La Rosa Holdings: securities offering (amended)

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Commission on April 26, 2023.

As filed with the U.S. Securities and Exchange Commission

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Subject to Completion, Dated April May 19, 2023

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public sale: (i) 70,000 shares of our Common Stock issuable to the representative of the underwriters ("Representative")

by La Rosa Holdings Corp., a Nevada corporation (the "Company"). We are offering 1,400,000 1,000,000 shares of our Common Stock, $0.0001 par value per share (the "Common Stock" or the "Securities"), in a firm commitment underwritten public offering (this "Offering") at an initial public offering price of $5.00 per share.

We have also registered for public sale: (i) 50,000 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 (or 80,500 57,500 shares if the Representative exercises the over-allotment option in full); and (ii) 2,363,466 2,376,757 shares of Common Stock held by 161 selling stockholders (the Representative 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

Common Stock held by 170 selling stockholders (the Representative 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. The shares to be sold by the Selling Stockholders (the "Selling Stockholder

Stockholders (the "Selling Stockholder Shares") will not be purchased by the underwriters or otherwise included in the underwritten offering of our Common Stock 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)

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.

has been no public market our Common Stock prior to this Offering. Our We have applied to list the Common Stock has been approved for listing on the Nasdaq Capital

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Offering, our Founder, Chairman of the board of directors and Chief Executive Officer, Mr. Joseph La Rosa, will control 82.8% 84.0% of the total 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

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Investing in our Securities

in our Securities involves a high degree of risk. See "Risk Factors" beginning on page 17 of this prospectus for a discussion of information that should be considered in connection with an investment in our Securities.

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Prospectus summary 142 changes

SUMMARY OF THE OFFERING

SUMMARY FINANCIAL DATA

This summary highlights certain information

about us and this Offering contained elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our Securities and should be read in conjunction with the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our Common Stock, you should carefully read the entire prospectus, including "Risk Factors" beginning on page 17, "Management's Discussion and Analysis of Financial Condition and Results of Operations," beginning on page 45 and the combined financial statements and related notes thereto included in this prospectus.

Concurrently with the

closing of this Offering, we plan to acquire one limited liability company and one corporation, that are currently franchisees of the Company, in separate acquisitions: Horeb Kissimmee Realty LLC (sometimes referred to herein as "Kissimmee") and La Rosa Realty Lake Nona, Inc.(sometimes referred to herein as "Lake Nona"). We collectively refer to these transactions as the "Combinations."

operate primarily in the United States residential real estate market which totaled $45.3 trillion at the end of 2022, up by a record $8.8 trillion since 2020, but down about $2.3 trillion, or 4.9%, from the June 2022 peak of $47.7 trillion according to Redfin Corp. We are currently the holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate companies. Our primary business, La Rosa Realty, LLC, has been listed in the "Top 75 Residential Real Estate Firms in the United States" by the National Association of Realtors (the "NAR"), the leading real estate industry trade association in the United States.

business was founded by Mr. Joseph La Rosa, a successful real estate developer, business and life coach, author, podcaster and public speaker. Mr. La Rosa's self-help book "Do It Now" is a roadmap to personal success and well-being based on his transformative theories of family, passion, and growth. His philosophy, seminars and educational forums have attracted numerous successful realtors that have spurred the growth of our business.

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 24 La Rosa Realty franchised real estate brokerage offices and four affiliated real estate brokerage offices that pay us fees in five states in the United States and Puerto Rico. Our real estate brokerage offices, both corporate and franchised, are staffed with approximately 2,450 licensed real estate brokers and sales associates.

have built our business by providing the home buying public with well trained, knowledgeable realtors who have access to our proprietary and third-party in-house technology tools and quality education and training, and valuable marketing that attracts some of the best local realtors who provide value-added services to our home buyers and sellers that are attracted to our brands. We give our real estate brokers and sales agents who are seeking financial independence a turnkey solution and support them in growing their brokerages while they fund their own businesses. This enables us to maintain a low fixed-cost business with several recurring revenue streams, yielding relatively high margins and cash flow.

agent-centric commission model enables our sales agents to obtain higher net commissions than they would otherwise receive from many of our competitors in our local markets. Moreover, we believe that our proprietary technology, training, and the support that we provide to our agents at a minimal cost to them is one of the best offered in the industry.

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.

related to the COVID-19 pandemic resulted in a downturn in our local residential real estate market in 2020. However, our local real estate market rebounded significantly in 2021 and continues to hold up notwithstanding significant increases in mortgage rates as the pandemic has caused what appears to be a large migration into our market areas from other states. Because nearly all 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 did not affect the productivity of our sales agents in 2022 or in 2021.

addition, a significant 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 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 these activities are run through our La Rosa Coaching, LLC subsidiary which teaches advanced techniques for team building, personal growth, and business development, which we believe will enhance our 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 Offering to enhance our gross revenues and profit margins.

face competition 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 commissions and a do-it-yourself philosophy. We believe that our highly trained agents who work one-on-one with their clients 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"); (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"). Concurrently with the closing of this Offering, we will acquire a controlling interest in two of our franchisees: Horeb Kissimmee Realty LLC and La Rosa Realty Lake Nona, Inc. 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 Coaching, CRE, Franchising, Property Management and Realty. Under the Reorganization Agreement, each such company 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.

following chart illustrates the current corporate structure of our key operating entities:

Company conducts its operations through its five subsidiaries:

La Rosa Coaching, LLC is

engaged in the coaching, training and education of our real estate agents at every phase of the real estate business;

La Rosa CRE, LLC is a commercial

real estate brokerage where we represent buyers and sellers in the sale of commercial real estate and train and support our residential agents who are interested in pursuing commercial real estate sales;

La Rosa Franchising, LLC

is engaged in the sale, oversight, and provision of operating systems of independently owned and operated franchises of La Rosa Realty as well and the ongoing training and support for the franchise owners and staff;

Rosa Property Management, LLC is engaged in providing training, compliance, support and accounting services for La Rosa Realty agents engaged in long-term residential rental property management; and 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.

Immediately after the closing

of this Offering and upon the closing of the Combinations, our organization chart will be as follows:

Each of Horeb Kissimmee Realty,

LLC and La Rosa Realty Lake Nona, Inc. is engaged in the residential real estate brokerage business.

Risks Associated with Our Business

business and prospects may be limited by several risks and uncertainties that we currently face, including the following:

The outbreak of the COVID-19

coronavirus pandemic had a material effect on our business in 2020, and, if there are significant future outbreaks, could continue to do so.

The residential real estate

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

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.

The ability of homebuyers

to obtain financing in the U.S. residential real estate market at favorable rates and on favorable terms could have a material effect on our financial performance and results of operations.

Under the rules of the

Nasdaq Capital Market, we will be a "controlled company" within the meaning of the corporate governance rules of The Nasdaq Capital Market and, although we do not presently intend to rely on certain exemptions from the corporate governance requirements of those rules, we may do so in the future.

We may fail to successfully

execute our strategies to grow our business, including acquiring a controlling interest in several our current franchisees and growing our agent count.

Our business depends on

a strong brand, and any failure to maintain, protect, and enhance our brand would hurt our ability to grow our business, particularly in new markets where we have limited brand recognition.

Loss of the services of

our Founder, Joseph La Rosa, our Chief Executive Officer and our Chairman of the board of directors, and our other current executive officers could adversely affect our operations.

Competition in the residential

real estate business is intense and may adversely affect our financial performance.

The failure to attract

and retain highly qualified and successful agents and franchisees could compromise our ability to pursue our growth strategy.

Our financial results are

affected directly by the operating results of our agents and franchisees, over whom we do not have direct control.

Our operating results are

subject to seasonality and vary significantly among quarters during each calendar year, making meaningful comparisons of consecutive quarters difficult.

Our business could be adversely

affected if we are unable to expand, maintain, and improve the systems and technologies that we rely on to operate.

