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 March 31, 2026
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
As of May 13, 2026 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
1
Consolidated Balance Sheets – March 31, 2026 (Unaudited) and
December 31, 2025
1
Unaudited Consolidated Statements of (Loss) Income - Three Months Ended March 31, 2026 and 2025
2
Unaudited Consolidated Statements of Changes in Stockholders’ Equity - Three Months Ended March 31, 2026 and 2025
3
Unaudited Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2026 and 2025
4
Notes to Unaudited Consolidated Financial Statements
5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
Item
3. Quantitative and Qualitative Disclosures About Market Risk
34
Item
4. Controls and Procedures
34
PART
II - OTHER INFORMATION
35
Item
1. Legal Proceedings
35
Item
1A. Risk Factors
35
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
35
Item 3. Defaults Upon Senior Securities
35
Item
4. Mine Safety Disclosure
35
Item
5. Other Information
35
Item
6. Exhibits
35
Signatures
36
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 (the “Exchange Act”), 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 our periodic reports on Form 10-K, 10-Q and 8-K, 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 MARCH 31, 2026 AND DECEMBER 31, 2025
March 31,
December 31,
2026
2025
(Unaudited)
Assets
Current Assets
Cash and cash equivalents
$ 3,471,824
$ 7,018,931
Accounts receivable
27,975
109,968
Loan receivable
252,000
-
Real estate held for sale
1,665,203
-
Advances to contractors
12,853
-
Prepaid expenses and other receivables
18,267
18,267
Total Current Assets
5,448,122
7,147,166
Noncurrent Assets
Property and equipment, net
316,897
335,540
Operating lease right-of-use assets, net
1,218,893
1,265,993
Intangible assets, net
536,603
564,753
Deferred tax assets, net
36,261
742
Investment under cost method
50,000
50,000
Long-term prepaid expenses, net
583,875
617,625
Security deposits
33,254
33,254
Total Noncurrent Assets
2,775,783
2,867,907
Total Assets
$ 8,223,905
$ 10,015,073
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable
$ 4,300
$ 93,735
Auto loan payable, current
8,768
8,631
Operating lease liabilities, current
111,681
109,711
Other current liabilities
332,272
1,870,524
Total Current Liabilities
457,021
2,082,601
Noncurrent Liabilities
Auto loan payable, noncurrent
24,506
26,754
Operating lease liabilities, noncurrent
237,612
266,282
Total Noncurrent Liabilities
262,118
293,036
Total Liabilities
719,139
2,375,637
Commitments and Contingencies
Stockholders’ Equity
Preferred stock, $ 0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025
-
-
Common stock, $ 0.001 par value, 100,000,000 shares authorized, 16,230,000 shares issued and outstanding at March 31, 2026 and December 31, 2025
16,230
16,230
Paid-in capital
6,389,842
6,389,842
Retained earnings
1,098,694
1,233,364
Total Stockholders’ Equity
7,504,766
7,639,436
Total Liabilities and Stockholders’ Equity
$ 8,223,905
$ 10,015,073
The accompanying notes are an integral part of these consolidated financial
statements.
1
LINKHOME HOLDINGS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF (LOSS) INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
Three Months Ended
March 31,
2026
2025
Net Revenues (including $ 0 and $ 97,560 from related parties for the three months ended March 31, 2026 and 2025, respectively)
$ 4,907,470
$ 5,709,426
Cost of Revenues
( 4,721,442 )
( 5,447,509 )
Gross Profit
186,028
261,917
Operating Expenses
Selling expenses
6,970
17,341
General and administrative expenses
393,358
120,754
Total Operating Expenses
400,328
138,095
Operating (Loss) Income
( 214,300 )
123,822
Other Income (Expenses)
Interest income
24,765
-
Interest expense
( 546 )
( 682 )
Unrealized loss on trading securities
-
( 11,007 )
Other income (expenses), net
23,609
( 60 )
Total Other Income (Expenses), Net
47,828
( 11,749 )
(Loss) Income before Income Taxes
( 166,472 )
112,073
Income Tax (Benefit) Expense
( 31,802 )
31,444
Net (Loss) Income
$ ( 134,670 )
$ 80,629
(Loss) Earnings per Share – Basic and Diluted
$ ( 0.01 )
$ 0.01
Weighted Average Number of Common Stock Outstanding – Basic and Diluted
16,230,000
14,505,000
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
2
LINKHOME HOLDINGS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
Preferred stock
Common stock
Additional paid-in
Retained
Total stockholder’s
Shares
Amount
Shares
Amount
capital
earnings
equity
Balance at December 31, 2025
-
$ -
16,230,000
$ 16,230
$ 6,389,842
$ 1,233,364
$ 7,639,436
Net loss
-
-
-
-
-
( 134,670 )
( 134,670 )
Balance at March 31, 2026
-
$ -
16,230,000
$ 16,230
$ 6,389,842
$ 1,098,694
$ 7,504,766
Balance at December 31, 2024
-
$ -
14,505,000
$ 14,505
$ 1,276,690
$ 1,158,490
$ 2,449,685
Net income
-
-
-
-
-
80,629
80,629
Balance at March 31, 2025
-
$ -
14,505,000
$ 14,505
$ 1,276,690
$ 1,239,119
$ 2,530,314
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
3
LINKHOME HOLDINGS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
Three Months Ended
March 31,
2026
2025
Cash Flows from Operating Activities
Net (loss) Income
$ ( 134,670 )
$ 80,629
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Unrealized loss on trading securities
-
11,007
Depreciation and amortization
47,143
4,639
Operating lease expense
53,654
11,337
Deferred income taxes
( 35,519 )
( 3,080 )
Changes in operating assets and liabilities:
Accounts receivable
81,993
( 1,815,840 )
Real estate held for sale
( 1,665,203 )
907,061
Advances to contractors
( 12,853 )
( 26,873 )
Prepaid expenses and other receivables
-
9,979
Long-term prepaid expenses
33,750
-
Accounts payable
( 89,435 )
( 21,300 )
Other current liabilities
( 1,538,252 )
9,160
Payments for operating leases
( 33,254 )
( 11,551 )
Net Cash Used in Operating Activities
( 3,292,646 )
( 844,832 )
Cash Flows from Investing Activities
Purchase of trading securities
-
( 136,000 )
Capitalized intangible assets
( 350 )
-
Issuance of loan receivable
( 252,000 )
-
Net Cash Used in Investing Activities
( 252,350 )
( 136,000 )
Cash Flows from Financing Activities
Repayments of auto loan payable
( 2,111 )
( 1,974 )
Proceeds from related party dues
-
326,000
Repayments of related party dues
-
( 381,000 )
Payment of offering costs
-
( 49,000 )
Net Cash Used in Financing Activities
( 2,111 )
( 105,974 )
Net Decrease in Cash and Cash Equivalents
( 3,547,107 )
( 1,086,806 )
Cash and Cash Equivalents, Beginning of Period
7,018,931
1,670,949
Cash and Cash Equivalents, End of Period
$ 3,471,824
$ 584,143
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid for Interest
$ 546
$ 682
Cash Paid for Income Taxes
$ -
$ -
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
4
LINKHOME
HOLDINGS INC. AND SUBSIDIARY
NOTES TO UNAUDITED 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, United States on November 6, 2023 . The Company is a holding company with no material operations of its own. The Company
conducts substantially all of its operations through its wholly owned subsidiary, Linkhome Realty Group (“Linkhome Realty”),
which was incorporated in the State of California on July 13, 2021.
