La Rosa Holdings: securities offering (amended)

Cover page 7 changes

Commission on July 14, 2023.

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

on September 1, 2023.

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Subject to Completion, Dated July 14, September 1, 2023

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Stock issuable to the representative of the underwriters ("Representative") upon the exercise of a warrant to be issued to the Representative (or 57,500 shares if the Representative exercises the over-allotment option in full); and (ii) 2,380,187 2,469,840 shares of

Common Stock held by 172 168 selling stockholders (the Representative and the selling stockholders referred to herein as the "Selling

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Offering, our Founder, Chairman of the board of directors and Chief Executive Officer, Mr. Joseph La Rosa, will control 84.0% 83.2% 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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Prospectus summary 19 changes

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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, 2023, including but not limited to its right to receive default interest and to receive any additional fees, penalties and charges. On August 28, 2023, the Company repaid the note with a principal balance of $277,778, accrued interest of $21,842, and a delinquency penalty of $17,258. In addition, in accordance with the terms of the original note, the Company issued 30,000 shares of Common Stock to Emmis Capital on August 28, 2023.

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July 15, 2021, the Company issued to ELP Global PLLC a promissory note in the principal amount of $40,000 (the "ELP Note") that we used for our general corporate purposes. Interest accrues on the principal amount at 18.0% per annum. The maturity date of the note was extended to January 31, 2023. On 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 600,000 shares of his Common Stock in exchange for the assignment by Mr. Bonilla of the ELP Note plus accrued interest and the payment by Mr. Bonilla to Mr. La Rosa of cash in the amount of $449,500. The agreement provides to Mr. Bonilla reverse split and anti-dilution protection and an option to sell all such shares back to Mr. La Rosa at a price of $598,000 on or before August 23, 31, 2023. The option expired unexercised.

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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 1) the consummation of this Offering, or August 2) October 31, 2023.

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From February 2023 through June

From February 2023 through August 2023, we issued 923 1,523 shares of our Series A Convertible Preferred Stock to 73 77 accredited sophisticated investors in a private placement pursuant to Regulation D under the Securities Act. The Series A Preferred Stock has the following attributes which are more particularly described under the heading "Description of the Securities" herein: (i) the Series A Preferred Stock pays no dividend: (ii) is perpetual; (iii) has no voting right; (iv) is not redeemable but may be repurchased by the Company; and (v) has no liquidation preference in the event of dissolution. The Series A Preferred Stock is mandatorily convertible into shares of the Company's Common Stock upon the earlier of: (x) the closing date of the Company's initial public offering of the Common Stock; or (y) upon a change in control of the Company (as defined in the Company's Certificate of Designation for the Series A Convertible Preferred Stock, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part. Upon the mandatory conversion date, each share of the Series A Preferred Stock will automatically convert into shares of our Common Stock based on the ratio of X divided by the product of (Y multiplied by Z), where: (i) X = the total dollar amount invested in the Series A Preferred Stock; (ii) Y = the initial public offering price of the Common Stock (" IPO Price ") as determined by the Board of Directors; and (iii) Z= 0.7 (representing a 30% discount off of the per shares price offered in this Offering). Any fractional number of shares of Common Stock shall be rounded down to the next lower share number. Upon the closing date of this Offering, the 2,836 shares of the Series A Preferred Stock will automatically convert into 810,249 shares of our Common Stock (based on an offering price of $5.00 per share in this offering).

(i) X = the total dollar amount invested in the Series A Preferred Stock; (ii) Y = the initial public offering price of the Common Stock (" IPO Price ") as determined by the Board of Directors; and (iii) Z= 0.7 (representing a 30% discount off of the per shares price offered in this Offering). Any fractional number of shares of Common Stock shall be rounded down to the next lower share number. Upon the closing date of this Offering, the 3,436 shares of the Series A Preferred Stock will automatically convert into 981,676 shares of our Common Stock (based on an offering price of $5.00 per share in this offering).

Standard Merchant Cash Advance Agreement

On July 3, 2023, the Company entered

into a Standard Merchant Cash Advance Agreement (the "Cash Advance Agreement") with Cedar Advance LLC ("Cedar") for the purchase and sale of future receipts pursuant to which the Company sold in the aggregate $764,150 in future receipts of the Company for $500,650. Future receipts include cash, check, credit or debit card, electronic transfer, or other form of monetary payment. Until the purchase price has been repaid, the Company agreed to pay Cedar $27,187.50 per week. In addition, the Company granted Cedar a security interest in all the Company's accounts, including deposit accounts and accounts receivable and proceeds.

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Over-allotment option:

Disparate voting rights:

to a maximum of 2,380,179 2,469,840 shares. See "Selling Stockholders" for a description of how we calculate the number of shares offered by the Selling Stockholders.

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 July 14, September 1, 2023):

shares of Common Stock;

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 shares of the Series A Preferred Stock which is mandatorily convertible upon the closing of this Offering into 810,249 981,676 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) :

shares 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 12,120,576 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.

Our Founder, Chief Executive Officer, President and Chairman, Joseph La Rosa, currently beneficially owns 91.7% 88.6% 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 13 changes

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80,000 shares of Common Stock

underlying the stock options granted to directors;

50,000 shares of Common Stock issuable upon the exercise of the warrants granted to Joseph La Rosa (the "CEO Warrants"); and ● 60,000 shares of Common Stock issuable upon the repayment of the loan to Joseph La Rosa (the "CEO Shares").

upon the exercise of the warrants granted to Emmis Capital, a lender to the Company (the "Lender underlying the stock options granted to directors; and ● 50,000 shares of Common Stock issuable upon the repayment exercise of the loan to Emmis Capital, a lender warrants granted to the Company Joseph La Rosa (the "Lender Shares"); "CEO Warrants").

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no issuance of the Lender Shares;

no issuance of the CEO Shares; and

no exercise of the CEO Warrants; and

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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. We have derived the statement of operations data for the three six months ended March 31, June 30, 2023, and the balance sheet data as of March 31, June 30, 2023, from our unaudited financial statements included elsewhere in this prospectus.