Our business, financial

condition, and reputation may be substantially harmed by security breaches, cybersecurity incidents, and interruptions, delays and failures in our systems and operations.

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.

Failure to protect our

intellectual property rights could adversely affect our business.

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.

We are subject to certain

risks related to litigation filed by or against us, and adverse results may harm our business and financial condition.

In addition, we face other risks

and uncertainties that may materially affect our business prospects, financial condition and results of operations. You should consider the risks discussed in "Risk Factors" starting on page 17 and elsewhere in this prospectus before investing in our Common Stock.

Our principal executive office

is located at 1420 Celebration Boulevard, 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 or on our social media is not part of, and is not incorporated by reference into, this prospectus.

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.

of Convertible Notes

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 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 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 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 Common Stock multiplied by 0.80. In December 2022, the 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.

In March and April 2023,

we exchanged, in a private placement under Sections 3(a)(9) and 4(a)(2) of the Securities Act, 16 of the above convertible promissory notes, representing an aggregate amount of principal and accrued interest of $497,835, for 491 shares of our Series A Preferred Stock at an exchange rate of $1,000.00 per share. For a description of our Series A Preferred Stock, see "- Issuance of Series A Preferred Stock," and "Description of the Securities," below.

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Risk factors 7 changes

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shares of Common Stock issuable upon the exercise of the Representative's Warrants (or 80,500 57,500 shares if the Representative exercises the over-allotment option in full);

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We have derived the statement of operations data for the years ended December 31, 2022, and 2021 from our audited financial statements included elsewhere in this prospectus. The share and per share amounts for all periods reflect We have derived the completion statement of operations data for the Reverse Stock Split, which was effective on three months ended March 21, 2022, 31, 2023, and the Forward Stock Split, which was effective on April 17, balance sheet data as of March 31, 2023, from our historical results are not necessarily indicative of the results that should be expected unaudited financial statements included elsewhere in the future. 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, and the Forward Stock Split, which was effective on April 17, 2023. Our historical results are not necessarily indicative of the results that should be expected in any future period.

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Three Months ended March 31,

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Total stockholders' equity (deficit) before non-controlling interest (1,284,638 ) 823,401 (2,877,995 ) 2,948,689 (1) The pro forma column in the balance sheet data above as of December 31, 2022 gives effect to (1) the sale of Securities for cash in this Offering at the public offering price of $5.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us (the eight percent (8.0%) underwriters' discount, one percent (1.0%) non-accountable expense, accountable expenses of approximately $190,000 and $1,540,000 of estimated offering costs to be paid in cash of which approximately $1,330,000 was included in deferred offering costs as of December 31, 2022), in the total amount of $2,360,000, as if the sale of the Securities had occurred on December 31, 2022, (2) the issuance of Series A Preferred Stock in a private placement prior to this initial public offering in the amount of $676,000, (3) the exchange of related party promissory notes and accrued interest as of December 31, 2022 in the amount of $847,973, net of deferred debt discount of $469,785, for Series A Preferred Stock, (4) the exchange of certain convertible notes and accrued interest as of December 31, 2022 in the amount of $336,212 for Series A Preferred Stock, (5) the conversion of the mandatorily convertible Series A preferred stock into Common Stock, (6) the mandatory conversion of the remaining convertible notes and accrued interest as of December 31, 2022 in the amount of $341,388, net of debt discount and deferred financing fees of $20,221, into Common Stock, (7) the elimination of the derivative liability of $1,022,879 associated with the embedded conversion feature of the convertible notes and the issuance of stock awards and conversion rights related to debt issued in the fourth quarter of fiscal year 2022, and (8) the repayment of notes payable and accrued interest that matures on the closing date of this Offering in the amount of $255,272, net of debt discount of $276,990, as of December 31, 2022.

(2) The pro forma column in the balance

sheet data as of March 31, 2023 gives effect to (1) the sale of Securities for cash in this Offering at the public offering price of $5.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us (the eight percent (8.0%) underwriters' discount, one percent (1.0%) non-accountable expense, accountable expenses of approximately $190,000 and $1,569,000 of estimated offering costs to be paid in cash of which approximately $1,374,000 was included in deferred offering costs as of March 31, 2023), in the total amount of $2,209,000, as if the sale of the Securities had occurred on March 31, 2023, (2) the additional issuance of Series A Preferred Stock subsequent to March 31, 2023 in a private placement prior to this initial public offering in the amount of $260,000, (3) the additional exchange of certain convertible notes subsequent to March 31, 2023 and accrued interest as of March 31, 2023 in the amount of $308,383 for Series A Preferred Stock, (5) the conversion of the mandatorily convertible Series A preferred stock into Common Stock, (6) the mandatory conversion of the remaining convertible note and accrued interest as of March 31, 2023 in the amount of $20,921, net of debt discount and deferred financing fees of $4,958, into Common Stock, (7) the elimination of the derivative liability as of March 31, 2023 of $668,492 associated with the embedded conversion feature of the convertible notes and the issuance of stock awards and conversion rights related to debt issued in the fourth quarter of fiscal year 2022, and (8) the repayment of notes payable and three originally convertible notes that mature on the closing date of this Offering in the amount of $508,970, net of debt discount of $126,815 plus accrued interest of $38,006 as of March 31, 2023, plus interest incurred after March 31, 2023 of $14,619.

Business 16 changes

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("BLS") reported that the Consumer Price Index for All Urban Consumers (CPI-U), a broad-based measure of goods and services costs, rose 0.1 percent in March 2023 on a seasonally adjusted basis, after increasing 0.4% in February 2023. The BLS noted that over the last 12 months, the all items index increased 5.0% before seasonal adjustment which was the smallest 12- month increase since the period ending May 2021. 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 4.75-5.00%, the highest level since September 2007 at the March 2023 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 April 20, 2023, the current average rate for a 30-year fixed rate mortgage reached 6.39% according to The Wall Street Journal , but fluctuates daily, sometimes hitting 7.00%, its highest level in 20 years. Peak mortgage interest rates dropped in early 2023, invigorating a housing market that had cooled precipitously at the end of 2022 and through January 2023, but rose again in February, squashing the early momentum, with total existing-home sales transactions that include single-family homes, townhomes, condominiums and co-ops, decreasing by 2.4% in March 2023 to a seasonally adjusted annual rate of 4.4 million, a 22.0% decline in year-over-year sales according to the NAR. The slowdown of home sales transactions resulted from many would-be buyers being priced out of homeownership while many homeowners with mortgage rates below 4.0% feeling stuck in place, since selling would mean taking on a mortgage with a significantly higher interest rate. The cooling economy, with stubbornly high inflation with resulting increasing home sale prices and the prospect of recession in the next 12 months, is keeping some buyers on the sidelines. This has had an adverse effect on our agents' ability to close sales and thus on our results of operations in the year ended December 31, 2022 and for the three months ended March 31, 2023. Thus, we expect these trends to continue to adversely affect our revenues for the rest of 2023. Any further increase in the Fed funds rate could push the U.S. economy into a recession which is likely to have a further negative effect on our operations, income and financial condition.

