STOCK TITAN

Linkhome details Mortgage One deal, $14.9M assets

Linkhome Holdings Inc. (LHAI) filed an amended Form 8-K to add full historical and pro forma financial information related to its July 1, 2026 acquisition of Constant Investments, Inc., which operates as Mortgage One Group.

(Moderate)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Linkhome Holdings Inc. (LHAI) filed an amended Form 8-K to add full historical and pro forma financial information related to its July 1, 2026 acquisition of Constant Investments, Inc., which operates as Mortgage One Group. The acquisition consideration includes 300,000 shares of Linkhome common stock at closing plus contingent cash earnout of up to $750,000 based on Constant’s mortgage origination performance over two years, and separate consulting agreements totaling $250,000 for the former owners.

Constant generated $3.7 million in revenue and net income of $179,484 in 2024, and $3.6 million in revenue with net income of $64,776 in 2025. For the six months ended June 30, 2026, it recorded revenue of $1.36 million and a net loss of $273,903. Constant serves the residential mortgage market, relies on warehouse lines of credit totaling $18.0 million in capacity, and at June 30, 2026 had warehouse borrowings of $3,727,001 secured by mortgage loans held for sale of $3,845,482.

HUD compliance schedules show Constant’s adjusted net worth of $2,596,141 at December 31, 2025 versus a required $1,000,000, and liquidity of $685,366, exceeding the HUD liquidity requirement by $485,366. Pro forma, the combined company would have had total assets of $14.9 million and stockholders’ equity of $10.0 million at June 30, 2026, with a pro forma net loss of $651,135 for the first half of 2026.

Positive

  • None.

Negative

  • None.

Filing Explained

Acquired warehouse financing remained unresolved: one renewal was pending and another facility was still under review.

The July 1 acquisition was completed, but the acquired business’s two warehouse lines were suspended after closing while lenders reviewed the ownership change, leaving financing availability unresolved for the subsidiary.

The filing states that the Open Bank facility was still being renewed and the Hanmi Bank facility remained under review as of September 10, 2026.

The combined financial statements are unaudited and preliminary: the purchase-price allocation is incomplete, and the filing says final valuations may differ materially from the amounts presented. The pro forma figures are informational and are not necessarily indicative of future results.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Constant 2024 revenue $3,731,141 Loan fees and gain on sale of mortgage loans for year ended December 31, 2024
Constant 2024 net income $179,484 Year ended December 31, 2024
Constant 2025 revenue $3,597,753 Year ended December 31, 2025
Constant 2025 net income $64,776 Year ended December 31, 2025
Constant six months ended June 30, 2026 net loss $273,903 Interim unaudited period
HUD adjusted net worth 2025 $2,596,141 Adjusted net worth versus $1,000,000 required at December 31, 2025
Warehouse line capacity $18,000,000 Total stated borrowing capacity under Constant’s warehouse credit lines at December 31, 2025 and June 30, 2026
Pro forma combined assets $14,866,284 Linkhome and Constant pro forma consolidated balance sheet as of June 30, 2026
mortgage loans held for sale financial
"Mortgage loans held for sale at the lower of cost or market"
Mortgage loans held for sale are home loans a lender has originated but plans to sell to another investor or institution instead of keeping on its books, recorded as inventory awaiting sale—like goods on a store shelf waiting for a buyer. For investors, the amount and valuation of these loans signal a lender’s recent lending activity, near-term cash flow and revenue opportunities, and exposure to changes in interest rates or housing demand that can affect profitability.
warehouse lines of credit financial
"The Company maintains two warehouse lines of credit agreements"
A warehouse line of credit is a short-term revolving loan that a lender or dealer uses to temporarily fund assets—such as mortgages, loans, or inventory—until those assets are sold, packaged, or otherwise converted to long-term funding. Think of it as a bridge loan or an overdraft that helps keep business flowing; investors watch these lines because their size, cost, and availability signal whether a company can maintain growth, manage cash needs, and withstand market disruptions.
Uniform Financial Reporting Standard regulatory
"as required by the Uniform Financial Reporting Standard issued"
Adjusted net worth financial
"Computation of adjusted net worth To determine compliance with HUD"
ASC 805 financial
"using the acquisition method of accounting under ASC 805, Business Combinations"
ASC 805 is the U.S. accounting standard that governs how companies record and report business acquisitions, including how purchased assets, assumed liabilities and goodwill are measured on the buyer’s balance sheet. It matters to investors because the accounting choices under ASC 805 determine the reported value of an acquisition and future profit or loss effects—similar to how different ways of listing items in a household budget change the appearance of your finances and the story they tell.
pro forma consolidated financial statements financial
"See accompanying notes to pro forma consolidated financial statements"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction does Linkhome Holdings Inc. (LHAI) detail in this 8-K/A?

Linkhome completed the acquisition of all issued and outstanding shares of Constant Investments, Inc. on July 1, 2026, making Constant a wholly owned subsidiary. The 8-K/A adds Constant’s audited and interim financials and combined pro forma financial information.

What consideration did LHAI pay for Constant Investments, Inc.?

The consideration consisted of 300,000 shares of Linkhome common stock issued at closing and contingent cash earnout of up to $750,000 based on Constant’s post-closing performance. Separate consulting agreements provide an additional $250,000 in aggregate compensation to the former shareholders.

How profitable was Constant Investments before the LHAI acquisition?

Constant reported $3,731,141 in revenue and net income of $179,484 for 2024, and $3,597,753 in revenue with net income of $64,776 for 2025. For the six months ended June 30, 2026, it had revenue of $1,357,016 and a net loss of $273,903.

What is Constant’s HUD net worth position as disclosed for this LHAI filing?

For the year ended December 31, 2025, Constant’s adjusted net worth for HUD purposes was $2,596,141 compared with a required $1,000,000, leaving net worth above the requirement by $1,596,141. Liquidity exceeded the HUD requirement by $485,366.

What do the pro forma June 30, 2026 numbers show for combined LHAI and Constant?

On a pro forma basis as of June 30, 2026, the combined company would have had total assets of $14,866,284, stockholders’ equity of $10,030,741, and for the six months then ended a pro forma net loss of $651,135.

What warehouse credit capacity does Constant have in the LHAI acquisition disclosure?

Constant maintained warehouse lines of credit with aggregate capacity of $18,000,000. At June 30, 2026, borrowings under these facilities were $3,727,001, collateralized by mortgage loans held for sale of $3,845,482.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

 

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

 

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

 

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.

 

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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.

 

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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.

 

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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.

 

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