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Three Months ended March 31,

Six Months ended June 30,

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(2) The pro forma column in the balance

Total stockholders' equity (deficit) before non-controlling interest (1,284,638 ) 831,401 (1,035,183 (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 seven percent (7.0%) underwriters' discount, one percent (1.0%) non-accountable expense, accountable expenses of approximately $190,000 and $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.

The pro forma column in the balance sheet data as of March 31, June 30, 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 seven eight percent (7.0%) (8.0%) underwriters' discount, one percent (1.0%) non-accountable expense, accountable expenses of approximately $190,000 and $1,619,000 $1,875,000 of estimated offering costs to that have been and will be paid in cash of which approximately $1,374,000 $1,730,000 was included in deferred offering costs as of March 31, June 30, 2023), in the total amount of $2,209,000, $2,485,000, as if the sale of the Securities had occurred on March 31, June 30, 2023, (2) the additional issuance of Series A Preferred Stock subsequent to March 31, June 30, 2023 in a private placement prior to this initial public offering in the amount of $268,000, $600,000, (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) (4) the mandatory conversion of the remaining convertible note and accrued interest as of March 31, June 30, 2023 in the amount of $20,921, net of debt discount and deferred financing fees of $4,958, $26,071 into Common Stock, (7) (5) the elimination of the derivative liability as of March 31, June 30, 2023 of $668,492 $587,006 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) (6) 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, $603,791, net of debt discount of $126,815 $51,389 plus accrued interest of $38,006 $57,402 as of March 31, June 30, 2023, plus interest incurred after March 31, June 30, 2023 of $14,619. $27,599.

Business 15 changes

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The U.S. Bureau of Labor Statistics

("BLS") reported that the Consumer Price Index for All Urban Consumers (CPI-U), a broad-based measure of goods and services costs, rose 0.2 percent in June and July 2023 on a seasonally adjusted basis. The BLS noted that over the last 12 months, all items index increased 3.2% before seasonal adjustment. 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 5.25-5.50%, the highest level since September 2007 at the July 2023 meeting of its Open Market Committee.

U.S. Bureau of Labor Statistics ("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 May 2023 on a seasonally adjusted basis, after increasing 0.4% in April 2023. The BLS noted that over the last 12 months, the all items index increased 4.0% before seasonal adjustment which was the smallest 12- month increase since the period ending March 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 5.00-5.25%, the highest level since September 2007 at the May 2023 meeting of its Open Market Committee. (The Fed made no change in the rate at its June meeting.) Fed funds rates impact interest rates on government bonds that have a correlated effect on mortgage interest rates, which, as of June 16, July 27, 2023, the current average rate for a 30-year fixed rate mortgage reached 6.69% 7.23% as of August 24, 2023 according to Freddie Mac, the Wall Street Journal , but fluctuates daily, sometimes hitting over 7.00%, its highest level in 20 years. federally chartered home mortgage loan securitizer. 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 4.4% 2.2% in April July 2023 to a seasonally adjusted annual rate of 4.28 4.07 million. a 23.2% decline in year-over-year This was the slowest monthly sales pace since January and the slowest July pace since 2010 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 a possible 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, for the three six months ended March 31, June 30, 2023 and continuing into the second third quarter of 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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The combination of high mortgage

to the Wall Street Journal, rates, continuing high home prices rose in March (the latest data available) for and limited inventory has slowed the second straight month as housing market substantially with sales down nationally 16.6% from a shortage of homes for sale spurred competition among home buyers Miami had the fastest annual home-price growth in the country, at 7.7%, followed by Tampa, at 4.8%. year ago July. According to the weakest market was Seattle, where prices fell 12.4% on an annual basis Wall Street Journal, "the S&P CoreLogic Case-Shiller national median existing home price Index, which measures home prices across the nation, climbed 0.4% in March compared with February on a seasonally adjusted basis. On a year-over-year basis, the index rose 0.7% 1.9% in March, down July from a 2.1% annual rate in the prior month. The annual increase year earlier to $406,700. It was the smallest since May 2012." The Case-Shiller index, which measures repeat-sales data, reports fourth time on a two-month delay record that this figure had risen over $400,000." And reflects a three-month moving average. total inventory fell in July to 1.11 million units, down 14.6% from July 2022. Homes usually go under contract a month or two before they close, so the March July data is based on purchase decisions made early this year or late last year. in the Spring. The average rate for a 30-year fixed mortgage was 6.69% in the week ended June 16, 7.23% as of August 24, 2023, up from 5.78% 5.66% a year earlier, according to Freddie Mac. 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 inventory of unsold existing homes increased 7.2% 3.7% from the previous month to 1.04 1.11 million at the end of April, July, or the equivalent of 2.9 3.3 months' supply at the current monthly sales pace. 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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The interests of Mr. La Rosa may not coincide with the interests of other stockholders.

Based on our Common Stock outstanding

Based on our Common Stock outstanding as of July 14, September 1, 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% 55.2% 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% 83.2% 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.

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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 84.0% 83.2% 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 $2,791,000, $2,485,000, after deducting estimated underwriting discounts and commissions and estimated offering expenses, investors who purchase our Common Stock in this Offering will have contributed approximately 60% 50% 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 $4.92 $4.82 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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After this Offering, other than the Selling Stockholders and US Tiger

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 3,954,856 3,190,707 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.

Securities, Inc. After this Offering, other than the Selling Stockholders and Alexander Capital, L.P. (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, US Tiger Securities, Inc. or Emmis Alexander Capital, could have a material adverse effect on the trading price of our Common Stock. L.P.

or Emmis Capital, could have a material adverse effect on the trading price of our Common Stock.

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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 2,836 3,436 shares of our Series A Preferred Stock that will automatically convert to 810,249 981,676 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

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to us from the sale of the Common Stock offered by us will be approximately $2,791,000 $2,485,000 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 $3,480,500. $3,167,500. 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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we receive from this Offering for general corporate purposes, which may include financing our growth by acquiring more agents at a faster pace (10%), repayment of certain promissory notes issued by the Company (excluding those notes issued to Mr. Joseph La Rosa) (23%), (19%), developing new services (10%), acquisitions of controlling interest in a number of our franchisees (20%), (16%), the acquisition of other independent real estate brokerages, title insurance agencies, mortgage brokerages and other complementary businesses (10%), general operating expenses (17%) (25%) and the purchase and acquisition of proprietary technology (10%).