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Journal, there is now an unprecedented disparity in home sale prices nationally with home prices falling on an annual basis in all of the 12 major housing markets west of Texas, plus Austin, according to mortgage-data from Black Knight Inc.'s home-price index, but in the 37 biggest metro areas east of Colorado, except Austin, home prices rose year-over-year. In the Eastern half of the U.S., Florida and other Southern markets are still attracting companies and adding jobs, that resulted in a jump in Orlando home prices by 9.3%, and Miami prices rising 12%, the top increase among the 50 biggest metro areas as of the end of January 2023. Taking all into consideration, the median national existing-home sale price fell 0.9% in Marchto March to $375,00, the largest decrease since January 2012. This combination of higher mortgage rates and higher sales prices has kept many sellers, who would have to relinquish a mortgage at 4.0% or less, from selling, and has pushed many prospective buyers, especially first-time home buyers, out of the market. The number of homes on the market in the U.S. was unchanged at the end of March 2023from the prior month, reflecting a 2.6 month supply versus a 2.0 month supply in March 2022. Management expects the housing-market slowdown to persist throughout 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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We had a franchisee located in

had a franchisee located in Peru that recently closed and in 2022 but we may franchise other international locations in the future. For the years ended December 31, 2022 and 2021, revenue from these operations represented less than one percent (1.0%) of our total revenue. If we re-commence activities abroad, our international operations will be 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 negatively affect our profitability. Those international risks include:

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Based on our Common Stock

Based on our Common Stock outstanding as of April 26, May 19, 2023 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 54.5% 56.5% of our outstanding Common Stock (assuming the conversion of the Series A Preferred Stock and no exercise of the underwriters' option to purchase additional shares of Common Stock) and all 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, representing 82.8% 84.0% of the total voting power of our capital 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.

The interests of Mr. La Rosa may not coincide with the interests of other stockholders.

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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 control 82.8% 84.0% of the total voting power of our capital stock, we are considered a "controlled company" for the purposes of the listing requirements of the Nasdaq Capital Market. A controlled company is not required to have a majority of independent directors or form an independent compensation or nominating and corporate governance committee. Nevertheless, we have a majority of independent directors who will serve on our audit, compensation and nominating and corporate governance committees. However, although we have no current plans to do so, for as long as we remain a controlled company, we could take advantage of such exemptions in the future.

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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 in this Offering, you will suffer immediate and substantial dilution. At an initial public offering price of $5.00 per share with net proceeds to us of approximately $4,640,000, $2,791,000, after deducting estimated underwriting discounts and commissions and estimated offering expenses, investors who purchase our Common Stock in this Offering will have contributed approximately 100% 60% of the total amount of equity funding we have received to date, but will only hold less than 5% of the total voting rights (based on the number of shares of Common Stock purchased). The dilution will be $4.73 $4.92 per share in the net tangible book value of the Common Stock from the initial public offering price. In addition, if shares exercisable or convertible into our Common Stock are exercised and converted, and if options to purchase shares of our Common Stock under our 2022 Equity Incentive Plan are granted and exercised, there could be further dilution. For more information refer to "Dilution."

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Sales of a substantial number

Sales 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 4,492,209 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 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.

Based upon the number of shares of Common Stock outstanding as of the date of this prospectus, up to 3,951,426 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 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.

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or other securities by us, by the Selling Shareholders Stockholders or in the open market;

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We have issued: (i) 2,000 shares of our Series X Super Voting Preferred Stock to our Founder, Mr. Joseph La Rosa, that provides him with 10,000 votes per share when voting with the Common Stock; and 2,335 shares of our Series A Preferred Stock that will automatically convert to 667,116 shares of our Common Stock (based on an offering price of $5.00 per share in this offering) upon the closing of this Offering at a 30% discount to the per share price. Although we have no present intention to issue any additional shares of authorized preferred stock, there can be no assurance that we will not do so in the future.

Our articles of incorporation

articles of incorporation authorize us to issue up to 50,000,000 shares of blank check preferred stock of which 13,000 shares are currently authorized for issuance. Any preferred stock that we issue in the future may rank ahead of our other securities in terms of dividend priority or liquidation premiums and may have greater voting rights than our Common Stock. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of Common Stock, which could dilute the value of our Common Stock to current stockholders and could adversely affect the market price, if any, of our Common Stock. In addition, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our Company. We have issued: (i) 2,000 shares of our Series X Super Voting Preferred Stock to our Founder, Mr. Joseph La Rosa, that provides him with 10,000 votes per share when voting with the Common Stock; and 2,828 shares of our Series A Preferred Stock that will automatically convert to 807,964 shares of our Common Stock (based on an offering price of $5.00 per share in this offering) upon the closing of this Offering at a 30% discount to the per share price. Although we have no present intention to issue any additional shares of authorized preferred stock, there can be no assurance that we will not do so in the future.

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Use of proceeds 2 changes

estimate that the net proceeds to us from the sale of the Common Stock offered by us will be approximately $4,640,000 $2,791,000 based on an initial public offering price of $5.00 per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses. If the underwriters' option to purchase additional shares of Common Stock in this Offering is exercised in full, we estimate that our net proceeds will be approximately $5,595,000. $3,473,000. We will not receive any of the proceeds from the sale of our Common Stock by the Selling Stockholders or the Representative with respect to the Common Stock issuable upon exercise of the Representative's Warrant. However, upon any exercise of the Representative's Warrant, we will receive cash proceeds per share equal to the exercise price of the Representative's Warrant which is $5.50 per share (110% of the public offering price per share). If all 70,000 50,000 shares of Common Stock exercisable under the Representative's Warrant are exercised, the aggregate gross proceeds from the exercise of those warrants would be approximately $385,000 $275,000 (or $442,750 $316,250 if the Representative exercises the over-allotment option in full).

1 unchanged paragraph

we receive from this Offering for general corporate purposes, which may include financing our growth by acquiring more agents at a faster pace (15%), (10%), repayment of certain promissory notes issued by the Company (excluding those notes issued to Mr. Joseph La Rosa) (11%), (23%), developing new services (10%), acquisitions of controlling interest in a number of our franchisees (12%), (20%), the acquisition of other independent real estate brokerages, title insurance agencies, mortgage brokerages and other complementary businesses (15%), (10%), general operating expenses (22%) (17%) and the purchase and acquisition of proprietary technology (15%). (10%).

10 unchanged paragraphs

Capitalization 22 changes

(1) The convertible debt and accrued

interest outstanding as of December 31, 2022, net of deferred financing fees of $20,221, is $677,600, which includes accrued interest of $91,821 classified as "Accrued expense" on the balance sheet. Subsequent to December 31, 2022, the Company exchanged convertible debt with an outstanding balance of $341,580, including accrued interest of $40,580, for 337 shares of Series A Preferred Stock. The value of the remining convertible debt plus accrued interest on the estimated Offering date of May 12, 2023 is excepted to be $379,813, with all deferred financing fees fully amortized, and is expected to convert into 94,947 shares at the offering price of $5.00. The "Unaudited pro forma" column reflects the 92,322 shares that would be issued as of December 31, 2022 for the unexchanged convertible notes and the "Unaudited pro forma as adjusted" column reflects the 94,947 shares that are expected to be issued on the Offering date.

(2) The amount due to related party

and accrued interest outstanding as of December 31, 2022, net of deferred financing fees of $469,785, is $1,012,218, which includes accrued interest of $21,228 classified as "Accrued expense" on the balance sheet. On March 27, 2023, the Company exchanged a portion of the related party debt with an outstanding gross balance of $1,324,631, excluding debt discount of $469,785, but including accrued interest of $28,101, for 1,321 shares of Series A Preferred Stock.

(3) The Notes Payable mature on the

The following table sets forth

our cash and our capitalization as of March 31, 2023:

on a pro forma basis, the issuance of Series A Preferred Stock in a private placement subsequent to March 31, 2023 but prior to this initial public offering in the amount of $260,000; the conversion of 2,828 shares of the mandatorily convertible Series A preferred stock into 807,964 shares of Common Stock based on an offering price of $5.00 per share; the mandatory conversions of one remaining convertible note as of March 31, 2023 in the amount of $20,921, net of debt discount and deferred financing fees of $4,958, including accrued interest of $879, for 6,334 shares of Common Stock based on an offering price of $5.00 per share; and the elimination of the derivative liability of $668,492 associated with the embedded conversion feature of the convertible notes and the issuance of stock awards and conversion rights related to debt issued in the fourth quarter of fiscal year 2022;

on a pro forma as adjusted basis, to give effect to our sale of 1,000,000 shares of Common Stock in this Offering at an initial public offering price of $5.00 per share after deducting underwriting discounts and commissions and estimated offering expenses of approximately $2,209,000 payable by us and the repayment of Notes Payable and three originally convertible debt notes with an aggregate principal balance plus accrued interest of $508,970, net of debt discount of $126,815, as of March 31, 2023, that matures on the Offering date, and not reflecting the exercise of the underwriters' Over-Allotment Option or the exercise of the Representative's Warrant.

