La Rosa Holdings: securities offering (amended)

Cover page 60 changes

Commi ssion on October 12, 2022

As filed with the U.S. Securities and Exchange

Exchange Commi ssion on December 14, 2022

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"accelerated filer," "smaller reporting company" and "emerging growth company" in

Rule 12b-2 of the Exchange Act.

Indicate by check mark

mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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The information in this prospectus is not complete

Subject to Completion,

Dated October 12 , 2022

this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Completion, Dated December 14 , 2022

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This is the initial public offering

by La Rosa Holdings Corp., a Nevada corporation (the "Company"). We are offering: an assumed 700,000 units (the "Units"

Stock"), and one warrant (the "Warrant") to purchase one share of Common Stock at an assumed exercise price of

We anticipate that the initial public

offering price of our Units will be between $9.00 and $11.00 per share. The number of Units and the number of shares of Common

Stock by the Selling Stockholders. However, upon any exercise of the warrant held by the Representative (the "Representative's

Shares until after the closing of this offering. See "Selling Stockholders-Plan of Distribution." We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses, if any) relating to the registration of the Selling Stockholders' shares of Common Stock with the Securities and Exchange Commission.

Following the completion of this Offering, our Founder, Chairman of the board of directors and Chief Executive Officer, Mr. Joseph La Rosa, will control approximately 95.8 % of the voting power of our voting capital stock with respect to director elections and other matters (or approximately 89.5 % of the voting power if the underwriters exercise in full their 45-day option to purchase additional shares of our Common Stock to cover over-allotments, if any, but excluding the sale of the Selling Stockholder Shares). Although we are a "controlled company"

One Warrant to Purchase One Share of Common

public offering by La Rosa Holdings Corp., a Nevada corporation (the "Company"). We are offering: an assumed 700,000 units (the "Units" and each a "Unit"), with each Unit consisting of one share of common stock, $0.0001 par value per share (the "Common Stock"), and one warrant (the "Warrant") to purchase one share of Common

Stock at an assumed exercise price of $11.00 per share, or 110% of the price of each Unit sold in the (collectively, the "Securities"), in a firm commitment underwritten public offering (this "Offering"). The Warrants offered hereby may be exercised from time to time beginning on the date of issuance and will expire five years from the date of issuance. Our Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of our Common Stock and the Warrants comprising our Units are immediately separable and will be issued separately in this Offering.

the initial public offering price of our Units will be between $9.00 and $11.00 per share. The number of Units and the number of shares of Common Stock and Warrants offered in this prospectus and all other applicable information has been determined based on an assumed public offering price of $10.00 per Unit. The actual public offering price for the Units will be determined between the underwriters and the Company at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the actual public offering price for our Common Stock and the Warrants and the assumed number of Units may change accordingly.

We have also registered for public

have also registered for public sale: (i) 42,000 shares of our Common Stock issuable to the representative of the underwriters ("Representative") upon the exercise of a warrant to be issued to the Representative; of the underwriters; and (ii) 1,018,593 shares of Common Stock held by 123 selling stockholders (the

1,046,525 shares of common stock held by 127 selling stockholders (the Representative of the underwriters and the selling stockholders referred to herein as the "Selling Stockholders"). We will not receive any of the proceeds from the sale of Common Stock by the Selling Stockholders. However, upon any exercise of the warrant held by the Representative (the "Representative's Warrant"), we will receive cash proceeds per share equal to the exercise price of such warrant.

Warrant"), we will receive cash proceeds per share equal to The exercise price of such warrant. The shares to be sold by the Selling Stockholders (the "Selling Stockholder Shares") will not be purchased by the underwriters or otherwise included in the underwritten offering of our Units in this initial public offering. The Selling Stockholders may sell or otherwise dispose of their shares in a number of different ways and at varying prices, but will not sell any Selling Stockholder Shares until after the closing of this offering. See "Selling Stockholders-Plan of Distribution." We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses, if any) relating to the registration of the Selling Stockholders' shares of Common Stock with the Securities and Exchange Commission.

No public market currently exists for our Common Stock or our Warrants.

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

Nasdaq to list our Common Stock.

Following the completion

of this Offering, our Founder, Chairman of the board of directors and Chief Executive Officer, Mr. Joseph La Rosa, will control the voting power of our voting capital stock with respect to director elections and all other matters. Although we are a "controlled company" under the rules of the Nasdaq Capital Market, our board of directors will be composed of a majority of independent directors, and we will not take advantage of the "controlled company" exemptions provided under such rules. Please see "Security Ownership of Certain Beneficial Owners and Management."

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Summary - Implications of Being an Emerging Growth Company."

We are an "emerging growth company" as that term is used

growth company" as that term is used in the Jumpstart Our Business Startups Act of 2012 (or (the "JOBS Act") and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See "Prospectus Summary - Implications of Being an Emerging Growth Company."

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underwriting discount is seven percent (7%) of the public offering price. We have agreed to reimburse the Representative for certain accountable expenses incurred relating to this

Offering and to pay its non-accountable expenses in the amount equal to one percent (1%)

(1) The underwriting discount is seven percent (7%) of the public offering price we have agreed to reimburse the underwriter for certain accountable expenses incurred relating to this Offering and to pay its non-accountable expenses in the amount equal to one percent (1%) of the public offering price we receive. In addition, we will issue to the underwriter Representative a warrant to purchase up to six percent (6%) of the number of shares of Common Stock issued in this Offering. See "Underwriting" for additional information regarding underwriting compensation.

(2) The amount of offering proceeds to us presented in this table does not give effect to our cash offering expenses of approximately $1,000,000 $1,476,000, which includes approximately $195,000 of accountable and non-accountable expenses due to the Representative, and any exercise of the: (i) over-allotment option we have granted to the underwriters as described below, (ii) the exercise of the Warrants being issued as a part of the Units, (iii) the exercise of the warrants being issued to the Representative in this Offering, or (v) the exercise of the warrants we have issued in private placements prior to this initial public offering as described in more detail in this prospectus. In addition, we will receive no proceeds from the sale of any Selling Stockholder Shares.

This Offering is being underwritten on a firm commitment basis.

on a firm commitment basis. We have granted a 45-day option to the underwriters, exercisable one or more times in whole or in part, to purchase up to an additional fifteen percent (15%) of the shares of Common Stock and/or fifteen percent (15%) of the Warrants offered hereby at the public offering price per share of Common Stock equal to the public offering price per Unit minus $0.01 per share and $0.01 per Warrant, respectively, less, in each case, the underwriting discounts payable by us, in any combination solely to cover overallotments, if any (the "Over-Allotment Option").

The underwriters expect

The underwriters expect to deliver the Securities against payment to the investors in this Offering on or about [*], 2022. 2023.

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is October 12, 2022.

is December 14, 2022.

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FINANCIAL STATEMENTS

INDEX TO THE FINANCIAL STATEMENTS

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2022 [*], 2023 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.

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

For investors outside the United States: Neither we, the Selling

States: Neither we, the Selling Stockholders nor any of the underwriters have done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States Persons outside the ("U.S.").

Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the Offering of the Securities and the distribution of this prospectus outside of the United States.

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Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Market data and certain

Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management's knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors"

Franchising, LLC, and La Rosa Property Management, LLC, and La Rosa Realty, LLC which are affiliated by virtue of common management and ownership. All intercompany transactions and accounts have been eliminated. Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Market data and certain industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. To our knowledge, certain third-party industry data that includes projections for future periods does not take into account the effects of the worldwide coronavirus pandemic. Accordingly, those third-party projections may be overstated and should not be given undue weight. We have not independently verified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management's knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors"

in this prospectus and should not be relied upon in making an investment decision.

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

Prospectus summary 56 changes

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in the U.S. United States residential real estate market, which, according to Zillow Research 1 , totalled totaled $43.4 trillion in 2021 up by a record $6.9 trillion since 2020 and more than double the level from a decade ago.

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In addition to providing

In addition to providing person-to-person residential and commercial real estate brokerage services to the public, we cross sell ancillary technology-based products and services primarily to our sales agents and the sales agents associated with our franchisees. Our business is organized based on the services we provide internally to our agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, and property management. Our real estate brokerage business operates primarily under the trade name La Rosa Realty, which we own, and, to a lesser extent, under the trade name Better Homes Realty which we license. We have five La Rosa Realty corporate real estate brokerage offices located in Florida and 28 La Rosa Realty franchised real estate brokerage offices in six five states in the United States and Puerto Rico. Our real estate brokerage offices, both corporate and franchised, are staffed with more than 2,380 2,370 licensed real estate brokers and sales associates.

