Form 8-K/A
8-K/A — Linkhome Holdings Inc.
Accession: 0001213900-26-098789
Filed: 2026-09-10
Period: 2026-07-01
CIK: 0002017758
SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))
Item: Completion of Acquisition or Disposition of Assets
Item: Financial Statements and Exhibits
Documents
8-K/A — ea0305095-8ka1_linkhome.htm (Primary)
EX-99.1 — AUDITED FINANCIAL STATEMENTS OF CONSTANT INVESTMENTS, INC. AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2025 (ea030509501ex99-1.htm)
EX-99.2 — UNAUDITED INTERIM FINANCIAL STATEMENTS OF CONSTANT INVESTMENTS, INC. AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2026 (ea030509501ex99-2.htm)
EX-99.3 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF LINKHOME HOLDINGS INC. AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2025 AND AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 (ea030509501ex99-3.htm)
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8-K/A — AMENDMENT NO. 1 TO FORM 8-K
8-K/A (Primary)
Filename: ea0305095-8ka1_linkhome.htm · Sequence: 1
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0002017758
0002017758
2026-07-01
2026-07-01
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 10, 2026 (July 1, 2026)
Linkhome Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada
001-42652
93-4316797
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
17901 Von Karman Ave, Ste 450
Irvine, CA
92614
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including
Area Code: (800) 680-9158
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Explanatory Note
This
Current Report on Form 8-K/A (this “Amendment”) is being filed by Linkhome Holdings Inc., a Nevada corporation
(the “Company”), to amend and supplement its Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on July 2, 2026 (the “Original Report”), in connection with the consummation on July 1,
2026 of its acquisition of all of the issued and outstanding shares of Constant Investments, Inc., a Texas corporation doing business
as Mortgage One Group (the “Target”), pursuant to that certain stock purchase agreement, dated May 8, 2026, as amended (the
“Agreement”).
The Company is filing this Amendment solely to supplement Item 9.01 of the Original Report
to file (i) the audited financial statements of the Target as of and for the years ended December 31, 2024 and 2025 and the
related notes, (ii) the unaudited interim financial statements of the Target as of and for the six months ended June 30, 2025 and 2026
and the related notes, both (i) and (ii) referred to in Item 9.01(a) below, and (iii) the unaudited pro forma condensed financial
information of the Company and its subsidiaries as of and for the six months ended June 30, 2026, and as of and for the year ended December 31,
2025 and the related notes, referred to in Item 9.01(b) below. Except for the foregoing, this Amendment does not modify or update any
other disclosure contained in the Original Report.
1
Item 2.01 Completion of Acquisition or
Disposition of Assets.
This Amendment amends
the Original Report to include Item 9.01(a) Financial Statements of Business Acquired and Item 9.01(b) Pro Forma Financial Information,
which were not previously filed with the Original Report and are permitted to be filed by amendment no later than 71 days after the date
on which the Original Report was required to be filed.
The above description
does not purport to be complete and is qualified in its entirety by reference to the Agreement and other agreements relating to this acquisition,
copies of which were filed as exhibits to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2026, and are incorporated
by reference into this Amendment. The required historical financial statements of the Target and the related pro forma financial information
are contained herein under Item 9.01 of this Amendment.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The Company is filing: (i) the audited financial
statements of the Target as of and for the years ended December 31, 2024 and 2025 and the related notes thereto, which are attached
hereto as Exhibit 99.1 and are incorporated herein by reference; and (ii) the unaudited interim financial statements of the Target
as of and for the six months ended June 30, 2025 and 2026, and the related notes thereto, which are attached hereto as Exhibit 99.2 and
are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed
financial information of the Company and its subsidiaries, consisting of the pro forma consolidated balance sheet as of and for the six
months ended June 30, 2026, the pro forma consolidated statements of operations for the year ended December 31, 2025 and for the
six months ended June 30, 2026, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.3, and are incorporated
herein by reference.
(d) Exhibits:
Exhibit No.
Description
99.1
Audited Financial Statements of Constant Investments, Inc. as of and
for the years ended December 31, 2024 and 2025
99.2
Unaudited Interim Financial Statements of Constant Investments, Inc.
as of and for the six months ended June 30, 2025 and June 30, 2026
99.3
Unaudited Pro Forma Condensed Combined Financial Information of
Linkhome Holdings Inc. as of and for the year ended December 31, 2025 and as of and for the six months ended June 30, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
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 hereunto duly authorized.
Dated: September 10, 2026
Linkhome Holdings Inc.
By:
/s/ Bill Qin
Name:
Bill Qin
Title:
Chief Executive Officer
3
EX-99.1 — AUDITED FINANCIAL STATEMENTS OF CONSTANT INVESTMENTS, INC. AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2025
EX-99.1
Filename: ea030509501ex99-1.htm · Sequence: 2
Exhibit 99.1
Constant
Investments, Inc.
Financial
Statements
(With
Supplementary Information)
and Independent Auditor’s Report
December
31, 2024
Constant
Investments, Inc.
Index
Page
Independent Auditor’s Report
F-2
– F-3
Financial Statements
Balance Sheets
F-4
Statements of Operations
F-5
Statements of Changes in Stockholder’s Equity
F-6
Statements of Cash Flows
F-7
Notes to Financial Statements
F-8 – F-12
Supplementary Information
Schedules of Computation of Adjusted Net Worth
F-14
F-1
Independent
Auditor’s Report
Board
of Directors
Constant
Investments, Inc.
La
Mirada, California
Report
on the Audit of the Financial Statements
Opinion
We
have audited the financial statements of Constant Investments, Inc. (the Company), which comprise the balance sheet as of December 31,
2024 and the related statements of operations, changes in stockholder’s equity and cash flows for the year then ended, and the
related notes to the financial statements.
In
our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position
of Constant Investments, Inc. as of December 31, 2024, and the results of its operations and its cash flows for the year then ended,
in accordance with accounting principles generally accepted in the United States of America.
Basis
for Opinion
We
conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards
applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are required to be independent of Constant Investments, Inc. and to meet our other ethical responsibilities,
in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Responsibilities
of Management for the Financial Statements
Management
is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally
accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation
and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In
preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,
that raise substantial doubt about Constant Investments, Inc.’s ability to continue as a going concern within one year after the
date that the financial statements are available to be issued.
F-2
Auditor’s
Responsibilities for the Audit of Financial Statements
Our
objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government
Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or
in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In
performing an audit in accordance with GAAS and Government Auditing Standards, we:
● Exercise
professional judgment and maintain professional skepticism throughout the audit.
● Identify
and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, and design and perform audit procedures responsive to those risks. Such procedures
include examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements.
● Obtain
an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of Constant Investments, Inc.’s internal control. Accordingly,
no such opinion is expressed.
● Evaluate
the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the financial
statements.
● Conclude
whether, in our judgment, there are conditions or events, considered in the aggregate, that
raise substantial doubt about the Constant Investments, Inc.’s ability to continue
as a going concern for a reasonable period of time.
We
are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,
significant audit findings, and certain internal control related matters that we identified during the audit.
Supplementary
Information
Our
audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying supplementary information
(Computation of Adjusted Net Worth) is presented for purpose of additional analysis as required by the Uniform Financial Reporting
Standard issued by the U.S. Department of Housing and Urban Development, Office of the Inspector General, and is not a required part
of the financial statements.
Such
information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records
used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial
statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting
and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures
in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplementary information
is fairly stated, in all material respects, in relation to the financial statements as a whole.
Other
Reporting Required by Government Auditing Standards
In
accordance with Government Auditing Standards, we have also issued a report Dated March 27, 2025 on our consideration of Constant
Investments, Inc.’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws,
regulations, contracts, grant agreements, and other matters. The purpose of that report is to describe the scope of our testing of internal
control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of
Constant Investments, Inc.’s internal control over financial reporting or on compliance. That report is an integral part of an
audit performed in accordance with Government Auditing Standards in considering Constant Investments, Inc.’s internal control
over financial reporting and compliance.
/s/ Global First Accounting Group, Inc
March 27, 2025
Los
Angeles, California
Kyung
Soo Lee – Partner
Global
First Accounting Group, Inc
F-3
Constant
Investments, Inc.
