La Rosa Holdings: securities offering

Cover page 119 changes

ea0207275-s1a1_larosa.htm

AMENDMENT NO. 1 TO FORM S-1

Registration Statement No. 333-278901

ea0206598-s1_larosa.htm

REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June 4, 11, 2024.

4 unchanged paragraphs

La Rosa Holdings Corp.

(Commission File Number)

1420 Celebration Blvd., 2 nd

Celebration, Florida 34747

( Address, including zip code, and telephone

(Exact name of Registrant as specified in its charter)

(State or other jurisdiction

Classification Code Number)

Celebration Blvd., 2nd Floor

including zip code, and telephone number, including area code, of registrant's principal executive offices)

Chief Executive Officer and President

1 unchanged paragraph

1420 Celebration Blvd., 2 nd

Celebration, Florida 34747

(Name, address, including zip code, and telephone

Ross D. Carmel, Esq.

New York, New York 10036

From time to time after this Registration Statement

If any of the securities being registered on this

If this form is filed to register additional securities

If this form is a post-effective amendment filed

pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed

Indicate by check mark whether the registrant

See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"

and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check

Celebration Blvd., 2nd Floor

address, including zip code, and telephone number, including area code, of agent for service)

Sichenzia Ross Ference Carmel LLP

1185 Ave of the Americas, 31 st 31st Floor

Wood Avenue South, 5th Floor

Approximate date of commencement of proposed sale to the public:

soon as practicable after this Registration Statement becomes effective.

any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

Securities Act of 1933, check the following box. ☒

this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the

pursuant to Rule 462(d) under the Securities Act check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the

Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

2 unchanged paragraphs

The information contained

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

LA ROSA HOLDINGS CORP.

This prospectus (this "Prospectus")

relates to the offer and sale from time to time by the selling stockholder (the "Selling Stockholder") of up to 8,368,521 shares of common stock, par value $0.0001 per share, of La Rosa Holdings Corp., a Nevada corporation.

We are registering the resale of (i) up to

7,734,221 shares of common stock issuable upon conversion of the convertible promissory notes (the "Convertible Notes") issued in two private placement transactions (the "Placements") completed on February 20, 2024 and April 1, 2024, pursuant to substantially identical Securities Purchase Agreements (the "Securities Purchase Agreements") with the Selling Stockholder,

Mast Hill Fund, L.P., a Delaware limited partnership ("Mast Hill" or the "Selling Stockholder"), (ii) up to 517,300 shares issuable upon exercise of warrants (the "Placement Warrants") issued to the Selling Stockholder in the Placements, and (iii) 117,000 shares of common stock issued to the Selling Stockholder in the Placements as commitment fees for entering into the

Securities Purchase Agreements.

registered in accordance with the Placements consist of the following: (i) pursuant to the Securities Purchase Agreement for the Placement that closed on February 20, 2024, with Mast Hill, up to 2,807,017 shares issuable upon conversion of the $1,052,631.58 Convertible

Note issued to Mast Hill in that Placement, up to 215,000 shares issuable upon exercise of the Placement Warrants issued to Mast Hill in that Placement, and 67,000 shares of common stock issued to Mast Hill as a commitment fee for entering into the Securities Purchase

Agreement for that Placement; and (ii) pursuant to the Securities Purchase Agreement for the Placement that closed on April 1, 2024, with Mast Hill, up to 3,509,334 shares issuable upon conversion of the $1,316,000 Convertible Note issued to Mast Hill in that Placement, up to 302,300 shares issuable upon exercise of the Placement Warrants issued to Mast Hill in that Placement, and 50,000 shares of common stock issued to Mast Hill as a commitment fee for entering into the Securities Purchase Agreement for that Placement. For a more complete discussion of the terms and conditions of the Securities Purchase Agreements and Placements, see the discussion under the heading " Private

Placements. " The resale of the 8,368,521 shares by the Selling Stockholder pursuant to this Prospectus is referred to as the

We are not selling any securities under this Prospectus

and will not receive any of the proceeds from the sale of shares of common stock by the Selling Stockholder. We will, however, receive proceeds from the exercise of the Placement Warrants if they are exercised for cash.

The Selling Stockholder is an "underwriter"

within the meaning of Section 2(a)(11) of the Securities Act. The Selling Stockholder may sell the shares of common stock described in this Prospectus in a number of different ways and at varying prices. See " Plan of Distribution " for more information about how the Selling Stockholder may sell the shares of common stock being registered pursuant to this Prospectus.

We are a "controlled company"

as defined under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La Rosa, as of June 4, 2024, controls 74% of the total voting power of our common stock based on his ownership of common stock and the 20,000,000 votes provided by his Series X Super

Voting Preferred Stock, $0.0001 par value per share, (the "Series X Preferred Stock") that votes with the common stock, with respect to director elections and other matters. As a "controlled company," as defined under the Nasdaq Stock Market Rules, we are permitted to elect to rely on certain exemptions from Nasdaq's corporate governance rules. We do not plan to rely on these exemptions, but we may elect to do so in the future. Please read " Prospectus Summary-Implications of Being a Controlled

Company, " beginning on page 7 of this prospectus for more information.

We will pay the expenses incurred in registering

the shares of common stock, including legal and accounting fees. See " Plan of Distribution ."

Our principal executive offices are located at 1420

Celebration Blvd., 2nd Floor, Celebration, Florida 34747.

Act of 1933 as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

information in this preliminary prospectus is not complete and may be changed. The Selling Stockholder named in this prospectus may not sell These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers nor does it seek an offer to buy these securities in any jurisdiction where such the offer or sale is not permitted.

to Completion, dated June 11, 2024

3,636,363 Units consisting of

8,368,521 3,636,363 Shares of Common Stock and

1 unchanged paragraph

and 39 more changes in the filing

Forward-looking statements 9 changes

1 unchanged paragraph

We have included more detailed descriptions of

INDUSTRY AND MARKET DATA

This prospectus includes industry data and forecasts

Such data involve risks and uncertainties and is subject to change based on various factors, including those discussed under "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements."

by reference herein and therein, and other written and oral statements we make from time to time contain certain "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You can identify these forward-looking statements by the fact they use words such as "could," "expect," "anticipate," "estimate," "target," "may," "project," "guidance," "intend," "plan," "believe," "will," "potential," "opportunity," "future," and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert, or change any of them and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, our business development efforts, our prospects for initiating partnerships or collaborations, the effect of new accounting pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds as well as our plans, objectives, expectations, and intentions.