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

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

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La Rosa Holdings Corp.

(iv) La Rosa Property Management, LLC ("Property Management"); and (v) La Rosa Realty, LLC ("Realty").

All of those limited liability companies are referred to collectively in this prospectus as the "LLCs."

driver of our past, and we believe, our future growth is our ability to create revenue by referring or requiring that our agents and our franchisees' agents use the different business services that we provide. For example, all agents new to our Company are required to have a "coach" and to attend multi-day training sessions to learn the Company's philosophy, technology and business practices. Concurrently, the agent works with his or her coach in obtaining listings, working with consumers and closing transactions. All of these activities are run through our La Rosa Coaching, LLC subsidiary. We expanded our coaching offerings in the third quarter of 2021 to teach advanced techniques for team building, personal growth, and business development, which we believe will provide increased revenue at a nominal increase in cost to us. In addition, unlike other residential real estate brokerages, we encourage our sales agents to pursue commercial real estate transactions and require them to utilize the services of our commercial real estate company La Rosa CRE, LLC. We anticipate acquiring other complementary businesses, such as title and insurance agencies and a mortgage brokerage, after the closing of this O6ffering Offering to enhance our gross revenues and profit margins.

from established residential real estate companies such as RE/MAX Holdings, Inc., Keller Williams Realty, Inc., HomeSmart, Realogy Holdings, Corp., which franchises the Coldwell Banker and Century 21 brands, as well as from internet-based real estate brokers including Realtor.com, Fathom Holdings Inc., Redfin.com, and Zillow.com, brokers offering deeply discounted commissions like SimpleShowing Holdings, Inc., Houwzer LLC and Real Estate Exchange, Inc. (Rexhomes.com), and "flat fee" brokers such as Homie Technology, Inc., Cottage Street Realty, LLC (FlatFeeGroup.com) and Trelora, Inc. These companies do not provide the same personalized brokerage services that we do and emphasize low price commissions and a do-it-yourself philosophy. We believe that our highly trained agents who work one-on-one with their clients are able to can successfully close residential real estate transactions with a high level of consumer satisfaction that redounds to us in future business and referrals.

La Rosa Holdings Corp. was incorporated in the State of Nevada on June 14, 2021 by its founder, Mr. Joseph La Rosa, to become the holding company for five Florida limited liability companies of which Mr. La Rosa held or controlled a one hundred percent (100%) ownership interest: (i) La Rosa Coaching, LLC("Coaching"); LLC ("Coaching"); (ii) La Rosa CRE, LLC ("CRE"); (iii) La Rosa Franchising, LLC ("Franchising"); (iv) La Rosa Property Management, LLC ("Property Management"); and (v) La Rosa Realty, LLC ("Realty"). All of those limited liability companies are referred to collectively in this prospectus as the "LLCs."

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

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La Rosa CRE, LLC is a commercial real estate brokerage where we represent buyers and sellers in the sale of commercial real estate and the train and support our residential agents who are interested in pursuing commercial real estate sales;

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La Rosa Property Management, LLC is engaged in providing training, compliance, support and accounting services for La Rosa Realty agents engaged in long term long-term residential rental property management; and La Rosa Realty, LLC is engaged in the residential real estate brokerage business and providing systems, accounting, marketing tools and compliance for our real estate agents who conduct residential real estate sales.

La Rosa Realty, LLC is engaged in the residential real estate brokerage business providing systems, accounting, marketing tools and compliance for our real estate agents who conduct residential real estate sales.

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may be limited by a number of several risks and uncertainties that we currently face, including the following:

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Our business is affected by mortgage interest rates, previously owned home sale prices, consumer sentiment and the general economy in the United States and in our local real estate markets, which cannot be predicted with any degree of certainty.

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We may fail to successfully execute our strategies to grow our business, including acquiring a controlling interest in a number of several our current franchisees and growing our agent count.

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We face significant risk to our brand and revenue if we fail to maintain compliance with the law and regulations of federal, state, foreign, and county governmental authorities, or private associations and governing boards.

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We may evaluate entities in complementary or competitive businesses for acquisition in order to accelerate growth but might not succeed in identifying suitable candidates or may acquire businesses that negatively impact us or we may have trouble integrating businesses that we acquire.

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office is located at 1420 Celebration Boulevard, Suite 200, 2nd Floor, Celebration, Florida 34747. Our telephone number at our principal executive office is (321) 939-3748. Our corporate website is https:// www.larosarealty.com . The information on our corporate website is not part of, and is not incorporated by reference into, this prospectus.

The following provides

a summary of certain material developments that have occurred since the end of fiscal 2021. All information set forth herein is based on certain agreements and instruments by and between the Company and third parties and is qualified in its entirety by reference to such documents, many of which have been filed as exhibits to the registration statement of which this prospectus is a part.

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In a private placement conducted from July 2021 through February

In a private placement conducted from July 2021 through February 2022, we entered into Convertible Note Purchase Agreements pursuant to which we issued unsecured convertible promissory notes to certain "accredited investors" under an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of that Act and/or Rule 506(b) of Regulation D promulgated thereunder. In accordance with such purchase agreements, we issued convertible promissory notes in the aggregate principal amount of $516,000 that we used to pay the expenses of our organization and reorganization and for other general corporate purposes. Interest accrues on the principal amount of fourteen 14 of the convertible promissory notes at 2.5% with a default rate of 3.0% per annum, and interest accrues on the principal amount of seven 7 of the convertible promissory notes at 18.0%, with a default interest rate of 20.0% per annum. The convertible promissory notes rank on a parity with the Company's other existing debt and mature on the earlier of the date that the Company's Common Stock becomes listed for trading on a national securities exchange or one year from the date of issue of indicated in each such note. All of the convertible promissory notes are prepayable, in whole or in part, at any time prior to maturity without penalty or premium. Prior to the maturity date, the convertible promissory notes will convert the outstanding principal and accrued interest automatically into shares of the Company's Common Stock on the date of the closing of this Offering at a price per share equal to the product of the public offering price of the Units multiplied by 0.80. In December 2022, the holders Company repaid a 2.5% convertible note issued to one investor for a principal amount of $10,000 plus accrued interest. The holders of remaining convertible notes extended the maturity date of their notes and are Selling Stockholders in this Offering. All of the convertible promissory notes are prepayable, in whole or in part, at any time prior to maturity without penalty or premium.

In private placements conducted in October 2022, we entered into Convertible Note Purchase Agreements pursuant to which we issued two unsecured convertible promissory notes to certain "accredited investors" under an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of that Act and/or Rule 506(b) of Regulation D promulgated thereunder. In accordance with such purchase agreements, we issued convertible promissory notes in the aggregate principal amount of $100,000 that we used for general corporate purposes. Interest accrues on the principal amount of the convertible promissory notes at 2.5% with a default rate of 3.0% per annum. The convertible promissory notes rank on a parity with the Company's other existing debt and mature on the earlier of the date that the Company's Common Stock becomes listed for trading on a national securities exchange or the date indicated in each such note. All of the convertible promissory notes are prepayable, in whole or in part, at any time prior to maturity without penalty or premium. Prior to the maturity date, the convertible promissory notes will convert the outstanding principal and accrued interest automatically into shares of the Company's Common Stock on the date of the closing of this Offering at a price per share equal to the product of the public offering price of the Units multiplied by 0.80. The holders of the convertible notes are Selling Stockholders in this Offering.