Balance
Sheet
December
31, 2024
Assets
Current
assets
Cash
and cash equivalents
$ 229,026
Trade
account securities
1,613,539
Accounts
receivable
244,912
Note
receivable
243,789
Mortgage
loans held for sale
9,579,296
Total
current assets
11,910,562
Furniture
and equipment
25,427
Allowance
for depreciation
(18,374 )
Right-of-use
assets
242,379
Allowance
for amortization - ROU
(242,379 )
Security
deposit
1,663
Total
non-current assets
8,716
Total
$ 11,919,278
Liabilities
and Stockholder’s Equity
Current
liabilities
Accrued
expenses
$ 334,905
Income
tax payable
32,000
Warehouse
lines payable
9,363,751
Due
to shareholders
50,000
Current
portion of lease liabilities
-
Total
current liabilities
9,780,656
Long-term
lease liabilities
-
Total
liabilities
9,780,656
Stockholder’s
equity
Common
stock - no par value, 19,000 authorized; 10,000 shares issued and outstanding - stated value
1,000
Paid
in capital
1,202,874
Retained
earnings
934,748
Total
stockholder’s equity
2,138,622
Total
$ 11,919,278
The accompanying notes to the financial statements are an integral part of these financial statements
F-4
Constant
Investments, Inc.
Statements
of Operations
Year
Ended December 31, 2024
Revenue
Loan fees and gain on sale of mortgage loans
$ 3,731,141
Total revenues
3,731,141
Expenses
Advertising and promotion
20,040
Commission and direct loan costs
2,576,808
Salaries and payroll taxes
868,593
Office and administration costs
156,135
Rent expenses
112,725
Insurance
11,260
Professional services
28,661
Total expenses
3,774,222
Income (loss) from operations
(43,081 )
Other income (expense):
Unrealized gain (loss) - trade account securities
233,510
Dividend and interest income
34,295
Investment expenses
(13,440 )
Income (loss) before income taxes
211,284
Provision for income taxes
31,800
Net Income (loss)
$ 179,484
The
accompanying notes to the financial statements are an integral part of these financial statements
F-5
Constant
Investments, Inc.
Statements
of Changes In Stockholder’s Equity
Year
Ended December 31, 2024
Common
Stock
Paid-In
Capital
Retained
Earnings
Total
Balance at December 31, 2023
$ 1,000
$ 1,202,317
$ 755,264
$ 1,958,581
Capital Contribution
557
557
Stockholder distribution
-
Net Income
179,484
179,484
Balance at December 31, 2024
$ 1,000
$ 1,202,874
$ 934,748
$ 2,138,622
The
accompanying notes to the financial statements are an integral part of these financial statements
F-6
Constant
Investments, Inc.
Statements
of Cash Flows
Year
Ended December 31, 2024
Cash flows from operating activities
Net income
$ 179,484
Adjustments to reconcile net Income to net cash provided (used) in operating activities
Depreciation and amortization
3,314
Amortization expense - ROU assets
52,109
Repayment of ROU lease liabilities
(54,899 )
Restricted cash
125,000
Accounts receivable
(188,268 )
Mortgage loans held for sale
(4,637,115 )
Security deposit
6,765
Accrued expenses
259,985
Payroll and payroll taxes payable
(11,950 )
Income tax payable
31,000
Warehouse line payable
4,546,676
Net cash provided (used) in operating activities
312,101
Cash flows from investing activities
Note receivable
126,211
Trade account securities
(712,817 )
Net cash provided (used) in investing activities
(586,606 )
Cash flows from financing activities
Capital contribution
557
Due to shareholders
50,000
Net cash provided (used) by financing activities
50,557
Net increase (decrease) in cash
(223,948 )
Cash, beginning of year
452,974
Cash, end of year
$ 229,026
Supplemental disclosure of cash flow information
Taxes paid
$ 800
Interest paid
$ -
The
accompanying notes to the financial statements are an integral part of these financial statements
F-7
Constant
Investments, Inc.
Notes
to Financial Statements
December
31, 2024
Note
1 - Business and summary of significant accounting policies
Business
Constant
Investments, Inc. (the “Company”) is a California Corporation. The Company was incorporated in 2011 and is based in Buena
Park, California. The Company operates under a DBA Mortgage One Group.
The
Company is engaged as a mortgage lender that funds and processes financing and refinancing of real estate loans and sells them to investors.
Licensing
and regulations
The
Company is regulated by California and other various states’ Division of Real Estate, Nationwide Multistate Licensing System (NMLS)
and the United States Department of Housing and Urban Development (“HUD”). HUD requires the Company to conform to certain
net worth, liquid assets and other conditions and requirements and to follow certain specific regulations issued from time to time by
HUD.
Cash
and equivalents
Cash
and cash equivalents include cash on hand and cash in checking and savings accounts with banks. All unrestricted liquid short-term investments
and certificate of deposit with a maturity of three months or less are considered cash equivalents. The Company maintains its cash accounts
at major financial institutions that are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.
During the year ended December 31, 2024, the Company had cash deposits in excess of the FDIC insurance limits. However, the Company has
not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.
Trade
Account Securities
The
Company invested in stocks and bonds of publicly traded companies, with fair market value of $1,613,539.
Property
and equipment
Property
and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method
based on the estimated useful lives of the assets, generally ranging from three to seven years. Expenditures for major renewals and improvements
that extend the useful lives of property and equipment are capitalized. Expenditures for repairs and maintenance are charged to expense
as incurred. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the
asset or the lease term. For the years ended December 31, 2024, depreciation and amortization expense was $3,314.
F-8
Constant
Investments, Inc.
Notes
to Financial Statements
December
31, 2024
Revenue
recognition
The
Company assists individuals and others in obtaining long term trust deed (mortgage) financing. Revenue is recognized upon the loan is
funded. Any offsetting costs or expenses are also recognized when the loans are funded. Gain or loss on the sale of loans held for sale
is recognized at the time of the sale of the loan and is included in revenue.
Accounts
receivable
Accounts
receivable consists of fees earned on loans that have been funded prior to year end.
Loan
loss obligations
The
Company sells loans it originates to investors without recourse so that the risk of loss or default by the borrower is generally transferred
to the investor. However, the Company is required by these investors to make certain representations relating to credit information,
loan documentation and collateral. To the extent the Company does not comply with such representations, the Company may be required to
repurchase loans or indemnify the investors for any losses from borrower defaults. If this were to occur, the Company’s financial
condition would be severely impacted. As of the audit date, no event that would severely impact the financial condition of the Company
has occurred.
Market
risk
The
Company originated the majority of its mortgage loans in the State of California. The concentration of mortgage loans originated in California
increases the risk that any adverse economic, regulatory or other developments that may occur in California may adversely affect the
Company’s results of operations or financial condition.
The
Company generates the vast majority of its revenue from the origination of mortgage loans. Although the Company’s management closely
monitors market conditions, such activities are sensitive to fluctuations in prevailing interest rates and real estate markets, and any
significant adverse changes in prevailing interest rates or real estate markets could have an adverse impact on the Company’s results
of operations or financial condition.
Evidence
of ownership interest in an entity
Common
stock is a financial instrument that is evidence of ownership interest in an entity. Other evidences include preferred stock, partnership
agreements, certificates of interest or participation, or warrants or options to subscribe to or purchase stock from the issuing entity.
The Company has not issued any preferred stock, partnership agreements, certificates of interest or participation, or warrants or options
to subscribe to or purchase stock from the issuing entity.
Advertising
and promotion
Advertising
costs are expensed as incurred. Advertising expense was $20,040 for the year ended December 31, 2024.
F-9
Constant
Investments, Inc.
Notes
to Financial Statements
December
31, 2024
Income
taxes
The
stockholder of the Company has revoked election to be taxed as a sub-chapter S Corporation and the Company files its federal and state
income tax returns as C Corporation beginning January 1, 2024. Provisions for income taxes are based on taxes payable or refundable for
the current year and changes in deferred taxes. Deferred taxes result from temporary differences between the amount of taxable income
and pre-tax financial income and between tax bases of assets and liabilities and in the financial statements at currently enacted income
tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. When it is
deemed necessary, a valuation allowance is established to reduce a deferred tax asset to the amount expected to be realized. When the
effect of the deferred taxes is not material, no deferred tax provision is accrued.
The
Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position. Base on its evaluation, the Company has concluded
that there are no significant uncertain tax positions requiring recognition in the financial statements.
When
necessary, the Company recognizes interest and penalties associated with tax matters as part of operating expenses and includes accrued
interest and penalties with accrued expenses in the balance sheet. No such interest or penalties were recognized during the years ended
December 31, 2024.
The
income tax provision (benefit) for the year ended December 31, 2024 was as follows:
Current tax expense
Federal
$ 24,000
State
$ 7,800
Total
$ 31,800
Deferred tax expense (benefit)
Federal
$ 0
State
$ 0
Total
$ 0
Tax provision
$ 31,800
Use
of estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Subsequent
events
The
Company has evaluated subsequent events through March 27, 2025, which is the date the financial statements were available to be issued.
