Stratum Holdings: securities offering (amended)

Cover page 8 changes

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Commission on June 21, 2023.

Commission on July 14, 2023.

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Subject to Completion, Dated June 21, July 14, 2023

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relating to the registration of the Selling Stockholders' shares of Common Stock with the Securities and Exchange Commission.

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

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

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)

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

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Prospectus summary 12 changes

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On August 22, 2022, the Company

August 22, 2022, the Company issued to an unaffiliated private investor an unsecured subordinated promissory note in the principal amount of $250,000 that we used for our general corporate purposes. Interest accrues on the principal amount at 15% per annum with a default interest rate of 18% per annum. The payment of all or any portion of the outstanding principal balance of the note and all interest thereon shall be pari passu in right of payment and in all other respects to the other unsecured subordinated promissory notes issued and all other trade debt and other obligations of the Company ranking similar to the note. This note matures on the earlier of the consummation of this Offering or on January 31, 2023. The maturity date of the note was extended to the earlier of the consummation of this Offering or August 31, 2023.

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shares of Common Stock;

See the sections titled, "Security Ownership of Certain Beneficial Owners and Management" and "Description of the Securities - Preferred Stock" for additional information.

Over-allotment option:

We have granted the underwriters an option, exercisable for 45 days after the date of this prospectus, to purchase up to an additional 150,000 shares of Common Stock at the public offering price per share, less the underwriting discounts payable by us, solely to cover over-allotments, if any (the "Over-Allotment Option").

Shares of capital stock outstanding immediately before the Offering (as of June 21, July 14, 2023):

shares of Series X Super Voting Preferred Stock having 10,000 votes per share when voting together with the Common Stock, all of which are owned by Mr. La Rosa; and 2,836 shares of the Series A Preferred Stock which is mandatorily convertible upon the closing of this Offering into 810,249 shares of our Common Stock (based on an offering price of $5.00 per share in this offering).

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

of Common Stock issued and outstanding based on an offering of 1,000,000 shares and the conversion of the Series A Preferred Stock (or 11,827,450 shares of Common Stock issued and outstanding if the underwriters exercise their Over-Allotment Option)); and shares of Series X Super Voting Preferred Stock having 10,000 votes per share, when voting together with the Common Stock, all of which are owned by Mr. La Rosa.

Disparate voting rights:

Our Founder, Chief Executive Officer, President and Chairman, Joseph La Rosa, currently beneficially owns 91.7% of the outstanding Common Stock of the Company and all 2,000 shares of Series X Super Voting Preferred Stock having 10,000 votes per share when voting together with the Common Stock. Mr. La Rosa will maintain control of the Company after this Offering, including the election of our directors and the approval of any change in control transaction. See the sections titled, "Security Ownership of Certain Beneficial Owners and Management" and "Description of the Securities - Preferred Stock" for additional information.

Risk factors 2 changes

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Total stockholders' equity (deficit) before non-controlling interest (1,284,638 ) 831,401 (2,877,995 ) 2,948,689 (1) The pro forma column in the balance sheet data 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 seven percent (8.0%) (7.0%) underwriters' discount, one percent (1.0%) non-accountable expense, accountable expenses of approximately $190,000 and $1,540,000 $1,590,000 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.

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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 seven percent (8.0%) (7.0%) underwriters' discount, one percent (1.0%) non-accountable expense, accountable expenses of approximately $190,000 and $1,569,000 $1,619,000 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 $268,000, (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 5 changes

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Based on our Common Stock

Based on our Common Stock outstanding as of June 21, July 14, 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 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 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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After this Offering, other than the Selling Stockholders and US Tiger

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

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Use of proceeds 2 changes

We estimate that the net proceeds

estimate that the net proceeds to us from the sale of the Common Stock offered by us will be approximately $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 underwriter's option to purchase additional shares of Common Stock in this Offering is exercised in full, we estimate that our net proceeds will be approximately $3,473,000. $3,480,500. 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 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 $275,000 (or $316,250 if the Representative exercises the over-allotment option in full).