On November 14, 2022, the Company and Emmis Capital II, LLC, an affiliate of one of our consultants ("Emmis Capital"), entered into the Securities Purchase Agreement and Senior Secured Promissory Note in the principal amount of $277,778 that we used for our general corporate purposes. This note has an original issue discount of 10.0%, accrues interest at the rate of 10.0% per annum, with a default interest rate of 24.0% and a $5,000 per month per occurrence delinquency penalty. At our option, we may, upon not less than five business days' written notice to the lead investor prior to the date on which interest is due, pay such interest (i) in kind or (ii) partly in cash and partly as interest paid in kind ("PIK Interest"). The PIK Interest will be capitalized, compounded and added to the unpaid principal amount of the note. Amounts representing the PIK Interest will be treated as principal. The note holder has the right at any time, at the holder's option, to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into shares of our Common Stock at a price equal to the offering price of this Offering multiplied by 0.75 with certain distribution, fundamental transaction and anti-dilution protections and cash penalties for failure to deliver the shares in a timely manner. The Company also issued to the lenders warrants (the "Lender Warrants") exercisable for 25,000 shares of our Common Stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of the Company's Common Stock equal to the number of shares that would be issued upon full conversion of this Note; and (iv) have an exercise price equal to the lower of: (A) $10.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company. The Company also granted to the lenders: (i) upon the repayment of the loan, 15,000 shares of our Common Stock (based on an assumed offering price of $10.00 per share in this offering (the midpoint of the offering price range set forth on the cover of this prospectus)) (the "Lender Shares") (or 30,000 shares if no subsequent offering is undertaken by the Company at the time of repayment), (ii) the right to participate in any future financings, (iii) additional "piggy back" registration rights, (iv) the right to rollover the principal and interest due to acquire Company securities in any future public or private offering, (v) extensive and non-customary default provisions in the note, and (vi) certain other affirmative and negative covenants. On or before the date that is ninety days after this Offering, the Company is required to file a registration statement with the SEC to register the securities issued to the lenders and to have that registration statement declared effective by May 13, 2023. The loan will mature on the earlier of (i) six months from the date of issue or upon the completion of this Offering. The loan is senior in payment to all of our other debt and is secured by virtually all of the Company's assets.

December 2, 2022, the Company issued to Joseph La Rosa a Convertible Original Issue Discount Promissory Note in the original principal amount of $491,530 for which he paid $449,500 that we used for our general corporate purposes. This note has an original issue discount of 8.55 % with a default interest rate of 24.0% and a $5,000 per month per occurrence delinquency penalty. Mr. La Rosa has the right at any time, at his option, to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into shares of the Company's Common Stock at a price equal to the offering price of this Offering multiplied by 0.75 with certain distribution, fundamental transaction and anti-dilution protections and cash penalties for failure to deliver the shares in a timely manner. The Company also issued to Mr. La Rosa warrants (the "Note Warrants") exercisable for 25,000 shares of our Common Stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our Common Stock equal to the number of shares that would be issued upon full conversion of this note; and (iv) have an exercise price equal to the lower of: (A) $10.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company. The Company also granted to Mr. La Rosa: (i) upon the repayment of the loan, 30,000 shares of our Common Stock (based on an assumed offering price of $10.00 per share in this Offering (the midpoint of the offering price range set forth on the cover of this prospectus) (or 60,000 shares if no subsequent offering is undertaken by the Company at the time of repayment), (ii) the right to participate in any future financings, (iii) the right to rollover the principal and interest due to acquire Company securities in any future public or private offering, (iv) extensive and non-customary default provisions in the note, and (v) certain other affirmative and negative covenants. The loan will mature on the earlier of (i) six months from the date of issue or upon the completion of this Offering. The loan is junior in payment to any senior debt and is unsecured.

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On July 15, 2021, the

Company issued to ELP Global PLLC a promissory note in the principal amount of $40,000 that we used for our general corporate purposes.

On May 17, 2022, the

On June 29, 2022, the Company

On July 29, 2022, the Company

On October 3, 2022, the Company issued to Joseph La Rosa an

On July 15, 2021, the Company issued to ELP Global PLLC a promissory note in the principal amount of $40,000 (the "ELP Note") that we used for our general corporate purposes. Interest accrues on the principal amount at 18.0% per annum. The maturity date of the note was extended to January 31, 2023. On December 1, 2022, Joseph La Rosa entered into an agreement with Mr. Carlos J. Bonilla, an attorney with the law firm of ELP Global PLLC that represents the Company, pursuant to which Mr. La Rosa sold to Mr. Bonilla 300,000 shares of his Common Stock in exchange for the assignment by Mr. Bonilla of the ELP Note plus accrued interest and the payment by Mr. Bonilla to Mr. La Rosa of cash in the amount of $449,500. The agreement provides to Mr. Bonilla reverse split and anti-dilution protection and an option to sell all such shares back to Mr. La Rosa at a price of $598,000 on or before August 23, 2023.

On February 25, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $100,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 1.87% 1.4% 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.

The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

On April 29, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $50,000 $100,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 2.51% 1.87% per annum with a default interest rate of 3% per annum. The payment of all or any portion of the outstanding principal balance of the note and all interest thereon shall be pari passu in right of payment and in all other respects to the other unsecured subordinated promissory notes issued and all other trade debt and other obligations of the Company ranking similar to the note.

The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

On May 17, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $70,000 $50,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 2.99% 2.51% per annum with a default interest rate of 3% per annum. The payment of all or any portion of the outstanding principal balance of the note and all interest thereon shall be pari passu in right of payment and in all other respects to the other unsecured subordinated promissory notes issued and all other trade debt and other obligations of the Company ranking similar to the note.

The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

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. The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

Interest accrues On the principal amount at 18% of outstanding amount per annum. The maturity date of the note was extended to July 29, 2022, the Company issued to Joseph La Rosa an unsecured subordinated promissory note in the principal amount of $100,000 $70,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 1.4% 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.

The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

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. This note matures on the earlier of the consummation of this Offering or on January 31, 2023.

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. The note will be due and payable on the third anniversary of the issue date. The Company will make monthly amortization payments to Joseph La Rosa on the then outstanding principal balance and interest starting on the last day of the month following the month in which the closing of this Offering occurs, and on the last day of each month thereafter until the maturity date. All principal and interest payments will be funded from the Company's operations and not from the proceeds of this Offering.

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(1) The stock consideration

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

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Because of the voting

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

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As a company with less

As a company with less than $1.07 $1.235 billion in revenue during our last completed fiscal year, we qualify as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we:

are not required to obtain an attestation and report from our auditors on our management's assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act");

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

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

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an "emerging growth company" if we have more than $1.07 $1.235 billion in annual revenue, have more than $700 million in market value of our Common Stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Further, under current rules of the Securities and Exchange Commission (the SEC, or the "Commission"), we will continue to qualify as a "smaller reporting company" for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter.

Summary of the offering 50 changes

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Common Stock offered

We are offering 700,000 Units (subject to adjustment as noted herein), each consisting of one share of our Common Stock and one Warrant to purchase one share of our Common Stock. (together with the shares of Common Stock underlying such Warrants). The actual number of Units we offer will be determined based on the actual public offering price of the Units such that we will offer and sell up to $7,000,000 of the Units hereby.

Common Stock offered by the Selling Stockholders:

Up to a maximum of 1,018,593 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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We will offer the Units in a price range of between $9.00 and $ 11.00 $11.00 per Unit. The actual offering price of the Units will be determined between the underwriters and the Company at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business. Therefore, the assumed public offering price used throughout this prospectus of $10.00 per Unit (the midpoint of the price range for the Units) may not be indicative of the actual public offering price of the Units at the closing of this Offering.

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3,120,000 shares of Common Stock; and

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Shares of capital stock outstanding immediately after the Offering (1) :

outstanding immediately after the Offering (1) :

3,820,000 shares of Common Stock issued and outstanding based on an assumed offering of 700,000 Units ( or 3,925,000 6,546,640 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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We estimate that we will receive net proceeds of approximately

Representative's Warrants:

The registration statement of which this prospectus is a part also registers for sale warrants to purchase up to six percent (6.0%) of the shares of our Common Stock sold in this Offering to Maxim Group LLC (the "Representative"), as a portion of the underwriting compensation in connection with this Offering.

Underwriter compensation:

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

Lock-up agreements :

Our Founder, Chief Executive Officer, President and Chairman, Joseph La Rosa, currently holds 96.2% 90% 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.

