8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 13, 2023

La Rosa Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada	001-41588	87-1641189
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1420 Celebration Blvd., 2nd Floor Celebration, Florida	34747
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (321) 250-1799

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, $0.0001 par value	LRHC	The Nasdaq Stock Market LLC

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. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

La Rosa Realty Lake Nona, Inc.

On October 13, 2023, La Rosa Holdings Corp., a Nevada corporation (the “Company”), closed the acquisition of 51% of issued and outstanding common stock (the “Majority Shares”) of La Rosa Realty Lake Nona, Inc., a Florida corporation (“Lake Nona”), a franchisee of the Company, pursuant to the previously announced stock purchase agreement, dated January 6, 2022 and amended on September 15, 2022 (the “Lake Nona Purchase Agreement”), by and among the Company, Lake Nona and the sole stockholder of Lake Nona (the “Selling Stockholder”).

As the consideration for the Majority Shares, the Company paid the Selling Stockholder $50,000 in cash and issued the Selling Stockholder an aggregate of 324,998 unregistered shares of the Company’s common stock (the “Lake Nona Purchase Shares”).

The Selling Stockholder also entered into a lock-up/leak out agreement with the Company pursuant to which the Selling Stockholder may not sell more than one-twelfth of the Lake Nona Purchase Shares per calendar month during the one year period commencing after the six-month holding period under Rule 144 promulgated under the Securities Act of 1933, as amended, subject to applicable securities laws.

The foregoing summary of the Lake Nona Purchase Agreement, as amended, is qualified in its entirety by reference to such agreement and amendment thereto, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Horeb Kissimmee Realty, LLC.

On October 16, 2023, the Company closed its acquisition of a majority of the membership interests (the “Majority Interests”) of Horeb Kissimmee Realty LLC, a Florida limited liability company (“Kissimmee Realty”), a franchisee of the Company, pursuant to the previously announced membership interest purchase agreement, dated December 21, 2021, as amended on September 15, 2022 (the “Kissimmee Purchase Agreement”), by and among the Company, Kissimmee and the owner of 100% of the membership interest in Kissimmee (the “Selling Member”).

As the consideration for the Company acquisition of the Majority Interests of Kissimmee Realty, the Company paid the Selling Member $500,000 in cash and issued the Selling Member an aggregate of 513,626 unregistered shares of the Company’s common stock (the “Kissimmee Purchase Shares”).

On October 16, 2023, the Selling Member also entered into a lock-up/leak out agreement with the Company pursuant to which the Selling Member may not sell more than one-twelfth of the Kissimmee Purchase Shares per calendar month during the one year period commencing after the six-month holding period under Rule 144 promulgated under the Securities Act of 1933, as amended, subject to applicable securities laws.

The foregoing summary of the Kissimmee Purchase Agreement, as amended, is qualified in its entirety by reference to such agreement and amendment thereto, copies of which are filed as Exhibits 10.6 and 10.7 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

As disclosed under Item 2.01 of this Form 8-K, on October 13, 2023, the Company issued an aggregate 324,998 unregistered shares of the Company’s common stock to the Selling Stockholder of Lake Nona pursuant to the Lake Nona Purchase Agreement. The Company issued the shares pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Section 4(a)(2) promulgated under the Securities Act due to the fact that the issuance did not involve a public offering of securities.

As disclosed under Item 2.01 of this Form 8-K, on October 16, 2023, the Company issued an aggregate of 513,626 unregistered shares of the Company’s common stock to the Selling Member of Kissimmee Realty pursuant to the Kissimmee Realty Purchase Agreement. The Company issued the shares pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Section 4(a)(2) promulgated under the Securities Act due to the fact that the issuance did not involve a public offering of securities.

Item 7.01 Regulation FD Disclosure.

On October 16, 2023, the Company issued a press release announcing the closing of the Company’s acquisition of the Majority Shares of common stock of Lake Nona described in Item 2.01 of this Current Report on Form 8-K. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On October 18, 2023, the Company issued a press release announcing that it had closed an acquisition of 51% membership interest of Kissimmee described in Item 2.01 of this Current Report on Form 8-K. The press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The required financial statements of Lake Nona as of and for the fiscal year ended December 31, 2022 are attached hereto as Exhibit 99.3 and are incorporated in their entirety herein by reference.

The required financial statements of Lake Nona as of and for six months ended June 30, 2023 are attached hereto as Exhibit 99.4 and are incorporated in their entirety herein by reference.

The required financial statements of Kissimmee Realty as of and for the fiscal year ended December 31, 2022 are attached hereto as Exhibit 99.5 and are incorporated in their entirety herein by reference.

The required financial statements of Kissimmee Realty as of and for six months ended June 30, 2023 are attached hereto as Exhibit 99.6 and are incorporated in their entirety herein by reference.

(b) Pro forma financial information.

 The Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 calendar days from the date this Current Report on Form 8-K is required to be filed.

The following exhibits are being filed herewith, unless otherwise indicated:

Exhibit No.	Description
10.1*	Stock Purchase Agreement dated as of January 6, 2022 by and among La Rosa Holdings Corp., La Rosa Realty Lake Nona, Inc. and the Selling Stockholder.
10.2*	Amendment dated September 15, 2022 to Stock Purchase Agreement dated January 6, 2022 by and among La Rosa Holdings Corp., La Rosa Realty Lake Nona, Inc. and the Selling Stockholder.
10.3*	Membership Interest Purchase Agreement dated as of December 21, 2021 by and among La Rosa Holdings Corp., Horeb Kissimmee Realty LLC and the Selling Member.
10.4*	Amendment dated as of September 15, 2022 to Membership Interest Purchase Agreement dated December 21, 2021 by and among La Rosa Holdings Corp., Horeb Kissimmee Realty, LLC and the Selling Member.
99.1	Press Release of the Company dated as of October 16, 2023.
99.2	Press Release of the Company dated as of October 18, 2023.
99.3	Audited financial statements of Lake Nona for the fiscal years ended December 31, 2022 and 2021.
99.4	Unaudited financial statements of Lake Nona for the fiscal quarter ended June 30, 2023.
99.5	Audited financial statements of Horeb Kissimmee Realty LLC for the fiscal years ended December 31, 2022 and 2021.
99.6	Unaudited financial statements of Horeb Kissimmee Realty LLC for the fiscal quarter ended June 30, 2023
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

* Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264372), filed with the SEC on September 12, 2023.

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.

Date: October 19, 2023	LA ROSA HOLDINGS CORP.
	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

La Rosa Acquires Real Estate Brokerage Franchisee with Audited

Revenue in Excess of $9.8 Million and Positive Net Income in 2022

Company Begins to Execute on its Planned Roll-Up Strategy

Celebration, FL / October 16, 2023 / – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate companies, today announced that it has acquired a controlling interest in the Company’s franchisee - La Rosa Realty Lake Nona, Inc. (“Lake Nona”) located in Orlando, Florida.

Lake Nona generated revenue in excess of $9.8 million and positive net income in 2022. The franchisee provides residential and commercial real estate brokerage services. It also provides coaching and support services to agents on a fee basis.

