SecProbe.io

August 15, 2024
Joseph F. Basile III
Chief Executive Officer
JFB Construction Holdings
1300 S. Dixie Highway, Suite B
Lantana, FL 33462
Re:JFB Construction Holdings
Draft Registration Statement on Form S-1
Submitted July 19, 2024
CIK No.: 0002024306
Dear Joseph F. Basile III:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover Page
1.We refer to your statement here that you are "assuming" a public offering price that is
applicable if "all" Units offered are sold. Please revise to clarify whether this is the
offering price, or the mid-point of a range, or advise. In addition, please ensure that your
disclosures reflect a firm number of shares to be offered hereunder prior to seeking
effectiveness of your registration statement. Refer to Item 501(b)(2) and (3) of Regulation
S-K.
2.Expand footnote 1 to quantify the amount of the option granted to the underwriter.
Prospectus Summary, page 2
The disclosure in the summary should be a balanced presentation of your business. Please
revise to balance your disclosure regarding your business and development projects with
equally prominent disclosure of the challenges you face and the risks and limitations that 3.

August 15, 2024
Page 2
could harm your business or inhibit your strategic plans. For example, and without
limitation:
•revise to balance your statement that you will "thrive in the years to come" with
appropriate disclosure explaining that you will require significant expenditures to
fund future growth and that you may not be able to obtain additional funds at all or on
acceptable terms, as you discuss on page 9; and
•balance your discussion of your recent increase in gross revenues by explaining that
your results of operations are likely to fluctuate significantly and historical results
should not be considered indicative of results for any future periods, as you state on
page 14, and also that your revenues for the three months ended March 31, 2024
decreased by 57% compared to the prior period.

You should also revise to focus your disclosures on those projects that are completed or
currently in development, and clarify the projects that are aspirational.
4.You state that your primary market is the Florida Atlantic region and that you have
completed projects across 36 states. Please revise to disclose the state(s) of the majority of
your construction projects. In addition, balance your disclosure by discussing the
competitive state of the industry in these areas, and also highlight your significant reliance
on a single customer by quantifying the percentage of your revenues resulting from it.
5.Please revise your summary risk factors as follows:
•revise the fourth bullet on page 4 to quantify the amount of cash held as of a recent
date that is in excess of the FDIC insurance limit, and identify the financial
institution;
•revise the twelfth bullet on page 5 to quantify the control ownership percentage; and
•revise the 21st bullet on page 5 to quantify the percentage of total revenues from
these customers.
Risk Factors, page 8
6.Please ensure that you expand in this section each of the summary risks you note in the
Summary section. For example, please add a risk factor to discuss the risks arising from
economic conditions that impact consumer spending.
Risks Relating to our Business and Strategy
We do not have a significant operating history. . ., page 8
7.We refer to your disclosure that you do not have a significant operating history. We also
note that you commenced operations in May 2014, and that you state in the Summary
section that you have "built a reputation and network of clients and partners." Please
revise to discuss specific issues to explain why you do not believe you have a significant
operating history despite the number of years of operations and add balancing disclosure
in your Summary section to highlight these issues.
Increased costs of labor and materials can materially adversely affect our business. . ., page 11
Expand your discussion in this risk factor to specifically discuss how recent inflationary
pressures have materially impacted your operations. In this regard, we note your 8.

August 15, 2024
Page 3
discussion on page 30 disclosing that your interest expense increased by more than 600%
in the three months ended March 31, 2024 as compared to the prior period primarily
because of an increase in residential project funding and that your revenues during this
period declined partly because of inflation and high interest rates on construction loans.
Risks Relating to Our Securities and this Offering
The market price of our common stock is likely to be highly volatile...., page 16
9.Please revise your disclosure to discuss the risks to investors investing in stock where the
price is changing rapidly. Also clearly state that instances of extreme stock price run-ups
followed by rapid price declines and stock price volatility may be unrelated to your actual
or expected operating performance and financial condition or prospects, making it
difficult for prospective investors to assess the rapidly changing value of your stock.
Cautionary Note Regarding Forward-Looking Statements, page 23
10.We note your statement that forward-looking statements are comprised of "[a]ll
statements [] other than statements of historical fact." This definition of forward-looking
statements is overly broad. Please revise accordingly.
Industry and Market Data, page 24
11.We note your statements that you have not independently verified industry and market
data obtained from various third-party sources and that the accuracy and completeness of
the information are not guaranteed. As it is not appropriate for the company to directly or
indirectly disclaim liability for information in the registration statement, please remove
such disclosure or include a sentence specifically confirming that you are responsible for
all disclosures in the registration statement.
Dilution, page 27
12.We note your pro forma net tangible book value as of March 31, 2024, for the issuance of
360,000 shares of Class A Common Stock to Chartered Services, LLC for consulting
services in 2024, was approximately $6,179,323 or approximately $1.70 per share. Please
tell us how you calculated $1.70 per share.
Results of Operations, page 29
13.We refer to your explanation that the decrease in revenue from March 31, 2024 and the
prior period is due to several factors, including seasonality in the industry, inflation, and
high interest rates on construction loans. Please expand your disclosure to provide
additional context for the effect of seasonality. In addition, please revise to identify the
principal factors contributing to your inflationary pressures aside from the higher interest
rates on loans (e.g., from your supply chain or labor shortages), and expand your
discussion on the higher interest rates for your loans. Identify actions taken or planned, if
any, to mitigate the impact of these factors.
14.Please provide a breakdown of your backlog of contracts, current contracts and contracts
that you have bid on. With respect to the backlog and current contracts, please clarify
which are fixed price contracts and which are cost-plus contracts.

