service revenue
224,405
387,935
Revenue from property purchases and sales through Cash Offer
5,183,272
1,670,000
Total revenues
$ 5,407,677
$ 2,057,935
10
Nine Months Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Real estate service revenue
Real estate agency commission
$
435,134
$
591,680
Property management service
6,461
11,784
Home renovation service
82,769
203,726
Mortgage referral fee
30,103
4,050
Rental commissions
18,930
-
Total real estate service revenue
573,397
811,240
Revenue from property purchases and sales through Cash Offer
15,343,262
4,610,544
Total revenues
$
15,916,659
$
5,421,784
Cost of Revenues
Cost of revenues consists primarily
of (i) costs related to property purchases made under Linkhome Realty’s name, which are subsequently sold to customers, and
(ii) costs associated with real estate services, including commission expenses for real estate agents working for the Company and
renovation costs incurred for home renovation services.
Segment Information
On October 1, 2024, the
Company adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The
Company applies the “management approach” to identify operating segments, as required by ASC 280-10-50. Under this approach,
operating segments are components of the business whose operating results are regularly reviewed by the chief operating decision maker
(“CODM”) to assess performance and allocate resources. The Company’s CODM is the senior executive committee, which includes
the Chief Executive Officer and the Chief Financial Officer.
The CODM manages the Company’s
operations as a single operating and reportable segment, referred to as the Real Estate Solutions segment, which includes all activities
related to the Company’s integrated real estate platform. The Company manages its business activities on a consolidated basis, including
two primary revenue streams: (1) Cash Offer transactions, in which the Company purchases and resells properties for customers; and
(2) real estate services, including real estate agency services, property management services, home renovation services, and mortgage
referral services. See “ Revenue Recognition ” for a breakdown of revenues by stream.
The accounting policies of
the Real Estate Solutions segment are the same as those described elsewhere in the summary of significant accounting policies. The CODM
assesses segment performance and allocates resources based on net income, which is also reported in the Company’s consolidated statements
of income. The CODM does not evaluate individual revenue streams separately and receives financial reporting only at the consolidated
level.
Net income is used by the CODM
to evaluate the return on segment assets and determine whether to reinvest profits in the business, fund acquisitions, or return capital
to shareholders. Net income is also used to compare actual performance against budget and to benchmark the Company’s performance
against industry peers. These evaluations form the basis for internal performance assessments and management compensation decisions.
11
The following table presents
the segment revenue, segment profit or loss, and significant segment expenses included in the measure of segment performance for the three
months ended September 30, 2025 and 2024:
Three
Months Ended
September 30,
2025
Three
Months Ended
September 30,
2024
Segment
revenues (1)
$
5,407,677
$
2,057,935
Less:
Cost
of revenues
5,201,580
1,553,307
Segment
gross profit
206,097
504,628
Less:
Payroll
and payroll tax expenses
45,957
34,834
Legal
and accounting expenses
59,405
34,164
Rent
expense
44,871
11,513
Other
segment items (2)
35,684
16,786
Depreciation
and amortization
10,831
4,704
Interest
expense
616
741
Income
tax expense
9,038
117,777
Segment
net income
$
( 305
)
$
284,109
Reconciliation
of profit or loss
Adjustments
and reconciling items
-
-
Consolidated
net income
$
( 305 )
$
284,109
The following table presents
the segment revenue, segment profit or loss, and significant segment expenses included in the measure of segment performance for the nine
months ended September 30, 2025 and 2024:
Nine Months Ended
September 30,
2025
Nine Months Ended
September 30,
2024
Segment revenues (1)
$
15,916,659
$
5,421,784
Less:
Cost of revenues
15,339,103
4,533,990
Segment gross profit
577,556
887,794
Less:
Payroll and payroll tax expenses
147,296
117,329
Legal and accounting expenses
105,976
149,443
Rent expense
68,920
34,368
Other segment items (2)
91,511
27,090
Depreciation and amortization
20,238
14,059
Interest expense
1,945
2,311
Income tax expense
46,928
167,905
Segment net income
$
94,742
$
375,289
Reconciliation of profit or loss
Adjustments and reconciling items
-
-
Consolidated net income
$
94,742
$
375,289
(1) Segment revenues represent
revenues from external customers and are consistent with consolidated net revenues as reported in the Company’s consolidated statements
of income. The Company had no intra-entity sales or transfers for the periods presented.
(2) Other segment items include marketing expenses, business license expenses, office expenses, and other overhead expenses.
12
The following table presents
segment assets and expenditures for segment assets. Segment assets are reviewed on a consolidated basis and reflect total consolidated
assets as reported in the Company’s consolidated balance sheets. Expenditures for segment assets include additions to long-lived assets.
September 30,
2025
December 31,
2024
Segment assets
$ 8,624,302
$ 3,429,513
Three Months
Ended
September 30,
2025
Three Months
Ended
September 30
2024
Expenditures for segment assets (1)
$
303,650
$
-
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Expenditures for segment assets (1)
$
303,650
$
2,463
(1) Expenditures for the three months ended September 30, 2025,
included purchases of office equipment ($0) , furniture ($ 217,000 ), Leasehold Improvement ($ 86,650 ) and a trademark ($0) . Expenditures
for the three months ended September 30, 2024, included purchases of office equipment ($0) , furniture ($0) , Leasehold Improvement ($0)
and a trademark ($0) .
Expenditures for the nine months ended September 30, 2025, included purchases of office equipment ($0) , furniture ($ 217,000 ), Leasehold Improvement ($ 86,650 ) and a trademark ($0) . Expenditures for the nine months ended September 30, 2024, included purchases of office equipment ($ 1,082 ), furniture ($ 982 ), Leasehold Improvement ($0) and a trademark ($ 399 ).
All of the Company’s
revenues and long-lived assets were attributable to operations in the United States for the three and nine months ended
September 30, 2025 and 2024. All customers resided in the United States, and all properties purchased and sold by the Company were
located in the United States. Therefore, no geographical disaggregation is presented.
For the three months
ended September 30, 2025, revenues from the Company’s three largest customers accounted for approximately 28.2 %, 24.35 %, and 18.78 %
of total revenues, respectively. For the three months ended September 30, 2024, revenue from one related-party customer accounted
for approximately 84.61 % of total revenues.
For the nine months ended September
30, 2025, revenues from the Company’s three largest customers accounted for approximately 9.54 %, 8.23 %, and 6.34 % of total revenues,
respectively. For the nine months ended September 30, 2024, revenues from the Company’s three largest customers accounted for approximately
37.18 %, 30.80 %, and 17.05 % of total revenues, respectively.
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable.
The Company has concentrated its credit risk for cash by maintaining deposits in the financial institutions in the United States.
Deposits in these financial institutions may, from time to time, exceed the Federal Deposit Insurance Corporation (“FDIC”)’s
federally insured limits. The standard insurance amount is $ 250,000 per depositor, per insured bank, for each account ownership category.
The bank deposits exceeding the standard insurance amount will not be covered. The Company did not incur any losses on its cash and cash
equivalents as of September 30, 2025 and December 31, 2024.
13
Fair Value of Financial Instruments
The Company applies the fair
value measurement accounting standard in accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” whenever
other accounting pronouncements require or permit fair value measurements. Fair value is defined in ASC 820-10 as the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable
or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market
data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market
assumptions. The fair value hierarchy consists of the following three levels (Level 1 is the highest priority and Level 3 is the lowest
priority):
● Level 1 — Observable
inputs that reflect quoted prices for identical assets or liabilities in active markets.
● Level 2 — Inputs
other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly, including
quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive
markets, or other observable inputs that can be corroborated by observable market data.
● Level 3 — Unobservable
inputs that are not supported by market data. Unobservable inputs are developed based on the best information available, which might
include the Company’s own data.
As of September 30, 2025, the
Company had no remaining investments in trading securities. During the reporting period, the Company had invested in trading securities,
which were measured at fair value using Level 1 inputs based on quoted market prices in active markets, but all such investments had been
disposed of by September 30, 2025. As of December 31, 2024, the Company did not have any investments in trading securities.
For all other financial instruments,
including cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities, their carrying amounts approximate
fair value due to their short-term nature.
Leases
Under ASC 842, “Leases,”
a contract is or contains a lease when the Company has the right to control the use of an identified asset. The Company determines if
an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to, and the agreement
creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available
for use by the Company.
The Company determines if the
lease is an operating or finance lease at the lease commencement date based upon the terms of the lease and the nature of the asset. The
lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that
the option will be exercised. Linkhome Realty’s office lease is classified as an operating lease, reflected in the operating lease
right-of-use assets, current portion of operating lease liabilities and non-current portion of operating lease liabilities in
the consolidated balance sheets.
The lease liability is measured
at the present value of future lease payments, discounted using the discount rate for the lease at the commencement date. As the Company
is typically unable to determine the implicit rate, the Company uses an incremental borrowing rate based on the lease term and economic
environment at commencement date. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of
what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The right-of-use (“ROU”)
asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments, and reduced
by any lease incentives.
14
ROU assets are reviewed for
impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance
in ASC 360, “Property, Plant, and Equipment,” as ROU assets are long-lived nonfinancial assets.
ROU assets are tested for impairment
individually or as part of an asset group if the cash flows related to the ROU assets are not independent from the cash flows of other
assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the
lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. As
of September 30, 2025 and December 31, 2024, the Company recognized no impairment of ROU assets.
Related Parties and Transactions
The Company identifies related
parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures”
and other relevant ASC standards.
Parties, which can be a corporation
or individual, are related if the Company has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are
subject to common control or common significant influence. Transactions between related parties commonly occurring in the normal course
of business are related party transactions. Transactions between related parties are also considered to be related party transactions
even though they may not be given accounting recognition. While ASC does not provide accounting or measurement guidance for such transactions,
it nonetheless requires their disclosure.
Earnings per Share
Basic earnings per ordinary
share is computed by dividing net income attributable to ordinary shareholders by the weighted-average number of ordinary shares
outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to ordinary shareholders by
the sum of the weighted average number of ordinary shares outstanding and of potential ordinary shares (e.g., convertible securities,
options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary
shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from
the calculation of diluted loss per share. For the three and nine months ended September 30, 2025 and 2024, the Company had no dilutive
stocks.
Commitments and Contingencies
Certain conditions may exist
as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved
when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities,
and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that
are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates
the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected
to be sought.
If the assessment of a contingency
indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability
would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss
contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability,
together with an estimate of the range of possible loss if determinable and material, would be disclosed. As of September 30, 2025 and
December 31, 2024, the Company had no such contingencies.
New Accounting Pronouncements
The Company considers the applicability
and impact of all ASUs and periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012,
as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition
period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would
apply to private companies.
15
Recently Adopted Accounting Pronouncements
In November 2023, the
FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments
in the ASU are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant
segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment
profit or loss. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose
multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment,
and contain other disclosure requirements. The purpose of the amendments is to enable “investors to better understand an entity’s
overall performance” and assess “potential future cash flows.” The amendments in ASU 2023-07 are effective
for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024. The Company adopted ASU 2023-07 in the fourth quarter of 2024 and the adoption did not have a
material impact on its consolidated financial statements and related disclosures.
