La Rosa Holdings: securities offering (amended)

Cover page 14 changes

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Exchange Commission o n April 19, June 14, 2022

Registration No. 333-[____] 333-264372

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Completion, Dated April 19, 2022

Completion, Dated June 14, 2022

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exists for our Common Stock or our Warrants. We have applied to list the Common Stock on the Nasdaq Capital Market ("Nasdaq"), under the symbol "LRHC" and to list the Warrants under the symbol "[*]". "LRHCW". We will not consummate the Offering unless until we receive approval from Nasdaq to list our Common Stock.

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(1) The underwriting discount is

seven percent (7%) of the public offering price. The column does not include additional compensation payable to the underwriter.

(1) The underwriting discount is seven percent (7%) of the public offering price. The column does not include additional compensation payable to the underwriter. We have agreed to reimburse the underwriter for certain accountable expenses incurred relating to this Offering and to pay its non-accountable expenses in the amount equal to one percent (1%) of the public offering price we receive. In addition, we will issue to the underwriter a five year warrant to purchase up to six percent (6%) of the number of shares of Common Stock issued in this Offering. See "Underwriting" for additional information regarding underwriting compensation.

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The date of this prospectus is April 19, June

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INDEX TO FINANCIAL STATEMENTS

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Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus and any related free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for and can provide no assurances as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, Units only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or in any applicable free writing prospectus related thereto is current only as of its date, regardless of its time of delivery or any sale of shares. Our business, financial condition, results of operations and future prospects may have changed since that date.

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No person is authorized

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the Securities offered hereby, or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

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all references to our Common Stock mean our authorized common stock, $0.0001 par value per share, and all references to our Series X Super Voting Preferred Stock means our authorized Series X Super Voting Preferred Stock, $0.0001 par value per share, that provides to the owner 10,000 votes per share; and all share and per share data in this prospectus reflects a 10-for-1 reverse stock split of our Common Stock issued and outstanding (including adjustments for fractional shares), which was effected effective on March 21, 2022.

Prospectus summary 14 changes

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the closing of this Offering, we plan to acquire five limited liability companies and one corporation in separate acquisitions what will be closed simultaneously: (i) La Rosa Realty CW Properties, LLC, (ii) La Rosa Realty North Florida, LLC, (iii) La Rosa Realty the Elite LLC, (iv) La Rosa Prestige, Realty Lakeland, LLC, (v) Horeb Kissimmee Realty LLC and (vi) La Rosa Realty Lake Nona, Inc. We collectively refer to these transactions as the "Combinations."

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1 https://www.zillow.com/research/us-housing-market-total-value-2021-30615/ We believe that our focus on the interaction between our in person in-person agents and their clients is a strong weapon against the internet-only commodity websites and the low touch discount brokerages who compete with us. By creating a custom solution offering a unique experience, our agents are able to guide their clients seamlessly through what may be the most expensive purchase of their lifetime.

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On August 4, 2021, we effected a corporate reorganization pursuant to a Reorganization Agreement and Plan of Share Exchange dated July 22, 2021 (the "Reorganization Agreement") between La Rosa Holdings Corp. and each of the LLCs. Under the Reorganization Agreement, each LLC exchanged 100% of their limited liability company membership interests for one share of Company's Common Stock, which share was automatically redeemed for nominal consideration upon the closing of the transaction, resulting in each LLC becoming the direct, wholly-owned wholly owned subsidiary of the Company.

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conducted from July through December 2021 through February 2022, we entered into Convertible Note Purchase Agreements pursuant to which we issued unsecured convertible promissory notes to certain "accredited investors" under an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of that Act and/or Rule 506(b) of Regulation D promulgated thereunder. In accordance with such purchase agreements, we issued convertible promissory notes in the aggregate principal amount of $496,000 $516,000 that we used to pay the expenses of our organization and reorganization and for other general corporate purposes. Interest accrues on the principal amount of twelve fourteen of the convertible promissory notes at 2.5% with a default rate of 3.0% per annum, and interest accrues on the principal amount of seven of the convertible promissory notes at 18.0%, with a default interest rate of 20.0% per annum. The convertible promissory notes rank on a parity with the Company's other existing debt and mature on the earlier of the date that the Company's Common Stock becomes listed for trading on a national securities exchange or one year from the date of issue of each such note. Prior to the maturity date, the convertible promissory notes will convert the outstanding principal and accrued interest automatically into shares of the Company's Common Stock on the date of the closing of this Offering at a price per share equal to the product of the public offering price of the Units multiplied by 0.80. All of the convertible promissory notes are prepayable, in whole or in part, at any time prior to maturity without penalty or premium.

The convertible promissory notes rank on a parity with the Company's other existing debt and mature on the earlier of the date that the Company's Common Stock becomes listed for trading on a national securities exchange or one year from the date of issue of each such note. Prior to the maturity date, the convertible promissory notes will convert the outstanding principal and accrued interest automatically into shares of the Company's Common Stock on the date of the closing of this Offering at a price per share equal to the product of the public offering price of the Units multiplied by 0.80. All of the convertible promissory notes are prepayable, in whole or in part, at any time prior to maturity without penalty or premium.

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Interest accrues on the principal amount at 18% of outstanding amount per annum. The maturity date of the note was extended to the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $100,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 1.4% per annum with a default interest rate is of 3% per annum. The payment of all or any portion of the outstanding principal balance of the note and all interest thereon shall be pari passu in right of payment and in all other respects to the other unsecured subordinated promissory notes issued and all other trade debt and other obligations of the Company ranking similar to the note.

2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $100,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 1.87% per annum with a default interest rate of 3% per annum. The payment of all or any portion of the outstanding principal balance of the note and all interest thereon shall be pari passu in right of payment and in all other respects to the other unsecured subordinated promissory notes issued and all other trade debt and other obligations of the Company ranking similar to the note.

On May 17, 2022, the

Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $50,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 2.51% per annum with a default interest rate of 3% per annum. The payment of all or any portion of the outstanding principal balance of the note and all interest thereon shall be pari passu in right of payment and in all other respects to the other unsecured subordinated promissory notes issued and all other trade debt and other obligations of the Company ranking similar to the note.

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Because of the voting

Because of the voting control held by Mr. La Rosa, we are considered a "controlled company" within the meaning of the listing standards of Nasdaq. Under these rules, a "controlled company" may elect not to comply with certain corporate governance requirements, including the requirement to have a board of directors that is composed of a majority of independent directors. We currently do not intend to take advantage of these exemptions but could do so at any time in the future provided that we continue to qualify as a "controlled company."

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Certain of these reduced

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a "smaller reporting company" under SEC rules.

reporting requirements and exemptions were already available to us due to the fact that we also qualify as a "smaller reporting company" under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure and may present only two years of audited financial statements and related Management's Discussion and Analysis disclosure.

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Summary of the offering 32 changes

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We have applied to have our Common Stock listed on the Nasdaq

We have applied to have our Common Stock listed on the Nasdaq Capital Market under the symbol "LRHC" and to have our Warrants listed under the symbol "[*]." "LRHCW." No assurance can be given that our Nasdaq listing application will be approved, or that a trading market will develop for our Common Stock and/or Warrants. We will not proceed with this Offering if our application to list our Common Stock on Nasdaq is not approved.

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Stock to be outstanding immediately before this Offering excludes any shares of Common Stock issuable upon the mandatory conversion of the Convertible Promissory Notes issued by us to a number of investors in a private placement between July 2021 and December 2021 February 2022 at a conversion price equal to eighty percent (80%) of the initial offering price of a Unit.

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[*] 90,000 shares of Common Stock issuable upon the exercise of the Representative's Warrants;

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198,591 115,500 shares of Common Stock issuable upon the closing of this Offering to Exchange Listing, LLC, a consultant to the Company for services provided in connection with this Offering (based on an assumed sale of 1,500,000 Units) (the "Exchange Listing Shares");

40,000 shares of Common Stock underlying the stock options to be granted to director nominees; directors;

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conversions of $496,000 of convertible

conversions of $516,000 of convertible notes and $23,173 $49,162 of interest into 64,897 70,656 shares of Common Stock based on an assumed offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus);

[*] 1,451,099 shares of Common Stock to be issued to the owners of real estate brokerage businesses that we intend to acquire immediately after the closing of this Offering;

103,482 92,400 shares of Common Stock issuable upon the closing of this Offering to Mr. Mark Gracy, the Company's Chief Operating Officer (based on an assumed sale of 1,500,000 Units) ("COO Shares");

165,000 92,400 shares of Common Stock issuable underlying the stock options to be granted upon the closing of this Offering to Mr. Brad Wolfe, Mark Gracy, the Company's Chief Financial Operating Officer (based on an assumed sale of 1,500,000 Units) ("CFO Shares"); and ● 317,746 shares of Common Stock issuable upon the closing of this Offering to Bonilla Opportunity Fund I, a consultant to the Company for services provided in connection with this Offering (based on an assumed sale of 1,500,000 Units) (the "Bonilla ("COO Shares");

165,000 shares of Common Stock issuable

upon the closing of this Offering to Mr. Brad Wolfe, the Company's Chief Financial Officer (based on an assumed sale of 1,500,000 Units) ("CFO Shares");

50,000 shares of Common Stock issuable upon the closing of this Offering to Mr. Josh Epstein, the Company's Chief Strategy Officer (based on an assumed sale of 1,500,000 Units) ("CSO Shares"); and ● 221,362 shares of Common Stock issuable upon the closing of this Offering to Bonilla Opportunity Fund I, Ltd., a consultant to the Company for services provided in connection with this Offering (based on an assumed sale of 1,500,000 Units), which were assigned by Bonilla Opportunity Fund I, Ltd. to CGB-TRUST-1001-01-13-22 and ELG-TRUST-1004-09-01-13 equally (the "Bonilla Shares").

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no exercise of the stock options to be granted to director nominees; directors;

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no issuance of the CSO Shares;

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The Unaudited Pro Forma Condensed Combined

Statement of Operations contained herein reflect the La Rosa Holding Corp. weighted average basic and diluted shares outstanding of 3,106,667 on March 31, 2022. The 3,106,667 weighted average shares at March 31, 2022 reflects the 3,000,000 shares held by Joseph La Rosa at December 31, 2021 (and at March 31, 2022) and the weighted average shares held of 120,000 shares issued in connection with consulting services in January, 2022.

The weighted average basic and diluted shares

outstanding of 6,788,017, reflected in the Unaudited Pro Forma Condensed Combined Statement of Operations assuming an offering date of May 25, 2022 included in this offering, include the 3,120,000 total shares outstanding at March 31, 2022, 1,500,000 shares of this offering, 1,451,099 shares issued for the acquisition of controlling interest in a number of franchisees described in this offering, 336,862 of shares to be granted under consulting agreements, 309,400 shares unvested and restricted shares to be granted under employment agreements, and 70,656 shares related to the convertible notes.

The pro forma information included herein reflects

the impact of the shares the Company is contractually obligated to issue upon closing of the Offering. The adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet and Statement of Operations related to shares in the Offering and contractually obligated shares is reflected in the table below.

Pro Forma Adjustments related to shares

Pro Forma Balance Sheet

Pro Forma Statement of Operations

Noncontrolling interest

Shares to purchase franchisees

Shares to be granted under consulting agreements

Shares to be granted under employment agreements

Shares granted to convert debt

The following securities were excluded from

the weighted average diluted shares outstanding in the earnings per share calculation in the Unaudited Pro Forma Condensed Combined Statement of Operations: 1,500,000 shares related to warrants in the Offering, 225,000 shares underlying the over-allotment options, 132,400 shares underlying options to be issued under employment and directors agreements, and 110,000 shares related to warrants issued to service providers associated with the Offering.

