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 June 30, 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 August 12, 2026 the registrant had a total of 16,530,000 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
Condensed Consolidated Balance Sheets - June 30, 2026 (Unaudited) and December 31, 2025
1
Unaudited Condensed Consolidated Statements of (Loss) Income - Three
and Six Months Ended June 30, 2026 and 2025
2
Unaudited Condensed Consolidated Statements of Changes in Stockholders’
Equity - Three and Six Months Ended June 30, 2026 and 2025
3
Unaudited Condensed Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 2026 and 2025
5
Notes to Unaudited Condensed Consolidated Financial Statements
6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
Item 3. Quantitative and Qualitative Disclosures About Market Risk
44
Item 4. Controls and Procedures
44
PART II - OTHER INFORMATION
45
Item 1. Legal Proceedings
45
Item 1A. Risk Factors
45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
45
Item 3. Defaults Upon Senior Securities
45
Item 4. Mine Safety Disclosures
45
Item 5. Other Information
45
Item 6. Exhibits
46
Signatures
47
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
CONDENSED
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2026 AND DECEMBER 31, 2025
June 30,
December 31,
2026
2025
(Unaudited)
Assets
Current Assets
Cash and cash equivalents
$ 5,102,528
$ 7,018,931
Investments - trading securities
258,946
-
Accounts receivable
300
109,968
Advances to contractors
64,291
-
Prepayments and other receivables
274,267
18,267
Total Current Assets
5,700,332
7,147,166
Noncurrent Assets
Property and equipment, net
298,255
335,540
Operating lease right-of-use assets, net
1,154,423
1,265,993
Intangible assets, net
508,103
564,753
Deferred tax assets, net
71,662
742
Investment under cost method
50,000
50,000
Long-term prepaid expenses, net
550,125
617,625
Security deposits
33,254
33,254
Total Noncurrent Assets
2,665,822
2,867,907
Total Assets
$ 8,366,154
$ 10,015,073
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable
$ 4,300
$ 93,735
Auto loan payable, current
8,908
8,631
Operating lease liabilities, current
113,687
109,711
Other current liabilities
434,345
1,870,524
Total Current Liabilities
561,240
2,082,601
Noncurrent Liabilities
Auto loan payable, noncurrent
22,226
26,754
Operating lease liabilities, noncurrent
208,427
266,282
Total Noncurrent Liabilities
230,653
293,036
Total Liabilities
791,893
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 June 30, 2026 and December 31, 2025
-
-
Common stock, $ 0.001 par value, 100,000,000 shares authorized, 16,530,000 and 16,230,000 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
16,530
16,230
Additional paid-in capital
6,587,542
6,389,842
Retained earnings
970,189
1,233,364
Total Stockholders’ Equity
7,574,261
7,639,436
Total Liabilities and Stockholders’ Equity
$ 8,366,154
$ 10,015,073
The accompanying notes are an integral part of
these consolidated financial statements.
1
LINKHOME HOLDINGS INC. AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF (LOSS) INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2026 AND 2025
(UNAUDITED)
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Net Revenues (including $ 0 from related parties for the three months ended June 30, 2026 and 2025, and $ 0 and $ 97,560 from related parties for the six months ended June 30, 2026 and 2025, respectively)
$ 5,411,777
$ 4,799,556
$ 10,319,247
$ 10,508,982
Cost of Revenues
5,253,058
4,690,014
9,974,500
10,137,523
Gross Profit
158,719
109,542
344,747
371,459
Operating Expenses
Selling expenses
17,183
7,455
24,153
24,796
General and administrative expenses
338,843
88,813
732,201
209,567
Total Operating Expenses
356,026
96,268
756,354
234,363
Operating (Loss) Income
( 197,307 )
13,274
( 411,607 )
137,096
Other Income (Expenses)
Interest income
10,671
-
35,436
-
Interest expense
( 516 )
( 647 )
( 1,062 )
( 1,329 )
Realized gain (loss) on trading securities
20,005
( 2,651 )
20,005
( 2,651 )
Unrealized (loss) gain on trading securities
( 19,111 )
11,007
( 19,111 )
-
Other income (expenses), net
22,105
( 119 )
45,714
( 179 )
Total Other Income (Expenses), Net
33,154
7,590
80,982
( 4,159 )
(Loss) Income before Income Taxes
( 164,153 )
20,864
( 330,625 )
132,937
Income Tax (Benefit) Expense
( 35,648 )
6,446
( 67,450 )
37,890
Net (Loss) Income
$ ( 128,505 )
$ 14,418
$ ( 263,175 )
$ 95,047
(Loss) Earnings per Share – Basic and Diluted
$ ( 0.01 )
$ 0.00
$ ( 0.02 )
$ 0.01
Weighted Average Number of Common Stock Outstanding – Basic and Diluted
16,233,297
14,505,000
16,231,657
14,505,000
The accompanying notes are an integral part of
these consolidated financial statements.
2
LINKHOME HOLDINGS INC. AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND
2025
(UNAUDITED)
Preferred stock
Common stock
Additional
paid-in
Retained
Total
stockholders’
Shares
Amount
Shares
Amount
capital
earnings
equity
Balance at March 31, 2026
-
$ -
16,230,000
$ 16,230
$ 6,389,842
$ 1,098,694
$ 7,504,766
Issuance of common stock in connection with pending acquisition
-
-
300,000
300
197,700
-
198,000
Net loss
-
-
-
-
-
( 128,505 )
( 128,505 )
Balance at June 30, 2026
-
$ -
16,530,000
$ 16,530
$ 6,587,542
$ 970,189
$ 7,574,261
Balance at March 31, 2025
-
$ -
14,505,000
$ 14,505
$ 1,276,690
$ 1,239,119
$ 2,530,314
Net income
-
-
-
-
-
14,418
14,418
Balance at June 30, 2025
-
$ -
14,505,000
$ 14,505
$ 1,276,690
$ 1,253,537
$ 2,544,732
The accompanying notes are an integral part of
these consolidated financial statements.
3
LINKHOME HOLDINGS INC. AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(UNAUDITED)
Preferred stock
Common stock
Additional
paid-in
Retained
Total
stockholders’
Shares
Amount
Shares
Amount
capital
e arnings
equity
Balance at December 31, 2025
-
$ -
16,230,000
$ 16,230
$ 6,389,842
$ 1,233,364
$ 7,639,436
Issuance of common stock in connection with pending acquisition
-
-
300,000
300
197,700
-
198,000
Net loss
-
-
-
-
-
( 263,175 )
( 263,175 )
Balance at June 30, 2026
-
$ -
16,530,000
$ 16,530
$ 6,587,542
$ 970,189
$ 7,574,261
Balance at December 31, 2024
-
$ -
14,505,000
$ 14,505
$ 1,276,690
$ 1,158,490
$ 2,449,685
Net income
-
-
-
-
-
95,047
95,047
Balance at June 30, 2025
-
$ -
14,505,000
$ 14,505
$ 1,276,690
$ 1,253,537
$ 2,544,732
The accompanying notes are an integral part of
these consolidated financial statements.
4
LINKHOME HOLDINGS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(UNAUDITED)
Six Months Ended
June 30,
2026
2025
Cash Flows from Operating Activities
Net (loss) Income
$ ( 263,175 )
$ 95,047
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Realized (gain) loss on trading securities
( 20,005 )
2,651
Unrealized loss on trading securities
19,111
-
Depreciation and amortization
94,286
9,407
Operating lease expense
104,142
22,673
Deferred income taxes
( 70,920 )
( 3,080 )
Changes in operating assets and liabilities:
Accounts receivable
109,668
18,160
Real estate held for sale
-
907,061
Advances to contractors
( 64,291 )
-
Prepayments and other receivables
( 58,000 )
9,979
Long-term prepaid expenses
67,500
-
Accounts payable
( 89,435 )
( 21,300 )
Other current liabilities
( 1,436,181 )
( 7,887 )
Payments for operating leases
( 46,451 )
( 23,101 )
Net Cash (Used in) Provided by Operating Activities
( 1,653,751 )
1,009,610
Cash Flows from Investing Activities
Purchase of trading securities
( 258,052 )
( 274,718 )
Proceeds from sale of trading securities
-
272,067
Capitalized intangible assets
( 350 )
-
Issuance of loan receivable
( 252,000 )
-
Proceeds from collection of loan receivable
252,000
-
Net Cash Used in Investing Activities
( 258,402 )
( 2,651 )
Cash Flows from Financing Activities
Repayments of auto loan payable
( 4,250 )
( 3,983 )
Proceeds from related party dues
-
465,347
Repayments of related party dues
-
( 381,000 )
Payment of offering costs
-
( 201,027 )
Net Cash Used in Financing Activities
( 4,250 )
( 120,663 )
Net (Decrease) Increase in Cash and Cash Equivalents
( 1,916,403 )
886,296
Cash and Cash Equivalents, Beginning of Period
7,018,931
1,670,949
Cash and Cash Equivalents, End of Period
$ 5,102,528
$ 2,557,245
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest
$ 1,062
$ 1,329
Cash paid for income taxes
$ 55,900
$ -
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Common stock issued as prepaid consideration in connection with pending acquisition
$ 198,000
$ -
The accompanying notes are an integral part of
these consolidated financial statements.