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Capitalization 16 changes

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our cash and our capitalization as of March 31, June 30, 2023:

on a pro forma basis, the issuance of Series A Preferred Stock in a private placement subsequent to March 31, June 30, 2023 but prior to this initial public offering in the amount of $268,000; $600,000; the conversion of 2,836 3,436 shares of the mandatorily convertible Series A preferred stock into 810,249 981,676 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, June 30, 2023 in the amount of $20,921, net of debt discount and deferred financing fees of $4,958, $26,071 including accrued interest of $879, $1,071, for 6,334 6,517 shares of Common Stock based on an offering price of $5.00 per share; and the elimination of the derivative liability of $668,492 $587,006 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 $2,485,000 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, $603,791, net of debt discount of $126,815, $51,389, as of March 31, June 30, 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.

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As of March 31, 2023

Accounts payable and accrued expenses (1)(2)

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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):

(3) The number of shares

Convertible debt (1)

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, and 3,436 shares of Series A Convertible Preferred Stock, issued and outstanding, actual, and no shares issued and outstanding 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 7,242,361 shares issued and outstanding, pro forma; and 11,677,450 11,970,576 shares pro forma as adjusted (3) 1,168 1,197 Additional paid-in capital (4) 3,993,032 5,258,746 6,249,937 4,646,081 7,102,374 9,161,037 Accumulated deficit (2) (5,278,270 (5,681,864 ) (5,278,270 (6,932,704 ) (5,419,703 (7,011,692 ) Total stockholders' equity (deficit) (1,284,638 ) (18,842 (1,035,183 ) 831,402 170,394 2,150,542 Total capitalization $ 587,446 (104,453 ) $ 1,573,200 1,076,124 $ 1,551,517 2,509,883 (1) The convertible debt and accrued interest outstanding as of March 31, June 30, 2023 net of deferred financing fees of $4,958, is $416,601, $116,464, which includes accrued interest of $66,559 $21,464 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 July 31, September 30, 2023 is expected to be approximately $115,762, $119,593, with all deferred financing fees fully amortized, of which $89,883 $93,522 is expected to be repaid in cash, including accrued interest of $19,883, $23,522, and $26,039, $26,265, including $1,039 $1,265 of accrued interest is expected to convert into 6,517 6,566 shares at the offering price of $5.00. The "Unaudited pro forma" column reflects the 6,334 6,517 shares that would be issued as of March 31, June 30, 2023 for the unexchanged convertible note expected to convert and the "Unaudited pro forma as adjusted" column reflects the 6,517 6,566 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, June 30, 2023 on the convertible debt of $2,585 $3,129 to "Accumulated Deficit" upon the repayment of the associated debt.

(2) The Notes Payable mature on the closing date of this Offering. As of March 31, June 30, 2023, the Notes have a gross principal balance of $527,778 and a debt discount of $126,815, $51,389, with net debt of $400,963, $476,389, and accrued interest of $20,708, $37,009, 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 $126,815 $51,389 and interest incurred on Notes Payable subsequent to March 31, June 30, 2023 to "Accumulated Deficit" upon the repayment of the associated debt.

(3) The number of shares of Common Stock increased by 816,583 1,238,361 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 (981,676 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, June 30, 2023 (6,334 (6,517 shares). The number of shares of Common Stock increased by 4,856,867 4,728,215 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 July 31, September 30, 2023 for 6,517 6,566 shares. The outstanding pro forma and pro forma as adjusted columns immediately following this Offering excludes:

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

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60,000 shares of Common Stock issuable as the CEO Shares; and

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The increase in the "Unaudited actual" column to the "Unaudited pro forma" column reflects the issuance of Series A Preferred Common Stock after March 31, June 30, 2023 ($268,000); related to a contractor consulting agreement ($1,250,815), the exchange issuance of convertible debt to Series A Preferred Stock after March 31, June 30, 2023 including accrued interest of $48,383 ($308,383); ($600,000); the conversion of the remaining convertible debt and accrued interest of $25,879, less the debt discount of $4,958, $26,071 valued at March 31, June 30, 2023, ($20,921), and the derivative liability ($668,492), ($587,006), 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 $2,791,000 $3,470,000 less the elimination of paid cash deferred offering costs (and non-cash deferred offering costs of $1,374,000 $985,000 and $426,000, respectively, less the par value of the shares issued in Common Stock.

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Dilution 10 changes

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Our historical net tangible book

historical net tangible book value (deficit) as of March 31, June 30, 2023 is ($3,083,960) ($3,191,047) or ($0.51) ($0.53) per share of Common Stock, based on 6,004,000 shares of our Common Stock outstanding after the 2-for-1 forward stock split effective April 17, 2023.

giving effect to (1) our sale of 1,000,000 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 after March 31, 2023 ($268,000); the exchange of convertible debt for Series A Preferred Stock plus accrued interest after March 31, June 30, 2023 of $48,383 ($308,383); ($600,000); the mandatory conversion of the remaining convertible note net of debt discount of $4,958 and including accrued interest of $879 ($20,921); $1,071 ($26,071); and the elimination of the derivative liability ($668,492), ($587,006), our pro forma as adjusted net tangible book value as of March 31, June 30, 2023 would be $972,835 $2,150,542 or $0.08 $0.18 per share, based on 11,677,450 11,970,576 shares of our Common Stock outstanding. This represents an immediate increase in the pro forma as adjusted net tangible book value of $0.59 $0.71 per share to existing stockholders and an immediate dilution of $4.92 $4.82 per share to investors purchasing shares in this Offering.

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Historical net tangible book value per share as of March 31, June 30, 2023 (0.51 (0.53 ) Increase in net tangible book value per share attributable to new investors $ 0.59 0.71 Pro forma as adjusted net tangible book value per share after the Offering $ 0.08 0.18 Dilution per share to new investors $ 4.92 4.82 (1) The per share dilution calculation excludes the following:

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shares of Common Stock issuable as the Lender Shares;

shares of Common Stock issuable upon the exercise of the CEO Warrants;

shares of Common Stock issuable as the CEO Shares; and

50,000 shares of Common Stock issuable upon the exercise of the CEO shares of Common Stock underlying the stock options granted to directors.

