La Rosa Holdings: securities offering (amended)

Cover page 5 changes

As filed with the U.S. Securities and Exchange Commi ssion

Commi ssion on October 12, 2022

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Dated August 3, 2022

Dated October 12 , 2022

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is October 12, 2022.

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Prospectus summary 8 changes

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person-to-person residential and commercial real estate brokerage services to the public, we cross sell ancillary technology-based products and services primarily to our sales agents and the sales agents associated with our franchisees. Our business is organized based on the services we provide internally to our agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, and property management. Our real estate brokerage business operates primarily under the trade name La Rosa Realty, which we own, and, to a lesser extent, under the trade name Better Homes Realty which we license. We have five La Rosa Realty corporate real estate brokerage offices located in Florida, 28 La Rosa Realty franchised real estate brokerage offices in six states in the United States and Puerto Rico. and an international La Rosa Realty franchised office in Peru. Our real estate brokerage offices, both corporate and franchised, are staffed with more than 2,380 licensed real estate brokers and sales associates.

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On June 29, 2022, the Company

On June 29, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $350,000 of which $150,000 was funded on July 1, 2022 that we used for our general corporate purposes. Interest accrues on the principal amount at 2.93% 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 July 29, 2022, the Company

issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $70,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 2.99% 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 August 22, 2022, the Company issued to an unaffiliated private investor an unsecured subordinated promissory note in the principal amount of $250,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 15% per annum with a default interest rate of 18% 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 October 3, 2022, the Company issued to Joseph La Rosa an

unsecured subordinated promissory note in the principal amount of $95,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 3.43% 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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Summary of the offering 20 changes

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Up to a maximum of 1,046,525 shares. See "Selling Stockholders"

Up to a maximum of 981,749 shares. See "Selling Stockholders" for a description of how we calculate the number of shares offered by the Selling Stockholders.

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3,600,065 3,120,000 shares of Common Stock; and

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4,300,065 3,820,000 shares of Common Stock issued and outstanding based on an assumed offering of 700,000 Units (or 4,405,065 3,925,000 shares of Common Stock issued and outstanding if the underwriters exercise their Over-Allotment Option assuming the sale of 700,000 Units at $10.00 per Unit (the midpoint of the price range of the Units offered hereby)); and shares of Series X Super Voting Preferred Stock having 10,000 votes per share, when voting together with the Common Stock, all of which are owned by Mr. La Rosa.

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Our Founder, Chief Executive Officer, President and Chairman, Joseph La Rosa, currently holds 83.3% 96.2% of the outstanding Common Stock of the Company and all 2,000 shares of Series X Super Voting Preferred Stock having 10,000 votes per share when voting together with the Common Stock. Mr. La Rosa will maintain control of the Company after this Offering, including the election of our directors and the approval of any change in control transaction. See the sections titled, "Security Ownership of Certain Beneficial Owners and Management" and "Description of the Securities - Preferred Stock" for additional information.

We estimate that we will receive net proceeds of approximately

We estimate that we will receive net proceeds of approximately $5,440,000 $4,990,000 from our sale of the Units in this Offering, after deducting underwriting discounts and estimated offering expenses payable by us. We intend to use the net proceeds we receive from this Offering for general corporate purposes, which may include financing our growth by acquiring more agents at a faster pace (10%), repayment of all the Company's obligations under the four five unsecured promissory notes issued to Mr. Joseph La Rosa (25%), (19%), developing new services (5%), acquisitions of controlling interest in a number of our franchisees (35%), (20%), the acquisition of other independent real estate brokerages, title insurance agencies, mortgage brokerages and other complementary businesses (10%), general operating expenses (18%) and the purchase and acquisition of proprietary technology (15%). (18%). We will not receive any proceeds from the sale of the Selling Stockholder Shares by the Selling Stockholders, if any, except for the exercise price paid by the Representative upon exercise of the Representative's Warrant. See "Use of Proceeds" for more information.

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Over-Allotment Option;

Representative's Warrants;

(1) The number of shares

The number of shares of Common Stock to be outstanding immediately following this Offering excludes:

● 105,000 shares of Common Stock issuable upon the exercise of the Over-Allotment Option;

● 42,000 shares of Common Stock issuable upon the exercise of the Representative's Warrants;

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Officer that will vest on February 1, 2023 ("Vesting Shares");

● 250,000 shares of Common Stock to be granted upon the closing of this Offering to Mr. Joseph La Rosa, the Company's Chief Executive Officer (the "CEO Shares");

● 2,000 shares of Common Stock issuable to our Chief Technology Officer that will vest on February 1, 2023 ("Vesting Shares");

71,117 shares of Common Stock for the conversion of $516,000 of La Rosa Holdings Corp. convertible loan notes and $53,422 accrued interest to La Rosa Holdings Corp.'s Common Shares at a conversion price of $8.00 per share.

● 1,451,099 705,548 shares of Common Stock to be issued to the owners of real estate brokerage businesses that we intend to acquire immediately prior to the closing of this Offering;

● 94,048 250,000 shares of Common Stock to be granted upon the closing of this Offering to Mr. Mark Gracy, Joseph La Rosa, the Company's Chief Operating Executive Officer (based on an assumed sale of 700,000 Units) ("COO (the "CEO Shares"); and ● 23,331 94,048 shares of Common Stock to be granted upon the closing of this Offering to Mr. Josh Epstein, Mark Gracy, the Company's Chief Strategy Operating Officer (based on an assumed sale of 700,000 Units) ("CSO ("COO Shares").

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no issuance of CSO Shares;

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Summary financial data 6 changes

read 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 six months ended March 31, June 30, 2022, and the balance sheet data as of March 31, June 30, 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 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. Our historical results are not necessarily indicative of the results that should be expected in the future and the results for the three six months ended March 31, June 30, 2022, 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

Periods ended June 30

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Total stockholders' equity (deficit) before non-controlling interest (977,768 (1,428,132 ) 3,818,517 3,212,393 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, accountable expenses of $125,000 and $1,000,000 of estimated offering costs to be paid in cash of which $183,208 was included in deferred offering costs as of March 31, June 30, 2022), in the total amount of $ 1,560,000 , $1,560,000, as if the sale of the Units had occurred on January 1, 2022, (2) the mandatory conversion of the convertible notes and accrued interest in the amount of $521,478, $ 569,422 net of unamortized discount of $34,149 $9,419 and the elimination of the derivative liability of $163,511 $164,888 due to the embedded conversion feature of the convertible notes, and (3) the repayment of $656,268 $450,000 of promissory notes to Mr. Joseph La Rosa, our Chief Executive Officer.

Each $1.00 increase in the assumed

$1.00 increase in the assumed 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 our stockholders' equity, as adjusted, after this Offering by approximately $1.3 $0.7 million, assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 decrease in the assumed 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 our stockholders' equity, as adjusted, after this Offering by approximately $0.0 $0.7 million, assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, 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 $0.7 million. 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 $0.6 $0.7 million.

Risk factors 36 changes

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Fannie Mae, a U.S. government sponsored mortgage loan facilitator, noted that the August 2022 Consumer Price Index showed core prices rising 0.6% over the month to 6.3% on an annual basis. This increase was well above the Federal Reserve System's (the "Fed" ) targeted inflation rate of 2.0%, resulting in the Fed's continuation of its course of raising the short-term federal funds interest rate to a target range of 3.0 to 3.25% at the September 2022 meeting of its Open Market Committee. Fed funds rates impact interest rates on government bonds that have a correlated effect on mortgage interest rates, which, as of September 23, 2022, reached 6.32% for a 30 year fixed rate mortgage as quoted by Fannie Mae. The Wall Street Journal noted that mortgage interest rates have not been this high since October 2008 . The national median mortgage payment was $1,839 in August, up 33% from the start of the year. Higher mortgage interest rates have cooled the recent hot housing market, with total existing-home sales transactions that include single-family homes, townhomes, condominiums and co-ops, contracting by 0.4% from July to a seasonally adjusted annual rate of 4.80 million in August according to NAR. Year-over-year sales have faded by 19.9% (to 5.99 million in August 2021). This slow down of home sales transactions results from many would-be buyers being priced out of homeownership while many homeowners feel stuck in place, since selling would mean taking on a mortgage with a significantly higher interest rate. The decrease in the number of home sales in our market has had an adverse effect on our results of operations in the six months ended June 30 2022 and we expect it will continue to adversely affect our revenues for the rest of 2022 and likely into 2023. Any further increase in the Fed funds rate may push the U.S. economy into a recession which is likely to have a negative effect on our operations, income and financial condition.