5
LINKHOME HOLDINGS INC. AND
SUBSIDIARY
NOTES TO
UNAUDITED CONDENSED 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
● mortgage referral 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 unaudited
condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting
principles (“U.S. GAAP”) for interim financial information and the applicable rules and regulations of the Securities
and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in annual consolidated
financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial
statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included
in its Annual Report on Form 10-K for the year ended December 31, 2025.
The condensed 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, the accompanying unaudited condensed
consolidated financial statements includes all adjustments, consisting only of normal recurring adjustments unless otherwise indicated,
considered necessary for a fair presentation of the Company’s financial position as of the date presented and the results of operations
and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results
that may be expected for the full fiscal year or any future period.
6
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.
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 its
investments in marketable equity securities as trading securities. 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 in 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 maintains
an investment account with J.P. Morgan Chase. As of June 30, 2026 and December 31, 2025, the fair value of investments in trading securities
was $ 258,946 and $0 , respectively. For the three months ended June 30, 2026 and 2025, the Company recognized realized gains (losses) on
trading securities of $ 20,005 and $( 2,651 ), respectively, and unrealized gains (losses) of $( 19,111 ) and $ 11,007 , respectively. For the
six months ended June 30, 2026 and 2025, the Company recognized realized gains (losses) on trading securities of $ 20,005 and $( 2,651 ),
respectively, and unrealized gains (losses) of $( 19,111 ) and $0 , respectively.
7
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 receivables and certain other financial assets measured at amortized cost are within the scope of ASC Topic 326. As the
Company has a limited number of customers and debtors, the Company evaluates expected credit losses based on the specific facts and circumstances
of each receivable, including historical experience, the creditworthiness of customers and debtors, current economic conditions, reasonable
and supportable forecasts of future economic conditions, and other factors that may affect collectibility. The Company records specific
allowances when facts and circumstances indicate that a receivable is unlikely to be collected.
Expected credit losses are
recorded as an allowance for credit losses, which is netted against accounts receivable in the consolidated balance sheets, and are recognized
as an expense in the consolidated statements of income. Receivables are written off against the allowance when all collection efforts
have been exhausted and recovery is deemed remote. If the Company recovers amounts that were previously written off, the recovered amounts
are recognized as a reduction to the provision for credit losses in the consolidated statements of income.
Accounts Receivable, Net
Accounts receivable represent
amounts for which the Company has an unconditional right to consideration and are stated at their historical carrying amounts, net of
the allowance for credit losses. The Company maintains an allowance for credit losses for estimated losses. The Company reviews accounts
receivable periodically and records allowances when there is doubt as to the collectibility of individual balances. In evaluating the
collectibility 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 June 30, 2026 and December 31, 2025, the Company had no allowance 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 carrying amount or fair value less cost to sell. As of June 30, 2026 and December 31, 2025, the
Company had no real estate held for sale.
8
Advances to Contractors
Advances to contractors represent
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 $ 64,291 and $0 as of June 30, 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 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 are 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
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 June 30, 2026 and December 31, 2025. No impairment was recorded during the three and six months ended June
30, 2026.
9
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 asset. 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 loss is measured as the amount by which the carrying amount of the
assets exceeds their fair value. No such events or changes in circumstances were identified during the three and six months ended June
30, 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.
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 and six months ended June 30, 2026 and 2025, the Company did not take any uncertain
tax positions that would necessitate the recognition of a related liability.
10
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 a 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 purchases and sales of real estate through its Cash Offer program.
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.
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.
11
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. The Company does not recognize a significant financing component because the period
between the transfer of the property to the customer and payment is generally short, typically within a few weeks or months.
Disaggregation of Revenue
The following table provides
information about disaggregated revenue by revenue stream.
Three Months
Ended
June 30,
2026
Three Months
Ended
June 30,
2025
Real estate service revenue
Real estate agency commission
$
39,350
$
24,569
Property management service
2,907
1,767
Home renovation service
113,500
72,817
Mortgage referral fee
8,820
20,303
Total real estate service revenue
164,577
119,456
Revenue from property purchases and sales through Cash Offer
5,247,200
4,680,100
Total revenues
$
5,411,777
$
4,799,556
Six Months
Ended
June 30,
2026
Six Months
Ended
June 30,
2025
Real estate service revenue
Real estate agency commission
$
93,850
$
236,086
Property management service
9,764
3,534
Home renovation service
113,500
82,769
Mortgage referral fee
21,933
26,603
Total real estate service revenue
239,047
348,992
Revenue from property purchases and sales through Cash Offer
10,080,200
10,159,990
Total revenues
$
10,319,247
$
10,508,982
12
Cost of Revenues
Cost of revenues consists
primarily of (i) costs related to property purchases made under Linkhome Realty’s name, which are subsequently sold to customers,
and (ii) costs associated with real estate services, including commission expenses for real estate agents working for the Company
and renovation costs incurred for home renovation services.
Segment Information
On October 1, 2024, the Company
adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The Company applies
the “management approach” to identify operating segments, as required by ASC 280-10-50. Under this approach, operating
segments are components of the business whose operating results are regularly reviewed by the chief operating decision maker (“CODM”)
to assess performance and allocate resources. The Company’s CODM is the senior executive committee, which includes the Chief
Executive Officer and the Chief Financial Officer.
The CODM manages the Company’s
operations as a single operating and reportable segment, referred to as the Real Estate Solutions segment, which includes all
activities related to the Company’s integrated real estate platform. The Company manages its business activities on a consolidated
basis, including two 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 tables present
the segment revenues, segment profit or loss, and significant segment expenses included in the measure of segment performance for the
three and six months ended June 30, 2026 and 2025:
Three Months
Ended
June 30,
2026
Three Months
Ended
June 30,
2025
Segment revenues (1)
$
5,411,777
$
4,799,556
Less:
Cost of revenues
5,253,058
4,690,014
Segment gross profit
158,719
109,542
Less:
Payroll and payroll tax expenses
64,766
49,232
Legal and accounting expenses
110,969
6,445
Rent expense
70,547
11,999
Other segment items (2)
28,931
15,587
Depreciation and amortization
47,143
4,768
Interest expense
516
647
Income tax (benefit) expense
( 35,648
)
6,446
Segment net (loss) income
$
( 128,505
)
$
14,418
Reconciliation of profit or loss
Adjustments and reconciling items
—
—
Consolidated net (loss) income
$
( 128,505
)
$
14,418
13
Six Months
Ended
June 30,
2026
Six Months
Ended
June 30,
2025
Segment revenues (1)
$
10,319,247
$
10,508,982
Less:
Cost of revenues
9,974,500
10,137,523
Segment gross profit
344,747
371,459
Less:
Payroll and payroll tax expenses
134,215
101,339
Legal and accounting expenses
278,682
46,571
Rent expense
124,201
24,049
Other segment items (2)
42,926
55,827
Depreciation and amortization
94,286
9,407
Interest expense
1,062
1,329
Income tax (benefit) expense
( 67,450
)
37,890
Segment net (loss) income
$
( 263,175
)
$
95,047
Reconciliation of profit or loss
Adjustments and reconciling items
—
—
Consolidated net (loss) income
$
( 263,175
)
$
95,047
(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.
The following tables present
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.
June 30,
2026
December 31,
2025
Segment assets
$
8,366,154
$
10,015,073
Three Months
Ended
June 30,
2026
Three Months
Ended
June 30,
2025
Expenditures for segment assets (1)
$
—
$
—
Six Months
Ended
June 30,
2026
Six Months
Ended
June 30,
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.
14
All of the Company’s
revenues for the three and six months ended June 30, 2026 and 2025 were attributable to operations in the United States, and substantially
all of the Company’s long-lived assets as of June 30, 2026 and December 31, 2025 were located in the United States. All customers
resided in the United States, and all properties purchased and sold by the Company during the periods presented were located in the United
States. Therefore, no geographical disaggregation is presented.