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over-allotment option in full, the pro forma as adjusted net tangible book value per share as of March 31, June 30, 2023, after giving effect to this Offering, would be $0.14 $0.23 per share, and the dilution in net tangible book value per share to investors in this Offering would be $4.86 $4.77 per share.

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of March 31, June 30, 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:

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Dividend policy 1 change

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for the three-month six-month period ending March 31, June 30, 2023 nor through the date of this Offering.

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Market for the common stock 5 changes

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

As of September 1, 2023, 6,254,168

shares of Common Stock were issued and outstanding and held by three five stockholders of record.

We also have outstanding 2,000

2,000 shares of Series X Super Voting Preferred Stock held by Mr. La Rosa, our principal executive officer, that provides to Mr. La Rosa 10,000 votes per share when voting with the Common Stock and 2,836 3,436 shares of our Series A Preferred Stock that will automatically convert into 810,249 981,676 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."

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MD&A 6 changes

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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, June 30, 2023 and March 31, June 30, 2022 have been presented on a consolidated basis.

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demand, low housing inventory and low interest rates created a strong sellers' market leading to escalating home sale prices during 2021. Home prices continued to climb through the remainder of 2022 as the demand for housing continued to be stronger than usual. Rising mortgage rates have negatively impacted existing home sales. In 2022, the 30 year fixed mortgage rate doubled from 2021 and reached over 7.0% in 2023. Housing starts declined as a result of the rising mortgage interest rates and affordability fell for the average home owner.

High demand, low housing inventory

and low interest rates created a strong sellers' market leading to escalating home sale prices during 2021. Home prices continued to climb through 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 and reached over 7.0% in 2023. 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 state wide median sale price for single-family homes in April July 2023 (the most recent data available) was $410,000, the same as $415,000, a 0.7% increase over the prior year and median price for condo-townhouse units was $325,000 $319,000 up 4.8% 4.6 % 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 state wide in April July 2023 totaled 23,334, 22,198 down 17.2% 6.4% year-over-year, while existing condo-townhouse sales totaled 10,040, 8,463, also down 26.8% 9.4% from April July 2022. State wide Florida inventory increased decreased slightly in April July 2023 from a year ago for both existing single-family homes by -0.3%, while increasing by 80.2%, and 97.4% 27.6% for condo-townhouse units. The supply (active listings) (inventory) of single-family existing homes increased by 136.4% 27.3% in April July 2023 to a 2.6-months' 2.8-months' supply over the same month last year, while existing condo-townhouse properties increased to a 3.5-months' 3.6-months' supply in April July 2023, a 169.2% 71.4% increase over the same month last year.

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Our annual fee revenue per sales agent was $100 for the three six months ended March 31, June 30, 2023 and 2022 and the years ended December 31, 2022 and 2021. Effective September 1, 2023, the annual revenue fee was increased to $149.

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of this Offering, we may recognize certain compensation expenses including compensation expense of approximately $6,150,000 $6,296,000 related the granting of restricted stock awards with respect to 1,230,000 1,259,000 shares of our Common Stock to our senior executive officers, as described in "Security Ownership Of Certain Beneficial Owners And Management". In addition, we expect to grant 400,168 391,972 restricted stock units (based on an offering price of $5.00 per share in this offering) representing shares of our Common Stock to our employees, contractors, and directors in connection with the completion of this Offering under our 2022 Equity Incentive Plan and will incur a charge of $2,000,000 $1,960,000 related to stock-based compensation in 2023. We will incur additional charges in the future related to additional equity grants under our 2022 Equity Incentive Plan. We also expect our selling, operating and administrative expenses to increase in the near-term as we add additional personnel and incur additional expenses that we did not incur as a private company, including costs related to becoming a public company and compliance with related governance and disclosure requirements.

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Management 18 changes

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determination determining the independence of our directors, our board of directors applied the standards set forth in the Nasdaq Rules and in Rule 10A-3 under the Exchange Act. Under such definitions, our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board has determined that Mr. Stringer, Mr. Siegel and Ms. White are all independent directors of the Company. Under such rules, Mr. Joseph La Rosa is not independent due to his position as our Chief Executive Officer. Also, as the brother of Joseph La Rosa, Michael A. La Rosa not deemed to be independent.

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Effective as of the closing date of this Offering, the compensation committee will grant to Mr. Metzroth 330,000 a number of "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 equal to vest on the last day three percent (3%) of the month after total outstanding shares of the month Company's Common Stock as of the closing date of this Offering with the balance of such shares vesting monthly in 23 equal installments closing of 13,750 shares on the last day of each successive month. Offering. These shares will be immediately vested upon issuance. 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.

Metzroth will also be entitled to receive other benefits generally available to other Company employees (which may include, among other things, a Company's sponsored retirement plan) and he will be reimbursed for his documented and approved expenses related to the business of the Company. Mr. Metzroth will be entitled to 5 five weeks vacation per year.

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Mr. Gracy's employment was terminated on November 15, 2022. All future equity awards have been forfeited. As of March 31, June 30, 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."

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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, June 30, 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, June 30, 2023 and at December 31, 2022 of $48,000.

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Celebration Office Condos

LLC also The Company leases a its corporate office to La Rosa Realty, LLC. There was no from an entity owned by the chief executive officer. The rent expense was $67,410 for the three months ended March 31, six-month period ending June 30, 2023. or for the year ended December 31, During 2022, no rent expense was charged to the Company. 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. either party.

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free, due on demand, non-documented advances to La Rosa Realty, LLC for the general operations of the company. The outstanding balance was $60,591 and $75,591, as of March 31, June 30, 2023 and December 31, 2022, respectively.

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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, June 30, 2023 and December 31, 2022.

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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 as of both March 31, June 30, 2023 and December 31, 2022.

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In March 2023, we exchanged, in a private placement under Sections 3(a)(9) and 4(a)(2) of the Securities Act, each of the above promissory notes, representing an aggregate amount of principal and accrued interest of $833,101, for 830 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.

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 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, 31, 2023. The option expired unexercised.