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We have a franchisee

located in Peru that recently closed and may franchise other international locations in the future. For the year ended December 31, 2021 and the period ended March 31, June 30, 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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Based on our Common Stock

Stock outstanding as of March 31, October 11, 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% 62.0% 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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Offering, Mr. Joseph La Rosa, assuming that the Selling Stockholders sell all of their shares, no shares are issued under the Company's 2022 Equity Incentive Plan, the directors do not exercise their options, the Representative's Warrant is not exercised, the Over-Allotment Option is not exercised, the Consultant Warrant is not exercised, the CSO, CEO, and Vesting shares are not issued, will control approximately 86.7% 62 % of the voting power of our Common Stock (which includes his right to vote shares of the Series X Super Voting Preferred Stock) with respect to director elections and other matters (or approximately 86.4% 92.6 % of the voting power with respect to director elections if the underwriters exercise in full their option to purchase additional shares of our Common Stock). Subject to any fiduciary duties owed to other stockholders under Nevada law, Mr. La Rosa will be able to control all matters requiring approval by our stockholders, including the election and removal of directors and any proposed merger, acquisition, consolidation or sale of all or substantially all of our assets.

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The initial public offering price will be substantially higher than the net tangible book value of each outstanding share of Common Stock immediately after this Offering. If you purchase common stock as part of the Units in this Offering, you will suffer immediate and substantial dilution. At an 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) with net proceeds to us of $5.4 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses, investors who purchase Units in this Offering will have contributed approximately 100% of the total amount of funding we have received to date, but will only hold less than 1% of the total voting rights (based on the number of shares of Common Stock purchased in the Units). The dilution will be $9.00 $9.01 per share in the net tangible book value of the Common Stock from the assumed initial public offering price. In addition, if shares exercisable or convertible into our Common Stock are exercised and converted, and if options to purchase shares of our Common Stock under our 2022 Equity Incentive Plan are granted and exercised, there could be further dilution. For more information refer to "Dilution".

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of a substantial number of shares of our Common Stock in the public markets, including sales by the Selling Stockholders, could depress the market price of our Common Stock and impair our ability to raise capital through the sale of additional equity securities.

Sales of a substantial

number of shares of our Common Stock in the public markets, including sales by the Selling Stockholders, could depress the market price of our Common Stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our Common Stock would have on the market price of our Common Stock. Based upon the number of shares of Common Stock outstanding as of July 29, 2022, up to 4,300,065 3,820,000 shares of Common Stock (or 4,405,065 3,925,000 shares if the underwriters exercise their Over-Allotment Option) will be eligible for sale in the public market. None of these additional shares are held by directors, executive officers or other affiliates. In addition, we have agreed to issue additional shares 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 in our Common Stock immediately after this Offering if such entities do not own such percentage, in the aggregate, at such time. Moreover, shares of Common Stock that are either subject to employment or other agreements, or reserved for future issuance under our existing equity compensation plan will become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules, the lock-up agreements and Rule 144 and Rule 701 under the Securities Act. If these additional shares of Common Stock are sold, or if it is perceived that they will be sold, in the public market, the trading price of our Common Stock could decline.

Moreover, shares of Common Stock that are either subject to employment or other agreements, or reserved for future issuance under our existing equity compensation plan will become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules, the lock-up agreements and Rule 144 and Rule 701 under the Securities Act. If these additional shares of Common Stock are sold, or if it is perceived that they will be sold, in the public market, the trading price of our Common Stock could decline.

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We have signed purchase

agreements with six of our franchisees to acquire a majority or a one hundred percent interest in their real estate brokerage businesses immediately after the closing of this Offering on terms as follows:

Horeb Kissimmee Realty LLC

La Rosa Realty Lake Nona, Inc.

La Rosa Realty North Florida, LLC

Jacksonville, Florida

La Rosa Realty The Elite LLC

Wesley Chapel, Florida

La Rosa Realty Lakeland LLC

La Rosa CW Properties LLC

(1) The stock consideration

will be paid in unregistered, "restricted" shares of Company Common Stock valued at the initial public offering price.

of the above franchisees have signed: (i) a Leak Out Agreement pursuant to which the sellers have agreed not to sell the shares of Common Stock received in the buyout transaction until the 181 st day after the closing date of this Offering, and for the period ending one year from that date, to sell only one-twelfth of the shares received per calendar month, subject to applicable securities laws as such shares are "restricted securities" under the Securities Act; (ii) a Proxy Agreement which grants to Mr. Joseph La Rosa or his successor, in his capacity as the CEO, the seller's irrevocable proxy to vote all of the shares of Common Stock received by the sellers in the acquisition transaction; and (iii) an employment agreement to serve as the president of such company commencing immediately after the closing of the acquisition, reporting to Mr. Joseph La Rosa, with a salary that can be adjusted if that company's net profitability changes by more than 5% in any one month. The sellers have agreed to certain confidentiality, work product, non-competition, non-solicitation and non-disparagement terms.

This expected use of

the net proceeds from this Offering represents our intentions based upon our current plans and prevailing business conditions, which could change in the future as such plans and conditions evolve. Predicting the costs to engage more agents, develop new services, and make acquisitions can be difficult, and the amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our expansion, any agreements that we may enter into with third parties, and any unforeseen cash needs. As a result, we will retain broad discretion over the allocation of the net proceeds from this Offering and the actual use of the net proceeds could vary substantially from the estimated uses set forth above.

Pending the uses described

above, we intend to invest the net proceeds of this Offering in short-term, interest-bearing, investment-grade securities such as money market funds, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government. We cannot predict whether the proceeds will yield a favorable return.

Based on our current

plans, we believe that our existing cash, together with the anticipated net proceeds from this Offering, will enable us to fund our operating expenses and capital expenditure requirements through 2023.

$1.00 increase in the assumed initial public offering price of $10.00 per Unit would increase the net proceeds to us from this Offering by $1.3 million, assuming the number of Units offered by us, as indicated on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 decrease in the assumed initial public offering price of $10.00 per Unit would decrease the net proceeds to us from this Offering by $0.0 $0.6 million, assuming the number of Units offered by us, as indicated on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

A $1.00 decrease in the assumed initial public offering price of $10.00 per Unit would decrease the net proceeds to us from this Offering by $0.6 million, assuming the number of Units offered by us, as indicated on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the

intend to use the net proceeds we receive from this Offering for general corporate purposes, which may include financing our growth by engaging acquiring more agents at a faster pace (10%), repayment of all of the Company's obligations under the four five unsecured promissory notes issued to Mr. Joseph La Rosa (10%), (19%), developing new services (10%), funding capital expenditures (15%), (5%), acquisitions of a controlling interest in a number of our franchisees (10%), (20%), the acquisition of other independent real estate brokerages, title insurance agencies, mortgage brokers brokerages and other complementary businesses (25%), (10%), general operating expenses (18%) and the purchase and acquisition of proprietary technology (20%). (18%).