For the three months ended
June 30, 2026, revenues from four customers accounted for approximately 31.47 %, 31.17 %, 19.29 %, and 15.03 % of the Company’s total
revenues, respectively. For the three months ended June 30, 2025, revenues from five customers accounted for approximately 20.91 %, 20.16 %,
18.04 %, 16.02 %, and 11.63 % of the Company’s total revenues, respectively.
For the six months ended
June 30, 2026, revenues from five customers accounted for approximately 16.50 %, 16.35 %, 10.98 %, 10.85 %, and 10.12 % of the Company’s
total revenues, respectively. For the six months ended June 30, 2025, no single customer accounted for 10 % or more of the Company’s
total revenues.
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 June 30, 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 June 30, 2026, the
Company had investments in trading securities with a fair value of $ 258,946 . The publicly traded equity securities included in the investment
account were measured at fair value on a recurring basis using Level 1 inputs based on quoted market prices in active markets. As of December
31, 2025, the Company did not have any assets or liabilities measured at fair value on a recurring basis. The carrying values of other
financial instruments included in current assets and current liabilities approximate their fair values because of their short maturities.
15
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.
No impairment of ROU assets was recognized during the three and six months ended June 30, 2026 and 2025.
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 and six months ended June 30, 2026 and 2025, the Company had no potentially dilutive securities outstanding.
16
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.
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. Counsel for the Company and its Chief Executive Officer has filed a motion to dismiss the action. The Company has
notified its directors’ and officers’ liability insurance carrier regarding the matter and has submitted a claim for coverage
under the applicable policy. No assurance can be given as to whether, or to what extent, any loss or defense cost relating to this matter
will ultimately be covered under the policy.
The litigation remains ongoing.
Based on currently available information, management has concluded that a loss is neither probable nor reasonably estimable as of June
30, 2026 and 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 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.
17
Reclassification
Certain prior period amounts
have been reclassified to conform to the current period presentation. Specifically, offering costs of $ 201,027 previously presented
within operating activities in the consolidated statement of cash flows for the six months ended June 30, 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 June 30, 2026 and December 31, 2025:
June 30,
2026
December 31,
2025
Accounts receivable, gross
$
300
$
109,968
Less: allowance for credit losses
—
—
Accounts receivable
$
300
$
109,968
NOTE 4 — PREPAYMENTS AND OTHER RECEIVABLES
Prepayments and other receivables
consisted of the following as of June 30, 2026 and December 31, 2025:
June 30,
2026
December 31,
2025
Prepaid acquisition consideration
$ 198,000
$ —
Advance to Constant Investments, Inc.
18,000
—
Advance to escrow
40,000
—
Advance payments for future services
18,000
18,000
Other receivables
267
267
Total prepayments and other receivables
$ 274,267
$ 18,267
As of June 30, 2026, prepaid
acquisition consideration of $ 198,000 represented the fair value of 300,000 shares of the Company’s common stock issued in connection
with the pending acquisition of Constant Investments, Inc., based on the closing market price of the Company’s common stock on June
30, 2026. See Note 14 — Stockholders’ Equity and Note 15 — Subsequent Events for additional information regarding the
acquisition.
NOTE 5 — 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 had
a principal amount of $ 252,000 , bore interest at 8.99 % per annum, was unsecured, and had a stated maturity date of June 22, 2026 . In connection
with the loan arrangement, the Company was also entitled to an additional transaction support fee of $ 5,431 for transaction support and
administrative services provided to the borrower.
The loan was repaid in full
prior to its stated maturity date during the second quarter of 2026. Upon repayment, the Company received $ 252,000 of principal, $ 621
of interest, and $ 5,431 of transaction support fee. During the three and six months ended June 30, 2026, the Company recognized interest
income of $ 621 within “Interest income” and transaction support fee income of $ 5,431 within “Other income (expenses),
net” in the consolidated statements of income. As of June 30, 2026 and December 31, 2025, the Company had no outstanding loan receivable
and no allowance for credit losses related to the loan.
NOTE 6 — PROPERTY AND EQUIPMENT,
NET
Property and equipment, net
consisted of the following as of June 30, 2026 and December 31, 2025:
June 30,
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
( 100,986
)
( 63,701
)
Property and equipment, net
$
298,255
$
335,540
Depreciation expense was
$ 18,643 and $ 4,768 for the three months ended June 30, 2026 and 2025, respectively, and $ 37,286 and $ 9,407 for the six months ended June
30, 2026 and 2025, respectively.
18
NOTE 7 — INTANGIBLE ASSETS, NET
Intangible assets, net consisted
of the following as of June 30, 2026 and December 31, 2025:
June 30,
2026
December 31,
2025
Internally developed software
$
570,000
$
570,000
Trademarks
3,224
2,874
Total
573,224
572,874
Less: accumulated amortization
( 65,121
)
( 8,121
)
Intangible assets, net
$
508,103
$
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 and $ 0 for the three months ended June 30, 2026 and 2025, respectively, and $ 57,000 and $ 0 for
the six months ended June 30, 2026 and 2025, respectively.
The following table presents
the estimated future amortization expense related to finite-lived intangible assets as of June 30, 2026:
Year Ended December 31,
Amount
Remaining 2026 (7/1/2026 – 12/31/2026)
$ 57,000
2027
114,000
2028
114,000
2029
114,000
2030
105,879
Total
$ 504,879
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 8 — 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 $ 550,125 and $ 617,625 as of June 30, 2026 and December 31, 2025, respectively.
19
NOTE 9 — OTHER CURRENT LIABILITIES
Other current liabilities
consisted of the following as of June 30, 2026 and December 31, 2025:
June 30,
2026
December 31,
2025
Payroll and payroll tax payable
$
4,048
$
6,157
Federal income tax payable
202,883
229,483
State income tax payable
44,825
70,655
Credit card payable
18,959
11,030
Accrued expenses
31,130
50,614
Customer deposits
80,500
—
Tenant-contributed emergency reserve
2,500
2,500
Customer refund payable
49,500
—
Other payable
—
1,500,085
Total other current liabilities
$
434,345
$
1,870,524
In December 2025, the Company
received $ 1,500,085 from the same third party described in Note 5 — 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 related payable remained outstanding as of June 30, 2026.
NOTE 10 — AUTO LOAN PAYABLE
On September 3, 2023, the
Company entered into a loan agreement with an unrelated third party for the acquisition of 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. Interest expense related to this loan was $ 516 and $ 647 for the three months ended June 30, 2026 and 2025, respectively, and $ 1,062
and $ 1,329 for the six months ended June 30, 2026 and 2025, respectively.
NOTE 11 — 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 $ 11,085 .
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.
Operating lease expense was
$ 50,488 and $ 11,336 for the three months ended June 30, 2026 and 2025, respectively, and $ 104,142 and $ 22,673 for the six months ended
June 30, 2026 and 2025, respectively.
20
The following tables present
the Company’s operating lease right-of-use assets, lease liabilities, remaining lease term, and discount rate:
June 30,
2026
December 31,
2025
Operating lease right-of-use assets
$
1,154,423
$
1,265,993
Operating lease liabilities – current
$
113,687
$
109,711
Operating lease liabilities – non-current
208,427
266,282
Total operating lease liabilities
$
322,114
$
375,993
June 30,
2026
Remaining lease term (years) 2.67
Discount rate 7.38 %
The following table presents
the future minimum lease payments as of June 30, 2026:
Year Ended December 31,
Operating
Lease
Liabilities
Remaining 2026 (7/1/2026 – 12/31/2026)
$ 66,509
2027
133,018
2028
133,018
2029
22,169
Total lease payments
354,714
Less: imputed interest
( 32,600 )
Present value of lease liabilities
$ 322,114
NOTE 12 — 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.