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In March 2023, we exchanged, in a private placement under Sections 3(a)(9) and 4(a)(2) of the Securities Act, the above Convertible Original Issue Discount Promissory Note to Joseph La Rosa, representing an aggregate amount of principal and accrued interest of $491,530, for 491 shares of our Series A Preferred Stock at an exchange rate of $1,000.00 per share.

1 unchanged paragraph

La Rosa Realty, LLC has provided an interest free, due on demand advance to La Rosa Insurance LLC, a company owned by the Company's chief executive officer. The outstanding balance was $41,558 and $32,508 as of December 31, 2022 and 2021.

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

In March 2023, the Company

and Mr. La Rosa exchanged the La Rosa Notes for 1,321 shares of the Company's Series A Preferred Stock at an exchange rate of $1,000.00 per share in a private placement which shares will convert automatically upon the closing of this Offering into 377,428 shares of our Common Stock (based on an offering price of $5.00 per share in this offering).

31, No dividends were paid for the six-month period ended June 30, 2023 nor through the date of this Offering.

Principal stockholders 240 changes

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 July 14,

certain information, as of September 1, 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 6,254,168 shares of Common Stock issued and outstanding on July 14, September 1, 2023, and 11,677,450 11,970,576 shares of Common Stock, including 810,249 981,676 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, and 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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(2) Based on 6,004,000 6,254,168 shares of Common

1 unchanged paragraph

(3) Based on 11,677,450 11,970,576 shares of Common

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(6) Effective as of the closing date

(6) Effective as of the closing date of this Offering, Mr. Metzroth will receive 330,000 a number of "restricted" shares of the Company's Common Stock which will equal 3% of outstanding shares on the Offering date, which will vest evenly over a two-year period. immediately.

(7) Includes 233,549 114,328 shares to be issued

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possible resale by the Selling Stockholders identified in the table below of up to 2,430,187 2,519,840 shares of our Common Stock. The Selling Stockholder Shares include: (i) 2,380,187 2,469,840 shares of Common Stock issued to 172 168 Selling Stockholders; and (ii) 50,000 shares of Common Stock issuable upon exercise of the Representative's Warrant (or 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 information

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

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 July 14, September 1, 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.

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 September 1, 2023 for purposes of determining the beneficial ownership before the Offering. The percentage of shares beneficially owned before the Offering is based on 6,254,168 shares of our Common Stock issued and outstanding on September 1, 2023, and 11,970,576 shares to be issued and outstanding after the Offering.

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Exchange Listing, LLC (3)

Emmis Capital II LLC (6)

ROI Funding, LLC (7)

Sonia Fuentes Blanco (9)

Reyex Consulting LLC (10)

Aide Portocarrero (15)

Alejandro Rodriguez (15)

Alessandro Minato (15)

Ann Maureen Fertic (15)

Annette Rodriguez Torres (15)

Bernardo Reynoso (15)

Bernardo Robles (15)

Brittanie Jarvis (15)

Caleb Carpenter (15)

Catherine Starkweather (15)

Debbie Greenlees (15)

Federico Berrios (15)

Felix Clarke Mercado (15)

Francis Alvarez Lopez (15)

Gemma Aurora Pressinger (15)

Henelys Castillo (15)

Humberto Cuevas (15)

Irena Aistrop (15)(85)

Jannette Figueroa-Torres (15)(85)

Jessica Gardner (15)

Jorge A Barcelo (15)

Karie Susan Rebeyka (15)

Laverne Grajales (15)

Linda Joy Jesse (15)

Lou Clementine Corda (15)

Lynda Cologero (15)(85)

Lynda Smith Rippolone (15)

Mabel Vega-Negron (15)

Maria Van Elderen (15)

Mark Peters (15)(85)

Matthew Montalvo (15)

Michelle Butler (15)

Mihaela Ioana Curtu (15)

Milton Lloyd Thompson (15)

Moire Mckibbin (15)(85)

Patricia S Rojas Garcia (15)

Rosalina Martinez (15)

Sandra Schmidt (15)(85)

Veronica Cristina Caceres (15)

Victor Valentin (15)

Vishal Sitlapersad (15)

Yamile Garrido Crespo (15)(85)

Alex Santos (15)(84)

Lissette Ortolini (15)

Damaris Reymann (15)

Angie Rodriguez (15)

Pedro Aguilar (15)(85)

M-Lunie Fontaine (18)

Esmelida Torres (20)

Yanira Figueroa Diaz (22)

Choudhry Fearless Investments LLC (24)

Dwight Anderson (25)

Hala Dafterdar, PA (30)

Alexander Vazquez (31)

Pierreline Prinvil Crews (33)

Marlene Eustache (34)

Zora Richardson Thomas (35)

Ephraim Joel Maldonado (40)

Fayoola C Wilson (41)

Natasha Fontaine (42)

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and 160 more changes in the filing

Plan of distribution 13 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 US Tiger Securities, Inc. Alexander Capital, L.P. in this initial public offering, except US Tiger Securities, Inc. Alexander Capital, L.P. may sell the shares issuable upon its exercise of the Representative's Warrant.

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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 On August 28, 2023, the Company repaid the note as with a principal balance of July 14, 2023, including but not limited to its right to receive default $277,778, accrued interest of $21,842, and a delinquency penalty of $17,258. In addition, in accordance with the terms of the original note, the Company issued 30,000 shares of Common Stock valued at the expected IPO price of $5 per share to receive any additional fees, penalties and charges. Emmis Capital on August 28, 2023.

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On January 10, 2022, the Company issued to CGB-TRUST-1001-01-13-22 and ELG-TRUST-1004-09-01-13 equally as assignees of a consultant, Bonilla Opportunity Fund I Ltd., as compensation for its services and for the purchase price of $120.00, a total of 120,000 shares of Common Stock, with anti-dilution and reverse stock split protection to permit that consultant to maintain its percentage ownership prior to and immediately after the closing of the Company's initial public offering. On July 28, 2022, the Company and Bonilla Opportunity Fund I Ltd. amended the services agreement pursuant to which the Company issued to each of two assignees of Bonilla Opportunity Fund I Ltd., CGB-TRUST-1001-01-13-22 and ELG-TRUST-1004-09-01-13, equally an additional total of 133,040 shares of Common Stock. Those shares were subsequently determined by the Company to have been issued erroneously and were cancelled. On July 31, 2023, the Company evaluated the agreement and determined that the performance condition was satisfied and issued to CGB-TRUST-1001-01-13-22 and ELG-TRUST-1004-09-01-13 a total of 250,168 shares of Common Stock, which were valued at the expected IPO price of $5 a share. The Company expects to issue to the consultant additional shares of Common Stock once the Company's shares trade on Nasdaq to fulfill the anti-dilution protection in the agreement.