Summary financial data 10 changes

the following selected financial data together with our financial statements and the related notes thereto included elsewhere in this prospectus and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" Section of this prospectus. We have derived the statement of operations data for the three months ended March 31, 2022, and the balance sheet data as of March 31, 2022, from our unaudited financial statements included elsewhere in this prospectus. We have derived the statement of operations data for the years ended December 31, 2021, and 2020 and the balance sheet data as of December 31, 2021, and 2020 from our audited financial statements included elsewhere in this prospectus. The share and per share amounts for all periods reflect the completion of the Reverse Stock Split, which was effective on March 21, 2022.

The share and per share amounts for all periods reflect the completion of the Reverse Stock Split, which was effected on March 21, 2022. Our historical results are not necessarily indicative of the results that should be expected in the future and the results for the year ended December 31, 2021, are not necessarily indicative of the results to be expected for the full year ending December 31, 2022, or any other future period.

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Periods ended March 31

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OPERATING INCOME (LOSS)

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Income (Loss) per common share - basic and diluted

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as of March 31, 2022

as of March 31, 2022

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Total stockholder's equity (deficit)

The pro forma column

Total stockholders' equity (deficit) before non-controlling interest (977,768 ) 23,292,747 The pro forma column in the balance sheet data above gives effect to (1) the sale of Securities for cash in this Offering at the assumed public offering price of $10.00 per Unit, after deducting underwriting discounts and commissions and estimated offering expenses payable by us (the seven percent (7%) underwriters' discount, one percent (1%) non-accountable expense and $1,000,000 of estimated offering costs, of which $546,911 $515,394 was included in deferred offering costs as of December March 31, 2021), 2022), in the total amount of $2,200,000, as if the sale of the Units had occurred on December 31, 2021 January 1, 2022 and (2) the mandatory conversion convertible notes and accrued interest in the amount of $391,824, $481,971, net of unamortized discount of $127,350 $34,029 and the elimination of the derivative liability of $141,672 $163,511 due to the embedded conversion feature of the convertible notes.

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Risk factors 24 changes

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The COVID-19 pandemic

The COVID-19 pandemic has spread across the globe and is impacting economic activity worldwide. The pandemic poses significant risks to our business and our employees, franchisees and agents. The COVID-19 pandemic negatively impacted our business and that of our franchisees in 2020. The pandemic poses the risk of an extended disruption to our business, that of our franchisees and other business partners, and the housing market generally, due to the impact of the disease itself, actions intended to limit or slow its spread, and other factors. These include government imposed government-imposed lockdowns, restrictions on travel or transportation, social distancing requirements, limitations on the size of gatherings, policies that ban or severely limit in-person showings of properties, closures of work facilities, schools, public buildings and businesses, cancellation of events, curtailing other activities and quarantines.

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Our real estate franchises

If industry trends or economic conditions are not sustained or do not continue to improve, our franchisees', their and our agents' financial results could worsen and our revenue may decline. We may also have to terminate franchisees more frequently in the future due to non-reporting and non-payment. Further, if franchisees fail to renew their franchise agreements our revenue from ongoing monthly fees may decrease, and profitability may be lower than in the past due to reduced ongoing monthly fees.

Our real estate franchises generate revenue in the form of monthly ongoing royalties and fees, including monthly broker fees tied to gross commissions, training and technology fees charged to our franchisees. Our agents pay us dues out of their income from real estate transactions and new agents split their transaction-based commissions with us. Accordingly, our financial results depend upon the operational and financial success of our franchisees and their agents and our corporate agents, all of whom are independent contractors that we do not control. If industry trends or economic conditions are not sustained or do not continue to improve, our franchisees' and our agents' financial results could worsen, and our revenue may decline. We may also have to terminate franchisees more frequently in the future due to non-reporting and non-payment. Further, if franchisees fail to renew their franchise agreements our revenue from ongoing monthly fees may decrease, and profitability may be lower than in the past due to reduced ongoing monthly fees.

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The residential real

The residential real estate industry is subject to seasonality.

estate industry is subject to seasonality. Sales activity is typically stronger in the spring and summer months when school is not in session compared to the fall and winter seasons. This is true even in the Southeastern U.S. where weather patterns do not change significantly with the seasons. However, extreme weather does affect our business by keeping people focused on matters other than home buying. We have historically experienced lower revenues during the fall and winter seasons, as well as during periods of unseasonable weather, which reduces our operating income, net income, operating margins and cash flow. Real estate listings precede sales, and a period of poor listings activity will negatively impact revenue. Our revenue and operating margins each quarter will remain subject to seasonal fluctuations, which may make it difficult to compare or analyze our financial performance effectively across successive quarters.

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Our Company owned real

Our Company owned real estate brokerage business and our franchisees (excluding commercial brokerage transactions) must comply with the Real Estate Settlement Procedures Act ("RESPA").

estate brokerage business and our franchisees (excluding commercial brokerage transactions) must comply with the Real Estate Settlement Procedures Act ( "RESPA"). RESPA and comparable state statutes, among other things, restrict payments which real estate brokers, agents and other settlement service providers may receive for the referral of business to other settlement service providers in connection with the closing of real estate transactions. Such laws may to some extent restrict preferred vendor arrangements involving our franchisees and our Company owned brokerage business. RESPA and similar state laws also require timely disclosure of certain relationships or financial interests that a broker has with providers of real estate settlement services. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd Frank Act") contains the Mortgage Reform and Anti-Predatory Lending Act (the "Mortgage Act"), which imposes a number of additional requirements on lenders and servicers of residential mortgage loans, by amending certain existing provisions and adding new sections to RESPA and other federal laws.

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federal and state, "Do Not Call," "Do Not Fax," and "Do Not E-Mail" laws;

Fax," and "Do Not E-Mail" laws;

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located in Peru. For the year ended December 31, 2021 and the period ended March 31, 2022, revenue from these operations represented less than one percent (1.0%) of our total revenue. Our international operations are subject to risks that are different from those of our U.S. operations that could result in losses against which we are not insured and therefore affect our profitability. Those international risks include:

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Stock outstanding as of December March 31, 2021 2022 and including the shares to be sold in this Offering, upon the closing of this Offering, Mr. La Rosa will, in the aggregate, beneficially own approximately 87% of our outstanding Common Stock (assuming no exercise of the underwriters' option to purchase additional shares of Common Stock) and 2,000 shares of our Series X Super Voting Preferred Stock that provides for 10,000 votes per share when voting with the Common Stock. Thus, Mr. La Rosa, our President and Chief Executive Officer, Chairman of the board, and majority stockholder, will be able to control 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.

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power over our Company held by Mr. La Rosa, we are considered a "controlled company" for the purposes of the listing requirements of the Nasdaq Capital Market. A controlled company is not required to have a majority of independent directors or form an independent compensation or nominating and corporate governance committee. Nevertheless, we will have a majority of independent directors who will serve on our audit, compensation and nominating and corporate governance committees. However, although we have no current plans to do so, for as long as we remain a controlled company, we could take advantage of such exemptions in the future.

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this Offering, we have applied to list our Common Stock on the Nasdaq Capital Market under the symbol "LRHC" and have applied to list our Warrants under the symbol "[*]." "LRHCW." If Nasdaq approves our listing application, we expect to list our Common Stock and Warrants upon consummation of the Offering, Nasdaq's listing requirements for the Nasdaq Capital Market include, among other things, a stock price threshold. As a result, prior to effectiveness of our registration statement of which this prospectus is a part, we will need to take the necessary steps to meet Nasdaq's listing requirements. If Nasdaq does not approve the listing of our Common Stock and Warrants, we will not proceed with this Offering. There can be no assurance that our Common Stock and Warrants will be listed on Nasdaq.

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Because of the exemptions

Because of the exemptions from various reporting requirements provided to us as an "emerging growth company" and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

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The above limitations

The above limitations on liability and our indemnification obligations limit the personal liability of our directors and officers for monetary damages for breach of their fiduciary duty as directors by shifting the burden of such losses and expenses to us. Certain liabilities or expenses covered by our indemnification obligations may not be covered by our directors' and officers' insurance policy or the coverage limitation amounts may be exceeded. As a result, we may need to use a significant amount of our funds to satisfy our indemnification obligations, which could severely harm our business and financial condition and limit the funds available to stockholders who may choose to bring a claim against us.

As a result, we may need to use a significant amount of our funds to satisfy our indemnification obligations, which could severely harm our business and financial condition and limit the funds available to stockholders who may choose to bring a claim against us.

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providing for a single class of directors where each member of the board shall serve for a one year term and may be elected to successive terms;

of the board shall serve for a one-year term and may be elected to successive terms;

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Capitalization 22 changes

on a pro forma basis, to reflect

sets forth our cash and our capitalization as of December March 31, 2021: 2022:

on a pro forma basis, to reflect mandatory conversions of convertible notes and accrued interest in the amount of $391,824, $481,851, net of unamortized discount and deferred financing fees of $127,350 $34,149 and the elimination of the derivative liability of $141,672 $163,511 due to the embedded conversion feature of the convertible notes 64,897 70,665 shares of Common Stock based on an assumed offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus);

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The following information

As of December 31, 2021

The following information of our cash and capitalization following the completion of this Offering is illustrative only and will change based on the actual public offering price, the actual number of Units offered, and other terms of this Offering determined at pricing. You should read this table together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the related notes appearing elsewhere in this prospectus.

As of March 31, 2022

Convertible debt net of discounts of $127,350 $34,149

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Preferred stock, $0.0001 par value, 50,000,000 shares authorized, and 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding, actual; 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding pro forma and pro forma as adjusted - - - Common stock, $0.0001 par value per share, 250,000,000 shares authorized, 3,000,000 3,120,000 shares issued and outstanding, actual; 3,064,897 4,620,000 shares issued and outstanding, pro forma, and 4,564,897 4,606,667 shares pro forma as adjusted $ - - - Additional paid-in capital $ 425 1,086 13,885 1,145 1,145 30,823 Accumulated deficit $ (1,739 (2,123 ) (1,866 (1,946 ) (1,866 (7,532 ) Total stockholders' equity (deficit) $ (1,314 (978 ) (780 (801 ) 12,019 23,293 Total capitalization $ (780 ) (780 (105 ) 12,019 35,543 The table above and discussion above assumes no exercise of the Warrants offered and sold in this Offering as part of the Units. The number of shares of our Common Stock to be outstanding after this Offering excludes:

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[*] 90,000 shares of Common Stock issuable upon the exercise of the Representative's Warrants;

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198,591 115,500 shares of Common Stock issuable upon the closing of this Offering to Exchange Listing, LLC, a consultant to the Company for services provided in connection with this Offering (based on an assumed sale of 1,500,000 Units) (the "Exchange Listing Shares");

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The share and per share

40,000 shares of Common Stock underlying the stock options to be granted to director nominees; directors;

conversions of $496,000 $516,000 of convertible notes and $23,173 $49,162 of interest into 64,897 70,656 shares of Common Stock based on an assumed offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus);

[*] 1,451,099 shares of Common Stock to be issued to the owners of real estate brokerage businesses that we intend to acquire immediately after the closing of this Offering;

103,482 92,400 COO Shares issuable upon the closing of this Offering to Mr. Mark Gracy, the Company's Chief Operating Officer (based on an assumed sale of 1,500,000 Units);

165,000 CFO 92,400 shares of Common Stock issuable underlying the stock options to be granted upon the closing of this Offering to Mr. Brad Wolfe, Mark Gracy, the Company's Chief Financial Operating Officer (based on an assumed sale of 1,500,000 Units) and ● 317,746 Bonilla ("COO Shares"); of Common Stock issuable upon the closing of this Offering to Bonilla Opportunity Fund I, a consultant to the Company for services provided in connection with this Offering (based on an assumed sale of 1,500,000 Units).