The
Company operates an AI-powered real estate technology platform designed to facilitate residential property transactions. The platform
integrates property search capabilities, real estate transaction services, and financing-related solutions.
The
Company’s services primarily include:
●
AI-powered residential real estate brokerage services;
●
transaction solutions through the Company’s Cash Offer fintech
program;
●
property management services;
●
home renovation services; and
●
AI-powered mortgage brokerage services.
Through its Cash Offer program, the Company may temporarily acquire
residential properties using its capital in order to facilitate transactions for clients. The property is subsequently sold to the client
once the client’s financing is finalized. The Company generates revenue primarily from real estate brokerage commissions, real estate
transaction activities through its Cash Offer program, property management services, renovation services, and mortgage referral fees.
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
in 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 with J.P. Morgan Chase in January 2025. For the three months ended March 31, 2025, the Company purchased
trading securities totaling $ 136,000 . As of March 31, 2025, investments in trading securities totaled $ 124,993 , with an unrealized loss
of $ 11,007 recognized in the consolidated statements of income under “Other Income/Expenses.” The investment account balance
was withdrawn in June 2025, and no trading securities were held as of March 31, 2026 and December 31, 2025. There was no trading activity
during the three months ended March 31, 2026.
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. There was no transition adjustment
upon the adoption of CECL.
The
Company’s accounts receivable, loan receivable and certain other financial assets included 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.
6
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 patterns 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 March 31, 2026 and December 31, 2025, 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 March 31, 2026, the Company recorded
one property as real estate held for sale with a carrying value of $ 1,665,203 , which was acquired in March 2026 under the Cash Offer
program to facilitate a transaction for a client. The property had not been sold as of March 31, 2026. As of December 31, 2025, the Company
had no real estate held for sale.
Advances
to Contractors
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. Advances to contractors were $ 12,853 and $0 as of March 31, 2026
and December 31, 2025, 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. In
July 2025, the Company successfully completed its initial public offering, and the deferred offering costs were reclassified to additional
paid-in capital as a reduction of the IPO proceeds.
Property
and Equipment, Net
Property
and equipment are 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. 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
Leasehold improvements Shorter of lease term or useful life
7
Intangible
Assets, Net
Intangible
assets consist primarily of internally developed software and trademarks. Internally developed software is capitalized in accordance
with ASC 350-40, “Internal-Use Software.” Costs incurred during the application development stage are capitalized and amortized
using the straight-line method over the estimated useful life of the software once the asset is placed in service. Trademarks are considered
indefinite-lived intangible assets and are not amortized but are evaluated for impairment annually or more frequently if events or changes
in circumstances indicate the asset may be impaired.
In
December 2025, the Company placed into service internally developed software related to its AI-driven real estate platform, including
the Linkhome website and the Linkhome AI mobile application. The internally developed software is amortized using the straight-line method
over its estimated useful life of five years .
Investment
under Cost Method
The
Company accounts for investments with less than 20 % of the voting shares and does not have the ability to exercise significant influence
over the operating and financial policies of the investee using the cost method. The Company elects the measurement alternative and records
investments in equity securities at historical cost in its consolidated financial statements. Such investments are subject to evaluation
for impairment. Dividends received from the net accumulated earnings of the investee are recognized as income, while dividends received
in excess of such earnings are considered a return of investment and recorded as a reduction of the cost of the investment.
In
October 2025, the Company invested $ 50,000 in the common stock of a privately held company, representing an approximate 2.5 %
ownership interest. Investment under cost method was $ 50,000 as of March 31, 2026 and December 31, 2025. No impairment was recorded during
the three months ended March 31, 2026.
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. No such events or changes in circumstances were identified during the
three months ended March 31, 2026 and 2025, and no impairment loss was recognized related to these assets.
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 three months ended March 31, 2026 and 2025, 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 (“IRC”)
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 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 the 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.
Prior
to November 17, 2023, the Company conducted real estate transactions through a licensed third-party brokerage firm. On November 17, 2023,
Linkhome Realty obtained its own real estate broker license, allowing the Company to conduct brokerage transactions independently.
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.
9
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. Revenue is recognized when the related
loan transaction is completed and the Company becomes entitled to the referral fee.
Revenue
from Property Purchases and Sales through Cash Offer
The
Company’s revenue from purchases and sales through its Cash Offer program primarily consists of purchasing residential properties
and subsequently reselling those properties to customers within a short period of time. Under the Cash Offer program, the Company may
purchase residential properties using its own capital, with title transferred to Linkhome Realty, and subsequently resell the properties
to customers. 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
March 31,
2026
Three Months Ended
March 31,
2025
Real estate service revenue
Real estate agency commission
$ 54,500
$ 211,517
Property management service
6,857
1,767
Home renovation service
—
9,952
Mortgage referral fee
13,113
6,300
Total real estate service revenue
74,470
229,536
Revenue from property purchases and sales through Cash Offer
4,833,000
5,479,890
Total revenues
$ 4,907,470
$ 5,709,426
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.
10
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 principal business lines: (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 primarily based on consolidated net income, which is also reported
in the Company’s consolidated statements of income. The CODM does not review segment assets or liabilities separately and receives
financial reporting on a consolidated basis.
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.
The
following table presents the segment revenues, segment profit or loss, and significant segment expenses included in the measure of segment
performance for the three months ended March 31, 2026 and 2025:
Three Months Ended
March 31,
2026
Three Months Ended
March 31,
2025
Segment revenues (1)
$ 4,907,470
$ 5,709,426
Less:
Cost of revenues
4,721,442
5,447,509
Segment gross profit
186,028
261,917
Less:
Payroll and payroll tax expenses
69,449
52,107
Legal and accounting expenses
167,713
40,126
Rent expense
53,654
12,050
Other segment items (2)
13,995
40,240
Depreciation and amortization
47,143
4,639
Interest expense
546
682
Income tax (benefit) expense
( 31,802 )
31,444
Segment net (loss) income
$ ( 134,670 )
$ 80,629
Reconciliation of profit or loss
Adjustments and reconciling items
—
—
Consolidated net (loss) income
$ ( 134,670 )
$ 80,629
(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 intersegment sales during the periods presented.
(2) Other segment items include marketing expenses, insurance expenses, office expenses, and other overhead expenses.
11
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.
March 31,
2026
December 31,
2025
Segment assets
$ 8,223,905
$ 10,015,073
Three Months Ended
March 31,
2026
Three Months Ended
March 31,
2025
Expenditures for segment assets (1)
$ 350
$ —
(1) Expenditures for segment assets represent capital expenditures, including purchases of property and equipment and capitalized intangible assets.
All
of the Company’s revenues and long-lived assets were attributable to operations in the United States for the three months
ended March 31, 2026 and 2025. 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 March 31, 2026, revenues from five customers accounted for approximately 23.09 %, 22.82 %, 19.77 %, 16.44 %, and 16.36 %
of the Company’s total revenues, respectively. For the three months ended March 31, 2025, revenues from six customers accounted
for approximately 16.50 %, 16.25 %, 16.03 %, 15.87 %, 15.73 %, and 15.60 % of the Company’s 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 March 31, 2026 and December 31, 2025.