$4,990,000 We estimate that we will receive net proceeds of approximately $5,034,000 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 five unsecured promissory notes issued debt to Mr. persons other than Joseph La Rosa (19%), (5%), developing new services (5%), (10%), acquisitions of controlling interest in a number of our franchisees (20%), the acquisition of other independent real estate brokerages, title insurance agencies, mortgage brokerages and other complementary businesses (10%), (15%), general operating expenses (18%) (25%) and the purchase and acquisition of proprietary technology (18%). (15%). 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.

registration statement of which this prospectus is a part also registers for sale the Common Stock exercisable pursuant to the warrants to purchase up to six percent (6.0%) of the shares of our Common Stock sold in this Offering to the Representative, Maxim Group LLC, as a portion of the underwriting compensation in connection with this Offering. The Representative's Warrants will be exercisable at any time, and from time to time, in whole or in part, during the period commencing 180 days from the first day of the sales of the public equity securities and expiring five years from the effective date of the Offering at an exercise price of $11.00 per share (110% of the assumed public offering price per Unit). Please see "Underwriting - Representative's Warrants" on page 110 of this prospectus for a description of these Warrants.

connection with this Offering, the underwriters will receive an underwriting discount equal to seven percent (7.0%) of the offering price of the Units in this Offering. In addition, we have agreed to: (i) reimburse certain accountable expenses of the Representative, (ii) pay the Representative a non-accountable expense allowance equal to one percent (1%) of the aggregate public offering price of the Units in this Offering, (iii) a right of first refusal to act as our underwriter in future offerings; (iv) and (v) indemnify the underwriters for certain liabilities in connection with this Offering. See "Underwriting" starting on page 109 of this prospectus.

and (iv) indemnify the underwriters for certain liabilities in connection with this Offering. See "Underwriting" starting on page 109 of this prospectus.

Proposed Nasdaq Capital Market listing:

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

have agreed with the underwriter not to offer for sale, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any securities of the Company for a period of twelve six months after the closing date of this Offering without the prior written consent of the Representative. Our directors, officers and holders of five percent (5%) or more of our Common Stock as of the effective date of the registration statement of which this prospectus is a part (and all holders of securities exercisable for or convertible into shares of Common Stock) have agreed, for a period of six months after the Offering is completed, that they shall neither offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any securities of the Company without the Representative's prior written consent, including the issuance of shares of Common Stock upon the exercise of currently outstanding options approved by the Representative, which restriction may be waived in the discretion of the Representative. See "Underwriting-Lock-Up Agreements" on page 111 of this prospec tus.

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Investing in our Securities involves

Investing in our Securities involves a high degree of risk and purchasers of our Securities may lose their entire investment. See "Risk Factors" starting on page 15 and the other information included and incorporated by reference into this prospectus for a discussion of risk factors you should carefully consider before deciding to invest in our Securities.

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(1) The number of shares

The actual number of Units we will offer

Units we will offer will be determined based on the actual public offering price.

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

700,000 shares of Common Stock issuable upon the exercise of the Warrants offered and sold as a part of the Units in this Offering;

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25,000 shares of Common Stock issuable upon the exercise of the warrants granted to Emmis Capital, a lender to the Company (the "Lender Warrants");

● 15,000 shares of Common Stock issuable upon the repayment of the loan to Emmis Capital, a lender to the Company (the "Lender Shares");

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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.

● 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 (the "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").

Except as otherwise indicated, all information

25,000 shares of Common Stock issuable upon the exercise of the warrants granted to Joseph La Rosa (the "CEO Warrants");

30,000 shares of Common Stock issuable upon the repayment of the loan to Joseph La Rosa (the "CEO Shares"); and ● 2,000 shares of Common Stock issuable to our Chief Technology Officer that will vest on February 1, 2023 ("Vesting Shares").

All share and per share information referenced

information referenced throughout this prospectus has been retroactively adjusted to reflect a 10-for-1 reverse stock split of our issued and outstanding Common Stock effected on March 21, 2022 (the "Reverse Stock Split"). Any fractional shares resulting from the Reverse Stock Split have been rounded up to the nearest whole share.

indicated, all information in this prospectus assumes:

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no exercise of the Representative's Warrants;

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no exercise of the Representative's Warrants;

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

no exercise of the Lender Warrants;

no issuance of the Lender Shares;

no exercise of the CEO Warrants;

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no issuance of the COO Shares; and

no exercise of the stock options to be granted to directors; and no issuance of the Vesting Shares.

Summary financial data 9 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 six nine months ended June September 30, 2022, and the balance sheet data as of June September 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 six months ended 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.

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 nine months ended September 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 June 30

Year ended December 31

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Income (Loss) per common share - basic and diluted

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Each $1.00 increase in the assumed

equity (deficit) before non-controlling interest

Total stockholders' equity (deficit) before non-controlling interest (1,428,132 ) 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 $1,300,000 of estimated offering costs to be paid in cash of which $183,208 approximately $1,100,000 was included in deferred offering costs as of June September 30, 2022), in the total amount of $1,560,000, $1,966,000, as if the sale of the Units had occurred on January 1, 2022, (2) the mandatory conversion of the convertible notes and accrued interest as of September 30, 2022 in the amount of $ 569,422 $582,131 net of unamortized discount deferred financing fees of $9,419 $5,245 and the elimination of the derivative liability of $164,888 $166,035 due to the embedded conversion feature of the convertible notes, and (3) the repayment of $450,000 of promissory Notes to Mr. Joseph La Rosa, our Chief Executive Officer. Payable and accrued interest that matures on the closing date of this offering in the amount of $250,907 as of September 30, 2022.

$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 $0.7 $0.6 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 $0.7 $0.6 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 $0.9 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 $0.7 $0.9 million.

Forward-looking statements 3 changes

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our ability to manage our future growth and dependence on our contractors; agents;

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the market price for our Common Stock and Warrants may be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, and minimal profits, which could lead to wide fluctuations in our share and/or Warrant price;

there have recently been recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies, like ours, that have had relatively smaller public floats;

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Risk factors 164 changes

The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements.

Our business is subject to many risks

many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occur, our business and financial performance could be adversely affected, our actual results could differ materially from our expectations, and the price of our Common Stock and Warrants could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance. You should carefully consider the risks described below, together with all other information included in this prospectus including our financial statements and related notes, before making an investment decision.

There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance. You should carefully consider the risks described below, together with all other information included in this prospectus including our financial statements and related notes, before making an investment decision. The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our Common Stock and Warrants could decline, and investors in our Securities may lose all or part of their investment.

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The COVID-19 pandemic

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

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None of those funds were provided to our sales agents or franchisees.

The duration and magnitude

Injury Disaster Loan Advances") totalling totaling $12,000, Economic Injury Disaster Loans totalling $365,100, totaling $365,300, and received loans totalling $209,200 totaling $421,012 under the Federal Government's Paycheck Protection Program. We are currently applying for forgiveness on The Paycheck Protection Program loans but cannot be assured that such loans will be have been forgiven by the U.S. Small Business Administration. None of those funds were provided to our sales agents or franchisees.

The duration and magnitude of the impact from the COVID-19 pandemic depends on future developments that cannot be predicted at this time. There remains significant uncertainty regarding the continuing impact of COVID-19 on our business and the overall economy as a whole in the United States and internationally where we have, and plan to establish franchise operations. In particular, there is significant concern regarding the possibility of additional waves of COVID-19 variant cases that could cause state and local governments to reinstate more restrictive measures, which could impact our business and the housing markets. There is also uncertainty regarding viable treatment options or the efficacy of vaccines and public health mandates emanating from Federal, State and local governments that have at times, been confusing and contradictory.

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real estate market is cyclical, and we can be negatively impacted by downturns in this market and general economic conditions.

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estate market tends to be cyclical and typically is affected by changes in general economic conditions which are beyond our control.

These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets, levels of unemployment, consumer confidence and the general condition of the U.S. and the global economy. The residential real estate market also depends upon the strength of financial institutions, which are sensitive to changes in the general macroeconomic environment.

estate market is cyclical, and we can be negatively impacted by downturns in this market and by general economic conditions.

The residential real estate market tends to be cyclical and typically is affected by changes in general economic conditions which are beyond our control. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets, levels of unemployment, consumer confidence and the general condition of the U.S. and the global economy. The residential real estate market also depends upon the strength of financial institutions, which are sensitive to changes in the general macroeconomic environment. Lack of available credit or lack of confidence in the financial sector could impact the residential real estate market, which in turn could materially and adversely affect our business, financial condition and results of operations. Due to the cyclicality of the real estate market, we cannot predict whether this several year period of sustained growth will continue, whether mortgage rates will remain at historically relatively low levels and whether home prices will continue to climb. The U.S. has experienced housing "bubbles" in the past which have burst, resulting in significant price declines, mortgage defaults and home foreclosures by lenders, the last one occurring in the early 2000's.