Recent Accounting Pronouncements Pending Adoption
In December 2023, the
FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure
of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure
requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.
The Company is evaluating the impact that ASU 2023-09 will have on its consolidated financial statements and related disclosures.
In November 2024, the
FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires public business entities to
disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting
periods. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years
beginning after December 15, 2027 with early adoption permitted. These requirements should be applied on a prospective basis with
an option to apply them retrospectively. The Company is evaluating the impact that ASU 2024-03 will have on its consolidated
financial statements and related disclosures.
The Company does not believe
that any other recently issued but not yet effective authoritative guidance, if adopted currently, would have a material impact on its
consolidated financial statements or related disclosures.
NOTE 3 — ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted
of the following as of September 30,2025 and December 31, 2024:
September 30,
2025
December 31,
2024
Accounts receivable
$ 11,085
$ 18,160
Less: allowance for credit losses
-
-
Accounts receivable, net
$ 11,085
$ 18,160
For the three months ended
September 30, 2025 and 2024, the Company wrote off accounts receivable of $0 and $0 , respectively, against the allowance for credit losses.
For the nine months ended September 30, 2025 and 2024, the Company wrote off accounts receivable of $0 and $ 9,092 , respectively, against
the allowance for credit losses.
16
NOTE 4 — PREPAID EXPENSES AND OTHER
RECEIVABLES
As of September 30, 2025, prepaid expenses and other receivables totaled
$ 2,689,142 , consisting of $ 2,019,500 in Advance to escrow account, $ 669,375 advance payments to consultants for future service and
$ 267 in other receivables.
As of December 31, 2024,
prepaid expenses and other receivables totaled $ 27,979 , consisting of $ 23,000 in advance payments to consultants for future
services and $ 4,979 in other receivables.
NOTE 5 — EQUIPMENT, NET
Equipment, net consisted of
the following as of September 30, 2025 and December 31, 2024:
September 30,
2025
December 31,
2024
Furniture and fixtures
$ 222,325
$ 5,325
Office equipment
2,238
2,238
Vehicles
88,028
88,028
Improvement
86,650
-
Total
399,241
95,591
Less: accumulated depreciation
( 45,058 )
( 24,820 )
Equipment, net
$ 354,183
$ 70,771
For the three months ended
September 30, 2025 and 2024, depreciation expense amounted to $ 10,831 and $ 4,704 , respectively. For the nine months ended September
30, 2025 and 2024, depreciation expense amounted to $ 20,238 and $ 14,059 , respectively.
NOTE 6 — SECURITY DEPOSITS
As of September 30, 2025
and December 31, 2024, security deposits totaled $ 33,255 and $ 4,235 respectively, representing a refundable deposit paid to the landlord.
NOTE 7 — OTHER CURRENT LIABILITIES
Other current liabilities consisted
of the following as of September 30, 2025 and December 31, 2024:
September 30,
2025
December 31,
2024
Payroll and payroll tax payable
$ 2,758
$ 4,659
Federal income tax payable
230,281
204,762
State income tax payable
127,153
105,976
Credit card payable
8,679
10,726
Accrued professional fees
469,979
502,942
Tenant-contributed emergency reserve
2,500
1,000
Customer Refund Payable
48,000
-
Payable rent to landlord
885
-
Total other current liabilities
$ 890,235
$ 830,065
17
As of September 30, 2025,
accrued professional fees totaled $ 469,979 , consisting of $ 398,328 in legal fees, $ 70,149 in printing cost, $ 1,102 in transfer agent
fees and $ 400 in other miscellaneous fees. As of December 31, 2024, accrued professional fees totaled $ 502,942 , consisting of $ 450,000 in
legal fees, $ 12,000 in audit fees, and $ 40,942 in other miscellaneous fees.
NOTE 8 — AUTO LOAN PAYABLE
On September 3, 2023,
the Company entered into a loan agreement with an unrelated third party for acquiring a vehicle. The auto loan, in the form of a promissory
note, matures on September 18, 2029 and bears interest at a rate of 6.34 % per annum, payable monthly beginning October 18,
2023. For the three months ended September 30, 2025 and 2024, interest expense related to this loan amounted to $ 616 and $ 741 , respectively.
For the nine months ended September 30, 2025 and 2024, interest expense related to this loan amounted to $ 1,945 and $ 2,311 , respectively.
NOTE 9 — LEASE
Lease: Office located
at 2 Executive Circle Suite 100, Irvine, CA 92614
On July 31, 2023, the
Company entered into a lease agreement for an office in Irvine, California with a lease term of 24 months, commencing on September 1,
2023 and expiring on August 31, 2025 . The initial monthly rental payment is $ 3,708 from September 1, 2023 to August 31,
2024, with an annual 3.85 % increase to the amount of $ 3,850 starting on September 1, 2024.
The following tables present
the Company’s operating lease costs, lease components, remaining lease term and discount rate:
Three months Ended
September 30,
2025
Three months Ended
September 30,
2024
Operating lease costs
$ 7,558
$ 11,337
Nine months Ended
September 30,
2025
Nine months Ended
September 30,
2024
Operating lease costs
$ 30,231
$ 34,010
September 30,
2025
December 31,
2024
Operating lease right-of-use assets
$ -
$ 29,410
Operating lease liabilities – current
$ -
$ 29,980
Operating lease liabilities – non-current
-
-
Total operating lease liabilities
$ -
$ 29,980
September 30,
2025
Remaining lease term (years)
-
Discount rate
7.50 %
18
Lease: Office located at 17901 Von Karman, Irvine, CA 92614
On August 6, 2025, the Company
entered into a lease agreement for an office in Irvine, California with a lease term of 42 months, commencing on September 1,
2025 and expiring on February 28, 2029 . The monthly rental payment is $ 11,085 from September 1, 2023 to February 28, 2029.
The following tables present
the Company’s operating lease costs, lease components, remaining lease term and discount rate:
Three months
Ended
September 30,
2025
Three months
Ended
September 30,
2024
Operating lease costs
$ 11,085
$ -
Nine months Ended
September 30,
2025
Nine months Ended
September 30,
2024
Operating lease costs
$ 11,085
$ -
September 30,
2025
December 31,
2024
Operating lease right-of-use assets
$ 402,222
$ -
Operating lease liabilities – current
$ 107,775
$ -
Operating lease liabilities – non-current
294,4447
-
Total operating lease liabilities
$ 402,222
$ -
September 30,
2025
Remaining lease term (years) 3.42
Discount rate 7.38 %
19
The following table is a schedule,
by years, of the minimum lease payments as of September 30, 2025:
Year Ended December 31,
Operating
Lease
Liabilities
Remaining 2025 (10/1/2025 – 12/31/2025)
$ 33,254
Remaining years
421,222
Total lease payments
454,476
Less: imputed interest
( 52,254 )
Present value of lease liabilities
$ 402,222
Lease: Artificial Intelligence
Infrastructure and Platforms
As of September 30 , 2025,
the Company maintained four long-term operating leases related to its artificial intelligence infrastructure and platforms, including
AI Domain, AI GPU Server, Database, and AI Real Estate Platform. These leases, executed between July 29, 2025 and August 6, 2025, have
terms ranging from 8 to 20 years with fixed monthly rental payments between $ 900 and $ 5,937.50 . They cover data resources, servers, domains,
and AI platform systems essential for the Company’s technology development.
All leases are classified
as operating leases under ASC 842 and accounted for on a right-of-use (“ROU”) basis. Each lease was fully prepaid at inception,
and therefore, the Company recognized the total ROU assets upon commencement without recording corresponding lease liabilities or interest
expenses, as no future lease payments remain outstanding. The ROU assets will be amortized on a straight-line basis over their respective
lease terms.
The following table summarizes the total operating lease costs, ROU
assets, remaining lease term, and discount rate on a consolidated basis:
Three months
Ended
September 30,
2025
Three months
Ended
September 30,
2024
Operating lease costs
$ 25,475
$ -
Nine months Ended
September 30,
2025
Nine months Ended
September 30,
2024
Operating lease costs
$ 25,475
$ -
September 30,
2025
December 31,
2024
Operating lease right-of-use assets
$ 1,468,525
$ -
Operating lease liabilities – current
$ -
$ -
Operating lease liabilities – non-current
-
-
Total operating lease liabilities
$ 1,468,525
$ -
September 30,
2025
Remaining lease term (years) 19.83
Discount rate - %
20
NOTE 10 — INCOME TAXES
Linkhome Holdings was incorporated
in the State of Nevada in November 2023 and is subject to a 21 % corporate federal income tax rate. There is no state income
tax in Nevada. Linkhome Holdings serves as a holding company for Linkhome Realty.
Effective July 13, 2021,
Linkhome Realty elected to be taxed as a S-corporation, a pass-through entity, for which the income, losses, deductions, and credits
flow through to the shareholders of the Company for federal tax purposes. The California state annual income tax for S-corporation is
the greater of 1.5 % of the corporation’s net income or $ 800 . Effective January 1, 2024, Linkhome Realty’s tax status
changed to C-corporation, subject to a 21 % corporate federal income tax rate and an 8.84 % California state income tax rate.
Effective for the tax year
beginning January 1, 2024, and continuing thereafter unless revoked, Linkhome Holdings and Linkhome Realty have elected to file a
consolidated federal income tax return. As a result, Linkhome Holdings’ net operating losses (“NOLs”) can be used to
offset Linkhome Realty’s taxable income, reducing the Company’s overall tax liability.
The Company’s provision
for income taxes consisted of the following:
Three Months
Ended
September 30,
2025
Three Months
Ended
September 30,
2024
Current:
Federal income tax expense
$ 8
$ 80,571
State income tax expense
9,030
37,206
Deferred:
Federal income tax expense
-
-
State income tax expense
-
-
Total
$ 9,038
$ 117,777
Nine Months Ended
September 30,
2025
Nine Months Ended
September 30,
2024
Current:
Federal income tax expense
$ 25,519
$ 114,864
State income tax expense
21,409
53,041
Deferred:
Federal income tax benefit
-
-
State income tax benefit
-
-
Total
$ 46,928
$ 167,905
21
The following tables reconciled
the federal statutory tax rate to the Company’s effective tax rate for the three and nine months ended September 30, 2025 and 2024:
Three months Ended
September 30,
2025
Three months Ended
September 30,
2024
Federal statutory income tax rate
21.00 %
21.00 %
State statutory income tax rate, net of effect of state income tax deductible to federal income tax
81.70 %
7.32 %
Change in valuation allowance
-
0.95 %
Permanent difference (non-deductible expenses)
0.81 %
0.04 %
Effective tax rate
103.51 %
29.31 %
The effective tax rate for the three months ended September 30, 2025,
was unusually high primarily due to the low level of pre-tax income during the quarter and the resulting volatility inherent in interim
period tax calculations.