165,000 CFO Shares of Common Stock issuable upon the closing of this Offering to Mr. Brad Wolfe, the Company's Chief Financial Officer (based on an assumed sale of 1,500,000 Units);

50,000 CSO of Common Stock issuable upon the closing of this Offering to Mr. Josh Epstein, the Company's Chief Strategy Officer (based on an assumed sale of 1,500,000 Units); and ● 221,362 Bonilla Shares of Common Stock issuable upon the closing of this Offering to CGB-TRUST-1001-01-13-22 and ELG-TRUST-1004-09-01-13 equally as assignees of Bonilla Opportunity Fund I, Ltd., a consultant to the Company for services provided in connection with this Offering (based on an assumed sale of 1,500,000 Units).

Each $1.00 increase in the assumed initial

in the assumed initial public offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus) would increase the pro forma as adjusted amount of each of cash and cash equivalents, additional paid in capital, total stockholders' equity and total capitalization by approximately $1.4 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 estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 decrease in the assumed initial public offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus) would decrease the pro forma as adjusted amount of each of cash and cash equivalents, additional paid in capital, total stockholders' equity and total capitalization by approximately $1.4 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 estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase of 100,000 Units in the number of Units offered by us at the assumed initial public offering price per share of $10.00 per Unit would increase the pro forma as adjusted amount of each of cash and cash equivalents, additional paid in capital, total stockholders' equity and total capitalization by approximately $900,000. Each decrease of 100,000 Units in the number of Units offered by us at the assumed initial public offering price per share of $10.00 per Unit would decrease the pro forma as adjusted amount of each of cash and cash equivalents, additional paid in capital, total stockholders' equity and total capitalization by approximately $900,000.

The share and per share amounts for all periods set forth in this prospectus reflect the completion of the Reverse Stock Split, which was effected effective on March 21, 2022.The number of shares of our Common Stock outstanding in the table above excludes 2,500,000 shares of Common Stock available for future issuance under our 2022 Equity Incentive Plan as of the date of this prospectus.

Dilution 29 changes

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Our historical net tangible

tangible book value (deficit) as of December March 31, 2021 2022, was ($1,860,430) ($2,244,559) or ($0.62) ($0.72) per share of Common Stock, based on 3,000,000 3,120,000 shares of our Common Stock outstanding.

After giving effect to

to (1) our sale of 1,500,000 shares of our Common Stock by us in this Unit Offering at an assumed initial public offering price of $9.99 per share (the midpoint of the price range set forth on the cover page of this prospectus less $0.01), less the estimated underwriting discounts and commissions and the estimated offering expenses, and (2) the mandatory conversion of convertible notes and accrued interest in the amount of $391,824, $481,851, net of unamortized discount of $127,350 $34,149 and the elimination of the derivative liability of $141,672 $163,511 due to the embedded conversion feature of the convertible notes, our pro forma as adjusted net tangible book value as of December March 31, 2021, 2022, would be $11,473,066, $11,200,803, or $2.55 $2.42 per share. This represents an immediate increase in the pro forma as adjusted net tangible book value of $3.17 $3.14 per share to existing stockholders and an immediate dilution of $7.45 $7.58 per share to investors purchasing shares in this Offering.

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Historical net tangible book value per share as of December 31, 2021

Historical net tangible book value per share as of March 31, 2022 (0.72 ) Increase in net tangible book value per share attributable to new investors $ 3.17 3.14 Pro forma as adjusted net tangible book value per share after the Offering $ 2.55 2.42 Dilution per share to new investors $ 7.45 7.58 (1) Does not include:

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● 198,591 Exchange Listing Shares issuable upon the closing

● 103,482 COO Shares issuable upon the closing of this

● 165,000 CFO Shares of Common Stock issuable upon the

● 317,746 Bonilla Shares stock issuable upon the closing

options to be granted to director nominees;

● conversions of $496,000 of convertible notes and $23,173

● [*] shares of Common Stock to be issued to the owners

115,500 Exchange Listing Shares issuable upon the closing of this Offering to maintain a 2.5% ownership interest to Exchange Listing, LLC, a consultant to the Company as a result of the anti-dilution feature in its consulting agreement (based on an assumed offering of 1,500,000 Units);

92,400 COO Shares issuable upon the closing of this Offering to Mr. Mark Gracy, the Company's Chief Operating Officer (based on an assumed sale of 1,500,000 Units);

92,400 shares of Common Stock underlying the stock options to be granted upon the closing of this Offering to Mr. Brad Wolfe, Mark Gracy, the Company's Chief Financial Operating Officer (based on an assumed sale of 1,500,000 Units) ("COO Shares");

165,000 CFO Shares of Common Stock issuable upon the closing of this Offering to Mr. Brad Wolfe, the Company's Chief Financial Officer (based on an assumed sale of 1,500,000 Units);

50,000 CSO shares of Common Stock issuable upon the closing of this Offering to Mr. Josh Epstein, the Company's Chief Strategy Officer (based on an assumed sale of 1,500,000 Units);

221,362 Bonilla Shares stock issuable upon the closing of this Offering to maintain a 4.0% ownership interest to CGB-TRUST-1001-01-13-22 and ELG-TRUST-1004-09-01-13 equally as assignees of Bonilla Opportunity Fund I, Ltd., a consultant to the Company as a result of the anti-dilution feature in its consulting agreement (based on an assumed offering of 1,500,000 Units); and ● 2,000 shares of Common Stock issued to our Chief Technology Officer that will vest on February 1, 2023;

● 40,000 shares of Common Stock underlying the stock options to be granted to directors;

conversions of $516,000 of convertible notes and $49,162 of interest into 64,897 70,656 shares of Common Stock based on an assumed offering price of $10.00 per Unit (the midpoint of the price range set forth on the cover page of this prospectus);

1,451,099 shares of Common Stock to be issued to the owners of real estate brokerage businesses that we intend to acquire immediately after the closing of this Offering;

The share and per share amounts for all periods reflect the

periods reflect the completion of the 10 for 1 10-for-1 Reverse Stock Split, which was effected effective on March 21, 2022.

If the underwriters exercise

exercise their option in full, the pro forma as adjusted net tangible book value per share as of December March 31, 2021 2022, after giving effect to this Offering would be $2.87 $2.74 per share, and the dilution in net tangible book value per share to investors in this Offering would be $7.13 $7.26 per share.

The following table shows, as of December March 31, 2021, 2022, the difference between the number of shares of Common Stock purchased from us (as a part of the Units in the public offering), the total consideration paid to us, and the average price paid per share by existing stockholders and by investors purchasing shares of our Common Stock as part of the Units in this Offering:

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option is exercised in full, sales by us in this Offering will reduce the percentage of shares held by existing stockholders to [*]% 64% and will increase the number of shares held by new investors to [*], 36%, or [*]%. plus 4%.

(decrease) in the assumed public offering price per Unit would increase (decrease) the pro forma as adjusted net tangible book value by $0.31 $0.30 per share (assuming no exercise of the underwriters' option to purchase additional shares) and the net tangible book value dilution to investors in this Offering by $0.69 $0.70 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

Dividend policy 6 changes

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As of April [*], 2022,

our Common Stock has not been listed on any stock exchange or quoted on any over-the-counter market or quotation system and there has been no public market for our Common Stock or our Warrants. We have applied to have our Common Stock listed on the Nasdaq Capital Market under the symbol "LRHC" and our Warrants listed under the symbol "[*]" "LRHCW" which listing is a condition to this Offering. For more information see the section " Risk Factors ."

As of June 11, 2022, 3,120,000

3,000,000 shares of Common Stock are issued and outstanding and held by one stockholder two stockholders of record.

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2,000 shares of Series X Super Voting Preferred Stock held by Mr. La Rosa, our principal executive officer; and ● $496,000 $516,000 of convertible promissory notes and $23,173 $49,162 of accrued interest which convert into 64,897 70,656 shares of our Common Stock at the closing of this initial public Offering (based on the assumed initial public offering price of $10.00 per Unit).

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shares of Common Stock issuable under the 2022 Plan as adjusted for the 10 for 1 10for-1 Reverse Stock Split on March 21, 2022. This number is subject to adjustment in the event of a sub-division, consolidation, share dividend or other change in our capitalization.

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MD&A 124 changes

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of our financial condition and results of operations should be read in conjunction with our "Selected Consolidated Financial Data" and our consolidated financial statements, the accompanying notes, and other financial information included elsewhere in this prospectus. The share and per share amounts for all periods reflect the completion of the Reverse Stock Split, which was effected effective on March 21, 2022. This discussion contains forward-looking statements that involve risks and uncertainties, such as our plans, estimates, and beliefs. Our actual results could differ materially from those forward-looking statements below. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed under "Risk Factors" included elsewhere in this prospectus.

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La Rosa Holdings Corp.

was organized in June 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 a one hundred percent ownership interest: (i) La Rosa Coaching, LLC; (ii) La Rosa CRE, LLC;

As part of the reorganization,

Prior to and through

La Rosa Holdings Corp. was organized in June 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 a one hundred percent ownership interest: (i) La Rosa Coaching, LLC; (ii) La Rosa CRE, LLC; (iii) La Rosa Franchising, LLC; (iv) La Rosa Property Management, LLC; and (v) La Rosa Realty, LLC. The LLCs became direct, wholly-owned 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, a copy of which is included as an exhibit to the registration statement of which this prospectus is a part.

As part of the reorganization, we amended and restated our Articles of Incorporation on July 29, 2021, such that: (i) we increased our total authorized capital stock to 300,000,000 shares, of which 50,000,000 shares were designated preferred stock and 250,000,000 shares were designated common stock; and (ii) authorized 2,000 shares of Series X Super Voting Preferred Stock that has 10,000 votes per share and votes together as a class with our Common Stock. We issued 3,000,000 shares of our Common Stock and all 2,000 shares of the Series X Super Voting Preferred Stock were issued to Mr. La Rosa in consideration of his past services to the combined entities. We refer to this reorganization as the Exchange Transactions. The Exchange Transactions did not affect our operations, which we continue to conduct through our operating subsidiaries.

We issued 3,000,000 shares of our Common Stock and all 2,000 shares of the Series X Super Voting Preferred Stock were issued to Mr. La Rosa in consideration of his past services to the combined entities. We refer to this reorganization as the Exchange Transactions.

The Exchange Transactions did not affect our operations, which we continue to conduct through our operating subsidiaries.

through the date of the Exchange Transactions, Mr. La Rosa was the majority member in each of the LLCs. Therefore, the Exchange Transactions have been accounted for as acquisitions under common control and due to the similar nature of the entities, business, the financial statements for the years ended December 31, 2021, and 2020 and interim periods ending March 31, 2022 and March 31, 2021 have been presented on a consolidated basis.

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Various factors affected

our results for the periods presented in this "Management's Discussion and Analysis of Financial Condition and Results of Operations." The majority of our revenue is derived from fees and dues based on the number of agents working under the La Rosa Realty brand. Due to the low fixed cost structure of both our Company and franchise models, the addition of new sales agents generally requires little incremental investment in capital or infrastructure. Accordingly, the number of commission producing sales agents in our Company and our franchisees is the most important factor affecting our results of operations and the addition of new agents can favorably impact our revenue and our earnings before interest, taxes, depreciation and amortization ("EBITDA").