21
The Company’s provision
for income taxes consisted of the following:
Three Months
Ended
June 30,
2026
Three Months
Ended
June 30,
2025
Current:
Federal income tax expense
$ —
$ 1,897
State income tax (benefit) expense
( 247 )
1,469
Deferred:
Federal income tax (benefit) expense
( 34,251 )
2,311
State income tax (benefit) expense
( 1,150 )
769
Total income tax (benefit) expense
$ ( 35,648 )
$ 6,446
Six Months
Ended
June 30,
2026
Six Months
Ended
June 30,
2025
Current:
Federal income tax expense
$
—
$
25,511
State income tax expense
3,470
12,379
Deferred:
Federal income tax benefit
( 69,770
)
—
State income tax benefit
( 1,150
)
—
Total income tax (benefit) expense
$
( 67,450
)
$
37,890
The following tables reconcile
the federal statutory income tax rate to the Company’s effective tax rate for the three and six months ended June 30, 2026 and 2025:
Three Months
Ended
June 30,
2026
Three Months
Ended
June 30,
2025
Federal statutory income tax rate
21.00
%
21.00
%
State statutory income tax rate, net of federal benefit
0.82
%
9.25
%
Permanent difference (non-deductible expenses)
( 0.10
)%
0.65
%
Effective tax rate
21.72
%
30.90
%
22
Six Months
Ended
June 30,
2026
Six Months
Ended
June 30,
2025
Federal statutory income tax rate
21.00
%
21.00
%
State statutory income tax rate, net of federal benefit
( 0.48
)%
7.36
%
Permanent difference (non-deductible expenses)
( 0.12
)%
0.15
%
Effective tax rate
20.40
%
28.51
%
As of June 30, 2026 and December
31, 2025, the net deferred tax assets consisted of the following:
June 30,
2026
December 31,
2025
Deferred tax assets:
Unrealized loss on trading securities
$ 5,348
$ —
Capital loss carryforward
—
742
Net operating loss carryforward
66,314
—
Less: valuation allowance
—
—
Deferred tax assets, net
$ 71,662
$ 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 the evidence, a valuation allowance is needed. As of June 30, 2026, the Company had deferred
tax assets of $ 71,662 , primarily related to net operating loss carryforwards and unrealized losses on trading securities. As of December
31, 2025, the Company had deferred tax assets of $ 742 related to a capital loss carryforward. Management evaluated the available evidence
regarding the realizability of the deferred tax assets and concluded that a valuation allowance was not required as of June 30, 2026 and
December 31, 2025.
NOTE 13 — RELATED PARTY TRANSACTIONS
Net Revenues — Related Party
The Company had no related-party
revenues for the three months ended June 30, 2026 and 2025 and for the six months ended June 30, 2026. For the six months ended June 30,
2025, the Company provided real estate agency services to Na Li, the Company’s Chief Financial Officer and a director, in connection
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 related-party revenue of $ 97,560 .
23
NOTE 14 — 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 June 30, 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 June 30, 2026 and December 31, 2025, the Company had 16,530,000 and 16,230,000
shares of common stock issued and outstanding, respectively.
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.
On June 30, 2026, the Company
issued 300,000 shares of common stock in connection with the pending acquisition of Constant Investments, Inc. The shares had an aggregate
fair value of $ 198,000 based on the closing market price of the Company’s common stock on June 30, 2026 and were recorded as prepaid
acquisition consideration.
NOTE 15 — SUBSEQUENT EVENTS
The Company has evaluated
subsequent events through the date of issuance of these condensed consolidated financial statements.
Acquisition of Constant Investments, Inc.
On July 1, 2026, the Company
completed the acquisition of all of the issued and outstanding shares of Constant Investments, Inc., doing business as Mortgage One Group
(“Mortgage One”), pursuant to the Stock Purchase Agreement dated May 8, 2026, as amended on May 12, 2026. As a result of the
acquisition, Mortgage One became a wholly owned subsidiary of the Company. The purchase consideration consisted of 300,000 shares of the
Company’s common stock and contingent cash consideration of up to $ 750,000 based on the post-closing performance of Mortgage One’s
mortgage origination business over a two-year period. In connection with the acquisition, the Company also entered into consulting arrangements
with the sellers providing for aggregate cash compensation of $ 250,000 for transition support and related services over the two-year post-closing
period. Such consulting compensation is separate from the purchase consideration.
The following unaudited supplemental
pro forma information presents the combined results of operations of the Company and Mortgage One as if the acquisition had occurred at
the beginning of the periods presented:
Six Months
Ended
June 30,
2026
Six Months
Ended
June 30,
2025
Net revenues
$
11,671,241
$
12,244,944
Net (loss) income
$
( 522,151
)
$
73,571
The pro forma results are
not necessarily indicative of the results that would have occurred had the acquisition been completed as of the beginning of the periods
presented, nor are they necessarily indicative of future operating results. The pro forma information is based on historical financial
information currently available to the Company and is subject to change upon completion of the purchase price allocation.
24
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 “Cautionary Statement 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” in our Annual Report on
Form 10-K for the year ended December 31, 2025 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.
25
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.
26
● 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 six months ended June 30, 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 transaction
occurred during the three months ended March 31, 2025. The Company did not engage in any related party transactions during the three months
ended June 30, 2025 or during the three and six months ended June 30, 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 a real estate agency for buying and selling properties, property management, home renovation and mortgage referral services. The following
tables present our net revenues by revenue stream for the periods presented:
Three Months Ended June 30,
2026
2025
Change
Amount
%
Amount
%
Amount
%
Revenue from property purchases and sales through Cash Offer
$ 5,247,200
96.96 %
$ 4,680,100
97.51 %
$ 567,100
12.12 %
Real estate service revenue
Real estate agency commission
39,350
0.73 %
24,569
0.51 %
14,781
60.16 %
Property management service
2,907
0.05 %
1,767
0.04 %
1,140
64.52 %
Home renovation service
113,500
2.10 %
72,817
1.52 %
40,683
55.87 %
Mortgage referral fee
8,820
0.16 %
20,303
0.42 %
(11,483 )
(56.56 )%
Total real estate service revenue
164,577
3.04 %
119,456
2.49 %
45,121
37.77 %
Total net revenues
$ 5,411,777
100.00 %
$ 4,799,556
100.00 %
$ 612,221
12.76 %
27
Six Months Ended June 30,
2026
2025
Change
Amount
%
Amount
%
Amount
%
Revenue from property purchases and sales through Cash Offer
$ 10,080,200
97.68 %
$ 10,159,990
96.68 %
$ (79,790 )
(0.79 )%
Real estate service revenue
Real estate agency commission
93,850
0.91 %
236,086
2.25 %
(142,236 )
(60.25 )%
Property management service
9,764
0.09 %
3,534
0.03 %
6,230
176.29 %
Home renovation service
113,500
1.10 %
82,769
0.79 %
30,731
37.13 %
Mortgage referral fee
21,933
0.22 %
26,603
0.25 %
(4,670 )
(17.55 )%
Total real estate service revenue
239,047
2.32 %
348,992
3.32 %
(109,945 )
(31.50 )%
Total net revenues
$ 10,319,247
100.00 %
$ 10,508,982
100.00 %
$ (189,735 )
(1.81 )%
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.
Comparison of the
Three Months Ended June 30, 2026 and 2025
Revenue
from property purchases and sales through our Cash Offer program accounted for 96.96% and 97.51% of net revenues for the three months
ended June 30, 2026 and 2025, respectively. Revenue from this program increased by $567,100, or 12.12%, from $4,680,100 for the three
months ended June 30, 2025 to $5,247,200 for the three months ended June 30, 2026.
For
the three months ended June 30, 2026 and 2025, we completed four and seven property transactions, respectively, through the Cash Offer
program. Although the number of transactions decreased, the increase in revenue was primarily attributable to a higher average transaction
price, which increased from approximately $0.67 million for the three months ended June 30, 2025 to approximately $1.31 million for the
three months ended June 30, 2026. Management believes the decrease in the number of transactions was primarily attributable to elevated
interest rates and softer residential real estate market activity, while the increase in average transaction price primarily reflected
the mix of properties transacted during the period, as the Cash Offer transactions completed during the three months ended June 30, 2026
involved higher-priced properties on average than those completed during the same period in 2025.
Comparison of the
Six Months Ended June 30, 2026 and 2025
Revenue
from property purchases and sales through our Cash Offer program accounted for 97.68% and 96.68% of net revenues for the six months ended
June 30, 2026 and 2025, respectively. Revenue from this program decreased by $79,790, or 0.79%, from $10,159,990 for the six months ended
June 30, 2025 to $10,080,200 for the six months ended June 30, 2026.
For
the six months ended June 30, 2026 and 2025, we completed nine and thirteen property transactions, respectively, through the Cash Offer
program. The decrease in the number of transactions was substantially offset by an increase in average transaction price from approximately
$0.78 million for the six months ended June 30, 2025 to approximately $1.12 million for the six months ended June 30, 2026. Management
believes the lower transaction count was primarily attributable to elevated interest rates and softer residential real estate market activity,
while the higher average transaction price primarily reflected the mix of properties transacted during the period.
28
Real Estate Service
Revenue
We
offer comprehensive real estate services tailored to meet the diverse needs of our clients. Our real estate service revenue consists primarily
of real estate agency commissions for buying and selling properties for clients, and revenue generated from property management, home
renovation and mortgage referral services.