“We are excited to welcome the franchisee into the corporate organization,” said Joe La Rosa, CEO of La Rosa Holdings Corp. “We believe that not only does this acquisition expand our footprint in Florida, but it will also increase our top line revenue. With future planned franchisee acquisitions, we expect both our top line and bottom line to improve considerably as our current infrastructure is set up to support five times our current agent count. We have a brokerage model which is agent centric with 100% commission. In our view, our agent-centric commission model enables our sales agents to obtain higher net commissions than they would otherwise receive from many of our competitors in our local markets. We provide our real estate brokers and sales agents who are seeking financial independence with a turnkey solution and support them in growing their brokerages while they fund their own businesses. This enables us to maintain a low fixed-cost business model with several recurring revenue streams, yielding relatively high margins and cash flow. Moreover, we believe that our proprietary technology, training, and the support that we provide to our agents at a minimal cost to them is one of the best offered in the industry. Our strategy is to drive exponential growth to capitalize on the changing agency model trends occurring in the industry.”

About La Rosa Holdings Corp.

La Rosa is a holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate companies. In addition to providing person-to-person residential and commercial real estate brokerage services to the public, the Company cross-sells ancillary technology-based products and services primarily to its sales agents and the sales agents associated with their franchisees. La Rosa’s business is organized based on the services they provide internally to their agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, and property management. La Rosa has six La Rosa Realty corporate real estate brokerage offices located in Florida, 27 La Rosa Realty franchised real estate brokerage offices in six states in the United States and Puerto Rico. The Company’s real estate brokerage offices, both corporate and franchised, are staffed with more than 2,380 licensed real estate brokers and sales associates.

For more information, please visit: https://www.larosaholdings.com

Forward-Looking Statements

This press release contains forward-looking statements regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. . These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company's ability to achieve profitable operations, customer acceptance of new services, the demand for the Company’s services and the Company’s customers' economic condition, the impact of competitive services and pricing, general economic conditions and other risk factors detailed in the Company's filings with the United States Securities and Exchange Commission (the "SEC”).. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the headings “Risk Factors” and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements contained in this press release are made only as of the date of the this press release, and La Rosa does not undertake any responsibility to update any forward-looking statements in this release, except as may be required by applicable law. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

For more information, contact: info@larosaholdings.com

Investor Relations Contact:

Crescendo Communications, LLC

David Waldman/Natalya Rudman

Tel: (212) 671-1020

Email: LRHC@crescendo-ir.com

EX-99.2

Exhibit 99.2

La Rosa Acquires Second Real Estate Brokerage Franchisee with Audited

Revenue of $10.8 Million and Positive Net Income in 2022

Company Continues to Execute on its Planned Roll-Up Strategy

Celebration, FL / October 18, 2023 / – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate companies, today announced that it has acquired a controlling interest in the Company’s franchisee - Horeb Kissimmee Realty, LLC (“Kissimmee) located in Kissimmee, Florida.

Kissimmee generated revenue of $10.8 million and had positive net income in 2022. The franchisee provides residential and commercial real estate brokerage services. It also provides coaching and support services to agents on a fee basis.

Joe La Rosa, CEO of the Company, commented, “We are executing on our planned roll-up strategy of acquiring profitable franchisees. We believe that this acquisition when combined with the previous acquisition of La Rosa Realty Lake Nona, Inc., will double our top-line revenue. We have several other acquisitions in the pipeline, and we expect both our top-line and bottom-line revenue to improve considerably as our current infrastructure is set up to support five times our current agent count. We believe our brokerage model is unique when compared to many of our competitors in our local market. It is agent centric with 100% commission and it also provides real estate brokers and sales agents who are seeking financial independence with a turnkey solution and support in growing their brokerages while they fund their own businesses. This enables us to maintain a low fixed-cost business model with several recurring revenue streams, yielding relatively high margins and cash flow. We also offer proprietary technology, training, and support to our agents at a minimal cost to them which we believe is one of the best packages offered in the industry.”

About La Rosa Holdings Corp.

La Rosa is a holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate companies. In addition to providing person-to-person residential and commercial real estate brokerage services to the public, the Company cross-sells ancillary technology-based products and services primarily to its sales agents and the sales agents associated with their franchisees. La Rosa’s business is organized based on the services they provide internally to their agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, and property management. La Rosa has seven La Rosa Realty corporate real estate brokerage offices located in Florida, 26 La Rosa Realty franchised real estate brokerage offices in six states in the United States and Puerto Rico. The Company’s real estate brokerage offices, both corporate and franchised, are staffed with more than 2,380 licensed real estate brokers and sales associates.

For more information, please visit: https://www.larosaholdings.com

Forward-Looking Statements

This press release contains forward-looking statements regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company's ability to achieve profitable operations, customer acceptance of new services, the demand for the Company’s services and the Company’s customers' economic condition, the impact of competitive services and pricing, general economic conditions and other risk factors detailed in the Company's filings with the United States Securities and Exchange Commission (the "SEC”). You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the headings “Risk Factors” and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements contained in this press release are made only as of the date of the this press release, and La Rosa does not undertake any responsibility to update any forward-looking statements in this release, except as may be required by applicable law. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

For more information, contact: info@larosaholdings.com

Investor Relations Contact:

Crescendo Communications, LLC

David Waldman/Natalya Rudman

Tel: (212) 671-1020

Email: LRHC@crescendo-ir.com

EX-99.3

Exhibit 99.3

INDEPENDENT AUDITOR’S REPORT

To the Stockholder of La Rosa Realty Lake Nona, Inc.

Opinion

We have audited the accompanying financial statements of La Rosa Realty Lake Nona, Inc. (a Florida Limited Liability Company), which comprise the balance sheets as of December 31, 2022 and 2021, and the related statements of income, changes in stockholder’s deficit, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of La Rosa Realty Lake Nona, Inc. as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 La Rosa Realty Lake Nona, Inc. and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. 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 the 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 La Rosa Realty Lake Nona, Inc.’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the 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 generally accepted 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.

 F-1

To the Stockholder of La Rosa Realty Lake Nona, Inc.

In performing an audit in accordance with generally accepted 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 La Rosa Realty Lake Nona, 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 La Rosa Realty Lake Nona, 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.

/s/ Rosenberg Rich Baker Berman, P.A.

Somerset, New Jersey

April 24, 2023

 F-2

La Rosa Realty Lake Nona, Inc.

Balance Sheets

	December 31,
	2022			2021
Assets
Current Assets
Cash	$	144,559		$	138,814
Accounts receivable		166,583			340,557
Other current assets		10,611			12,399
Total Current Assets		321,753			491,770
Right of use asset		445,533			-
Total Assets	$	767,286		$	491,770
Liabilities and Stockholder's Deficit
Current Liabilities
Accounts payable	$	329,582		$	408,108
Operating lease liability		74,607			-
Due to related party		-			83,762
Notes payable, current		5,559			11,919
Total Current Liabilities		409,748			503,789
Operating lease liability, net of current		370,926			-
Notes payable, net of current		107,441			121,150
Security deposits payable		2,500			2,500
Total Liabilities		890,615			627,439
Commitments and contingencies (Note 5)
Stockholder's Deficit		(123,329	)		(135,669	)
Total Liabilities and Stockholder's Deficit	$	767,286		$	491,770

See notes to the financial statements.    

 F-3

La Rosa Realty Lake Nona, Inc.

Statements of Income

	Years Ended December 31,
	2022		2021
Revenue	$	9,888,547	$	10,478,475
Cost of revenue		8,976,222		9,480,249
Gross Profit		912,325		998,226
Operating Expenses
General and administrative expenses		657,763		582,576
Sales and marketing expenses		54,229		47,547
Total Operating Expenses		711,992		630,123
Income From Operations		200,333		368,103
Other Income (Expense)
Forgiveness of debt		20,069		11,700
Other income (expense)		3,977		(785	)
Other Income		24,046		10,915
Net Income	$	224,379	$	379,018

See notes to the financial statements.    