The loans made to the Company

by Mr. Joseph La Rosa that are intended to be paid with a portion of the net proceeds have the following characteristics:

Capitalization 13 changes

As of March 31, 2022

The following table sets forth our cash and our capitalization as of March 31, 2022: on an actual basis;

on a pro forma basis, to reflect (1) the mandatory conversions of convertible notes and accrued interest in the amount of $521,478, $555,682, net of unamortized discount and deferred financing fees of $34,149 $9,149 and the elimination of the derivative liability of $163,511 $164,888 due to the embedded conversion feature of the convertible notes 69,453 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);

on a pro forma as adjusted basis to give effect to (1) our assumed sale of 700,000 Units in this Offering at an 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) after deducting underwriting discounts and commissions and estimated offering expenses payable by us and the application of the net proceeds as described under "Use of Proceeds" and not reflecting the exercise of the underwriters' Over-Allotment Option or the exercise of the Warrants that are part of the Units, and (2) the repayment of $656,268 $450,000 of promissory notes due to Mr. Joseph La Rosa, our Chief Executive Officer.

The following information

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.

Convertible debt and accrued interest net of discounts of $34,149 $9,149

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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, 3,120,000 shares issued and outstanding, actual; 3,189,453 shares issued and outstanding, pro forma, and 4,689,453 3,889,453 shares pro forma as adjusted - - - Additional paid-in capital 1,145 1,864 7,304 1,866 7,306 Accumulated deficit (2,123 (2,573 ) (2,158 (2,608 ) (2,158 (2,608 ) Total stockholders' equity (deficit) (978 (1,428 ) (294 (772 ) 5,147 4,698 Total capitalization $ 244 $ (292 ) $ 5,147 4,698 The table above and discussion above assumes no exercise of the Warrants offered and sold in this Offering as part of the Units.

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94,048 shares of Common Stock to be granted upon the closing of this Offering to Mr. Mark Gracy, the Company's Chief Operating Officer (based on an assumed sale of 700,000 Units) ("COO Shares"); and ● 23,331 shares of Common Stock to be granted upon the closing of this Offering to Mr. Josh Epstein, the Company's Chief Strategy Officer (based on an assumed sale of 700,000 Units) ("CSO Shares").

Each $1.00 increase in the

1,451,099 705,548 shares of Common Stock to be issued to the owners of real estate brokerage businesses that we intend to acquire immediately prior to the closing of this Offering;

250,000 shares of Common Stock to be granted upon the closing of this Offering to Mr. Joseph La Rosa, the Company's Chief Executive Officer ("CEO Shares");

Offering to Mr. Joseph La Rosa, the Company's Chief Executive Officer ("CEO Shares"); and ● 94,048 shares of Common Stock to be granted upon the closing of this Offering to Mr. Mark Gracy, the Company's Chief Operating Officer (based on an assumed sale of 700,000 Units) ("COO Shares") Each $1.00 increase 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 $1.3 $1.9 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 $0.0 $0.6 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 $0.7 $1.3 million. 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 $0.6 $1.2 million.

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Dilution 12 changes

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book value (deficit) as of March 31, June 30, 2022, was ($2,306,472) ($1,428,132) or ($0.74) ($0.46) per share of Common Stock, based on 3,120,000 shares of our Common to (1) our sale of 700,000 shares of our Common Stock by us in this Unit Offering at an assumed initial public offering price of $10.00 per share (the midpoint of the price range set forth on the cover page of this prospectus), 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 $521,477, net of unamortized discount of $34,149 and the elimination of the derivative liability of $163,511 due to the embedded conversion feature of the convertible notes, our pro forma as adjusted net tangible book value as of March 31, June 30, 2022, would be $3,818,517, $4,205,544 or $1.00 $1.10 per share. This represents an immediate increase in the pro forma as adjusted net tangible book value of $1.74 $1.50 per share to existing stockholders and an immediate dilution of $9.00 $8.50 per share to investors purchasing shares in this Offering.

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Historical net tangible book value per share as of March 31, June 30, 2022 (0.74 (0. 77 ) Increase in net tangible book value per share attributable to new investors $ 1.74 1.76 Pro forma as adjusted net tangible book value per share after the Offering $ 1.00 0.99 Dilution per share to new investors $ 9.00 9.01 (1) The per share dilution calculation excludes the following:

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

● 2,000 shares of Common Stock issuable to our Chief Technology

Officer that will vest on February 1, 2023 ("Vesting Shares");

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

● 250,000 shares of Common Stock to be granted upon the closing of this Offering to Mr. Joseph La Rosa, the Company's Chief Executive Officer (based on an assumed sale of 200,000 Units) ("CEO Shares");

● 94,048 shares of Common Stock to be granted upon the closing of this Offering to Mr. Mark Gracy, the Company's Chief Operating Officer (based on an assumed sale of 700,000 Units) ("COO Shares"); and ● 23,331 shares of Common Stock to be granted upon the closing of this Offering to Mr. Josh Epstein, the Company's Chief Strategy Officer (based on an assumed sale of 700,000 Units) ("CSO Shares").

● 20,000 shares of Common Stock issuable upon the exercise of the warrants granted to Exchange Listing, LLC, a consultant to the Company (the "Consultant Warrants"); and ● 705,552 shares of Common Stock to be issued to the owners of real estate brokerage businesses that we intend to acquire immediately prior to the closing of this Offering.

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The following table shows,

If the underwriters exercise their option in full, the pro forma as adjusted net tangible book value per share as of March 31, June 30, 2022, after giving effect to this Offering would be $1.22 $1.21 per share, and the dilution in net tangible book value per share to investors in this Offering would be $8.78 $8.79 per share.

The following table shows, as of March 31, June 30, 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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Dividend policy 1 change

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of July 29, Octo ber 11, 2022, 4,005,065 3,120,000 shares of Common Stock are issued and outstanding and held by 128 three stockholders of record.

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MD&A 107 changes

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

In addition to providing person-to-person

person-to-person residential and commercial real estate brokerage services to the public, we cross sell ancillary technology-based products and services primarily to our sales agents and the sales agents associated with our franchisees. Our business is organized based on the services we provide internally to our agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, and property management. Our real estate brokerage business operates primarily under the trade name La Rosa Realty, which we own, and, to a lesser extent, under the trade name Better Homes Realty which we license. We have five La Rosa Realty corporate real estate brokerage offices located in Florida, 28 La Rosa Realty franchised real estate brokerage offices in six states in the United States and Puerto Rico. and an international La Rosa Realty franchised office in Peru. Our real estate brokerage offices, both corporate and franchised, are staffed with more than 2,380 licensed real estate brokers and sales associates.

La Rosa Holdings Corp. was organized in June 2021 by its founder,

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 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,

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;

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 4,620,000 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.

Prior to and through the date of the Exchange Transactions, Mr. La

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, June 30, 2022 and March 31, 2021 have been presented on a consolidated basis.

Historical results are not

are not necessarily indicative of results we expect in future periods, and results of interim periods are not necessarily indicative of results for the entire year. The data presented should be read in conjunction with, and are qualified in their entirety by reference to, "Risk Factors", "Special Note Regarding Forward-Looking Statements", and our consolidated financial statements and the notes thereto included elsewhere in this prospectus. The Risk Factors and Special Note Regarding Forward-Looking Statements describes the circumstances that management believes could impact market conditions, future earnings, and cash flows.

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inventory and low interest rates created a strong sellers' market leading to escalating home sale prices during 2021. Home prices are predicted to continue to climb through the remainder of 2022 as the demand for housing continues to be stronger than usual but is moderating somewhat. Rising mortgage rates are expected to negatively impact existing home sales over the remainder of the year. The Pending Home Sales Index (www.nar.realtor/pending-home-sales), a forward-looking indicator of national home sales based on contract signings, slid 3.9% in April, with year-over-year, transactions falling 9.1%.

While transactions per agent may decrease, we expect to see a proportional increase in agent count which could assist the Company to capitalize on growth and expansion goals.