These statements are likely to relate to, among other things, our business strategy, our business development efforts, our prospects for initiating partnerships or collaborations, the effect of new accounting pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds as well as our plans, objectives, expectations, and intentions.

have included more detailed descriptions of these risks and uncertainties and other risks and uncertainties applicable to our business that we believe could cause actual results to differ materially from any forward-looking statement in the " Risk Factors " sections of this prospectus and the documents incorporated by reference herein including, but not limited to, the risk factors incorporated by reference from our filings with the SEC. We encourage you to read those descriptions carefully. Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved.

We encourage you to read those descriptions carefully. Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved. We caution investors not to place significant reliance on forward-looking statements; such statements need to be evaluated in light of all the information contained and incorporated by reference in this prospectus. Furthermore, the statements speak only as of the date of each document, and we undertake no obligation to update or revise these statements.

that we prospectus includes industry data and forecasts obtained from industry publications and surveys, as well as public filings and internal company sources. Industry publications, surveys, and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. Statements as to our ranking, market position, and market estimates are based on third-party forecasts, management's estimates, and assumptions about our markets, and our internal research. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon in those sources, and we cannot assure you of the accuracy or completeness of such information contained in this prospectus. Such data involve risks and uncertainties and is subject to change based on various factors, including those discussed under "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements."

Prospectus summary 153 changes

This summary highlights selected information

Some of the statements in this prospectus are forward-looking statements. See the section titled "Cautionary Note Regarding Forward-Looking Statements."

In this prospectus, "La Rosa Holdings,"

We are the holding company for five agent-centric,

In addition to providing person-to-person residential

Our real estate brokerage offices, both corporate and franchised, are staffed with 2,454 licensed real estate brokers and sales associates as of March 31, 2024.

We have built our business by providing the home

Our agent-centric commission model enables our

Moreover, we believe that our proprietary technology,

Disruptions related to the COVID-19 pandemic resulted

It is management's intention to acquire

We provide our agents and employees with cloud-based

In February 2023, we launched our proprietary

● Effective email campaigns;

● Detailed business plans;

● Innovative video scripts; and

Our proprietary technology and third-party services

Internally, we use our technology to provide our

While our offices and our franchisor's offices

In November 2023, the Company entered into a strategic

In end of 2023, the Company entered into a strategic

In March 2024, the Company officially launched

Our primary market is in the United States.

Our financial results are driven by the total

The majority of our revenue is derived from a

The real estate brokerage business is highly competitive.

We also face competition from internet-based real

In the property management arena, we compete against

Our real estate coaching business competes against

Many of our existing and potential competitors

Our Corporate History

La Rosa Holdings Corp. was incorporated in the

On October 12, 2023, we consummated our initial

real estate brokerage agencies;

● Nona Legacy Powered By La Rosa Realty, Inc. (formerly, La

summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our securities. You should carefully read the entire prospectus, including the risks associated with an investment in our company discussed in the "Risk Factors" section of this prospectus, before making an investment decision. Some of the statements in this prospectus are forward-looking statements. See the section titled "Special Note Regarding Forward-Looking Statements."

this prospectus, "La Rosa Holdings," "Company," "we," "us," "our," and similar references refer to La Rosa Holdings Corp. and its subsidiaries.

are the holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate segments. Our primary business, La Rosa Realty, LLC, has been listed in the "Top 75 Residential Real Estate Firms in the United States" from 2016 through 2020 by the National Association of Realtors, the leading real estate industry trade association in the United States.

addition to providing person-to-person residential and commercial real estate brokerage services to the public, we cross sell ancillary technology-based products and services primarily to our sales agents and the sales agents associated with our franchisees. Our business is organized based on the services we provide internally to our agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, and property management. Our real estate brokerage business operates primarily under the trade name La Rosa Realty, which we own, and, to a lesser extent, under the trade name Better Homes Realty which we license. We have 21 La Rosa Realty corporate real estate brokerage offices and branches located in Florida, California, Texas, and Georgia. We have 16 La Rosa Realty franchised real estate brokerage offices and branches and two affiliated real estate brokerage offices that pay us fees in two states in the United States and Puerto Rico. Our real estate brokerage offices, both corporate and franchised, are staffed with 2,454 licensed real estate brokers and sales associates as of March 31, 2024.

have built our business by providing the home buying public with well trained, knowledgeable realtors who have access to our proprietary and third-party in-house technology tools and quality education and training, and valuable marketing that attracts some of the best local realtors who provide value-added services to our home buyers and sellers that are attracted to our brands. We give our real estate brokers and sales agents who are seeking financial independence 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 with several recurring revenue streams, yielding relatively high margins and cash flow.

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 believe that agents who join our Company from the major real estate brokerage firms have increased their income by an average of approximately forty percent (40%). They can then use this additional income to reinvest in their businesses or as take-home profit. This is a strong incentive for them to compete against the discount, flat fee and internet brokerages that have sprung up in the past several years. Instead of us taking a greater share of their income, our agents pay what we believe to be reduced rates for training and mentorship and our proprietary technology. Our franchise model has a similar pricing methodology, permitting the franchise owner the freedom to operate their business with minimal control and lower expense than other franchise offerings.

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.

related to the COVID-19 pandemic resulted in a downturn in our local residential real estate market in 2020. However, our local real estate market rebounded significantly in 2021 and continues to hold up notwithstanding significant increases in mortgage rates as the pandemic has caused what appears to be a large migration into our market areas from other states. Because nearly all of our sales agents, who are independent contractors, were working remotely before the pandemic struck, and because Florida did not mandate stay-at-home orders like many other states, the manner in which our business is conducted during the pandemic has not changed significantly and has not affected the productivity of our sales agents in 2021, in 2022, or in 2023.

On October 12, 2023, we consummated our

our initial public offering (the "IPO"). Following our IPO, as of the date of this prospectus, we have acquired majority ownership of the following franchisees of the Company: Nona Legacy Powered By La Rosa Realty, Inc. (formerly, La Rosa Realty Lake Nona Inc.), Horeb Kissimmee Realty, LLC, La Rosa Realty Premier, LLC, La Rosa Realty Orlando, LLC, La Rosa Realty Georgia, LLC, La Rosa Realty California, and La Rosa Realty Lakeland LLC and 100% ownership of the following franchisees of the Company: La Rosa CW Properties, LLC, La Rosa Realty North Florida LLC, and La Rosa Realty Winter Garden LLC, and La Rosa Realty Success LLC.