Various factors affected our results for the periods presented in this "Management's Discussion and Analysis of Financial Condition and Results of Operations." The majority of our revenue is derived from fees and dues based on the number of agents working under the La Rosa Realty brand. Due to the low fixed cost structure of both our Company and franchise models, the addition of new sales agents generally requires little incremental investment in capital or infrastructure. Accordingly, the number of commissions producing sales agents in our Company and our franchisees is the most important factor affecting our results of operations and the addition of new agents can favorably impact our revenue and our earnings before interest, taxes, depreciation and amortization ("EBITDA"). Historically, the number of agents in the residential real estate industry has been highly correlated with overall home sale transaction activity. We believe that the number of agents and those that produce commissions in our network is the primary statistic that drives our revenue. Another major factor is the cyclicality of the real estate industry that has peaks and valleys depending on macroeconomic conditions that we cannot control. And finally, our revenues fluctuate based on the changes in the aggregate fee revenue per sales agent as a significant portion of our revenue is tied to various fees that are ultimately tied to the number of agents, including annual dues, continuing franchise fees and certain transaction or service based service-based fees. Our revenue per agent also increases in other ways including when transaction sides and transaction sizes increase since a portion of our revenue comes from fees tied to the number and size of real estate transactions closed by our agents. Given the low fixed cost structure of our franchise model, modest increases in revenue per sales agent can have a significant impact on our profitability. Our annual fee revenue per sales agent was $100 for the years ended December 31, 2021, and 2020.

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The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements and intends to adopt the standard on January 1, 2022.

Recently Adopted Accounting Standards

In January 2021 the FASB issued ASU

2021-02, Franchisors - Revenue from Contracts with Customers (Subtopic 952-606). This ASU modifies the guidance applicable to franchisors under the revenue recognition standards by adding a practical expedient that allows non-public business entity franchisors to account for pre-opening services provided to a franchisee as a distinct performance obligation that is separate from the franchise license. To qualify for the new practical expedient, the pre-opening services need to be consistent with the predefined list within the standards. The ASU also allows franchisors the ability to recognize the pre-opening services as a single performance obligation.

ASU 2021-02 is effective for the Company for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted under certain conditions. The adoption did not have a material impact on the Company's consolidated financial statements.

In February 2016, the FASB established

FASB established Topic 842, Leases, by issuing ASU No. 2016-02 ("ASU 2016-02"), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The adoption did not have a material impact on the Company's consolidated financial statements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 is effective for the Company for interim and annual reporting periods beginning after December 15, 2021. The Company has assessed the impact of ASU 2019-12 and has determined it does not have a material impact on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements Standards

In June 2016, the FASB issued ASU

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

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In December 2019, the

FASB issued ASU 201912, Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 is effective for the Company for interim and annual reporting periods beginning after December 15, 2021. The Company is currently assessing the impact of ASU 2019-12, but it is not expected to have a material impact on the Company's consolidated financial statements.

FASB issued ASU 2021-02, Franchisors - Revenue from Contracts with Customers (Subtopic 952-606). This ASU modifies the guidance applicable to franchisors under the revenue recognition standards by adding a practical expedient that allows non-public business entity franchisors to account for pre-opening services provided to a franchisee as a distinct performance obligation that is separate from the franchise license. To qualify for the new practical expedient, the pre-opening services need to be consistent with the predefined list within the standards. The ASU also allows franchisors the ability to recognize the pre-opening services as a single performance obligation. ASU 2021-02 is effective for the Company for interim and annual reporting periods beginning after December 15, 2020 with early adoption permitted under certain conditions. The Company is currently assessing the impact of ASU 2021-02, but it is not expected to have a material impact on the Company's consolidated financial statements.

In August 2020, the FASB issued ASU

2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the "own stock" scope exception (see FG 5) and certain aspects of the EPS guidance. As the Company expects to qualify for the smaller reporting company determination, the effective date for this ASU and has not determined the impact of possible early adoption.

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Fiscal year ended December 31, 2021 compared to the fiscal

year ended December 31, 2020

Our statements of operations

for the year ended December 31, 2021 and 2020 as discussed herein are presented below.

Three months ended March 31, 2022 compared

to the three months ended March 31, 2021

Our unaudited statements of operations for the three months

ended March 31, 2022 and 2021 as discussed herein are presented below.

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Shares used in computing net income per share attributable to Common Stockholders, basic 3,106,667 3,000,000 Fiscal year ended December 31, 2021 compared to the fiscal year ended December 31, 2020 Our statements of operations for the year ended December 31, 2021 and 2020 as discussed herein are presented below.

Selling, general and administrative

Income from operations

Other income (expense)

Net income per share, basic and diluted

Shares used in computing net income per share attributable to Common Stockholders, basic ended March 31, 2022 and 2021 million and $24 $6.4 million for the years three months ended December March 31, 2021 2022 and 2020, 2021, respectively. The following table details our revenue by operating segment:

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Total Revenue increased $.2 million (3%) in

the period ending March 31, 2022 versus the comparative period in 2021. The increase in Property Management revenue corresponded to a rise in new customers for the Company's services from the comparative period. The increase in residential brokerage services and franchising revenue was primarily attributable to an increase in transaction volume from the comparative period due to improved market conditions.

ended December 31, 2021 and 2020

Revenues totaled $29 million

and $24 million for the years ended December 31, 2021 and 2020, respectively. The following table details our revenue by operating segment:

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Revenue from residential

real estate services increased $3.7 million (24%) from $15.7 million in 2020 to $19.4 million in 2021. This increase was primarily attributable to an increase in transaction volume and to an increase in average revenue per transaction due to rising home prices. During the year ended December 31, 2021, transaction volume increased by 42% to approximately 11,372 transactions compared to approximately 9,424 transactions for the year ended December 31, 2020. Our transaction volume increased primarily due to the organic growth in the number of agents contracted with us in 2021. During the year ended December 31, 2021, average revenue per transaction increased by 36% to $75,142,203 from $55,364,797 during the year ended December 31, 2020.

1 unchanged paragraph

Real Estate Brokerage Services (Commercial)

Real Estate Brokerage Services (Residential)

Revenue from residential real estate services

increased $3.7 million (24%) from $15.7 million in 2020 to $19.4 million in 2021. This increase was primarily attributable to an increase in transaction volume and to an increase in average revenue per transaction due to rising home prices. During the year ended December 31, 2021, transaction volume increased by 42% to approximately 11,372 transactions compared to approximately 9,424 transactions for the year ended December 31, 2020. Our transaction volume increased primarily due to the organic growth in the number of agents contracted with us in 2021.

Franchising Services

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Cost of revenue for the three months

ended March 31, 2022 and 2021

1 unchanged paragraph

$5.7 million and $5.5 million for the three months ended March 31, 2022 and 2021, respectively. The following table details our major categories of expenses:

Real Estate Brokerage Services (Residential)

Franchising Services

Real Estate Brokerage Services (Commercial)

Costs related to residential

real estate brokerage services increased $.2 million (4%) from $3.7 million in the period ending March 31, 2021 to $3.9 million in the period ending March 31, 2022. Costs related to coaching and property management had slight period over period increases.

The Company does not have significant costs related to its franchising and commercial real estate segments. These costs, other than commissions are considered immaterial to the segment and are absorbed by the residential segment.

Cost of revenue for the years ended

December 31, 2021 and 2020

Cost of Sales totaled

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for the three months ended March 31, 2022 and 2021

Selling, general and administrative

administrative expenses totaled $3.5 $1.1 million and $3.0 $.8 million for the years three months ended December March 31, 2021 2022 and 2020, 2021, respectively. The following table summarizes the changes in our selling, general and administrative expenses:

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Payroll and benefits increased

primarily due to raises and increased health insurance costs. Rent and occupancy decreased as a result of the Company closing corporate owned offices. Professional, office expenses, technology and sales and marketing expenses increased due to costs related to the Company's efforts to file a registration statement for an initial public offering. Sales and marketing costs increased due to an increase in industry marketing events.

Selling, general and administrative

for the years ended December 31, 2021 and 2020

Selling, general and administrative

expenses totaled $3.5 million and $3.0 million for the years ended December 31, 2021 and 2020, respectively. The following table summarizes the changes in our selling, general and administrative expenses:

Payroll and benefits

Selling, general and administrative

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Income from operations for the three

months ended March 31, 2022 and 2021

2 unchanged paragraphs

2 unchanged paragraphs

13 unchanged paragraphs

and 44 more changes in the filing

Unaudited pro forma financial statements 65 changes

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in La Rosa Realty Prestige, LLC ("Prestige").

The planned acquisition of 51% membership interest in La Rosa

Realty Lakeland, LLC ("Lakeland").

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Prestige Acquisition

Lakeland Acquisition

the Company and Prestige Lakeland entered into a Membership Interest Purchase Agreement, whereby we agreed to acquire 51% of the membership interests in Prestige Lakeland in exchange for $1,158,645 in shares of our Common Stock. The number of shares issued will be equal to the quotient of $1,158,645 divided by the initial public offering price of the Units in the underwritten initial public offering. The closing of the Prestige Lakeland acquisition is expected to occur within five days after the closing of this Offering.

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pro forma condensed combined financial information is based on the historical combined financial statements of the Company and the historical financial statements of CW, North Florida, Elite, Kissimmee, Lake Nona and Prestige Lakeland to reflect the planned acquisitions of these entities by us and the expected effects of the initial public offering and related transactions described above. The transaction accounting adjustments have been described below and within the notes to the unaudited pro forma condensed combined financial information.

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condensed combined balance sheet as of March 31, 2022 gives effect to the Transactions as if they have occurred on March 31, 2022.

The unaudited pro forma condensed combined balance sheet as statements of operations for the year ended December 31, 2021 gives effect to the Transactions as if they have occurred on December 31, January 1, 2021. The unaudited pro forma condensed combined statements of operations for the year three months ended December March 31, 2021 2022 gives effect to the Transactions as if they occurred on January 1, 2021. March 31, 2022. The historical information is based on La Rosa Holdings Corp.'s audited consolidated financial statements and the audited financial statements of CW, North Florida, Elite, Kissimmee, Lake Nona and Prestige. Lakeland.

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La Rosa Holdings Corp.'s

Kissimmee's historical

Lake Nona's historical

La Rosa Holdings Corp.'s unaudited consolidated financial statements as of and for the three months ended March 31, 2022 and 2021;

La Rosa Holdings Corp.'s historical audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020;

CW's historical audited financial statements as of and for the years three months ended December March 31, 2021 2022 and 2020; 2021;

CW's historical audited financial statements as of and for the years ended December 31, 2021 and 2020;

North Florida's historical audited financial statements as of and for the three months ended March 31, 2022 and 2021;

North Florida's historical audited financial statements as of and for the years ended December 31, 2021 and 2020;

Elite's historical audited financial statements as of and for the three months ended March 31, 2022 and 2021;

Elite's historical audited financial statements as of and for the years ended December 31, 2021 and 2020;

Kissimmee's historical audited financial statements as of and for the three months ended March 31, 2022 and 2021;

audited financial statements as of and for the years ended December 31, 2021 and 2020; and Kissimmee's historical audited financial statements as of and for the years ended December 31, 2021 and 2020;

Lake Nona's historical audited financial statements as of and for the three months ended March 31, 2022 and 2021;

Lake Nona's historical audited financial statements as of and for the years ended December 31, 2021 and 2020;

Lakeland's historical audited financial statements as of and for the three months ended March 31, 2022 and 2021; and Lakeland's historical audited financial statements as of and for the years ended December 31, 2021 and 2020.

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the purchase accounting for the acquisitions of CW, North Florida, Elite, Kissimmee, Lake Nona and Prestige. Lakeland. As such, the adjustments included in the pro forma financial information is preliminary and subject to change. The final fair value calculations and purchase price allocations, and associated amortization of acquired intangible assets and other effects, may be materially different than that reflected in the pro forma information presented herein. The actual results may differ significantly from those reflected in the unaudited pro forma condensed combined financial information for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma condensed combined financial results and actual results.

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The pro forma information included herein reflects

the impact of the shares the Company is contractually obligated to issue upon closing of the Offering. The adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet and Statement of Operations related to shares in the Offering and contractually obligated shares is reflected in the table below.