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

As of March 31, 2023

Accrued expenses (1)(2)

Derivative liability

Convertible debt, net of debt discount and deferred financing fees of $4,958 (1) 350,042 70,000 - Notes payable (2) 761,021 761,021 360,058 Stockholders' equity (deficit):

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; pro forma; and pro forma as adjusted - - - Common stock, $0.0001 par value per share, 250,000,000 shares authorized, 6,004,000 shares issued and outstanding, actual; 6,818,298 shares issued and outstanding, pro forma; and 11,674,020 shares pro forma as adjusted (3) 1,167 Additional paid-in capital (4) 3,993,032 5,250,747 6,241,938 Accumulated deficit (2) (5,278,270 ) (5,278,270 ) (5,419,703 ) Total stockholders' equity (deficit) (1,284,638 ) (26,842 ) 823,402 Total capitalization $ 587,446 $ 1,565,200 $ 1,543,517 (1) The convertible debt and accrued interest outstanding as of March 31, 2023, net of deferred financing fees of $4,958, is $416,601, which includes accrued interest of $66,559 classified as "Accrued expense" on the balance sheet. Subsequent to March 31, 2022, the Company exchanged convertible debt with an outstanding balance of $308,383, including accrued interest of $48,383, for 304 shares of Series A Preferred Stock. The value of the remining convertible debt plus accrued interest on the estimated Offering date of June 15, 2023 is expected to be $115,762, with all deferred financing fees fully amortized, of which $89,883 is expected to be repaid in cash, including accrued interest of $19,883, and $26,039, including $1,039 of accrued interest is expected to convert into 6,509 shares at the offering price of $5.00. The "Unaudited pro forma" column reflects the 6,334 shares that would be issued as of March 31, 2023 for the unexchanged convertible note expected to convert and the "Unaudited pro forma as adjusted" column reflects the 6,509 shares that are expected to be issued on the Offering date. The "Unaudited pro forma as adjusted" column reflects the interest charge incurred subsequent to March 31, 2023 on the convertible debt of $2,585 to "Accumulated Deficit" upon the repayment of the associated debt.

(2) The Notes Payable mature on the closing date of this Offering. As of December March 31, 2022, 2023, the Notes have a gross principal balance of $527,778 and a debt discount of $276,990, $126,815, with net debt of 250,788, $400,963, and accrued interest of $4,484, $20,708, which is classified as "Accrued expense" on the balance sheet. The "Unaudited pro forma as adjusted" column reflects the charge of the debt discount of $276,990 $126,815 and interest incurred on Notes Payable subsequent to March 31, 2023 to "Accumulated Deficit" upon the repayment of the associated debt.

(4) (3) The number of shares of Common Stock increased by

Stock increased by 763,438 814,298 from the "Audited "Unaudited actual" column to the "Unaudited pro forma" column to reflect the issuance of a stock grant to an employee during the first quarter of fiscal year 2023 (4,000 shares), the conversion of Series A Preferred Stock into Common Stock (677,116 (807,964 shares based on an offering price of $5.00 per share in this offering), and the conversion of the remaining convertible debt valued at December March 31, 2022 (92,322 2023 (6,334 shares). The number of shares of Common Stock increased by 5,297,291 4,872,305 from the "Unaudited actual" pro forma" column to the "Unaudited pro forma, as adjusted" column, which includes the conversion of the convertible debt valued at the expected offering date of May 12, June 15, 2023 for 94,947 6,509 shares. The outstanding pro forma and pro forma as adjusted columns immediately following this Offering excludes:

210,000 150,000 shares of Common Stock issuable upon the exercise of the Over-Allotment Option;

70,000 50,000 shares of Common Stock issuable upon the exercise of the Representative's Warrants (or 80,500 57,500 shares if the Representative exercises the over-allotment option in full);

6 unchanged paragraphs

The increase in the "Audited actual" column

The increase in the "Unaudited actual" column to the "Unaudited pro forma" column reflects the issuance of Series A Preferred Stock ($676,000); the exchange of related party debt to Series A Preferred Stock including the debt discount of $469,785 and accrued interest of $21,228 ($847,973); after March 31, 2023 ($260,000); the exchange of convertible debt to Series A Preferred Stock after March 31, 2023, including accrued interest of $35,212 ($336,212); $48,383 ($308,383); the conversion of the remaining convertible debt and accrued interest of $56,609, $25,879, less the debt discount of $20,221, $4,958, valued at December March 31, 2022 ($341,388), 2023 ($20,921), and the derivative liability ($1,022,879), ($668,492), 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 $4,640,000 $2,791,000 less the elimination of cash and non-cash deferred offering costs of $1,335,000 $1,374,000 and $426,000, respectively, less the par value of the shares issue in Common Stock.

2 unchanged paragraphs

Dilution 11 changes

3 unchanged paragraphs

value (deficit) as of December March 31, 2022, 2023 is ($4,638,442) ($3,083,960) or ($0.77) ($0.51) per share of Common Stock, based on 6,000,000 6,004,000 shares of our Common Stock outstanding after the 2-for-1 forward stock split effective April 17, 2023.

After giving effect to (1) our sale of 1,400,000 1,000,000 shares of our Common

shares of our Common Stock by us in this Offering at an initial public offering price of $5.00 per share, less the estimated underwriting discounts and commissions and the estimated offering expenses, and (2) the issuance of Series A Preferred Stock ($676,000); the exchange of related party debt for Series A Preferred Stock, net of debt discount of $469,785 plus accrued interest of $21,228 ($847,973); after March 31, 2023 ($260,000); the exchange of convertible debt for Series A Preferred Stock plus accrued interest after March 31, 2023 of $35,212 ($336,212); $48,383 ($308,383); the mandatory conversion of the remaining convertible notes, note, net of debt discount of $20,221 $4,958 and accrued interest of $56,609 ($341,388); $879 ($20,921); and the elimination of the derivative liability ($1,022,879), ($668,492), our pro forma as adjusted net tangible book value as of December March 31, 2022 2023 would be $3,224,452 $964,835 or $0.27 $0.08 per share, based on 12,060,729 11,690,603 shares of our Common Stock outstanding. This represents an immediate increase in the pro forma as adjusted net tangible book value of $1.04 $0.59 per share to existing stockholders and an immediate dilution of $4.73 $4.92 per share to investors purchasing shares in this Offering.

2 unchanged paragraphs

Historical net tangible book value per share as of December March 31, 2022 (0.77 2023 (0.51 ) Increase in net tangible book value per share attributable to new investors $ 1.04 0.59 Pro forma as adjusted net tangible book value per share after the Offering $ 0.27 0.08 Dilution per share to new investors $ 4.73 4.92 (1) The per share dilution calculation excludes the following:

1 unchanged paragraph

shares of Common Stock issuable upon the exercise of the Representative's Warrants (or 80,500 57,500 shares if the Representative exercises the over-allotment option in full);

7 unchanged paragraphs

If the underwriters exercise their

the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per share as of December March 31, 2022, 2023, after giving effect to this Offering, would be $0.34 $0.14 per share, and the dilution in net tangible book value per share to investors in this Offering would be $4.66 $4.86 per share.

The following table shows, as

following table shows, as of December March 31, 2022, 2023, the difference between the number of shares of Common Stock purchased from us, the total consideration paid to us for the shares, and the average price paid per share by existing stockholders and by investors purchasing our Common Stock in this Offering:

1 unchanged paragraph

Assuming the underwriters'

underwriters' over-allotment option is exercised in full, sales by us in this Offering will reduce the percentage of shares held by existing stockholders to 79% 84% and will increase the number of shares held by new investors to 21%. 16%.