We intend to continue growing our business organically and by acquisition.

is management's intention to acquire additional franchisees in 2024. We continuously look to search for potential acquisition targets.

additional franchisees in 2024. We continuously look to search for potential acquisition targets. Management is in discussions with several franchisees; however, any future agreements may have terms that are materially different than the terms of completed acquisitions. We cannot guarantee that the Company will actually enter into any binding acquisition agreements with any of those companies. If we do, we cannot assure you that the terms of such acquisitions will be substantially the same or better for the Company than those of completed acquisitions.

provide our agents and employees with cloud-based real estate brokerage services by utilizing our consumer-facing websites, including our corporate website https://www.larosarealty.com and our proprietary technology that provides brokerage operations management tools.

When an agent is on-boarded, they are required to take our monthly Foundations Series which covers the use of our proprietary applications.

real estate brokerage services by utilizing our consumer-facing websites, including our corporate website https://www.larosarealty.com and our proprietary technology that provides brokerage operations management tools. When an agent is on-boarded, they are required to take our monthly Foundations Series which covers the use of our proprietary applications. Through our websites, we provide buyers, sellers, landlords, and tenants with access to all of the available properties for sale or lease on the multiple listing service ("MLS"), in each of the markets in which we operate. We provide each of our Company franchisees and their agents with their own personal website that they can modify to match their personal branding. Our website also gives consumers access to our network of professional real estate agents and vendors. Additionally, the websites we provide use Artificial Intelligence ("AI") integrated Client Relationship Management ("CRM") software to enhance the consumers' internet experience and assist our agents with lead generation and lead capture through the AI features. For example, our CRM software, which is integrated into our websites, uses AI to generate marketing leads for our agents by sending marketing materials to potential buyers and sellers automatically without any agent involvement. Our technology platform also provides unique automated blogging and comprehensive social media marketing campaigns for our agents to create top of mind public awareness of our brand.

February 2023, we launched our proprietary technology system - JAEME, part of "My Agent Account." JAIME is a real estate AI assistant created to support and inspire our agents with personalized content to drive marketing, efficiency, and sales. This advanced technology can help agents to provide services to their clients in a more efficient way - even from their mobile devices. Through JAEME, La Rosa's agents can easily create:

● Compelling property descriptions;

● High-conversion newsletter campaigns.

proprietary technology and third-party services and platforms provide our agents and franchisees with commission management and accounting systems, an internal agent "intranet" application, customer relationship management applications, a transaction management solution, and automated marketing and social media applications and privacy and identity protections. The combination of our brands, proprietary technology, services, data, lead generation, and marketing tools gives our agents the power to offer best-in-class service to their clients.

we use our technology to provide our Company agents, employees and franchisees with the means to find and develop new business, manage their relationships both externally with their clients and internally with the Company or their franchisor, develop better skills and knowledge in their areas of endeavor and, we believe, enhance their earning potential. While no one can predict the ups and downs of the real estate market, we believe that the "weapons" we provide to our Company agents, employees and franchisees help them fight the adverse economic conditions, a volatile market and the competition.

our offices and our franchisor's offices act as their "home base," most agents use our offices primarily for real estate closings and training. We monetize our technology by charging our agents and our franchisor's agents what we believe to be a reasonable a monthly fee for the use of our suite of tools.

Our Recent Strategic Partnerships

November 2023, the Company entered into a strategic referral partnership agreement with Janover Inc. (Nasdaq: JNVR) ("Janover"), an AI-enabled B2B fintech marketplace connecting commercial property borrowers and lenders with a human touch. Janover operates an online commercial loan marketplace that connects prospective borrowers and lenders for originating loans and will introduce the Company to clients that need commercial real estate brokers. The partnership is expected to provide our brokers with new tools to facilitate commercial loans, thereby generating a new revenue stream for our brokers and the Company.

the end of 2023, the Company entered a strategic partnership with Final Offer, a consumer-facing offer management and negotiation platform driven by agents. Final Offer is a technology platform that is designed to simplify real estate transactions, enabling buyers to make successful offers and sellers to maximize the outcome of their sales. Final Offer's online process allows sellers to establish a minimum sales price and other deal terms online and pre-approved buyers to make binding offers. If a seller sets a "Final Offer" price and terms, an interested buyer can accept it instantly, putting the property under contract. We believe that the Final Offer's innovative platform is designed to empower both real estate agents and their clients with real-time transparency, streamlining the offer management and negotiation process, creating a fair playing field for all while also providing accountability and trust.

March 2024, the Company officially launched Final Offer. Final Offer is available to real estate brokers on the Company's platform in key markets across Florida and Georgia, with plans to expand the offering across the organization.

primary market is the United States. As of June 11, 2024, we have

As of June 4, 2024, we have 22 La Rosa Realty corporate real estate brokerage offices and branches in Florida, California, Texas, and Georgia. We also have 15 La Rosa Realty franchised real estate brokerage offices and branches and two affiliated real estate brokerage offices that pay us fees in two states in the United States and Puerto Rico.

financial results are driven by the total number of sales agents in our Company, the number of sales agents closing commercial real estate transactions, the number of sales agents utilizing our coaching services, and the number of agents who work with our franchisees. We grew our total agent count from our founding in 2004 to 2,454 agents as of March 31, 2024.

majority of our revenue is derived from a stable set of fees paid by our brokers, franchisees, and consumers. We have multiple revenue streams, with the majority of our revenue derived from commissions paid by consumers who transact business with our and our franchisee's agents, royalties paid by our franchisees, dues and technology fees paid by our sales agents, our franchisees and our franchisees' agents. Our major revenue streams come from such sources as: (i) residential real estate brokerage revenue, (ii) revenue from our property management services, (iii) franchise royalty fees, (iv) fees from the sale or renewal of franchises and other franchise revenue, (v) coaching, training and assistance fees, (vi) brokerage revenue generated transactionally on commercial real estate, and (vii) fees from our events and forums.

Our Competition and Strengths

real estate brokerage business is highly competitive. We primarily compete against other independent real estate brokerage agencies in our local markets as well as the international and national real estate brokerage franchisors seeking to grow their franchise system, many of which have a longer operational history and greater resources than us. We compete against other brokerages to attract transactional clients based on our personalized service with experienced brokers who know the local market, the number and quality of listings, our brand and reputation and our marketing efforts. We also compete to attract real estate professionals based on our brand and reputation, the quality of our training and coaching, our marketing efforts, our generous 100% commission "split" for experienced brokers and our technology tools that make the brokers more efficient and productive. We believe that competition in the real estate brokerage franchise business is based principally upon the reputational strength of the brand, the quality of the services offered to franchisees, and the amount of franchise-related fees to be paid by franchisees.

also face competition from internet-based real estate brokers. These companies do not provide the same personalized brokerage services that we do and emphasize low price prices and a do-it-yourself philosophy.

the property management arena, we compete against independent local property management companies and the major national and international commercial real estate property managers. While most of our property management business comes from referrals in our local market, we compete on price and our ability to be on the ground and available to handle day-to-day matters for our clients.

real estate coaching business competes against other in-house training services operated by independent real estate brokerage agencies and the international and national franchisors named above, as well as online providers. We compete on the basis of personalized instruction, our mentorship program that provides a neophyte agent with an experienced coach to guide her and answer questions on an ongoing basis after the classroom instruction has ended.

of our existing and potential competitors have substantial competitive advantages, including a larger national and international footprint and more recognizable brand, greater financial resources, longer operating histories, a greater breadth of marketing coverage, more extensive relationships in the residential and commercial real estate industry with brokers, agents, service providers and advertisers, stronger relationships with third party data providers such as multiple listing services and listing aggregators, maintain their own in-house software development, have access to larger user bases and greater intellectual property portfolios.