Comparison of the
Three Months Ended June 30, 2026 and 2025
Real
estate service revenue accounted for 3.04% and 2.49% of net revenues for the three months ended June 30, 2026 and 2025, respectively.
Real estate service revenue increased by $45,121, or 37.77%, from $119,456 for the three months ended June 30, 2025 to $164,577 for the
three months ended June 30, 2026. The increase was primarily attributable to increases in real estate agency commission revenue, home
renovation service revenue and property management service revenue, partially offset by a decrease in mortgage referral revenue.
Real
estate agency commission revenue increased by $14,781, or 60.16%, from $24,569 for the three months ended June 30, 2025 to $39,350 for
the three months ended June 30, 2026. The increase was primarily driven by a higher number of real estate transactions and greater total
transaction volume, together with a higher average transaction price. For the three months ended June 30, 2026 and 2025, we completed
three and two real estate transactions, respectively, with total transaction volume of approximately $3.5 million and $2.1 million, respectively.
The average transaction price increased from approximately $1.03 million for the three months ended June 30, 2025 to approximately $1.16
million for the three months ended June 30, 2026.
Revenue
from property management services increased by $1,140, or 64.52%, from $1,767 for the three months ended June 30, 2025 to $2,907 for the
three months ended June 30, 2026. The increase was primarily attributable to growth in ongoing property management activities. The number
of properties under ongoing property management increased to five properties as of June 30, 2026, compared to three properties as of June
30, 2025. No tenant placements were completed during either three-month period.
Revenue
from home renovation services increased by $40,683, or 55.87%, from $72,817 for the three months ended June 30, 2025 to $113,500 for the
three months ended June 30, 2026. We completed two home renovation projects during each period. The increase in revenue was primarily
attributable to differences in project mix and scope of work, as the projects completed during the three months ended June 30, 2026 involved
higher-value renovation work than those completed during the same period in 2025.
Revenue
from mortgage referral services decreased by $11,483, or 56.56%, from $20,303 for the three months ended June 30, 2025 to $8,820 for the
three months ended June 30, 2026. We assisted three clients in securing mortgage loans during each period. The decrease was primarily
attributable to lower average referral fees earned per completed loan transaction. Referral fees vary depending on factors such as the
amount and terms of the underlying mortgage loan and the applicable referral arrangement with the mortgage service provider.
Comparison of the
Six Months Ended June 30, 2026 and 2025
Real
estate service revenue accounted for 2.32% and 3.32% of net revenues for the six months ended June 30, 2026 and 2025, respectively. Real
estate service revenue decreased by $109,945, or 31.50%, from $348,992 for the six months ended June 30, 2025 to $239,047 for the six
months ended June 30, 2026. The decrease was primarily attributable to decreases in real estate agency commission revenue and mortgage
referral revenue, partially offset by increases in property management and home renovation service revenues.
Real
estate agency commission revenue decreased by $142,236, or 60.25%, from $236,086 for the six months ended June 30, 2025 to $93,850 for
the six months ended June 30, 2026. The decrease was primarily attributable to fewer real estate transactions and lower total transaction
volume, partially offset by a higher average transaction price. For the six months ended June 30, 2026 and 2025, we completed six and
ten real estate transactions, respectively, with total transaction volume of approximately $6.3 million and $9.2 million, respectively.
The average transaction price increased from approximately $0.92 million for the six months ended June 30, 2025 to approximately $1.05
million for the six months ended June 30, 2026.
29
Revenue
from property management services increased by $6,230, or 176.29%, from $3,534 for the six months ended June 30, 2025 to $9,764 for the
six months ended June 30, 2026. The increase was primarily attributable to growth in tenant placement services and ongoing property management
activities. We completed two tenant placements during the six months ended June 30, 2026, compared to no tenant placements during the
same period in 2025. In addition, the number of properties under ongoing property management increased to five properties as of June 30,
2026, compared to three properties as of June 30, 2025.
Revenue
from home renovation services increased by $30,731, or 37.13%, from $82,769 for the six months ended June 30, 2025 to $113,500 for the
six months ended June 30, 2026. We completed two and three home renovation projects during the six months ended June 30, 2026 and 2025,
respectively. Despite completing fewer projects, revenue increased primarily due to differences in project mix and scope of work, as the
projects completed during the six months ended June 30, 2026 involved higher-value renovation work on average than those completed during
the same period in 2025.
Revenue
from mortgage referral services decreased by $4,670, or 17.55%, from $26,603 for the six months ended June 30, 2025 to $21,933 for the
six months ended June 30, 2026. We assisted six clients in securing mortgage loans during each period. The decrease was primarily attributable
to lower average referral fees earned per completed loan transaction. Referral fees vary depending on factors such as the amount and terms
of the underlying mortgage loan and the applicable referral arrangement with the mortgage service provider.
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 tables present our cost of revenues by revenue stream for the periods presented.
Three Months Ended June 30,
2026
2025
Change
Amount
%
Amount
%
Amount
%
Cost of property purchases and sales through Cash Offer
$ 5,171,924
98.46 %
$ 4,627,790
98.67 %
$ 544,134
11.76 %
Cost of real estate services
81,134
1.54 %
62,224
1.33 %
18,910
30.39 %
Total cost of revenues
$ 5,253,058
100.00 %
$ 4,690,014
100.00 %
$ 563,044
12.01 %
Six Months Ended June 30,
2026
2025
Change
Amount
%
Amount
%
Amount
%
Cost of property purchases and sales through Cash Offer
$ 9,856,786
98.82 %
$ 10,065,714
99.29 %
$ (208,928 )
(2.08 )%
Cost of real estate services
117,714
1.18 %
71,809
0.71 %
45,905
63.93 %
Total cost of revenues
$ 9,974,500
100.00 %
$ 10,137,523
100.00 %
$ (163,023 )
(1.61 )%
30
Comparison of the
Three Months Ended June 30, 2026 and 2025
Cost
of property purchases and sales through Cash Offer increased by $544,134, or 11.76%, from $4,627,790 for the three months ended June 30,
2025 to $5,171,924 for the three months ended June 30, 2026. The increase was primarily attributable to the higher aggregate cost of the
properties sold through the Cash Offer program during the three months ended June 30, 2026. Although the number of Cash Offer transactions
decreased from seven to four, the transactions completed during the three months ended June 30, 2026 involved higher-priced properties
on average than those completed during the same period in 2025, consistent with the increase in average transaction price discussed above.
Cost
of real estate services increased by $18,910, or 30.39%, from $62,224 for the three months ended June 30, 2025 to $81,134 for the three
months ended June 30, 2026. Cost of real estate services during both periods consisted primarily of costs associated with home renovation
services. The increase was primarily attributable to differences in the mix and scope of renovation projects completed during the respective
periods, as the projects completed during the three months ended June 30, 2026 involved higher-value renovation work than those completed
during the same period in 2025.
Comparison of the
Six Months Ended June 30, 2026 and 2025
Cost
of property purchases and sales through Cash Offer decreased by $208,928, or 2.08%, from $10,065,714 for the six months ended June 30,
2025 to $9,856,786 for the six months ended June 30, 2026. The decrease was primarily attributable to fewer Cash Offer transactions completed
during the six months ended June 30, 2026. We completed nine Cash Offer transactions during the six months ended June 30, 2026, compared
to thirteen during the same period in 2025. The impact of the lower transaction count was substantially offset by higher average transaction
values, as the properties transacted during the six months ended June 30, 2026 were higher-priced on average than those transacted during
the same period in 2025.
Cost
of real estate services increased by $45,905, or 63.93%, from $71,809 for the six months ended June 30, 2025 to $117,714 for the six months
ended June 30, 2026. The increase was primarily attributable to higher real estate agency service costs and home renovation service costs.
Real estate agency service costs increased from $2,085 for the six months ended June 30, 2025 to $36,580 for the six months ended June
30, 2026. Although real estate agency commission revenue decreased during the six months ended June 30, 2026, real estate agency service
costs increased primarily because a higher proportion of transactions involved commission splits paid to cooperating external agents,
reflecting the Company’s use of more competitive commission structures to support transaction activity and geographic expansion.
Home renovation service costs increased from $69,724 for the six months ended June 30, 2025 to $81,134 for the six months ended June 30,
2026, primarily reflecting differences in the mix and scope of renovation projects completed during the respective periods.
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.