Nine months Ended
September 30,
2025
Nine months Ended
September 30,
2024
Federal statutory income tax rate
21.00 %
21.00 %
State statutory income tax rate, net of effect of state income tax deductible to federal income tax
11.94 %
7.72 %
Change in valuation allowance
-
2.13 %
Permanent difference (non-deductible expenses)
0.19 %
0.06 %
Effective tax rate
33.13 %
30.91 %
As of September 30, 2025 and
December 31, 2024, the net deferred tax assets consisted of the following:
September 30,
2025
December 31,
2024
Deferred tax assets:
Unrealized loss on trading securities
$ -
$ -
Net operating loss (“NOL”) carryforwards
-
7,760
Less: valuation allowance
-
( 7,760 )
Deferred tax assets, net
$ -
$ -
The Company evaluates its
valuation allowance requirements at the end of each reporting period by reviewing all available evidence, both positive and negative,
and assessing whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s
judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in
income from operations. The future realization of the tax benefit of an existing deductible temporary difference or carryforward ultimately
depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable
tax law. As of September 30, 2025, the Company had no deferred tax assets. Management has assessed the need for a valuation allowance
and determined that none is required, as there are no deferred tax assets to evaluate.
22
NOTE 11 — RELATED PARTY TRANSACTIONS
Net Revenues — Related Party
Name of Related Party Nature Relationship Three months
Ended
September 30,
2025 Three months
Ended
September 30,
2024
- - - $ - $ -
- - - - -
Haiyan Ma Real estate service revenue – real estate agency commission The Company’s shareholder 62,550
Na Li Revenue from property purchases and sales through Cash Offer Chief Financial Officer and Director 1,670,000
Na Li Real estate service revenue – home renovation service Chief Financial Officer and Director -
40,500
Zhen Qin & Na Li Real estate service revenue – real estate agency commission Zhen Qin:The Company’s shareholder, Chairman of the Board and Chief Executive Officer; Na Li:Chief Financial Officer and Director
50,000
Total $ -
$ 1,823,050
For the three months
ended September 30, 2024, the Company provided real estate agency services to Haiyan Ma, assisting with the sale of two properties
and the purchase of one property, for which the Company earned a total of $ 62,550 in real estate agency commission.
For the three months
ended September 30, 2024, the Company purchased a property in cash for $ 1,425,930 from Haiyan Ma under its name and subsequently
sold it to Na Li for $ 1,670,000 .
For the three months
ended September 30, 2024, the Company provided home renovation services to Na Li on a home renovation project, for which the Company
earned $ 40,500 in home renovation service revenue and incurred $ 37,945 in renovation costs.
For the three months
ended September 30, 2024, the Company provided real estate agency services to Zhen Qin and Na Li, assisting with the purchase of
a property, for which the Company earned $ 50,000 in real estate agency commission.
Name of Related Party Nature Relationship Nine months
Ended
September 30,
2025 Nine months
Ended
September 30,
2024
Haiyan Ma Revenue from property purchases and sales through Cash Offer The Company’s shareholder $ -
$ 2,940,544
Haiyan Ma Real estate service revenue – real estate agency commission The Company’s shareholder -
62,650
Haiyan Ma Real estate service revenue – home renovation service The Company’s shareholder -
53,012
Na Li Revenue from property purchases and sales through Cash Offer Chief Financial Officer and Director -
1,670,000
Na Li Real estate service revenue – real estate agency commission Chief Financial Officer and Director 97,560 -
Zhen Qin & Na Li Real estate service revenue – real estate agency commission Zhen Qin:The Company’s shareholder, Chairman of the Board and Chief Executive Officer; Na Li:Chief Financial Officer and Director -
50,000
Na Li Real estate service revenue – home renovation service Chief Financial Officer and Director -
44,500
Two minority shareholders Real estate service revenue – real estate agency commission The Company’s shareholder -
15,550
Total $ 97,560 $ 4,836,256
23
For the nine months ended
September 30, 2025, the Company provided real estate agency services to Na Li, assisting with the sale of a property. The Company earned
$ 126,000 in real estate agency commission from Na Li but paid a referral fee of $ 28,440 to Haiyan Ma for introducing the buyer,
resulting in net revenue of $ 97,560 recognized on a net basis.
For the nine months
ended September 30, 2024, the Company purchased three properties in cash for $ 2,884,882 under the Company’s name, and subsequently
sold them to Haiyan Ma for $ 2,940,544 .
For the nine months
ended September 30, 2024, the Company provided real estate agency services to Haiyan Ma, assisting with the sale of two properties
and the purchase of one property, for which the Company earned a total of $ 62,650 in real estate agency commission.
For the nine months
ended September 30, 2024, the Company provided home renovation services to Haiyan Ma on three home renovation projects, for which
the Company earned $ 53,012 in home renovation service revenue and incurred $ 43,332 in renovation costs.
For the nine months
ended September 30, 2024, the Company purchased a property in cash for $ 1,425,930 from Haiyan Ma under its name and subsequently
sold it to Na Li for $ 1,670,000 .
For the nine months
ended September 30, 2024, the Company provided home renovation services to Na Li on two home renovation projects, for which the Company
earned $ 44,500 in home renovation service revenue and incurred $ 39,245 in renovation costs.
For the nine months ended
September 30, 2024, the Company provided real estate agency services to Zhen Qin and Na Li, assisting with the purchase of a property,
for which the Company earned $ 50,000 in real estate agency commission.
For the nine months ended
September 30, 2024, the Company provided real estate agency services to two minority shareholders, assisting one shareholder in selling
the property and the other shareholder in purchasing the property, for which the Company earned real estate agency commission of $ 15,550
in total.
Cost of Revenues — Related
Party
Name of Related Party Nature Relationship Three Months
Ended
September 30,
2025 Three Months
Ended
September 30,
2024
Haiyan Ma Cost of property purchases and sales through Cash Offer The Company’s shareholder $ $ 1,420,000
Zhen Qin Cost of real estate services – commission payouts The Company’s shareholder, Chairman of the Board and Chief Executive Officer 45,000
Na Li Cost of real estate services – commission payouts Chief Financial Officer and Director 45,000
Total $ 45,000 $ 1,465,000
For the three months
ended September 30, 2025, the Company paid Na Li commission payouts of $ 45,000 for real estate transactions she conducted on behalf
of the Company, which were recorded in cost of revenues.
For the three months ended
September 30, 2024, the Company purchased a property in cash for $ 1,425,930 from Haiyan Ma, which included $ 1,420,000 paid to Haiyan Ma
as the total consideration and $ 5,930 in title charges, escrow charges, and other related costs. The Company subsequently sold the property
to Na Li for $ 1,670,000 . The total purchase cost of $ 1,425,930 was recorded as cost of revenues, with $ 1,420,000 specifically identified
as a related party transaction.
24
For the three months
ended September 30, 2024, the Company paid Zhen Qin commission payouts of $ 45,000 for real estate transactions he conducted on behalf
of the Company, which were recorded in cost of revenues.
Name of Related Party Nature Relationship Nine Months
Ended
September 30,
2025 Nine Months
Ended
September 30,
2024
Haiyan Ma Cost of property purchases and sales through Cash Offer The Company’s shareholder $ $ 1,420,000
Zhen Qin Cost of real estate services – commission payouts The Company’s shareholder, Chairman of the Board and Chief Executive Officer 45,000
Na Li Cost of real estate services – commission payouts Chief Financial Officer and Director 45,000
Total $ 45,000 $ 1,465,000
For the nine months
ended September 30, 2025, the Company paid Na Li commission payouts of $ 45,000 for real estate transactions she conducted on behalf
of the Company, which were recorded in cost of revenues.
For the nine months ended
September 30, 2024, the Company purchased a property in cash for $ 1,425,930 from Haiyan Ma, which included $ 1,420,000 paid to Haiyan Ma
as the total consideration and $ 5,930 in title charges, escrow charges, and other related costs. The Company subsequently sold the property
to Na Li for $ 1,670,000 . The total purchase cost of $ 1,425,930 was recorded as cost of revenues, with $ 1,420,000 specifically identified
as a related party transaction.
For the nine months
ended September 30, 2024, the Company paid Zhen Qin commission payouts of $ 45,000 for real estate transactions he conducted on behalf
of the Company, which were recorded in cost of revenues.
Due to Related Party
Name of Related Party Nature Relationship September 30,
2025 December 31,
2024
Zhen Qin Due on demand, non-interest bearing The Company’s major shareholder, Chairman of the Board and Chief Executive Officer $ 629 $ 55,000
Total $ 139,347 $ 55,000
On May 1, 2024, Zhen Qin
lent $ 530,000 to the Company to support its operational needs. As of September 30, 2025, the Company had partially repaid the loan
to Zhen Qin, leaving an outstanding balance of $ 629 . As of December 31, 2024, the Company had repaid $ 475,000 to Zhen Qin, leaving
an outstanding balance of $ 55,000 .
NOTE 12 — STOCKHOLDERS’ EQUITY
On June 1, 2023, Linkhome
Realty entered into an Angel Investment Agreement with an angel investor to issue 1,800,000 common shares of Linkhome Realty
at $ 0.001 per share for total proceeds of $ 300,000 . Linkhome Realty received the proceeds in November 2023. Following the reorganization
finalized on December 1, 2023, the $ 300,000 investment was recognized as part of the initial capital contribution, making the
angel investor one of the initial shareholders of Linkhome Holdings.
Linkhome Holdings was incorporated
in the State of Nevada on November 6, 2023. The authorized number of preferred shares is 1,000,000 shares with $ 0.001 par
value; no preferred shares were issued as of September 30, 2025 and December 31, 2024. The authorized number of common shares
is 100,000,000 shares with $ 0.001 par value. As of September 30, 2025 and December 31, 2024, the Company had 16,230,000
and 14,505,000 common shares issued and outstanding respectively, including 1,800,000 shares issued to the angel investor
under the reorganization described above.
In July 2025, the Company completed its initial public offering of
1,725,000 shares of common stock (including the full exercise of the over-allotment option) at a public offering price of $ 4.00 per share.
The offering closed on July 25, 2025, and the Company received gross proceeds of $ 6.9 million, before deducting underwriting discounts
and offering expenses. Net proceeds from the offering were recorded in common stock and additional paid-in capital during the quarter
ended September 30, 2025.
NOTE 13 — SUBSEQUENT EVENTS
The Company has evaluated subsequent
events through the date of the issuance of the consolidated financial statements and no subsequent event has been identified.
25
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This management’s
discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks and
uncertainties. See “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and
assumptions associated with those statements. You should read the following discussion in conjunction with “Selected Historical
Financial and Other Data” and our audited consolidated financial statements and related notes which are included elsewhere in this
prospectus. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various
factors, including, but not limited to, those described under “Risk Factors” and included in other portions of this prospectus.
This prospectus includes forward-looking statements.
We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements
are subject to known and unknown risks, uncertainties, and assumptions about us that may cause our actual results, levels of activity,
performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology
such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors
that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange
Commission (“SEC”) filings. References to “we”, “us”, “our,” or the “Company”
are to Linkhome Holdings Inc. and its subsidiary, except where the context requires otherwise.