Rosa Holdings Corp. was incorporated in the State of Nevada on June 14, 2021 by its founder, Mr. Joseph La Rosa, to become the holding company for five Florida limited liability companies in which Mr. La Rosa held or controlled a one hundred percent ownership interest: (i) La Rosa Coaching, LLC ( "Coaching");

Rosa Coaching, LLC ("Coaching");

Rosa CRE, LLC ("CRE");

Rosa Franchising, LLC ("Franchising");

Rosa Property Management, LLC ("Property Management"); and

Rosa Realty, LLC ("Realty").

(ii) La Rosa CRE, LLC ("CRE"); (iii) La Rosa Franchising, LLC ("Franchising"); (iv) La Rosa Property Management LLC ("Property Management"); and (v) La Rosa Realty LLC ("Realty"). Coaching, CRE, Franchising, Property Management and Realty became direct, wholly owned subsidiaries of the Company as a result of the closing of the Reorganization Agreement and Plan of Share Exchange, dated July 22, 2021, which was effective on August 4, 2021. Pursuant to the Reorganization Agreement, the members of each LLC exchanged 100% of their limited liability company membership interests for one share of the Company's common stock, $0.0001 par value per share, which share was automatically redeemed for nominal consideration upon the closing of the transaction, resulting each LLC becoming the direct, wholly owned subsidiary of the Company.

October 12, 2023, we consummated our initial public offering (the "IPO"). Following our IPO, as of the date of this prospectus, we have acquired majority ownership of the following franchisees of the Company:

● La Rosa Realty, LLC is engaged in the residential real estate brokerage business;

1 unchanged paragraph

1 unchanged paragraph

and 73 more changes in the filing

Risk factors 115 changes

1 unchanged paragraph

Our independent registered public

Although our audited financial statements for

We plan on continuing to expand via acquisition,

We have a limited operating history

We began operations in 2021. As a result of our

We may not realize the expected benefits

The success of our recent acquisitions will depend,

Our failure to maintain our compliance

Our common stock is currently listed on the Nasdaq

If we violate Nasdaq's listing requirements,

Future issuances of our common stock

Future issuances of our common stock or securities

Future issuances of debt securities,

In the future, we may attempt to increase our

Concentration of ownership of our

Mr. La Rosa may have interests different than

We are and, upon the completion of this offering,

We are authorized to issue "blank

Our articles of incorporation authorize us to

and below could materially adversely affect our business, operating results and financial condition, as well as cause the value of our securities to decline. You may lose all or part of your investment as a result. You should also refer to the other information contained in this prospectus, or incorporated by reference, including our financial statements and the notes to those statements, and the information set forth under the caption "Special Note Regarding Forward-Looking Statements." Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned below. Forward-looking statements included in this prospectus are based on information available to us on the date hereof, and all forward-looking statements in documents incorporated by reference are based on information available to us as of the date of such documents. We disclaim any intent to update any forward-looking statements. The risks described below and contained in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in our other periodic reports are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also adversely affect our business operations.

Risks Related to Our Business

independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern." If we are unable to continue as a going concern, our securities will have little or no value.

our audited financial statements for the years ended December 31, 2023 and 2022, were prepared under the assumption that we would continue our operations as a going concern, the report of our independent registered public accounting firm that accompanies our financial statements for the years ended December 31, 2023 and 2022, contains a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on that we have incurred recurring net losses, and our operations have not provided net positive cash flows.

plan on continuing to expand via acquisition, which we believe will us achieve future profitability, and we intend to raise capital from outside investors, as we have done in the past, to fund operating losses and to provide capital for further business acquisitions. However, there are no assurances that such financing will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through sales of our products, financings or from other sources or transactions, we will exhaust our resources and will be unable to continue operations. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us.

have a limited operating history with financial results that may not be indicative of future performance, and our revenue growth rate is likely to slow down as our business matures and may slow down due to the recent antitrust litigation.

began operations in 2021. As a result of our limited operating history, we have limited financial data that can be used to evaluate our current business, and such data may not be indicative of future performance. We have encountered, and expect to continue to encounter, risks and difficulties frequently experienced by growing companies, including challenges in financial forecasting accuracy, hiring of experienced personnel, hiring of technology employees, determining appropriate investments, developing new products and features, assessing legal and regulatory risks, among others. Any evaluation of our business and prospects should be considered in light of our limited operating history, and the risks and uncertainties inherent in investing in early-stage companies. In addition, recent settlements of litigation based on alleged violations of federal and state antitrust laws may have an adverse impact on our potential growth.

may not realize the expected benefits of our recent acquisitions because of integration difficulties and other challenges.

success of our recent acquisitions will depend, in part, on our ability to realize the anticipated revenue, cost-savings, tax, collaboration and other synergies from integrating our two recent acquisitions with our existing business. The integration process may be complex, costly, and time-consuming. We may not accomplish the integration smoothly, successfully, or within the anticipated costs or time frame. The diversion of the attention of management from our current operations to the integration effort and any difficulties encountered in combining operations could prevent us from realizing the full benefits anticipated to result from the share exchanges and could adversely affect our business. In addition, the integration efforts could divert the focus and resources of the management of the Company from other strategic opportunities and operational matters during the integration process.

The diversion of the attention of management from our current operations to the integration effort and any difficulties encountered in combining operations could prevent us from realizing the full benefits anticipated to result from the share exchanges and could adversely affect our business. In addition, the integration efforts could divert the focus and resources of the management of the Company from other strategic opportunities and operational matters during the integration process.

Risks Related to the Ownership of Our Common Securities

failure to maintain our compliance with Nasdaq's continued listing standards or other requirements could result in our common stock being from Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment.

common stock is currently listed on the Nasdaq Capital Market on Nasdaq under the symbol "LRHC." Nasdaq requires listed issuers to comply with certain standards in order to remain listed on its exchange. If, for any reason, Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another reputable national securities exchange, a reduction in some or all of the following may occur, each of which could materially adversely affect our stockholders.