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 March 31, 2026 and December 31, 2025, the Company did not have any assets or liabilities that were required to be remeasured at fair
value on a recurring basis. The carrying values of financial instruments included in current assets and current liabilities approximate
their fair values because of their short maturities.
12
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. The Company’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. Certain technology infrastructure and digital asset arrangements are also evaluated
under ASC 842 and may result in the recognition of right-of-use assets.
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. Certain prepaid lease arrangements may result in the recognition
of ROU assets without corresponding lease liabilities.
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 March 31, 2026 and December 31, 2025, 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 share is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common shareholders by the
weighted-average number of common shares outstanding and potential common 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 common shares that have
an anti-dilutive effect (i.e., those that increase earnings per share or decrease loss per share) are excluded from the calculation of
diluted earnings per share. For the three months ended March 31, 2026 and 2025, the Company had no dilutive securities.
13
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 March 31, 2026 and December 31, 2025, the Company had no such contingencies.
On March 18, 2026, a civil
lawsuit was filed in the United States District Court for the Central District of California relating to a private transaction involving
70,000 restricted shares of the Company’s common stock between private parties. The complaint names certain private parties, as
well as the Company and the Company’s Chief Executive Officer, as defendants, and seeks damages of approximately $ 560,000 , among
other relief. The Company was not a party to the underlying stock purchase agreement and did not receive any proceeds from the transaction.
The Company and its Chief Executive Officer deny the allegations and intend to defend the matter vigorously. The Company has notified
its directors and officers liability insurance carrier regarding the matter.
The litigation remains in a preliminary stage. Based on currently available
information, management has concluded that a loss is neither probable nor reasonably estimable as of March 31, 2026 or through the date
of issuance of these condensed consolidated financial statements, and accordingly no liability has been accrued in the accompanying condensed
consolidated financial statements. The Company will reassess this conclusion as the matter progresses. See Part II, Item 1, “Legal
Proceedings,” for additional information.
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
December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires
enhanced income tax disclosures, including additional information in the rate reconciliation and income taxes paid by jurisdiction. ASU 2023-09 is
effective for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 for the year ended December 31,
2025, and the adoption did not have a material impact on its consolidated financial statements and related disclosures.
Recent
Accounting Pronouncements Pending Adoption
In
November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation
Disclosures (Subtopic 220-40),” which is intended to improve disclosures about a public business entity’s expenses and provide
more detailed information about the nature of expenses included in commonly presented expense captions, such as cost of revenues and
selling, general and administrative expenses. The amendments require entities to disclose, in the notes to the financial statements,
specified information about certain expense categories, including employee compensation, depreciation, and amortization, within relevant
income statement captions. The amendments also require tabular disclosures of such disaggregated expense information, as well as qualitative
descriptions of the remaining amounts not separately disaggregated.
In
January 2025, the FASB issued ASU 2025-01, which clarifies the effective date of ASU 2024-03. As clarified, the amendments are effective
for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning
after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of 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.
14
Reclassification
Certain
prior period amounts have been reclassified to conform to the current period presentation. Specifically, offering costs of $ 49,000 previously
presented within operating activities in the consolidated statement of cash flows for the three months ended March 31, 2025 have been
reclassified to financing activities to conform to the current period presentation. This reclassification had no impact on net income
or total cash flows.
NOTE
3 — ACCOUNTS RECEIVABLE
Accounts
receivable, net consisted of the following as of March 31, 2026 and December 31, 2025:
March 31,
2026
December 31,
2025
Accounts receivable, gross
$ 27,975
$ 109,968
Less: allowance for credit losses
—
—
Accounts receivable
$ 27,975
$ 109,968
NOTE
4 — LOAN RECEIVABLE
In
February 2026, the Company entered into a short-term bridge loan arrangement with a third party to facilitate a real estate acquisition transaction. The loan bears interest at 8.99 %
per annum, is unsecured, and matures on June 22, 2026. As of March 31, 2026 and December 31, 2025, loan receivable was $ 252,000 and $ 0 ,
respectively. No allowance for credit losses was recorded as of March 31, 2026.
NOTE
5 — PROPERTY AND EQUIPMENT, NET
Property
and equipment, net consisted of the following as of March 31, 2026 and December 31, 2025:
March 31,
2026
December 31,
2025
Furniture and fixtures
$ 222,325
$ 222,325
Office equipment
2,238
2,238
Vehicles
88,028
88,028
Leasehold improvements
86,650
86,650
Total
399,241
399,241
Less: accumulated depreciation
( 82,344 )
( 63,701 )
Property and equipment, net
$ 316,897
$ 335,540
For
the three months ended March 31, 2026 and 2025, depreciation expense amounted to $ 18,643 and $ 4,639 , respectively.
NOTE
6 — INTANGIBLE ASSETS, NET
Intangible
assets, net consisted of the following as of March 31, 2026 and December 31, 2025:
March 31,
2026
December 31,
2025
Internally developed software
$ 570,000
$ 570,000
Trademarks
3,224
2,874
Total
573,224
572,874
Less: accumulated amortization
( 36,621 )
( 8,121 )
Intangible assets, net
$ 536,603
$ 564,753
In
December 2025, the Company placed into service internally developed software related to its AI-driven real estate platform, including
the Linkhome website and the Linkhome AI mobile application. The Company capitalized $ 570,000 of total development costs associated
with the platform and began amortization when the software was placed into service on December 5, 2025.
The
internally developed software is amortized using the straight-line method over its estimated useful life of five years . Amortization
expense related to the internally developed software was $ 28,500 for the three months ended March 31, 2026. No amortization expense was
recognized during the three months ended March 31, 2025.
15
The
following table presents the estimated future amortization expense related to finite-lived intangible assets as of March 31, 2026:
Year Ended December 31,
Amount
Remaining 2026 (4/1/2026 – 12/31/2026)
$ 85,500
2027
114,000
2028
114,000
2029
114,000
2030
105,879
Total
$ 533,379
Trademarks
are considered indefinite-lived intangible assets and are not amortized but are evaluated for impairment annually or more frequently
if events or changes in circumstances indicate that the asset may be impaired.
NOTE
7 — LONG-TERM PREPAID EXPENSES, NET
Long-term
prepaid expenses consist of advance payments for services to be received beyond one year .
In
July 2025, the Company entered into a financing advisory agreement with a third-party advisor for a five-year term. Under the
agreement, the Company made a one-time prepaid advisory fee of $ 675,000 . The prepaid advisory fee is being amortized on a straight-line
basis over the contractual service period and recognized as general and administrative expense in the consolidated statements of income.
The unamortized balance of the prepaid advisory fee was $ 583,875 and $ 617,625 as of March 31, 2026 and December 31, 2025, respectively.