Overview
Linkhome Holdings Inc. (“Linkhome,”
“Linkhome Holdings,” the “Company,” or “We”) is a corporation incorporated under the laws of Nevada
on November 6, 2023. Linkhome was incorporated as a holding company with no material operations of its own. Linkhome conducts substantially
all of the operations through its subsidiary, Linkhome Realty Group, a California corporation (“Linkhome Realty”). Located
in Irvine, California, Linkhome Realty is presently focused on serving the Southern California market, and, over time, intends to establish
a nationwide marketing network covering multiple states.
Linkhome Realty focuses on
comprehensive real estate activities as a one-stop destination for a variety of real estate needs. By using Artificial Intelligence
(“AI”) to streamline the property search and transaction process, we facilitate property transactions as a real estate agency
and provide efficient property management services. We aim to offer comprehensive assistance to our clients in real estate investments
by diversifying our services and providing clients with access to a wide range of real estate solutions. Further, we aim to provide personalized
services to both buyers and sellers to meet their various real estate needs, and help our clients buy and sell property more efficiently.
Additionally, where possible
and when we have sufficient cash on hand to permit such a purchase, we purchase and sell real estate for our clients through our Cash
Offer program. We developed the Cash Offer program with the intent of increasing the successful rate in our clients’ acquisition
of their desired houses. We also use this service as a marketing tool to help us attract more clients. We use cash to purchase the target
property first, and then sell it to our customer. This service is particularly effective in the competitive U.S. real estate market,
where buyers often face competition and bidding for popular properties during the home purchase bid. Our ability to make all-cash offers
helps our clients secure desired properties quickly, thereby enhancing their chances of success. Our ultimate strategic goal is to become
the premier AI driven real estate technology company, utilizing artificial intelligence to transform the real estate industry, making
property transactions more user-friendly, transparent, and efficient. Currently, our funding for the Cash Offer comes primarily from investments
made by our CEO and shareholders. With the funds generated from this offering, we plan to expand our Cash Offer program. We believe and
are confident that, over time, our revenue will continue to grow and we will become more profitable over time.
26
Key Factors that Affect Our Results of Operations
● Market Conditions: Fluctuations in the real estate market, including changes in supply and demand
dynamics, interest rate, economic conditions, and regulatory policies, can significantly impact on our business. We closely monitor
market trends and adapt our strategies in order to mitigate risks and capitalize on opportunities.
● Technology Integration: As we strive to become the premier AI real estate company, our ability to
effectively integrate AI and other innovative technologies into our operations is crucial.
● Client Preferences and Demands: We continuously assess client feedback, market research and industry
trends to improve our services.
● Competition: The real estate industry is highly competitive, with numerous companies competing for
market share and client attention. We strive to differentiate ourselves through our comprehensive services, innovative solutions and
exceptional customer service. Continuous assessment of competitor strategies and market positioning informs our efforts to maintain
a competitive advantage.
● Economic Factors: We aim to continuously evaluate Macroeconomic factors, such as GDP growth,
employment rates, inflation, which can influence real estate market dynamics and consumer behavior. When GDP growth and employment
rates are strong, we typically see higher consumer confidence and spending power. On the other hand, rising inflation can lead to
increased interest rates, potentially reducing consumer buying power and making it more expensive for consumers to purchase
homes.
● Operational Efficiency: The process of real estate transaction includes multiple steps. We
continuously optimize our processes, invest in staff training and development, and leverage technology to enhance productivity.
Related Party Transactions
Related Parties
The following individuals are
considered related parties due to their roles in the Company:
● Haiyan Ma: The Company’s shareholder.
● Zhen Qin: Chairman of the Board, Chief Executive Officer (“CEO”), and major
shareholder. Zhen Qin also serves as a licensed real estate agent acting on behalf of the Company.
● Na Li: Chief Financial Officer (“CFO”) and Director. Na Li is the spouse of
Zhen Qin.
For the Three Months Ended September 30,
2025 and 2024
Property Purchases and Sales Through Cash Offer
For the three months
ended September 30, 2024, the Company purchased a property in cash for $1,425,930 from Haiyan Ma ,
which included $1,420,000 paid to Haiyan Ma as the total consideration and $5,930 in title charges, escrow charges, and other related
costs. The Company subsequently sold the property to Na Li for $1,670,000.
Real Estate Agency Service
For the three months
ended September 30, 2025, the Company paid $45,000 to Na Li for real estate agency commission services.
For the three months
ended September 30, 2024, the Company provided real estate agency services to Haiyan Ma, assisting with the sale of two properties
and the purchase of one property, for which the Company earned a total of $62,550 in real estate agency commission.
For the three months
ended September 30, 2024, the Company provided real estate agency services to Zhen Qin and Na Li, assisting with the purchase of
a property, for which the Company earned $50,000 in real estate agency commission.
27
Home Renovation Services
For the three months ended
September 30, 2024, the Company provided home renovation services to Na Li on a home renovation project, for which the Company earned
$40,500 in home renovation service revenue and incurred $37,945 in renovation costs.
Commission Payouts
For
the three months ended September 30, 2025, the Company paid Na Li commission payouts of $45,000 for real estate transactions she conducted
on behalf of the Company, which were recorded in cost of revenues.
For the three months ended
September 30, 2024, the Company paid Zhen Qin commission payouts of $45,000 for real estate transactions he conducted on behalf of the
Company, which were recorded in cost of revenues.
For the Nine Months Ended September 30,
2025 and 2024
Property Purchases and Sales Through Cash Offer
For the nine months ended
September 30, 2024, the Company purchased three properties in cash for $2,884,882 under the Company’s name, and subsequently sold
them to Haiyan Ma for $2,940,544.
For the nine months ended
September 30, 2024, the Company purchased a property in cash for $1,425,930 from Haiyan Ma ,
which included $1,420,000 paid to Haiyan Ma as the total consideration and $5,930 in title charges, escrow charges, and other related
costs. The Company subsequently sold the property to Na Li for $1,670,000.
Real Estate Agency Service
For the nine months ended
September 30, 2025, the Company provided real estate agency services to Na Li, assisting with the sale of a property. The Company earned
$126,000 in real estate agency commission from Na Li but paid a referral fee of $28,440 to Haiyan Ma for introducing the buyer, resulting
in net revenue of $97,560 recognized on a net basis. In addition, the Company paid $45,000 to Na Li for real estate agency commission
services.
For the nine months ended
September 30, 2024, the Company provided real estate agency services to Haiyan Ma, assisting with the sale of two properties and the purchase
of one property, for which the Company earned a total of $62,650 in real estate agency commission.
For the nine months ended
September 30, 2024, the Company provided real estate agency services to Zhen Qin and Na Li, assisting with the purchase of a property,
for which the Company earned $50,000 in real estate agency commission.
For the nine months ended
September 30, 2024, the Company provided real estate agency services to two minority shareholders, assisting one shareholder in selling
the property and the other shareholder in purchasing the property, for which the Company earned real estate agency commission of $15,550
in total.
Home Renovation Services
For the nine months ended September
30, 2024, the Company provided home renovation services to Haiyan Ma on three home renovation projects, for which the Company earned $53,012
in home renovation service revenue and incurred $43,332 in renovation costs.
For the nine months ended September
30, 2024, the Company provided home renovation services to Na Li on two home renovation projects, for which the Company earned $44,500
in home renovation service revenue and incurred $39,245 in renovation costs.
Commission Payouts
For
the nine months ended September 30, 2025, the Company paid Na Li commission payouts of $45,000 for real estate transactions she conducted
on behalf of the Company, which were recorded in cost of revenues.
For
the nine months ended September 30, 2024, the Company paid Zhen Qin commission payouts of $45,000 for real estate transactions he conducted
on behalf of the Company, which were recorded in cost of revenues.
As of September 30, 2025 and December 31,
2024
Due to Related Party
On May 1, 2024, Zhen Qin lent
$530,000 to the Company to support its operational needs. As of September 30, 2025, the Company had partially repaid the loan to Zhen
Qin, leaving an outstanding balance of $629. As of December 31, 2024, the Company had repaid $475,000 to Zhen Qin, leaving an outstanding
balance of $55,000.
28
Selected Income Statement Items
Net Revenues
We derive our net revenues
from (i) real estate purchases and sales made through Cash Offer, and (ii) real estate services including acting as real estate
agency for buying and selling properties, property management, home renovation and mortgage referral services. The following table presents
our net revenues by revenue stream for the periods presented:
Three Months Ended September 30,
2025
2024
Change
Amount
%
Amount
%
Amount
%
Revenue from property purchases and sales through Cash Offer
$
5,183,272
95.85
%
$
1,670,000
81.15
%
$
3,513,272
210.38
%
Real estate service revenue
Real estate agency commission
199,048
3.68
%
299,789
14.56
%
(100,741
)
(33.60
)%
Property management service
2,927
0.05
%
4,046
0.20
%
(1,119
)
(27.66
)%
Home renovation service
-
-
%
84,100
4.09
%
(84,100
)
(100.00
)%
Mortgage referral fee
3,500
0.07
%
-
-
%
3,500
-
%
Rental commissions
18,930
0.35
%
N/A
N/A%
18,930
N/A
%
Total real estate service revenue
224,405
4.15
%
387,935
18.85
%
(163,530
)
(42.15
)%
Total net revenues
$
5,407,677
100.00
%
$
2,057,935
100.00
%
$
3,349,742
162.77
%
Revenue from Property Purchases and Sales Through
Cash Offer
In a competitive real estate
market, a buyer who pays in cash is more likely to secure a property. To give buyers an edge in competitive markets, we offer the Cash
Offer program to enable buyers to make all-cash offers on properties, even if they require financing. Through our Cash Offer program,
we provide the funds to make a cash offer once the client identifies a property. If the seller accepts the cash offer, we purchase the
property in cash to secure its ownership and subsequently sell it to the client within a short period of time. Our property purchases
and sales through Cash Offer focus primarily on residential and commercial properties.
Comparison of the Three Months Ended September 30,
2025and 2024
Revenue from property purchases
and sales through our Cash Offer program accounted for 95.85% and 81.15% of net revenues for the three months ended September 30, 2025
and 2024, respectively. Our revenue from this program increased by $3,513,272, or 210.38%, from $1,670,000 for the three months ended
September 30, 2024, to $5,183,272 for the three months ended September 30, 2025. This significant increase was due to the expansion of
our Cash Offer program, which commenced in late 2023. For the three months ended September 30, 2025 and 2024, we purchased and sold 5
and 1 properties, respectively, through the Cash Offer program, with average transaction prices of $1.07 million and $1.67 million,
respectively.
29
Real Estate Service Revenue
We offer comprehensive real
estate services tailored to meet the diverse needs of our clients. Our real estate service revenue consists primarily of real estate agency
commissions for buying and selling properties for clients, and revenue generated from property management, home renovation and mortgage
referral services.
Comparison of the Three Months Ended September 30,
2025and 2024
Real estate service revenue
accounted for 4.15% and 18.85% of net revenues for the three months ended September 30, 2025 and 2024, respectively. Our real estate service
revenue decreased by $163,530, or 42.15%, from $387,935 for the three months ended September 30, 2024, to $224,405 for the three months
ended September 30, 2025. This decrease was primarily driven by a drop in Property management service revenue, real estate agency commission
and home renovation service revenue.