On November 24, 2023, Nasdaq notified us that we had no longer met

that we had longer met Nasdaq Listing Rule 5550(b)(2) requiring the Company to maintain a minimum market value of listed securities ("MVLS") of $35 million based on the Company's MVLS for the prior 30 consecutive business days. Nasdaq Rule 5550 requires a Nasdaq-listed company to meet at least of one of the continued listing standards under Nasdaq Rule 5550(b), including having a (i) stockholders' equity of at least $2.5 million (the "Equity Standard"), (ii) the MVLS standard; or (iii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years. Nasdaq had given us 180 days to regain compliance under Nasdaq Rule 5550, or until May 22, 2024. On April 18, 2024, Nasdaq notified us that we had regained compliance with Nasdaq Rule 5550 by satisfy satisfying the Equity Standard under Listing Rule 5550(b).

we violate Nasdaq's listing requirements, or if we fail to meet any of Nasdaq's listing standards, our common stock may be delisted. A delisting of our common stock from Nasdaq may materially impair our stockholders' ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock could significantly impair our ability to raise capital and the value of your shares.

issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock could cause the market price of our common stock to decline and would result in the dilution of your holdings.

issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock could cause the market price of our common stock to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our common stock. In all events, future issuances of our common stock would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur could adversely affect the market price of our common stock.

issuances of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our securities.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities and lenders with respect to other borrowings we may make would receive distributions of our available assets prior to any distributions being made to holders of our common stock.

capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of common stock in with respect of to the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offering or borrow money from lenders will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any such future offerings or borrowings. Holders of our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our securities.

of ownership of our voting stock by Mr. La Rosa will prevent new investors from influencing significant corporate decisions.

Based on our common stock outstanding as of June

June 4, 11, 2024, Mr. La Rosa had has voting power of approximately 74% of our outstanding voting stock. As a result, Mr. La Rosa, our President and Chief Executive Officer, Chairman of the Board of Directors, and majority stockholder, controls all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of Mr. La Rosa may not coincide with the interests of other stockholders.

Mr. La Rosa may have interests different than yours and may vote in a way with which you disagree and that may be adverse to your interests. In addition, Mr. La Rosa's concentration of ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our common stock to decline or prevent our stockholders from realizing a premium over the market price for their common stock. In addition, he may want the Company to pursue strategies that deviate from the interests of other stockholders. Investors should consider that the interests of the Mr. La Rosa may differ from their interests in material respects.

As a "controlled company" under the rules of the Nasdaq

under the rules of the Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on adversely affect our public stockholders.

are and, upon the completion of this offering, will continue to be a "controlled company" as defined under the Nasdaq Listing Rule 5615(c)(1) and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the Nasdaq Capital Market Rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors. Although we do not intend to rely on the "controlled company" exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the "controlled company" exemption, a majority of the members of our Board of Directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, during any time while we remain a controlled company relying on the exemption and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to stockholders of companies that are subject to all the Nasdaq Capital Market corporate governance requirements. Our status as a controlled company could cause our shares to be less attractive to certain investors or otherwise harm our trading price.

are authorized to issue "blank check" preferred stock without stockholder approval, which could adversely impact the rights of holders of our common stock.

Our Amended and Restated Articles of Incorporation authorize us to issue up to 50,000,000 shares of "blank check" preferred stock, meaning our Board of Directors can designate the rights and preferences of classes or series of such preferred stock without stockholder approval. Any preferred stock that we issue in the future may rank ahead of our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our common stock. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of common stock, which could dilute the value of common stock to current stockholders and could adversely affect the market price, if any, of our common stock.

1 unchanged paragraph

If our shares of common stock become

subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer

practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.

If we do not retain a listing on Nasdaq or another national securities exchange and if the price of our common stock is less than $5.00, our common stock could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser's written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks;

and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

We have relied upon cash from financing activities,

Our common stock may be affected by

Our common stock has experienced, and is likely

The price of our common stock may

We cannot predict the size of future issuances

We currently do not intend to declare

We currently do not expect to declare any dividends

We may need but be unable to obtain additional

additional funding on satisfactory terms, which could dilute our stockholders or impose burdensome financial restrictions on our business.

We have relied upon cash from financing activities, and, in the future, we hope to rely on revenues generated from operations to fund the cash requirements of our activities. However, there can be no assurance that we will be able to generate any significant cash from our operating activities in the future. Future financing may not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing or other financing of securities senior to the common stock will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on our business, prospects, financial condition, and results of operations because we could lose our existing sources of funding, and our ability to secure new sources of funding could be impaired.

common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock.

common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely affect the market prices of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the market prices of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock and warrants will be stable or appreciate over time.

price of our common stock may be adversely affected by the future issuance and sale of shares of our common stock or other equity securities.

cannot predict the size of future issuances or sales of our common stock or other equity securities, future acquisitions or capital raising activities, or the effect, if any, that such issuances or sales may have on the market price of our common stock. The issuance and sale of substantial amounts of common stock or other equity securities or announcement that such issuances and sales may occur could adversely affect the market price of our common stock.

currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock.

We currently do not expect to declare any dividends on our common stock in the foreseeable future. Instead, we anticipate that all our earnings in the foreseeable future will be used to provide working capital to support our operations and to finance the growth and development of our business. Any decision to declare or pay dividends in the future will be at the discretion of our Board, subject to applicable laws, and dependent upon several factors, including our earnings, capital requirements, and overall financial conditions. In addition, terms of any future debt or preferred securities may further restrict our ability to pay dividends on our common stock. Accordingly, your only opportunity to achieve a return on your investment in our common stock may be if the market price of our common stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock.

Our management will have broad discretion

in how to use the net proceeds from this offering and may not use them effectively.

management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section of this prospectus entitled " Use of Proceeds ." You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our securities to decline. Pending the application of these funds, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

There is no public market for the Common

Warrants and Pre-Funded Warrants and none is expected to develop.

There is no public trading market for the Common

Warrants and Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to list the Common Warrants and the Pre-Funded Warrants on The Nasdaq Capital Market or any other national securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Common Warrants and the Pre-Funded Warrants will be limited.

Holders of the Common Warrants and the

Pre-Funded Warrants will have no rights as holders of common stock until they exercise their Common Warrants or Pre-Funded Warrants and acquire common stock.

and 35 more changes in the filing

Use of proceeds 25 changes

This Prospectus relates to shares of our common

stock that may be offered and sold from time to time by the Selling Stockholder. We will receive no proceeds from the sale of shares of common stock by the Selling Stockholder.