 F-4

 La Rosa Realty Lake Nona, Inc.

Statement of Changes in Stockholder’s Deficit

	Amount
Balance, January 1, 2021	$	(33,758	)
Stockholder distributions		(480,929	)
Net income		379,018
Balance, December 31, 2021		(135,669	)
Stockholder distributions		(212,039	)
Net income		224,379
Balance, December 31, 2022	$	(123,329	)

See notes to the financial statements.     

 F-5

La Rosa Realty Lake Nona, Inc.

Statements of Cash Flows

	Years Ended December 31,
	2022			2021
Cash Flows from Operating Activities
Net Income	$	224,379		$	379,018
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Forgiveness of debt		(20,069	)		(11,700	)
(Increase) Decrease in Operating Assets:
Accounts receivable		173,974			(211,352	)
Other current assets		1,788			(12,399	)
Increase (Decrease) in Operating Liabilities:
Accounts payable and accrued expenses		(78,526	)		200,431
Security deposit		-			(50	)
Deferred revenue
Due to related party		(83,762	)		83,762
Net Cash Provided by Operating Activities		217,784			427,710
Cash Flows from Financing Activities
Proceeds from notes payable		-			20,169
Distributions paid		(212,039	)		(480,929	)
Net Cash Used in Financing Activities		(212,039	)		(460,760	)
Net Increase (Decrease) in Cash		5,745			(33,050	)
Cash at Beginning of Year		138,814			171,864
Cash at End of Year	$	144,559		$	138,814
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for:
Interest	$	-		$	-
Income taxes	$	-		$	-

See notes to the financial statements.    

 F-6

La Rosa Realty Lake Nona, Inc.

Notes to the Financial Statements

NOTE 1 - DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

Nature of Operations

La Rosa Reality Lake Nona, Inc. (the "Company") provides residential and commercial real estate brokerage services to the public primarily through sales agents. The Company also provides coaching and support services to agents on a fee basis.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the Company's combined financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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.

Accounts Receivable

Accounts receivable consist of balances due from agents and commissions from closings. The Company has not recorded allowances due to the Company's historical ability to collect substantially all receivables. In determining collectability, historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.

 F-7

La Rosa Realty Lake Nona, Inc.

Notes to the Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. The methodology establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels as follows:

- Level 1 - Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

- Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

- Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

ASC 820 requires the use of observable data if such data is available without undue cost and effort. When available, the company uses unadjusted quoted market prices to measure the fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation.

The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments. In the event of an other-than-temporary impairment of a non-public equity method investment, the Company uses the net asset value of its investment in the investee, adjusted using discounted cash flows, for the company's estimate of the price that it would consider all factors that would impact the investment's fair value. As of December 31, 2022 and 2021 the Company did not have any assets or liabilities measured at fair value.

Revenue Recognition

The Company applies the provision of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"). The Company measures revenue within the scope of ASC 606 by applying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The application of these five steps necessitates the development of assumptions that require judgment.

The Company records revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a contractual promise to transfer a distinct good or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, performance obligations are recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

 F-8

La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

Real Estate Brokerage Services (Residential)

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company's portion of the agreed-upon commission rate to the property's selling price. The Company may provide services to the buyer, seller, or both parties to a transaction. When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the "buy" side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. In addition to commission, revenue from real estate brokerage services (residential) consists of annual and monthly dues charged to our agents for providing systems, accounting, marketing tools, and compliance services. The annual and monthly dues are recognized each month as the services are provided.

Coaching Services

The Company provides mandatory training and guidance to newly licensed agents for their first three sales transactions. Revenue is recognized based on 10% of the commission earned on these transactions payable upon closing of the transaction. Coaches also provide optional special education services throughout the year to agents.

Real Estate Brokerage Services (Commercial)

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing commercial real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company's portion of the agreed-upon commission rate to the property's selling price. The Company may provide services to the buyer, seller, or both parties to a transaction.

 F-9

La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

Real Estate Brokerage Services (Commercial), continued

When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the "buy" side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction at a rate of 10% of the gross commission income. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided.

Revenues from contracts with customers are summarized by category as follows for the years ended December 31:

	2022		2021
Real Estate Brokerage Services (Residential)	$	9,840,335	$	10,401,187
Coaching Services		47,752		68,217
Real Estate Brokerage Services (Commercial)		460		9,071
Revenue	$	9,888,547	$	10,478,475

Cost of Revenue

Cost of revenue consists primarily of agent commissions less fees.

Advertising

Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2022 and 2021 was $20,064 and $2,000, respectively.

Income Taxes

The Company is taxed as an "S" Corporation under the Internal Revenue Code. The Company’s income is included in the stockholder’s income tax returns. Accordingly, the Company generally is not subject to federal or certain state income taxes.

The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

 F-10

La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes (continued)

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

Leases

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02 (“ASU 2016-02”), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASC 842 as of January 1, 2022 using the modified retrospective basis with a cumulative effect adjustment as of that date. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented.

Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease liabilities are recorded as current portion of long-term operating lease, and within long-term liabilities as long-term operating lease, net of current portion on our consolidated balance sheet as of December 31, 2022.

Adoption of the new lease standard on January 1, 2022 had a material impact on our consolidated balance sheet. The most significant impacts related to the recognition of right-of-use ("ROU") asset of $439,682 and lease liability of $439,682 for our operating lease on the consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The standard did not materially impact our consolidated statement of operations and consolidated statement of cash flows.

 F-11

 La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard on January 1, 2023.

Subsequent Events Evaluation Date

The Company evaluated the events and transactions subsequent to its December 31, 2022 balance sheet date, in accordance with FASB ASC 855-10-50, “Subsequent Events,” determined there were no significant events to report through April 24, 2023, which is the date the financial statements were available to be issued.

NOTE 3 - CONCENTRATIONS OF BUSINESS AND CREDIT RISK

At times throughout the year, the Company may maintain certain bank accounts in excess of FDIC insured limits of $250,000.

NOTE 4 - RELATED PARTY TRANSACTIONS

At December 31, 2021 the Company owed its sole stockholder $83,762 in unpaid commissions.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

The Company is obligated under a noncancellable operating lease terms for office space, which expires in September 2027 with monthly payments of $8,223, plus certain occupancy expenses as prescribed in the lease, including without limitation certain utility costs. The Company is also obligated under a noncancellable operating lease terms for office equipment, which expires in November 2026 with monthly payments of $429. Rent expense under all leases for the years ended December 31, 2022 and 2021 was $143,799 and $125,764, respectively.