No recognized or non-recognized subsequent events were noted.
F-10
Constant
Investments, Inc.
Notes
to Financial Statements
December
31, 2024
Leases
Leases
are recognized as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use.
Each lease payment is allocated between the lease liability and finance cost. The finance cost is charged to profit or loss over the
lease period so as to produce a constant periodic rate of interest on the remaining balance of the lease liability for each period. The
right-of-use asset is depreciated over the shorter of the asset’s life and the lease term on a straight-line basis.
Lease
payments included in the measurement of the lease liability include the net present value of the following:
●
Fixed payments (including in-substance fixed payments), less
any lease incentives receivable;
●
Variable lease payments that are based on an index or a rate;
●
Amounts expected to be payable by the lessee under residual
value guarantee;
●
The exercise price of a purchase option if the lessee is reasonably
certain to exercise that option; and
●
Payments of penalties for terminating the lease if the lease
term reflects the lessee exercising that option.
The
lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental
borrowing rate is used. The incremental borrowing rate is the rate that the lessee would have to pay to borrow at prevailing interest
rates, market precedents and the Company’s specific credit spread on similar terms and security.
Short-term
leases (less than 12 months) or low value assets are recorded as an expense on a straight-line basis.
Right-of-use
assets are initially measured at cost, comprising the following:
●
The amount of the initial measurement of the lease liability,
●
Any lease payments made at or before the commencement date
less any lease incentives received,
●
Any initial direct costs; and
●
Restoration costs.
The
right-of-use assets are typically depreciated on a straight-line basis over the lease term, unless the Company expects to obtain ownership
of the leased asset at the end of the lease. The lease term consists of:
●
The non-cancellable
period of the lease,
●
Periods covered
by options to extend the lease, where we are reasonably certain to exercise the option; and
●
Periods covered by options to terminate the lease, where we
are reasonably certain not to exercise the option.
If
the Company expects to obtain ownership of the leased asset at the end of the lease, then the Company depreciates the right-of-use asset
over the underlying asset’s estimated useful life. The right-of-use asset is periodically reduced by impairment losses, if any,
and adjusted for certain remeasurements of the lease liability.
F-11
Constant
Investments, Inc.
Notes
to Financial Statements
December
31, 2024
Note
2 - Leases
Operating leases
The
Company leases its office spaces under noncancelable lease agreements. The agreement expiration dates ranging from month to month basis
to less than 12 months.
Note
3 – Mortgage loans held for sales
The
Company originates all of its residential real estate loans with the intent to sell them in the secondary market. Loans held for sale
consist primarily of residential first and second mortgage loans that are secured by residential real estate throughout California.
The
Company records mortgage loans held for sale at the lower of cost or market. The Company’s mortgage loans are sold to third-party
purchase with anti-fraud, warranty and limited early payment default provisions. When a loan sale settles, the difference between the
selling price and the carrying value of the loan is recorded as revenue in the statement of operations.
Loans
held for sale are pledged as collateral under the Company’s warehouse line of credit. The Company relies substantially on the secondary
mortgage market as all of the loans originated are sold into this market.
Note
4 – Warehouse line of credit
The
Company maintains three warehouse lines of credit agreements with financial institutions with a total written capacity of $18,180,000
at December 31, 2024. At December 31, 2024, the Company had $9,363,751 outstanding under the agreements, which were collateralized by
the Company’s notional amount of mortgage loans held for sale of $9,579,296. Under the agreements, the financial institutions will
advance between 99% and 100% of the committed price of the loan, not to exceed the loan amount. All advances are due upon sale of the
loans collateralizing such advances.
The
lines/facilities may only be used to fund pre sold and pre approved secured real estate loans. The Company uses the lines to fund real
estate loans and then deliver/sell them to an investor (secondary market). The loans are also collateral for the warehouse lines. When
the loans are purchased by an investor, the warehouse bank is repaid immediately. The loans on the warehouse line must be paid off within
45 to 90 days of funding. The lines are renewed on an annual basis.
The
Company is required to maintain certain financial covenants under the provisions of the agreements at December 31, 2024.
Note
5 – Related party transactions
At
December 31, 2024, the Company’s stockholders advanced to the Company, in the amount of $50,000, which is included in
current liabilities.
Note
6 – Note receivable
During
the year, the Company has one loan that management has the intent and ability to hold for the foreseeable future or until maturity or
payoff. The Note receivable has 14% annual fixed interest rate and have maturity through 2025.
F-12
Supplementary
Information in Relation to
the Financial Statements as a Whole
F-13
Constant
Investments, Inc.
Computation
of adjusted net worth
To
determine compliance with
HUD
net worth requirements
Year
Ended December 31, 2024
COMPUTATION OF NET WORTH REQUIRED
FHA servicing portfolio FYE December 31, 2024
$ -
ADD:
FHA Originations
1,081,384
FHA Purchases
-
LESS:
FHA loan originations retained at the fiscal year end
-
FHA purchased retained at the end of fiscal year
-
Total adjusted FHA loan activity
1,081,384
NET WORTH REQUIRED
Minumum net worth required
$ 1,000,000
Additional net worth required
-
Net worth required
$ 1,000,000
NET WORTH
Stockholders equity per the balance sheet
$ 2,138,622
LESS: Unacceptable assets Security deposits
1,663
Adjusted net worth for HUD requirement purposes
2,136,959
Adjusted net worth ABOVE amount required
$ 1,136,959
LIQUIDITY
Cash and cash equivalents
$ 229,026
Required net worth for HUD
1,000,000
Liquidity required (20%)
200,000
Liquidity ABOVE amount required
$ 29,026
See
Independent Auditor’s Report.
F-14
Constant Investments, Inc.
Financial Statements
(With Supplementary Information)
and Independent Auditor’s Report
December 31, 2025
F-15
Constant Investments, Inc.
Index
Page
Independent Auditor’s Report
F-17 - F-18
Financial Statements
Balance Sheets
F-19
Statements of Operations
F-20
Statements of Changes in Stockholder’s Equity
F-21
Statements of Cash Flows
F-22
Notes to Financial Statements
F-23 - F-26
Supplementary Information
Schedules of Computation of Adjusted Net Worth
F-28
F-16
Independent
Auditor’s Report
Board of Directors
Constant Investments, Inc.
Plano, Texas
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements
of Constant Investments, Inc. (the Company), which comprise the balance sheet as of December 31, 2025 and the related statements of operations,
changes in stockholder’s equity and cash flows for the year then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements referred
to above present fairly, in all material respects, the financial position of Constant Investments, Inc. as of December 31, 2025, and the
results of its operations and its cash flows for the year then ended, in accordance with accounting principles generally accepted in the
United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards
generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government
Auditing Standards, issued by the Comptroller General of the United States. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required
to be independent of Constant Investments, Inc. and to meet our other ethical responsibilities, in accordance with the relevant ethical
requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Responsibilities of Management for the Financial
Statements
Management is responsible for the preparation and fair presentation
of these financial statements in accordance with accounting principles generally accepted in the United States of America, and for the
design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required
to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Constant Investments,
Inc.’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
F-17
Auditor’s Responsibilities
for the Audit of Financial Statements
Our objectives are to obtain reasonable
assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance
and therefore is not a guarantee that an audit conducted in accordance with GAAS and
Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that,
individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance
with GAAS and Government Auditing Standards, we:
● Exercise professional judgment and maintain professional skepticism throughout the audit.
● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and
perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements.
● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of Constant Investments, Inc.’s internal control.
Accordingly, no such opinion is expressed.
● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management,
as well as evaluate the overall presentation of the financial statements.
● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about
the Constant Investments, Inc.’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with
those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and
certain internal control related matters that we identified during the audit.
Supplementary Information
Our audits were conducted for the purpose of forming an
opinion on the financial statements as a whole. The accompanying supplementary information (Computation of Adjusted Net Worth) is presented
for purpose of additional analysis as required by the Uniform Financial Reporting
Standard issued by the U.S. Department of Housing and Urban Development, Office of the Inspector General, and is not a required
part of the financial statements.
Such information is the responsibility of management and
was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information
has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including
comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements
or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in
the United States of America. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to
the financial statements as a whole.
Other Reporting Required by Government Auditing
Standards
In accordance with Government
Auditing Standards, we have also issued a report Dated March 30, 2026 on our consideration of Constant Investments, Inc.’s
internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts,
grant agreements, and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial
reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of Constant Investments,
Inc.’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance
with Government Auditing Standards in considering Constant Investments,
Inc.’s internal control over financial reporting and compliance.