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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. On August 28, 2023, the Company repaid the note with a principal balance of $277,778, accrued interest of $21,842, and a delinquency penalty of $17,258. In addition, in accordance with the terms of the original note, the Company issued 30,000 shares of Common Stock valued at the expected IPO price of $5 per share to Emmis Capital on August 28, 2023.

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From June to November 2022,

From February 2023 through June

From June 2022 to January 2023, the Company issued restricted stock units representing 400,168 391,972 shares of Common Stock to 92 89 real estate agents and employees who provide services to the Company under the Company's 2022 Equity Incentive Plan. All such issuances were exempt from the registration requirement of the Securities Act pursuant to Rule 701 thereunder.

From February 2023 through August 2023, we issued 923 1,523 shares of our Series A Convertible Preferred Stock to 73 77 accredited sophisticated investors in a private placement pursuant to Regulation D under the Securities Act. Upon the closing date of this Offering, the 923 1,523 shares of the Series A Preferred Stock will automatically convert into 263,686 435,113 shares of our Common Stock (based on an offering price of $5.00 per share in this Offering) upon the closing of this Offering.

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From June 2022 to January 2023,

From June 2022 to January 2023, the Company issued a restricted stock units that may be redeemed for 800,336 391,972 shares of Common Stock under the Company's 2022 Equity Incentive Plan to 92 89 real estate agents and employees who have provided services to the Company. All such issuances were exempt from the registration requirement of the Securities Act pursuant to Rule 701 thereunder. Those shares are being registered for public resale in the registration of which this prospectus is a part. See "Selling Stockholders."

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Upon completion of the sale

Upon completion of the sale of shares of Common Stock pursuant to this Offering, we will have 11,677,450 11,970,576 shares of Common Stock issued and outstanding based on an offering of 1,000,000 shares of our Common Stock, which will include the conversion of 2,836 3,436 shares of our Series A Preferred Stock into 810,249 981,676 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 11,827,450 12,120,576 shares of Common Stock issued and outstanding.

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6,004,000 All 6,254,168 shares of our Common Stock, but for the 4,000 shares issued to our Chief Technology Officer, and 2,000 shares of our Series X Super Voting Preferred Stock previously issued that were not offered and sold or registered in this Offering, as well as shares subject to employee stock options or restricted stock units, are or will be upon issuance, "restricted securities," as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if such public resale is registered under the Securities Act or if the resale qualifies for an exemption from registration under Rule 144 under the Securities Act, which are summarized below.

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Notes to the financial statements 1 change

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Condensed Consolidated Balance Sheets as of March 31, June 30, 2023 and December 31, 2022 Unaudited Condensed Consolidated Statements of Operations for the three six months ended March 31, June 30, 2023 and 2022 Unaudited Condensed Consolidated Statements of Changes in Stockholders' (Deficit) for the three six months ended March 31, June 30, 2023 and 2022 Unaudited Condensed Consolidated Statements of Cash Flows for the three six months ended March 31, June 30, 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 4: RELATED PARTY TRANSACTIONS 4 changes

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to an unaffiliated private investor an unsecured subordinated promissory note (the "ELP Note") in the principal amount of $40,000 that was used for general corporate purposes. Interest accrues on the principal amount at 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 original maturity of the note was April 30, 2022, which has been extended to January 31, 2023.

On July 15, 2021, the Company issued

issued to an unaffiliated private investor an unsecured subordinated promissory note (the "ELP Note") in the principal amount of $40,000 that was used for general corporate purposes. Interest accrues on the principal amount at 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 original maturity of the note was April 30, 2022, which has been extended to January 31, 2023. On December 1, 2022, Joseph La Rosa entered into an agreement with Mr. Carlos J. Bonilla, an attorney with the law firm of ELP Global PLLC that represents the Company, pursuant to which Mr. La Rosa sold to Mr. Bonilla 600,000 shares of his Common Stock in exchange for the assignment by Mr. Bonilla of the ELP Note plus accrued interest and the payment by Mr. Bonilla to Mr. La Rosa of cash in the amount of $449,500. The agreement provides to Mr. Bonilla reverse split and anti-dilution protection and an option to sell all such shares back to Mr. La Rosa at a price of $598,000 on or before August 23, 31, 2023. As a result of the assignment of the ELP Note to Mr. La Rosa, the principal balance of $40,000 was reclassified to "Due to related party" on the Consolidated Balance Sheets.

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to Joseph La Rosa a Convertible Original Issue Discount Promissory Note in the original principal amount of $491,530 for which he paid $449,500 that the Company used for general corporate purposes. This note has an annual original issue discount of 8.55% with a default interest rate of 24.0% and a $5,000 per month per occurrence delinquency penalty. Mr. La Rosa has the right at any time, at his option, to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into shares of the Company's Common Stock at a price equal to the offering price of the initial public offering multiplied by 0.75 with certain distribution, fundamental transaction and anti-dilution protections and cash penalties for failure to deliver the shares in a timely manner. The Company also issued to Mr. La Rosa warrants (the "Note Warrants") exercisable for 50,000 shares of the Company's Common Stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of our Common Stock equal to the number of shares that would be issued upon full conversion of this note; and (iv) have an exercise price equal to the lower of: (A) $50.00 $5.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company. The Company also granted to Mr. La Rosa: (i) upon the repayment of the loan, 60,000 shares of the Company's Common Stock (based on an assumed offering price of $50.00 $5.00 per share in the initial public offering (or 60,000 shares if no subsequent offering is undertaken by the Company at the time of repayment), (ii) the right to participate in any future financings, (iii) the right to rollover the principal and interest due to acquire Company securities in any future public or private offering, (iv) extensive and non-customary default provisions in the note, and (v) certain other affirmative and negative covenants. The loan will mature on the earlier of (i) six months from the date of issue or upon the completion of the Company's initial public offering. The loan is junior in payment to any senior debt and is unsecured.