We have increased training

We continue to evaluate

inventory and low interest rates created a strong sellers' market leading to escalating home sale prices during 2021. Home prices continued to climb through the remainder of 2022 as the demand for housing continued to be stronger than usual. Rising mortgage rates have begun to negatively impact existing home sales. In 2022, the 30 year fixed mortgage rate doubled from 2021. Housing starts declined as a result of the rising mortgage interest rates and affordability fell for the average home owner. Despite mortgage rate increases according to data from Florida Realtors, the statewide median sale price for single-family homes in April was $420,000, up 21.8% from the prior year. While real estate appreciation has slowed nationally, real estate appreciation in Florida remains among the highest rates in the country. The most recent quarter's appreciation rates in Florida were 5.54% which amounts to an annual appreciation rate of 24.09%. As of June 30, 2022, the typical value of homes in Florida is $397,280 according to the Zillow Home Value Index. This value is seasonally adjusted and only includes the middle price tier of homes. Florida home values have grown by 34.3% over the last twelve months and 54.5% over the last twenty-four months.

As the economy moves to a

to a more normalized housing market and potentially into a buyers' market with six months or more of active inventory for sale, we could experience a decrease in transaction volume. As of May 2022 homes sold in Florida fell 9.16% while the number of homes for sale decreased 8.7%. As we have during similar historical market environments, we expect to experience a substantial agent migration to our 100% commission model as agents look to maximize revenue and cut their expenses. While transactions per agent may decrease, we expect to see a proportional increase in agent count which could assist the Company to capitalize on growth and expansion goals.

We have expanded training

and education specific to this trending market shift to better prepare existing and incoming agents to maximize their revenue in the anticipated near term market. Additionally, the Company's property management segment could experience growth as rental rates and percentages increase due to the homeownership affordability challenges in the market. We have also automated and systematized many of our transactional and educational processes with the development of our own proprietary software suite in anticipation of the agent growth and training needs.

We continue to evaluate opportunities to drive our near-term and long-term growth. We are currently in the process of developing and deploying our own proprietary technology which will further decrease our overall expenses as we eliminate the need for outside technology services.

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The Company provides

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

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Three months ended March 31, 2022 compared

to the three months ended March 31, 2021

Six months ended June 30, 2022 compared to the six months

Our unaudited statements of operations for the three six months ended June

ended March 31, 30, 2022 and 2021 as discussed herein are presented below.

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Income from operations

Income (loss) from operations

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Shares used in computing net income per share attributable to Common Stockholders, basic 3,106,667 3,113,370 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.

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Shares used in computing net income per share attributable to Common Stockholders, basic 3,000,000 3,000,000 Revenue - Periods ended March 31, June 30, 2022 and 2021 Revenues totaled $14.1 million and $6.4 $14.1 million for the three six months ended March 31, June 30, 2022 and 2021, respectively. The following table details our revenue by operating segment:

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Total Revenue increased $0.2 million (3%) in

Total Revenue decreased $0.1 million (0.6%) in the period ending June

the period ending March 31, 30, 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 decrease in residential brokerage services and franchising revenue was primarily attributable to a rise in interest rates which decreased transaction volume. Franchising revenue increased due to an increase in transaction volume from the comparative period due to otherwise improved market conditions.

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Revenues totalled $29 million

Revenues totaled $29 million

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ended March 31, 2022 and 2021

Cost of Sales totalled

Cost of revenue for the three six months ended

June 30, 2022 and 2021

$5.7 Cost of Sales totaled $12.4 million and $5.5 $12.3 million for the three six months ended March 31, June 30, 2022 and 2021, respectively. The following table details our major categories of expenses:

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real estate brokerage services increased $0.2 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.

Costs related to residential real estate brokerage services decreased

$0.1 million (0.6%) from $8.5 million in the period ending June 30, 2021 to $8.4 million in the period ending June 30, 2022 due to related decrease in revenue. Costs related to property management had an increase over the prior period of $0.2 million (5.7%) due to increase in volume. The Company does not have significant costs related to its franchising and commercial real estate segments.

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for the three months ended March 31, 2022 and 2021

Selling, general and administrative

Selling, general and administrative expenses for the six

months ended June 30, 2022 and 2021

Selling, general and administrative expenses totalled $1.1 $2.0 million and $0.8 $1.0 million for the three six months ended March 31, June 30, 2022 and 2021, respectively. The following table summarizes the changes in our selling, general and administrative expenses:

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Payroll and benefits increased

increased primarily due to new management hires, 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.

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for the three months ended March 31, 2022 and 2021

Other (expense) was $109 thousand

March 31, 2022 and 2021

Net loss for the period ended

Income (loss) from operations for the six

months ended March 31, June 30, 2022 and 2021

Loss from operations was $185 $644 thousand for the three six months ended June

ended March 31, 30, 2022, as compared to Income from operations of $145 $327 thousand for the three six months ended March 31, June 30, 2021, primarily due to increased costs related to the Offering and the reduction in gross profit discussed above.

Income from operations for the years ended

ended December 31, 2021 and 2020

Income from operations was

was $63 thousand for the years ended December 31, 2021, as compared to $128 thousand for the year ended December 31, 2020.

Other income (expense) for the three six months

ended June 30, 2022 and 2021

Other income was $24 thousand

for the three six months ended March 31, June 30, 2022, as compared to income of $59 $62 thousand in the comparative period of 2021. The increase in cost was due to costs related to the convertible debt issued in the fourth quarter of 2021, namely, amortization of finance fees, fair market value adjustments of the derivative liability related to the convertible notes, and interest expense on the convertible notes. These additional costs were partially offset by an increase in the forgiveness of debt of $149 thousand for the six months ended June 30, 2022 as compared to $60 thousand in the comparative period in 2021.

Other income (expense) for the years ended

ended December 31, 2021 and 2020

Other income (expense) was $35 thousand for the year ended December

$35 thousand for the year ended December 31, 2021, as compared to $7 thousand for the year ended December 31, 2020. The decrease is primarily the result of debt forgiveness of $271 thousand and a favorable change in the fair market value of derivatives of $32 thousand offset by an increase interest of $23 thousand from additional debt incurred during the year, $95 thousand of amortization of debt discounts and our corporate tax provision of $150 thousand in 2021. Other income from 2020 included $5 thousand of interest net of $12 thousand in other income.

Net loss for the three six months ended June 30,

March 31, Net loss for the period ended June 30, 2022 was $293 $622 thousand, as compared to $204 net income of $389 thousand for the comparative period in 2021.

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As a result of the foregoing,

foregoing, net income was $98 thousand for the year ended December 31, 2021, as compared to $134 thousand for the year ended December 31, 2020.

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On March 31, June 30, 2022, and December 31, 2021, we had cash of $0.22 $0.04 million and a cash balance of $0.53 million, respectively, available to fund our ongoing business activities. Additional information concerning our financial condition and results of operations is provided in the financial statements presented in this prospectus.

This Offering is expected to generate net proceeds of approximately

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and 27 more changes in the filing

Unaudited pro forma financial statements 43 changes

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the Company and CW entered into a Membership Interest Purchase Agreement, whereby we agreed to acquire 100% of the membership interests in CW in exchange for $100,000 and $2,300,000 in shares of our Common Stock. The number of shares to be issued will be equal to the quotient of $2,300,000 divided by the initial public offering price of the Units in the underwritten initial public offering.

On January 7, 2022, the Company

and CW entered into a Membership Interest Purchase Agreement, which was amended on September 15, 2022, whereby we agreed to acquire 100% of the membership interests in CW in exchange for $50,000 and $1,150,000 in shares of our Common Stock. The number of shares to be issued will be equal to the quotient of $1,150,000 divided by the initial public offering price of the Units in the underwritten initial public offering. The closing of the CW acquisition is expected to occur within five days after the closing of this Offering North Florida Acquisition On January 11, 2022, the Company and North Florida entered into a Membership Interest Purchase Agreement, which was amended on September 15, 2022, whereby we agreed to acquire 100% of the membership interests in North Florida in exchange for $300,000 and $1,528,107 $614,053.50 in shares of our Common Stock. The number of shares to be issued will be equal to the quotient of $1,528,107 $614,053.50 divided by the initial public offering price of the Units in the underwritten initial public offering. The closing of the North Florida acquisition is expected to occur within five days after the closing of this offering.