NOTE
8 — OTHER CURRENT LIABILITIES
Other
current liabilities consisted of the following as of March 31, 2026 and December 31, 2025:
March 31,
2026
December 31,
2025
Payroll and payroll tax payable
$ 5,191
$ 6,157
Federal income tax payable
229,483
229,483
State income tax payable
74,372
70,655
Credit card payable
15,176
11,030
Accrued expenses
5,550
50,614
Tenant-contributed emergency reserve
2,500
2,500
Other payable
—
1,500,085
Total other current liabilities
$ 332,272
$ 1,870,524
In
December 2025, the Company received $ 1,500,085 from the same third party described in Note 4 — Loan Receivable in connection with a proposed joint real estate investment. The
funds were intended to be used toward the acquisition of a property for investment purposes. The transaction was cancelled on December
31, 2025, and the amount was recorded in other current liabilities as of December 31, 2025. The amount was repaid in full in January
2026, and no other payable balance remained outstanding as of March 31, 2026.
NOTE
9 — 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 March 31, 2026 and 2025, interest expense related to this loan amounted
to $ 546 and $ 682 , respectively.
16
NOTE
10 — LEASE
The
Company previously leased office space in Irvine, California under a lease agreement entered into on July 31, 2023 with a lease term
of 24 months , commencing on September 1, 2023 and expiring on August 31, 2025 . The initial monthly rental payment was
$ 3,708 from September 1, 2023 to August 31, 2024, with an annual 3.85 % increase to $ 3,850 beginning on September 1, 2024.
In
August 2025, the Company entered into a sublease agreement for office space located at 17901 Von Karman Avenue in Irvine, California
with a lease term of approximately 42 months , commencing on September 1, 2025 and expiring on February 28, 2029 . The monthly
base rent under the sublease is $ 11,084.80 .
In
July and August 2025, the Company entered into several operating lease arrangements related to technology infrastructure and digital
assets used in its operations, including AI computing servers, database and content delivery network services, and the domain name “Linkhome.ai.”
These leases generally have contractual terms ranging from 10 to 20 years . Certain of these leases required upfront
payments at the commencement of the lease term. As a result, the Company recognized right-of-use assets associated with the prepaid lease
payments, which are recognized as lease expense over the respective lease terms.
The
following tables present the Company’s operating lease costs, lease components, remaining lease term and discount rate:
Three Months Ended
March 31,
2026
Three Months Ended
March 31,
2025
Operating lease costs
$ 53,654
$ 11,337
March 31,
2026
December 31,
2025
Operating lease right-of-use assets
$ 1,218,893
$ 1,265,993
Operating lease liabilities – current
$ 111,681
$ 109,711
Operating lease liabilities – non-current
237,612
266,282
Total operating lease liabilities
$ 349,293
$ 375,993
March 31,
2026
Remaining lease term (years) 2.92
Discount rate 7.38 %
The
following table is a schedule, by years, of the minimum lease payments as of March 31, 2026:
Year Ended December 31,
Operating
Lease
Liabilities
Remaining 2026 (4/1/2026 – 12/31/2026)
$ 99,764
2027
133,018
2028
133,018
2029
22,168
Total lease payments
387,968
Less: imputed interest
( 38,675 )
Present value of lease liabilities
$ 349,293
17
NOTE
11 — 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 an 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
March 31,
2026
Three Months Ended
March 31,
2025
Current:
Federal income tax expense
$ —
$ 23,614
State income tax expense
3,717
10,910
Deferred:
Federal income tax benefit
( 35,519 )
( 2,311 )
State income tax benefit
—
( 769 )
Total income tax (benefit) expense
$ ( 31,802 )
$ 31,444
The
following tables reconciled the federal statutory income tax rate to the Company’s effective tax rate for the three months ended
March 31, 2026 and 2025:
Three Months Ended
March 31,
2026
Three Months Ended
March 31,
2025
Federal statutory income tax rate
21.00 %
21.00 %
State statutory income tax rate, net of federal benefit
( 1.77 )%
7.01 %
Permanent difference (non-deductible expenses)
( 0.13 )%
0.05 %
Effective tax rate
19.10 %
28.06 %
As
of March 31, 2026 and December 31, 2025, the net deferred tax assets consisted of the following:
March 31,
2026
December 31,
2025
Deferred tax assets:
Capital loss carryforward
$ 742
$ 742
Net operating loss carryforward
35,519
—
Less: valuation allowance
—
—
Deferred tax assets, net
$ 36,261
$ 742
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. As of March 31,
2026 and December 31, 2025, the Company had deferred tax assets of $ 36,261 and $ 742 , respectively, primarily related to net operating
loss carryforwards and capital loss carryforwards. Management evaluated the available evidence regarding the realizability of these deferred
tax assets and concluded that a valuation allowance was not required as of March 31, 2026 and December 31, 2025.
18
NOTE
12 — RELATED PARTY TRANSACTIONS
Net
Revenues — Related Party
Name of Related Party Nature Relationship Three Months
Ended
March 31,
2026
Three Months
Ended
March 31,
2025
Na Li Real estate service revenue – real estate agency commission Chief Financial Officer and Director $ —
$ 97,560
Total $ —
$ 97,560
For
the three months ended March 31, 2025, the Company provided real estate agency services to Na Li, assisting with the sale of one property.
The Company earned $ 126,000 in real estate agency commission revenue and paid a referral fee of $ 28,440 in connection with
the transaction, resulting in net revenue of $ 97,560 recognized by the Company.
NOTE
13 — STOCKHOLDERS’ EQUITY
Linkhome Holdings was incorporated in the State of Nevada on November 6, 2023. The authorized number of shares of preferred stock is 1,000,000
shares with $ 0.001 par value; no shares of preferred stock were issued or outstanding as of March 31, 2026 and December 31, 2025. The
authorized number of shares of common stock is 100,000,000 shares with $ 0.001 par value. As of March 31, 2026 and December 31, 2025, the
Company had 16,230,000 shares of common stock issued and outstanding.
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 Company received gross proceeds of $ 6,900,000 .
Underwriting discounts and offering expenses totaling $ 697,000 were deducted from the gross proceeds, resulting in net proceeds
of $ 6,203,000 received by the Company. Net proceeds were recorded in common stock and additional paid-in capital, with offering
costs recorded as a reduction of additional paid-in capital.
NOTE
14 — 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.
19
Item 2. 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 these statements. You should read the following discussion in conjunction with our unaudited consolidated
financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q.
This
Quarterly Report on Form 10-Q 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 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,” “we,” “our,”
or “us”) is a holding company incorporated in the State of Nevada on November 6, 2023. The Company conducts substantially
all of its operations through its wholly owned subsidiary, Linkhome Realty Group, a California corporation (“Linkhome Realty”).
Headquartered in Irvine, California, the Company currently focuses on the California markets and is gradually expanding its operations
into additional markets across the United States.
Linkhome
is developing an artificial intelligence–enabled real estate services platform designed to improve the efficiency, transparency
and accessibility of residential real estate transactions. Our platform integrates traditional real estate brokerage services with technology-driven
tools that streamline property search, transaction coordination and related services for homebuyers and sellers.
Through
our operating subsidiary, Linkhome Realty, we provide a range of real estate-related services, including residential real estate brokerage
services, fintech-enabled services, property management services and mortgage advisory services. Our objective is to provide clients with
a comprehensive service ecosystem that supports multiple stages of the real estate transaction lifecycle.