 F-12

La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

NOTE 5 - COMMITMENTS AND CONTINGENCIES (continued)

The balances for operating leases where the Company is the lessee are presented as follows within the balance sheet:

Operating leases:	December 31, 2022
Assets:
Operating lease right-of-use asset	$	445,533
Liabilities:
Current portion of long-term operating lease		74,607
Long-term operating lease, net of current portion		370,926
	$	445,533

The components of lease expense are as follows within our statement of income:

	December 31, 2022
Operating lease right-of-use asset	$	90,742

Other information related to leases where we are the lessee is as follows:

	December 31, 2022
Weighted-average remaining lease term:
Operating leases		4.71 years
Discount rate:
Operating leases		4.14	%

Supplemental cash flow information related to leases where we are the lessee is as follows:

	December 31, 2022
Cash paid for amounts included in the measurements of lease liabilities:	$	91,944

As of December 31, 2022, the maturities of our operating lease liability are as follows:

Year Ended:	December 31, 2022
December 31, 2023	$	104,574
December 31, 2024		104,574
December 31, 2025		104,574
December 31, 2026		103,451
December 31, 2027		74,002
Total minimum lease payments		491,175
Less: Interest		(45,642	)
Present value of lease obligations		445,533
Less: Current portion		(74,607	)
Long-term portion of lease obligations	$	370,926

 F-13

La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

NOTE 6 - DEBT

Notes Payable

The Company's notes payable balance consists of the following at December 31:

	2022			2021
Paycheck Protection Program Loans	$	-		$	20,069
Economic Injury Disaster Loans		113,000			113,000
Total Notes Payable		113,000			133,069
Less: Current Portion		(5,559	)		(11,919	)
Notes Payable - Long Term	$	107,441		$	121,150

Paycheck Protection Program Loan

On May 4, 2020, the Company received loan proceeds under the Paycheck Protection Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) as administered by the U.S. Small Business Administration (the “SBA”) in the principal amount of $11,700 (the “PPP Loan”). On March 29, 2021, the Company and the SBA amended the loan and the Company received additional proceeds in the amount of $20,069. The Loan, as amended matures on January 4, 2025 and bears interest at a rate of 1.00% per annum. The Lender will have 90 days to review borrower’s forgiveness application and the United States Small Business Administration ("SBA") will have an additional 60 days to review the Lender’s decision as to whether the borrower’s loan may be forgiven. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered utilities, and certain covered mortgage interest payments during the twenty-four week period beginning on the date of first disbursement of the PPP Loan.

For purposes of the CARES Act, payroll costs exclude compensation of an individual employee earning more than $100,000, prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. The original loan of $11,700 was forgiven in 2021 and the additional amount of $20,069 was forgiven in 2022.

Economic Injury Disaster Loan

On June 22, 2020, the Company received proceeds from an Economic Injury Disaster Loan ("EIDL" or "the "Loan") from the Small Business Administration ("SBA"), in the amount of $113,000. The Loan, which is in the form of a promissory note dated June 22, 2020, matures on June 22, 2050 and bears interest at a rate of 3.75% per annum. Payments are to be made monthly beginning as of June 22, 2022. Each payment is to be applied first to the interest accrued to the date of receipt of each payment, and the remaining balance, if any, will be applied to the principal. The loan terms provide for a collateral interest for the SBA, and limits the use of proceeds to working capital to alleviate the effects of COVID-19 on the Company's economic condition. Unlike the Paycheck Protection Program ("PPP"), established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") enacted March 27, 2020, the EIDL program does not currently provide a mechanism for loan forgiveness.

Future maturities of the loan payable, if not forgiven, are as follows:

Year ending December 31,
2023	$	5,559
2024		2,312
2025		2,408
2026		2,507
2027		2,610
Thereafter		97,604
	$	113,000

 F-14

La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

NOTE 7 - SUBSEQUENT EVENTS

On January 6, 2022, and later amended September 15, 2022, the Company and its stockholder's entered into an agreement with La Rosa Holdings Corp. pursuant to which La Rosa Holdings Corp. will acquire 51% of the equity interest in La Rosa Realty Lake Nona, Inc. La Rosa Franchising LLC, with whom, the Company entered into a franchise agreement with in 2019 is a wholly owned subsidiary of La Rosa Holdings Corp. The agreement will close within five days an underwritten initial public offering of La Rosa Holdings Corp.

 F-15

EX-99.4

Exhibit 99.4

La Rosa Realty Lake Nona, Inc.

Balance Sheets

	June 30, 2023			December 31, 2022
	(Unaudited)			(Audited)
Assets
Current Assets
Cash	$	44,365		$	144,559
Accounts receivable, net		84,723			166,583
Other current assets		-			10,611
Total current Assets		129,088			321,753
Right of use asset		400,479			445,533
Total Assets	$	529,567		$	767,286
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable	$	112,834		$	318,878
Accrued expenses		10,016			10,704
Note payable, current		-			5,559
Operating lease liability		89,175			74,607
Total Current Liabilities		212,025			409,748
Note payable, net of current		113,000			107,441
Security deposits payable		2,500			2,500
Operating lease liability, net of current		312,015			370,926
Total Liabilities		639,540			890,615
Commitments and contingencies (Note 4)
Stockholders' Deficit		(109,973	)		(123,329	)
Total Liabilities and Stockholders' Deficit	$	529,567		$	767,286

See notes to the unaudited interim financial statements

 F-1

La Rosa Realty Lake Nona, Inc.

Statements of Income

	Six Months ended June 30,
	2023			2022
	(Unaudited)			(Unaudited)
Revenue	$	4,354,460		$	5,024,829
Cost of revenue		3,861,913			4,532,587
Gross Profit		492,547			492,242
Operating Expenses
General and administrative expenses		353,831			342,471
Sales and marketing expenses		17,164			45,883
Total Operating Expenses		370,995			388,354
Income From Operations		121,552			103,888
Other Income (Expense)
Forgiveness of debt		-			20,069
Interest expense		(2,490	)		(2,118	)
Other Income (Expense)		(2,490	)		17,951
Net Income	$	119,062		$	121,839

See notes to the unaudited interim financial statements.

 F-2

La Rosa Realty Lake Nona, Inc.

Statements of Stockholder’s Deficit

	Amount
	(Unaudited)
Balance as of January 1, 2023	$	(123,329	)
Net income		119,062
Stockholder distributions		(105,706	)
Balance as of June 30, 2023	$	(109,973	)

	Amount
Balance as of January 1, 2022		(135,668	)
Net income		121,839
Stockholder distributions		(73,432	)
Balance as of June 30, 2022		(87,261	)

See notes to the unaudited interim financial statements.

 F-3

La Rosa Realty Lake Nona, Inc.

Statements of Cash Flows

	Six Months Ended June 30,
	2023			2022
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities:
Net Income	$	119,062		$	121,839
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Amortization of Financing Lease		2,640			-
Forgiveness of debt		-			(20,069	)
Provision for bad debts		19,685			-
Changes in Operating Assets and Liabilities:
Accounts receivable		62,176			285,246
Prepaid expenses		10,611			12,399
Accounts payable and accrued expenses		(206,733	)		(167,319	)
Operating lease liabilities		1,023			-
Net Cash Provided by Operating Activities		8,464			232,096
Cash Flows Used in Investing Activities:
Cash paid for financing lease		(2,952	)		-
Net Cash Used in Investing Activities		(2,952	)		-
Cash Flows from Financing Activities:
Payments to related party		-			(83,762	)
Distributions paid		(105,706	)		(73,432	)
Net Cash Used in Financing Activities		(105,706	)		(157,194	)
Net Change in Cash		(100,194	)		74,902
Cash at Beginning of Year		144,559			138,814
Cash at End of Period	$	44,365		$	213,716
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for:
Interest	$	3,178		$	528
Income taxes	$	-		$	-

See notes to the unaudited interim financial statements.

 F-4

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 1 - DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

Nature of Operations

La Rosa Realty Lake Nona, Inc. (the “Company”) provides residential and commercial real estate brokerage services to the public primarily through sales agents. The business also provides coaching and support services to agents on a fee basis.