31
Results of Operations
Comparison of the
Three Months Ended June 30, 2026 and 2025
The
following table summarizes our consolidated results of operations for the three months ended June 30, 2026 and 2025:
Three Months Ended June 30,
2026
% of
Revenues
2025
% of
Revenues
Change
Percentage
Change
Net revenues
$ 5,411,777
100.00 %
$ 4,799,556
100.00 %
$ 612,221
12.76 %
Cost of revenues
5,253,058
97.07 %
4,690,014
97.72 %
563,044
12.01 %
Gross profit
158,719
2.93 %
109,542
2.28 %
49,177
44.89 %
Operating expenses
Selling expenses
17,183
0.32 %
7,455
0.16 %
9,728
130.49 %
General and administrative expenses
338,843
6.26 %
88,813
1.85 %
250,030
281.52 %
Total operating expenses
356,026
6.58 %
96,268
2.01 %
259,758
269.83 %
Operating (loss) income
(197,307 )
(3.65 )%
13,274
0.28 %
(210,581 )
(1,586.42 )%
Other income (expenses), net
33,154
0.61 %
7,590
0.16 %
25,564
336.81 %
(Loss) income before income taxes
(164,153 )
(3.03 )%
20,864
0.43 %
(185,017 )
(886.78 )%
Income tax (benefit) expense
(35,648 )
(0.66 )%
6,446
0.13 %
(42,094 )
(653.03 )%
Net (loss) income
$ (128,505 )
(2.37 )%
$ 14,418
0.30 %
$ (142,923 )
(991.28 )%
Net Revenues
Net
revenues for the three months ended June 30, 2026 and 2025 were $5,411,777 and $4,799,556, respectively, representing an increase of $612,221,
or 12.76%. The increase was primarily driven by a $567,100 increase in revenue from property purchases and sales through the Cash Offer
program and a $45,121 increase in real estate service revenue. The increase in Cash Offer revenue was primarily attributable to higher
average transaction prices, which more than offset the decrease in the number of transactions, while the increase in real estate service
revenue was primarily attributable to higher real estate agency commission, home renovation and property management revenues, partially
offset by lower mortgage referral revenue.
Cost of Revenues
Three Months Ended June 30,
2026
2025
Change
Percentage
Change
Cost of property purchases and sales through Cash Offer
$ 5,171,924
$ 4,627,790
$ 544,134
11.76 %
Cost of real estate services
81,134
62,224
18,910
30.39 %
Total cost of revenues
$ 5,253,058
$ 4,690,014
$ 563,044
12.01 %
As a percentage of net revenues
97.07 %
97.72 %
Cost
of revenues for the three months ended June 30, 2026 and 2025 was $5,253,058 and $4,690,014, respectively, representing an increase of
$563,044, or 12.01%. The increase was primarily driven by a $544,134 increase in costs associated with property purchases and sales through
the Cash Offer program and an $18,910 increase in costs associated with real estate services. The increase in Cash Offer costs primarily
reflected the higher average cost of properties sold during the period, while the increase in real estate service costs was primarily
attributable to higher home renovation service costs associated with differences in the mix and scope of renovation projects completed
during the three months ended June 30, 2026.
32
Gross Profit and
Gross Margin
Three Months Ended June 30,
2026
2025
Gross Profit
% of
Net Revenues
Gross Profit
% of
Net Revenues
Property purchases and sales through Cash Offer
$ 75,276
1.39 %
$ 52,310
1.09 %
Real estate services
83,443
1.54 %
57,232
1.19 %
Total
$ 158,719
2.93 %
$ 109,542
2.28 %
Gross
profit for the three months ended June 30, 2026 and 2025 was $158,719 and $109,542, respectively, representing an increase of $49,177,
or 44.89%. Gross margin increased to 2.93% for the three months ended June 30, 2026 from 2.28% for the same period in 2025. The increase
in gross profit and gross margin was attributable to higher gross profit from both property purchases and sales through the Cash Offer
program and real estate services.
Gross
profit from property purchases and sales through the Cash Offer program increased by $22,966, from $52,310 for the three months ended
June 30, 2025 to $75,276 for the three months ended June 30, 2026, primarily due to more favorable margins on Cash Offer transactions
completed during the three months ended June 30, 2026.
Gross
profit from real estate services increased by $26,211, from $57,232 for the three months ended June 30, 2025 to $83,443 for the three
months ended June 30, 2026. The increase was primarily attributable to stronger gross profit from home renovation services, reflecting
the mix and scope of renovation projects completed during the three months ended June 30, 2026.
Selling Expenses
Selling
expenses for the three months ended June 30, 2026 and 2025 were $17,183 and $7,455, respectively, representing an increase of $9,728,
or 130.49%. The increase was primarily attributable to higher staging expenses and advertising and marketing expenditures during the three
months ended June 30, 2026 compared to the same period in 2025.
General and Administrative
Expenses
The
following table summarizes our general and administrative expenses for the three months ended June 30, 2026 and 2025:
Three Months Ended June 30,
2026
2025
Change
Percentage
Change
Legal and professional fees
$ 110,969
$ 6,445
$ 104,524
1,621.78 %
Payroll and payroll tax expenses
64,766
49,232
15,534
31.55 %
Rent expense
70,546
11,999
58,547
487.94 %
Depreciation and amortization expenses
47,143
4,768
42,375
888.75 %
Other general and administrative expenses
45,419
16,369
29,050
177.47 %
Total general and administrative expenses
$ 338,843
$ 88,813
$ 250,030
281.52 %
As a percentage of net revenues
6.26 %
1.85 %
General
and administrative expenses for the three months ended June 30, 2026 and 2025 were $338,843 and $88,813, respectively, representing an
increase of $250,030, or 281.52%. The increase was primarily driven by higher legal and professional fees, rent expense, and depreciation
and amortization expenses, together with increases in payroll and payroll tax expenses and other general and administrative expenses.
33
Legal
and professional fees increased by $104,524, primarily due to higher legal, accounting, audit, SEC reporting and other professional service
costs associated with operating as a public company. In addition, certain professional fees incurred during the three months ended June
30, 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. Rent expense increased by $58,547, primarily due to higher
office lease costs and additional technology-related lease arrangements. Depreciation and amortization expenses increased by $42,375,
primarily due to amortization of internally developed software placed in service in December 2025, as well as depreciation associated
with leasehold improvements and other fixed assets. Payroll and payroll tax expenses increased by $15,534, primarily due to increases
in employee compensation. Other general and administrative expenses increased by $29,050, primarily due to higher office and travel expenses
during the three months ended June 30, 2026.
Other Income (Expenses),
Net
Other
income, net was $33,154 for the three months ended June 30, 2026, compared to $7,590 for the three months ended June 30, 2025. Other income
during the three months ended June 30, 2026 primarily consisted of interest income, realized gains on trading securities and other miscellaneous
income, partially offset by unrealized losses on trading securities and interest expense. Other income during the three months ended June
30, 2025 primarily consisted of unrealized gains on trading securities, partially offset by realized losses on trading securities, interest
expense and other expenses.
Income Tax (Benefit)
Expense
Income
tax benefit for the three months ended June 30, 2026 was $35,648, compared to income tax expense of $6,446 for the three months ended
June 30, 2025. The income tax benefit during the three months ended June 30, 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 and unrealized losses on trading
securities. Income tax expense during the three months ended June 30, 2025 was primarily attributable to taxable income generated during
the period.
Net (Loss) Income
Net
loss for the three months ended June 30, 2026 was $128,505, compared to net income of $14,418 for the three months ended June 30, 2025,
representing a decrease of $142,923. The decrease was primarily attributable to higher general and administrative expenses during the
three months ended June 30, 2026, partially offset by higher gross profit.