We will receive proceeds upon exercise of the Warrants, assuming they are not exercised on a "cashless" basis. The holder may exercise the Warrants by a "cashless" exercise if the Market Price is less than the exercise price of the Warrants, then in effect, and there is no effective registration statement for the resale of the underlying shares of common stock. "Market Price" means the highest traded price of the common stock during the thirty trading days before the date of the respective exercise notice.

To the extent any Warrants are not exercised on a "cashless basis," we intend to use the net proceeds entirely for general corporate purposes, working capital requirements, and other purposes that the Board of Directors deems to be in the best interests of the Company.

We estimate the net proceeds from this offering

will be approximately $3.24 million (or approximately $3.71 million if the Over-Allotment Option is exercised in full for shares of Common Stock), after deducting estimated underwriting discounts and commissions and our estimated offering expenses, and based on the assumed public offering price of $1.1 per Unit (the last reported sale price of our common stock on The Nasdaq Capital Market on June 10, 2024).

A $1.00 increase (decrease) in the assumed

public offering price of $1.10 per share of common stock would increase (decrease) the net proceeds to us from this offering by approximately $3.3 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Similarly, an increase (decrease) of 100,000

in the number of Units and/or Pre-Funded Units, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us by $0.1 million, assuming the assumed public offering price of $1.10 per Unit remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We currently intend to use the net proceeds from

the sale of the securities under this prospectus for working capital and general corporate purposes, including the repayment of debt.

Specifically, we intend to use approximately 34% of the net proceeds (approximately $1.1 million) to prepay in full a senior secured convertible note issued to an accredited investor on February 20, 2024, in the aggregate principal amount of $1,052,631.58 for a purchase price of $1,000,000. The outstanding principal amount under the note bears interest at a rate of 13% per annum and matures on the first anniversary of the issuance date, February 20, 2025. The Company used the net proceeds from the sale of the note for general corporate purposes and working capital purposes.

The foregoing discussion assumes the sale of Units

only and no exercise of the Common Warrants forming part of the Units. The sale of Pre-Funded Units, which, if sold, would reduce the number of shares of common stock that we are offering that are part of the Units on a one-for-one basis and hence reduce the net proceeds accordingly.

We reserve the right, at the sole discretion of our management, to reallocate the proceeds of this offering in response to developments in our business and other factors.

Pending the use of the proceeds as described above,

we intend to invest the net proceeds of this offering in short-term interest-bearing investment grade instruments.

The amounts and timing of our actual expenditures

will depend on numerous factors, including the amount of cash used in our operations. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds and investors will be relying on the judgment of our management regarding the application of the net proceeds from this offering.

Based upon our historical and anticipated future

growth and our financial needs, we may engage in additional financings of a character and amount that we determine as the need arises.

We may raise additional capital through additional public or private financings, the incurrence of debt and other available sources.

We have not declared or paid any

cash dividends on its publicly traded common stock after the completion of our initial public offering in October 2023. We currently intend to retain earnings and profits, if any, to support our business strategy and do not intend to pay any cash dividends within the foreseeable future. Any future determination to pay cash dividends will be at the sole discretion of our Board of Directors and will depend upon our financial and operating results, capital requirements, general business conditions, and any other factors that our Board of Directors deems relevant.

Description of the securities 120 changes

Our authorized capital stock currently consists

authorized capital stock consists of 400,000,000 300,000,000 shares, consisting of 250,000,000 shares of common stock, with a par value of $0.0001 per share, and 50,000,000 shares of "blank check" preferred stock, with a par value of $0.0001 per share.

1 unchanged paragraph

As of the date of this prospectus, there were

15,134,177 shares of common stock and 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding. Upon closing of this offering, we will have 23,385,698 shares of common stock outstanding, assuming (i) the Convertible Notes issued to the Selling Stockholder are converted into 7,734,221 shares of common stock, (ii) the Warrants held by the Selling Stockholder exercised for 517,300 shares of common stock, and (iii) no other shares of common stock are issued by us. If less than all of the Convertible Notes or Warrants are converted into or exercised for shares of common stock, we would have less common stock outstanding after the offering.

Voting Rights. The holders of common stock

Dividend Rights . Subject to preferences

Liquidation Rights . In the event of our

Other Rights . Holders of common stock

terms of the classes of our capital stock. following the filing of our articles of incorporation. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Amended and Restated Articles of Incorporation and our bylaws which have been filed as exhibits to the registration statement of which this prospectus is a part.

As of June 11, 2024, 15,134,177 shares of

common stock and 2,000 shares of Series X Super Voting Preferred Stock were issued and outstanding.

Rights. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Under our articles of incorporation and bylaws, any corporate action to be taken by vote of stockholders other than for election of directors shall be authorized by the affirmative vote of the majority of votes cast. Directors are elected by a plurality of votes. Stockholders do not have cumulative voting rights.

Rights . Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Board of Directors out of legally available funds.

Rights . In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock.

Rights . Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock.

2 unchanged paragraphs

Stock is entitled to the following rights:

Voting Rights . Each share of our Series

Conversion . The Series X Super Voting Preferred

Dividend Rights . The holders of our Series

Liquidation Rights . The holders of the

Warrants and Options

As of June 4, 2024, there are nine (9) outstanding

Anti-Takeover Effects of Nevada Law and our Articles of Incorporation and bylaws Anti-takeover Effects of Nevada Law Business Combinations The "business combination" provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation with at least 200 stockholders of record, a "resident domestic corporation," from engaging in various "combination" transactions with an "interested stockholder" unless certain conditions are met or the corporation has elected in its articles of incorporation to not be subject to these provisions. We have not elected to opt out of these provisions and if we meet the definition of resident domestic corporation, now or in the future, our company will be subject to these provisions.

A "combination" is generally defined

to include (a) a merger or consolidation of the resident domestic corporation or any subsidiary of the resident domestic corporation with the interested stockholder or affiliate or associate of the interested stockholder; (b) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, by the resident domestic corporation or any subsidiary of the resident domestic corporation to or with the interested stockholder or affiliate or associate of the interested stockholder having: (i) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the resident domestic corporation, (ii) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the resident domestic corporation, or (iii) 10% or more of the earning power or net income of the resident domestic corporation; (c) the issuance or transfer in one transaction or series of transactions of shares of the resident domestic corporation or any subsidiary of the resident domestic corporation having an aggregate market value equal to 5% or more of the resident domestic corporation to the interested stockholder or affiliate or associate of the interested stockholder; and (d) certain other transactions with an interested stockholder or affiliate or associate of the interested stockholder.