Liquidity

The Company is subject to the risks and challenges associated with companies at a similar stage of development. These include dependence on key individuals, successful development and marketing of its offerings, and competition with larger companies with greater financial, technical, and marketing resources. Furthermore, during the period required to achieve substantially higher revenue in order to become consistently profitable, the Company may require additional funds that might not be readily available or might not be on terms that are acceptable to the Company. Based on the Company’s current cash position and resources, management believes the Company has adequate resources to fund its operations for the next twelve months from the date these financial statements are made available.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the Company’s combined financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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.

Accounts Receivable

Accounts receivable consist of balances due from agents and commissions from closings. The Company records no allowances due to the Company’s ability to collect substantially all receivables. In determining collectability, historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.

 F-5

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. The methodology establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels as follows:

- Level 1 - Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

- Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

- Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

ASC 820 requires the use of observable data if such data is available without undue cost and effort. When available, the company uses unadjusted quoted market prices to measure the fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation.

The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments. In the event of an other-than-temporary impairment of a nonpublic equity method investment, the Company uses the net asset value of its investment in the investee, adjusted using discounted cash flows, for the company’s estimate of the price that it would consider all factors that would impact the investment’s fair value. As of June 30, 2023 and December 31, 2022 the Company did not have any assets or liabilities measured at fair value.

Revenue Recognition

The Company applies the provision of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The Company measures revenue within the scope of ASC 606 by applying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The application of these five steps necessitates the development of assumptions that require judgment.

The Company records revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a contractual promise to transfer a distinct good or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

 F-6

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

Real Estate Brokerage Services (Residential)

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company’s portion of the agreed-upon commission rate to the property’s selling price. The Company may provide services to the buyer, seller, or both parties to a transaction. When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the “buy” side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company’s customers remit payment for the Company’s services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. In addition to commission, revenue from real estate brokerage services (residential) consists of annual and monthly dues charged to our agents for providing systems, accounting, marketing tools, and compliance services. The annual and monthly dues are recognized each month as the services are provided.

Coaching Services

The Company provides mandatory training and guidance to newly licensed agents for their first three sales transactions. Revenue is recognized based on 10% of the commission earned on these transactions payable upon closing of the transaction. Coaches also provide optional special education services throughout the year to agents.

Real Estate Brokerage Services (Commercial)

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing commercial real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company’s portion of the agreed-upon commission rate to the property’s selling price. The Company may provide services to the buyer, seller, or both parties to a transaction.

 F-7

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

Real Estate Brokerage Services (Commercial), continued

When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the “buy” side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company’s customers remit payment for the Company’s services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction at a rate of 10% of the gross commission income. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided.

Revenues from contracts with customers are summarized by category as follows for the six months ended June 30:

	2023		2022
Real Estate Brokerage Services (Residential)	$	4,334,874	$	4,984,257
Coaching Services		19,586		40,572
Revenue	$	4,354,460	$	5,024,829

Cost of Revenue

Cost of revenue consists primarily of agent commissions less fees.

Advertising

Advertising costs are expensed as incurred. Advertising expenses for the six months ended June 30, 2023 and 2022 was $6,984 and $7,780, respectively.

Income Taxes

The Company is taxed as an “S” Corporation under the Internal Revenue Code. The Company’s income is included in the stockholder’s income tax returns. Accordingly, the Company generally is not subject to federal or certain state income taxes.

 F-8

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Leases

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02 (“ASU 2016-02”), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize an ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASC 842 as of January 1, 2022 using the modified retrospective basis with a cumulative effect adjustment as of that date. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented.

Lease assets are included within lease right-of-use assets, and the corresponding lease liabilities are recorded as current portion of long-term leases, and within long-term liabilities as long-term leases, net of the current portion on the consolidated balance sheet as of June 30, 2023.

Adoption of the new lease standard on January 1, 2022 had a material impact on the Company’s consolidated balance sheet. As of June 30, 2023, the Company recognized a right-of-use (“ROU”) asset of $400,479 and offset with lease liability of $401,190. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The standard did not materially impact the consolidated statement of operations and consolidated statement of cash flows.

 F-9

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The Company adopted the standard beginning in fiscal year 2023. The adoption did not have a material impact on the Company’s consolidated financial statements.

NOTE 3 - CONCENTRATIONS OF BUSINESS AND CREDIT RISK

At times throughout the year, the Company may maintain certain bank accounts in excess of FDIC insured limits of $250,000.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

The Company is obligated under a noncancellable operating lease for office space, which expires in September 2027 with monthly payments of $8,223, plus certain occupancy expenses as prescribed in the lease. The Company is also obligated under a noncancellable financing lease for office equipment, which expires in November 2026 with monthly payments of $492. Lease expense for six months ended June 30, 2023 and 2022 was $52,397 and $80,135, respectively.

 F-10

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 6 - DEBT

Notes Payable

The Company’s notes payable balance consists of the following at June 30:

	2023		2022
Economic Injury Disaster Loans		113,000		113,000
Total Notes Payable		113,000		133,000
Less: Current Portion		-		-
Notes Payable - Long Term	$	113,000	$	133,000

Economic Injury Disaster Loan

On June 22, 2020 the Company received proceeds from an Economic Injury Disaster Loan (“EIDL” or “the “Loan”) from the Small Business Administration (“SBA”), in the amount of $113,000. The Loan, which is in the form of a promissory note dated June 22, 2020, matures on June 22, 2050 and bears interest at a rate of 3.75% per annum. Payments are to be made monthly beginning as of June 22, 2022. Each payment is to be applied first to the interest accrued to the date of receipt of each payment, and the remaining balance, if any, will be applied to the principal. The loan terms provide for a collateral interest for the SBA and limits the use of proceeds to working capital to alleviate the effects of COVID-19 on the Company’s economic condition. The EIDL program does not currently provide a mechanism for loan forgiveness.

NOTE 7 - SUBSEQUENT EVENTS

On January 6, 2022, the Company and its stockholder's entered into an agreement with La Rosa Holdings Corp. pursuant to which La Rosa Holdings Corp. will acquire 51% of the equity interest in La Rosa Realty Lake Nona, Inc. La Rosa Franchising LLC, with whom, the Company entered into a franchise agreement with in 2019 is a wholly owned subsidiary of La Rosa Holdings Corp. The agreement will close within five days an underwritten initial public offering of La Rosa Holdings Corp.

 F-11

EX-99.5

Exhibit 99.5

 INDEPENDENT AUDITOR’S REPORT

To the Members of Horeb Kissimmee Realty, LLC

d/b/a La Rosa Realty Kissimmee

Opinion

We have audited the accompanying financial statements of Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee (a Florida Limited Liability Company), which comprise the balance sheets as of December 31, 2022 and 2021, and the related statements of income, changes in members’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. 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 the 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 Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the 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 generally accepted 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.

 F-1

To the Member of Horeb Kissimmee Realty, LLC

d/b/a La Rosa Realty Kissimmee

In performing an audit in accordance with generally accepted 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 Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee’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 Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee’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.

/s/ Rosenberg Rich Baker Berman, P.A.