/s/ Global First Accounting Group, Inc
March 30, 2026
Los Angeles, California
Kyung Soo Lee – Partner
Global First Accounting Group, Inc
F-18
Constant Investments, Inc.
Balance Sheet
December 31, 2025
Assets
Current assets
Cash and cash equivalents
$ 685,366
Trade account securities
1,786,774
Accounts receivable
143,858
Mortgage loans held for sale
5,208,775
Total current assets
7,824,773
Furniture and equipment
25,427
Allowance for depreciation
(22,112 )
Right-of-use assets
33,396
Allowance for amortization - ROU
(4,174 )
Security deposit
1,663
Total non-current assets
34,200
Total
$ 7,858,973
Liabilities and Stockholder’s Equity
Current liabilities
Accrued expenses
$ 65,986
Income tax payable
17,660
Warehouse lines payable
5,058,228
Due to shareholders
90,000
Current portion of lease liabilities
17,741
Total current liabilities
5,249,615
Long-term lease liabilities
11,554
Total liabilities
5,261,169
Stockholder’s equity
Common stock - no par value, 19,000 authorized; 10,000 shares issued and outstanding - stated value
1,000
Paid in capital
1,415,674
Unrealized gain (loss) on equity securities
181,606
Retained earnings
999,524
Total stockholder’s equity
2,597,804
Total
$ 7,858,973
The accompanying notes to the financial statements are an integral
part of these financial statements
F-19
Constant Investments, Inc.
Statements of Operations
Year
Ended December 31, 2025
Revenue
Loan fees and gain on sale of mortgage loans
$ 3,218,560
Interest income
379,193
Total revenues
3,597,753
Expenses
Advertising and promotion
14,600
Commission and direct loan costs
2,298,671
Salaries and payroll taxes
735,764
Office and administration costs
408,978
Rent expenses
72,570
Insurance
25,678
Professional services
22,394
Total expenses
3,578,655
Income (loss) from operations
19,098
Other income (expense):
Dividend and interest income
60,378
Investment expenses
Income (loss) before income taxes
79,476
Provision for income taxes
14,700
Net Income (loss)
$ 64,776
The accompanying notes to the financial statements are an integral
part of these financial statements
F-20
Constant Investments, Inc.
Statements of Changes In Stockholder’s
Equity
Year Ended December 31, 2025
Common
Stock
Paid-In
Capital
Unrealized
Gain (Loss)
Retained
Earnings
Total
Balance at December 31, 2024
$ 1,000
$ 1,202,874
$ -
$ 934,748
$ 2,138,622
Capital Contribution
212,800
212,800
Stockholder distribution
-
Unrealized Gain (Loss)
181,606
181,606
Net Income
64,776
64,776
Balance at December 31, 2025
$ 1,000
$ 1,415,674
$ 181,606
$ 999,524
$ 2,597,804
The accompanying notes to the financial
statements are an integral part of these financial statements
F-21
Constant Investments, Inc.
Statements
of Cash Flows
Year Ended December 31, 2025
Cash flows from operating activities
Net income
$ 64,776
Adjustments to reconcile net Income to net cash provided (used) in operating activities
Depreciation and amortization
3,738
Amortization expense - ROU assets
4,174
Repayment of ROU lease liabilities
(4,100 )
Accounts receivable
101,054
Mortgage loans held for sale
4,370,521
Security deposit
-
Accrued expenses
(268,920 )
Income tax payable
(14,340 )
Warehouse line payable
(4,305,523 )
Net cash provided (used) in operating activities
(48,620 )
Cash flows from investing activities
Note receivable
243,789
Trade account securities
8,371
Net cash provided (used) in investing activities
252,160
Cash flows from financing activities
Capital contribution
212,800
Due to shareholders
40,000
Net cash provided (used) by financing activities
252,800
Net increase (decrease) in cash
456,340
Cash, beginning of year
229,026
Cash, end of year
$ 685,366
Supplemental disclosure of cash flow information
Taxes paid
$ 29,040
Interest paid
$ -
The accompanying notes to the financial
statements are an integral part of these financial statements
F-22
Constant Investments, Inc.
Notes to Financial Statements
December 31, 2025
Note 1 - Business and summary
of significant accounting policies
Business
Constant Investments, Inc. (the “Company”)
is a California Corporation. The Company was incorporated in 2011 and is based in Plano, Texas. The Company operates under a DBA Mortgage
One Group.
The Company is engaged as a mortgage
lender that funds and processes financing and refinancing of real estate loans and sells them to investors.
Licensing
and regulations
The Company is regulated by California,
Texas, and other various states’ Division of Real Estate, Nationwide Multistate Licensing System (NMLS) and the United States Department
of Housing and Urban Development (“HUD”). HUD requires the Company to conform to certain net worth, liquid assets and other
conditions and requirements and to follow certain specific regulations issued from time to time by HUD.
Cash
and equivalents
Cash and cash equivalents include
cash on hand and cash in checking and savings accounts with banks. All unrestricted liquid short-term investments and certificate of deposit
with a maturity of three months or less are considered cash equivalents. The Company maintains its cash accounts at major financial institutions
that are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. During the year ended December 31,
2025, the Company had cash deposits in excess of the FDIC insurance limits. However, the Company has not experienced any losses in such
accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.
Trade
Account Securities
The Company invested in stocks and bonds of publicly traded
companies, with fair market value of $1,786,774.
Property
and equipment
Property and equipment are stated
at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method based on the estimated
useful lives of the assets, generally ranging from three to seven years. Expenditures for major renewals and improvements that extend
the useful lives of property and equipment are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred.
Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the
lease term. For the years ended December 31, 2025, depreciation and amortization expense was $3,738.
Revenue
recognition
The Company assists individuals and
others in obtaining long term trust deed (mortgage) financing. Revenue is recognized upon the loan is funded. Any offsetting costs or
expenses are also recognized when the loans are funded. Gain or loss on the sale of loans held for sale is recognized at the time of the
sale of the loan and is included in revenue.
Accounts
receivable
Accounts receivable consists of fees earned on loans that
have been funded prior to year end.
Loan
loss obligations
The Company sells loans it originates to investors without
recourse so that the risk of loss or default by the borrower is generally transferred to the investor. However, the Company is required
by these investors to make certain representations relating to credit information, loan documentation and collateral. To the extent the
Company does not comply with such representations, the Company may be required to repurchase loans or indemnify the investors for any
losses from borrower defaults. If this were to occur, the Company’s financial condition would be severely impacted. As of the audit date,
no event that would severely impact the financial condition of the Company has occurred.
F-23
Constant
Investments, Inc.
Notes
to Financial Statements
December 31, 2025
Market
risk
The
Company originated the majority of its mortgage loans in the State of California. The concentration of mortgage loans originated
in California increases the risk that any adverse economic, regulatory or other developments that may occur in California may adversely
affect the Company’s results of operations or financial condition.
The Company generates the vast majority
of its revenue from the origination of mortgage loans. Although the Company’s management closely monitors market conditions, such activities
are sensitive to fluctuations in prevailing interest rates and real estate markets, and any significant adverse changes in prevailing
interest rates or real estate markets could have an adverse impact on the Company’s results of operations or financial condition.
Evidence
of ownership interest in an entity
Common stock is a financial instrument that is evidence
of ownership interest in an entity. Other evidences include preferred stock, partnership agreements, certificates of interest or participation,
or warrants or options to subscribe to or purchase stock from the issuing entity. The Company has not issued any preferred stock, partnership
agreements, certificates of interest or participation, or warrants or options to subscribe to or purchase stock from the issuing entity.
Advertising
and promotion
Advertising costs are expensed as incurred. Advertising
expense was $14,600 for the year ended December 31, 2025.
Income
taxes
The stockholder of the Company has revoked election to
be taxed as a sub-chapter S Corporation and the Company files its federal and state income tax returns as C Corporation beginning January
1, 2024. Provisions for income taxes are based on taxes payable or refundable for the current year and changes in deferred taxes. Deferred
taxes result from temporary differences between the amount of taxable income and pre-tax financial income and between tax bases of assets
and liabilities and in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax
assets and liabilities are expected to be realized or settled. When it is deemed necessary, a valuation allowance is established to reduce
a deferred tax asset to the amount expected to be realized. When the effect of the deferred taxes is not material, no deferred tax provision
is accrued.
The Company recognizes the tax benefit
from uncertain tax positions only if it is more likely than not the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. Base on its evaluation, the Company has concluded that there are no significant uncertain
tax positions requiring recognition in the financial statements.