In
addition, as part of our fintech initiatives, we operate a Cash Offer program designed to help homebuyers compete more effectively in
competitive real estate markets by enabling them to present all-cash offers on properties. Under this program, the Company may temporarily
acquire residential properties using its own capital and subsequently transfer those properties to the end buyer within a short period
of time. We believe this program enhances our ability to attract clients and facilitates more efficient real estate transactions.
Historically,
funding for the Cash Offer program primarily came from investments made by our Chief Executive Officer and other shareholders. Following
our initial public offering in 2025, we expect to continue expanding the program using a combination of available capital, operating cash
flows and other financing sources.
Our
long-term strategy is to continue developing a technology-driven real estate platform that integrates artificial intelligence with real
estate and financial services, enabling us to improve transaction efficiency, expand our service capabilities and support the long-term
growth of our business.
20
Technology and AI
Platform Strategy
We
are developing an artificial intelligence–enabled real estate platform designed to enhance the efficiency, transparency and accessibility
of residential real estate transactions. Our technology strategy focuses on integrating data, artificial intelligence and digital tools
into the real estate transaction process to improve property discovery, transaction coordination and client engagement.
Our
platform is designed to support multiple stages of the real estate transaction lifecycle, including property search, client matching,
transaction management and related financial services. By leveraging artificial intelligence and data analytics, we aim to provide users
with more relevant property information, improve transaction efficiency and enhance the overall customer experience.
Over
time, we intend to expand the capabilities of our platform to include additional technology-enabled services, such as automated property
analysis, intelligent client matching and digital transaction management tools. We believe that integrating technology with traditional
real estate services will enable us to scale our operations more efficiently and strengthen our competitive position in the real estate
market.
Our
long-term objective is to build a technology-driven real estate platform that connects property search, brokerage services and financial
services within a unified ecosystem. We believe this approach will enable us to create a more streamlined and transparent path to homeownership
while supporting the long-term growth of our business.
Fintech-Enabled Cash
Offer Program
In
competitive housing markets, sellers often prefer offers that are not contingent on mortgage financing. As part of our fintech-enabled
services, we operate a Cash Offer program designed to help clients present all-cash offers on residential properties, which may increase
the likelihood that their offers are accepted.
Under
this program, the Company may temporarily acquire a residential property using its own capital and subsequently transfer the property
to the client once the client’s financing is finalized. These transactions are typically completed within a short time frame.
We
believe our Cash Offer program represents a fintech-enabled solution within the residential real estate transaction process, providing
several strategic benefits:
● improves
our clients’ competitiveness in fast-moving housing markets
● enhances
transaction efficiency for buyers and sellers
● expands
our ability to generate transaction-based revenue
● strengthens
client acquisition for our real estate services platform
Key Factors that Affect
Our Results of Operations
● Market
Conditions: Fluctuations in the residential real estate market, including changes in housing supply, buyer demand, mortgage interest
rates, and general economic conditions, can significantly affect our business. Periods of rising interest rates may reduce home affordability
and transaction volumes, while periods of stronger economic growth and consumer confidence may increase housing demand.
● Technology
Development and AI Integration: We are investing in technology and artificial intelligence capabilities designed to enhance the
real estate transaction process, including tools for property search, client engagement and transaction support. Our ability to effectively
integrate technology into our services may influence our operational efficiency and long-term growth potential.
21
● Client
Preferences and Demands: Our Cash Offer program represents a key driver of our revenue growth. The volume of transactions completed
through this program depends on market conditions, the availability of capital and the level of demand from homebuyers seeking to compete
with cash offers in competitive housing markets.We continuously assess client feedback, market research and industry trends to improve
our services.
● Competitive
Landscape: The residential real estate industry is highly competitive. We compete with traditional real estate brokerages as well
as technology-enabled real estate platforms. Our ability to differentiate our services through technology, service quality and transaction
efficiency is critical to maintaining and expanding our market position.
● 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: Real estate transactions involve multiple operational steps, including marketing, negotiation, escrow coordination and
closing. Our ability to efficiently manage these processes, while leveraging technology to streamline workflows, is important to maintaining
profitability and scaling our operations.
Related Party Transactions
During
the three months ended March 31, 2025, the Company provided real estate agency services to Na Li, the Company’s Chief Financial
Officer and Director, assisting with the sale of one property. The Company earned $126,000 in real estate agency commission revenue and
paid a referral fee of $28,440 in connection with the transaction, resulting in net revenue of $97,560 recognized by the Company. The
Company did not engage in any related party transactions during the three months ended March 31, 2026.
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 March 31,
2026
2025
Change
Amount
%
Amount
%
Amount
%
Revenue from property purchases and sales through Cash Offer
$ 4,833,000
98.48 %
$ 5,479,890
95.98 %
$ (646,890 )
(11.80 )%
Real estate service revenue
Real estate agency commission
54,500
1.11 %
211,517
3.71 %
(157,017 )
(74.23 )%
Property management service
6,857
0.14 %
1,767
0.03 %
5,090
288.06 %
Home renovation service
—
— %
9,952
0.17 %
(9,952 )
(100.00 )%
Mortgage referral fee
13,113
0.27 %
6,300
0.11 %
6,813
108.14 %
Total real estate service revenue
74,470
1.52 %
229,536
4.02 %
(155,066 )
(67.56 )%
Total net revenues
$ 4,907,470
100.00 %
$ 5,709,426
100.00 %
$ (801,956 )
(14.05 )%
22
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
the Cash Offer program, we facilitate cash offers for clients and may temporarily acquire properties before transferring them to the clients
within a short period of time. Our property purchases and sales through Cash Offer primarily involve residential properties.
Revenue
from property purchases and sales through our Cash Offer program accounted for 98.48% and 95.98% of net revenues for the three months
ended March 31, 2026 and 2025, respectively. Revenue from this program decreased by $646,890, or 11.80%, from $5,479,890 for the three
months ended March 31, 2025 to $4,833,000 for the three months ended March 31, 2026.
For
the three months ended March 31, 2026 and 2025, we completed five and six property transactions, respectively, through the Cash Offer
program. The decrease in revenue was primarily attributable to a lower number of transactions and lower transaction volume, which management believes was primarily due to elevated interest
rates and softer residential real estate market activity during the period. The average
transaction price was approximately $0.97 million and $0.90 million for the three months ended March 31, 2026 and 2025, respectively.
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.
Real
estate service revenue accounted for 1.52% and 4.02% of net revenues for the three months ended March 31, 2026 and 2025, respectively.
Real estate service revenue decreased by $155,066, or 67.56%, from $229,536 for the three months ended March 31, 2025 to $74,470 for the
three months ended March 31, 2026, primarily due to decreases in real estate agency commission revenue and home renovation service revenue,
partially offset by increases in property management and mortgage referral service revenues.
Real
estate agency commission revenue decreased by $157,017, or 74.23%, from $211,517 for the three months ended March 31, 2025 to $54,500
for the three months ended March 31, 2026. The decrease was primarily driven by a lower number of real estate transactions and lower transaction
volume. For the three months ended March 31, 2026 and 2025, we completed three and eight real estate transactions, respectively, with
total transaction volume of approximately $2.8 million and $7.1 million, respectively. The average transaction price increased from approximately
$0.89 million for the three months ended March 31, 2025 to approximately $0.93 million for the three months ended March 31, 2026. Gross
commissions were partially offset by client rebates, which were $1,800 and $49,483 for the three months ended March 31, 2026 and 2025,
respectively, representing approximately 3.20% and 18.96% of gross commissions for the respective periods.