The closing of the Elite North Florida acquisition is expected to occur within five days after the closing of this Offering.

On January 5, 2022, the Company

the Company and Elite entered into a Membership Interest Purchase Agreement, which was amended on September 15, 2022, whereby we agreed to acquire 51% of the membership interests in Elite in exchange for $1,237,969 $50,000 and $568,984.50 in shares of our Common Stock. The number of shares to be issued will be equal to the quotient of $1,237,969 $568,984.50 divided by the initial public offering price of the Units in the underwritten initial public offering. The closing of the Elite acquisition is expected to occur within five days after the closing of this Offering.

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On January 31, 2022, the Company

the Company and Kissimmee entered into a Membership Interest Purchase Agreement, which was amended on September 15, 2022, whereby we agreed to acquire 51% of the membership interests in Kissimmee in exchange for $1,200,000 $500,000 and $4,936,267 $2,568,133.50 in shares of our Common Stock. The number of shares to be issued will be equal to the quotient of $4,936,267 $2,568,133.50 divided by the initial public offering price of the Units in the underwritten initial public offering. The closing of the Kissimmee acquisition is expected to occur within five days after the closing of this Offering.

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On January 10, 2022, the Company

the Company and Lake Nona entered into a Membership Interest Purchase Agreement, which was amended on September 15, 2022, whereby we agreed to acquire 51% of the membership interests in Lake Nona in exchange for $3,349,987 $50,000 and $1,624,993.50 in shares of our Common Stock. The number of shares issued will be equal to the quotient of $3,349,987 $1,624,993.50 divided by the initial public offering price of the Units in the underwritten initial public offering. The closing of the Lake Nona acquisition is expected to occur within five days after the closing of this Offering.

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On January 6, 2022, the Company

the Company and Lakeland entered into a Membership Interest Purchase Agreement, which was amended on September 15, 2022, whereby we agreed to acquire 51% of the membership interests in Lakeland in exchange for $1,158,645 $50,000 and $529,322.50 in shares of our Common Stock. The number of shares issued will be equal to the quotient of $1,158,645 $529,322.50 divided by the initial public offering price of the Units in the underwritten initial public offering. The closing of the Lakeland acquisition is expected to occur within five days after the closing of this Offering.

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The unaudited pro forma condensed combined balance sheet as of March

The following unaudited pro

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 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.

31, forma condensed combined balance sheet as of June 30, 2022 gives effect to the Transactions as if they have occurred on March 31, June 30, 2022. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2021 gives effect to the Transactions as if they occurred on January 1, 2021. The unaudited pro forma condensed combined statements of operations for the three six months ended March 31, June 30, 2022 gives effect to the Transactions as if they occurred on January 1, 2021. The historical information for the unaudited pro forma condensed combined balance sheet as of March 31, 2022 is based on the unaudited interim consolidated balance sheet of La Rosa Holdings Corp and the interim unaudited balance sheets of CW, North Florida, Elite, Kissimmee, Lake Nona and Lakeland. The historical information for the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2021 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 Lakeland for the year ended December 31, 2021. The historical information for the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2022 is based on La Rosa Holdings Corp's unaudited interim consolidated financial statements and the unaudited interim financial statements of CW, North Florida, Elite, Kissimmee, Lake Nona and Lakeland for the three months ended March 31, 2022.

The historical information for the unaudited pro forma condensed combined balance sheet as of June 30, 2022 is based on the unaudited interim consolidated balance sheet of La Rosa Holdings Corp and the interim unaudited balance sheets of CW, North Florida, Elite, Kissimmee, Lake Nona and Lakeland. The historical information for the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2021 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 Lakeland for the year ended December 31, 2021. The historical information for the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 is based on La Rosa Holdings Corp's unaudited interim consolidated financial statements and the unaudited interim financial statements of CW, North Florida, Elite, Kissimmee, Lake Nona and Lakeland for the six months ended June 30, 2022.

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La Rosa Holdings Corp.'s unaudited consolidated financial statements as of and for the three six months ended March 31, June 30, 2022 and 2021;

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CW's historical unaudited financial statements as of and for the three six months ended March 31, June 30, 2022 and 2021;

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North Florida's historical unaudited financial statements as of and for the three six months ended March 31, June 30, 2022 and 2021;

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Elite's historical unaudited financial statements as of and for the three six months ended March 31, June 30, 2022 and 2021;

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Kissimmee's historical unaudited financial statements as of and for the three six months ended March 31, June 30, 2022 and 2021;

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Lake Nona's historical unaudited financial statements as of and for the three six months ended March 31, 30, 2022 and 2021;

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Lakeland's historical unaudited financial statements as of and for the three six months ended March 31, June 30, 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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As of March 31, 2022

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See accompanying Notes to the Unaudited Pro

Pro Forma Condensed Combined Financial Information

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For the three months ended March 31,

For the six months ended June 30, 2022

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Net Income Attributable to La Rosa Holdings Corp.

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The unaudited pro forma

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 Lakeland. The unaudited pro forma condensed combined financial information is presented as if the Transactions had been completed on January 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2021 and three six months ended March 31, June 30, 2022 and on March 31, June 30, 2022 with respect to the unaudited pro forma condensed combined balance sheet.

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Condensed Combined Balance Sheet as of March 31, 2022.

Note 2. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022.

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a Reflects the expected proceeds of the La Rosa Holdings

Reflects the expected proceeds of the La Rosa Holdings Corp. initial public offering transaction. The adjustment is comprised of the net proceeds from the issuance of 700,000 Units of La Rosa Holdings Corp. at the assumed offering price $10 per Unit. The Company estimates that, in addition to underwriting fees of $460,000, the Company will incur a total of $6.5 million of direct offering related costs, of which $1.6 million is expected to be paid in cash and will be reflected as a reduction of the Offering proceeds and $4.9 million is expected to be paid to consultants in the form of equity (see footnote g, below). The Company had already incurred as deferred offering costs $0.2 million and $1.1 million of cash and non-cash offering costs, respectively, as of March 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 1,451,099 shares of La Rosa Holdings Corp.'s Common Stock with an aggregate value of $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. June 30, 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 $1,000,000 of cash and the issuance of 705,552 shares of La Rosa Holdings Corp.'s Common Stock with an aggregate value of $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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Reflects conversion of $516,000 of La Rosa Holdings Corp. convertible loan notes and $53,422 accrued interest to La Rosa Holdings Corp.'s Common Shares at a conversion price of $8.00 per share.

Reflects conversion of $516,000 of La Rosa Holdings Corp. convertible loan notes and $39,627 accrued interest to La Rosa Holdings Corp.'s Common Shares at a conversion price of $8.00 per share. Also, reflects the elimination of a debt discount of $34,149 and a $163,511 derivative liability due to the embedded conversion feature of the convertible notes. Interest continued to accrue on the convertible notes through the date of the conversion which is expected to be immediately prior to the initial public offering, increasing the aggregate notes payable obligation for which La Rosa Holdings Corp.'s Common Shares will be exchanged.

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Reflects the repayment of $656,268 $450,000 of promissory notes issued to Mr. Joseph La Rosa, the Company's Chief Executive Officer.

Note 3. Adjustments to the Unaudited Pro Forma Condensed Combined

Combined Statements of Operations for the three six months ended March 31, June 30, 2022.

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Business 6 changes

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person-to-person residential and commercial real estate brokerage services to the public, we cross sell ancillary technology-based products and services primarily to our sales agents and the sales agents associated with our franchisees. Our business is organized based on the services we provide internally to our agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, and property management. Our real estate brokerage business operates primarily under the trade name La Rosa Realty, which we own, and, to a lesser extent, under the trade name Better Homes Realty which we license. We have five La Rosa Realty corporate real estate brokerage offices located in Florida, 28 La Rosa Realty franchised real estate brokerage offices in six states in the United States and Puerto Rico. and an international La Rosa Realty franchised office in Peru. Our real estate brokerage offices, both corporate and franchised, are staffed with more than 2,380 licensed real estate brokers and sales associates.