When necessary, the Company recognizes
interest and penalties associated with tax matters as part of operating expenses and includes accrued interest and penalties with accrued
expenses in the balance sheet. No such interest or penalties were recognized during the years ended December 31, 2025.
The income tax provision (benefit)
for the year ended December 31, 2025 was as follows:
Current tax expense
Federal
$ 10,000
State
$ 4,700
Total
$ 14,700
Deferred tax expense (benefit)
Federal
$ 0
State
$ 0
Total
$ 0
Tax provision
$ 14,700
Use
of estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Subsequent
events
The Company has evaluated subsequent
events through March 30, 2026, which is the date the financial statements were available to be issued. No recognized or non-recognized
subsequent events were noted.
F-24
Constant Investments, Inc.
Notes to Financial Statements
December 31, 2025
Leases
Leases are recognized as a right-of-use
asset and a corresponding lease liability at the date at which the leased asset is available for use. Each lease payment is allocated
between the lease liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant
periodic rate of interest on the remaining balance of the lease liability for each period. The right-of-use asset is depreciated over
the shorter of the asset’s life and the lease term on a straight-line basis.
Lease payments included in the measurement
of the lease liability include the net present value of the following:
● Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
● Variable lease payments that are based on an index or a rate;
● Amounts expected to be payable by the lessee under residual value guarantee;
● The exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
● Payments of penalties for terminating the lease if the lease term reflects the lessee exercising that option.
The lease payments are discounted
using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used.
The incremental borrowing rate is the rate that the lessee would have to pay to borrow at prevailing interest rates, market precedents
and the Company’s specific credit spread on similar terms and security.
Short-term leases (less than 12 months)
or low value assets are recorded as an expense on a straight-line basis.
Right-of-use assets are initially
measured at cost, comprising the following:
● The amount of the initial measurement of the lease liability,
● Any lease payments made at or before the commencement date less any lease incentives received,
● Any initial direct costs; and
● Restoration costs.
The right-of-use assets are typically
depreciated on a straight-line basis over the lease term, unless the Company expects to obtain ownership of the leased asset at the end
of the lease. The lease term consists of:
● The non-cancellable period of the lease,
● Periods covered by options to extend the lease, where we are reasonably certain to exercise the option; and
● Periods covered by options to terminate the lease, where we are reasonably certain not to exercise the option.
If the Company expects to obtain ownership of the leased
asset at the end of the lease, then the Company depreciates the right-of-use asset over the underlying asset’s estimated useful
life. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease
liability.
F-25
Constant Investments, Inc.
Notes to Financial Statements
December 31, 2025
Note
2 – Leases
Operating
leases
The Company leases its office spaces under noncancelable
lease agreements. The agreements expiration dates ranging from month to month basis to September 2027. The Company’s weighted average
discount rate for its leases is 6.5%.
Right of use asset, net of amortization, and lease liability
as of December 31, 2025 are as follows:
Right-of-use asset, net of amortization
$ 29,222
Lease liabilities (current)
17,741
Lease liabilities ( non-current)
11,554
The following is a schedule of the Company’s future
minimum annual lease commitments under noncancelable operating leases for the five years subsequent to December 31, 2025 as thereafter:
Year Ending December 31,
2026
17,756
2027
13,317
Total lease payments
31,073
Less discount for net present value
(1,778 )
Present value of lease liabilities
$ 29,295
Note 3 – Mortgage loans held for sales
The Company originates all of its
residential real estate loans with the intent to sell them in the secondary market. Loans held for sale consist primarily of residential
first and second mortgage loans that are secured by residential real estate throughout California.
The Company records mortgage loans
held for sale at the lower of cost or market. The Company’s mortgage loans are sold to third-party purchase with anti-fraud, warranty
and limited early payment default provisions. When a loan sale settles, the difference between the selling price and the carrying value
of the loan is recorded as revenue in the statement of operations.
Loans held for sale are pledged as
collateral under the Company’s warehouse line of credit. The Company relies substantially on the secondary mortgage market as all
of the loans originated are sold into this market.
Note 4 – Warehouse line of credit
The Company maintains two warehouse
lines of credit agreements with financial institutions with a total written capacity of $18,000,000 at December 31, 2025. At December
31, 2025, the Company had $5,058,228 outstanding under the agreements, which were collateralized by the Company’s notional amount
of mortgage loans held for sale of $5,208,775. Under the agreements, the financial institutions will advance between 99% and 100% of the
committed price of the loan, not to exceed the loan amount. All advances are due upon sale of the loans collateralizing such advances.
The lines/facilities may only be used
to fund pre sold and pre approved secured real estate loans. The Company uses the lines to fund real estate loans and then deliver/sell
them to an investor (secondary market). The loans are also collateral for the warehouse lines. When the loans are purchased by an investor,
the warehouse bank is repaid immediately. The loans on the warehouse line must be paid off within 45 to 90 days of funding. The lines
are renewed on an annual basis.
The Company is required to maintain
certain financial covenants under the provisions of the agreements at December 31, 2025.
Note 5 – Related party transactions
At December 31, 2025, the Company’s
stockholders advanced to the Company, in the amount of $90,000, which is included in current liabilities.
F-26
Supplementary Information in Relation to
the Financial Statements as a Whole
F-27
Constant Investments, Inc.
Computation of adjusted net worth
To determine compliance with
HUD net worth requirements
Year Ended December 31, 2025
COMPUTATION OF NET WORTH REQUIRED
FHA servicing portfolio FYE December 31, 2025
$ -
ADD:
FHA Originations
-
FHA Purchases
-
LESS:
FHA loan originations retained at the fiscal year end
-
FHA purchased retained at the end of fiscal year
-
Total adjusted FHA loan activity
-
NET WORTH REQUIRED
Minumum net worth required
$ 1,000,000
Additional net worth required
-
Net worth required
$ 1,000,000
NET WORTH
Stockholders equity per the balance sheet
$ 2,597,804
LESS: Unacceptable assets
Security deposits
1,663
Adjusted net worth for HUD requirement purposes
2,596,141
Adjusted net worth ABOVE amount required
$ 1,596,141
LIQUIDITY
Cash and cash equivalents
$ 685,366
Required net worth for HUD
1,000,000
Liquidity required (20%)
200,000
Liquidity ABOVE amount required
$ 485,366
See Independent Auditor’s Report.
F-28
EX-99.2 — UNAUDITED INTERIM FINANCIAL STATEMENTS OF CONSTANT INVESTMENTS, INC. AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2026
EX-99.2
Filename: ea030509501ex99-2.htm · Sequence: 3
Exhibit 99.2
Constant Investments, Inc.
Balance Sheets
June 30, 2026 and 2025
(Unaudited)
June 30,
2026
2025
Assets
Current assets
Cash and cash equivalents
$ 756,803
$ 1,204,752
Trade account securities
2,024,423
1,716,702
Accounts receivable
47,228
244,912
Note receivable
-
143,789
Mortgage loans held for sale
3,845,482
10,656,571
Total current assets
6,673,936
13,966,726
Non-current assets
Furniture and equipment
25,427
25,427
Allowance for depreciation
(23,769 )
(20,031 )
Right-of-use assets
33,396
-
Allowance for amortization - ROU
(12,523 )
-
Security deposit
1,663
1,663
Total non-current assets
24,194
7,059
Total assets
$ 6,698,130
$ 13,973,785
Liabilities and Stockholders’ Equity
Current liabilities
Accrued expenses
$ 256,928
$ 339,418
Income tax payable
18,460
32,800
Warehouse lines payable
3,727,001
10,414,149
Due to shareholders
20,000
700,000
Current portion of lease liabilities
16,870
-
Total current liabilities
4,039,259
11,486,367
Non-current liabilities
Long-term lease liabilities
4,391
-
Total non-current liabilities
4,391
-
Total liabilities
4,043,650
11,486,367
Stockholders’ equity
Common stock - no par value, 19,000 authorized; 10,000 shares issued and outstanding - stated value
1,000
1,000
Paid-in capital
1,445,674
1,415,674
Unrealized gain (loss) on equity securities
482,185
149,872
Retained earnings
725,621
920,872
Total stockholders’ equity
2,654,480
2,487,418
Total liabilities and stockholders’ equity
$ 6,698,130
$ 13,973,785
The accompanying notes to the financial statements are an
integral part of these financial statements.
F-1
Constant Investments, Inc.