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Capitalization 2 changes

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Preferred stock, $0.0001 par value, 50,000,000 shares authorized, and 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding, actual; 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; 6,820,583 shares issued and outstanding, pro forma; and 11,677,450 shares pro forma as adjusted (3) 1,168 Additional paid-in capital (4) 3,993,032 5,258,746 6,249,937 Accumulated deficit (2) (5,278,270 ) (5,278,270 ) (5,419,703 ) Total stockholders' equity (deficit) (1,284,638 ) (18,842 ) 831,402 Total capitalization $ 587,446 $ 1,573,200 $ 1,551,517 (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 30, July 31, 2023 is expected to be approximately $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 6,517 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 6,517 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 re payment repayment of the associated debt.

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of Common Stock increased by 816,583 from the "Unaudited actual" column to the "Unaudited pro forma" column to reflect the conversion of Series A Preferred Stock into Common Stock (810,249 shares based on an offering price of $5.00 per share in this offering), and the conversion of the remaining convertible debt valued at March 31, 2023 (6,334 shares). The number of shares of Common Stock increased by 4,856,867 from the "Unaudited 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 June 30, July 31, 2023 for 6,517 shares. The outstanding pro forma and pro forma as adjusted columns immediately following this Offering excludes:

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Market for the common stock 1 change

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As of June 21, July 14, 2023, 6,004,000

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Properties 3 changes

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Krome Avenue, Homestead, Florida 33030. The leases expire in December 2023 for our Sarasota office, July 2023 for our St. Cloud office, and June 30, 2023 for our Homestead office. We primarily use these offices to house Realty and Coaching.

We also lease 360 square feet

feet of office space located at 3388 Magic Oak Lane, Sarasota, Florida, 34232 , approximately 1,200 square feet of office space at the shopping center Crosscreek Village, St. Cloud, Florida 34772, and approximately 662 square feet of office space at 377-381 N. Krome Avenue, Homestead, Florida 33030. The leases expire in December 2023 for our Sarasota office, July 2023 for our St. Cloud office, and May 31, 2024 for our Homestead office. We primarily use these offices to house Realty and Coaching.

Management 5 changes

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President, Chief Executive Officer, and Chairman of the board of directors (Principal Executive Officer) 2021 Kent Metzroth Executive Vice President and Chief Financial Officer (1) (Principal Financial and Accounting Officer) - Michael A. La Rosa Director 2022 Jodi R. White Independent Director 2022 Ned L. Siegel Independent Director 2022 Thomas Stringer Independent Director 2022 (1) On July 16, 2022, Douglas Hein succeeded Brad Wolfe who served from February 14, 2022 to June 15, 2022 when he voluntarily resigned from his position as the Company's Chief Financial Officer. On November 1, 2022, Mr. Metzroth succeeded Mr. Hein who served from July 16, 2022 to October 15, 2022 when his agreement with the Company expired.

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and (iv) the treatment of any outstanding equity awards shall be determined in accordance with the terms of the 2022 Equity Incentive Plan.

If Mr. La Rosa's employment is terminated by his death or disability, the Company will pay him or his estate an amount equal to the sum of: (i) the Accrued Amounts; and (ii) a payment equal to the product of (i) the Target Bonus and (ii) a fraction, the numerator of which is the number of days the that he was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the " Pro Rata Bonus " ). If Mr. La Rosa's employment is terminated other than for cause, non-renewal of his employment agreement by the Company or if he terminates the agreement for good reason, he will receive from the Company: (i) a lump sum payment of $2,500,000; (ii) the Accrued Amount; (iii) Company reimbursement health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (" COBRA ") until the earliest of:

If Mr. La Rosa's employment is terminated other than for cause, non-renewal of his employment agreement by the Company or if he terminates the agreement for good reason, he will receive from the Company: (i) a lump sum payment of $2,500,000; (ii) the Accrued Amount;

(iii) Company reimbursement health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (" COBRA ") until the earliest of: (a) the eighteen month anniversary of the date of his termination of employment; (b) the date that he is no longer eligible to receive COBRA continuation coverage; and (c) the date on which he receives substantially similar coverage from another employer or other source; and (iv) the treatment of any outstanding equity awards shall be determined in accordance with the terms of the 2022 Equity Incentive Plan.