Forma Adjustments related to shares

Shares to purchase franchisees

Shares to be granted under

consulting agreements

Shares to be granted under

employment agreements

granted to convert debt

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As of December 31, 2021

Accounts receivable, net

Other current assets

Due from related party

Total Current Assets

Income taxes payable

Due to related party

Derivative liability

Convertible notes payable, net

Notes payable, current

Total Current Liabilities

Security deposits payable

Commitments and contingencies

Stockholder's Equity (Deficit)

As of March 31, 2022

Excess purchase price to be allocated

assets, net of accumulated depreciation

Liabilities and Stockholder's Equity (Deficit)

Share based compensation liability

Notes payable, net of current

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; none issued or and outstanding at December March 31, 2020 and 2019, respectively 2022 - - - - - - - - Preferred stock, Series X - $0.0001 par value; 2,000 shares authorized; 2,000 issued and outstanding at December March 31, 2020 and 2019, respectively 2022 - - - - - - - - Common stock - $0.0001 par value; 250,000,000 shares authorized; 8,571,429 3,120,000 issued or and outstanding at December March 31, 2020 and 2019, respectively 2022 - - - - - - 1,280 a d 2,087 b d f g 2,405 Additional paid-in capital 424,759 1,145,304 - - - - - - 13,445,566 12,798,720 a (546,911 30,823,022 (1,266,791 ) a 519,167 14,510,830 b 477,791 d 141,672 163,511 d 14,510,827 b 20,000 3,093,691 f (100,052 (100,034 ) g 28,415,029 Accumulated deficit (1,739,135 (2,123,384 ) 54,408 317,516 (135,669 (3,520 ) 71,015 35,519 8,993 (448,843 252,938 (144,836 ) 31,307 27,734 13,642 (166,423 ) b (16,211 (7,532,362 ) 43,680 d (2,139,500 (5,463,500 ) f (3,991,907 ) Equity (Deficit) of La Rosa Holdings Inc. (1,313,519 ( 54,408 317,516 (135,669 977,768 ) 71,015 35,519 8,993 25,387,264 24,425,527 (3,520 ) 252,938 (144,836 ) 31,307 27,734 13,642 24,093,250 23,292,747 Noncontrolling interest - - - - - - - 11,416,873 b 11,416,873 Total Equity (1,313,519 (977,768 ) 54,408 317,516 (135,669 (3,520 ) 71,015 35,519 8,993 36,804,138 35,842,401 252,938 (144,836 ) 31,307 27,734 13,642 35,510,123 34,709,620 Total Liabilities and Equity (Deficit) $ 2,855,783 3,195,379 $ 235,571 122,074 $ 860,537 689,773 $ 491,770 240,580 $ 160,238 163,244 $ 223,525 128,407 $ 181,487 62,916 $ 36,098,197 34,785,352 $ 41,107,108 39,387,725 La Rosa Holdings Corp. Unaudited Pro Forma Condensed Combined Statement Statements of Operations For the three months ended March 31, 2022 LHC CW Kissimmee Lake Nona North Florida Elite Lakeland Adjustments Notes Proforma Revenue $ 6,639,152 $ 910,556 $ 2,885,024 $ 1,894,334 $ 827,693 $ 1,096,147 $ 1,196,804 $ (180,179 ) cc $ 15,269,531 Cost of revenue 5,686,805 816,419 2,631,139 1,653,721 767,768 1,003,874 1,094,348 13,654,074 Gross Profit 952,346 94,137 253,885 240,613 59,925 92,273 102,456 (180,179 ) 1,615,456 Operating Expenses General and administrative expenses 1,019,714 106,823 165,864 166,394 95,471 98,578 82,640 (180,179 ) cc 5,463,500 ff 7,018,805 Sales and marketing expenses 117,257 2,433 12,728 8,896 4,163 3,352 6,178 155,007 Total Operating Expenses 1,136,971 109,256 178,592 175,290 99,634 101,930 88,818 5,283,321 7,173,812 Income (Loss) From Operations (184,625 ) (15,119 ) 75,293 65,323 (39,709 ) (9,657 ) 13,638 (5,463,500 ) (5,558,356 ) Other Income (Expense) Forgiveness of debt - - - - - - - - Amortization of financing fees (70,027 ) - - - - - - 4,053 dd (65,974 ) Other Income 6,526 - (1,319 ) (1 ) - 1,814 7,092 Change in fair market value of derivative liability (21,839 ) - - - - - - (21,839 ) Interest expense (23,199 ) (309 ) (1,406 ) (1,059 ) - - - 43,680 dd 17,708 Other Income (Expense) (108,539 ) (309 ) (2,725 ) (1,060 ) - 1,814 47,733 (63,013 ) Income Before Income Taxes (293,163 ) (15,428 ) 72,568 64,263 (39,709 ) (7,843 ) 13,710 (5,415,767 ) (5,621,369 ) Provision for income taxes - - - - - - - - Income Before Controlling Interest (293,163 ) (15,428 ) 72,568 64,263 (39,709 ) (7,843 ) 13,710 (5,621,369 ) Noncontrolling interest in subsidiaries - - 35,558 31,489 - (3,843 ) 6,718 69,922 Net Income Attributable to La Rosa Holdings Corp. $ (293,163 ) $ (15,428 ) $ 37,010 $ 32,774 $ (39,709 ) $ (4,000 ) $ 6,992 $ (5,691,291 ) Earnings per share, basic $ (0.09 ) $ (0.84 ) Earnings per share, diluted $ (0.09 ) $ (0.84 ) Weighted average shares outstanding, basic 3,106,667 6,788,017 Weighted average shares outstanding, diluted 3,106,667 6,788,017 La Rosa Holdings Corp. Unaudited Pro Forma Condensed Combined Statements of Operations For the Year Ended December 31, 2021 Transaction LHC CW Kissimmee Lake Nona North Florida Elite Prestige Lakeland Adjustments Notes Proforma Revenue $ 28,797,531 $ 4,539,431 4,559,702 $ 11,727,575 11,744,940 $ 10,478,475 $ 3,753,527 $ 4,465,425 $ 3,981,931 $ (500,580 ) cc $ 67,243,315 67,280,951 Cost of revenue 25,283,775 4,154,799 10,675,928 4,175,070 10,693,293 9,480,249 3,500,054 4,143,581 3,643,256 60,881,642 60,919,278 Gross Profit 3,513,756 384,632 1,051,647 998,226 253,473 321,844 338,675 (500,580 ) 6,361,673 Operating Expenses General and administrative expenses 3,196,379 305,612 524,157 582,576 184,511 314,362 226,744 (500,580 ) cc 2,139,500 ff 6,973,261 Sales and marketing expenses 254,453 7,419 43,386 47,547 19,918 9,758 15,381 397,862 Total Operating Expenses 3,450,832 313,031 567,543 630,123 204,429 324,120 242,125 1,638,920 7,371,123 Income From Operations 62,924 71,601 484,104 368,103 49,044 (2,276 ) 96,550 (2,139,500 ) (1,009,450 ) Other Income (Expense) Forgiveness of debt 271,700 3,852 25,692 11,700 - - - 312,944 Amortization of financing fees (8,789 ) - - - - - - (8,789 ) Other Income 4,268 (942 ) 11,027 (785 ) - 5,425 3,281 22,274 Change in fair market value of derivative liability 31,985 - - - - - - (31,985 ) bb - Interest expense (113,890 ) - - - (475 ) - - (31,963 ) bb (146,328 ) Other Income (Expense) 185,274 2,910 36,719 10,915 (475 ) 5,425 3,281 (63,948 ) 180,101 Income Before Income Taxes 248,198 74,511 520,823 379,018 48,569 3,149 99,831 (2,203,448 ) (829,349 ) Provision for income taxes 150,000 150,000 Income Before Controlling Interest 98,198 74,511 520,823 379,018 48,569 3,149 99,831 (2,203,448 ) (979,349 ) Noncontrolling interest in subsidiaries - 36,510 - 255,203 185,719 23,799 - 1,543 48,917 551,691 491,382 Net Income Attributable to La Rosa Holdings Corp. $ 98,198 $ 38,001 74,511 $ 265,620 $ 193,299 $ 24,770 48,569 $ 1,606 $ 50,914 (2,203,448 ) $ (1,531,040 (1, 470,731 ) Earnings per share, basic and diluted $ 0.03 gg $ (0.25 (0.24 ) Weighted average shares outstanding, basic and diluted 3,000,000 3,015,994 hh 6,015,994 Notes to Unaudited Pro Forma Condensed Combined Financial Information Note 1. Basis of Pro Forma Presentation The unaudited pro forma condensed combined financial information set forth herein is based upon the financial statements of La Rosa Holdings Corp. and the planned acquisitions of CW, North Florida, Elite, Kissimmee, Lake Nona and Prestige. Lakeland. The unaudited pro forma condensed combined financial information is presented as if the Transactions had been completed on January 1, 2021 2022 with respect to the unaudited pro forma condensed combined statement statements of income operations for year three months ended December March 31, 2021 2022 and on December March 31, 2021 2022 with respect to the unaudited pro forma condensed combined balance sheet.

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to the Unaudited Pro Forma Condensed Combined Balance Sheet as of December March 31, 2021.

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and 51 percent of the equity interests in Kissimmee, Lake Nona, and Elite.

The Company estimates that, in addition to underwriting fees of $1,200,000, the Company will incur a total of $7,263,414 of direct offering related costs, of which $2,200,000 is expected to be paid in cash and will be reflected as a reduction of the Offering proceeds and $5,063,414 is expected to be paid to consultants in the form of equity (see footnote g, below). The Company had already incurred $546,911 of the $2,200,000 as of December March 31, 2021. 2022. These deferred offering costs were recorded in deferred offering costs on the consolidated balance sheet as of December March 31, 2021. 2022. In addition to the $100,000 expected to be paid in footnote g, below, the Company estimates $353,089 $453,089 of professional fees to be incurred subsequent to December March 31, 2021. 2022.

b Reflects the purchase consideration and the preliminary allocation of the assets acquired and liabilities assumed, based on their fair values on the acquisition date. The purchase consideration constitutes the following: the payment of $1,600,000 of cash and the issuance of 1,451,097 1,451,099 shares of La Rosa Holdings Corp.'s Common Stock with an aggregate value of $14,510,972, $14,510,975, (the "Purchase Consideration") in exchange for 100 percent of the equity interests in CW and North Florida; and 51 percent of the equity interests in Kissimmee, Lake Nona, and Elite.

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Other current assets

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d Reflects conversion of $479,789 $481,971 of La Rosa Holdings Corp. convertible loan notes, net of debt discount of $16,211 and $23,173 of related accrued interest to La Rosa Holdings Corp.'s Common Shares at a conversion price of $8.00 per share. Also, reflects the elimination of the derivative liability of $173,657 $163,511 due to the embedded conversion feature of the convertible notes. Interest continued to accrue on the convertible notes through the date that the planned Transactions consummated, increasing the aggregate notes payable obligation for which La Rosa Holdings Corp.'s Common Shares will be exchanged.

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Combined Statement of Operations for the year Ended December 31, 2021.

Note 3. Adjustments to the Unaudited Pro Forma Condensed Combined

Statements of Operations for the three months ended March 31, 2022.

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Business 16 changes

We operate primarily in

the U.S. residential real estate market, which, according to Zillow Research 2 , totaled $43.4 trillion in December 2021.

in the U.S. residential real estate market, which, according to Zillow Research 2 , totaled $43.4 trillion in December company for five agent-centric, technology-integrated, cloud-based, multi-service real estate companies. 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.

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La Rosa Realty Internacional International LLC

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We operate primarily in

the U.S. residential real estate market, which, according to Zillow Research 3 , totaled $43.4 trillion in December 2021.

in the U.S. residential real estate market, which, according to Zillow Research 3 , totaled $43.4 trillion in December 2021. The full U.S. housing stock gained about $6.9trillion in value in 2021, more than double the level from a decade ago as the market fully recovered, and then some, from its immediate, post-Great Recession lows. The S&P CoreLogic Case-Shiller U.S. National Home Price Index reported an 18.8% year-over-year gain as of December 2021 which was the highest calendar year increase in 34 years of data and substantially ahead of 2020's 10.4% gain. Annual growth was up from November 2021in both the 20-city index (to 18.6%, from 18.3% over November 2021) and 10-city index (to 17.0% from 16.9%). 4 holding company for its direct, wholly owned subsidiaries, the LLCs, and has no other operations.