Note 6: DEBT 1 change

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and Emmis Capital II, LLC, an affiliate of one of the Company's consultants ("Emmis Capital"), entered into a Securities Purchase Agreement and Senior Secured Promissory Note ("OID Note") in the principal amount of $277,778 that was used for general corporate purposes. This OID Note has an original issue discount of 10.0% with a default interest rate of 24.0% and a $5,000 per month per occurrence delinquency penalty. At the Company's option, upon not less than five business days' written notice to the lead investor prior to the date on which interest is due, the Company may pay such interest (i) in kind or (ii) partly in cash and partly as interest paid in kind ("PIK Interest"). The PIK Interest will be capitalized, compounded and added to the unpaid principal amount of the note. Amounts representing the PIK Interest will be treated as principal. The note holder has the right at any time, at the holder's option, to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the OID Note into shares of our Common Stock at a price equal to the offering price of this Offering multiplied by 0.75 with certain distribution, fundamental transaction and anti-dilution protections and cash penalties for failure to deliver the shares in a timely manner. The Company also issued to the lenders warrants (the "Lender Warrants") exercisable for 25,000 50,000 shares of the Company's common stock that: (i) have a term of 60 months; (ii) have full ratchet anti-dilution protection provisions; (iii) are exercisable for a number of shares of the Company's common stock equal to the number of shares that would be issued upon full conversion of this Note; and (iv) have an exercise price equal to the lower of: (A) $10.00 $5.00 per share, or (B) the price per share of any subsequent offering undertaken by the Company. The Company also granted to the lenders: (i) upon the repayment of the loan, 15,000 30,000 shares of the Company's common stock (based on an assumed offering price of $10.00 $5.00 per share (the "Lender Shares") (or 30,000 shares if no subsequent offering is undertaken by the Company at the time of repayment), (ii) the right to participate in any future financings, (iii) additional "piggy back" registration rights, (iv) the right to rollover the principal and interest due to acquire Company securities in any future public or private offering, (v) extensive and non-customary default provisions in the note, and (vi) certain other affirmative and negative covenants. On or before the date that is ninety days after this Offering, the Company is required to file a registration statement with the SEC to register the securities issued to the lenders and to have that registration statement declared effective by May 13, 2023. The loan will mature on the earlier of (i) six months from the date of issue or upon the completion of this Offering. The loan is senior in payment to all of our other debt and is secured by virtually all of the Company's assets.

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Note 10: SUBSEQUENT EVENTS 1 change

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Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 Series X shares issued and outstanding at March 31, June 30, 2023 and December 31, 2022 respectively; 2,264 2,836 Series A shares issued and outstanding at March 31, June 30, 2023 and none issued or outstanding at December 31, 2022 - - Common stock - $0.0001 par value; 250,000,000 shares authorized; 6,004,000 and 6,000,000 issued and outstanding at March 31, June 30, 2023 and December 31, 2022, respectively Additional paid-in capital 3,993,032 4,646,081 1,410,724 Accumulated deficit (5,278,270 (5,681,764 ) (4,289,319 ) Total Stockholders' Deficit (1,284,638 (1,035,083 ) (2,877,995 ) Total Liabilities and Stockholders' Deficit $ 3,852,109 4,288,464 $ 3,880,790 See notes to unaudited condensed

Financial statements 210 changes

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Subsequent to the quarter ending March 31,

2023, the Company issued an additional 268 shares of its Series A Convertible Preferred Stock to 24 accredited sophisticated investors in a private placement pursuant to Regulation D under the Securities Act, raising $268,000. The Company also exchanged, in a private placement under Sections 3(a)(9) and 4(a)(2) of the Securities Act, an additional nine of the convertible promissory notes, representing an aggregate amount of principal and accrued interest of $308,383, for 304 shares of its Series A Preferred Stock at an exchange rate of $1,000.00 per share.

Upon the closing of a future initial public

On April 17, 2023, the Company effected

a 2-for-1 forward stock split of its Common Stock issued and outstanding (including adjustments for fractional shares). Any fractional shares resulting from the Forward Stock Split have been rounded up to the nearest whole share.

The OID Note issued on November 14, 2022

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 note matured on May 14, 2023. 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, 2023, including but not limited to its right to receive default interest and to receive any additional fees, penalties and charges.

Subsequent to the six-month period ending June 30, 2023, the Company issued an additional 600 shares of its Series A Convertible Preferred Stock to three accredited sophisticated investors in a private placement pursuant to Regulation D under the Securities Act, raising $600,000.

Upon the closing of a future initial public offering, the 2,836 3,436 shares of the Series A Preferred Stock outstanding will automatically convert into 810,249 981,677 shares of our the Company's Common Stock (based on an assumed offering price of $5.00 for the Company's initial public offering).

Cash Advance Agreement

On July 3, 2023, the Company entered into

a Standard Merchant Cash Advance Agreement (the "Cash Advance Agreement") with Cedar Advance LLC ("Cedar") for the purchase and sale of future receipts pursuant to which the Company sold in the aggregate $764,150 in future receipts of the Company for $500,650. Future receipts include cash, check, credit or debit card, electronic transfer, or other form of monetary payment. Until the purchase price has been repaid, the Company agreed to pay Cedar $27,187.50 per week. In addition, the Company granted Cedar a security interest in all the Company's accounts, including deposit accounts and accounts receivable and proceeds.

The OID Note issued on November 14, 2022 was repaid by the Company on August 28, 2023. The Company repaid the principal balance of $277,778, paid accrued interest of $21,842, and paid a delinquency penalty of $17,258. In addition, in accordance with the terms of the original note, the Company issued 30,000 shares of Common Stock to Emmis Capital on August 28, 2023.

Common Stock Issuance

On January 10, 2022, the company entered

into an investment banking agreement with a consultant. In addition to other compensation the agreement requires the issuance of common stock of the Company equal to 4.0% 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 4.0% 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 performance condition was satisfied on July 31, 2023. As such, the Company issued 250,168 shares on July 31, 2023, valued at the expected IPO price of $5 a share. The Company expects to issue additional shares once the Company's shares trade on a Senior Exchange to fulfill the anti-dilution protection in the agreement.