Statements of Operations
For the Six Months Ended
June 30, 2026 and 2025
(Unaudited)
Six Months Ended
June 30,
2026
2025
Revenue
Loan fees and gain on sale of mortgage loans
$ 1,308,589
$ 1,598,391
Interest income
48,427
147,078
Total revenues
1,357,016
1,745,469
Expenses
Advertising and promotion
4,800
7,800
Commission and direct loan costs
1,056,863
1,229,972
Salaries and payroll taxes
322,831
333,209
Office and administration costs
189,462
145,935
Rent expenses
38,952
29,657
Insurance
16,550
8,448
Professional services
11,410
13,900
Total expenses
1,640,868
1,768,921
Loss from operations
(283,852 )
(23,452 )
Other income
Dividend and interest income
10,749
10,376
Total other income
10,749
10,376
Loss before income taxes
(273,103 )
(13,076 )
Provision for income taxes
800
800
Net loss
$ (273,903 )
$ (13,876 )
The accompanying notes to the financial
statements are an integral part of these financial statements.
F-2
Constant Investments, Inc.
Statements of Changes in Stockholders’
Equity
For the Six Months Ended June 30,
2026 and 2025
(Unaudited)
Common
Stock
Paid-In
Capital
Unrealized
Gain
(Loss)
Retained
Earnings
Total
Balance at December 31, 2024
$ 1,000
$ 1,202,874
$ -
$ 934,748
$ 2,138,622
Capital contribution
-
212,800
-
-
212,800
Unrealized gain (loss)
-
-
149,872
-
149,872
Net loss
-
-
-
(13,876 )
(13,876 )
Balance at June 30, 2025
$ 1,000
$ 1,415,674
$ 149,872
$ 920,872
$ 2,487,418
Balance at December 31, 2025
$ 1,000
$ 1,415,674
$ 181,606
$ 999,524
$ 2,597,804
Capital contribution
-
30,000
-
-
30,000
Unrealized gain (loss)
-
-
300,579
-
300,579
Net loss
-
-
-
(273,903 )
(273,903 )
Balance at June 30, 2026
$ 1,000
$ 1,445,674
$ 482,185
$ 725,621
$ 2,654,480
The accompanying notes to the financial
statements are an integral part of these financial statements.
F-3
Constant Investments, Inc.
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
$ (273,903 )
$ (13,876 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
1,657
1,657
Amortization expense - ROU assets
8,349
-
Repayment of ROU lease liabilities
(8,034 )
-
Accounts receivable
96,630
-
Mortgage loans held for sale
1,363,293
(1,077,275 )
Accrued expenses
190,942
4,513
Income tax payable
800
800
Warehouse line payable
(1,331,227 )
1,050,398
Net cash provided by (used in) operating activities
48,507
(33,783 )
Cash flows from investing activities
Note receivable
-
100,000
Trade account securities
62,930
46,709
Net cash provided by investing activities
62,930
146,709
Cash flows from financing activities
Capital contribution
30,000
212,800
Due to shareholders
(70,000 )
650,000
Net cash provided by (used in) financing activities
(40,000 )
862,800
Net increase in cash
71,437
975,726
Cash, beginning of period
685,366
229,026
Cash, end of period
$ 756,803
$ 1,204,752
Supplemental disclosure of cash flow information
Taxes paid
$ 2,198
$ 2,207
Interest paid
$ -
$ -
The accompanying notes to the financial
statements are an integral part of these financial statements.
F-4
Constant Investments,
Inc.
Notes to Financial
Statements
June 30, 2026 and 2025
Note 1 – Business and Summary of Significant
Accounting Policies
Business
Constant Investments, Inc. (the “Company”)
was originally incorporated in California in 2011 and converted to a Texas corporation in August 2025. The Company subsequently registered
to do business in California as an out-of-state corporation. The Company does business as Mortgage One Group.
The Company is engaged as a mortgage lender that
funds and processes financing and refinancing of real estate loans and sells them to investors.
Licensing and regulations
The Company is regulated by applicable state regulatory
agencies, the Nationwide Multistate Licensing System (“NMLS”), and the United States Department of Housing and Urban Development
(“HUD”). The Company holds mortgage licenses in various states as required for its operations. HUD requires the Company to
conform to certain net worth, liquid asset and other conditions and requirements and to follow certain specific regulations issued from
time to time by HUD.
Cash and cash equivalents
Cash and cash equivalents include cash on hand
and cash in checking and savings accounts with banks. All unrestricted liquid short-term investments and certificates of deposit with
a maturity of three months or less are considered cash equivalents. The Company maintains its cash accounts at major financial institutions,
where deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to applicable insured limits. At times,
the Company may have cash deposits in excess of FDIC insurance limits. The Company has not experienced any losses in such accounts and
believes it is not exposed to any significant credit risk on cash and cash equivalents.
Trade account securities
The Company invests in marketable securities of
publicly traded companies. The fair values of trade account securities were $2,024,423 and $1,716,702 as of June 30, 2026 and 2025, respectively.
Property and equipment
Property and equipment are stated at cost, less
accumulated depreciation and amortization. Depreciation is computed using the straight-line method based on the estimated useful lives
of the assets, generally ranging from three to seven years. Expenditures for major renewals and improvements that extend the useful lives
of property and equipment are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. Leasehold improvements
are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. Depreciation
expense was approximately $1,657 for each of the six months ended June 30, 2026 and 2025.
F-5
Revenue recognition
The Company assists individuals and others in
obtaining long-term trust deed (mortgage) financing. Revenue is recognized when the loan is funded. Any offsetting costs or expenses are
also recognized when the loans are funded. Gain or loss on the sale of loans held for sale is recognized at the time of the sale of the
loan and is included in revenue.
Accounts receivable
Accounts receivable consists of fees earned on
loans that have been funded prior to the reporting date.
Loan loss obligations
The Company sells loans it originates to investors
without recourse so that the risk of loss or default by the borrower is generally transferred to the investor. However, the Company is
required by these investors to make certain representations relating to credit information, loan documentation and collateral. To the
extent the Company does not comply with such representations, the Company may be required to repurchase loans or indemnify the investors
for any losses from borrower defaults. As of June 30, 2026 and 2025, no amounts had been accrued for such obligations.
Market risk
The Company originates a significant portion of
its mortgage loans in California. The concentration of mortgage loans originated in California increases the risk that any adverse economic,
regulatory or other developments affecting the California market may adversely affect the Company’s results of operations or financial
condition.
The Company generates a substantial portion of
its revenue from the origination of mortgage loans. Although the Company’s management closely monitors market conditions, such activities
are sensitive to fluctuations in prevailing interest rates and real estate markets, and any significant adverse changes in prevailing
interest rates or real estate markets could have an adverse impact on the Company’s results of operations or financial condition.
Evidence of ownership interest in an entity
Common stock is a financial instrument that is
evidence of ownership interest in an entity. Other evidence includes preferred stock, partnership agreements, certificates of interest
or participation, or warrants or options to subscribe to or purchase stock from the issuing entity. The Company has not issued any preferred
stock, partnership agreements, certificates of interest or participation, or warrants or options to subscribe to or purchase stock from
the issuing entity.
Advertising and promotion
Advertising costs are expensed as incurred. Advertising
expense was $4,800 and $7,800 for the six months ended June 30, 2026 and 2025, respectively.
Income taxes
The stockholders of the Company revoked the election
to be taxed as a sub-chapter S Corporation, and the Company files its federal and applicable state income tax returns as a C Corporation
beginning January 1, 2024. Provisions for income taxes are based on taxes payable or refundable for the current period and changes in
deferred taxes. Deferred taxes result from temporary differences between the amount of taxable income and pre-tax financial income and
between tax bases of assets and liabilities and their financial statement amounts at currently enacted income tax rates applicable to
the periods in which the deferred tax assets and liabilities are expected to be realized or settled. When it is deemed necessary, a valuation
allowance is established to reduce a deferred tax asset to the amount expected to be realized. When the effect of the deferred taxes is
not material, no deferred tax provision is accrued.
F-6
The Company recognizes the tax benefit from uncertain
tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based
on the technical merits of the position. Based on its evaluation, the Company has concluded that there are no significant uncertain tax
positions requiring recognition in the financial statements.
When necessary, the Company recognizes interest
and penalties associated with tax matters as part of operating expenses and includes accrued interest and penalties with accrued expenses
in the balance sheets. No such interest or penalties were recognized during the six months ended June 30, 2026 and 2025.
The provision for income taxes for each of the
six months ended June 30, 2026 and 2025 was $800, representing the California minimum franchise tax. No federal current income tax provision
was recorded for either period. No deferred tax provision was recorded as the effect was not considered material.