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real estate brokerages, we encourage our sales agents to seek out commercial real estate business. CRE was organized in 2014 originally to provide "resi-commercial" real estate advisory services such as helping sales agents' customers lease office space. CRE now assists agents who have customers who wish to purchase multifamily, office, storage, mixed use and apartment properties.

Unlike like many other real estate brokerages, we encourage

our sales agents to seek out commercial real estate business. CRE was organized in 2014 originally to provide "residential-commercial" real estate advisory services such as helping sales agents' customers lease office space. CRE now assists agents who have customers who wish to purchase multifamily, office, storage, mixed use and apartment properties. We provide, on a fee basis, training to sales agents who wish to work in the commercial real estate space, and advise customers with respect to office leasing, multi-family property sales and leasing, and land and subdivision development. Our customers come primarily from referrals from our Realty brokers who are asked by their clients to assist them in with various commercial real estate property transactions.

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We have built our business

We have built our business on what we know to be our customer's needs. The purchase of a home is likely the most expensive purchase a consumer will make in his or her lifetime. Many first time first--time home buyers are young and require knowledgeable, experienced guidance from our agents and our franchisor's agents. Home sellers need the market ken and potential buyer reach that our agents and our franchisee's agents provide. Our agents and our franchisee's agents build lasting relationships with their clients that result in repeat business and referral business. Notwithstanding claims of the internet-only brokerages that homes are a commodity that can be bought and sold like a can of beans, this consumer need is borne out in reality. Realty. Current research from the NAR 5 shows that:

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an increase in new total new housing starts in 2021 that the U.S.

U.S. Census Bureau stated were 1.60 million, a 15.6% gain over the 1.38 million total from 2020. Single-family starts in 2021 totaled 1.12 million, up 13.4% from the previous year 7 ; and a continuation of the current low rate of annual inflation and the maintenance of a low interest rate environment by the Federal Reserve Board to encourage economic growth in the United States.

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The residential real

The residential real estate industry is regulated by federal, state and local authorities as well as private associations or state sponsored associations or organizations. We must comply with federal, state, and local laws, as well as private governing bodies' regulations, which, when combined, results in a highly-regulated highly regulated industry.

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Management 10 changes

President, Chief Executive Officer, and Chairman of the board of directors (Principal Executive Officer) (Principal Financial and Accounting) 2021 Mark Gracy Chief Operating Officer - Brad Wolfe Chief Financial Officer - Michael A. La Rosa* Director Nominee * Jodi R. White* Independent Director Nominee * Ned L. Siegel* Independent Director Nominee * Thomas Stringer* Independent Director Nominee * * Director Nominees will be appointed to the board of directors sixty days after the Company files its first draft of its registration statement on Form S-1 for its initial public offering.

our Founder and has been serving as the Company's President, Chief Executive Officer and the Chairman of the board of directors since its inception in 2004. A former police officer in Orlando, Florida, Mr. La Rosa entered his family's commercial and residential real estate development business in 2001 and became President of La Rosa Development, LLC, a position he holds today.

The following are our executive officers, our directors and

executive officers, our director and director nominees and their respective ages and positions as of the date of this Prospectus.

President, Chief Executive Officer, and Chairman of the board of directors (Principal Executive Officer) (Principal Financial and Accounting) 2021 Mark Gracy Chief Operating Officer - Brad Wolfe Chief Financial Officer - Josh Epstein Chief Strategy Officer Michael A. La Rosa Director 2022 Jodi R. White Independent Director 2022 Ned L. Siegel Independent Director 2022 Thomas Stringer Independent Director 2022 Joseph La Rosa is our Founder and has been serving as the Company's President, Chief Executive Officer and the Chairman of the board of directors since its inception in 2004. A former police officer in Orlando, Florida, Mr. La Rosa entered his family's commercial and residential real estate development business in 2001 and became President of La Rosa Development, LLC, a position he holds today. From 2008 to 2010, as President of the Casa Latino group of companies, he co-developed the first Latino real estate franchise throughout the United States, which in 2010 was ranked by the National Association of Realtors as one of the Fastest Growing Real Estate Franchises in the U.S. In 2004, Mr. La Rosa founded La Rosa Realty, LLC and is responsible for its past and current growth into a customer oriented customer-oriented agent-centric model of real estate brokerage powered by AI based technology tools. In addition to being home to over 2,000 real estate professionals internationally and being one of the top three brokerages in the State of Florida and in the top 20 brokerages in the National Association of Realtors, La Rosa Realty has continued its growth and expansion into supporting auxiliary services such as La Rosa Property Management, La Rosa CRE (commercial), La Rosa Coaching and La Rosa Franchising. Mr. La Rosa graduated from Florida International University with a Bachelors Bachelor of Science degree in criminal justice. We believe that Mr. La Rosa's entrepreneurial, real estate, investment and leadership experience makes him well qualified to serve as Chairman of our board of directors.

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been the Company's Chief Strategy Officer since May 2022. Prior to joining the Company, Mr. Epstein had numerous management roles and served as Chief Strategy Officer for Nextest Labs from 2020 to June 2022 and prior to that as Area Developer and Franchisee for Red Effect Infrared Fitness 2017 to 2020. Prior to joining Red Effect Infrared Fitness, Mr. Epstein served as VP, Vendor Management for Animal Supply Company for 5 years. Before that, he worked for several companies where he was responsible for sales and marketing.

Mr. Epstein served on the Board of Intrepid Spirits from 2016 to 2020 and was a board member of Ivy Hawn Charter School of the Arts from 2010 to 2011. He holds a B.S. degree in human & organizational development from Vanderbilt University.

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has been the Senior Leader, Learning Strategy and Leadership Development at The Walt Disney Company (NYSE: DIS), Orlando, Florida, since February 2019. From November 2016 to January 2019, she was the Operations Strategy and Client Engagement Director for FanHero LLC, a white label, all-in-one live streaming and OTT solution. Prior thereto, from September 2014 to October 2016, she was the Senior Manager, Client Relations for Paylocity Holding Corp. (Nasdaq: PCTY) and previously worked for 12 years in various roles, the most recent of which was Senior Manager of Operations, at The Walt Disney Company. Ms. White attended the University of Pittsburgh and Webster University, majoring in Business Administration. We believe that Ms. White's operations, client engagement, project management and leadership development experience makes make her well qualified to serve on our board of directors and as an independent member of the board's committees.

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At the closing of this

Offering, Our board of directors will have has three independent directors.

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Executive and director compensation 21 changes

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Outstanding Equity Awards as of March

There were no outstanding equity awards held by our NEOs as

of March 31, 2022 and as of March 31, 2021.

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We have entered into employment agreement with Mr. Joseph La

employment agreement with Mr. Joseph La Rosa to act as our Chief Executive Officer. In addition, the board will appoint him he serves as a the director of Company the board, and the board will, during the term, of his agreement, nominate and recommend him for election as a director but he will not receive any additional compensation in respect of his appointment as a director of Company. The employment agreement will be of Mr. La Rosa is for an initial term of one year starting January 1, 2022, and will renew automatically for successive one-year periods thereafter unless prior to 90 days before the anniversary date, either party notices the other that it will not extend the agreement for another year. The Company will pay Mr. La Rosa an annual base salary of $500,000 during the term of the agreement, and he is eligible to receive a "Target Bonus" at the rate of 100% of his base salary and stock options for 1.0% of the total outstanding shares of Company Common Stock that will vest over 12 months which will be payable to the extent the applicable performance goals are achieved which goals and payment matrices will be set by the compensation committee of the board. Mr. La Rosa will also be entitled to receive i) annual long term equity awards of at least 1.0% of the outstanding shares of the Company's Common Stock as determined by the compensation committee of the board inside or outside of any established equity plan, ii) milestone equity awards in the total amount of 1,200,000 shares of the Company's Common Stock to be granted in the form of the Common Stock or options with cashless exercise provision (at the discretion of Mr. La Rosa) from time to time upon achievement by Mr. La Rosa of milestones described in the employment agreement, and other benefits on terms and conditions similar to those applicable to other executive officers of the Company generally. The amount and terms of the long-term incentive awards awarded to him will be set by the compensation committee. He is also entitled to receive perquisites including a corporate automobile, cellular telephone, health and disability insurance and participation in the Company's 401(k) plan. Mr. La Rosa will be entitled to 40 days of annual vacation plus Company observed holidays per calendar year and will be reimbursed for his business travel expenses. Any amounts payable under the employment agreement are subject to any policy established by the Company providing for claw back or recovery of amounts that were paid to Mr. La Rossa. Rosa. The Company will make any determination for claw back or recovery in its sole discretion and in accordance with any applicable law or regulation.

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On November 18, 2021,

and (iv) his non-disparagement of the Company or its directors, officers and employees. If his employment is terminated under any circumstances other than a termination by the Company without cause or a termination by him for good reason (including a voluntary termination by Executive without good reason or a termination by the Company for cause or due to Mr. Gracy's death or disability), the Company's obligations under the employment agreement will immediately cease and Executive will only be entitled to receive:

(i) the Salary that has accrued and is unpaid and to which Executive is entitled as of the effective date of such termination and to the extent consistent with general Company policy; (ii) unreimbursed business expenses; (iii) any bonus earned and approved by the board but not yet paid; (iv) any amounts or benefits to which he is then entitled under the terms of the benefit plans then-sponsored by the Company. If Mr. Gracy's employment is terminated by the Company without cause or by him for good reason, he will be entitled to the payments in the preceding sentence. In addition, the Company will: (i) continue to pay his Salary for a period of twelve months, and (ii) pay him, in a single lump sum an amount in cash equal to the pro-rated amount of any annual bonus for the number of days from the last anniversary date of the agreement to the date of termination.

We entered into an "at will" employment agreement

"at will" employment agreement with Mr. Wolfe on January 10, 2022, and he became a full-time employee working as the Company's Chief Financial Officer and Treasurer as of February 14, 2022.Mr. 2022. Mr. Wolfe works remotely from his home office in Austin, Texas, and will visit the Company's headquarters once a month for a week at a time. We have agreed to pay Mr. Wolfe a base salary of $240,000 $249,000 per year which will increase to $300,000 per year on the first to occur of: (x) January 10, 2024 or the date of the Company's initial public offering, and at any time so that his salary is equal so that he continues to be the second highest paid employee of the Company. He will receive an annual bonus of $120,000 that will be paid quarterly, which amount will increase to $150,000 whenever his base salary increases for the first time. In addition, he may be entitled to receive a bonus based on his agreed-upon performance on an annual basis which bonus must be approved by the audit and compensation committees. Mr. Wolfe will be granted 165,000 shares of restricted Common Stock as of the date that the Common Stock is listed for trading on a national securities exchange, which shares shall be subject to a monthly vesting schedule and vest evenly over a 24-month period, commencing on the date of the closing of this Offering.

