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CORRESP
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Via
EDGAR Submission and Federal Express

March 15, 2017

United
States Securities and Exchange Commission

Division
of Corporation Finance

Attn:
Craig Slivka

100
F. Street, N.E.

Washington, D.C. 20549

 Re: SG
                                         Blocks, Inc. (the “Company”)

                                         Registration Statement on Form S-1

                                         Filed February 6, 2017

                                         File No. 333-215922

Dear
Mr. Slivka:

SG
Blocks, Inc., a Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission
(the “Commission”) Pre-Effective Amendment No. 1 to its Registration Statement on Form S-1 (as amended, the
“Registration Statement”).

On
behalf of the Company, we are writing to respond to the comments raised in the letter to the Company, dated March 3, 2017, from
the Staff of the Commission (the “Staff”). The Company’s responses below correspond to the captions and
numbers of those comments (which are reproduced below in italics). Where applicable, we have referenced in the Company’s
responses the section or appropriate page number(s) of the Registration Statement. Capitalized terms used in this letter but not
otherwise defined herein have the meanings assigned to them in the Registration Statement.

General

 1. Please
                                         revise your registration statement to provide updated financial statements and related
                                         disclosures as required by Rule 8-08 of Regulation S-X.

Response:
The Company has included in its Registration Statement updated financial statements as requested.

    David.Watson@ThompsonHine.com   Phone (216) 566-5598   Fax (216) 566-5800

Thompson
Hine llp

    3900
    Key Center
    www.ThompsonHine.com

Attorneys
at Law

    127
    Public Square
    Phone:
    216.566.5500

    Cleveland,
    Ohio 44114-1291
    Fax:
    216.566.5800

March
15, 2017

Page
2

Prospectus
Summary, page 1

 3. Please
                                         ensure that the information you include in your summary is balanced. To the extent that
                                         you cite competitive strengths in your summary, please review each one and revise as
                                         necessary to provide balanced information. By way of example and not limitation, your
                                         history of bankruptcy, net losses, uncertainty as to your ability to continue as a going
                                         concern, substantial level of indebtedness, and the ownership of 88% of SG Blocks, Inc.’s
                                         common stock by a limited number of shareholders should be featured prominently in the
                                         summary.

Response:
In response to the Staff’s comment, the Company has included additional disclosure in the Prospectus Summary with respect
to certain risks relating to the Company’s operations and current ownership as noted by the Commission.

With
respect to the Company’s “substantial level of indebtedness” as noted by the Commission, the Company advises
the Commission that the Company’s total debt, as reflected on the Company’s balance sheet for the fiscal year ended
December 31, 2016, is $2,446,337 (net of discounts of $991,163), as compared to $5,611,841 (net of discounts of $393,169), for
the year ended December 31, 2015.

The Company currently has outstanding
$3,437,500 of convertible debentures issued to Hillair Capital Investments L.P. (the “2016 OID Debentures”).
In February 2017, Hillair Capital Investments L.P. agreed to convert 50% of the OID Debentures in the amount of $1,718,750, or
458,334 shares of common stock, in connection with the effective date of the Company’s offering. The Company has included
disclosure of the conversion throughout the Registration Statement, including the beneficial ownership table on page 57. The Company
believes this information is useful for readers of the Registration Statement and that it will assist readers in understanding
other disclosures related to the Company’s capitalization structure included elsewhere in the Registration Statement. After
the partial conversion of the 2016 OID Debentures, the Company will have total long-term debt of $1,718,750. In addition, as discussed
in the “Use of Proceeds” section of the prospectus, the Company plans to use a portion of the offering proceeds to
pay off the remaining portion of the 2016 OID Debentures. In light of this reduction in the Company’s indebtedness, the Company
believes that its level of indebtedness as of the effective date of the offering is not material, and we have therefore omitted
this factor within the description of operational risks within the Prospectus Summary.

Risk
Factors, page 7

 4. Please
                                         add a risk factor addressing your independent registered public accounting firm’s
                                         opinion regarding the substantial doubt about your ability to continue as a going concern.

Response:
Please see the risk factor on page 9  in response to the Staff’s comment. The Company believes that upon the
successful completion of the offering and / or validation from management on sufficient liquidity from continuing operations,
the Company’s auditors, Whitley Penn, LLP, will be open to removing the going concern qualification.

March
15, 2017

Page
3

We
are dependent on the services of key personnel, and the unexpected loss . . ., page 9

 5. We
                                         note your disclosure that you are currently negotiating new employment agreements with
                                         your officers. Please confirm that you will update this disclosure and your disclosure
                                         on page 53 to reflect the entry into agreements with such officers, if applicable.

Response:
In response to the Staff’s comment, the Company has included a description of the employment agreements recently
entered into with its executive officers, which were filed as exhibits to the Company’s current report on Form 8-K
filed with the Commission on March 14, 2017. The Company has also revised the disclosure beginning on page 53 of the
Registration Statement to reflect the new employment agreements.

Failure
to establish and maintain effective internal controls in accordance . . ., page 14

 6. Please
                                         discuss here that your internal controls are still in a state of transition as you work
                                         to remedy the significant deficiencies that constitute a material weakness in your internal
                                         control over financial reporting.

Response: In response to the Staff’s comment, we have added disclosure to this risk factor reflecting this
continuing state of improvement of our internal controls. However, as described in the Company’s Annual Report on Form 10-K
filed with the Commission on February 21, 2017 (the “2016 Annual Report”), the Company’s management assessed
the effectiveness of our internal control over financial reporting as of December 31, 2016 and concluded that, as of such date,
the Company had remediated the material weaknesses identified in the Company’s Annual Report on Form 10-K filed with the
Commission on July 21, 2016. Although management has determined that our internal controls are effective as of December 31, 2016,
the Company will continue to take steps to improve our system of internal controls.