Real estate agency commission
decreased by $100,741, or 33.60%, from $ 229,789 for the three months ended September 30, 2024, to $199,048 for the three months ended
September 30, 2025. This decrease was primarily driven by a 32.86% drop in gross commission, which drop from $359,065 for the three months
ended September 30, 2024, to $241,087 for the same period in 2025. Rebates decreased by 29.08%, from $59,276 for the three months ended
September 30, 2024, to $42,040 for the three months ended September 30, 2025. Also, total transaction volume decreased by 47.60%, primarily
due to a 53.33% decrease in the number of real estate transactions, partially offset by a 12.28% increase in the average transaction price.
For the three months ended September 30, 2025, we achieved a total transaction volume of $9,622,354 by completing 7 real estate transactions
at an average transaction price of $1.37 million, while we achieved a total transaction volume of $18,363,474 by completing 15 real
estate transactions at an average transaction price of $1.22 million for the same period in 2024. The overall decrease in gross commission
was primarily driven by a significant decline in the number of transactions and total transaction volume, despite a slight increase in
average transaction price.
Revenue from home renovation
service decreased by $84,100, or 100.00%, from $ 84,100 for the three months ended September 30, 2024, to $ 0 for the three months ended
September 30, 2025. This decrease was primarily driven by a lower number of completed home renovation projects in 2025. For the three
months ended September 30, 2025 and 2024, we completed 0 and 5 home renovation projects respectively.
Revenue from mortgage referral
service increased by $3,500 from $0 for the three months ended September 30, 2024, to $3,500 for the three months ended September 30,
2025. This increase was primarily driven by a higher number of mortgage loans secured during the period. For the three months ended September
30, 2025 and 2024, we did not assist any clients in securing mortgage loans.
Revenue from property management
service decreased by $1,119, or 27.66%, from $4,046 for the three months ended September 30, 2024, to $2,927 for the three months ended
September 30, 2025. This decrease was primarily due to lower tenant placement service revenue, as we did not complete any tenant placements
for the three months ended September 30, 2025, compared to 2 tenant placements for the same period in 2024. Additionally, ongoing property
management service revenue remained limited, as this service commenced in the third quarter of 2024. For the three months ended September
30, 2025, we managed 3 properties under ongoing property management service, while 2 properties were managed for the same period in 2024.
Rental commissions amounted
to $18,930 for the three months ended September 30, 2025, compared to $0 for the same period in 2024, as the Company did not generate
any rental commission revenue in the prior year. This revenue stream first appeared in the third quarter of 2025, primarily resulting
from the Company’s expansion into rental transaction services. For the three months ended September 30, 2025 balance was comprised
of gross commission of $26,742, partially offset by rebates of $7,812, representing 29.21% of the gross commission.
30
Cost of Revenues
Our cost of revenues consists
primarily of (i) costs related to property purchases made under Linkhome Realty’s name, which properties are subsequently sold
to customers, and (ii) costs associated with real estate services, including commission expenses for real estate agents working for
the Company and renovation costs incurred for home renovation services.
We derive our cost of revenues
from two revenue streams: (i) property purchases and sales through Cash Offer and (ii) real estate services. The following table
presents our cost of revenues by revenue stream for the periods presented:
Three Months Ended September 30,
2025
2024
Change
Amount
%
Amount
%
Amount
%
Cost of property purchases and sales through Cash Offer
$ 5,156,130
99.13 %
$ 1,425,829
91.79 %
$ 3,730,301
261.62 %
Cost of real estate services
45,450
0.87 %
127,478
8.21 %
(82,028 )
(64.35 )%
Total cost of revenues
$ 5,201,580
100.00 %
$ 1,553,307
100.00 %
$ 3,648,273
234.87 %
Cost of property purchases
and sales through Cash Offer increased by $3,730,301, or 261.62%, from $ 1,425,829 for the three months ended September 30, 2024, to $5,156,130
for the three months ended September 30, 2025. This increase was primarily driven by a higher volume of transactions during the three
months ended September 30, 2025, compared to the same period in 2024.
Cost of real estate services
was $45,450 for the three months ended September 30, 2025, compared to $127,478 for the three months ended September 30, 2024. This decrease
was primarily driven by lower number of completed home renovation projects and a significant decline in the number of transactions from
real estate agency commission services in 2025.
Selling, General and Administrative Expenses
Our selling expenses primarily
consist of staging, advertising and marketing costs, including online and offline marketing, photography and videography. We expect
our selling expenses as a percentage of net revenues to modestly increase in the foreseeable future to achieve high-quality growth.
Our general and administrative
expenses primarily consist of professional service costs, payroll and payroll related costs, rent and other overhead costs. We anticipate
our general and administrative expenses will increase in the short term as a result of increased costs associated with being a public
company, which will likely include increased costs related to the hiring of additional personnel and fees to outside consultants, attorneys,
and accountants; however, we expect our general and administrative expenses as a percentage of net revenues to decrease over the long
term as we continue to enhance overall cost control to improve operating margin.
31
Results of Operations
Comparison of the three Months Ended September
30, 2025 and 2024
The following table summarized
our consolidated results of operations for the three months ended September 30, 2025 and 2024:
Three Months Ended September 30,
2025
% of Revenues
2024
% of Revenues
Change
Percentage Change
Net revenues
$ 5,407,677
100.00 %
$ 2,057,935
100.00 %
$ 3,349,742
162.77 %
Cost of revenues
5,201,580
96.19 %
1,553,307
75.48 %
3,648,273
234.87 %
Gross profit
206,097
3.81 %
504,628
24.52 %
(298,531 )
(59.16 )%
Operating expenses
Selling expenses
614
0.01 %
9,576
0.47 %
(8,962 )
(93.59 )%
General and administrative expenses
196,059
3.63 %
93,185
4.52 %
102,874
110.40 %
Total operating expenses
196,673
3.64 %
102,761
4.99 %
93,912
91.39 %
Operating income
9,424
0.17 %
401,867
19.53 %
(392,443 )
(97.65 )%
Other (expenses) income, net
(691 )
(0.01 )%
19
- %
(710 )
(3736.84 )%
Income before income taxes
8,733
0.16 %
401,886
19.53 %
(393,153 )
(97.83 )%
Income tax expenses
9,038
0.17 %
117,777
5.72 %
(108,739 )
(92.33 )%
Net income
$ (305 )
(0.01 )%
$ 284,109
13.81 %
(284,414 )
(100.11 )%
Net Revenues
Net revenues for the three
months ended September 30, 2025 and 2024 were $5,407,677 sand $2,057,935, respectively, representing an increase of $3,349,742, or 162.77%.
This increase was primarily driven by a $3,513,272 increase in revenue from property purchases, partially offset by a decrease of $163,530
in real estate service revenue.
Cost of Revenues
Three Months Ended September 30,
2025
2024
Change
Percentage
Change
Cost of property purchases and sales through Cash Offer
$ 5,156,130
$ 1,425,829
$ 3,730,301
261.62 %
Cost of real estate services
45,450
127,478
(82,028 )
(64.35 )%
Total cost of revenues
$ 5,201,580
$ 1,553,307
$ 3,648,273
234.87 %
As a percentage of net revenues
96.19 %
75.48 %
32
Cost of revenues for the
three months ended September 30, 2025 and 2024 was $5,201,580 and $1,553,307, respectively, representing an increase of $3,648,273, or
234.87%. This increase was primarily driven by higher costs associated with increased revenue from property purchases and sales through
Cash Offer.
Gross Profit and Gross Margin
Three Months Ended September 30,
2025
2024
Gross Profit
Gross Margin
Gross Profit
Gross Margin
Property purchases and sales through Cash Offer
$ 27,142
0.51 %
$ 244,170
11.86 %
Real estate services
178,955
3.33 %
260,458
12.66 %
Total
$ 206,097
3.84 %
$ 504,628
24.52 %
Gross profit for the three
months ended September 30, 2025 and 2024 was $206,097 and $504,628, respectively, representing a decrease of $298,531, or 59.16%. The
blended gross margin was 3.84% for the three months ended September 30, 2025, compared to 24.52% for the same period in 2024.
Gross profit from property
purchases and sales through Cash Offer, as a percentage of revenue from property purchases and sales through Cash Offer, was 0.52% for
the three months ended September 30, 2025, compared to 14.62% for the same period in 2024. We expect that our Cash Offer program may continue
to adversely affect our gross margin in the short term but will provide significant long-term growth opportunities by allowing us to differentiate
ourselves in a highly competitive real estate market, attract more clients, and increase market share.
Gross profit from real estate
services, as a percentage of real estate service revenue, was 99.75% for the three months ended September 30, 2025, compared to 67.14%
for the same period in 2024. This decrease was primarily due to a drop in real estate agency service and home renovation service in 2025.
Selling Expenses
Selling expenses primarily
consisted of staging, advertising, and marketing costs. Selling expenses for the three months ended September 30, 2025 and 2024 were $614
and $9,576, respectively, representing an decrease of $8,962, or 93.59%. The decrease was mainly because advertising and marketing efforts
in the third quarter of 2025 were consistent with those in the second quarter, while the third quarter of 2024 included higher promotional
spending to attract more clients.
33
General and Administrative Expenses
The following table summarized
our general and administrative expenses for the three months ended September 30, 2025 and 2024:
Three Months Ended September 30,
2025
2024
Change
Percentage
Change
Legal and accounting expenses
$ 59,405
$ 34,164
$ 25,241
73.88 %
Payroll expense
42,589
32,375
10,214
31.55 %
Payroll tax expense
3,368
2,459
909
36.97 %
Rent expense
44,871
11,513
33,358
289.75 %
Depreciation expense
10,831
4,704
6127
130.26 %
Other general and administrative expenses
34,995
7,970
27,025
339.08 %
Total general and administrative expenses
$ 196,059
$ 93,185
$ 102,874
110.40 %
As a percentage of net revenues
3.66 %
4.52 %
General and administrative
expenses for the three months ended September 30, 2025 and 2024 were $196,059 and $93,185, respectively, representing an increase of $102,874,
or 110.40%. This increase was primarily due to a rise in increases in depreciation expense of $6127, payroll expense of $10,214, payroll
tax expense of $909, rent expense of $33,358, other G&A expenses of $27,025, and legal and accounting expenses of $25,241. Legal and
accounting expenses increased primarily due to a higher volume of advisory services utilized during the period. Payroll and payroll tax
expenses increased primarily due to the hiring of new employees. Rent expense increased mainly due to the rent adjustment effective from
September 2024 and new lease agreements that commenced in the third quarter of 2025.
Other Income (Expenses), Net
Other expense was $691 for
the three months ended September 30, 2025, compared to other income of $19 for the three months ended September 30, 2024. For the three
months ended September 30, 2025, other income primarily consisted of interest expense of $616, and bank fees of $75. For the three months
ended September 30, 2024, o other income consisted primarily of credit card rebates of $958 and bank rewards of $87, partially offset
by interest expense of $741 and bank fees of $285.