Somerset, New Jersey

April 24, 2023

 F-2

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Balance Sheets

	December 31,
	2022			2021
Assets
Current Assets
Cash	$	124,296		$	535,240
Accounts receivable		104,151			309,552
Total Current Assets		228,447			844,792
Fixed Assets, net		12,291			19,068
Right of use asset		134,387			-
Total Assets	$	375,125		$	863,860
Liabilities and Members' Equity (Deficit)
Current Liabilities
Accounts payable	$	196,662		$	396,343
Operating lease liability		59,001			-
Notes payable, current		7,765			4,670
Total Current Liabilities		263,428			401,013
Operating lease liability, net of current		75,386			-
Notes payable, net of current		142,235			145,330
Total Liabilities		481,049			546,343
Commitments and contingencies (Note 5)
Members' Equity (Deficit)		(105,924	)		317,517
Total Liabilities and Members' Equity (Deficit)	$	375,125		$	863,860

See notes to the financial statements.

 F-3

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Statements of Income

	Years Ended December 31,
	2022			2021
Revenue	$	10,845,224		$	11,767,738
Cost of revenue		9,973,938			10,693,293
Gross Profit		871,286			1,074,445
Operating Expenses
General and administrative expenses		597,529			546,128
Sales and marketing expenses		59,333			34,614
Total Operating Expenses		656,862			580,742
Income From Operations		214,424			493,703
Other Income
Forgiveness of debt		-			25,692
Other income		(15,894	)		1,428
Other Income		(15,894	)		27,120
Net Income	$	198,530		$	520,823

See notes to the financial statements. 

 F-4

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Statements of Changes in Members’ Equity 

	Amount
Balance, January 1, 2021	$	335,524
Member distributions		(538,830	)
Net income		520,823
Balance, December 31, 2021		317,517
Member distributions		(621,971	)
Net income		198,530
Balance, December 31, 2022	$	(105,924	)

See notes to the financial statements.  

 F-5

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Statements of Cash Flows

	Years Ended December 31,
	2022			2021
Cash Flows from Operating Activities
Net Income	$	198,530		$	520,823
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Forgiveness of debt		-			(25,692	)
Depreciation		6,777			4,803
(Increase) Decrease in Operating Assets:
Accounts receivable		205,400			(29,697	)
Increase (Decrease) in Operating Liabilities:
Accounts payable and accrued expenses		(199,680	)		23,109
Net Cash Provided by Operating Activities		211,027			493,346
Cash Flows from Financing Activities
Distributions paid		(621,971	)		(538,830	)
Net Cash Used in Financing Activities		(621,971	)		(538,830	)
Net Decrease in Cash		(410,944	)		(45,484	)
Cash at Beginning of Year		535,240			580,724
Cash at End of Year	$	124,296		$	535,240
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for:
Interest	$	-		$	-
Income taxes	$	-		$	-

See notes to the financial statements.  

 F-6

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

NOTE 1 - DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

Nature of Organization

Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee (the "Company") provides residential and commercial real estate brokerage services to the public primarily through sales agents. The business also provides coaching and support services to agents on a fee basis.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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.

Accounts Receivable

Accounts receivable consist of balances due from agents and commissions from closings. For the years ended December 31, 2022 and 2021, the Company did not record any allowance for doubtful accounts, based on the Company's historical ability to collect substantially all receivables. In determining collectability, historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.

Fixed Assets

The cost of property and equipment is depreciated using the straight-line method based on the estimated useful lives of the assets: five years for computers; seven years for office furniture and other equipment.

 F-7

 Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. The methodology establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels as follows:

- Level 1 - Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

- Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

- Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

ASC 820 requires the use of observable data if such data is available without undue cost and effort. When available, the company uses unadjusted quoted market prices to measure the fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation.

Revenue Recognition

The Company applies the provision of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"). The Company measures revenue within the scope of ASC 606 by applying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The application of these five steps necessitates the development of assumptions that require judgment.

The Company records revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a contractual promise to transfer a distinct good or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, performance obligations are satisfied when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

 F-8

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

Real Estate Brokerage Services (Residential)

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company's portion of the agreed-upon commission rate to the property's selling price. The Company may provide services to the buyer, seller, or both parties to a transaction. When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the "buy" side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. In addition to commission, revenue from real estate brokerage services (residential) consists of annual and monthly dues charged to our agents for providing systems, accounting, marketing tools, and compliance services. The annual and monthly dues is recognized each month as services are provided.

Coaching Services

The Company provides mandatory training and guidance to newly licensed agents for their first three sales transactions. Revenue is recognized based on 10% of the commission earned by the agent on these transactions and is recognized upon closing of each real estate transaction. Coaches also provide optional special education services throughout the year to agents. Revenue is recognized over time as the services are provided.

Real Estate Brokerage Services (Commercial)

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing commercial real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company's portion of the agreed-upon commission rate to the property's selling price. The Company may provide services to the buyer, seller, or both parties to a transaction.

 F-9

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

Real Estate Brokerage Services (Commercial), continued

When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the "buy" side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction at a rate of 10% of the gross commission income. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided.

Revenues from contracts with customers are summarized by category as follows for the years ended December 31:

	2022		2021
Real Estate Brokerage Services (Residential)	$	10,768,245	$	11,670,008
Coaching Services		46,987		62,633
Real Estate Brokerage Services (Commercial)		29,992		35,097
Revenue	$	10,845,224	$	11,767,738

Cost of Revenue

Cost of revenue consists primarily of agent commissions.

Advertising

Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2022 and 2021 was $34,363 and $14,547, respectively.

Income Taxes

The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

 F-10

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes (continued)

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only tax jurisdiction.

Leases

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02 (“ASU 2016-02”), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASC 842 as of January 1, 2022 using the modified retrospective basis with a cumulative effect adjustment as of that date. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented.

Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease liabilities are recorded as current portion of long-term operating lease, and within long-term liabilities as long-term operating lease, net of current portion on our consolidated balance sheet as of December 31, 2022.

Adoption of the new lease standard on January 1, 2022 had a material impact on our consolidated balance sheet. The most significant impacts related to the recognition of right-of-use ("ROU") asset of $197,607 and lease liability of $197,607 for our operating lease on the consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The standard did not materially impact our consolidated statement of operations and consolidated statement of cash flows.

 F-11

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard on January 1, 2023.

Subsequent Events Evaluation Date

The Company evaluated the events and transactions subsequent to its December 31, 2022 balance sheet date, in accordance with FASB ASC 855-10-50, “Subsequent Events,” determined there were no significant events to report through April 24, 2023, which is the date the financial statements were available to be issued.

NOTE 3 - CONCENTRATIONS OF BUSINESS AND CREDIT RISK

At times throughout the year, the Company may maintain certain bank accounts in excess of FDIC insured limits of $250,000.

NOTE 4 - FIXED ASSETS

Fixed assets consist of the following as of December 31:

	2022			2021
Equipment	$	13,300		$	13,300
Furniture		15,000			15,000
Less: accumulated depreciation		(9,232	)		(4,429	)
	$	19,068		$	23,871

Depreciation expense for the years ended December 31, 2022 and 2021 was approximately $6,777 and $4,803, respectively.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

The Company is obligated under a noncancellable operating lease terms for office space through December 2024 with monthly payments of $5,410, including annual escalation at 3% plus certain occupancy expenses as prescribed in the lease, including without limitation certain utility costs. Rent expense plus certain occupancy expenses as prescribed in the lease for the years ended December 31, 2022 and 2021 was $91,048 and $83,769, respectively.