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September 15, 2022, the Company and its sole member entered into an agreement with La Rosa Holdings Corp. pursuant to which La Rosa Holdings Corp. will acquire 51% of the membership interest in Horeb Kissimmee Realty, LLC. La Rosa Franchising LLC, with whom, the Company entered into a franchise agreement with in 2019 is a wholly owned subsidiary of La Rosa Holdings Corp. The agreement will close within five days an underwritten initial public offering of La Rosa Holdings Corp. F- 70 Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee Balance Sheets March 31, June 30, 2023 December 31, 2022 (Unaudited) (Audited) Assets Current Assets Cash $ 260,711 212,161 $ 124,296 Accounts receivable, 127,634 net 137,014 104,151 Total Current Assets 388,345 349,175 228,447 Fixed assets, net 11,090 9,889 12,291 Right of use asset 112,486 211,148 134,387 Total Assets $ 511,921 570,212 $ 375,125 Liabilities and Members' Deficit Equity Current Liabilities Accounts payable $ 144,818 129,738 $ 75,408 Accrued expenses 121,278 139,604 121,254 Operating lease liability 63,710 141,925 59,001 Notes Note payable, current 3,771 - 7,765 Total Current Liabilities 333,577 411,267 263,428 Long Term Long-Term Liabilities Operating lease liability, net of current 50,747 82,453 75,386 Notes Note payable, net of current 146,229 150,000 142,235 Total Long-Term Liabilities 196,976 232,453 217,621 Total Liabilities 530,553 643,720 481,049 Commitments and contingencies (Note 5) Members' Deficit (18,632 (73,508 ) (105,924 ) Total Liabilities and Members' Equity (Deficit) $ 511,921 570,212 $ 375,125 See notes to the unaudited interim financial statements.

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Three Months Ended March 31,

Six Months Ended June 30,

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Other Income (Expense)

Total Other Income (Expense)

See notes to the unaudited interim financial statements.

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Balance as of January 1, 2023

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Balance, March 31, 2023

Balance as of June 30, 2023

Balance as of January 1, 2022

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Balance, March 31, 2022

Balance as of June 30, 2022

See notes to the unaudited interim financial statements.

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Three Months Ended March 31,

Six Months Ended June 30,

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Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

Depreciation and amortization

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Cash Flows from Investing Activities:

Cash Flows Used in Investing Activities:

Cash paid for fixed assets financing lease

Net Cash Used in Provided by Investing Activities

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Net Cash Provided by Used in Financing Activities

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Cash at End of Period

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Cash Paid During the Year Period for:

Non-Cash Activities:

Right-of-use assets obtained in exchange for lease obligations

See notes to the unaudited interim financial statements.

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to the Financial Statements

to the Interim Unaudited Condensed Consolidated Financial Statements

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receivable consist of balances due from agents and commissions from closings. For the three six months ended March 31, June 30, 2023 and 2022, the Company did not record any allowance for doubtful accounts, based on the Company's historical ability to collect substantially all receivables.

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to the Financial Statements

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Notes to the Interim Unaudited Condensed Consolidated Financial Statements NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. The methodology establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels as follows:

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to the Financial Statements

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recognition (continued)

Estate Brokerage Services (Residential)

Notes to the Interim Unaudited Condensed Consolidated Financial Statements NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Recognition (continued) Real Estate Brokerage Services (Residential) The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions.

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to the Financial Statements

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recognition (continued)

Estate Brokerage Services (Commercial), continued

Notes to the Interim Unaudited Condensed Consolidated Financial Statements NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Recognition (continued) Real Estate Brokerage Services (Commercial), continued When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the "buy" side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon closing of property within days of the closing of a transaction at a rate of 10% of the gross commission income. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided.

from contracts with customers are summarized by category as follows for the three six months ended March 31: June 30:

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Advertising costs are expensed as incurred. Advertising expenses for the three six months ended March 31, June 30, 2023 and 2022 was $3,731 $12,585 and $7,061, $14,412, respectively.

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to the Financial Statements

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Notes to the Interim Unaudited Condensed Consolidated Financial Statements NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Leases In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02 ("ASU 2016-02"), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASC 842 as of January 1, 2022, using the modified retrospective basis with a cumulative effect adjustment as of that date. In addition, we the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us the Company to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented.

Lease assets are included within operating lease right-of-use assets, and the corresponding operating lease liabilities are recorded as current portion of long-term operating lease, leases, and within long-term liabilities as long-term operating lease, leases, net of the current portion on our the consolidated balance sheet as of March 31, June 30, 2023.

Adoption of the new lease

of the new lease standard on January 1, 2022 had a material impact on our the Company's consolidated balance sheet. As of March 31, June 30, 2023, the Company recognized a right-of-use ("ROU") asset of $112,486 $211,148 and a lease liability of $114,457 for our operating lease $224,378 on the consolidated balance sheet. ROU assets represent our the Company's right to use an underlying asset for the lease term and lease liabilities represent our the Company's obligation to make lease payments arising from the lease. The standard did not materially impact our the Company's consolidated statement of operations and consolidated statement of cash flows.

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to the Financial Statements

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Issued Accounting Standards

Notes to the Interim Unaudited Condensed Consolidated Financial Statements NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The Company is currently continuing evaluating the impact of the pending adoption of the new standard on its financial statements and in assumption that the standard does not have material impact on our business.

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assets consist of the following as of March 31: June 30:

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Company is obligated under a noncancellable operating lease terms for office space through December 2024 with monthly payments of $5,410, including annual escalation at 3% plus certain occupancy expenses as prescribed in the lease, including without limitation certain utility costs. Rent expense plus certain occupancy expenses as prescribed in the lease for three months ended March 31, 2023, and 2022 was $44,404 and $19,944, respectively.

Kissimmee Realty, LLC

Rosa Realty Kissimmee

to the Financial Statements

5 - COMMITMENTS AND CONTINGENCIES (continued)

balances for operating leases where the Company is the lessee are presented as follows within the balance sheet:

Operating lease right-of-use asset

Current portion of long-term operating lease

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and 130 more changes in the filing