Dividend policy 2 changes

3 unchanged paragraphs

No dividends have been paid

for the three-month period ending March 31, 2023 nor through the date of this Offering.

1 unchanged paragraph

Market for the common stock 4 changes

As of April 26, 2023, 6,004,000

to this Offering, 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 list our Common Stock has been approved for listing on the Nasdaq Capital Market, under the symbol "LRHC." For more information see the section " Risk Factors ."

As of May 19, 2023, 6,004,000 shares of Common Stock were issued and outstanding and held by three stockholders of record.

1 unchanged paragraph

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 and 2,335 2,828 shares of our Series A Preferred Stock that will automatically convert into 667,116 807,964 shares of our Common Stock (based on an offering price of $5.00 per share in this offering) on the closing date of this Offering at a 30% discount to the per share price. See "Description of the Securities."

6 unchanged paragraphs

MD&A 15 changes

3 unchanged paragraphs

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, 24 La Rosa Realty franchised real estate brokerage offices and four affiliated real estate brokerage offices that pay us fees in five states in the United States and Puerto Rico. Our real estate brokerage offices, both corporate and franchised, are staffed with more than 2,370 approximately 2,450 licensed real estate brokers and sales associates.

4 unchanged paragraphs

Prior to and through the date

of the Exchange Transactions, Mr. La Rosa was the majority member in each of Coaching, CRE, Franchising, Property Management and Realty.

Prior to and through the date of the Exchange Transactions, Mr. La Rosa was the majority member in each of Coaching, CRE, Franchising, Property Management and Realty. 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, 2022 and 2021 and interim periods ending March 31, 2023 and March 31, 2022 have been presented on a consolidated basis.

2 unchanged paragraphs

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 negatively impacted 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 the latest data from Florida Realtors, the statewide state wide median sale price for single-family homes in February 2023 was $395,000, up 3.5% from the prior year and median price for condo-townhouse units was $315,000 up 8.6% 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 state wide in February 2023 totaled 18,627, down 21.3% year-over-year, while existing condo-townhouse sales totaled 7,665, also down 30.2% from February 2022. Statewide State wide Florida inventory increased in February 2023 from a year ago for both existing single-family homes, increasing by 131.4%, and 106.0% for condo-townhouse units. The supply (active listings) of single-family existing homes increased by 100% in February 2023 to a 2.7-months' supply over the same month last year, while existing condo-townhouse properties increased to a 3.2-months' supply in February 2023, a 166.7% increase over the same month last year.

4 unchanged paragraphs

We grew our total agent count from our founding in 2004 to approximately 2,370 2,450 agents as of the date of this prospectus.

2 unchanged paragraphs

Percentage fees paid on agent-generated residential real estate transactions.

Percentage fees paid on agent-generated residential real estate transactions. Other revenues earned upon occurrence (annual and monthly dues charged to our agents).

8 unchanged paragraphs

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.

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, 2022 and of Our Expenses expenses include cost of revenue, selling, operating and administrative expenses, depreciation and amortization and the gains and losses on sales of assets. Set forth below is a brief discussion of some of the key operating expenses that impact our results of operations:

Our annual fee revenue per sales agent was $100 for the three months ended March 31, 2023 and 2022 and the years ended December 31, 2022 and 2021.

expenses include cost of revenue, selling, operating and administrative expenses, depreciation and amortization and the gains and losses on sales of assets. Set forth below is a brief discussion of some of the key operating expenses that impact our results of operations:

23 unchanged paragraphs

Management 26 changes

11 unchanged paragraphs

Because Mr. La Rosa will own

6,599,685 beneficially own 6,659,685 shares of our Common Stock and 2,000 shares of our Series X Super Voting Preferred Stock which has 10,000 votes per share when voting together with the Common Stock, which will represent in the aggregate 26,549,685 26,609,685 votes, he will be able to elect all of our directors and decide all other matters immediately after the closing of this Offering. Accordingly, we expect to be a "controlled company" as of the completion of this Offering under the Nasdaq rules. A controlled company is not required to have a majority of independent directors or form an independent compensation or nominating and corporate governance committee.

117 unchanged paragraphs

Name and principal position

Joseph La Rosa, Founder, President and

11 unchanged paragraphs

There were no outstanding

were no outstanding equity awards held by our NEOs as of December 31, 2022 and as of or December 31, 2021.

1 unchanged paragraph

have entered into employment agreement with Mr. Joseph La Rosa to act as our Chief Executive Officer. In addition, he serves as a director and Chairman of the board, and the board will, during the term, of his agreement, nominate and recommend him for election as a director but he will not receive any additional compensation in respect of his appointment as a director or Chairman of Company. The employment agreement of Mr. La Rosa is for an initial term of one year starting January 1, 2022, and will renew automatically for successive one-year periods thereafter unless prior to 90 days before the anniversary date, either party notices the other that it will not extend the agreement for another year. The Company will pay Mr. La Rosa an annual base salary of $500,000 during the term of the agreement, and he is eligible to receive a "Target Bonus" at the rate of 100% of his base salary and stock options for 1.0% of the total outstanding shares of Company Common Stock which will be payable to the extent the applicable performance goals are achieved which goals and payment matrices will be set by the compensation committee of the board. Mr. La Rosa will also be entitled to receive: (i) annual long term equity awards of at least 1.0% of the outstanding shares of the Company's Common Stock as determined by the compensation committee of the board inside or outside of any established equity plan, (ii) milestone equity awards in the total amount of 1,700,000 3,400,000 shares of the Company's Common Stock to be granted in the form of the Common Stock or options with cashless exercise provision (at the discretion of Mr. La Rosa) from time to time upon achievement by Mr. La Rosa of milestones described in the employment agreement, including 850,000 900,000 shares of Common Stock to be issued upon the closing of this Offering, and other benefits on terms and conditions similar to those applicable to other executive officers of the Company generally. The amount and terms of the long-term incentive awards awarded to him will be set by the compensation committee. He is also entitled to receive perquisites including a corporate automobile, cellular telephone, health and disability insurance and participation in the Company's 401(k) plan. Mr. La Rosa will be entitled to 40 days of annual vacation plus Company observed holidays per calendar year and will be reimbursed for his business travel expenses. Any amounts payable under the employment agreement are subject to any policy established by the Company providing for claw back or recovery of amounts that were paid to Mr. La Rosa. The Company will make any determination for claw back or recovery in its sole discretion and in accordance with any applicable law or regulation.

7 unchanged paragraphs

as of the closing date of this Offering, the compensation committee will grant to Mr. Metzroth 165,000 330,000 "restricted" shares of the Company's Common Stock. These shares shall be subject to an annual vesting schedule and vest evenly over a twenty four (24) month period, the first tranche to vest on the last day of the month after the month of the closing date of this Offering with the balance of such shares vesting monthly in 23 equal installments of 6,875 13,750 shares on the last day of each successive month. No portion of the equity awards shall be vested on the date of the agreement. Any equity awards granted by the Company to Mr. Metzroth that have not vested will terminate on the expiration or termination of the agreement for any reason.

6 unchanged paragraphs

Mr. Gracy's employment was terminated on November 15, 2022. All future equity awards have been forfeited. As of December March 31, 2022, 2023, the Company had paid Mr. Gracy severance payments of $20,750. Mr. Gracy has filed a lawsuit against the Company seeking back pay and additional severance payments. See "Business - Legal Proceedings."

47 unchanged paragraphs

La Rosa's mother made a loan to La Rosa Realty LLC which is interest free and due on demand and was used for working capital purposes.

That loan had an outstanding balance at December 31, 2022 and 2021 of $48,000.