August 15, 2024
Page 4
Business
Business Segments, page 35
15.Please revise your disclosure regarding each of the business segments to provide
additional information regarding the business of each segment, and include information
regarding your current projects and upcoming developments for which you have entered
into contracts. Disclose the status of any government approvals or preliminary steps that
remain necessary. Revise to discuss your use of subcontractors, as we note you have
disclosure discussing risks relating to your use of subcontractors, but you also state on
page 39 that you rely on your own "skilled tradesmen, rather than outsourcing to
subcontractors."
16.Please add a discussion regarding the types of agreements you have with your clients,
subcontractors, and other suppliers, including the material terms of those agreements.
With respect to your discussion of your business with franchisees, please revise to discuss
your "strategic alliances" with franchisors, and explain if you submit bids for these
contracts. Also revise to provide an overview of which projects require bids, how
management determines whether to bid on any particular project, and provide investors
with some context regarding your success rate for being awarded such projects.
17.You disclose on page 13 that a substantial portion of your revenue is derived from
services provided to a single customer, and also state on page 5 that you are dependent on
a "limited number" of customers. To the extent you are dependent on a few major
customers, please revise your disclosures appropriately. In addition, expand
your description of the company’s business to disclose the type of business you conduct
with your major customer. See Item 101(h) of Regulation S-K. Additionally, please file as
an exhibit any material agreements or contracts you may have with this customer and any
other customer on which your business is substantially dependent. See Item 601(b)(10)(ii)
of Regulation S-K.
18.We note your statements on pages 4 and 36 that you have a recent agreement as the
contractor for a 79-unit townhome development. You also disclose on page 54 that you
were recently awarded a $21 million project with Rare Capital Partners to build an 80-
townhome rental community in Port Salerno FL. Please tell us whether these are the same
projects and revise your business section on page 36 to include these details.
Insurance, page 42
19.Please expand your discussion to explain how you handle insurance coverage for
development projects that involve sub-contractors.
Management, page 43
20.Please revise the biographical information for each officer and director to provide the
information regarding his experience required by Item 401(e) of Regulation S-K.
Executive and Director Compensation, page 48
21.Expand your disclosures regarding the compensation for your officers to include the
potential bonus amounts payable to them, as set forth in their employment agreements.

August 15, 2024
Page 5
Description of Capital Stock, page 56
22.Please revise your disclosures regarding voting rights to be consistent with the terms of
your governing documents. For example, we note that certain bylaw amendments may
require supermajority vote. Also revise to clarify why your Nevada articles of
incorporation appear to indicate that they will be amended pursuant to the laws of the
state of Florida. In addition, expand your disclosures to discuss the ability for
stockholders to take action by written consent.
Consolidated Balance Sheets, page F-3
23.Please revise your balance sheets to present the number of shares issued and outstanding,
along with the dollar amount for each class of common stock, for the respective
periods. Additionally, we note Class A and Class B common stock amounts are presented
in your capitalization table on an actual basis on page 26, but not in your consolidated
statements of changes in shareholder equity for the three months ended March 31, 2024.
Please reconcile this discrepancy.
Notes to the Audited Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-7
24.Please revise to expand your revenue recognition policy disclosure to include sufficient
information to enable users to understand the nature, amount, timing and uncertainty of
revenue and cash flows arising from contract with customers. Your expanded disclosure
should discuss, but not be limited to, your revenue arrangements, including the nature of
your arrangements, description of goods or services provided, key terms, the specific
performance obligations and timing of satisfaction of performance obligations. Refer
to ASC 606-10-50.
Note 3 - Revenue from Contracts with Customers, page F-9
25.Please revise to provide the disaggregated disclosures with respect to your revenues
as required by ASC 606-10-50-5 and all disclosures required by ASC 606-10-50-8
with respect to your contract balances, or advise.
Note 7 - Related Party Transactions, page F-11
26.Please identify on the face of your consolidated balance sheets, consolidated statements of
income and consolidated statements of cash flows, the amounts of all related party
transactions and balances pursuant to Rule 4-08(k) of Regulation S-X.
27.We note your disclosure on page 54 of agreements with related parties, Aura Commercial
LLC, Loose Cannon LLC and Capo 7, LLC. However, these related party transactions are
not disclosed in your notes to the financial statements for the respective periods. Please
revise your disclosure to discuss these related party transactions or advise.
Exhibits
28.Please refile applicable exhibits so that each exhibit is in the proper text-searchable
format. See Item 301 of Regulation S-T.
We note your statement on page 55 that you have entered or will be entering into 29.

August 15, 2024
Page 6
indemnification agreements with each of your directors and officers. Please file such
agreements (or forms thereof) as exhibits.
General
30.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
            Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jeffrey Moriarty, Esq.