Use of estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Leases
The Company accounts for its leases in accordance
with ASC Topic 842, “Leases.” Leases are recognized as a right-of-use asset and a corresponding lease liability at the date
at which the leased asset is available for use. For operating leases, lease expense is recognized on a straight-line basis over the lease
term. The lease liability is reduced as lease payments are made, and the right-of-use asset is amortized such that total lease expense
is recognized on a straight-line basis over the lease term.
Lease payments included in the measurement of
the lease liability include the following:
● Fixed payments (including in-substance fixed
payments), less any lease incentives receivable;
● Variable lease payments that are based on an
index or a rate;
● Amounts expected to be payable by the Company
under residual value guarantees;
● The exercise price of a purchase option if the
Company is reasonably certain to exercise that option; and
● Payments of penalties for terminating the lease
if the lease term reflects the Company exercising that option.
The lease payments are discounted using the interest
rate implicit in the lease. If that rate cannot be readily determined, the Company uses its incremental borrowing rate, which represents
the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment.
F-7
Short-term leases with a lease term of twelve
months or less are recorded as expense on a straight-line basis over the lease term.
Right-of-use assets are initially measured based
on the following:
● The amount of the initial measurement of the
lease liability;
● Any lease payments made at or before the commencement
date, less any lease incentives received; and
● Any initial direct costs.
The lease term generally consists of:
● The non-cancellable period of the lease;
● Periods covered by options to extend the lease
when the Company is reasonably certain to exercise the option; and
● Periods covered by options to terminate the lease
when the Company is reasonably certain not to exercise the option.
Note 2 – Leases
Operating leases
The Company leases office space under a noncancelable
operating lease agreement. The lease agreement expires in September 2027. The Company’s weighted average discount rate for its operating
lease is 6.5%.
Right-of-use asset, net of amortization, and lease
liabilities as of June 30, 2026 were as follows:
Right-of-use asset, net of amortization
$ 20,873
Lease liabilities (current)
16,870
Lease liabilities (non-current)
4,391
The following is a schedule of the Company’s
future minimum lease payments under its noncancelable operating lease subsequent to June 30, 2026:
Six months ending December 31, 2026
$ 8,878
Year ending December 31, 2027
13,317
Total lease payments
22,195
Less: discount for net present value
(934 )
Present value of lease liabilities
$ 21,261
The Company had no right-of-use assets or lease
liabilities as of June 30, 2025.
Note 3 – Mortgage loans held for sale
The Company originates residential real estate
loans with the intent to sell them in the secondary market. Loans held for sale consist primarily of residential first and second mortgage
loans secured by residential real estate.
F-8
The Company records mortgage loans held for sale
at the lower of cost or fair value. The Company’s mortgage loans are sold to third-party purchasers with anti-fraud, warranty and
limited early payment default provisions. When a loan sale settles, the difference between the selling price and the carrying value of
the loan is recorded as revenue in the statements of operations. Mortgage loans held for sale were $3,845,482 and $10,656,571 as of June
30, 2026 and 2025, respectively.
Loans held for sale are pledged as collateral
under the Company’s warehouse lines of credit. The Company relies substantially on the secondary mortgage market as substantially
all loans originated are sold into this market.
Note 4 – Warehouse line of credit
The Company had two warehouse line of credit agreements
with financial institutions with stated aggregate borrowing capacity of $18,000,000. At June 30, 2026 and 2025, the Company had $3,727,001
and $10,414,149, respectively, outstanding under the agreements, which were collateralized by the Company’s mortgage loans held
for sale of $3,845,482 and $10,656,571, respectively. Under the agreements, the financial institutions will advance between 99% and 100%
of the committed price of the loan, not to exceed the loan amount. All advances are due upon sale of the loans collateralizing such advances.
The lines/facilities may only be used to fund
pre-sold and pre-approved secured real estate loans. The Company uses the lines to fund real estate loans and then delivers and sells
them to investors in the secondary market. The loans are also collateral for the warehouse lines. When the loans are purchased by an investor,
the warehouse bank is repaid immediately. The loans on the warehouse line must be paid off within 45 to 90 days of funding. The lines
are generally renewed on an annual basis. The Open Bank warehouse facility had a stated maturity date of June 23, 2026 and remained outstanding
as of June 30, 2026 while renewal was pending.
The Company is required to maintain certain financial
covenants under the provisions of the agreements.
Note 5 – Related party transactions
At June 30, 2026 and 2025, amounts due to the
Company’s stockholders were $20,000 and $700,000, respectively, and are included in current liabilities.
Note 6 – Note receivable
At June 30, 2025, the Company had a note receivable
from an unrelated third party in the amount of $143,789. There was no note receivable outstanding as of June 30, 2026.
Note 7 – Subsequent events
The Company evaluated subsequent events through
September 10, 2026, the date the financial statements were available to be issued.
On July 1, 2026, Linkhome Holdings Inc. (“Linkhome”)
completed the acquisition of all of the issued and outstanding shares of the Company pursuant to a Stock Purchase Agreement. The aggregate
consideration consisted of 300,000 shares of Linkhome common stock issued at closing and the sellers’ right to receive contingent
cash consideration of up to $750,000, subject to the terms and conditions of the Stock Purchase Agreement. As a result of the transaction,
the Company became a wholly owned subsidiary of Linkhome.
Subsequent to the acquisition, the Company’s
two warehouse lines of credit were suspended while the respective financial institutions reviewed the change in ownership. As of the date
these financial statements were available to be issued, the Open Bank facility was in the process of renewal and the Hanmi Bank facility
remained under review.
F-9
EX-99.3 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF LINKHOME HOLDINGS INC. AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2025 AND AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026
EX-99.3
Filename: ea030509501ex99-3.htm · Sequence: 4
Exhibit 99.3
LINKHOME HOLDINGS INC. AND SUBSIDIARY
UNAUDITED PRO FORMA CONSOLIDATED BALANCE
SHEETS
AS OF JUNE 30, 2026
Linkhome Holdings
Inc. and Subsidiary
Constant
Investments,
Inc.
Pro Forma
Adjustments
Note 3
Pro Forma
Consolidated
Assets
Current Assets
Cash and cash equivalents
$ 5,102,528
$ 756,803
$ -
$ 5,859,331
Investments - trading securities
258,946
2,024,423
-
2,283,369
Accounts receivable
300
47,228
-
47,528
Advances to contractors
64,291
-
-
64,291
Prepayments and other receivables
274,267
-
(198,000 )
1
76,267
Mortgage loans held for sale
-
3,845,482
-
3,845,482
Total Current Assets
5,700,332
6,673,936
(198,000 )
12,176,268
Noncurrent Assets
Property and equipment, net
298,255
1,658
-
299,913
Operating lease right-of-use assets, net
1,154,423
20,873
-
1,175,296
Intangible assets, net
508,103
-
-
508,103
Deferred tax assets, net
71,662
-
-
71,662
Investment under cost method
50,000
-
-
50,000
Long-term prepaid expenses, net
550,125
-
-
550,125
Security deposits
33,254
1,663
-
34,917
Total Noncurrent Assets
2,665,822
24,194
-
2,690,016
Total Assets
$ 8,366,154
$ 6,698,130
$ (198,000 )
$ 14,866,284
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable
$ 4,300
$ -
$ -
$ 4,300
Auto loan payable, current
8,908
-
-
8,908
Operating lease liabilities, current
113,687
16,870
-
130,557
Warehouse lines payable
-
3,727,001
-
3,727,001
Other current liabilities
434,345
275,388
-
709,733
Due to related parties
-
20,000
-
20,000
Total Current Liabilities
561,240
4,039,259
-
4,600,499
Noncurrent Liabilities
Auto loan payable, noncurrent
22,226
-
-
22,226
Operating lease liabilities, noncurrent
208,427
4,391
-
212,818
Total Noncurrent Liabilities
230,653
4,391
-
235,044
Total Liabilities
791,893
4,043,650
-
4,835,543
Commitments and Contingencies
Stockholders’ Equity
Common stock
16,530
1,000
(1,000 )
2
16,530
Additional paid-in capital
6,587,542
1,445,674
(821,674 )
1, 2
7,211,542
Unrealized gain on equity securities
-
482,185
(482,185 )
2
-
Retained earnings
970,189
725,621
1,106,859
2, 3
2,802,669
Total Stockholders’ Equity
7,574,261
2,654,480
(198,000 )
10,030,741
Total Liabilities and Stockholders’ Equity
$ 8,366,154
$ 6,698,130
$ (198,000 )
$ 14,866,284
See accompanying notes to pro forma consolidated financial statements.
1
LINKHOME HOLDINGS INC. AND SUBSIDIARY
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS
OF OPERATIONS
FOR THE YEAR ENDED DECEMBER
31, 2025
Linkhome Holdings
Inc. and Subsidiary
Constant
Investments, Inc.