Mr. Wolfe will be granted 165,000 shares of restricted Common Stock as of the date that the Common Stock is listed for trading on a national securities exchange, which shares shall be subject to a monthly vesting schedule and vest evenly over a 24-month period, commencing on the date of the closing of this Offering. He Mr. Wolfe has agreed, for one year, not to (i) offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any of such shares; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares; (iii) make any demand for or exercise any right with respect to the registration of such shares; or (iv) publicly disclose an intention to do any of the above, except that he may transfer vested shares with 10 days prior notice to the Company, and only in compliance with the Company's insider trading policy and subject to the rules of the SEC: (x) as a bona gift, by will or intestacy, to a family member or trust for a family member; or (y) to any charity or educational institution, as long as the transferee agrees to the same restrictions, and each party is not required to make any filing or public announcement of the transfer prior to the end of the lock-up period. Mr. Wolfe is entitled to be reimbursed for his business expenses and to participate in all of the other Company benefits that are generally available to other employees and he will have three weeks of paid vacation each year, the unused portion of which may be carried over to the next year. The employment agreement is terminable by his death or disability, if he voluntarily resigns after giving two months' notice, if he is terminated by the Company for "cause" as defined in the agreement, or if he resigns for "good reason" due to a material diminution of his authority, a reduction in his base salary, a material change in his work location or due to a breach of the agreement by the Company. If he is terminated without cause or resigns for good reason, he will be paid the lump sum of $350,000 plus 100% of the bonus that he would have received at the end of the Company's fiscal year. The Company has agreed to indemnify Mr. Wolfe to the maximum extent permitted by law in connection with performing his duties for the Company. He has agreed to maintain the confidentiality of Company confidential information, assign his work product to the Company, and for two years after his termination, not to compete with the portions of the Company's business in which he actively participated and not to solicit any Company clients or employees.

or (y) to any charity or educational institution, as long as the transferee agrees to the same restrictions, and each party is not required to make any filing or public announcement of the transfer prior to the end of the lock-up period. Mr. Wolfe is entitled to be reimbursed for his business expenses and to participate in all of the other Company benefits that are generally available to other employees, and he will have three weeks of paid vacation each year, the unused portion of which may be carried over to the next year. The employment agreement is terminable by his death or disability, if he voluntarily resigns after giving two months' notice, if he is terminated by the Company for "cause" as defined in the agreement, or if he resigns for "good reason" due to a material diminution of his authority, a reduction in his base salary, a material change in his work location or due to a breach of the agreement by the Company. If he is terminated without cause or resigns for good reason, he will be paid the lump sum of $350,000 plus 100% of the bonus that he would have received at the end of the Company's fiscal year. The Company has agreed to indemnify Mr. Wolfe to the maximum extent permitted by law in connection with performing his duties for the Company.

He has agreed to maintain the confidentiality of Company confidential information, assign his work product to the Company, and for two years after his termination, not to compete with the portions of the Company's business in which he actively participated and not to solicit any Company clients or employees.

On November 18, 2021, we entered into an employment agreement with Mr. Mark Gracy to act as our Chief Operating Officer as of the effective date of this Offering. The employment agreement will be for an initial term of three years and will renew automatically for one year one-year periods thereafter unless prior to 90 days before the anniversary date, either party notices the other that it will not extend the agreement for another year. Mr. Gracy will receive a base salary of $249,000 for the first year and on the second anniversary date of the agreement and each anniversary date thereafter his base salary will rise automatically to the greater of: (i) the base salary being paid to any other "C" level executive of the Company other than the Chief Executive Officer, or (ii) the base salary approved by the board of directors or its Compensation Committee (if such Committee has the power to set salaries without the need for board approval) (the "Salary"). In addition, Mr. Gracy will be eligible, following the end of each calendar year beginning with the 2022 calendar year, to receive an annual performance bonus targeted of up to 50% of the his Salary based upon periodic assessments of his performance as well as the achievement of specific individual and corporate objectives determined by the board of directors or the compensation committee thereof after consultation with Mr. Gracy and provided to him in writing no later than the end of the first calendar quarter of the applicable bonus year. The target bonus must be approved by the audit and compensation committee. No amount of annual bonus is guaranteed, and Mr. Gracy must be an employee on December 31 of the applicable bonus year in order to be eligible for any annual bonus for such year. In addition, the Company has agreed to grant Mr. Gracy an incentive bonus of $50,000 to be paid upon achievement of a successful initial public offering of the Company. Effective as of the closing date of this Offering, the board or a committee thereof will grant to Mr. Gracy: (x) a number of "restricted" shares of the Company's Common Stock equal to two percent (2%) of the total outstanding shares of the Company's Common Stock, and (y) an option to purchase shares of Common Stock of the Company equal to two percent (2%) of the total outstanding shares of the Company, both calculated at the closing date of this Offering with the options exercisable at a per share exercise price equal to the public offering price. Both of these equity awards will be subject to a quarterly vesting schedule and vest evenly over a three-year period. Mr. Gracy will also be entitled to receive other benefits generally available to other Company employees and will be reimbursed for his documented and approved expenses related to the business of the Company. The employment agreement contains covenants of Mr. Gracy concerning: (i) the confidentiality of Company information; (ii) the assignment of his work product to the Company; (iii) his non-solicitation of Company clients or employees during his term of employment and for three years thereafter; and (iv) his non-disparagement of the Company or its directors, officers and employees. If his employment is terminated under any circumstances other than a termination by the Company without cause or a termination by him for good reason (including a voluntary termination by Mr. Gracy without good reason or a termination by the Company for cause or due to Mr. Gracy's death or disability), the Company's obligations under the employment agreement will immediately cease and Executive will only be entitled to receive: (i) the Salary that has accrued and is unpaid and to which Mr. Gracy is entitled as of the effective date of such termination and to the extent consistent with general Company policy; (ii) unreimbursed business expenses; (iii) any bonus earned and approved by the board but not yet paid; (iv) any amounts or benefits to which he is then entitled under the terms of the benefit plans then-sponsored by the Company. If Mr. Gracy's employment is terminated by the Company without cause or by him for good reason, he will be entitled to the payments in the preceding sentence. In addition, the Company will: (i) continue to pay his Salary for a period of twelve months, and (ii) pay him, in a single lump sum an amount in cash equal to the pro-rated amount of any annual bonus for the number of days from the last anniversary date of the agreement to the date of termination.

we entered into an employment agreement with Mr. Josh Epstein to act as our Chief Strategy Officer as of June 1, 2022. The employment agreement will be for an initial term of three years and will renew automatically for one-year periods thereafter unless prior to 60 days before the anniversary date, either party notices the other that it will not extend the agreement for another year. Mr. Epstein will receive a base salary of $250,000 for the first year and on the second anniversary date of the agreement and each anniversary date thereafter his base salary will rise automatically to the greater of: (i) the base salary being paid to any other "C" level executive of the Company other than the Chief Executive Officer, the Chief Financial Officer, and Chief Operating Officer, or (ii) the base salary approved by the board of directors or its Compensation Committee (if such Committee has the power to set salaries without the need for board approval) (the "Salary"). In addition, Mr. Epstein will be eligible, following the end of each calendar year beginning with the 2022 calendar year, to receive an annual bonus which shall be equal to 50% of the his Salary and based upon periodic assessments of his annual performance as well as the achievement of 20% capture rate of all ancillary services on specific targeted offices within the Company identified by the Company from time to time as well as the achievement of other specific individual and corporate objectives determined by the Board or a committee thereof after consultation with Mr. Epstein and provided to Mr. Epstein in writing no later than the end of the first calendar quarter of the applicable year. The bonus must be approved by the audit and compensation committee. No amount of annual bonus is guaranteed, and Mr. Epstein must be an employee on December 31 of the applicable bonus year in order to be eligible for any annual bonus for such year. In addition, effective as of the closing date of this Offering, the board or a committee thereof will grant to Mr. Epstein: (a) 50,000 "restricted" shares of the Company's Common Stock based on an assumed sale of 1,500,000 units by the Company (or 3.333% of the number of Units actually issued in the Offering), and (b) annual equity award equal to a number of shares of "restricted" shares of the Company's Common Stock at the closing price of the common stock as of the last day of trading on the Nasdaq Capital Market of that calendar year, equal to the difference between (x) 3% of gross purchase price paid by the Company in any acquisition of a business by the Company and (y) any commission paid to a Company employee or third party broker for such a transaction. Both of these equity awards will be subject to a monthly vesting schedule and vest evenly over a 24-months period commencing on the issuance date. Mr. Epstein will also be entitled to receive other benefits generally available to other Company employees and will be reimbursed for his documented and approved expenses related to the business of the Company. The employment agreement contains covenants of Mr. Epstein concerning: (i) the confidentiality of Company information; (ii) the assignment of his work product to the Company; (iii) his non-solicitation of Company clients or employees during his term of employment and for three years thereafter; and (iv) his non-disparagement of the Company or its directors, officers and employees. If his employment is terminated under any circumstances other than a termination by the Company without cause or a termination by him for good reason (including a voluntary termination by Mr. Epstein without good reason or a termination by the Company for cause or due to Mr. Epstein's death or disability), the Company's obligations under the employment agreement will immediately cease and Executive will only be entitled to receive: (i) the Salary that has accrued and is unpaid and to which Executive is entitled as of the effective date of such termination and to the extent consistent with general Company policy; (ii) unreimbursed business expenses; (iii) any bonus earned and approved by the board but not yet paid; (iv) any amounts or benefits to which he is then entitled under the terms of the benefit plans then-sponsored by the Company. If Mr. Epstein's employment is terminated by the Company without cause or by him for good reason or in the event of a Change in Control of the Company, he will be entitled to the payments in the preceding sentence. In addition, the Company will: (i) continue to pay his Salary for a period of twelve months following the effective date of his termination of employment, and (ii) pay him, in a single lump sum an amount in cash equal to the pro-rated amount of any annual bonus for the number of days from the last anniversary date of the agreement to the date of termination.

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to the 2022 Plan . Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of Common Stock, or a reorganization or reclassification of the Company's Common Stock, the maximum aggregate number of shares of Common Stock which may be issued pursuant to awards under the 2022 Plan is 2,500,000 shares as adjusted for the 10 for 1 10-for-1 Reverse Stock Split on March 21, 2022. Such shares of Common Stock will be made available from the authorized and unissued shares of the Company.

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There will be no federal income tax consequences to either the recipient upon the grant of an incentive stock option or us. Upon exercise of the option, the excess of the stock's fair market value over the exercise price, or the "spread," will be added to the alternative minimum tax base of the recipient unless a disqualifying disposition is made in the year of exercise.

A disqualifying disposition is the stock sale before the expiration of two years from the date of grant and one year from exercise.

There will be no federal income tax consequences to either the recipient upon the grant of an incentive stock option or us. Upon exercise of the option, the excess of the stock's fair market value over the exercise price, or the "spread," will be added to the alternative minimum tax base of the recipient unless a disqualifying disposition is made in the year of exercise. A disqualifying disposition is the stock sale before the expiration of two years from the date of grant and one year from exercise. If the shares of Common Stock are disposed of in a disqualifying disposition, the recipient will realize taxable ordinary income in an amount equal to the spread at the time of exercise, and will be entitled (subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of a tax reporting obligation) to a federal income tax deduction equal to such amount. If the recipient sells the shares of Common Stock after the specified periods, the gain or loss on the shares' sale will be long-term capital gain or loss and will not be entitled to a federal income tax deduction.

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There are no tax consequences

There are no tax consequences to the participant or us because of the grant. Upon acquiring the stock, the recipient will recognize taxable ordinary income equal to the excess, if any, of the stock's fair market value on the acquisition date over the purchase price. However, to the extent the stock is subject to "a substantial risk of forfeiture" (as defined in Section 83 of the Internal Revenue Code of 1986 (the "Code")), the taxable event will be delayed until the forfeiture provision lapses unless the recipient elects to be taxed on receipt of the stock by making a Section 83(b) election within 30 days of receipt of the stock. If such an election is not made, the recipient will generally recognize income as and when the forfeiture provision lapses, and the income recognized will be based on the stock's fair market value on such a future date. On that date, the recipient's holding period for purposes of determining the long-term or short-term nature of any capital gain or loss recognized on a subsequent disposition of the stock will begin. If a recipient makes a Section 83(b) election, the recipient will recognize ordinary income equal to the difference between the stock's fair market value and the purchase price, if any, as of the date of receipt and the holding period for purposes of characterizing as long-term or short-term any subsequent gain or loss will begin at the date of receipt.