 F-12

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

NOTE 5 - COMMITMENTS AND CONTINGENCIES (continued)

The balances for operating leases where the Company is the lessee are presented as follows within the balance sheet:

	December 31,
Operating leases:	2022
Assets:
Operating lease right-of-use asset	$	134,387
Liabilities:
Current portion of long-term operating lease		59,001
Long-term operating lease, net of current portion		75,386
	$	134,387

The components of lease expense are as follows within our statement of income:

	December 31, 2022
Operating lease right-of-use asset	$	66,886

Other information related to leases where we are the lessee is as follows:

	December 31, 2022
Weighted-average remaining lease term:
Operating leases		2.00 years
Discount rate:
Operating leases		1.04	%

Supplemental cash flow information related to leases where we are the lessee is as follows:

	December 31, 2022
Cash paid for amounts included in the measurements of lease liabilities:	$	64,919

As of December 31, 2022, the maturities of our operating lease liability are as follows:

Year Ended:	December 31, 2022
December 31, 2023	$	66,779
December 31, 2024		59,555
Total minimum lease payments		126,334
Less: Interest		(1,354	)
Present value of lease obligations		124,980
Less: Current portion		(59,001	)
Long-term portion of lease obligations	$	65,979

 F-13

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

NOTE 6 - DEBT

Notes Payable

The Company's notes payable balance consists of the following at December 31:

	2022			2021
Economic Injury Disaster Loans	$	150,000		$	150,000
Less: Current Portion		(7,765	)		(4,670	)
Notes Payable - Long Term	$	142,235		$	145,330

Paycheck Protection Program Loan

On May 1, 2020, the Company received loan proceeds under the Paycheck Protection Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) as administered by the U.S. Small Business Administration (the “SBA”) in the principal amount of $25,692 (the “PPP Loan”). The Lender will have 90 days to review borrower’s forgiveness application and the United States Small Business Administration ("SBA") will have an additional 60 days to review the Lender’s decision as to whether the borrower’s loan may be forgiven. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered utilities, and certain covered mortgage interest payments during the twenty-four week period beginning on the date of first disbursement of the PPP Loan.

For purposes of the CARES Act, payroll costs exclude compensation of an individual employee earning more than $100,000, prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. The loan was forgiven in 2021.

Economic Injury Disaster Loan

On June 10, 2020, the Company received proceeds from an Economic Injury Disaster Loan ("EIDL" or "the "Loan") from the Small Business Administration ("SBA"), in the amount of $150,000. The Loan, which is in the form of a promissory note dated June 10, 2020, matures on June 10, 2050 and bears interest at a rate of 3.75% per annum. Payments are to be made monthly beginning as of June 1, 2021 in the amount of $731. Each payment is to be applied first to the interest accrued to the date of receipt of each payment, and the remaining balance, if any, will be applied to the principal. The loan terms provide for a collateral interest for the SBA, and limits the use of proceeds to working capital to alleviate the effects of COVID-19 on the Company's economic condition. Unlike the Paycheck Protection Program ("PPP"), established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") enacted March 27, 2020, the EIDL program does not currently provide a mechanism for loan forgiveness.

Future maturities of the loan payable, if not forgiven, are as follows:

Year ending December 31,
2023	$	7,765
2024		3,213
2025		3,336
2026		3,463
2027		3,567
Thereafter		128,656
	$	150,000

 F-14

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

NOTE 7 - SUBSEQUENT EVENTS

On January 31, 2022, and later amended September 15, 2022, the Company and its sole member entered into an agreement with La Rosa Holdings Corp. pursuant to which La Rosa Holdings Corp. will acquire 51% of the membership interest in Horeb Kissimmee Realty, LLC. La Rosa Franchising LLC, with whom, the Company entered into a franchise agreement with in 2019 is a wholly owned subsidiary of La Rosa Holdings Corp. The agreement will close within five days an underwritten initial public offering of La Rosa Holdings Corp.

 F-15

EX-99.6

Exhibit 99.6

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Balance Sheets

	June 30, 2023			December 31, 2022
	(Unaudited)			(Audited)
Assets
Current Assets
Cash	$	212,161		$	124,296
Accounts receivable, net		137,014			104,151
Total Current Assets		349,175			228,447
Fixed assets, net		9,889			12,291
Right of use asset		211,148			134,387
Total Assets	$	570,212		$	375,125
Liabilities and Members' Equity
Current Liabilities
Accounts payable	$	129,738		$	75,408
Accrued expenses		139,604			121,254
Operating lease liability		141,925			59,001
Note payable, current		-			7,765
Total Current Liabilities		411,267			263,428
Long-Term Liabilities
Operating lease liability, net of current		82,453			75,386
Note payable, net of current		150,000			142,235
Total Long-Term Liabilities		232,453			217,621
Total Liabilities		643,720			481,049
Commitments and contingencies (Note 5)
Members' Deficit		(73,508	)		(105,924	)
Total Liabilities and Members' Equity (Deficit)	$	570,212		$	375,125

See notes to the unaudited interim financial statements.

 F-1

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Statements of Income

	Six Months Ended June 30,
	2023			2022
	(Unaudited)			(Unaudited)
Revenue	$	5,453,824		$	5,787,529
Cost of revenue		4,990,968			5,309,087
Gross Profit		462,856			478,442
Operating Expenses
General and administrative expenses		322,915			307,637
Sales and marketing expenses		17,530			29,563
Total Operating Expenses		340,445			337,200
Income From Operations		122,411			141,242
Other Income (Expense)
Other income, net		-			395
Interest expense		(1,593	)		(2,813	)
Total Other Income (Expense)		(1,593	)		(2,418	)
Net Income	$	120,818		$	138,824

See notes to the unaudited interim financial statements.

 F-2

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Statements of Members’ Equity (Deficit)

	Amount
	(unauidted)
Balance as of January 1, 2023	$	(105,924	)
Member distributions		(88,402	)
Net Income		120,818
Balance as of June 30, 2023	$	(73,508	)
Balance as of January 1, 2022	$	317,517
Member distributions		(510,606	)
Net Income		138,824
Balance as of June 30, 2022	$	(54,265	)

See notes to the unaudited interim financial statements.

 F-3

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Statements of Cash Flows

	Six Months Ended June 30,
	2023			2022
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities:
Net Income	$	120,818		$	138,824
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and amortization		2,719			5,943
Changes in Operating Assets and Liabilities:
Accounts receivable		(32,863	)		222,699
Prepaid expenses					-
Accounts payable		54,329			(235,503	)
Accrued expenses		18,350			11,250
Operating lease liabilities		13,638			-
Net Cash Provided by Operating Activities		176,990			143,213
Cash Flows Used in Investing Activities:
Cash paid for financing lease		(723	)		-
Net Cash Used in Investing Activities		(723	)		-
Cash Flows from Financing Activities:
Distributions paid		(88,402	)		(510,606	)
Net Cash Used in Financing Activities		(88,402	)		(510,606	)
Net Increase (Decrease) in Cash		87,865			(367,393	)
Cash at Beginning of Year		124,296			535,240
Cash at End of Period	$	212,161			167,847
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for:
Interest	$	6,554		$	-
Income taxes	$	-		$	-
Non-Cash Activities:
Right-of-use assets obtained in exchange for lease obligations	$	155,811		$	187,867

See notes to the unaudited interim financial statements.

 F-4

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 1 - DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

Nature of Organization

Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee (the “Company”) provides residential and commercial real estate brokerage services to the public primarily through sales agents. The business also provides coaching and support services to agents on a fee basis.