An "interested stockholder" is generally

defined as a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation's voting stock. An "affiliate" of the interested stockholder is any person that directly or indirectly through one or more intermediaries is controlled by or is under common control with the interested stockholder. An "associate" of an interested stockholder is any (a) corporation or organization of which the interested stockholder is an officer or partner or is directly or indirectly the beneficial owner of 10% or more of any class of voting shares of such corporation or organization; (b) trust or other estate in which the interested stockholder has a substantial beneficial interest or as to which the interested stockholder serves as trustee or in a similar fiduciary capacity; or (c) relative or spouse of the interested stockholder, or any relative of the spouse of the interested stockholder, who has the same home as the interested stockholder.

If applicable, the prohibition is for a period

of two years after the date of the transaction in which the person became an interested stockholder, unless the combination meets all of the requirements of the resident domestic corporation's articles of incorporation and the combination or transaction by which the person first became an interested stockholder is approved by the board of directors prior to the date the interested stockholder obtained such status; or the combination is approved by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders. The prohibition extends beyond the expiration of the two-year period, unless the combination meets all of the requirements of the resident domestic corporation's articles of incorporation and (a) the combination or transaction by which the person first became an interested stockholder was approved by the board of directors before the person became an interested stockholder; (b) the combination is approved by the affirmative vote of a majority of the voting power held by disinterested stockholders at a meeting called for that purpose no earlier than two years after the date the person first became an interested stockholder; or (c) if the consideration to be paid to all stockholders other than the interested stockholder is, generally, at least equal to the highest of: (i) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, plus compounded interest and less dividends paid, (ii) the market value per share of common shares on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, plus compounded interest and less dividends paid, or (iii) for holders of preferred stock, the highest liquidation value of the preferred stock, plus accrued dividends, if not included in the liquidation value. With respect to (i) and (ii) above, the interest is compounded at the rate for one-year United States Treasury obligations from time to time in effect.

The business combination provisions do not apply

to a person after the expiration of four years after the person first became an interested stockholder.

Applicability of the Nevada business combination statute would discourage parties interested in taking control of our company if they cannot obtain the approval of our Board. These provisions could prohibit or delay a merger or other takeover or change in control attempt and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Control Share Acquisitions

The "control share" provisions of

Sections 78.378 to 78.3793, inclusive, of the NRS, apply to "issuing corporations" that are Nevada corporations with at 200 or more stockholders of record, at least 100 of whom have had addresses in Nevada appearing on the stock ledger of the corporation at all times during the 90 days immediately preceding the determination date, and that conduct business directly or indirectly in Nevada, unless the corporation has elected to not be subject to these provisions.

The control share statute prohibits an acquirer

of shares of an issuing corporation, under certain circumstances, from voting its shares of a corporation's stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation's disinterested stockholders.

The statute specifies three thresholds: (a) one-fifth or more but less than one-third, (b) one-third but less than a majority, and (c) a majority or more, of the outstanding voting power. Generally, once a person acquires shares in excess of any of the thresholds, those shares and any additional shares acquired within 90 days thereof become "control shares" and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters' rights.

A corporation may elect to not be governed by,

or "opt out" of, the control shares provisions by making an election in its articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10 day following the date an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. We have not opted out of these provisions and will be subject to the control share provisions of the NRS if we meet the definition of an issuing corporation upon an acquiring person acquiring a controlling interest unless we later opt out of these provisions and the opt out is in effect on the 10 day following such occurrence.

The effect of the Nevada control share statute

is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of our company.

of Incorporation and Bylaws

Articles of Incorporation and bylaws contains provisions that could make it more difficult to acquire control of our Company by means of a tender offer, open market purchases, a proxy contest or otherwise. A description of these provisions is set forth below.

Stock . We believe that the availability of the "blank check" preferred stock under our Articles of Incorporation provides us with flexibility in addressing corporate issues that may arise. The Board of Directors has the power, subject to applicable law, to issue a series of preferred stock that could, depending on the terms of the series, impede the completion of a merger, tender offer or other takeover attempt that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then prevailing market price of the stock. Our Board of Directors may issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock.

authorized shares of preferred stock, as well as shares of common stock, will be available for issuance without further action by our stockholders unless action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Having these authorized shares available for issuance allows us to issue shares without the expense and delay of a special stockholders' meeting. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock could render it more difficult or discourage an attempt to obtain control of our Company by means of a proxy contest, tender offer, merger, or otherwise. The above provisions may deter a hostile takeover or delay a change in control or management of our Company.

and Removal of Directors . Directors will be elected by a plurality of the voting power of the shares present in person or represented by proxy at the stockholders' meeting and entitled to vote on the election of directors. Our Articles of Incorporation does not provide for a classified Board of Directors or cumulative voting in the election of directors. Under our bylaws, subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors.

of Board and Vacancies . The authorized number of directors of the corporation shall be fixed by the Board of Directors from time to time. Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient.

occurring on our Board of Directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by a vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director, at any meeting of the Board of Directors. A directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office only until the next election of one or more directors by the stockholders.

The Board of Directors is expressly empowered to adopt, amend or repeal our bylaws. The stockholders shall also have power to adopt, amend or repeal the bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Articles of Incorporation, such action by stockholders shall require the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

Meetings of Stockholders . Special meetings of the stockholders may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors pursuant to a resolution adopted by directors representing a quorum of the Board of Directors or (iv) by the holders of shares entitled to cast not less than 33 1/3 % of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

SEC has adopted regulations which generally define " penny stock " to be any equity security that has a market price of less than Five Dollars ($5.00) per share or an exercise price of less than Five Dollars ($5.00) per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market.

The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As our common stock immediately following this offering may be subject to such penny stock rules, purchasers in this offering will, in all likelihood, find it more difficult to sell their common stock shares in the secondary market.

will not distribute cash to our common stock stockholders until the Company generates net income. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will distribute any cash in the future. Our cash distribution policy is within the discretion of our Board of Directors and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

Series X Super Voting Preferred Stock

On July 29, 2021, we filed an our Amended and Restated

Restated Articles of Incorporation with the Secretary of State of Nevada designating 2,000 shares of the authorized preferred stock as "Series X Super Voting Preferred Stock" and issued 100% of the Super X Super Voting Preferred Stock to Mr. Joseph La Rosa, our Chief Executive Officer, President and Chairman.

The holder of our Series X Super Voting Preferred Stock is entitled to the following rights:

Rights . Each share of our Series X Super Voting Preferred Stock entitles its holder to 10,000 votes per share and votes with our common stock as a single class on all matters to be voted or consented upon by the stockholders.