Pro Forma
Adjustments
Note 3
Pro Forma
Consolidated
Net Revenues
$ 20,994,347
$ 3,597,753
$ -
$ 24,592,100
Cost of Revenues
20,221,330
2,298,671
-
22,520,001
Gross Profit
773,017
1,299,082
-
2,072,099
Operating Expenses
Selling expenses
34,141
14,600
-
48,741
General and administrative expenses
662,444
1,265,384
344,979
4
2,272,807
Total Operating Expenses
696,585
1,279,984
344,979
2,321,548
Operating Income (Loss)
76,432
19,098
(344,979 )
(249,449 )
Other Income (Expenses)
Interest income
19,995
-
-
19,995
Interest expense
(4,892 )
-
-
(4,892 )
Realized loss on trading securities
(2,651 )
-
-
(2,651 )
Other income, net
37,323
60,378
-
97,701
Total Other Income, Net
49,775
60,378
-
110,153
Income (Loss) before Income Taxes
126,207
79,476
(344,979 )
(139,296 )
Income Tax Expense (Benefit)
51,333
14,700
(96,538 )
5
(30,505 )
Net Income (Loss)
$ 74,874
$ 64,776
$ (248,441 )
$ (108,791 )
Earnings (Loss) per Share – Basic and Diluted
$ 0.00
$ -
$ -
$ (0.01 )
Weighted Average Number of Common Stock Outstanding – Basic and Diluted
15,216,699
-
300,000
6
15,516,699
See accompanying notes to pro forma consolidated financial
statements.
2
LINKHOME HOLDINGS INC. AND SUBSIDIARY
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
Linkhome Holdings
Inc. and Subsidiary
Constant
Investments,
Inc.
Pro Forma
Adjustments
Note 3
Pro Forma
Consolidated
Net Revenues
$ 10,319,247
$ 1,357,016
$ -
$ 11,676,263
Cost of Revenues
9,974,500
1,056,863
-
11,031,363
Gross Profit
344,747
300,153
-
644,900
Operating Expenses
Selling expenses
24,153
4,800
-
28,953
General and administrative expenses
732,201
579,205
158,377
4
1,469,783
Total Operating Expenses
756,354
584,005
158,377
1,498,736
Operating Loss
(411,607 )
(283,852 )
(158,377 )
(853,836 )
Other Income (Expenses)
Interest income
35,436
-
-
35,436
Interest expense
(1,062 )
-
-
(1,062 )
Realized gain on trading securities
20,005
-
-
20,005
Unrealized loss on trading securities
(19,111 )
-
-
(19,111 )
Other income, net
45,714
10,749
-
56,463
Total Other Income, Net
80,982
10,749
-
91,731
Loss before Income Taxes
(330,625 )
(273,103 )
(158,377 )
(762,105 )
Income Tax (Benefit) Expense
(67,450 )
800
(44,320 )
5
(110,970 )
Net Loss
$ (263,175 )
$ (273,903 )
$ (114,057 )
$ (651,135 )
Loss per Share – Basic and Diluted
$ (0.02 )
$ -
$ -
$ (0.04 )
Weighted Average Number of Common Stock Outstanding – Basic and Diluted
16,231,657
-
298,343
6
16,530,000
See accompanying notes to pro forma consolidated financial statements.
3
LINKHOME HOLDINGS INC. AND SUBSIDIARY
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 1 – INTRODUCTION
On July
1, 2026, Linkhome Holdings Inc. (“Linkhome” or the “Company”) completed the acquisition of all of the issued and
outstanding shares of Constant Investments, Inc., doing business as Mortgage One Group (“Constant”), pursuant to a Stock Purchase
Agreement dated May 8, 2026, as amended on May 12, 2026 (the “Acquisition”). As a result of the Acquisition, Constant became
a wholly owned subsidiary of Linkhome.
The consideration
for the Acquisition included 300,000 shares of Linkhome common stock and a contingent cash earnout of up to $750,000 based on the post-closing
performance of Constant’s mortgage origination business over a two-year period. In connection with the Acquisition, Linkhome also
entered into consulting agreements with the former shareholders of Constant providing for aggregate consulting compensation of $250,000
over the two-year post-closing period. The consulting compensation is separate from the purchase consideration.
NOTE 2 - BASIS OF PRESENTATION
The accompanying
unaudited pro forma consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and give effect
to the Acquisition using the acquisition method of accounting under Accounting Standards Codification Topic 805, Business Combinations
(“ASC 805”), with Linkhome as the accounting acquirer.
The unaudited
pro forma consolidated balance sheet as of June 30, 2026 gives effect to the Acquisition as if it had occurred on June 30, 2026. The unaudited
pro forma consolidated statements of operations for the year ended December 31, 2025 and the six months ended June 30, 2026 give effect
to the Acquisition as if it had occurred on January 1, 2025.
The pro
forma adjustments are preliminary and are based on information currently available and assumptions that management believes are reasonable.
The preliminary purchase price allocation is based on currently available information, including the historical carrying amounts of Constant’s
assets and liabilities, which have been used as preliminary estimates of their acquisition-date fair values. The Company has not completed
the valuation of the assets acquired and liabilities assumed, including potential identifiable intangible assets and related income tax
effects. Accordingly, the final purchase price allocation may differ materially from the amounts reflected in the unaudited pro forma
consolidated financial statements. Certain historical financial statement line items of Constant have been reclassified to conform to
Linkhome’s presentation.
The unaudited
pro forma consolidated financial statements are presented for informational purposes only and are not necessarily indicative of the financial
position or results of operations that would have been realized had the Acquisition occurred on the dates indicated, nor are they necessarily
indicative of the future financial position or results of operations of the combined company.
4
NOTE
3 – PRO FORMA ADJUSTMENTS
The following
adjustments were made in the preparation of the unaudited pro forma consolidated financial statements:
(1) Represents the elimination of prepaid acquisition consideration
previously recorded by Linkhome and the adjustment of the 300,000 shares of Linkhome common stock issued in connection with the Acquisition
to reflect their preliminary acquisition-date fair value based on the quoted market price of Linkhome’s common stock on July 1,
2026.
(2) Represents the elimination of Constant’s historical stockholders’
equity in connection with the Acquisition.
(3) Represents the preliminary bargain purchase gain arising from the
excess of the preliminary fair value of net identifiable assets acquired over the preliminary fair value of consideration transferred.
The preliminary bargain purchase gain is reflected in retained earnings in the unaudited pro forma consolidated balance sheet and is subject
to change upon completion of the purchase price allocation. For purposes of the preliminary pro forma presentation, the contingent earnout
has been treated as post-combination compensation and has not been included in consideration transferred.
(4) Represents additional general and administrative expenses related
to the consulting agreements and contingent earnout arrangement entered into in connection with the Acquisition. The contingent earnout
adjustment is based on the contractual earnout rate applied to historical funded loan volume.
(5) Represents the estimated income tax effects of adjustment (4), calculated
using an estimated blended U.S. federal and California statutory income tax rate of approximately 28.0%.
(6) Represents the effect of the 300,000 shares of Linkhome common stock
issued in connection with the Acquisition on pro forma weighted-average common shares outstanding and earnings per share.
5
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v3.26.1
Cover
Jul. 01, 2026
Cover [Abstract]
Document Type
8-K/A
Amendment Flag
true
Amendment Description
This
Current Report on Form 8-K/A (this “Amendment”) is being filed by Linkhome Holdings Inc., a Nevada corporation
(the “Company”), to amend and supplement its Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on July 2, 2026 (the “Original Report”), in connection with the consummation on July 1,
2026 of its acquisition of all of the issued and outstanding shares of Constant Investments, Inc., a Texas corporation doing business
as Mortgage One Group (the “Target”), pursuant to that certain stock purchase agreement, dated May 8, 2026, as amended (the
“Agreement”).
Document Period End Date
Jul. 01, 2026
Entity File Number
001-42652
Entity Registrant Name
Linkhome Holdings Inc.
Entity Central Index Key
0002017758
Entity Tax Identification Number
93-4316797
Entity Incorporation, State or Country Code
NV
Entity Address, Address Line One
17901 Von Karman Ave
Entity Address, Address Line Two
Ste 450
Entity Address, City or Town
Irvine
Entity Address, State or Province
CA
Entity Address, Postal Zip Code
92614
City Area Code
800
Local Phone Number
680-9158
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common Stock, par value $0.001
Trading Symbol
LHAI
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
true
Elected Not To Use the Extended Transition Period
false
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