Income Tax Expenses
Income tax expenses for the
three months ended September 30, 2025 and 2024 were $9,038 and $117,777, respectively, representing a decrease of $108,739 or 92.33%.This
decrease was primarily attributable to lower income before income taxes in the current period.
34
Net Income
Net income for the three
months ended September 30, 2025 and 2024 was $(305) and $284,109, respectively, representing a decrease of $284,414, or 100.11%. This
decrease was primarily attributable to lower gross profit and higher operating expenses
Net Revenues
We derive our net revenues
from (i) real estate purchases and sales made through Cash Offer, and (ii) real estate services including acting as real estate
agency for buying and selling properties, property management, home renovation and mortgage referral services. The following table presents
our net revenues by revenue stream for the periods presented:
Nine Months Ended September 30,
2025
2024
Change
Amount
%
Amount
%
Amount
%
Revenue from property purchases and sales through Cash Offer
$ 15,343,262
96.40 %
$ 4,610,544
85.04 %
$ 10,732,718
232.79 %
Real estate service revenue
Real estate agency commission
435,134
2.73 %
591,680
10.91 %
(156,546 )
(26.46 )%
Property management service
6,461
0.04 %
11,784
0.22 %
(5,323 )
(45.17 )%
Home renovation service
82,769
0.52 %
203,726
3.76 %
(120,957 )
(59.37 )%
Mortgage referral fee
30,103
0.19 %
4,050
0.07 %
26,053
643.27 %
Rental commissions
18,930
0.12 %
-
- %
18,930
NA
Total real estate service revenue
573,397
3.60 %
811,240
14.96 %
(237,843 )
(29.32 )%
Total net revenues
$ 15,916,659
100.00 %
$ 5,421,784
100.00 %
$ 10,494,875
193.57 %
Revenue from Property Purchases and Sales Through
Cash Offer
Comparison of the Nine Months Ended September 30,
2025and 2024
Revenue from property purchases and sales through our Cash Offer program
accounted for 96.40% and 85.04% of net revenues for the nine months ended September 30, 2025 and 2024, respectively. Our revenue from
this program increased by $10,732,718, or 232.79%, from $4,610,544 for the nine months ended September 30, 2024, to $15,343,262 for the
nine months ended September 30, 2025. This significant increase was due to the expansion of our Cash Offer program, which commenced in
late 2023. For the nine months ended September 30, 2025 and 2024, we purchased and sold 18 and 4 properties, respectively, through the
Cash Offer program, with average transaction prices of $0.86 million and $1.13 million, respectively.
35
Real Estate Service Revenue
Comparison of the Nine Months Ended September 30,
2025and 2024
Real estate service revenue accounted for 3.60% and 14.96% of net revenues
for the nine months ended September 30, 2025 and 2024, respectively. Our real estate service revenue decreased by $237,843, or 29.32%,
from $811,240 for the nine months ended September 30, 2024, to $573,397 for the nine months ended September 30, 2025. This decrease was
primarily driven by drop in real estate agency commission and home renovation service revenue.
Real estate agency commission decreased by $156,546, or 26.46%, from
$ 591,680 for the nine months ended September 30, 2024, to $435,134 for the nine months ended September 30, 2025. This decrease was primarily
driven by a 26.04% drop in gross commission, which drop from $ 731,536 for the nine months ended September 30, 2024, to $ 541,080 for
the same period in 2025. Rebates decreased by 24.25%, from $139,856 for the nine months ended September 30, 2024, to $105,946 for the
nine months ended September 30, 2025. Also, total transaction volume decreased by 46.78%, primarily due to a 50.00% decrease in the number
of real estate transactions and a 6.44% increase in the average transaction price. For the nine months ended September 30, 2025, we achieved
a total transaction volume of $ 18,785,645 by completing 17 real estate transactions at an average transaction price of $1.11 million,
while we achieved a total transaction volume of $ 35,296,729 by completing 34 real estate transactions at an average transaction price
of $1.04 million for the same period in 2024. The overall decrease in gross commission was primarily driven by a significant decline
in the number of transactions and total transaction volume, despite a slight increase in average transaction price.
Revenue from home renovation
service decreased by $120,957, or 59.37%, from $ 203,726 for the nine months ended September 30, 2024, to $ 82,769 for the nine months
ended September 30, 2025. This decrease was primarily driven by a lower number of completed home renovation projects in 2025. For the
nine months ended September 30, 2025 and 2024, we completed 3 and 11 home renovation projects respectively.
Revenue from mortgage referral
service increased by $26,053, or 643.27%, from $4,050 for the nine months ended September 30, 2024, to $30,103 for the nine months ended
September 30, 2025. This increase was primarily driven by a higher number of mortgage loans secured during the period. We assisted clients
in securing 6 mortgage loans for the nine months ended September 30, 2025, compared to 1 mortgage loan for the same period in 2024.
Revenue from property management
service decreased by $5,323, or 45.17%, from $ 11,784 for the nine months ended September 30, 2024, to $ 6,461 for the nine months ended
September 30, 2025. This decrease was primarily due to lower tenant placement service revenue, as we did not complete any tenant placements
for the nine months ended September 30, 2025, compared to 7 tenant placements for the same period in 2024. Additionally, ongoing property
management service revenue remained limited, as this service commenced in the third quarter of 2024. For the nine months ended September
30, 2025, we managed 6 properties under ongoing property management service, while 2 properties were managed for the same period in 2024.
Rental commissions amounted
to $18,930 for the nine months ended September 30, 2025, compared to $0 for the same period in 2024, as the Company did not generate any
rental commission revenue in the prior year. This revenue stream first appeared in the third quarter of 2025, primarily resulting from
the Company’s expansion into rental transaction services. For the nine months ended September 30, 2025 balance was comprised of
gross commission of $26,742, partially offset by rebates of $7,812, representing 29.21% of the gross commission.
36
Cost of Revenues
Our cost of revenues consists
primarily of (i) costs related to property purchases made under Linkhome Realty’s name, which properties are subsequently sold
to customers, and (ii) costs associated with real estate services, including commission expenses for real estate agents working for
the Company and renovation costs incurred for home renovation services.
We derive our cost of revenues
from two revenue streams: (i) property purchases and sales through Cash Offer and (ii) real estate services. The following table
presents our cost of revenues by revenue stream for the periods presented:
Nine Months Ended September 30,
2025
2024
Change
Amount
%
Amount
%
Amount
%
Cost of property purchases and sales through Cash Offer
$ 15,221,845
99.24 %
$ 4,310,711
95.08 %
$ 10,911,134
253.12 %
Cost of real estate services
117,258
0.76 %
223,279
4.92 %
(106,021 )
(47.48 )%
Total cost of revenues
$ 15,339,103
100.00 %
$ 4,533,990
100.00 %
$ 10,805,113
238.31 %
Cost of property purchases
and sales through Cash Offer increased by $10,911,134, or 253.12%, from $ 4,310,711 for the nine months ended September 30, 2024, to $
15,221,845 for the nine months ended September 30, 2025. This increase was primarily driven by a higher volume of transactions during
the nine months ended September 30, 2025, compared to the same period in 2024.
Cost of real estate services was $117,258 for the nine months ended
September 30, 2025, compared to $223,279 for the nine months ended September 30, 2024. This decrease was primarily driven by lower number
of completed home renovation projects in 2025.
Selling, General and Administrative Expenses
Our selling expenses primarily
consist of staging, advertising and marketing costs, including online and offline marketing, photography and videography. We expect
our selling expenses as a percentage of net revenues to modestly increase in the foreseeable future to achieve high-quality growth.
Our general and administrative
expenses primarily consist of professional service costs, payroll and payroll related costs, rent and other overhead costs. We anticipate
our general and administrative expenses will increase in the short term as a result of increased costs associated with being a public
company, which will likely include increased costs related to the hiring of additional personnel and fees to outside consultants, attorneys,
and accountants; however, we expect our general and administrative expenses as a percentage of net revenues to decrease over the long
term as we continue to enhance overall cost control to improve operating margin.
37
Results of Operations
Comparison of the Nine Months Ended September
30, 2025 and 2024
The following table summarized
our consolidated results of operations for the nine months ended September 30, 2025 and 2024:
Nine Months Ended September 30,
2025
% of
Revenues
2024
% of
Revenues
Change
Percentage
Change
Net revenues
$ 15,916,659
100.00 %
$ 5,421,784
100.00 %
$ 10,494,875
193.57 %
Cost of revenues
15,339,103
96.37 %
4,533,990
83.63 %
10,805,113
238.31 %
Gross profit
577,556
3.63 %
887,794
16.37 %
(310,238 )
(34.94 )%
Operating expenses
Selling expenses
25,410
0.16 %
12,236
0.23 %
13,174
107.67 %
General and administrative expenses
405,626
2.55 %
331,127
6.10 %
74,499
22.50 %
Total operating expenses
431,036
2.71 %
343,363
6.33 %
87,673
25.53 %
Operating income
146,520
0.92 %
544,431
10.04 %
(397,911 )
(73.09 )%
Other expenses, net
(4,850 )
(0.03 )%
(1,237 )
(0.02 )%
(3,613 )
292.08 %
Income before income taxes
141,670
0.89 %
543,194
10.02 %
(401,524 )
(73.92 )%
Income tax expenses
46,928
0.29 %
167,905
3.10 %
(120,977 )
(72.05 )%
Net income
$ 94,742
0.60 %
$ 375,289
6.92 %
$ (280,547 )
(74.75 )%
Net Revenues
Net revenues for the nine months ended September 30, 2025 and 2024
were $15,916,659 and $5,421,784, respectively, representing an increase of $10,494,875, or 193.57%. This increase was primarily driven
by a $10,732,718 increase in revenue from property purchases, partially offset by decreases of $237,843 in real estate service revenue.
Cost of Revenues
Nine Months Ended September 30,
2025
2024
Change
Percentage
Change
Cost of property purchases and sales through Cash Offer
$ 15,221,845
$ 4,310,711
$ 10,911,134
253.12 %
Cost of real estate services
117,258
223,279
(106,021 )
(47.48 )%
Total cost of revenues
$ 15,339,103
$ 4,533,990
$ 10,805,113
238.31 %
As a percentage of net revenues
96.37 %
83.63 %
38
Cost of revenues for the nine months ended September 30, 2025 and 2024
was $15,294,103 and $4,533,990, respectively, representing an increase of $ 10,760,113, or 237.32%. This increase was primarily driven
by higher costs associated with increased revenue from property purchases and sales through Cash Offer.
Gross Profit and Gross Margin
Nine Months Ended September 30,
2025
2024
Gross Profit
Gross Margin
Gross Profit
Gross Margin
Property purchases and sales through Cash Offer
$ 121,417
0.76 %
$ 299,833
5.53 %
Real estate services
456,138
2.87 %
587,961
10.84 %
Total
$ 557,556
3.63 %
$ 887,794
16.37 %
Gross profit for the nine months ended September 30, 2025 and 2024
was $557,556 and $887,794, respectively, representing a decrease of $310,238, or 34.94%. The blended gross margin was 3.63% for the nine
months ended September 30, 2025, compared to 16.37% for the same period in 2024.