The Series X Super Voting Preferred Stock is not convertible into common stock or any other securities of the Company.

Rights . The holders of our Series X Super Voting Preferred Stock are not entitled to any dividend rights or to participate in dividends paid on the Company's common stock.

Rights . The holders of the Series X Super Voting Preferred Stock are not entitled to any liquidation preference.

As of June 11, 2024, nine (9) warrants

warrants covering 961,687 shares of common stock and sixteen (16) outstanding options covering 3,655,310 shares of common stock were outstanding.

Common Warrants Offered in this Offering

The following summary of certain terms and provisions

of the Common Warrants included in the Units offered hereby is not complete and is subject to and qualified in its entirety by, the provisions of the Warrant Agent Agreement and the form of Common Warrant which are filed as an exhibit to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions set forth in the Warrant Agent Agreement, including the exhibits attached thereto, and the form of Common Warrant.

The exercise price per whole share of common stock

purchasable upon exercise of the Common Warrants is $1.21 per share (110% of the assumed public offering price per Unit). The number of shares underlying the Common Warrants and the exercise price of the Common Warrants are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications, or similar events affecting our common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders. However, the Common Warrants will not be adjusted for issuances of common stock at prices below its exercise price.

The Common Warrants are exercisable at any time

after their original issuance and at any time up to the date that is five years after their original issuance. The Common Warrants may be exercised upon surrender of the Common Warrant certificate on or prior to the expiration date at the offices of the Company by utilizing the exercise form on the reverse side of the Common Warrant certificate completing and executing as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of Common Warrants being exercised. Under the terms of the Common Warrants, we must use our best efforts to maintain the effectiveness of the registration statement and current prospectus relating to common stock issuable upon exercise of the Common Warrants until the expiration of the Common Warrants.

The Common Warrants will be exercisable, at the

option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Common Warrant to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days' prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder's Common Warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants. Purchasers of Common Warrants in this offering may also elect prior to the issuance of the Common Warrants to those purchasers to have the initial exercise limitation set at 9.99% of our outstanding common stock.

Anti-Dilution Protection

The Common Warrants shall be subject to a

onetime anti-dilution price protection. This means that in the event that the Company issues or sells shares of its Common Stock in connection with any equity financing at a price per share that is less than the current exercise price of the Common Warrants one time at any time after the issuance of the Common Warrants, the exercise price of the outstanding Common Warrants will be adjusted downward to equal the lower issuance price. For the purposes of this provision, the issuance of Common Stock shall not be deemed to include the issuance of securities upon the exercise of this Warrant, the issuance of securities in connection with any option plan, employee benefit plan or other equity incentive plan of the Company, or the issuance of securities as consideration for acquisitions or strategic transactions approved by a majority of the directors of the Company. Notwithstanding the foregoing or anything contained in the Common Warrants, the exercise price of the Common Warrants shall not be reduced to less than $[ ] under any circumstances.

Subject to applicable laws, the Common Warrants

may be offered for sale, sold, transferred or assigned without our consent.

There is no established public trading market

for the Common Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Common Warrants on any national securities exchange or other nationally recognized trading system, including Nasdaq. Without an active trading market, the liquidity of the Common Warrants will be limited.

and 40 more changes in the filing

Plan of distribution 213 changes

The Selling Stockholder, including any of their

pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the Nasdaq or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at market prices prevailing at the time of sale, prices related to prevailing market prices, fixed prices or negotiated prices. The Selling Stockholder may use any one or more of the following methods when s elling securities:

ordinary brokerage transactions and transactions

in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer

will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal

and resale by the broker-dealer for its account;

exchange distributions in accordance with

the rules of the applicable exchange;

privately negotiated transactions;

settlements of short sales;

transactions through broker-dealers that

agree with the Selling Stockholder to sell a specified number of such securities at a stipulated price per security;

writings or settlements of options or other

hedging transactions, whether through an options exchange or otherwise;

combinations of any such methods of sale;

any other methods permitted pursuant to

Broker-dealers engaged by the Selling Stockholder

may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities

or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholder and any broker-dealers

or agents that are involved in selling the securities will be deemed to be "underwriters" within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholder have informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and

expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because the Selling Stockholder may be deemed

to be an "underwriter" within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Stockholder have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholder.

We have agreed to keep this prospectus effective

until the earlier of (i) the date on which the securities may be resold by the Selling Stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect, or (ii) the sale of all of the securities pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Pursuant to applicable rules and regulations under

the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.

In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Discounts, Commissions and Expenses

The following table shows the per share and total

offering price, underwriting discounts and commissions and proceeds, before expenses, to us from the sale of Units and Pre-Funded Units.

Public offering price

Underwriting discounts and commissions (8%)

Proceeds, before expenses, to us

We have agreed to pay all of the expenses relating

to the offering, including, but not limited to, (a) all filing fees and communication expenses relating to the registration of the shares of common stock to be sold in the offering (including the shares of common stock issuable upon exercise of the over-allotment option) with the Securities and Exchange Commission; (b) all filing fees associated with the review of the offering by FINRA; (c) all fees and expenses relating to the listing of the shares of common stock on the Nasdaq Capital Market, (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities offered in the offering under the securities laws of such foreign jurisdictions as the we and the Representative together determine; (e) the costs of all mailing and printing of the underwriting documents (including, without limitation, the underwriting agreement, and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, underwriters' Questionnaire and Power of Attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the Securities; (g) fees and expenses of the transfer agent for the securities;

(h) stock transfer and/or stamp taxes, if any, payable upon the transfer of the Securities from the Company to the underwriters; (i) the cost associated with the Representative's use of book-building and compliance software for the offering; (j) reasonable and documented fees and disbursements of the counsel to the underwriters up to a maximum of $75,000; (k) background checks of the Company's officers and directors; (l) the cost of preparation of bound volumes and Lucite cube mementos in such quantities as the Representative may reasonably request; and (m) actual accountable road show expenses for the offering; provided that these actual accountable expenses shall not exceed $125,000 (including the fees and disbursements of the underwriters' counsel).

We have agreed to pay to the Representative a

non-accountable expense allowance of one percent (1%) of the gross proceeds of the offering at the closing of the offering.

We estimate that the total expenses of the offering

payable by us, excluding underwriting discounts, will be approximately $[●].

and 167 more changes in the filing

Exhibits 73 changes

3 unchanged paragraphs

4 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

71 unchanged paragraphs

2 unchanged paragraphs

12 unchanged paragraphs

21 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

7 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 73 more changes in the filing