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Principal stockholders 11 changes

The following table sets forth certain information, as of July 14,

certain information, as of June 21, 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.

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 June 21, July 14, 2023, and 11,677,450 shares of Common Stock, including 810,249 shares of Common Stock upon the conversion of the Series A Preferred Stock, after the Offering assuming an offering of 1,000,000 shares of Common Stock (excluding 150,000 shares which may be issued upon exercise of the underwriters' Over-Allotment Option, 50,000 shares of Common Stock issuable upon the exercise of Representative Warrants (or 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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The following table presents

As a result, the below table assumes that the Representative's Warrant is not immediately exercisable or exercisable within 60 days after June 21, 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 June 21, 2023, and 11,677,450 shares to be issued and outstanding after the Offering.

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 June 21, July 14, 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 July 14, 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 July 14, 2023, and 11,677,450 shares to be issued and outstanding after the Offering.

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Spartan Capital Securities, LLC (82)

US Tiger Securities, Inc. (82)

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shares of Common Stock immediately following the closing of this Offering. The number of shares in the table do not include the 10,500 7,500 shares that are registered that may be issuable as a result of the Representative's exercise of its over-allotment option in full.

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Plan of distribution 7 changes

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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 US Tiger Securities, LLC Inc. in this initial public offering, except Spartan Capital US Tiger Securities, LLC Inc. may sell the shares issuable upon its exercise of the Representative's Warrant.

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On November 14, 2022, the Company and Emmis Capital, an affiliate of

Exchange Listing, LLC, entered into the Securities Purchase Agreement and Senior Secured Promissory Note in the principal amount of $277,778 that we used for our general corporate purposes. In connection with the Securities Purchase Agreement, the Company also granted to Emmis Capital, among other things, upon the repayment of the loan, a grant of 30,000 shares of our Common Stock (based on an offering price of $5.00 per share in this offering) and warrants exercisable for 50,000 shares of our Common Stock that: (i) have a term of 60 months;

(ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our Common Stock equal to the number of shares that would be issued upon full conversion of the Senior Secured Promissory Note issued to Emmis; and (iv) have an exercise price equal to the lower of: (A) $5.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company.

and Emmis Capital, an affiliate of Exchange Listing, LLC, entered into The Securities Purchase Agreement and Senior Secured Promissory Note in the principal amount of $277,778 that we used for our general corporate purposes. In connection with the Securities Purchase Agreement, the Company also granted to Emmis Capital, among other things, upon the repayment of the loan a grant of 30,000 shares of our Common Stock (based on an offering price of $5.00 per share in this offering) and warrants exercisable for 50,000 shares of our Common Stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our Common Stock equal to the number of shares that would be issued upon full conversion of the Senior Secured Promissory Note issued to Emmis; and (iv) have an exercise price equal to the lower of: (A) $5.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company. The loan matured on May 14, 2023. The loan is senior in payment to all of our other debt and is secured by virtually all of the Company's assets. The Company and Emmis Capital agreed to extend the maturity date of the loan to the earlier of the date when the Common Stock is listed on Nasdaq, or July 31, 2023. The parties agreed that in the event of listing of the Common Stock on Nasdaq prior to July 31, 2023, on the effective date of this registration statement the Company will issue to Emmis Capital shares of Common Stock valued at the initial public offering price, in lieu of a cash $5,000 delinquency penalty payable from May 14, 2023 to July 31, 2023. In the event the listing is not completed by July 31, 2023, then the delinquency fee shall be paid in cash. In addition, Emmis Capital agreed to waive any and all events of default existing under the securities purchase agreement and the note as of June 21, July 14, 2023, including but not limited to its right to receive default interest and to receive any additional fees, penalties and charges.