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of this Offering, we will be a "controlled company" as defined under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La Rosa, will control approximately [*]% 62% of the voting power of our Common Stock and will have 20,000,000 votes from the Series X Super Voting Preferred Stock that votes with the Common Stock with respect to director elections and other matters (or approximately [*]% 61.5% of the voting power with respect to director elections if the underwriters exercise in full their option to purchase additional shares of our Common Stock). Please read "Management - Our Controlled Company Status."

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

The full U.S. housing stock gained about $6.9trillion $6.9 trillion 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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is in the United States. We have five La Rosa Realty corporate-owned real estate brokerage offices located in Florida, and 28 La Rosa Realty franchised real estate brokerage offices in six states in the United States and one office in Puerto Rico. and an international La Rosa Realty franchised office Peru.

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Census Bureau stated were 1.60 million, a 15.6% gain over the 1.38 million total from 2020. Single-family starts in 2021 totalled 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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Management 3 changes

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President, Chief Executive Officer, and Chairman of the board of directors (Principal Executive Officer) (Principal Financial and Accounting) 2021 Mark Gracy Chief Operating Officer - Douglas L. Hein Chief Financial Officer (1) - 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 (1) On July 16, 2022, Mr. Hein succeeded Mr. Brad Wolfe who served from February 14, 2022 to June 15, 2022 when he voluntarily resigned from his position as the Company's Chief 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 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 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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Executive and director compensation 6 changes

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

Outstanding Equity Awards as of March June 30, 2022 and 2021

There were no outstanding equity awards held by our NEOs as of June

30, 2022 and as of June 30, 2021.

11 unchanged paragraphs

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 700,000 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.

52 unchanged paragraphs

date that the Common Stock is listed for trading on the Nasdaq Capital Market, Each non-employee director will receive receives an annual retainer of $12,000 per quarter in cash compensation, as well as a one- time-grant of 10,000 fully vested stock options with an exercise price equal to the initial public offering price of the Common Stock offered hereby. The options shall vest equally over the course of twelve months with the first tranche of options vesting thirty days after the effective date of the registration statement of which this prospectus is a part. In addition, we will pay the Audit Committee chairman a quarterly cash fee of $3,750 and will pay the chairman of the Nominating and Corporate Governance Committee and of the Compensation Committee a quarterly cash fee of $3,000 for each quarter they serve in such position.

4 unchanged paragraphs

Transactions with related persons 4 changes

20 unchanged paragraphs

the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $350,000 of which $150,000 was funded on July 1, 2022 that we used for our general corporate purposes. Interest accrues on the principal amount at 2.93% 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 June July 29, 2022, the Company

issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $70,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 2.99% 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.

3, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $95,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 3.43% 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.

Principal stockholders 10 changes

Beneficial ownership of

To the best of our knowledge,

except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

following table sets forth certain information, as of July 29, Octo ber 11, 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, (iii) each executive officer, and (iv) all of our current directors and executive officers as a group.

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 [*] 3,120,000 shares of Common Stock issued and outstanding July 29, October 11, 2022 and 4,620,000 4,841,087 shares of Common Stock after the Offering assuming an offering of 700,000 Units that would consist of 700,000 shares of Common Stock (excluding 105,000 shares which may be sold upon exercise of the underwriters' Over-Allotment Option, 42,000 shares of Common Stock issuable upon the exercise of Representative Warrants, 20,000 shares of Common Stock issuable upon the exercise of Consultant Warrants, 1,451,099 705,548 shares of Common Stock to be issued to the owners of the real estate brokerage businesses that we intend to acquire immediately prior to the closing of this Offering, the issuance of the 2,000 Vesting Shares, and the Selling Stockholder Shares), plus, for each individual, any securities that individual has the right to acquire within 60 days of July 29, 2022. October except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

5 unchanged paragraphs

(Chief Strategy Officer)

3 unchanged paragraphs

(3) Based on 6,523,003

principal address of the executive officers, directors and 5% stockholders of the Company is c/o 1420 Celebration Boulevard, Suite 200, (2) Based on 3,600,065 3,120,000 shares of Common Stock issued and outstanding and all shares of Common Stock the beneficial owner has the right to acquire within the proceeding preceding 60 days.

(3) Based on 4,841,087 shares

shares of Common Stock issued and outstanding upon the closing of this Offering (excluding shares of Common Stock issuable upon the exercise the Over-Allotment Option and the exercise of the Representative's Warrant, the exercise of the Consultant Warrants, the issuance of the Vesting Shares and the Selling Stockholder Shares) and all shares of Common Stock the beneficial owner has the right to acquire within the proceeding 60 days.

4 unchanged paragraphs

Selling stockholders 86 changes

1 unchanged paragraph

prospectus covers the possible resale by the Selling Stockholders identified in the table below of up to 1,056,525 1,048,499 shares of our Common Stock. The Selling Stockholder Shares include: (i) 1,004,525 1,006,499 shares of Common Stock issued to 126 Selling Stockholders; and (ii) 42,000 shares of Common Stock issuable upon exercise of the Representative's Warrant, at an assumed exercise price of $11.00 per share. Certain Selling Stockholders acquired the Selling Stockholder Shares pursuant to a private placement of securities.

5 unchanged paragraphs

regarding the Selling Stockholders and the Selling Stockholder Shares that each may offer and sell from time to time under this prospectus.

Notwithstanding the foregoing, the Representative's Warrant is not, pursuant to the rules of the Financial Industry Regulatory Authority ("FINRA"), exercisable for a period of 180 days after the commencement of the sale of the Units in this Offering. As a result, the below table assumes that the Representative's Warrant is not immediately exercisable or exercisable within 60 days after July 29, 2022 for purposes of determining the beneficial ownership before the Offering. The percentage of shares beneficially owned before and after the Offering is based on 3,600,065 shares of our Common Stock issued and outstanding on July 29, 2022, and 6,523,003 shares to be issued and outstanding after the Offering, including:

23,331 shares of Common Stock issuable upon the closing of this

Offering to Mr. Josh Epstein, the Company's Chief Strategy Officer; and the issuance by us of 700,000 shares of Common Stock in this Offering.

The following table presents information

information regarding the Selling Stockholders and the Selling Stockholder Shares that each may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by the Selling Stockholders, and reflects their respective holdings as of July [*], October 11, 2022, unless otherwise noted in the footnotes to the table. Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after the date of this table. To our knowledge and subject to applicable community property rules, the persons and entities named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned. Notwithstanding the foregoing, the Representative's Warrant is not, pursuant to the rules of the Financial Industry Regulatory Authority ("FINRA"), exercisable for a period of 180 days after the commencement of the sale of the Units in this Offering. As a result, the below table assumes that the Representative's Warrant is not immediately exercisable or exercisable within 60 days after October 11, 2022 for purposes of determining the beneficial ownership before the Offering. The percentage of shares beneficially owned before and after the Offering is based on 3,120,000 shares of our Common Stock issued and outstanding on October 11, 2022, and 5, 042,773 shares to be issued and outstanding after the Offering, including:

● 42,000 shares of Common

42,000 shares of Common Stock issuable upon the exercise of the Representative's Warrants;

● 20,000 shares of Common

20,000 shares of Common Stock issuable upon the exercise of the warrants granted to Exchange Listing, LLC, a consultant to the Company;

● 40,000 shares of Common

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

● 705,548 shares of Common Stock to be issued to the

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

● 250,000 shares of Common

250,000 shares of Common Stock issuable upon the closing of this Offering to Mr. Joseph La Rosa, the Company's Chief Executive Officer;

● 71,777 shares of Common

Stock issuable for the conversion of $516,000 of La Rosa Holdings Corp. convertible loan notes and $53,422 accrued interest to La Rosa Holdings Corp.'s Common Shares at a conversion price of $8.00 per share;

shares o f Common Stock underlying the stock options to be granted upon the closing of this Offering to Mr. Mark Gracy, the Company's Chief Operating Officer (based on an assumed sale of 700,000 Units); and ● the issuance by us of 700,000 shares of Common Stock in this Offering.