Market
For Common Equity and Related Stockholder Matters, page 20

 7. Please
                                         revise your disclosure in this section and your beneficial ownership disclosure to be
                                         as of the same date. In this regard, we note your disclosure in this section is as of
                                         January 31, 2017 while your disclosure regarding beneficial ownership is as of February
                                         1, 2017.

Response: The
Company has conformed the beneficial ownership disclosure on pages 9, 14, 21, 50, 51 and 57 to be as of the same date (March 10,
2017).

Our
Emergence From Bankrupcty, page 28

 8. Please
                                         expand your discussion of your bankruptcy to include details regarding (i) what led to
                                         your decision to voluntarily enter bankruptcy proceedings and (ii) the reorganization
                                         of SG Blocks, Inc. such that potential investors can evaluate the current prospects for
                                         your company.

Response: In response to the Staff’s comment, the Company has provided a more detailed background on page
29 with respect to the Company’s emergence from bankruptcy in 2016 and our subsequent reorganization.

March
15, 2017

Page
4

Description
of Business, page 29

 9. Please
                                         revise this section to discuss in more detail the products and services that you offer.
                                         In this regard, we note that your website provides more detail regarding the different
                                         services and the core deliverables offered by you.

Response: In
response to the Staff’s comment, the Company has included a more detailed description of the products and services we offer
on page 30.

Environmentally
Responsible Building, page 30

 10. We
                                         note that you believe the SG BlocksTM system contributes significantly towards
                                         LEED certification for completed projects. Please tell us whether the LEED certification
                                         program considers your product to be a positive factor when certifying a building as
                                         LEED.

Response: The use of the SG BlocksTM system on a building provides between 4-6 points towards the LEED
certification levels. The areas in the LEED checklist that are typically associated with the Company’s building structure
are as follows:

 ● Reduced
                                         site disturbance;

 ● Resource
                                         reuse;

 ● Recycled
                                         content;

 ● Innovation
                                         in design; and

 ● Local
                                         and regional materials.

The
above list represents almost 20% of the base certification points required to obtain LEED certification for completed projects.
Therefore, because SG BlocksTM satisfy such requirements, we believe the LEED certification program considers SG BlocksTM
to be a positive factor when certifying the building as LEED.

Our
Customers, page 32

 11. Please
                                         add a risk factor that discusses the risks associated with your accounts receivable due
                                         from only two to three customers.

Response:
In response to the Staff’s comment, the Company has added a risk factor on page 9.

Our
Suppliers, page 32

 12. Please
                                         expand your disclosure to discuss the raw materials and suppliers for the various finishes
                                         you offer (e.g. windows, sidings, insulation, etc.).

Response:
In response to the Staff’s comment, we have added additional disclosure to page 34  describing our suppliers for the
raw materials we require to produce the SG BlocksTM deliverable, in addition to the actual shipping
container.

March
15, 2017

Page
5

Intellectual
Property, page 33

 13. We
                                         note your risk factor on page 10 referencing a pending patent application for your proprietary
                                         manufacturing process. Please revise this section to include a discussion of such pending
                                         patent application. See Item 101(h)(vii) of Regulation S-K.

Response: In
response to the Staff’s comment, the Company has included a description of the Company’s current patent application
on page 10.

Management’s
Discussion and Analysis of Financial Condition and . . ., page 34

Results
of Operations, page 34

 14. We
                                         refer to your narrative of the combined operations of the predecessor and successor entities.
                                         It is generally inappropriate to combine financial information for predecessor and successor
                                         entities where fresh-start accounting has been applied since the successor financial
                                         statements are not comparable to the financial statements prepared prior to the effective
                                         date of the bankruptcy plan of reorganization. In this regard, please revise your MD&A
                                         to separately present and discuss the historical results of your predecessor and successor,
                                         as appropriate, or explain to us your basis for discussing the combined 2016 operations,
                                         as compared to the results of 2015.

Response: In
response to the Staff’s comment, the Company has conformed the financial statements in the Registration Statement with the
2016 Annual Report, which presents our financial statements based on the “predecessor” and “successor”
entities. During bankruptcy, the Company operated without interruption. Although the historical financials of the Company prior
to and post-emergence from bankruptcy are not comparable, we include references to year over year numbers for the Predecessor Company
and Successor Company within the MD&A in order to facilitate review for readers of the Registration Statement.

Liquidity
and Capital Resources, page 37

 15. Given
                                         that your auditor expressed substantial doubt about your ability to continue as a going
                                         concern in their audit opinion, please revise your disclosure to provide a more detailed
                                         discussion of how you intend to finance your operations during the next twelve months.
                                         Your disclosure should include a discussion of your current ability to obtain debt or
                                         equity financing or to obtain additional advances from stockholders, given the lack of
                                         cash flows from operations, and should also address the potential risks and consequences
                                         if you are unable to obtain additional financing. Refer to Section 607.02 of the SEC
                                         Codification of Financial Reporting Policies.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 37 to include
a discussion of our plan to finance operations in light of our independent registered public accounting firm’s report expressing
substantial doubt about the Company’s ability to continue as a going concern.

March
15, 2017

Page
6

Critical
Accounting Policies and New Accounting Pronouncements, page 38

Critical
Accounting Policies, page 38

Revenue
Recognition, page 39

 16. Please
                                         revise your disclosure to clarify what percentage of your revenue is attributed to long-term
                                         contracts associated with building projects and related services versus your sale of
                                         repurposed containers to