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Transactions with related persons 9 changes

Set forth below is a description of certain relationships and related person transactions since January 1, 2019, between us or our subsidiaries, and our directors, executive officers and holders of more than 5% of our voting securities that involve the lower of $120,000 or 1% of the average of total assets in the last two fiscal years. We believe that all of the following transactions were entered into with terms as favorable as could have been obtained from unaffiliated third parties.

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Celebration Office Condos LLC also leases a corporate office to La Rosa Realty, LLC. The rent expense was $109,410 and $143,800 for the years ended December 31, 2021 and 2020, respectively. There is no written agreement and the rent is determined on month-to-month basis. There are no future minimum rental payments and the lease may be cancelled at any time by Celebration Office Condos LLC.

There is no written agreement, and the rent is determined on month-to-month basis. There are no future minimum rental payments, and the lease may be cancelled at any time by Celebration Office Condos LLC.

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On February 25, 2022,

the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $100,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 1.4% per annum with a default interest rate is 3% per annum. The payment of all or any portion of the outstanding principal balance of the note and all interest thereon shall be pari passu in right of payment and in all other respects to the other unsecured subordinated promissory notes issued and all other trade debt and other obligations of the Company ranking similar to the note.

On April 29, 2022, the

Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $100,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 1.87% per annum with a default interest rate is 3% per annum. The payment of all or any portion of the outstanding principal balance of the note and all interest thereon shall be pari passu in right of payment and in all other respects to the other unsecured subordinated promissory notes issued and all other trade debt and other obligations of the Company ranking similar to the note.

On May 17, 2022, the

Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $50,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 2.51% per annum with a default interest rate is 3% per annum. The payment of all or any portion of the outstanding principal balance of the note and all interest thereon shall be pari passu in right of payment and in all other respects to the other unsecured subordinated promissory notes issued and all other trade debt and other obligations of the Company ranking similar to the note.

Principal stockholders 6 changes

Beneficial ownership of the voting stock

The following table sets forth certain information, as of June

sets forth certain information, as of April 11, 14, 2022, with respect to the holdings of: (i) each person who is the beneficial owner of more than 5% of Company voting stock, (ii) each of our directors, and director nominees, (iii) each executive officer, and (iv) all of our current directors and executive officers as a group.

Beneficial ownership of the voting stock is determined in accordance with the rules of the SEC and includes any shares of Company voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of voting stock held by them. Applicable percentage ownership in the following table is based on 3,002,000 3,120,000 shares of Common Stock issued and outstanding April 11, May 18, 2022 and 4,502,000 4,620,000 shares of Common Stock after the Offering assuming an offering of 1,500,000 Units that would consist of 1,500,000 shares of Common Stock (excluding 225,000 shares which may be sold upon exercise of the underwriters' Over-Allotment Option, $516,000 of convertible promissory notes which convert into 64,500 70,656 shares of our Common Stock (based on an assumed initial offering price of $10.00 per Unit), the issuance of 129,353 115,500 of the Exchange Listing Shares (based on an assumed initial offering price of $10.00 per Unit), the issuance of 103,482 92,400 COO Shares, the issuance of 165,000 CFO Shares, the issuance of 50,000 CSO shares and the issuance of 129,353of 221,362 of the Bonilla Shares at the closing of this initial public offering), plus, for each individual, any securities that individual has the right to acquire within 60 days of April 11, May 18, 2022.

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(Chief Strategy Officer)

All Officers Directors and Director Nominees Directors as a group (7 persons)

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Description of the securities 10 changes

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Pursuant to our Amended

Pursuant to our Amended and Restated Articles of Incorporation filed with the Nevada Secretary of State of July 29, 2021, the Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is 300,000,000 shares of capital stock, consisting of 250,000,000 shares of common stock, $0.0001 par value per share, and 50,000,000 shares of preferred stock, $0.0001 par value per share. Our issued and outstanding shares of Common Stock underwent a reverse stock split effective on March 21, 2022, pursuant to which each 10 shares of Common Stock were converted into one share of Common Stock.

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We have filed an application for the listing of the Warrants offered in this Offering on the Nasdaq Capital Market under the symbol "[*]." "LRHCW."

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We have adopted the 2022 Equity Incentive Plan, which will be effective the day prior to the listing of our Common Stock on Nasdaq. The 2022 Plan allows the compensation committee to make equity-based and cash based cash-based incentive awards to our officers, employees, directors and other key persons (including consultants). The types of awards permitted under the Plan include nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other awards.

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Acquisition Statutes . 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 least 200 stockholders of record, including at least 100 stockholders of record who are Nevada residents, and that conduct business in Nevada directly or through an affiliated corporation.

Acquisition Statutes . 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 least 200 stockholders of record, including at least 100 stockholders of record who are Nevada residents, and that conduct business in Nevada directly or through an affiliated corporation. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target 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: one-fifth or more but less than one-third, one-third or more but less than a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and 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 share provisions by making an election in its articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10th 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 the control share statutes and will be subject to these statutes if we are an "issuing corporation" as defined in such statutes. The effect of the Nevada control share statutes 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 us.

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Currently, no public

There can be no assurance that our Common Stock will be listed on Nasdaq.

Currently, no public market exists for our Common Stock or our

market exists for our Common Stock or our Warrants. In connection with this Offering, we have applied to list our Common Stock on the Nasdaq Capital Market under the symbol "LRHC" and have applied to list our Warrants under the symbol [*]. "LRHCW". If Nasdaq approves our listing application, we expect to list our Common Stock upon consummation of the Offering, Nasdaq's listing requirements for the Nasdaq Capital Market include, among other things, a stock price threshold. As a result, prior to effectiveness of our registration statement of which this prospectus is a part, we will need to take the necessary steps to meet Nasdaq's listing requirements. If Nasdaq does not approve the listing of our Common Stock and Warrants, we will not proceed with this Offering. There can be no assurance that our Common Stock will be listed on Nasdaq.

Shares eligible for future sale 1 change

Upon completion of the sale of shares of Common Stock pursuant to this Offering, we will have 4,502,000 shares of Common Stock issued and outstanding based on an assumed offering of 1,500,000 Units. In the event the underwriters exercise the Over-Allotment Option in full for shares of Common Stock only, we will have 4,727,000 shares of Common Stock issued and outstanding and in the event that the holders of the Warrants exercise their Warrants in full, we will have 6,227,000 shares of Common Stock issued and outstanding. The Common Stock sold in this Offering will be freely tradable without restriction or further registration or qualification under the Securities Act. Pursuant to agreements we have entered into, we will issue, immediately after the closing of this Offering, shares of our Common Stock to consultant Exchange Listing, LLC (to obtain a 2.5% ownership interest), to CGB-TRUST-1001-01-13-22 and ELG-TRUST-1004-09-01-13 equally as assignees of consultant Bonilla Opportunity Fund I, Ltd. (to obtain a 4.0% ownership interest), and to Mr. Gracy (to obtain his 2.0% ownership), to Mr. Epstein (to obtain his 3.333% ownership and to Mr. Wolfe (to obtain 165,000 shares of Common stock).

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Plan of distribution 4 changes

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We have agreed to pay

We have agreed to pay the representative a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering. We estimate that the total expenses but excluding underwriting discounts and commissions and the one percent (1.0%) non-accountable expense allowances, will be approximately $0.4 million, all of which are payable by us. This figure includes expense reimbursements we have agreed to pay the representative for reimbursement of its expenses related to the Offering up to a maximum aggregate expense allowance of $125,000, for which we have paid a $25,000 advance, which will be returned to us to the extent not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).

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Pursuant to section 3A.3 of National Instrument 33 105 Underwriting

3A.3 of National Instrument 33 105 Underwriting Conflicts (NI 33 105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriters' conflicts of interest in connection with this Offering.

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Experts 1 change

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Rosenberg Rich Baker Berman, P.A., an independent certified public accounting firm, audited financial statements for La Rosa Realty CW Properties, LLC, Horeb Kissimmee, LLC d/b/a La Rosa Realty Kissimmee, La Rosa Realty Lake Nona, Inc., La Rosa Realty North Florida LLC, La Rosa Realty the Elite LLC, La Rosa Realty Prestige Lakeland LLC, for the years ended December 31, 2021 and 2020. We have included those financial statements in this prospectus and elsewhere in the registration statement in reliance on the reports of Rosenberg Rich Baker Berman, P.A., given on their authority as experts in accounting and auditing.

Where you can find more information 3 changes

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Index to the Financial Statements

La Rosa Holdings Corp. and Subsidiaries Audited Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB No. 688) Consolidated Balance Sheets as of December 31, 2021 and 2020 Consolidated Statements of Income for the years ended December 31, 2021 and 2020 Consolidated Statement of Stockholder's Equity (Deficit) for the years ended December 31, 2021 and 2020 Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020

Index to the financial statements 47 changes

Consolidated Statements of Equity (Deficit )

Preferred Stock Series X

Balance, January 1, 2019

Member distributions

Balance, December 31, 2020

Member distributions

Warrants issued for deferred offering costs

Balance, December 31, 2021

See notes to the consolidated financial statements.

La Rosa Holdings Corp. and Subsidiaries

Consolidated Statements of Cash Flows

Year Ended December 31,

Cash Flows from Operating Activities

Adjustments to Reconcile Net Income to Net Cash Provided by (Used in)

Operating Activities:

Change in fair market value of derivative

Amortization of debt discount and financing fees

(Increase) Decrease in Operating Assets:

Increase (Decrease) in Operating Liabilities:

Income taxes payable

Security deposits payable

Net Cash Provided by (Used in) Operating Activities

Cash Flows from Financing Activities

and 24 more changes in the filing

Notes to the financial statements 71 changes

1 unchanged paragraph

19 unchanged paragraphs

and 71 more changes in the filing

Note 1: DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS 8 changes

1 unchanged paragraph

and 8 more changes in the filing

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 16 changes

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

5 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

and 16 more changes in the filing

Note 3: CONCENTRATIONS OF BUSINESS AND CREDIT RISK 2 changes

and 2 more changes in the filing

Note 4: RELATED PARTY TRANSACTIONS 14 changes

and 14 more changes in the filing

Note 5: COMMITMENTS AND CONTINGENCIES 7 changes

1 unchanged paragraph

and 7 more changes in the filing

Note 6: DEBT 15 changes

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 15 more changes in the filing

Note 6: DEBT (continued) 3 changes

1 unchanged paragraph

4 unchanged paragraphs

and 3 more changes in the filing

Note 7: EQUITY 15 changes

4 unchanged paragraphs

1 unchanged paragraph

5 unchanged paragraphs

and 15 more changes in the filing

Note 7: EQUITY (continued) 12 changes

2 unchanged paragraphs

7 unchanged paragraphs

5 unchanged paragraphs

2 unchanged paragraphs

3 unchanged paragraphs

and 12 more changes in the filing

Note 8: SEGMENTS 2 changes

and 2 more changes in the filing

Note 8: SEGMENTS (continued) 4 changes

11 unchanged paragraphs

3 unchanged paragraphs

and 4 more changes in the filing

Note 9: INCOME TAXES 9 changes

6 unchanged paragraphs

and 9 more changes in the filing

Note 10: SUBSEQUENT EVENTS 116 changes

10 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 116 more changes in the filing

Legal proceedings 12 changes

1 unchanged paragraph

and 12 more changes in the filing

Financial statements 575 changes

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

and 575 more changes in the filing

Exhibits 8 changes

4 unchanged paragraphs

3 unchanged paragraphs

3 unchanged paragraphs

and 8 more changes in the filing

Undertakings 1 change

26 unchanged paragraphs

10 unchanged paragraphs

and 1 more change in the filing