5 unchanged paragraphs

Moire Christine (5) Mckibbin (5)

42 unchanged paragraphs

Rodney and Jennifer Bosley (13)

1 unchanged paragraph

Sonia Fuentes Blanco (15)

Reyex Consulting LLC (18)

Sonia Fuentes Blano (15)

5 unchanged paragraphs

total shares outstanding after the Offering.

(1) The trustee of CGB-TRUST-1001-01-13-22

(3) Represents all 200,000 shares of Common

Stock issuable to Exchange Listing, LLC, a consultant to the Company for services rendered and to be rendered. Exchange Listing, LLC is controlled by Peter Goldstein, its Chief Executive Officer, who has sole voting and dispositive power over such shares.

(6) Represents shares issued for services

(7) Represents shares issued for services

(8) Represents shares issued for services

(9) Capital Pro LLC acquired these shares

(10) Mr. Hebra acquired these shares upon

(11) Ms. Tattrie acquired these shares upon

(12) Ms. Jacome acquired these shares upon

(13) Mr. Bosley and Ms. Bosley acquired these

(14) ROI Funding LLC acquired these shares

(15) Ms. Fuentes Blanco acquired these shares

(16) Mr. Ocasio acquired these shares upon

(17) Mr. Colon acquired these shares upon

(19) Mr. Kerns acquired these shares upon

(20) Ms. Abdelmajid acquired these shares

(21) Mr. Morales acquired these shares upon

(22) Mr. Correa acquired these shares upon

(23) Ms. Lemieux acquired these shares upon

(24) Mr. Awad acquired these shares upon conversion

(25) Mr. Vasquez acquired these shares upon

(26) Ms. Mendez acquired these shares upon

(28) Mr. Cruz acquired these shares upon conversion

(29) Mr. Lopez acquired these shares upon

*Represents ownership of less than 1.0% of the total shares outstanding after the Offering.

of CGB-TRUST-1001-01-13-22 is Carlos G. Bonilla who has sole voting and dispositive power over the trust. Does not include additional shares of Common Stock to be issued to the trust so that the number of shares of Common Stock owned immediately after this Offering is equal to 2.0% of the total shares issued and outstanding. Carlos G. Bonilla has provided legal services to the Company from time to time in the past and may continue to provide legal services to us in the future. The address for the CGB-TRUST is 9529 Ingeborg Court, Windermere, (2) The trustee of ELG-TRUST-1004-09-01-13 is Carlos J. Bonilla who has sole voting and dispositive power over the trust. Does not include additional shares of Common Stock to be issued to the trust so that the number of shares of Common Stock owned immediately after this Offering is equal to 2.0% of the total shares issued and outstanding. The address for the ELT-TRUST is 7901 Kingspointe Parkway, Suite 8, Orlando, Florida 32819. 34786.

of ELG-TRUST-1004-09-01-13 is Carlos J. Bonilla who has sole voting and dispositive power over the trust. Does not include additional shares of Common Stock to be issued to the trust so that the number of shares of Common Stock owned immediately after this Offering is equal to 2.0% of the total shares issued and outstanding. The address for the ELT-TRUST is 7901 Kingspointe Parkway, Suite (3) Represents all 200,000 shares of Common Stock issuable to Exchange Listing, LLC, a consultant to the Company for services rendered and to be rendered. Exchange Listing, LLC is controlled by Peter Goldstein, its Chief Executive Officer, who has sole voting and dispositive power over such shares. Exchange Listing, LLC has provided Nasdaq listing services to us in the past and will continue to provide consulting services to us after the closing of this Offering. The address for Exchange Listing, LLC is 515 E Las Olas Boulevard, Suite 120, Fort Lauderdale, FL 33301.

Exchange Listing, LLC has provided Nasdaq listing services to us in the past and will continue to provide consulting services to us after the closing of this Offering. The address for Exchange Listing, LLC is 515 E Las Olas Boulevard, Suite 120, Fort Lauderdale, (4) Represents the issuance of 200,000 shares of Common Stock to counsel for the Company for services rendered in this Offering. Mr. Ross Carmel, Esq. has shared voting and dispositive power over the Common Stock with his other partners in the law firm. The law firm of Carmel, Milazzo & Feil, LLP has provided legal services to us in this Offering and will continue to provide legal services related to our being a public company after the closing of this Offering. The address for Carmel, Milazzo & Feil, LLP is 55 West 39 th Street, 18th (5) Number of shares are based on the dollar value of the Restricted Stock Units granted to such individuals calculated at an offering price of $10 per share. Each individual has sole voting and dispositive power over such shares. The business address for each such person is 1420 Celebration Boulevard, Suite 200, Celebration, Florida 34747. Floor, New York, NY 10018.

of shares are based on the dollar value of the Restricted Stock Units granted to such individuals calculated at an offering price of $10 per share. Each individual has sole voting and dispositive power over such shares. The business address for each such person is 1420 Celebration Boulevard, Suite 200, Celebration, Florida 34747.

shares issued for services rendered by Crescendo Communications, LLC. Mr. David Waldman is the manager of Crescendo Communications, LLC and has sole voting and dispositive power over the Common Stock. The address for Crescendo Communications, LLC is 405 Lexington Ave, 9th Floor, Suite 9034, New York, New York 10174.

shares issued for services rendered by Exchange Listing, LLC. Exchange Listing, LLC is controlled by Peter Goldstein, its Chief Executive Officer, who has sole voting and dispositive power over such shares.

shares issued for services rendered by Rosenberg Rich Baker Berman, P.A. Rosenberg Rich Baker Berman, P.A. Mr. Howard Condo has shared voting and dispositive power over the Common Stock with his other partners in the accounting firm. The address for Rosenberg Rich Baker Berman, P.A. is 265 Davidson Avenue, Suite 210, Somerset, NJ 08873-4120.

Pro LLC acquired these shares upon conversion of its convertible note. Capital Pro LLC is controlled by Mr. Jose Hernandez who has sole voting and dispositive power over the Common Stock. The address for Capital Pro, LLC is P.O. Box 454, Apopka, Florida.

acquired these shares upon conversion of his convertible note. He has sole voting and dispositive power over such shares. The address for Mr. Hebra is 10337 Wittenberg Way, Orlando, Florida 32832.

acquired these shares upon conversion of her convertible note. She has sole voting and dispositive power over such shares. The address for Ms. Tattrie is 104 Birdfield Court, St. Augustine, Florida 32092.

acquired these shares upon conversion of her convertible note. She has sole voting and dispositive power over such shares. The address for Ms. Jacome is 6475 Greylynne Street, Orlando, Florida 32807.

and Ms. Bosley acquired these shares upon conversion of their convertible note. They have sole voting and dispositive power over such shares. The address for Mr. and Bosley is 10336 Wittenberg Way, Orlando, Florida 32832.

LLC acquired these shares upon conversion of its convertible note. Mr. Jack Speaks, its Manager, controls the company and has sole voting and dispositive power over such shares. The address for ROI Funding LLC is 1862 Arlington Court, Longwood, Florida 32779. (15) Ms. Fuentes Blanco acquired these shares upon conversion of her convertible note. She has sole voting and dispositive power over such shares.

upon conversion of her convertible note. She has sole voting and dispositive power over such shares. The address for Ms Fuentes Blanco is P.O. Box 79478, Carolina, Puerto Rico 00984.

acquired these shares upon conversion of his convertible note. He has sole voting and dispositive power over such shares. The address for Mr. Ocasio is 957 Tramells Trail, Kissimmee, Florida 34744.

acquired these shares upon conversion of his convertible note. He has sole voting and dispositive power over such shares. The address for Mr. Colon is 4380 Springblossom Drive, Kissimmee, Florida 34746.