Revenue
from property management services increased by $5,090, or 288.06%, from $1,767 for the three months ended March 31, 2025 to $6,857 for
the three months ended March 31, 2026. The increase was primarily attributable to growth in tenant placement services and the number of
properties under ongoing property management. We completed two tenant placements during the three months ended March 31, 2026, compared
to no tenant placements during the three months ended March 31, 2025. In addition, the number of properties under ongoing property management
increased to five properties as of March 31, 2026, compared to three properties as of March 31, 2025.
Revenue
from mortgage referral services increased by $6,813, or 108.14%, from $6,300 for the three months ended March 31, 2025 to $13,113 for
the three months ended March 31, 2026. The increase in mortgage referral fees per transaction was primarily
attributable to higher transaction volumes, increased average loan sizes, and improved referral conversion rates during the reporting
period. In addition, the Company expanded cooperation with mortgage service providers in certain markets, which resulted in higher referral-based
revenues on a per-transaction basis. We assisted
three clients in securing mortgage loans during each of the three months ended March 31, 2026 and 2025.
23
Revenue
from home renovation services decreased by $9,952, or 100.00%, from $9,952 for the three months ended March 31, 2025 to $0 for the three
months ended March 31, 2026. The decrease was attributable to no home renovation projects completed during the three months ended March
31, 2026, compared to one project completed during the three months ended March 31, 2025.
Cost of Revenues
Our
cost of revenues consists primarily of (i) costs related to property purchases made through the Cash Offer program, which properties are
subsequently sold to customers, and (ii) costs associated with real estate services, including commission expenses for real estate agents
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 March 31,
2026
2025
Change
Amount
%
Amount
%
Amount
%
Cost of property purchases and sales through Cash Offer
$ 4,684,862
99.23 %
$ 5,437,924
99.82 %
$ (753,062 )
(13.85 )%
Cost of real estate services
36,580
0.77 %
9,585
0.18 %
26,995
281.64 %
Total cost of revenues
$ 4,721,442
100.00 %
$ 5,447,509
100.00 %
$ (726,067 )
(13.33 )%
Cost
of property purchases and sales through Cash Offer decreased by $753,062, or 13.85%, from $5,437,924 for the three months ended March
31, 2025 to $4,684,862 for the three months ended March 31, 2026. The decrease was primarily attributable to a lower number of Cash Offer
transactions during the three months ended March 31, 2026 compared to the same period in 2025, which management believes was primarily due to elevated interest
rates and softer residential real estate market activity during the period.
Cost
of real estate services increased by $26,995, or 281.64%, from $9,585 for the three months ended March 31, 2025 to $36,580 for the three
months ended March 31, 2026. The increase was driven by higher real estate agency service costs, which rose from $2,085 for the three
months ended March 31, 2025 to $36,580 for the three months ended March 31, 2026. Although real estate agency commission revenue decreased
over the same period, real estate agency service costs increased primarily due to a higher proportion of transactions involving commission
splits paid to cooperating external agents during the three months ended March 31, 2026. The increase in commission split ratios paid
to external cooperating agents was primarily due to intensified market competition and the Company’s efforts to expand transaction
volume and geographic coverage. During the period, the Company offered more competitive commission structures to attract and retain external
agents and referral partners in key markets. Home renovation service costs decreased from $7,500 for the three months ended March 31,
2025 to $0 for the three months ended March 31, 2026, as no home renovation projects were completed during the three months ended March
31, 2026.
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 to increase in absolute amounts as we continue to expand our marketing activities; however,
we expect selling expenses as a percentage of net revenues to remain relatively stable or decrease over time as our revenues grow.
Our
general and administrative expenses primarily consist of professional service costs, payroll and payroll-related costs, rent and other
overhead costs. As a public company, we have incurred and will continue to incur additional costs associated with regulatory compliance,
legal, accounting and other professional services. While these costs may increase our general and administrative expenses in absolute
amounts, we expect our general and administrative expenses as a percentage of net revenues to decrease over the long term as we continue
to scale our operations and improve operating efficiency.
24
Results of Operations
Comparison of the
Three Months Ended March 31, 2026 and 2025
The
following table summarized our consolidated results of operations for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
2026
% of
Revenues
2025
% of
Revenues
Change
Percentage
Change
Net revenues
$ 4,907,470
100.00 %
$ 5,709,426
100.00 %
$ (801,956 )
(14.05 )%
Cost of revenues
4,721,442
96.21 %
5,447,509
95.41 %
(726,067 )
(13.33 )%
Gross profit
186,028
3.79 %
261,917
4.59 %
(75,889 )
(28.97 )%
Operating expenses
Selling expenses
6,970
0.14 %
17,341
0.30 %
(10,371 )
(59.81 )%
General and administrative expenses
393,358
8.02 %
120,754
2.12 %
272,604
225.75 %
Total operating expenses
400,328
8.16 %
138,095
2.42 %
262,233
189.89 %
Operating (loss) income
(214,300 )
(4.37 )%
123,822
2.17 %
(338,122 )
(273.07 )%
Other income (expenses), net
47,828
0.98 %
(11,749 )
(0.21 )%
59,577
(507.08 )%
(Loss) income before income taxes
(166,472 )
(3.39 )%
112,073
1.96 %
(278,545 )
(248.54 )%
Income tax (benefit) expense
(31,802 )
(0.65 )%
31,444
0.55 %
(63,246 )
(201.14 )%
Net (loss) income
$ (134,670 )
(2.74 )%
$ 80,629
1.41 %
$ (215,299 )
(267.02 )%
Net Revenues
Net
revenues for the three months ended March 31, 2026 and 2025 were $4,907,470 and $5,709,426, respectively, representing a decrease of $801,956,
or 14.05%. The decrease was primarily driven by a $646,890 decrease in revenue from property purchases and sales through the Cash Offer
program and a $155,066 decrease in real estate service revenue. The decline in Cash Offer revenue was primarily attributable to a lower
number of property transactions completed during the three months ended March 31, 2026 compared to the same period in 2025. The decrease in real estate service revenue was primarily due to lower
real estate agency commission revenue and no home renovation revenue recognized during the three months ended March 31, 2026.
Cost of Revenues
Three Months Ended March 31,
2026
2025
Change
Percentage
Change
Cost of property purchases and sales through Cash Offer
$ 4,684,862
$ 5,437,924
$ (753,062 )
(13.85 )%
Cost of real estate services
36,580
9,585
26,995
281.64 %
Total cost of revenues
$ 4,721,442
$ 5,447,509
$ (726,067 )
(13.33 )%
As a percentage of net revenues
96.21 %
95.41 %
Cost
of revenues for the three months ended March 31, 2026 and 2025 was $4,721,442 and $5,447,509, respectively, representing a decrease of
$726,067, or 13.33%. The decrease was primarily driven by lower costs associated with property purchases and sales through the Cash Offer
program due to fewer Cash Offer transactions completed during the three months ended March 31, 2026 compared to the same period in 2025.
