SecProbe.io

December 6, 2011
 Via E-mail

Brian Wasserman Chief Financial Officer SG Blocks, Inc. 400 Madison Avenue, Suite 16C New York, NY 10017
Re: SG Blocks, Inc.
Form 8-K Filed November 10, 2011, as amended November 14, 2011
  File No. 000-22563

Dear Mr. Wasserman:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 The SG Buildings Network, page 8

 1. Please revise to clarify the nature of your re lationships with ConGlobal Industries and the
Lawrence Group.  For example, are you re quired to purchase a fixed number of
containers each month at a fixed price?  What do you mean by an “in-house architectural
resource,” given that it app ears that Lawrence Group and it s employees are not employed
by you?  Please also file as an exhibi t your supply agreement with ConGlobal.

2. Please reconcile your disclosure on page 6 that  you are a “hands-off supplier” with your
other disclosures regarding the fabricati on, manufacturing, modification and construction
management work you perform.

Brian Wasserman SG Blocks, Inc. December 6, 2011 Page 2

 Forward-Looking Statements, page 21

 3. The safe harbor provisions of the Private Securities Litigation Reform Act are not
applicable to penny stock issuer s.  Accordingly, please revise future filings, as applicable,
to remove references to this act.
 Management’s  Discussion and Analysis…, page 22

 4. Please refer to pages 4-5 in the amende d Form 8-K you filed on November 14, 2011, and
expand to clarify the reasons underlying the ch anges to the line items you mention.  For
example, clarify the material reasons underl ying the significant decline in engineering
and project management revenues.  Please also  clarify why you needed to bid with lower-
than-usual margins to “achieve regulatory approvals.”
 Security Ownership of Certain Benefi cial Owners and Management, page 31

 5. We refer to your disclosures in footnotes 8 and 9 on page 12 of the amended Form 8-K.
In light of the holdings disclosed in footnot e 8, please revise the beneficial ownership
table to reflect Vector Group’s hol dings.  Please also revise to  identify the natural persons
who have or share voting and/or in vestment control over these shares.

Director Independence…, page 43

 6. In light of Mr. Kirkland’s past employment, please tell us how he qualifies as
independent under Nasdaq’s listing standards.
 Exhibits

 7. Please file a complete version of Exhibit 10.6.  We note that multiple exhibits to that
document appear to be missing.  Also, given the reference on page 6 to a subsidiary,
please file the exhibit required by Regulation S-K Item 601(b)(21).

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Brian Wasserman SG Blocks, Inc. December 6, 2011 Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Joseph McCann at 202-551-6262 or  Geoff Kruczek, Senior Attorney, at
202-551-3641 with any questions.
 Sincerely,
  /s/ Geoffrey Kruczek for
         R u s s e l l  M a n c u s o          B r a n c h  C h i e f     cc (via e-mail): Kenneth Schlesinger, Esq.
  Olshan Grundman Frome Rosenzweig & Wolosky LLP