Comparison of the
Six Months Ended June 30, 2026 and 2025
The
following table summarizes our consolidated results of operations for the six months ended June 30, 2026 and 2025:
Six Months Ended June 30,
2026
% of
Revenues
2025
% of
Revenues
Change
Percentage
Change
Net revenues
$ 10,319,247
100.00 %
$ 10,508,982
100.00 %
$ (189,735 )
(1.81 )%
Cost of revenues
9,974,500
96.66 %
10,137,523
96.47 %
(163,023 )
(1.61 )%
Gross profit
344,747
3.34 %
371,459
3.53 %
(26,712 )
(7.19 )%
Operating expenses
Selling expenses
24,153
0.23 %
24,796
0.24 %
(643 )
(2.59 )%
General and administrative expenses
732,201
7.10 %
209,567
1.99 %
522,634
249.39 %
Total operating expenses
756,354
7.33 %
234,363
2.23 %
521,991
222.73 %
Operating (loss) income
(411,607 )
(3.99 )%
137,096
1.30 %
(548,703 )
(400.23 )%
Other income (expenses), net
80,982
0.78 %
(4,159 )
(0.04 )%
85,141
(2,047.15 )%
(Loss) income before income taxes
(330,625 )
(3.20 )%
132,937
1.26 %
(463,562 )
(348.71 )%
Income tax (benefit) expense
(67,450 )
(0.65 )%
37,890
0.36 %
(105,340 )
(278.02 )%
Net (loss) income
$ (263,175 )
(2.55 )%
$ 95,047
0.90 %
$ (358,222 )
(376.89 )%
34
Net Revenues
Net
revenues for the six months ended June 30, 2026 and 2025 were $10,319,247 and $10,508,982, respectively, representing a decrease of $189,735,
or 1.81%. The decrease was primarily driven by a $79,790 decrease in revenue from property purchases and sales through the Cash Offer
program and a $109,945 decrease in real estate service revenue. The decrease in Cash Offer revenue was primarily attributable to fewer
transactions, substantially offset by higher average transaction prices, while the decrease in real estate service revenue was primarily
attributable to lower real estate agency commission and mortgage referral revenues, partially offset by higher property management and
home renovation revenues.
Cost of Revenues
Six Months Ended June 30,
2026
2025
Change
Percentage
Change
Cost of property purchases and sales through Cash Offer
$ 9,856,786
$ 10,065,714
$ (208,928 )
(2.08 )%
Cost of real estate services
117,714
71,809
45,905
63.93 %
Total cost of revenues
$ 9,974,500
$ 10,137,523
$ (163,023 )
(1.61 )%
As a percentage of net revenues
96.66 %
96.47 %
Cost
of revenues for the six months ended June 30, 2026 and 2025 was $9,974,500 and $10,137,523, respectively, representing a decrease of $163,023,
or 1.61%. The decrease was primarily driven by a $208,928 decrease in costs associated with property purchases and sales through the Cash
Offer program, partially offset by a $45,905 increase in costs associated with real estate services. The decrease in Cash Offer costs
primarily reflected fewer transactions completed during the six months ended June 30, 2026, partially offset by the higher average cost
of properties sold. The increase in real estate service costs was primarily attributable to higher real estate agency service costs associated
with commission splits paid to cooperating external agents and higher home renovation service costs.
Gross Profit and
Gross Margin
Six Months Ended June 30,
2026
2025
Gross Profit
% of
Net Revenues
Gross Profit
% of
Net Revenues
Property purchases and sales through Cash Offer
$ 223,414
2.16 %
$ 94,276
0.90 %
Real estate services
121,333
1.18 %
277,183
2.63 %
Total
$ 344,747
3.34 %
$ 371,459
3.53 %
Gross
profit for the six months ended June 30, 2026 and 2025 was $344,747 and $371,459, respectively, representing a decrease of $26,712, or
7.19%. Gross margin decreased to 3.34% for the six months ended June 30, 2026 from 3.53% 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 higher gross
profit from property purchases and sales through the Cash Offer program.
35
Gross
profit from property purchases and sales through the Cash Offer program increased by $129,138, from $94,276 for the six months ended June
30, 2025 to $223,414 for the six months ended June 30, 2026, primarily due to more favorable margins on Cash Offer transactions completed
during the six months ended June 30, 2026.
Gross
profit from real estate services decreased by $155,850, from $277,183 for the six months ended June 30, 2025 to $121,333 for the six months
ended June 30, 2026. The decrease was primarily attributable to lower gross profit from real estate agency services, reflecting lower
real estate agency commission revenue and higher costs associated with commission splits paid to cooperating external agents, partially
offset by stronger gross profit from home renovation services.
Selling Expenses
Selling
expenses for the six months ended June 30, 2026 and 2025 were $24,153 and $24,796, respectively, representing a decrease of $643, or 2.59%.
The decrease was primarily attributable to lower advertising and marketing expenditures, partially offset by higher staging expenses during
the six months ended June 30, 2026 compared to the same period in 2025.
General and Administrative
Expenses
The
following table summarizes our general and administrative expenses for the six months ended June 30, 2026 and 2025:
Six Months Ended June 30,
2026
2025
Change
Percentage
Change
Legal and professional fees
$ 278,682
$ 46,571
$ 232,111
498.41 %
Payroll and payroll tax expenses
134,215
101,339
32,876
32.44 %
Rent expense
124,201
24,049
100,152
416.46 %
Depreciation and amortization expenses
94,286
9,407
84,879
902.30 %
Other general and administrative expenses
100,817
28,201
72,616
257.49 %
Total general and administrative expenses
$ 732,201
$ 209,567
$ 522,634
249.39 %
As a percentage of net revenues
7.10 %
1.99 %
General
and administrative expenses for the six months ended June 30, 2026 and 2025 were $732,201 and $209,567, respectively, representing an
increase of $522,634, or 249.39%. The increase was primarily driven by higher legal and professional fees, rent expense, and depreciation
and amortization expenses, together with increases in payroll and payroll tax expenses and other general and administrative expenses.
Legal
and professional fees increased by $232,111, primarily due to higher legal, accounting, audit, SEC reporting and other professional service
costs associated with operating as a public company. In addition, certain professional fees incurred during the six months ended June
30, 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. Rent expense increased by $100,152, primarily due to higher
office lease costs and additional technology-related lease arrangements. Depreciation and amortization expenses increased by $84,879,
primarily due to amortization of internally developed software placed in service in December 2025, as well as depreciation associated
with leasehold improvements and other fixed assets. Payroll and payroll tax expenses increased by $32,876, primarily due to increases
in employee compensation. Other general and administrative expenses increased by $72,616, primarily due to higher office expenses, insurance
expenses and travel expenses during the six months ended June 30, 2026.
36
Other Income (Expenses),
Net
Other
income, net was $80,982 for the six months ended June 30, 2026, compared to other expenses, net of $4,159 for the six months ended June
30, 2025. Other income during the six months ended June 30, 2026 primarily consisted of interest income, realized gains on trading securities
and other miscellaneous income, partially offset by unrealized losses on trading securities and interest expense. Other expenses during
the six months ended June 30, 2025 primarily consisted of realized losses on trading securities, interest expense and other expenses.
Income Tax (Benefit)
Expense
Income
tax benefit for the six months ended June 30, 2026 was $67,450, compared to income tax expense of $37,890 for the six months ended June
30, 2025. The income tax benefit during the six months ended June 30, 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 and unrealized losses on trading securities.
Income tax expense during the six months ended June 30, 2025 was primarily attributable to taxable income generated during the period.
Net (Loss) Income
Net
loss for the six months ended June 30, 2026 was $263,175, compared to net income of $95,047 for the six months ended June 30, 2025, representing
a decrease of $358,222. The decrease was primarily attributable to higher general and administrative expenses, together with lower gross
profit, during the six months ended June 30, 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 condensed 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 Six Months Ended June 30, 2026 and 2025
As
of June 30, 2026, we had cash and cash equivalents of $5,102,528, other current assets of $597,804, current liabilities of $561,240, net
working capital of $5,139,092, and a current ratio of 10.16:1. 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.
The
following table presents a summary of our cash flows for the six months ended June 30, 2026 and 2025:
Six Months
Ended
June 30,
2026
Six Months
Ended
June 30,
2025
Net cash (used in) provided by operating activities
$
(1,653,751
)
$
1,009,610
Net cash used in investing activities
(258,402
)
(2,651
)
Net cash used in financing activities
(4,250
)
(120,663
)
Net (decrease) increase in cash and cash equivalents
(1,916,403
)
886,296
Cash and cash equivalents, beginning of period
7,018,931
1,670,949
Cash and cash equivalents, end of period
$
5,102,528
$
2,557,245
37
Net Cash (Used In)
Provided By Operating Activities
Net
cash used in operating activities was $1,653,751 for the six months ended June 30, 2026, primarily derived from (i) net loss of $263,175,
adjusted for non-cash items including deferred income tax benefits of $70,920 and realized gains on trading securities of $20,005, partially
offset by operating lease expense of $104,142, depreciation and amortization of $94,286, and unrealized losses on trading securities of
$19,111, and (ii) net changes in operating assets and liabilities as of June 30, 2026 compared to December 31, 2025, primarily consisting
of (a) a decrease in other current liabilities of $1,436,181, (b) a decrease in accounts payable of $89,435, (c) an increase in advances
to contractors of $64,291, (d) an increase in prepayments and other receivables of $58,000, and (e) a decrease in operating lease liabilities
of $46,451, partially offset by (a) a decrease in accounts receivable of $109,668 and (b) a decrease in long-term prepaid expenses of
$67,500.