Certain companies owned by Mr.

companies owned by Mr. La Rosa have from time-to-time loaned money to one or more of the Company's subsidiaries, affiliates or franchisees with balances that, in the aggregate, were less than $120,000 or 1% of the Company's average of total assets at March 31, 2023 and at December a loan to La Rosa Realty LLC which is interest free and due on demand and was used for working capital purposes. That loan had an outstanding balance at both March 31, 2022 2023 and 2021. at December 31, 2022 of $48,000.

1 unchanged paragraph

Office Condos LLC, a company owned by Mr. La Rosa, loaned funds totaling $556,268 to La Rosa Realty LLC to be used as working capital. That loan was interest free and had no fixed payment terms. The outstanding balance was $556,268 as of December 31, 2021. On December 31, 2022, Celebration Office Condo LLC forgave the loan for one share of Series A Preferred Stock.

That loan was interest free and had no fixed payment terms. On December 31, 2022, Celebration Office Condo LLC forgave the loan for one share of Series A Preferred Stock, which was issued in March 2023.

1 unchanged paragraph

There are no future minimum rental payments, and the lease may be cancelled at any time by Celebration Office Condos LLC.

LLC also leases a corporate office to La Rosa Realty, LLC. There was no rent expense for the year three months ended December March 31, 2022 and rent expense was $109,410 2023 or for the year ended December 31, 2021. 2022. There is no written agreement, and the rent is determined on a month-to-month basis. There are no future minimum rental payments, and the lease may be cancelled at any time by Celebration Office Condos LLC.

1 unchanged paragraph

free, due on demand, non-documented advance advances to La Rosa Realty, LLC for the general operations of the company. The outstanding balance was $75,591 $60,591 and $49,336, $75,591, as of March 31, 2023 and December 31, 2022, and 2021, respectively.

1 unchanged paragraph

LLC, a company owned by Mr. Joseph La Rosa, loaned funds to La Rosa Realty, LLC for the general operations of the Company. The outstanding balance was $40,654 as of both March 31, 2023 and December 31, 2022. and 2021.

1 unchanged paragraph

an interest free, due on demand non-documented advance to La Rosa Insurance LLC, a company owned by Mr. La Rosa, for the general operations of that company. The outstanding balance was $41,558 and $32,508 as of both March 31, 2023 and December 31, 2022. and 2021.

6 unchanged paragraphs

December 1, November 30, 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 300,000 600,000 shares of his Common Stock in exchange for the assignment by Mr. Bonilla of the ELP Note and the payment by Mr. Bonilla of $449,500 in cash. 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.

2 unchanged paragraphs

On May 4, 2023, the mother of Joseph La Rosa purchased 200 shares of the Company's Series A Preferred Stock.

2 unchanged paragraphs

In 2022, we paid $229,528

the period ended December 31, 2022, we paid $229,528.25 cash dividends to Joseph La Rosa who was the sole stockholder of the Company on or prior to November 14, 2022.

No dividends were paid for the three-month period ended March

31, 2023 nor through the date of this Offering.

2 unchanged paragraphs

Principal stockholders 249 changes

The following table sets

voting stock is determined in accordance with the rules of the SEC and includes any shares of Company voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days.

The following table sets forth certain information, as of April 26, May 19, 2023, with respect to the holdings of: (i) each person who is the beneficial owner of more than 5% of Company voting stock, (ii) each of our directors, (iii) each executive officer, and (iv) all of our current directors and executive officers as a group.

Beneficial ownership of the voting

stock is determined in accordance with the rules of the SEC and includes any shares of Company voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days. Applicable percentage ownership in the following table is based on 6,004,000 shares of Common Stock issued and outstanding on April 26, May 19, 2023, and 12,060,729 11,674,020 shares of Common Stock, including 667,116 807,964 shares of Common Stock upon the conversion of the Series A Preferred Stock, after the Offering assuming an offering of 1,400,000 1,000,000 shares of Common Stock (excluding 210,000 150,000 shares which may be issued upon exercise of the underwriters' Over-Allotment Option, 70,000 50,000 shares of Common Stock issuable upon the exercise of Representative Warrants (or 80,500 57,500 shares if the Representative exercises the over-allotment option in full), 40,000 shares of Common Stock issuable upon the exercise of Consultant Warrants, 50,000 shares of Common Stock issuable upon the exercise of Lender Warrants, 30,000 shares which could be issuable to Emmis Capital upon the closing of this offering, 50,000 shares issuable to Mr. La Rosa upon the exercise of his warrant, 60,000 shares which could be issuable to Joseph La Rosa as the CEO Shares).

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(President, CEO, and Chairman) (5)

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Carlos J. Bonilla (7)

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(3) Based on 12,060,729 shares of

(3) Based on 11,674,020 shares of Common

Common Stock issued and outstanding upon the closing of this Offering as described above and all shares of Common Stock the beneficial owner has the right to acquire within 60 days.

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(6) Effective as of the closing date of

this Offering, Mr. Metzroth will receive 335,000 "restricted" shares of the Company's Common Stock, which will vest evenly over a two-year period.

purchase 20,000 shares, with an exercise price per share equal to the initial offering price of one common share, that vest equally in tranches of 1,666.67 shares per month over the course of twelve months with the first tranche of options having vested in full on March 17, 2022. 2023.

(5) Includes 50,000 shares that may

may be exercised pursuant to his warrant and 60,000 shares that may be issued immediately preceding this Offering as part of Mr. La Rosa's loan to the Company. Under the terms of Mr. La Rosa's employment agreement, Mr. La Rosa will receive 1,277,428 shares of our Common Stock within 60 days after the closing of this Offering, of which 127,743 will be immediately transferred to Mr. Bonilla pursuant to their Stock Purchase Agreement. Does not include 60,000 shares of Common Stock upon the repayment of Mr. La Rosa's loan to the Company (or 60,000 shares if no subsequent offering is undertaken by the Company at the time of repayment). See "Prospectus Summary-Recent Developments-Issuance of Promissory Notes." Mr. La Rosa also owns 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 (6) Effective as of the closing date of this Offering, Mr. Metzroth will receive 330,000 "restricted" shares of the Company's Common Stock, which will vest evenly over a two-year period.

(7) Includes 233,481 shares to be issued to the trust ELG-TRUST-1004-09-01-13, controlled by Carlos J. Bonilla, prior to the closing date of this Offering and 127,743 shares that will be immediately transferred from Joseph La Rosa to Mr. Bonilla pursuant to their Stock Purchase Agreement.

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possible resale by the Selling Stockholders identified in the table below of up to 2,433,466 2,426,757 shares of our Common Stock. The Selling Stockholder Shares include: (i) 2,363,466 2,376,757 shares of Common Stock issued to 161 170 Selling Stockholders; and (ii) 70,000 50,000 shares of Common Stock issuable upon exercise of the Representative's Warrant (or 80,500 57,500 shares if the Representative exercises the over-allotment option in full), at an exercise price of $5.50 per share. Certain Selling Stockholders acquired the Selling Stockholder Shares pursuant to a private placement of securities. See "DESCRIPTION OF THE SECURITIES - Private Placements" for a more detailed description of the private placement. The Representative will be issued the Representative's Warrant at the closing of this Offering in connection with acting as the representative of the underwriters in this Offering.

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The following table presents

The following table presents information regarding the Selling Stockholders and the Selling Stockholder Shares that each may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by the Selling Stockholders and reflects their respective holdings as of April 17, May 19, 2023, unless otherwise noted in the footnotes to the table. Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after the date of this table. To our knowledge and subject to applicable community property rules, the persons and entities named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned. Notwithstanding the foregoing, the Representative's Warrant is not, pursuant to the rules of the Financial Industry Regulatory Authority ("FINRA"), exercisable for a period of 180 days after the commencement of the sale of the Common Stock in this Offering. As a result, the below table assumes that the Representative's Warrant is not immediately exercisable or exercisable within 60 days after April 26, May 19, 2023 for purposes of determining the beneficial ownership before the Offering. The percentage of shares beneficially owned before the Offering is based on 6,004,000 shares of our Common Stock issued and outstanding on April 26, May 19, 2023, and 12,060,729 11,674,020 shares to be issued and outstanding after the Offering.