Gross profit from property
purchases and sales through Cash Offer, as a percentage of revenue from property purchases and sales through Cash Offer, was 0.79% for
the nine months ended September 30, 2025, compared to 6.5% for the same period in 2024. We expect that our Cash Offer program may continue
to adversely affect our gross margin in the short term but will provide significant long-term growth opportunities by allowing us to differentiate
ourselves in a highly competitive real estate market, attract more clients, and increase market share.
Gross profit from real estate
services, as a percentage of real estate service revenue, was 86.32% for the nine months ended September 30, 2025, compared to 72.48 %
for the same period in 2024. This increase was primarily due to a higher average transaction price in 2025 and an increase in properties
under ongoing property management service.
Selling Expenses
Selling expenses primarily
consisted of staging, advertising, and marketing costs. Selling expenses for the nine months ended September 30, 2025 and 2024 were $25,410
and $12,236, respectively, representing an increase of $13,174, or 107.67%. This increase was primarily driven by higher advertising and
marketing expenditures aimed at attracting more clients and listings, as well as enhancing brand awareness.
39
General and Administrative Expenses
The following table summarized
our general and administrative expenses for the nine months ended September 30, 2025 and 2024:
Nine Months Ended September 30,
2025
2024
Change
Percentage
Change
Legal and accounting expenses
$
105,976
$
149,443
$
(43,467
)
(29.09
)%
Payroll expense
135,356
107,675
27,681
25.71
%
Payroll tax expense
11,940
9,654
2,286
23.68
%
Rent expense
68,920
34,368
34,552
100.54
%
Depreciation expense
20,238
14,059
6,179
43.95
%
Other general and administrative expenses
63,196
15,928
47,268
296.76
%
Total general and administrative expenses
$
405,626
$
331,127
$
74,499
22.50
%
As a percentage of net revenues
2.56
%
6.10
%
General and administrative
expenses for the nine months ended September 30, 2025 and 2024 were $405,626 and $331,127, respectively, representing an increase of $74,499,
or 22.50%. This increase was primarily due to a raise in depreciation expense of $6,179, payroll expense of $27,681, payroll tax expense
of $2,286, rent expense of $34,552, and other G&A expenses of $47,268, partially offset by reduction in legal and accounting expenses
of $43,467. Legal and accounting expenses decreased primarily due to a lower volume of advisory services utilized during the period. Payroll
and payroll tax expenses increased primarily due to the hiring of new employees. Rent expense increased mainly due to the rent adjustment
effective from September 2024 and new lease agreements that commenced in the third quarter of 2025.
Other Income (Expenses), Net
Other expenses were $4,850
for the nine months ended September 30, 2025, compared to $1,237 for the nine months ended September 30, 2024. For the nine months ended
September 30, 2025, other expenses primarily consisted of realized loss on trading securities of $2,651, interest expense of $1,945, and
bank fees of $255, offset by other income, net of $1. For the nine months ended September 30, 2024, other expenses primarily consisted
of interest expense of $2,311 and bank fees of $478, partially offset by other income, net of $1,552.
Income Tax Expenses
Income tax expenses for the
nine months ended September 30, 2025 and 2024 were $46,928 and $ 167,905, respectively, representing a decrease of $120,977 or 74.75%.
This decrease was primarily attributable to lower income before income taxes in the current period.
Net Income
Net income for the nine months
ended September 30, 2025 and 2024 was $94,742 and $375,289, respectively, representing a decrease of $280,547, or 74.75%. This decrease
was primarily driven by significant drop in net revenues and higher operating expenses.
Liquidity and Capital Resources
In assessing liquidity, management
monitors and analyzes the Company’s cash on-hand, ability to generate sufficient revenue sources in the future, and operating and
capital expenditure commitments. Historically, we have funded our working capital, operations and other capital requirements primarily
through equity contributions from stockholders and cash flow from operations. Our ability to meet our current expenses and obligations
depends on the future realization of our current assets. Management has considered historical experience, current economic conditions,
reasonable and supportable forecasts of future economic conditions, and trends in the real estate industry to evaluate the expected collectability
of accounts receivable as of September 30, 2025 and December 31, 2024. Our liquidity may be affected by general economic, competitive,
and other factors, many of which are beyond our control.
40
We plan to expand our real
estate business, develop our artificial intelligence real estate platform, and increase our own real estate investment. To accomplish
such expansion plan, we estimate the total related capital investment and expenditures to be approximately $2 million over the next
12 months.
We believe that our current
cash and cash flows provided by operating activities will be sufficient to meet our working capital needs for existing business over the
next 12 months from the issuance date of the financial statements. However, we plan to use part of the proceeds from this offering
to support our business expansion described above. We may also seek additional financing, to the extent needed, and there can be no assurance
that such financing will be available on favorable terms, or at all. Such financing may include the use of additional debt or the sale
of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity
securities could result in immediate and possibly significant dilution to our existing stockholders. If it is determined that the cash
requirements exceed the Company’s amounts of cash on hand, the Company may also seek to issue additional debt or obtain financial
support from stockholders. The principal stockholders of the Company have made a commitment to provide financial support to the Company
whenever necessary and will continue to provide support following the consummation of this offering.
Cash Flows For the nine Months Ended September
30, 2025 and 2024
As of September 30, 2025, we had cash and cash equivalents of $3,662,388,
other current assets of $2,700,856, current liabilities of $ 1,097,909, net working capital of $5,265,335 , and a current ratio of 5.80:1.
As of December 31, 2024, we had cash and cash equivalents of $1,670,949, other current assets of $1,652,699, current liabilities
of $944,447, net working capital of $2,379,201, and a current ratio of 3.52:1.
The following table presented
a summary of our cash flows for the nine months ended September 30, 2025 and 2024:
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Net cash (used in) provided by operating activities
$ (2,298,995 )
$ (1,005,651 )
Net cash used in investing activities
(307,726 )
(2,463 )
Net cash (used in) provided by financing activities
4,598,160
1,074,341
Net (decrease) increase in cash and cash equivalents
1,991,439
66,227
Cash and cash equivalents, beginning of period
1,670,949
651,911
Cash and cash equivalents, end of period
$ 3,662,388
$ 718,138
Net Cash Used in Operating Activities
Net cash used by operating activities was $2,298,995 for the nine months
ended September 30, 2025, primarily derived from (i) net income of $94,742, adjusted for noncash activities including lease expense
of $66,791, realized loss on trading securities of $2,651, and depreciation of $20,238; (ii) net changes in operating assets and
liabilities as of September 30, 2025 compared to December 31, 2024, primarily consisting of (a) a decrease of accounts receivable
of $7,075, (b) a decrease of real estate held for sale of $907,061, (c) a decrease of Deferred IPO costs of $699,499, (d) an increase
of accounts payable of $69,475 and (e) an increase of other current liabilities of $60,170, partially offset by (a) an increase of prepaid
expenses and other receivables of $2,661,792, (b) an increase of security deposits of $29,019 and (c) a decrease of payment of lease liabilities
of $1,535,886.
Net cash used in operating
activities was $1,005,651 for the nine months ended September 30, 2024, primarily derived from (i) net income of $375,289, adjusted for
noncash activities including: (a) lease expense of $34,010, and (b) depreciation of $14,059, which were partially offset by a decrease
in allowance for credit losses of $9,092; (ii) net changes in operating assets and liabilities as of September 30, 2024 compared to December
31, 2023, principally consisting of (a) an increase in accounts receivable of $1,444,516, (b) an increase in deferred IPO costs of $624,218,
(c) a decrease in operating lease liabilities of $33,511, and (d) an increase in security deposits of $2,000, which were partially offset
by (a) an increase in other current liabilities of $650,407, (b) an increase in accounts payable of $20,913, and (c) a decrease in prepaid
expenses of $13,008.
41
Net cash used by operating activities was $2,298,995 for the nine months
ended September 30, 2025, compared to $1,005,651 used by operating activities for the same period in 2024, representing an increase in
cash outflow of $1,293,344. This increase was primarily due to (i) an increase in cash outflow of $2,674,800 on prepaid expenses and other
receivables, (ii) an increase in cash outflow of $27,019 on security deposits, (iii) a decrease in cash inflow of $590,237 on other current
liabilities and (iv) an increase in cash outflow of $1,502,375 on payments of lease liabilities, partially offset by (i) an increase in
cash inflow of $1,451,591 of accounts receivable, (ii) a decrease in cash outflow of $907,061 of real estate held for sale, (iii) a decrease
in cash outflow of $1,323,717 on deferred IPO costs, and (iv)an increase in cash inflow of $48,562 on accounts payables.
Net Cash Used in Investing Activities
Net cash used in investing
activities was $3,07,726 for the nine months ended September 30, 2025, which primarily consisted of purchases of trading securities for
$274,718, , and purchase of furniture and fixtures of 303,650 and trademark for $1,425, partially offset by proceeds from sale of trading
securities for $272,067
Net cash used in investing
activities was $2,463 for the nine months ended September 30, 2024, which primarily included purchases of office equipment for
$1,082, furniture for $982, and a trademark for $399.
Net Cash (Used in) Provided by Financing Activities
Net cash provided
by financing activities was $4,598,160 for the nine months ended September 30, 2025, which primarily included
proceeds from related party advance of $465,976 and proceeds from shares issued in equity financing of $4,658,556, partially offset by
repayments to related party advance of $520,347, and repayments to auto loan of $6,025.
Net cash provided by financing
activities was $ 1,074,341 for the nine months ended September 30, 2024, which primarily included proceeds from shares issued
in equity financing of $980,000 and proceeds from a related party advance of $880,000, partially offset by repayments of $780,000 to the
related party advance and $5,659 to an auto loan.
Contractual Obligations
Our contractual obligations
as of September 30, 2025 were as follows:
1 Year or
Less
More Than
1 Year
Total
Operating lease liabilities
$ 107,775
$ 2,94,447
$ 402,222
Auto loan payable
8,495
28,963
37,458
Total
$ 116,270
$ 323,410
$ 439,680
Off-Balance Sheet Arrangements
We did not have any off-balance sheet
arrangements as of September 30, 2025 and December 31, 2024.
42
Trend Information
Other than as disclosed elsewhere
in this prospectus, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have
a material effect on our revenue, income from operations, net income, liquidity, or capital resources, or that would cause reported financial
information not necessarily to be indicative of future operating results or financial condition.
Inflation
Inflation and rising interest
rates have significantly influenced the economic environment, impacting our operations and financial performance. Monetary authorities,
in response to heightened inflationary pressures, have raised interest rates, which has increased borrowing costs and reduced the availability
of financing. These changes have directly affected the real estate market by making mortgages less affordable for potential homebuyers,
leading to decreased demand for real estate. We continue to monitor inflation, monetary policy changes, and their potential adverse effects
on our business. Despite these challenges, higher interest rates have reduced competition among buyers, creating opportunities for some
to view this as an advantageous time to purchase real estate.