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a spike in inflation;

continued rise in inflation;

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an continued increase in mortgage interest rates;

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decrease in consumer confidence;

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The U.S. Bureau of Labor Statistics ("BLS") reported that

Fannie Mae, the Consumer Price Index for All Urban Consumers (CPI-U), a U.S. government sponsored mortgage loan facilitator, broad-based measure of goods and services costs, rose 0.4 percent in October 2022 on a seasonally adjusted basis, the same increase as in September. The BLS noted that the August October 2022 Consumer Price Index showed core prices (excluding energy and food) rising 0.3% after rising 0.6% over in September and was up 7.7% for the month to 6.3% on an annual basis. twelve months ending October 2022, the smallest 12-month increase since the period ending January 2022. 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% 3.75%-4.00%, the highest level since January 2008 at the September November 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, December 5, 2022, reached 6.32% the current average rate for a 30 year 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 reached 7.32% according to Bankrate.com, its highest level in August, up 33% from the start of the year. 20 years. 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 5.9% in October 2022 to a seasonally adjusted annual rate of 4.80 4.43 million in August according to the NAR. Year-over-year sales have faded by 19.9% (to 5.99 million in August 2021). 28.4%. This slow down slowdown 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 nine months ended June September 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.

is currently in a cyclical downturn and the recent decrease in home sales will have an adverse effect on our financial performance and results of operations.

According to the Wall

Street Journal, home prices continued to rise by 6.6% in October 2022 from the prior year although the increase was the lowest since June 2020 putting further pressure on the pace of home sales. For that period, existing-home sales fell for the ninth straight month, the longest streak of declines on record. Sales of previously owned homes declined 5.9% in October from the prior month to a seasonally adjusted annual rate of 4.43 million, the weakest rate since May 2020 according to the National Association of Realtors. October sales fell 28.4% from a year earlier, the biggest annual decline since February 2008. Home sales have been declining each month since February 2022, the longest stretch since the NAR began tracking this data in 1999. From their recent peak in January 2022, existing-home sales have dropped about 32%. The housing market has slowed abruptly this year due to a rapid increase in mortgage rates which are approximately double what they were in October 2021, which has raised borrowing costs for home buyers. At the same time, median sale prices on existing homes have continued to rise, although the rise was the slowest since June 2020, increasing by 6.6% in October 2022. This combination of higher mortgage rates and higher sales prices has kept many sellers from selling, keeping inventory tight, and has pushed many prospective buyers, especially first-time home buyers, out of the market.

The housing-market slowdown is expected to persist in 2023 because home-buying affordability is near its lowest level in decades. Any decline in home sales directly affects the productivity and income of our agents who are paid only upon the closing of their clients' home purchase or sale. A prolonged depression in home sales will force the least successful agents out of the industry and a decrease in the number of earning agents will have a negative impact on our financial performance and results of operations.

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manage our growth, our brand could suffer. In order to successfully expand our business, we must effectively recruit, develop and motivate new franchisees and new agents and employees, and we must maintain the beneficial aspects of our three pillars philosophy.

If we do not successfully manage these processes, our results of operations, financial condition and prospects could be adversely affected.

If we do not effectively manage our growth, our brand could suffer.

In order to successfully expand our business, we must effectively recruit, develop and motivate new franchisees and new agents and employees, and we must maintain the beneficial aspects of our "three pillars" philosophy. We may not be able to hire new agents or employees and our franchisees may not be able to recruit new agents necessary to manage our growth quickly enough to meet our needs. If we fail to effectively manage our hiring needs and successfully develop our franchisees, our franchisee, agent and employee morale, productivity and retention could suffer, and our brand and results of operations could be harmed. These improvements could require significant capital expenditures and place increasing demands on our management. We may not be successful in managing or expanding our operations or in maintaining adequate financial and operating systems and controls. If we do not successfully manage these processes, our results of operations, financial condition and prospects could be adversely affected.

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We compete against national and

national and international real estate brokerage franchisors as well as smaller franchisors. Our products are the brands we sell and their reputation in the marketplace. Potential franchisees, when shopping for a brand, look to see the level of support that they can receive compared to the fees and dues that they will have to pay. This is our value proposition. While the national and international brands far exceed us in financial resources, geographic coverage, marketing ability and infrastructure, we believe that our "family-oriented" style of business, based on our "three pillars" philosophy, is a strong selling point. So, while competing franchisors may offer franchisees monthly ongoing fees that are lower than those we charge, or that are more attractive in particular market environments, we believe that our "high touch" approach is able to overcome many of the factors that competitors sell. Corporate-owned competitors compete primarily on the basis of commission payments to their agents. While we believe that we are competitive in that market, our brand is not as strong as competitors who have been in the market longer and have the financial wherewithal to promote themselves in the media. Our largest competitors in this industry in the U.S. include RE/MAX Holdings, Inc., Keller Williams Realty, Inc., HomeSmart, Realogy Holdings, Corp., which franchises the Coldwell Banker and Century 21 brands, Berkshire Hathaway Homes, among others. See "Prospectus Summary- Competition" and "Business brokerage business is subject to competitive pressures. - Competition."

brokerage business is subject to competitive pressures.

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Our real estate franchises

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

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

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The residential real estate industry is subject to seasonality.

The residential real

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

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As of 2021, NAR estimated

of 2021, NAR estimated that nine in ten home sellers worked with a real estate agent to sell their home, which was consistent across all age groups (5) and 6.1 million existing homes were sold in in 2021, up from 5.6 million in 2020 according to Statista Research (February 22, 2022). Although the NAR survey indicates that the percentage of sales using agents has increased in recent years, a significant increase in the volume of private sales due to, for example, increased access to the internet and the proliferation of websites that facilitate such sales, and a corresponding decrease in the volume of sales through real estate agents could have a material adverse effect on our business, prospects and results of operations.

Although the NAR survey indicates that the percentage of sales using agents has increased in recent years, a significant increase in the volume of private sales due to, for example, increased access to the internet and the proliferation of websites that facilitate such sales, and a corresponding decrease in the volume of sales through real estate agents could have a material adverse effect on our business, prospects and results of operations.

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

Our Company owned real

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

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5 https://www.nar.realtor/sites/default/files/documents/2021-home-buyers-and-sellers-generational-trends-03-16-2021.pdf the sale of franchises is regulated by various state laws as well as by the Federal Trade Commission (the "FTC") that generally require that franchisors make extensive disclosure to prospective franchisees and several states have "franchise relationship laws" or "business opportunity laws" that limit the ability of franchisors to terminate franchise agreements or to withhold consent to the renewal or transfer of these agreement;

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

5 https://www.nar.realtor/sites/default/files/documents/2021-home-buyers-and-sellers-generational-trends-03-16-2021.pdf state and federal employment laws and regulations, including any changes that would require classification of independent contractors to employee status, and wage and hour regulations;

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

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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 June September 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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Our ability to retain our employees

our employees is generally subject to numerous factors, including the compensation and benefits we pay, the mix between the fixed and variable compensation we pay our employees and prevailing compensation rates. As such, we could suffer significant attrition among our current key employees. Competition for qualified employees in the real estate franchising industry is intense. We may be unable to retain existing employees that are important to our business or hire additional qualified employees. The process of locating employees with the combination of skills and attributes required to carry out our goals is often lengthy. We cannot assure you that we will be successful in attracting and retaining qualified employees.

Competition for qualified employees in the real estate brokerage and franchising industry is intense. We may be unable to retain existing employees that are important to our business or hire additional qualified employees. The process of locating employees with the combination of skills and attributes required to carry out our goals is often lengthy. We cannot assure you that we will be successful in attracting and retaining qualified employees.

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Based on our Common Stock

Stock outstanding as of October 11, December 14, 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 62.0% 53.8% 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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Following the completion of this

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, CEO, and Vesting shares are not issued, will control approximately 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 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.

the completion of this Offering, Mr. Joseph La Rosa will have voting control with respect to director elections and all other matters.

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. In addition, due to his significant ownership stake and his service as our Chairman of the board of directors and Chief Executive Officer, Mr. La Rosa controls the management of our business and affairs. Mr. La Rosa may have interests that are different than yours and may support proposals and actions with which you may disagree. This concentration of ownership could have the effect of delaying, deferring or preventing a change in control, or impeding a merger or consolidation, takeover or other business combination that could be favorable to our other stockholders and adversely affecting the market price of our Common Stock.