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Milton Ocasio LLC (12)

Irena Aistrop (18)(74)

Lynda Cologero (18)(74)

Mark Peters (18)(74)

Moire Mckibbin (18)(74)

Sandra Schmidt (18)(74)

Alex Santos (18) (73)

Pedro Aguilar (18)(74)

Whitfield P Pressinger, IV (23)

Dan Eugene Martin (25)

Jan Carlo Santos (43)

ROI Funding, LLC (8) (7)

Sonia Fuentes Blanco (10) (9)

Reyex Consulting LLC (13) (10)

Norkis Fernandez-Valdez (14) (11)

Nuview Trust Company, Inc FBO Peter Lopez IRA (14)

Aide Portocarrero (18) (15)

Alejandro Rodriguez (18) (15)

Alessandro Minato (18) (15)

Ann Maureen Fertic (18) (15)

Annette Rodriguez Torres (18) (15)

Bernardo Reynoso (18) (15)

Bernardo Robles (18) (15)

Brittanie Jarvis (18) (15)

Caleb Carpenter (18) (15)

Catherine Starkweather (18) (15)

Debbie Greenlees (18) (15)

Federico Berrios (18) (15)

Felix Clarke Mercado (18) (15)

Francis Alvarez Lopez (18) (15)

Gemma Aurora Pressinger (18) (15)

Henelys Castillo (18) (15)

Humberto Cuevas (18) (15)

Irena Aistrop (15)(83)

Jannette Figueroa-Torres (18)(74) (15)(83)

Jessica Gardner (18) (15)

Jorge A Barcelo (18) (15)

Karie Susan Rebeyka (18) (15)

Laverne Grajales (18) (15)

Linda Joy Jesse (18) (15)

Lou Clementine Corda (18) (15)

Lynda Cologero (15)(83)

Lynda Smith Rippolone (18) (15)

Mabel Vega-Negron (18) (15)

Maria Van Elderen (18) (15)

Mark Peters (15)(83)

Matthew Montalvo (18) (15)

Michelle Butler (18) (15)

Mihaela Ioana Curtu (18) (15)

Milton Lloyd Thompson (18) (15)

Moire Mckibbin (15)(83)

Monique A. Gottardi Morgan (18) (15)

Patricia S Rojas Garcia (18) (15)

Rosalina Martinez (18) (15)

Sandra Schmidt (15)(83)

Veronica Cristina Caceres (18) (15)

Victor Valentin (18) (15)

Vishal Sitlapersad (18) (15)

Yamile Garrido Crespo (18)(74) (15)(83)

Alex Santos (15)(82)

Lissette Ortolini (18) (15)

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and 169 more changes in the filing

Plan of distribution 43 changes

Selling Stockholders may sell all or a portion of the Selling Stockholder Shares beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Selling Stockholder Shares are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent's commissions.

in transactions otherwise

ordinary brokerage transactions

block trades in which the

purchases by a broker-dealer

an exchange distribution

We are registering the Selling

are registering the Selling Stockholder Shares: (i) issued (except to the Representative); and (ii) exercisable upon exercise of the Representative's Warrant, to permit the resale of the Selling Stockholder Shares by the Selling Stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale of the Selling Stockholder Shares (except we will receive the proceeds of the exercise price if the Representative exercises the Representative's Warrant). We will bear all fees and expenses incident to the registration of the Selling Stockholder Shares in the registration statement of which this prospectus forms a part. The Selling Stockholder Shares will not be sold through Spartan Capital Securities, LLC in this initial public offering, except Spartan Capital Securities, LLC may sell the shares issuable upon its exercise of the Representative's Warrant.

We will not receive any of the proceeds from the sale of the Selling Stockholder Shares (except we will receive the proceeds of the exercise price if the Representative exercises the Representative's Warrant). We will bear all fees and expenses incident to the registration of the Selling Stockholder Shares in the registration statement of which this prospectus forms a part. The Selling Stockholder Shares will not be sold through Spartan Capital Securities, LLC in this initial public offering, except Spartan Capital Securities, LLC may sell the shares issuable upon its exercise of the Representative's Warrant.

The Selling Stockholders may

sell all or a portion of the Selling Stockholder Shares beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Selling Stockholder Shares are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent's commissions. The Selling Stockholder Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

in the over-the-counter market;

in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

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in transactions through

through the writing or

pursuant to applicable law.

in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

The Selling Stockholders may

Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus. However, the Selling Stockholders will not sell any Selling Stockholder Shares until after the closing of this offering.

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Subject to limitations under Nevada law and preferences that may apply to any shares of preferred stock that we may decide to issue in the future, holders of our Common Stock are entitled to receive ratably rateably such dividends or other distributions, if any, as may be declared by our board out of funds legally available therefor.

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In the event of the liquidation, dissolution or winding up of our business, the holders of our Common Stock are entitled to share ratably rateably in the assets available for distribution after the payment of all of our debts and other liabilities, subject to the prior rights of the holders of our preferred stock.

The holders of our Common Stock have no subscription, redemption or conversion privileges. Our Common Stock does not entitle its holders to pre-emptive rights. All of the outstanding shares of our Common Stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of our Common Stock are subject to the rights of the holders of shares of any series of preferred stock which we may issue in the future.

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Matters . The holders of our Series X Super Voting Preferred Stock have no subscription, redemption or conversion privileges and are not subject to redemption. Our Series X Super Voting Preferred Stock does not provide for pre-emptive rights. All of the outstanding shares of our Series X Super Voting Preferred Stock are fully paid and non-assessable.

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the closing of this Offering, there will be up to 70,000 50,000 shares of Common Stock issuable upon exercise of the Representative's Warrants at an exercise price of $5.50 per share of Common Stock (or 80,500 57,500 shares if the Representative exercises the over-allotment option in full). See "Underwriting-Representative's Warrants" below for a description of the Representative's Warrants.

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In February and March 2023,

In March and April 2023,

On March 18, 2016, Celebration

From February 2023 through

May 2023, we issued 676 915 shares of our Series A Convertible Preferred Stock to 49 71 accredited sophisticated investors in a private placement pursuant to Regulation D under the Securities Act. Upon the closing date of this Offering, the 676 915 shares of the Series A Preferred Stock will automatically convert into 193,122 261,401 shares of our Common Stock (based on an offering price of $5.00 per share in this Offering) upon the closing of this Offering.

From March through May 2023,

we exchanged, in a private placement under Sections 3(a)(9) and 4(a)(2) of the Securities Act, certain promissory notes and convertible promissory notes, including those owed to Joseph La Rosa, our founder and Chief Executive Officer, representing an aggregate amount of principal and accrued interest of $1,666,211, excluding debt discount of $469,785, $1,923,468 for 1,659 1,912 shares of our Series A Preferred Stock at an exchange rate of $1,000.00 per share, which shares of the Series A Preferred Stock will automatically convert into 473,994 546,278 shares of our Common Stock (based on an offering price of $5.00 per share in this Offering) upon the closing of this Offering.

Celebration Office Condos LLC, a company owned by Mr. La Rosa, loaned funds totaling $556,268 to La Rosa Realty LLC to be used as working capital. That loan was interest free and had no fixed payment terms. The outstanding balance was $556,268 as of December 31, 2021. On December 31, 2022, in a private placement under Sections 3(a)(9) and 4(a)(2) of the Securities Act, Celebration Office Condo LLC forgave the loan for one share of Series adopted the 2022 Equity Incentive Plan that became effective as of A Preferred Stock, which was issued in March 25, 2022. The 2022 Plan allows the compensation committee to make equity-based and cash-based incentive awards to our officers, employees, directors and other key persons (including consultants). 2023.