Net
cash provided by operating activities was $1,009,610 for the six months ended June 30, 2025, primarily derived from (i) net income of
$95,047, adjusted for non-cash items including operating lease expense of $22,673, depreciation and amortization of $9,407, and realized
losses on trading securities of $2,651, partially offset by deferred income tax benefits of $3,080, and (ii) net changes in operating
assets and liabilities as of June 30, 2025 compared to December 31, 2024, primarily consisting of (a) a decrease in real estate held for
sale of $907,061, (b) a decrease in accounts receivable of $18,160, and (c) a decrease in prepayments and other receivables of $9,979,
partially offset by (a) a decrease in operating lease liabilities of $23,101, (b) a decrease in accounts payable of $21,300, and (c) a
decrease in other current liabilities of $7,887.
Net
cash used in operating activities was $1,653,751 for the six months ended June 30, 2026, compared to net cash provided by operating activities
of $1,009,610 for the six months ended June 30, 2025, representing an increase in cash outflow of $2,663,361. This increase was primarily
due to (i) an increase in cash outflow of $1,428,294 from changes in other current liabilities, (ii) the absence of the $907,061 cash
inflow from the decrease in real estate held for sale recognized during the 2025 period, (iii) an increase in cash outflow of $263,259
attributable to net loss adjusted for non-cash items, (iv) an increase in cash outflow of $68,135 from changes in accounts payable, (v)
an increase in cash outflow of $67,979 from changes in prepayments and other receivables, (vi) an increase in cash outflow of $64,291
from changes in advances to contractors, and (vii) an increase in cash outflow of $23,350 from payments for operating leases, partially
offset by (i) an increase in cash inflow of $91,508 from changes in accounts receivable and (ii) a decrease in cash outflow of $67,500
from changes in long-term prepaid expenses.
Net Cash Used in Investing
Activities
Net
cash used in investing activities was $258,402 for the six months ended June 30, 2026, primarily consisting of purchases of trading securities
of $258,052, the issuance of a loan receivable of $252,000, and capitalized intangible assets of $350, partially offset by proceeds of
$252,000 from the collection of the loan receivable.
Net
cash used in investing activities was $2,651 for the six months ended June 30, 2025, consisting of purchases of trading securities of
$274,718, substantially offset by proceeds of $272,067 from sales of trading securities.
Net Cash Used in Financing
Activities
Net
cash used in financing activities was $4,250 for the six months ended June 30, 2026, consisting of repayments of auto loan principal.
Net
cash used in financing activities was $120,663 for the six months ended June 30, 2025, primarily consisting of repayments of related party
advances of $381,000, payments of offering costs of $201,027, and repayments of auto loan principal of $3,983, partially offset by proceeds
of $465,347 from related party advances.
38
Contractual Obligations
Our
contractual obligations as of June 30, 2026 were as follows:
1 Year or
Less
More Than
1 Year
Total
Operating lease liabilities
$ 113,687
$ 208,427
$ 322,114
Auto loan payable
8,908
22,226
31,134
Total
$ 122,595
$ 230,653
$ 353,248
Off-Balance Sheet
Arrangements
We
did not have any off-balance sheet arrangements as of June 30, 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 condensed 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.
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.
39
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 purchases and sales of real estate through its Cash Offer program.
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 service, home renovation service, and mortgage referral service.
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.
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.
40
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. The Company does not recognize a significant financing component because the period
between the transfer of the property to the customer and payment is generally short, typically within a few weeks or 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 receivables and certain other financial assets measured at amortized cost are within the scope of ASC Topic 326. As the
Company has a limited number of customers and debtors, the Company evaluates expected credit losses based on the specific facts and circumstances
of each receivable, including historical experience, the creditworthiness of customers and debtors, current economic conditions, reasonable
and supportable forecasts of future economic conditions, and other factors that may affect collectibility. The Company records specific
allowances when facts and circumstances indicate that a receivable is unlikely to be collected.
Expected
credit losses are recorded as an allowance for credit losses, which is netted against accounts receivable in the consolidated balance
sheets, and are recognized as an expense in the consolidated statements of income. Receivables are written off against the allowance when
all collection efforts have been exhausted and recovery is deemed remote. If the Company recovers amounts that were previously written
off, the recovered amounts are recognized as a reduction to the provision for credit losses in the consolidated statements of income.
Accounts Receivable,
Net
Accounts
receivable represent amounts for which the Company has an unconditional right to consideration and are stated at their historical carrying
amounts, net of the allowance for credit losses. The Company maintains an allowance for credit losses for estimated losses. The Company
reviews accounts receivable periodically and records allowances when there is doubt as to the collectibility of individual balances. In
evaluating the collectibility 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 June 30, 2026 and December 31, 2025, the Company
had no allowance for credit losses.
41
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 asset. 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 loss is measured as the amount by which the carrying amount of the
assets exceeds their fair value. No such events or changes in circumstances were identified during the three and six months ended June
30, 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.
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 and six months ended June 30, 2026 and 2025, the Company
did not take any uncertain tax positions that would necessitate the recognition of a related liability.
42
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
a 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 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.
43
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 management, including 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 June 30, 2026. Based upon their evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that due to the existence of material weaknesses in our internal controls
over financial reporting described below, our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under
the Exchange Act) were not effective as of June 30, 2026.
During our preparation of our Annual Report on Form 10-K/A for the
year ended December 31, 2025, our management identified material weaknesses in the Company’s internal control over financial reporting
related to: (i) a lack of sufficient in-house qualified accounting staff with the appropriate level of knowledge and experience in the
application of U.S. GAAP and SEC financial reporting requirements; (ii) inadequate controls and segregation of duties due to limited resources
and number of employees; and (iii) a lack of adequate policies and procedures in control environment and control activities to ensure
that the Company’s policies and procedures have been carried out as planned. As of June 30, 2026, the material weaknesses described
in the Form 10-K/A had not been fully remediated.
Notwithstanding these material weaknesses, management believes that
the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects,
the Company’s financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.
Plan of Remediation of Material Weaknesses
in Internal Control Over Financial Reporting
We have taken, and are taking,
certain actions to remediate the material weaknesses related to our lack of U.S. GAAP experience. We plan to hire additional credentialed
professional staff and consulting professionals with greater knowledge and experience of U.S. GAAP and related regulatory requirements
to oversee our financial reporting process in order to ensure our compliance with U.S. GAAP and other relevant securities laws. We also
plan to provide additional training to our accounting personnel on U.S. GAAP, and other regulatory requirements regarding the preparation
of financial statements. Until such time as we hire qualified accounting personnel with the requisite U.S. GAAP knowledge and experience
and train our current accounting personnel, we have engaged an outside CPA with U.S. GAAP knowledge and experience to supplement our current
internal accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements are
prepared in accordance with U.S. GAAP. In addition, we intend to engage third party expertise to assist us to formalize and implement
accounting policies and procedures relating to financial reporting and disclosure requirements and to ensure these policies and procedures
to be carried out as planned.
Changes in Internal Control over Financial
Reporting
There were no changes in our internal control over financial reporting
during the quarter ended June 30, 2026 that materially affected, or were reasonably likely to materially affect, our internal control
over financial reporting. Management continues to evaluate and implement remediation measures relating to the previously identified material
weaknesses.
44
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. Counsel for the Company
and its Chief Executive Officer has filed a motion to dismiss the action.
The Company has notified its directors’ and officers’ liability
insurance carrier regarding the matter and has submitted a claim for coverage under the applicable policy. No assurance can be given as
to whether, or to what extent, any loss or defense cost relating to this matter will ultimately be covered under the policy.
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.
On June 30, 2026, the Company
issued 300,000 shares of its common stock to the former shareholders of Constant Investments, Inc., doing business as Mortgage One Group,
as partial consideration for the acquisition described in Note 15 to the unaudited condensed consolidated financial statements included
elsewhere in this Quarterly Report on Form 10-Q. The shares had an aggregate fair value of $198,000 based on the closing market price
of the Company’s common stock on June 30, 2026. The shares were issued in a private transaction in reliance upon the exemption from
registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder.
No underwriters were involved and no underwriting discounts or commissions were paid in connection with the issuance.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None .
45
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).
46
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
August 12, 2026
Zhen Qin
(Principal Executive Officer)
By:
/s/ Na Li
Chief Financial Officer and Director
August 12, 2026
Na Li
(Principal Financial and Accounting Officer)
47
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