Liquidity

The Company is subject to the risks and challenges associated with companies at a similar stage of development. These include dependence on key individuals, successful development and marketing of its offerings, and competition with larger companies with greater financial, technical, and marketing resources. Furthermore, during the period required to achieve substantially higher revenue in order to become consistently profitable, the Company may require additional funds that might not be readily available or might not be on terms that are acceptable to the Company. Based on the Company’s current cash position and resources, management believes the Company has adequate resources to fund its operations for the next twelve months from the date these financial statements are made available.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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.

Accounts Receivable

Accounts receivable consist of balances due from agents and commissions from closings. For the six months ended June 30, 2023 and 2022, the Company did not record any allowance for doubtful accounts, based on the Company’s historical ability to collect substantially all receivables. In determining collectability, historical trends are evaluated and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.

Fixed Assets

The cost of property and equipment is depreciated using the straight-line method based on the estimated useful lives of the assets: five years for computers; seven years for office furniture and other equipment.

 F-5

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. The methodology establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels as follows:

- Level 1 - Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

- Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

- Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

ASC 820 requires the use of observable data if such data is available without undue cost and effort. When available, the company uses unadjusted quoted market prices to measure the fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation.

Revenue Recognition

The Company applies the provision of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The Company measures revenue within the scope of ASC 606 by applying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The application of these five steps necessitates the development of assumptions that require judgment.

The Company records revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a contractual promise to transfer a distinct good or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

 F-6

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

Real Estate Brokerage Services (Residential)

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company’s portion of the agreed-upon commission rate to the property’s selling price. The Company may provide services to the buyer, seller, or both parties to a transaction. When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the “buy” side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company’s customers remit payment for the Company’s services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. In addition to commission, revenue from real estate brokerage services (residential) consists of annual and monthly dues charged to our agents for providing systems, accounting, marketing tools, and compliance services. The annual and monthly dues is recognized each month as services are provided.

Coaching Services

The Company provides mandatory training and guidance to newly licensed agents for their first three sales transactions. Revenue is recognized based on 10% of the commission earned by the agent on these transactions and is recognized upon closing of each real estate transaction. Coaches also provide optional special education services throughout the year to agents. Revenue is recognized over time as the services are provided.

Real Estate Brokerage Services (Commercial)

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing commercial real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company’s portion of the agreed-upon commission rate to the property’s selling price. The Company may provide services to the buyer, seller, or both parties to a transaction.

 F-7

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

Real Estate Brokerage Services (Commercial), continued

When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the “buy” side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company’s customers remit payment for the Company’s services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon closing of property within days of the closing of a transaction at a rate of 10% of the gross commission income. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided.

Revenues from contracts with customers are summarized by category as follows for the six months ended June 30:

	2023		2022
	(Unaudited)		(Unaudited)
Real Estate Brokerage Services (Residential)	$	5,396,840	$	5,751,595
Coaching Services		32,893		22,858
Real Estate Brokerage Services (Commercial)		24,091		13,076
Revenue	$	5,453,824	$	5,787,529

Cost of Revenue

Cost of revenue consists primarily of agent commissions.

Advertising

Advertising costs are expensed as incurred. Advertising expenses for the six months ended June 30, 2023 and 2022 was $12,585 and $14,412, respectively.

Income Taxes

The Company is taxed as an “S” Corporation under the Internal Revenue Code. The Company’s income is included in the members’ income tax returns. Accordingly, the Company generally is not subject to federal or certain state income taxes.

 F-8

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Leases

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02 (“ASU 2016-02”), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASC 842 as of January 1, 2022, using the modified retrospective basis with a cumulative effect adjustment as of that date. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented.

Lease assets are included within lease right-of-use assets, and the corresponding lease liabilities are recorded as current portion of long-term leases, and within long-term liabilities as long-term leases, net of the current portion on the consolidated balance sheet as of June 30, 2023.

Adoption of the new lease standard on January 1, 2022 had a material impact on the Company’s consolidated balance sheet. As of June 30, 2023, the Company recognized a right-of-use (“ROU”) asset of $211,148 and a lease liability of $224,378 on the consolidated balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The standard did not materially impact the Company’s consolidated statement of operations and consolidated statement of cash flows.

 F-9

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The Company is currently continuing evaluating the impact of the pending adoption of the new standard on its financial statements and in assumption that the standard does not have material impact on our business.

NOTE 3 - CONCENTRATIONS OF BUSINESS AND CREDIT RISK

At times throughout the year, the Company may maintain certain bank accounts in excess of FDIC insured limits of $250,000.

NOTE 4 - FIXED ASSETS

Fixed assets consist of the following as of June 30:

	2023			2022
Equipment		13,300			13,300
Furniture		15,000			15,000
Less: accumulated depreciation		(18,411	)		(15,175	)
	$	9,889		$	13,125

NOTE 5 - COMMITMENTS AND CONTINGENCIES

The Company is obligated under a noncancellable leases for multiple office spaces through December 2024 with monthly payments of $11,772, including annual escalations plus certain occupancy expenses as prescribed in the lease. Rent expense for six months ended June 30, 2023, and 2022 was $78,492 and $47,446, respectively. In addition, the Company is obligated under a noncancellable lease for a color copier through July 2028 with monthly payments of $362.

 F-10

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

NOTE 6 - DEBT

Notes Payable

The Company’s notes payable balance consists of the following at June 30:

	2023		2022
Economic Injury Disaster Loans	$	150,000	$	150,000
Less: Current Portion		-		-
Notes Payable - Long Term	$	150,000	$	150,000

Economic Injury Disaster Loan

On June 10, 2020, the Company received proceeds from an Economic Injury Disaster Loan (“EIDL” or “the “Loan”) from the Small Business Administration (“SBA”), in the amount of $150,000. The Loan, which is in the form of a promissory note dated June 10, 2020, matures on June 10, 2050 and bears interest at a rate of 3.75% per annum. Payments are to be made monthly beginning as of June 1, 2021 in the amount of $731. Each payment is to be applied first to the interest accrued to the date of receipt of each payment, and the remaining balance, if any, will be applied to the principal. The loan terms provide for a collateral interest for the SBA and limit the use of proceeds to working capital to alleviate the effects of COVID-19 on the Company’s economic condition. Unlike the Paycheck Protection Program (“PPP”), established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted March 27, 2020, the EIDL program does not currently provide a mechanism for loan forgiveness.

NOTE 7 - SUBSEQUENT EVENTS

On January 31, 2022, and later amended September 15, 2022, the Company and its sole member entered into an agreement with La Rosa Holdings Corp. pursuant to which La Rosa Holdings Corp. will acquire 51% of the membership interest in Horeb Kissimmee Realty, LLC. La Rosa Franchising LLC, with whom the Company entered into a franchise agreement with in 2019, is a wholly owned subsidiary of La Rosa Holdings Corp. The agreement will close within five days of an underwritten initial public offering of La Rosa Holdings Corp.

 F-11

XML

Cover	Oct. 13, 2023
Document Information [Line Items]
Document Type	8-K
Entity Registrant Name	La Rosa Holdings Corp.
Entity Central Index Key	0001879403
Amendment Flag	false
Document Creation Date	Oct. 13, 2023
Document Period End Date	Oct. 13, 2023
Entity Address, Address Line One	1420 Celebration Blvd.
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	Celebration
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34747
Entity Incorporation, State or Country Code	NV
Entity File Number	001-41588
Entity Tax Identification Number	87-1641189
City Area Code	321
Local Phone Number	250-1799
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	LRHC
Title of 12(b) Security	Common Stock, $0.0001 par value
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false