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Each of the Company and our

of the Company and our officers and directors, affiliates and certain existing stockholders holding more than 5% of the Company's outstanding shares have agreed, for a period of six months after the effective date of the registration statement for this Offering, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our Common Stock or other securities convertible into or exercisable or exchangeable for shares of our Common Stock without the prior written consent of the Representative.

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Note 6: DEBT 3 changes

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On August 22, 2022, the Company issued

On August 22, 2022, the Company issued to an unaffiliated private investor an unsecured subordinated promissory note in the principal amount of $250,000 that was used for general corporate purposes. Interest accrues on the principal amount at 15% per annum with a default interest rate of 18% per annum. The payment of all or any portion of the outstanding principal balance of the note and all interest thereon shall be pari passu in right of payment and in all other respects to the other unsecured subordinated promissory notes issued and all other trade debt and other obligations of the Company ranking similar to the note. This note had an original maturity of the earlier of the consummation of the closing of an initial public offering by the Company or on November 23, 2022. On December 5, 2022, the maturity was extended to the earlier of the consummation of the closing of an initial public offering by the Company or on January 31, 2023, all other terms remained unchanged.

This note had an original maturity of the earlier of the consummation of the closing of an initial public offering by the Company or on November 23, 2022. On December 5, 2022, the maturity was extended to the earlier of the consummation of the closing of an initial public offering by the Company or on January 31, 2023, all other terms remained unchanged. On February 16, 2023, the note was amended to extend the maturity to the earlier of the consummation of the closing of an initial public offering by the Company or on May 31, 2023. In addition, the Company will no longer make monthly interest payments and the principal balance along with all accrued but unpaid interest will be due on note maturity. The Company shall also pay to the investor $25,000 in the form of shares of the Company's unregistered, restricted common stock which shall be calculated based on either: (i) the per unit price in Company's initial public offering, or (ii) if the initial public offering has not yet occurred at the time of the repayment, the fair market value of the common stock as determined by the Board of Directors in good faith. On July 12, 2023, the note was amended to extend the maturity to the earlier of the consummation of the closing of an initial public offering by the Company or August 31, 2023.

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Financial statements 5 changes

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US Tiger Securities,

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Amendment No.2 dated June 9, 2023 to the Share Vesting, Cancellation and Reissuance Agreement between La Rosa Holdings Corp., Bonilla Opportunity Fund I, LTD, CGB-TRUST-1001-01-13-22 and ELG Trust 1004-09-01-13 dated December 8, 2022 10.107 Extension agreement between Emmis Capital II, LLC and La Rosa Holdings Corp. dated June 21, 2023 10.108 Lease Extension Agreement between LA Rosa Realty, LLC and LJR Partners, LLC dated May 10, 2023 10.109 Amendment No. 3 dated July 12, 2023 to Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022 of Business Conduct and Ethics of subsidiaries of Marcum LLP of Carmel, Milazzo & Feil LLP (to be included in Exhibit 5.1) 23.3 Consent of Rosenberg Rich Baker Berman, P.A.

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Pursuant to the requirements

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Celebration, State of Florida, on June 21, July 14, 2023.

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Founder, President, Chief Executive Officer, and Director (Principal Executive Officer) June 21, July 14, 2023 Joseph La Rosa /s/ Kent Metzroth* Chief Financial Officer (Chief Accounting Officer) June 21, July 14, 2023 Kent Metzroth /s/ Michael A. La Rosa* Director June 21, July 14, 2023 Michael A. La Rosa /s/ Ned L. Siegel* Director June 21, July 14, 2023 Ned L. Siegel /s/ Thomas Stringer* Director June 21, July 14, 2023 Thomas Stringer /s/ Jodi R. White* Director June 21, July 14, 2023 Jodi R. White *By Joseph La Rosa, Attorney-In-Fact II- 10