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We regard our La Rosa Realty trademark

Realty trademark and the "LR" logo that we own, as well as the Better Homes trademark and logo that we license, as having significant value and as being important factors in the marketing of our brands. We believe that this and other intellectual property are valuable assets that are critical to our success. We rely on a combination of protections provided by contracts, as well as copyright, trademark, trade secret and other laws, to protect our intellectual property from infringement, misappropriation, or dilution. We have registered certain trademarks and service marks and have other trademark and service mark registration applications pending in the U.S. and foreign jurisdictions. However, not all trademarks or service marks that we currently use have been registered in all of the countries in which we do business, and they may never be registered in all of those countries. Although we monitor trademark portfolios internally and impose an obligation on franchisees to notify us upon learning of potential infringement, there can be no assurance that we will be able to adequately maintain, enforce and protect our trademarks or other intellectual property rights.

However, not all trademarks or service marks that we currently use have been registered in all of the countries in which we may do business in the future, and they may never be registered in all of those countries. Although we monitor trademark portfolios internally and impose an obligation on franchisees to notify us upon learning of potential infringement, there can be no assurance that we will be able to adequately maintain, enforce and protect our trademarks or other intellectual property rights.

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Cybersecurity threats and incidents

and incidents directed at us could range from uncoordinated individual attempts to gain unauthorized access to information technology systems to sophisticated and targeted measures aimed at disrupting our business or gathering personal data of our customers. In the ordinary course of our business, we collect and store sensitive data, including proprietary business information and personal information about our customers. Our business, and particularly our cloud-based platform, is reliant on the uninterrupted functioning of our information technology systems. The secure processing, maintenance, and transmission of information are critical to our operations, especially the processing and closing of real estate transactions. Although we employ measures designed to prevent, detect, address, and mitigate these threats (including access controls, data encryption, vulnerability assessments, and maintenance of backup and protective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption, or unavailability of critical data and confidential or proprietary information (our own or that of third parties, including potentially sensitive personal information of our customers) and the disruption of business operations. Any such compromises to our security could cause harm to our reputation, which could cause customers to lose trust and confidence in us or could cause agents to stop working for us. In addition, we may incur significant costs for remediation that may include liability for stolen assets or information, repair of system damage, and compensation to customers and business partners. We may also be subject to legal claims, government investigation, and additional state and federal statutory requirements.

We may also be subject to legal claims, government investigation, and additional state and federal statutory requirements.

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Sales of a significant

number of shares of our Common Stock in the public markets, or the perception that such sales could occur, could depress the market price of our Common Stock.

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 3,820,000 shares of Common Stock (or 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.

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.

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, approximately $5,034,000, 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 equity funding we have received to date, but will only hold less than 1% 3.0% of the total voting rights (based on the number of shares of Common Stock purchased in the Units). The dilution will be $9.01 $9.77 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."

and issuances of our capital stock or rights to purchase our capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause the price of our Common Stock to decline.

We may issue additional securities

securities following the closing of this Offering. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell Common Stock, preferred stock, convertible securities, and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time or we may use our Common Stock as currency in an acquisition or acquisitions. If we sell issue any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our number of shares of our Common Stock in the public markets, or the perception that such sales could occur, could depress the market price of our Common Stock.

of a substantial number of shares of our Common Stock in the public markets after this offering (assuming no exercise of the underwriters' Over-Allotment Option), 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 the date of this prospectus, up to 2,024,000 shares of Common Stock will be immediately eligible for sale in the public market. None of these additional shares include shares sold in this Offering, shares held by our directors and executive officers or shares subject to conversion pursuant to the terms of our convertible debt instruments or shares subject to exercise pursuant to the terms of our outstanding warrants, all of which may become eligible for sale at some time in the future. 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 also 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.

After this Offering, other than the Selling Stockholders and Maxim

the Selling Stockholders and Maxim Group, LLC (with respect to the Representative's Warrant) who hold our Common Stock or securities convertible or exercisable for our Common Stock and that are being registered in the registration statement of which this prospectus is a part and except for Emmis Capital, no holders of our Common Stock or any securities convertible into or exercisable for our Common Stock have the right to have their shares registered under the Securities Act. Should any such shares be registered under the Securities Act, such registration would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares held by affiliates, as defined in Rule 144 under the Securities Act. Any sale of securities by such securityholders, the Selling Stockholders, or Maxim Group, LLC or Emmis Capital, could have a material adverse effect on the trading price of our Common Stock.

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

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of our Common Stock and Warrants may be volatile, and could, following a sale decline significantly and rapidly.

offering price for the Units will be determined by negotiations between us and the underwriters and may not be indicative of prices for our Common Stock and Warrants that will prevail in the open market following this Offering. The market price of our Common Stock and Warrants may decline below the initial offering price of the Units, and you may not be able to sell your shares of Common Stock at or above the price you paid in the Offering, or at all. Following this Offering, the public price of our Common Stock and Warrants in the secondary market will be determined by private buy and sell transaction orders collected from broker-dealers.

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and 84 more changes in the filing

Capitalization 28 changes

The following table sets forth our cash and our capitalization as of on an actual basis; September 30, 2022:

on a pro forma basis, to reflect (1) the mandatory conversions of convertible notes as of September 30, 2022 (and accrued interest does not include convertible notes issued thereafter) in the amount of $555,682, $510,755, net of unamortized discount and deferred financing fees of $9,149 and the elimination of the derivative liability of $164,888 due to the embedded conversion feature $5,245, plus accrued interest of the convertible notes 69,453 $71,376 for 73,409 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) and the elimination of the derivative liability of $166,035 valued at September 30, 2022 due to the embedded conversion feature of the convertible notes;

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 of approximately $1,966,000 payable by us and the application repayment of the net proceeds as described under "Use a Note Payable with a principal balance plus accrued interest of Proceeds" $250,907 as September 30, 2022 that matures on the Offering date 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) or the repayment of $450,000 exercise of promissory notes due to Mr. Joseph La Rosa, our Chief Executive Officer. the Representative's Warrant.

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

As of September 30, 2022

Convertible debt, net of deferred financing fees of $5,245 (1)

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Notes payable, stockholder

Accrued expenses (1)(2)

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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 3,889,453 shares pro forma as adjusted - - - Additional paid-in capital 1,145 1,866 7,306 Accumulated deficit (2,573 ) (2,608 ) (2,608 ) Total stockholders' equity (deficit) (1,428 ) (772 ) 4,698 Total capitalization $ 244 $ (292 ) $ 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.

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

Preferred stock, $0.0001 par value, 50,000,000 shares authorized, and 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding, actual; 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding pro forma and pro forma as adjusted - - - Common stock, $0.0001 par value per share, 250,000,000 shares authorized, 3,000,000 shares issued and outstanding, actual; 3,073,409 shares issued and outstanding, pro forma, and 6,441,640 shares pro forma as adjusted (3) Additional paid-in capital (4) 425,316 1,173,474 4,705,189 Accumulated deficit (3,254,454 ) (3,254,454 ) (3,254,454 ) Total stockholders' equity (deficit) (2,828,838 ) (2,080,673 ) 1,451,379 Total capitalization $ (1,496,749 ) $ (1,425,373 ) $ 1,856,679 (1) The convertible debt and accrued interest outstanding as of September 30, 2022, net of deferred financing fees of $5,245, is $582,131, which includes accrued interest of $71,376 classified as "Accrued expense" on the balance sheet. The value of the convertible debt plus accrued interest on the estimated Offering date of January 15, 2023 is excepted to be $700,951, with all deferred financing fees fully amortized, and is expected to convert into 87,605 shares at the assumed offering price of $10.00. The "Unaudited pro forma" column reflects the 73,409 shares that would be issued as of September 30, 2022 and the "Unaudited pro forma as adjusted" column reflects the 87,605 shares that are expected to be issued on the Offering date.

(2) A Note Payable matures on the closing date of this Offering. As of September 30, 2022, the Note has a principal balance of $250,000 and accrued interest of $907, which is classified as "Accrued expense " on the balance sheet.

(3) The number of shares of Common Stock increased by 73,409 from the "Unaudited actual" column to the "Unaudited pro forma" column to reflect the conversion of the convertible debt valued at September 30, 2022. The number of shares of Common Stock increased by 3,441,640 from the "Unaudited actual" column to the "Unaudited pro forma, as adjusted," which includes the conversion of the convertible debt valued at the expected offering date of January 15, 2023 for 87,605 shares. The outstanding pro forma and pro forma as adjusted immediately following this Offering excludes:

700,000 shares of Common Stock issuable upon the exercise of the Warrants offered and sold as a part of the Units in this Offering;

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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 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

for all periods set forth in this prospectus reflect the completion of the Reverse Stock Split, which was effective on March 21, 2022.