Equity Incentive Plan

adopted the 2022 Equity Incentive Plan that became effective as of March 25, 2022. The 2022 Plan allows the compensation committee to make equity-based and cash-based incentive awards to our officers, employees, directors and other key persons (including consultants).

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no public market for our Common Stock prior to this Offering. We have applied to list our Common Stock has been approved for listing on the Nasdaq Capital Market under the symbol "LRHC."

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of shares of Common Stock pursuant to this Offering, we will have 12,060,729 11,674,020 shares of Common Stock issued and outstanding based on an offering of 1,400,000 1,000,000 shares of our Common Stock, which will include the conversion of 2,335 2,828 shares of our Series A Preferred Stock into 667,116 807,964 shares of our Common Stock (based on an offering price of $5.00 per share in this Offering). In the event the underwriters exercise the Over-Allotment Option in full for shares of Common Stock, we will have 12,424,803 11,824,020 shares of Common Stock issued and outstanding.

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Notes to the financial statements 49 changes

Horeb Kissimmee, LLC d/b/a

La Rosa Realty Kissimmee Audited Financial Statements

Independent Auditor's

Balance Sheets as of December

Statements of Income for

the years ended December 31, 2022 and 2021

Statements of Changes in

Members' Equity for the years ended December 31, 2022 and 2021 the years ended December 31, 2022 and 2021 Notes to the Financial Statements La Rosa Realty Lake Nona, Inc, Audited Financial Statements Independent Auditor's Report Balance Sheets as of December 31, 2022 and 2021 Statements of Income for the years ended December 31, 2022 and 2021 Statement of Changes in Stockholder's D eficit for the years ended December 31, 2022 and 2021 Statements of Cash Flows for the years ended December 31, 2022 and 202 1 Notes to the Financial Statements F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Unitholder and Manager of La Rosa Holdings Corp. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of La Rosa Holdings Corp. and Subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of income, equity and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility

of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company's auditor since 2021.

Accounts receivable, net

Other current assets

Due from related party

Total Current Assets

Other Long Term Assets

Liabilities and Stockholders' Deficit

Income taxes payable

Due to related party, current

Derivative liability

Convertible notes payable, net

Notes payable, current

Total Current Liabilities

Note payable, net of current

Due to related party, net of current

Security deposits payable

Commitments and contingencies

Stockholders' Deficit

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 shares designated Series X issued and outstanding at December 31, 2022 and 2021 - - Common stock - $0.0001 par value; 250,000,000 shares authorized; 6,000,000 issued and outstanding at December 31, 2022 and 2021 Additional paid-in capital 1,410,724 425,016 Accumulated deficit (4,289,319 ) (1,739,135 ) Total Stockholders' Deficit (2,877,995 ) (1,313,519 ) Total Liabilities and Stockholders' Deficit $ 3,880,790 $ 2,855,783 See notes to the consolidated financial statements.

Rosa Holdings Corp. and Subsidiaries

Statements of Operations

and administrative expenses

and marketing expenses

Income From Operations

in fair value of derivative liability

Other (Expense) Income

Income Before Income Taxes

from) Provision for Income Taxes

per share, basic and diluted

average shares outstanding, basic

average shares outstanding, diluted

See notes to the consolidated

La Rosa Holdings Corp. and Subsidiaries Unaudited Interim Financial

Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 Unaudited Condensed Consolidated Statements of Changes in Stockholders' (Deficit) for the three months ended March 31, 2023 and 2022 Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 Notes to the Interim Unaudited Condensed Consolidated Financial Statements Horeb Kissimmee, LLC d/b/a La Rosa Realty Kissimmee Audited Financial Statements Independent Auditor's Report Balance Sheets as of December 31, 2022 and 2021 Statements of Income for the years ended December 31, 2022 and 2021 Statements of Changes in Members' Equity for the years ended December 31, 2022 and 2021 Statements of Cash Flows for the years ended December 31, 2022 and 2021 Notes to the Financial Statements Horeb Kissimmee, LLC d/b/a La Rosa Realty Kissimmee Unaudited Interim

Note 3: CONCENTRATIONS OF BUSINESS AND CREDIT RISK 3 changes

At times throughout the year, the Company

The Company maintains certain bank

may maintain certain bank accounts in excess of FDIC insured limits of $250,000.

Legal proceedings 1 change

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The agreement is for an initial term of two years and will renew for another one-year period thereafter if the parties consent thereto in writing prior to the second anniversary date of the agreement unless it is sooner terminated. In consideration of his services, the Company is to pay Mr. Metzroth an annual salary of $330,000. In addition, Mr. Metzroth will be eligible, following the end of each calendar year beginning with the 2022 calendar year, to receive an annual targeted performance bonus of up to 50% of the his Salary based upon periodic assessments of his performance as well as the achievement of specific individual and corporate objectives determined by the board of directors or the compensation committee after consultation with Mr. Metzroth and provided to him in writing no later than the end of the first calendar quarter of the applicable bonus year (except for the year ended December 31, 2022, in which case the target bonus will be determined in the sole discretion of the board of directors). The target bonus must be approved by the audit and compensation committee. No amount of annual bonus is guaranteed, and Mr. Metzroth must be an employee on December 31 of the applicable bonus year in order to be eligible for any annual bonus for such year. Effective as of the date of the successful initial public offering, the compensation committee will grant to Mr. Metzroth 165,000 330,000 "restricted" shares of the Company's Common Stock. These shares shall be subject to an annual vesting schedule and vest evenly over a twenty-four (24) month period, the first tranche to vest on the last day of the month after the month of the closing date of this Offering with the balance of such shares vesting monthly in 23 equal installments of 6,875 13,750 shares on the last day of each successive month. No portion of the equity awards shall be vested on the date of the agreement.

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Note 7: EQUITY 5 changes

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law and preferences that may apply to any shares of preferred stock that the Company may issue in the future, holders of common stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by the board out of funds legally available therefor.

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On May 12, 2021, the company entered into a capital

dissolution or winding up of the Company's business, the holders of common stock are entitled to share ratably in the assets available for distribution after the payment of all of the Company's debts and other liabilities, subject to the prior rights of the holders of any preferred stock, if any.

Other Matters . The holders of common stock have no subscription, redemption, or conversion privileges. The Company's common stock does not entitle its holders to preemptive rights. All of the outstanding shares of common stock are fully paid and non-assessable. The rights, preferences, and privileges of the holders of common stock are subject to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.

On May 12, 2021, the Company entered into a capital market advisory agreement with a consultant. In addition to other compensation the agreement requires the issuance of common stock of the Company equal to 2.5% of the Company. Such shares are to be held in book entry at the transfer agent and shall not be eligible to be sold until the Company trades on a Senior Exchange. The consultant is granted anti-dilution protection so that they retain 2.5% of the Company's fully diluted shares outstanding after the Senior Exchange listing, including all shares issued or issuable associated with the Senior Exchange listing. The Company evaluated the agreement and determined that the shares will not be recorded until the performance condition is satisfied.

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Note 7: EQUITY (continued) 1 change

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Preferred Stock have no subscription, redemption or conversion privileges and are not subject to redemption. Our Series X Super Voting Preferred Stock does not provide for preemptive rights. All of the outstanding shares of our Series X Super Voting Preferred Stock are fully paid and non-assessable.

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Note 10: SUBSEQUENT EVENTS 90 changes

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of Horeb Kissimmee Realty, LLC

We have audited the accompanying financial statements

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

In our opinion, the financial statements referred

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

We conducted our audits in accordance with auditing

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

Responsibilities of Management for the Financial

Management is responsible for the preparation

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

In preparing the financial statements, management

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

Auditor's Responsibilities for the Audit

of the Financial Statements

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

To the Member of Horeb Kissimmee Realty, LLC

d/b/a La Rosa Realty Kissimmee

In performing an audit in accordance with generally

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and 72 more changes in the filing

Financial statements 849 changes

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and 849 more changes in the filing