(18) Reyex Consulting LLC acquired these shares

LLC acquired these shares upon conversion of his convertible note. He has sole voting and dispositive power over such shares. The address for Reyex Consulting LLC is 2212 S. Chickasaw Trail, Orlando, Florida 32825.

The address for Reyex Consulting LLC is 2212 S. Chickasaw Trail, Orlando, Florida 32825.

acquired these shares upon conversion of his convertible note. He has sole voting and dispositive power over such shares. The address for Mr. Kerns is 5710 Riva Ridge Drive, Wesley Chapel, Florida 33544.

acquired these shares upon conversion of her convertible note. She has sole voting and dispositive power over such shares. The address for Ms. Abelmajid is 7540 NW 47 th Avenue, Coconut Creek, Florida 33073.

acquired these shares upon conversion of his convertible note. He has sole voting and dispositive power over such shares. The address for Mr. Morales is 1338 Lucas Acres Way, Oviedo, Florida 32765.

acquired these shares upon conversion of his convertible note. He has sole voting and dispositive power over such shares. The address for Mr. Correa is 2500 Oak Hammock, Kissimmee, Florida 34741.

acquired these shares upon conversion of her convertible note. She has sole voting and dispositive power over such shares. The address for Ms. Lemieux is 7540 NW 47 th Avenue, Coconut Creek, Florida 33073.

acquired these shares upon conversion of his convertible note. He has sole voting and dispositive power over such shares. The address for Mr. Awad is 518 Thousand Oaks Boulevard, Davenport, Florida 33896.

acquired these shares upon conversion of his convertible note. He has sole voting and dispositive power over such shares. The address for Mr. Vasquez is 2829 Indigo Bay Drive, Kissimmee, Florida 34744.

acquired these shares upon conversion of her convertible note. She has sole voting and dispositive power over such shares. The address for Ms. Mendez is 851 Delfino Place, Lake Mary, Florida 32746.

(27) Ms. Fernandez-Valdez acquired these shares

31 unchanged paragraphs

and 6 more changes in the filing

Description of the securities 7 changes

56 unchanged paragraphs

Upon the closing of this Offering,

Offering, there will be up to 42,000 shares of Common Stock issuable upon exercise of the Representative's Warrants, assuming an initial public offering price of $10.00 per Unit (which is the midpoint of the estimated range of the initial public offering price shown on the cover page of this prospectus). See "Underwriting-Representative's Warrants" below for a description of the representative's warrants.

9 unchanged paragraphs

The Company and Exchange Listing, LLC amended their agreement on July 1, 2022 pursuant to which, on August [*], 2022, the closing date of this offering, the Company issued will issue to Exchange Listing, LLC 150,000 shares. The Company and Exchange Listing, LLC entered into an agreement dated July 1, 2022 pursuant to which, on the closing date of this offering , 2022, the Company issued will issue 50,000 shares to Exchange Listing, LLC for post-offering services.

1 unchanged paragraph

issued 30,000,000 3,000,000 shares of Common Stock and 2,000 shares of the Series X Super Voting Preferred Stock to Mr. La Rosa as compensation for services and the founding of the Company.

2 unchanged paragraphs

The Company will issue, on

August [*], 2022, the Company issued closing date of this offering, to Carmel, Milazzo & Feil LLP, Exchange Listing, LLC, Crescendo Communications, LLC and Rosenberg Rich Baker Berman, P.A a total of 274,897 shares of Common Stock in exchange for amounts payable for services rendered to the Company.

2 unchanged paragraphs

During June and July, 2022,

32 unchanged paragraphs

Shares eligible for future sale 3 changes

Upon completion of the sale of shares

of the sale of shares of Common Stock pursuant to this Offering, we will have 4,300,065 3,820,000 shares of Common Stock issued and outstanding based on an assumed offering of 700,000 Units. In the event the underwriters exercise the Over-Allotment Option in full for shares of Common Stock only, we will have 4,405,065 3,925,000 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 5,105,065 shares of Common Stock issued and outstanding. Pursuant to agreements we have entered into, we will issue, immediately after the closing of this Offering, shares 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), to Mr. Gracy (to obtain his 2.0% ownership), and to Mr. Epstein (to obtain his 3.333% ownership).

Pursuant to agreements we have entered into, we will issue, immediately after the closing of this Offering, shares 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), to Mr. Gracy (to obtain his 2.0% ownership), and to Mr. Epstein (to obtain his 3.333% ownership).

13 unchanged paragraphs

Index to the financial statements 572 changes

NOTE 4 - COMMITMENTS AND CONTINGENCIES

The Company is obligated under

multiple noncancellable operating lease terms for office spaces, which expired in December 2021 with monthly payments of $4,667, including annual escalation at 3% plus certain occupancy expenses as prescribed in the lease, including without limitation certain utility costs. Rent expense plus certain occupancy expenses as prescribed in the lease for the three months ended March 31, 2022 and 2021 was $19,944 and $21,142, respectively.

The Company's notes payable

balance consists of the following at:

Paycheck Protection Program Loans

Economic Injury Disaster Loans

Less: Current Portion

Notes Payable - Long Term

INDEPENDENT AUDITOR'S

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

We have audited the accompanying

financial statements of La Rosa Realty Lake Nona, Inc. (a Florida Limited Liability Company), which comprise the balance sheets as of December 31, 2021 and 2020, and the related statements of income, member's deficit, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the financial

statements referred to above present fairly, in all material respects, the financial position of La Rosa Realty Lake Nona, Inc. as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

We conducted our audits in accordance

with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of La Rosa Realty Lake Nona, Inc. and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management

for the Financial Statements

Management is responsible for

the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements,

management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about La Rosa Realty Lake Nona, Inc.'s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor's Responsibilities

for the Audit of the Financial Statements

Our objectives are to obtain

reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

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

In performing an audit in accordance with generally

accepted auditing standards, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of La Rosa Realty Lake Nona, Inc.'s internal control. Accordingly, no such opinion is expressed.

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about La Rosa Realty Lake Nona, Inc.'s ability to continue as a going concern for a reasonable period of time.

We are required to communicate

with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

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

Somerset, New Jersey

La Rosa Realty Lake Nona, Inc.

Other current assets

Liabilities and Member's Deficit

Due to related party

Notes payable, current

Total Current Liabilities

Notes payable, net of current

Security deposits payable

Commitments and contingencies

Total Liabilities and Member's Deficit

See notes to the financial statements.

Statements of Income

Years Ended December 31,

General and administrative expenses

Sales and marketing expenses

Total Operating Expenses

Income From Operations

Other income (expense)

and 515 more changes in the filing

Notes to the financial statements 1 change

85 unchanged paragraphs

and 1 more change in the filing

Note 4: RELATED PARTY TRANSACTIONS 2 changes

10 unchanged paragraphs

and 2 more changes in the filing

Legal proceedings 12 changes

1 unchanged paragraph

1 unchanged paragraph

and 12 more changes in the filing

Note 10: SUBSEQUENT EVENTS 10 changes

24 unchanged paragraphs

15 unchanged paragraphs

11 unchanged paragraphs

9 unchanged paragraphs

and 10 more changes in the filing

Financial statements 390 changes

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

9 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

5 unchanged paragraphs

7 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

166 unchanged paragraphs

and 390 more changes in the filing

Recent Sales of Unregistered Securities 5 changes

4 unchanged paragraphs

3 unchanged paragraphs

and 5 more changes in the filing

Exhibits 2 changes

4 unchanged paragraphs

8 unchanged paragraphs

4 unchanged paragraphs

and 2 more changes in the filing

Undertakings 4 changes

25 unchanged paragraphs

4 unchanged paragraphs

2 unchanged paragraphs

and 4 more changes in the filing