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;

25,000 shares of Common Stock issuable upon the exercise of the the Lender Warrants;

15,000 shares of Common Stock issuable as the Lender Shares;

25,000 shares of Common Stock issuable upon the exercise of the CEO Warrants;

30,000 shares of Common Stock issuable as the CEO Shares;

40,000 shares of Common Stock underlying the stock options to be granted to directors; and ● 2,000 shares of Common Stock issuable to our Chief Technology Officer that will vest on February 1, 2023. ("Vesting Shares");

The increase in the "Unaudited actual" column to the "Unaudited pro forma" column reflects the conversion of the convertible debt and accrued interest valued at September 30, 2022 of $582,131 and the derivative liability of $166,035, less the par value of the shares issued in Common Stock. The increase in the "Unaudited pro forma" column to "Unaudited pro forma, as adjusted" reflects the net proceeds from the offering of $5,034,000 less the elimination of cash and non-cash deferred offering costs of $1,076,000 and $426,000, respectively, less the par value of the shares issue in Common Stock.

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 $1.9 $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. 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 $0.6 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 $1.3 $0.9 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 $1.2 $0.9 million.

The share and per share amounts

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

Dilution 28 changes

We calculate net tangible book value per share by dividing the net tangible book value (tangible assets less total liabilities) by the number of outstanding shares of our Common Stock.

The following table illustrates

If you invest in our Units in

in this Offering, your interest in our Common Stock will be diluted to the extent of the difference between the initial public offering price per share of our Common Stock (calculated for purposes of this discussion to be the initial public offering price of the Unit) and the pro forma as adjusted net tangible book value per share of our Common Stock after this Offering. We calculate net tangible book value per share by dividing the net tangible book value (tangible assets less total liabilities) by the number of outstanding shares of our Common Stock.

Our historical net tangible book

book value (deficit) as of June September 30, 2022, was ($1,428,132) is ($4,330,370) or ($0.46) ($1.44) per share of Common Stock, based on 3,120,000 3,000,000 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, $582,131, net of unamortized discount deferred financing fees of $34,149 $5,245, and the elimination of the derivative liability of $163,511 $166,035 due to the embedded conversion feature of the convertible notes, our pro forma as adjusted net tangible book value as of June September 30, 2022 would be $4,205,544 $1,451,379 or $1.10 $0.23 per share, based on 6,441,640 shares of our Common Stock outstanding. This represents an immediate increase in the pro forma as adjusted net tangible book value of $1.50 $1.67 per share to existing stockholders and an immediate dilution of $8.50 $9.77 per share to investors purchasing shares in this Offering.

illustrates the per share dilution (1) :

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Over-Allotment Option;

Representative's Warrants;

● 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.

Historical net tangible book value per share as of June September 30, 2022 (0. 77 (1.44 ) Increase in net tangible book value per share attributable to new investors $ 1.76 1.67 Pro forma as adjusted net tangible book value per share after the Offering $ 0.99 0.23 Dilution per share to new investors $ 9.01 9.77 (1) The per share dilution calculation excludes the following:

● 105,000 700,000 shares of Common Stock issuable upon the exercise of the Warrants offered and sold as a part of the Units in this Offering;

● 42,000 105,000 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;

20,000 shares of Common Stock issuable upon the exercise of the Consultant Warrants;

25,000 shares of Common Stock issuable upon the exercise of the Lender Warrants;

15,000 shares of Common Stock issuable as the Lender Shares;

25,000 shares of Common Stock issuable upon the exercise of the CEO Warrants;

30,000 shares of Common Stock issuable as the CEO Shares;

40,000 shares of Common Stock underlying the stock options to be granted to directors; and ● 2,000 shares of Common Stock issuable to our Chief Technology Officer that will vest on February 1, 2023.

The share and per share amounts for all periods

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

If the underwriters exercise their option

If the underwriters exercise their option in full, the pro forma as adjusted net tangible book value per share as of June September 30, 2022, after giving effect to this Offering would be $1.21 $0.37 per share, and the dilution in net tangible book value per share to investors in this Offering would be $8.79 $9.63 per share.

The following table shows, as

The following table shows, as of June September 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 for the Units, 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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Each $1.00 increase (decrease)

(decrease) in the assumed public offering price per Unit would increase (decrease) the pro forma as adjusted net tangible book value by $0.17 $0.10 per share (assuming no exercise of the underwriters' option to purchase additional shares) and the net tangible book value dilution to investors in this Offering by $0.83 $0.90 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

Dividend policy 21 changes

We have not paid any cash

In 2020, we paid dividends to

the members of the LLCs in the amount of $559,928.

In 2021, we paid dividends to

the members of the LLCs until our reorganization in August 2021 and then to the stockholders of the Company in the amount of $610,379.

For the period ended September

30, 2022, we paid dividends to the stockholders of the Company in the amount of $200,027.

After the closing of this Offering,

dividends on our Common Stock to date, and our board of directors intends to continue a policy of retaining retain all earnings, if any, for use in our operations and not pay dividends to our stockholders for the foreseeable future. We are organized under the Nevada Revised Statutes, which prohibits the payment of a dividend if, after giving it effect, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved, to satisfy the preferential rights upon dissolution of any preferred stockholders. Any determination by our board to pay dividends in the future to stockholders will be dependent upon our operational results, financial condition, capital requirements, business projections, general business conditions, any debt related financial covenants, statutory and regulatory restrictions and any other factors deemed appropriate by our board.

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For more information see the section " Risk Factors ."

Prior to this Offering, our

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

of Octo ber 11, December 14, 2022, 3,120,000 3,000,000 shares of Common Stock are were issued and outstanding and held by three two stockholders of record.

We also have outstanding

We also have outstanding 2,000 shares of Series X Super Voting Preferred Stock held by Mr. La Rosa, our principal executive officer, that provides to Mr. La Rosa 10,000 votes per share when voting with the Common Stock.

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We have reserved 2,500,000

We have reserved 2,500,000 shares of Common Stock issuable under the 2022 Plan as adjusted for the 10-for-1 Reverse Stock Split on March 21, 2022. This number is subject to adjustment in the event of a sub-division, consolidation, share dividend or other change in our capitalization.

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The board of directors

has the power to amend, suspend or terminate the Plan without stockholder approval or ratification at any time or from time to time. No change may be made that increases the total number of shares of our Common Stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders within one year.

The shares underlying any

any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of shares, expire or are otherwise terminated (other than by exercise) under the 2022 Plan will be added back to the shares available for issuance under the 2022 Plan.

MD&A 173 changes

The following discussion and analysis

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

Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed under "Risk Factors" included elsewhere in this prospectus.

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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 five states in the United States and Puerto Rico. Our real estate brokerage offices, both corporate and franchised, are staffed with more than 2,380 2,370 licensed real estate brokers and sales associates.

La Rosa Holdings Corp. was

was organized in June 2021 by its founder, Mr. Joseph La Rosa, to become the holding company for five Florida limited liability companies in which Mr. La Rosa held or controlled 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.

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

Historical results are not

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. At that time, we issued 4,620,000 3,000,000 shares of our Common Stock and all 2,000 shares of the Series X Super Voting Preferred Stock were issued to Mr. La Rosa in consideration of his past services to the combined entities. We refer to this reorganization as the Exchange Transactions. The Exchange Transactions did not affect our operations, which we continue to conduct through our operating subsidiaries.

Prior to and 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 June September 30, 2022 and 2021 have been presented on a consolidated basis.

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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As the economy moves 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.

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.

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 October 2022 was $401,990, up 12.0% from the prior year and median price for condo-townhouse units was $310,00 up 19.2% over the year-ago figure. The median is the midpoint; half the homes sold for more, half for less. While real estate appreciation has slowed nationally, real estate appreciation in Florida remains among the highest rates in the country. However, the housing market in Florida is experiencing a slow down like the rest of the country. Closed sales of single-family homes statewide in October 2022 totaled 20,837, down 24.6% year-over-year, while existing condo-townhouse sales totaled 8,406, also down 29% over September 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.

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We continue to evaluate

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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are driven by the total number of sales agents in our Company, the number of sales agents closing commercial residential real estate transactions, the number of sales agents utilizing our coaching services, and the number of agents who work with our franchisees. We grew our total agent count from our founding in 2004 to approximately 2,380 2,370 agents as of the date of this prospectus.