Cost of real estate services increased from $9,585 for the three months ended March 31, 2025 to $36,580 for the three months ended March
31, 2026, primarily attributable to higher real estate agency service costs associated with real estate agency transactions completed
during the three months ended March 31, 2026. The increase in real estate agent service costs was mainly driven by
growth in transaction activity, higher commission expenses associated with increased revenue, expansion into additional markets, and increased
use of third-party agents and service providers to support business growth.
25
Gross Profit and
Gross Margin
Three Months Ended March 31,
2026
2025
Gross Profit
Gross Margin
Gross Profit
Gross Margin
Property purchases and sales through Cash Offer
$ 148,138
3.02 %
$ 41,966
0.74 %
Real estate services
37,890
0.77 %
219,951
3.85 %
Total
$ 186,028
3.79 %
$ 261,917
4.59 %
Gross
profit for the three months ended March 31, 2026 and 2025 was $186,028 and $261,917, respectively, representing a decrease of $75,889,
or 28.97%. Gross margin was 3.79% for the three months ended March 31, 2026, compared to 4.59% for the same period in 2025. The decrease
in gross profit and gross margin was primarily attributable to lower gross profit from real estate services, partially offset by improved
gross profit from property purchases and sales through the Cash Offer program.
Gross
profit from property purchases and sales through the Cash Offer program increased by $106,172, from $41,966 for the three months ended
March 31, 2025 to $148,138 for the three months ended March 31, 2026, primarily due to improved gross margins on Cash Offer transactions
during the three months ended March 31, 2026.
Gross
profit from real estate services decreased by $182,061, from $219,951 for the three months ended March 31, 2025 to $37,890 for the three
months ended March 31, 2026, primarily attributable to lower real estate agency commission revenue and the absence of home renovation
service revenue during the three months ended March 31, 2026.
Selling Expenses
Selling
expenses for the three months ended March 31, 2026 and 2025 were $6,970 and $17,341, respectively, representing a decrease of $10,371,
or 59.81%. The decrease was primarily attributable to lower advertising and marketing expenditures during the three months ended March
31, 2026 compared to the same period in 2025.
General and Administrative
Expenses
The
following table summarized our general and administrative expenses for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
2026
2025
Change
Percentage
Change
Legal and professional fees
$ 167,713
$ 40,126
$ 127,587
317.97 %
Payroll and payroll tax expenses
69,449
52,107
17,342
33.28 %
Rent expense
53,654
12,050
41,604
345.28 %
Depreciation and amortization expenses
47,143
4,639
42,504
916.22 %
Other general and administrative expenses
55,399
11,832
43,567
368.18 %
Total general and administrative expenses
$ 393,358
$ 120,754
$ 272,604
225.75 %
As a percentage of net revenues
8.02 %
2.12 %
General
and administrative expenses for the three months ended March 31, 2026 and 2025 were $393,358 and $120,754, respectively, representing
an increase of $272,604, or 225.75%. The increase was primarily driven by higher legal and professional fees, depreciation and amortization
expenses, rent expense, payroll and payroll tax expenses, and other general and administrative expenses.
26
Legal
and professional fees increased by $127,587, primarily due to additional costs associated with operating as a public company,
including legal, accounting, audit, and other professional service fees. In addition, certain professional fees incurred during the
three months ended March 31, 2025 were capitalized as deferred offering costs in connection with the Company’s IPO rather than
recognized as general and administrative expenses, which impacted the period-over-period comparison. Depreciation and amortization
expenses increased by $42,504, primarily due to amortization of internally developed software placed into service in December 2025,
as well as depreciation associated with leasehold improvements and other fixed assets. Rent expense increased by $41,604, primarily
due to higher office lease costs and additional technology-related lease arrangements. Payroll and payroll tax expenses increased by
$17,342, primarily attributable to increased headcount and payroll-related costs. Other general and administrative expenses
increased by $43,567, primarily due to higher operational and administrative costs associated with the Company’s business
activities during the three months ended March 31, 2026.
Other Income (Expenses),
Net
Other
income (expenses), net was income of $47,828 for the three months ended March 31, 2026, compared to expense of $11,749 for the three months
ended March 31, 2025. Other income during the three months ended March 31, 2026 primarily consisted of interest income earned on cash
deposits and other miscellaneous income, partially offset by interest expense. Other expenses during the three months ended March 31,
2025 primarily consisted of unrealized losses on trading securities and interest expense.
Income Tax (Benefit)
Expense
Income
tax benefit for the three months ended March 31, 2026 was $31,802, compared to income tax expense of $31,444 for the three months ended
March 31, 2025. The income tax benefit during the three months ended March 31, 2026 was primarily attributable to the Company’s
loss before income taxes and the recognition of deferred tax assets related to net operating loss carryforwards. Income tax expense during
the three months ended March 31, 2025 was primarily attributable to taxable income generated during the period.
Net (Loss) Income
Net
loss for the three months ended March 31, 2026 was $134,670, compared to net income of $80,629 for the three months ended March 31, 2025,
representing a decrease of $215,299, or 267.02%. The decrease was primarily attributable to lower gross profit and higher general and
administrative expenses during the three months ended March 31, 2026.
Liquidity and Capital
Resources
Historically,
the Company has funded its operations and working capital requirements primarily through operating cash flows, shareholder contributions
and equity financing. Our liquidity position improved significantly during 2025, primarily due to proceeds from the issuance of common
stock in connection with our initial public offering.
We
believe that our current cash position and expected operating cash flows will be sufficient to meet our working capital and operating
requirements for at least the next twelve months from the date of issuance of the consolidated financial statements. However, as we continue
to expand our business, including potential investments in technology development and real estate transaction activities, we may seek
additional financing from time to time. Such financing may include equity financing, debt financing or other strategic funding sources.
Any financing involving the issuance of equity securities or securities convertible into equity could result in dilution to our existing
stockholders.
Cash Flows For
the Three Months Ended March 31, 2026 and 2025
As
of March 31, 2026, we had cash and cash equivalents of $3,471,824, other current assets of $1,976,298, current liabilities of $457,021,
net working capital of $4,991,101, and a current ratio of 11.92:1. As of December 31, 2025, we had cash and cash equivalents of $7,018,931,
other current assets of $128,235, current liabilities of $2,082,601, net working capital of $5,064,565, and a current ratio of 3.43:1.
27
The
following table presented a summary of our cash flows for the three months ended March 31, 2026 and 2025:
Three Months
Ended
March 31,
2026
Three Months
Ended
March 31,
2025
Net cash used in operating activities
$ (3,292,646 )
$ (844,832 )
Net cash used in investing activities
(252,350 )
(136,000 )
Net cash used in financing activities
(2,111 )
(105,974 )
Net decrease in cash and cash equivalents
(3,547,107 )
(1,086,806 )
Cash and cash equivalents, beginning of period
7,018,931
1,670,949
Cash and cash equivalents, end of period
$ 3,471,824
$ 584,143
Net Cash Used in Operating
Activities
Net
cash used in operating activities was $3,292,646 for the three months ended March 31, 2026, primarily derived from (i) net loss of $134,670,
adjusted for non-cash items including deferred income taxes of $35,519, partially offset by operating lease expense of $53,654, and depreciation
and amortization of $47,143, and (ii) net changes in operating assets and liabilities as of March 31, 2026 compared to December 31, 2025,
primarily consisting of (a) an increase in real estate held for sale of $1,665,203, (b) a decrease in other current liabilities of $1,538,252,
(c) a decrease in accounts payable of $89,435, (d) a decrease in operating lease liabilities of $33,254, and (e) an increase in advances
to contractors of $12,853, partially offset by (a) a decrease in accounts receivable of $81,993, and (b) a decrease in long-term prepaid
expenses of $33,750.