Critical Accounting Policies and Estimates
Our discussion and analysis
of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements
are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of
our assets and liabilities and revenue and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial
statements, and to disclose the reported amounts of revenue and expenses incurred during the financial reporting period. We continue to
evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since
the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some
of our accounting policies require higher degrees of judgment than others in their application. We believe that the critical accounting
policies disclosed in this prospectus reflect the more significant judgments and estimates used in preparation of our consolidated financial
statements. Further, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised
accounting standards that have different effective dates for emerging growth companies until the earlier of the date that we (i) are
no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in
the JOBS Act. As a result, these financial statements contained in our subsequent filings with the SEC may not be comparable to other
public companies.
The following critical accounting
policies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements:
Use of Estimates
The preparation of the consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues
and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition, allowance
for credit losses, income taxes, the useful lives of long-lived assets and assumptions used in assessing impairment of long-lived assets.
Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual amounts
may differ from the estimated amounts, such differences are not likely to be material.
Revenue Recognition
In accordance with ASC 606,
“Revenue from Contracts with Customers,” revenue is recognized when a customer obtains control of promised goods or services.
The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these goods
or services. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identifies
contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction
price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenues when
(or as) it satisfies the performance obligation.
The Company derives its revenues
primarily from real estate services and real estate purchases and sales through Cash Offer.
43
Real Estate Service Revenue
The Company’s real estate
service revenue consists primarily of real estate agency commission for buying and selling properties for clients, revenue generated from
property management service, home renovation service, and mortgage referral service.
The Company earns agency commission
revenue, usually at a fixed percentage of property’s selling price, through facilitating the buy or sale of various types of properties,
including residential, commercial, and land parcels. The Company is considered an agent for these services provided, and reports service
revenue earned through these transactions on a net basis. Revenue is recognized when the agency service is provided, usually at the closing
of the escrow.
The Company’s CEO has
owned his personal real estate salesperson license since 2020 and obtained a personal real estate broker license on August 8, 2023.
Prior to obtaining the broker license, the Company performed real estate transactions as a sales agent under a real estate brokerage firm
owned by an unrelated third party and earned sales commissions at fixed rate. On November 17, 2023, Linkhome Realty obtained a real
estate broker license for the Company. Thus, the Company gradually transitioned from operating as a sales agent under a third-party real
estate broker to a real estate broker independently. This transition marks a significant shift in the Company’s business model,
as it no longer relies on other firms to conduct real estate transactions.
The Company provides property
management services, which include two primary activities: tenant placement and ongoing property management. Tenant placement services
involve marketing the property, identifying suitable tenants, and facilitating the rental agreement. For these services, the Company acts
as an agent and charges a rental commission, either as a percentage of the first year’s rent or a fixed fee. Revenue from tenant
placement is recognized at a point in time when a tenant is secured, and the lease contract is executed. Additionally, the Company provides
ongoing property management services, which may include collecting rent on behalf of the landlord, coordinating maintenance and repairs,
and addressing tenant inquiries during the lease term. For these services, the Company also acts as an agent and charges a service fee.
Revenue from ongoing property management is recognized over time as the services are rendered, as the landlord simultaneously receives
and consumes the benefits of the Company’s efforts.
The Company also offers a full
range of home renovation services, from bathroom and kitchen renovations to customized home renovations and extensions, helping clients
prepare their homes for sale or personalize newly purchased properties. The Company considers itself as a principal for this service as
it has control of the specified service at any time before it is transferred to the customer, which is evidenced by (i) the Company
is primarily responsible for fulfilling the promises to provide home renovation services meeting customer specifications, and assumes
fulfilment risk (i.e., risk that the performance obligation will not be satisfied); and (ii) the Company has discretion in selecting
third-party renovation contractors and establishing the price, and bears the risk for services that are not fully paid for by customers.
The renovation period is usually within one to six months; the Company recognizes revenue when the renovation service is completed,
on a gross basis with corresponding costs incurred.
In addition, the Company collaborates
with lending institutions and mortgage brokers to assist clients in seeking and securing mortgage services, and aiding clients in the
process of obtaining loans or financing for property purchases. The Company receives a referral fee as a percentage of the loan amount
and recognizes revenue when the loan is approved.
Revenue from Property Purchases and Sales through
Cash Offer
The Company’s revenue
from purchases and sales through Cash Offer consists primarily of the Company’s purchasing a hot property in cash and then selling
it to a customer. The Company purchases a property in cash with ownership transferred to Linkhome Realty. Subsequently, Linkhome Realty
sells the property to the customer within a short period of time. Both purchase and sales transactions go through an escrow company. The
Company is the principal of these transactions and recognizes revenue and cost when the property purchased is sold and escrow is closed.
This type of revenue does not contain a financing component due to there being no difference between the amount of promised consideration
and the cash selling price of the promised goods or services, and the length of time between when the Company transfers the promised goods
or services to the customer and when the customer pays for those goods is very short, usually within a few weeks or a few months.
44
Credit Losses
On January 1, 2023, the
Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments” (“ASC 326”). This standard replaced the incurred loss methodology with an expected
loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of
credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable
and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt
securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured
at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL
made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented
as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and
does not believe that it is more likely than not they will be required to sell.
The Company adopted ASC 326
and all related subsequent amendments thereto effective January 1, 2023, using the modified retrospective approach for all financial
assets measured at amortized cost and off-balance sheet credit exposures. The was no transition adjustment of the adoption of CECL.
The Company’s accounts
receivable and prepaid expense in the consolidated balance sheets are within the scope of ASC Topic 326. As the Company has limited
customers and debtors, the Company uses the loss-rate method to evaluate the expected credit losses on an individual basis. When
establishing the loss rate, the Company makes the assessment on various factors, including historical experience, creditworthiness of
customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors
that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when
facts and circumstances indicate that the receivable is unlikely to be collected.
Expected credit losses are
recorded as an allowance for credit losses, which is netted against accounts receivable in the consolidated balance sheets, and are recognized
as an expense in the consolidated statements of income. Receivables are written off against the allowance when all collection efforts
have been exhausted and recovery is deemed remote. If the Company recovers amounts that were previously written off, the recovered amounts
are recognized as a reduction to the provision for credit losses in the consolidated statements of income.
Accounts Receivable, Net
Accounts receivable represent
the amounts that the Company has an unconditional right to consideration, which are stated at the historical carrying amount net of allowance
for credit losses. The Company maintains allowances for credit losses for estimated losses. The Company reviews the accounts receivable
on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability
of individual receivable balances, the Company considers many factors, including historical losses, the age of the receivable balance,
the customer’s historical payment pattens and creditworthiness, current economic conditions, and reasonable and supportable forecasts
of future economic conditions. Accounts are written off against the allowance after all means of collection have been exhausted and the
potential for recovery is considered remote. As of September 30, 2025 and December 31, 2024, the Company had no allowances for credit
losses.
Impairment of Long-lived Assets
Long-lived assets, which
include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate
the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets to be held and used is measured by
comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by
which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s
expected future discounted cash flows or market value, if readily determinable.
45
The Company evaluates events
and changes in circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable. When such events
or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying
value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows
is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such a determination
is made. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Based on the above analysis, no impairment loss was recognized related to these
assets for the nine months ended September 30, 2025 and 2024.
Income Taxes
The Company uses the asset
and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this
method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred
tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or
tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the
results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets
reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the
deferred tax assets will not be realized.
The Company follows FASB ASC
Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on recognition of income tax assets
and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated
with tax positions, accounting for income taxes in interim periods, and income tax disclosures.
Under the provisions of FASB
ASC Topic 740, when tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities,
while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately
sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available
evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that
meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent
likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions
taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying
balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest
associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative
expenses in the statements of income. For the nine months ended September 30, 2025 and 2024, the Company did not take any uncertain
positions that would necessitate recording a tax related liability.
Prior to January 1, 2024,
Linkhome Realty filed its income tax return under Subchapter S of the Internal Revenue Code (“IRS”) as an S-corporation, and
elected to be taxed as a pass-through entity, for which the income, losses, deductions, and credits flow through to the stockholders
of the company for federal tax purposes. Effective January 1, 2024, Linkhome Realty’s tax status became C-corporation, and
is subject to a federal income tax rate of 21% and California state income tax rate of 8.84%. As a parent holding company of Linkhome
Realty, Linkhome Holdings was incorporated in the State of Nevada on November 6, 2023, and is only subject to a federal income tax
rate of 21%. Effective for the tax year beginning January 1, 2024, and continuing thereafter unless revoked, Linkhome Holdings and
Linkhome Realty have elected to file a consolidated federal income tax return.
46
New Accounting Pronouncements
The Company considers the applicability
and impact of all ASUs and periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012,
as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition
period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would
apply to private companies.
Recently Adopted Accounting Pronouncements
In November 2023, the
FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments
in the ASU are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant
segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment
profit or loss. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose
multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment,
and contain other disclosure requirements. The purpose of the amendments is to enable “investors to better understand an entity’s
overall performance” and assess “potential future cash flows.” The amendments in ASU 2023-07 are effective
for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024. The Company adopted ASU 2023-07 in the fourth quarter of 2024 and the adoption did not have a
material impact on its consolidated financial statements and related disclosures.
Recent Accounting Pronouncements Pending Adoption
In December 2023, the
FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure
of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure
requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.
The Company is evaluating the impact that ASU 2023-09 will have on its consolidated financial statements and related disclosures.
In November 2024, the
FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires public business entities to
disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting
periods. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years
beginning after December 15, 2027 with early adoption permitted. These requirements should be applied on a prospective basis with
an option to apply them retrospectively. The Company is evaluating the impact that ASU 2024-03 will have on its consolidated
financial statements and related disclosures.
The Company does not believe that any other recently
issued but not yet effective authoritative guidance, if adopted currently, would have a material impact on its consolidated financial
statements or related disclosures.
47
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15
and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as of September 30, 2025. Based upon their evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and
15d-15 (e) under the Exchange Act) were effective.
Management’s Report on Internal Controls
Over Financial Reporting
This Quarterly Report on
Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting or an attestation
report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public
companies.
Changes in Internal Control over Financial
Reporting
There were no changes in
our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the
most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
48
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
In addition to the other
information set forth in this report, you should carefully consider the factors discussed in “Risk Factors” of our Prospectus
dated July 25, 2025, which could materially affect our business, financial condition or future results.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None .
Item 6. Exhibits.
Exhibit No.
Description
31.1
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
49
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Linkhome Holdings Inc.
By: /s/ Zhen Qin
Chairman of the Board and Chief Executive Officer
November 13, 2025
Zhen Qin
(Principal Executive Officer)
By: /s/ Na Li
Chief Financial Officer and Director
November 13, 2025
Na Li
(Principal Financial and Accounting Officer)
By: /s/ Xiaoyu Li
Director
November 13, 2025
Xiaoyu Li
By: /s/ Minghui Sun
Director
November 13, 2025
Minghui Sun
By: /s/ Xin Liu
Director
November 13, 2025
Xin Liu
By: /s/ Leung Tsz Kan
Director
November 13, 2025
Leung Tsz Kan
50
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.