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

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30, 2022 (Unaudited)

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Various factors affected

Various factors affected our results for the periods presented in this "Management's Discussion and Analysis of Financial Condition and Results of Operations." The majority of our revenue is derived from fees and dues based on the number of agents working under the La Rosa Realty brand. Due to the low fixed cost structure of both our Company and franchise models, the addition of new sales agents generally requires little incremental investment in capital or infrastructure. Accordingly, the number of commissions producing sales agents in our Company and our franchisees is the most important factor affecting our results of operations and the addition of new agents can favorably impact our revenue and our earnings before interest, taxes, depreciation and amortization ("EBITDA"). Historically, the number of agents in the residential real estate industry has been highly correlated with overall home sale transaction activity. We believe that the number of agents and those that produce commissions in our network is the primary statistic that drives our revenue. Another major factor is the cyclicality of the real estate industry that has peaks and valleys depending on macroeconomic conditions that we cannot control. And finally, our revenues fluctuate based on the changes in the aggregate fee revenue per sales agent as a significant portion of our revenue is tied to various fees that are ultimately tied to the number of agents, including annual dues, continuing franchise fees and certain transaction or service-based fees. Our revenue per agent also increases in other ways including when transaction sides and transaction sizes increase since a portion of our revenue comes from fees tied to the number and size of real estate transactions closed by our agents. Given the low fixed cost structure of our franchise model, modest increases in revenue per sales agent can have a significant impact on our profitability. Our annual fee revenue per sales agent was $100 for the years ended December 31, 2021 and 2020 and was $100 for the nine months ended September 30, 2022.

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the completion of this Offering, we may recognize certain compensation expenses including compensation expense of approximately $420,000 related the granting of vested restricted stock units with respect to 42,209 shares of our Common Stock to our senior executive officers, as described in "Executive Compensation-Equity Grants in Conjunction with this Offering".

In connection with the completion

of this Offering, we may recognize certain compensation expenses including compensation expense of approximately $10,150,000 related the granting of restricted stock awards with respect to 1,015,000 shares of our Common Stock to our senior executive officers, as described in "Security Ownership Of Certain Beneficial Owners And Management". In addition, we expect to grant restricted stock units representing shares of our Common Stock to our employees, contractors, and directors in connection with the completion of this Offering under our 2022 Equity Incentive Plan and will incur a charge of $214,000 $1,984,250 related to stock-based compensation for the remainder of 2022. in 2023. We will incur additional charges in the future related to additional equity grants under our 2022 Equity Incentive Plan. We also expect our selling, operating and administrative expenses to increase in the near-term as we add additional personnel and incur additional expenses that we did not incur as a private company, including costs related to becoming a public company and compliance with related governance and disclosure requirements.

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Depreciation and amortization . Depreciation and amortization expense consists of our depreciation expense related to our investments in property and equipment and our amortization of long-lived assets and intangibles, which consists principally of capitalized software, trademarks and franchise agreement amortization. Depreciation and amortization expense may increase as we continue to pursue acquisitions.

Gains and losses on sale of assets . Gains and losses on sale of assets are recognized when assets are disposed of for amounts greater than or less than their carrying values.

Other Income (Expenses), Net

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net include interest expense, interest income, foreign currency transactions gains and losses, losses on the early extinguishment of debt and change in fair value of derivatives.

net includes interest expense, interest income, amortization of deferred financing fees, gains on the forgiveness of debt, and changes in the fair value of derivatives.

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The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. In addition to commission, revenue from real estate brokerage services (residential) consists of annual and monthly dues charged to our agents for providing systems, accounting, marketing tools and compliance services.

The annual and monthly dues are recognized each month as services are provided.

The Company serves as a licensed

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

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Revenue is recognized over the period of the annual dues or the duration of the franchisee agreement.

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.

management services on a contractual basis for owners of and investors in residential, office, industrial and retail properties.

management services on a contractual basis for owners of and investors in office, industrial and retail properties. These services include managing daily operations of the property, tenant background screening, overseeing the tenant application process, and accounting services. We are compensated for our services through a flat monthly management fee. We are also sometimes reimbursed for our repair costs directly attributable to the properties under management. These costs are not included in the transaction price as the customer is the party receiving these services. Property management services represent a series of distinct daily services rendered over time. Consistent with the transfer of control for distinct, daily services to the customer, revenue is recognized at the end of each period for the fees associated with the services performed. The amount of revenue recognized is presented gross for any services provided by our employees, as we control them. We generally do not control third-party services delivered to property management clients. As such, we generally report revenues net of third-party reimbursements.

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When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the "buy" side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction.

The Company serves as a licensed

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

Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction at a rate of 10% of the gross commission income. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. The Company also charges customers a fixed monthly membership fee.

The Company also charges customers a fixed monthly membership fee.

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In January 2021 the FASB issued ASU

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

In February 2016, the FASB established

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

In December 2019, the

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

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In February 2016, the FASB established

Topic 842, Leases, by issuing ASU No. 2016-02 ("ASU 2016-02"), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective for the Company for fiscal years beginning after December 15, 2021 and for interim periods after the year of adoption. The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements and intends to adopt the standard for the year ended December 31, 2022.

In June 2016, the FASB issued ASU

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

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In August 2020, the FASB issued ASU

FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the "own stock" scope exception (see FG 5) and certain aspects of the EPS guidance. As the Company expects to qualify for the smaller reporting company determination, the effective date for this ASU is for our fiscal year beginning after December 15, 2023, and the Company has not determined the impact of possible early adoption.

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of evaluating the benefits of relying on other exemptions and reduced reporting requirements under the JOBS Act. Subject to certain conditions, as an emerging growth company, we may rely on certain of these exemptions, including without limitation, from the requirements of: (i) providing an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an emerging growth company until the earlier to occur of : (1) the last day of the fiscal year (a) following the fifth anniversary of the effectiveness of this registration statement, (b) in which we have total annual gross revenues of at least $1.07 $1.235 billion, or (c) in which we are deemed to be a "large accelerated filer" under the rules of the SEC, which means the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the prior December 31st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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Our unaudited statements of operations for the six months ended June

Six Nine months ended June September 30, 2022 compared to the six months nine

months ended September 30, 2021

Our unaudited statements

of operations for the nine months ended September 30, 2022 and 2021 as discussed herein are presented below.

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Shares used in computing net income per share attributable to Common Stockholders, basic 3,113,370 and diluted 3,110,769 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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and 108 more changes in the filing

Unaudited pro forma financial statements 112 changes

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and 112 more changes in the filing

Business 84 changes

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and 84 more changes in the filing

Management 16 changes

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Executive and director compensation 58 changes

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and 58 more changes in the filing

Transactions with related persons 33 changes

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Principal stockholders 21 changes

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Selling stockholders 116 changes

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Description of the securities 79 changes

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Shares eligible for future sale 10 changes

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and 10 more changes in the filing

Material u.s. federal income tax considerations 2 changes

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Plan of distribution 30 changes

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Experts 2 changes

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Index to the financial statements 295 changes

and 295 more changes in the filing

Notes to the financial statements 86 changes

and 86 more changes in the filing

Legal proceedings 3 changes

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Note 6: DEBT (continued) 1 change

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Note 7: EQUITY 5 changes

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1 unchanged paragraph

2 unchanged paragraphs

and 5 more changes in the filing

Note 9: INCOME TAXES 2 changes

13 unchanged paragraphs

and 2 more changes in the filing

Note 10: SUBSEQUENT EVENTS 26 changes

7 unchanged paragraphs

17 unchanged paragraphs

7 unchanged paragraphs

5 unchanged paragraphs

5 unchanged paragraphs

and 26 more changes in the filing

Financial statements 12 changes

30 unchanged paragraphs

9 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

56 unchanged paragraphs

12 unchanged paragraphs

2 unchanged paragraphs

168 unchanged paragraphs

and 12 more changes in the filing

Other Expenses of Issuance and 2 changes

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

and 2 more changes in the filing

Recent Sales of Unregistered Securities 29 changes

3 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

and 29 more changes in the filing

Exhibits 6 changes

4 unchanged paragraphs

7 unchanged paragraphs

2 unchanged paragraphs

and 6 more changes in the filing

Undertakings 2 changes

25 unchanged paragraphs

6 unchanged paragraphs

and 2 more changes in the filing