SecProbe.io

February 7, 2012
 Via E-mail

Brian Wasserman Chief Financial Officer SG Blocks, Inc. 400 Madison Avenue, Suite 16C New York, NY 10017
Re: SG Blocks, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed February 3, 2012
  File No. 333-178321

Dear Mr. Wasserman:
We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 Prospectus Summary, page 1

 1. We note your response to prior comment 2 a nd your revised disclosure on pages 4 and
26.  If you believe that you will not have sufficient cash to fund operations for the next twelve months, as indicated on those pages, pl ease revise to state so directly in your
summary.
Exhibit 5.1

2. With a view toward a clarified opinion, please ask counsel to tell us  how it concluded all
“the Shares” are validly issued  given that the prospectus co ver page indicates a portion of
the shares will be resold only upon exercise of  warrants.  Please also ask counsel to
explain the assumption in the penultimate se ntence of the second paragraph.  Please refer
to Section II.B.3.a of Staff Legal Bulle tin No. 19, available on our website at
http://www.sec.gov/interps/legal/cfslb19.htm .

Brian Wasserman SG Blocks, Inc. February 7, 2012 Page 2

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Aslynn Hogue at (202)  551-3841 or Geoffrey Kruczek, Senior
Attorney, at (202) 551-3641 with any questions.

Sincerely,
   /s/ Geoff Kruczek for
 Russell Mancuso Branch Chief
  cc (via e-mail): Kenneth A. Schlesinger, Esq.  Olshan Grundman Frome Rosenzweig & Wolosky LLP