Net
cash used in operating activities was $844,832 for the three months ended March 31, 2025, primarily derived from (i) net income of
$80,629, adjusted for non-cash items including deferred income taxes of $3,080, partially offset by operating lease expense of $11,337,
an unrealized loss on trading securities of $11,007, and depreciation and amortization of $4,639, and (ii) net changes in operating assets
and liabilities as of March 31, 2025 compared to December 31, 2024, primarily consisting of (a) an increase in accounts receivable of
$1,815,840, (b) an increase in advances to contractors of $26,873, (c) a decrease in accounts payable of $21,300, and (d) a decrease in
operating lease liabilities of $11,551, partially offset by (a) a decrease in real estate held for sale of $907,061, (b) a decrease in
prepaid expenses and other receivables of $9,979, and (c) an increase in other current liabilities of $9,160.
Net
cash used in operating activities was $3,292,646 for the three months ended March 31, 2026, compared to $844,832 for the three months
ended March 31, 2025, representing an increase in cash outflow of $2,447,814. This increase was primarily due to (i) an increase in cash
outflow of $2,572,264 on real estate held for sale, (ii) an increase in cash outflow of $1,547,412 on other current liabilities, (iii)
an increase in cash outflow of $173,924 on net loss adjusted for noncash items, (iv) an increase in cash outflow of $68,135 on accounts
payable, (v) an increase in cash outflow of $21,703 on operating lease liabilities, and (vi) a decrease in cash inflow of $9,979 on prepaid
expenses and other receivables, partially offset by (i) an increase in cash inflow of $1,897,833 on accounts receivable, (ii) a decrease
in cash outflow of $33,750 on long-term prepaid expenses, and (iii) a decrease in cash outflow of $14,020 on advances to contractors.
Net Cash Used in Investing
Activities
Net
cash used in investing activities was $252,350 for the three months ended March 31, 2026, which primarily consisted of the issuance of
a loan receivable of $252,000 and capitalized intangible assets of $350.
Net
cash used in investing activities was $136,000 for the three months ended March 31, 2025, which consisted of purchases of trading securities.
Net Cash Used in Financing
Activities
Net
cash used in financing activities was $2,111 for the three months ended March 31, 2026, which consisted of repayments of auto loan principal.
Net
cash used in financing activities was $105,974 for the three months ended March 31, 2025, which primarily consisted of repayments of related
party advances of $381,000, payment of offering costs of $49,000, and repayments of auto loan principal of $1,974, partially offset by
proceeds from related party advances of $326,000.
28
Contractual Obligations
Our
contractual obligations as of March 31, 2026 were as follows:
1 Year or
Less
More Than
1 Year
Total
Operating lease liabilities
$ 111,681
$ 237,612
$ 349,293
Auto loan payable
8,768
24,506
33,274
Total
$ 120,449
$ 262,118
$ 382,567
Off-Balance Sheet
Arrangements
We
did not have any off-balance sheet arrangements as of March 31, 2026 and December 31, 2025.
Trend Information
Other
than as disclosed elsewhere in this Quarterly Report on Form 10-Q, 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,
which may create opportunities for certain buyers in the real estate market.
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 Quarterly Report on Form 10-Q 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.
29
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.
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.
Prior
to November 17, 2023, the Company conducted real estate transactions through a licensed third-party brokerage firm. On November 17, 2023,
Linkhome Realty obtained its own real estate broker license, allowing the Company to conduct brokerage transactions independently.
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.
30
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. Revenue is recognized when the related loan
transaction is completed and the Company becomes entitled to the referral fee.
Revenue from Property
Purchases and Sales through Cash Offer
The
Company’s revenue from purchases and sales through its Cash Offer program primarily consists of purchasing residential properties
and subsequently reselling those properties to customers within a short period of time. Under the Cash Offer program, the Company may
purchase residential properties using its own capital, with title transferred to Linkhome Realty, and subsequently resell the properties
to customers. 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.
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. There was no transition adjustment upon the
adoption of CECL.
The
Company’s accounts receivable, loan receivable and certain other financial assets included 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.
31
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 patterns 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 March 31, 2026 and December 31, 2025, 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.
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 three months ended March 31, 2026 and 2025.
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 three months ended March 31, 2026 and 2025, the Company did
not take any uncertain positions that would necessitate recording a tax related liability.
32
Prior
to January 1, 2024, Linkhome Realty filed its income tax return under Subchapter S of the Internal Revenue Code (“IRC”) 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.
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
December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires
enhanced income tax disclosures, including additional information in the rate reconciliation and income taxes paid by jurisdiction. ASU 2023-09 is
effective for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 for the year ended December 31,
2025, and the adoption did not have a material impact on its consolidated financial statements and related disclosures.
Recent Accounting
Pronouncements Pending Adoption
In
November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation
Disclosures (Subtopic 220-40),” which is intended to improve disclosures about a public business entity’s expenses and provide
more detailed information about the nature of expenses included in commonly presented expense captions, such as cost of revenues and selling,
general and administrative expenses. The amendments require entities to disclose, in the notes to the financial statements, specified
information about certain expense categories, including employee compensation, depreciation, and amortization, within relevant income
statement captions. The amendments also require tabular disclosures of such disaggregated expense information, as well as qualitative
descriptions of the remaining amounts not separately disaggregated.
In
January 2025, the FASB issued ASU 2025-01, which clarifies the effective date of ASU 2024-03. As clarified, the amendments are effective
for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning
after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of 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.
33
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.
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 March 31, 2026. 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.
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.
34
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
On March 18, 2026, a civil
lawsuit was filed in the United States District Court for the Central District of California relating to a private transaction involving
70,000 restricted shares of the Company’s common stock between private parties. According to the complaint, the underlying transaction
involved approximately $280,000 in consideration, and the plaintiff is seeking damages of approximately $560,000, among other relief.
The lawsuit names certain
private parties, as well as the Company and the Company’s Chief Executive Officer, as defendants. The Company was not a party to
the underlying stock purchase agreement and did not receive any proceeds from the transaction. The Company and its Chief Executive Officer
deny the allegations and intend to defend the matter vigorously.
The Company has notified
its directors and officers liability insurance carrier regarding the matter. The Company and its executives maintain directors and officers
liability insurance coverage.
The litigation remains in
a preliminary stage, and the Company is unable to predict the outcome of the matter or reasonably estimate the possible loss, if any.
An unfavorable outcome could have a material adverse effect on the Company’s business, financial condition, results of operations,
or cash flows.
Item
1A. Risk Factors.
As a smaller reporting company, we are not required to provide the
information required by this item.
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
32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Principal Financial Officer 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).
35
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
May
13, 2026
Zhen
Qin
(Principal
Executive Officer)
By:
/s/ Na Li
Chief
Financial Officer and Director
May
13, 2026
Na
Li
(Principal
Financial and Accounting Officer)
36
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.