SecProbe.io

October 28, 2024
Joseph F. Basile III
Chief Executive Officer
JFB Construction Holdings
1300 S. Dixie Highway, Suite B
Lantana, FL 33462
Re:JFB Construction Holdings
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 3, 2024
CIK No.: 0002024306
Dear Joseph F. Basile III:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our August 15, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Increased costs of labor and materials can materially adversely affect our business. . ., page
13
We acknowledge your revised disclosures in response to prior comment 8, and note
your revised statement that although most of the inflationary costs are passed to the
customer, the cumulative effect of the delays and increased costs "may" have a
significant adverse impact on your profitability and cash flow. Please further
revise your disclosure to explain that for the first six months of 2024, your revenues
decreased by 52% in this period as compared to the prior period for 2023, which is
partially as a result of inflation and and high interest rates on construction loans, as 1.

October 28, 2024
Page 2
you state on page 32.
Cautionary Note Regarding Forward-Looking Statements, page 25
2.We note your references to forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. Please be advised
that the safe harbor provisions for forward-looking statements are inapplicable to you
because you are not currently a reporting company. Therefore, please revise to make it
clear that the safe harbor provisions do not apply to this offering.
Industry and Market Data, page 26
3.We acknowledge your revised disclosures in response to prior comment 11, but note
that your revised disclosure continues to state that you have not independently verified
industry and market data obtained from various third-party sources. As previously
stated, it is not appropriate for you to directly or indirectly disclaim liability for
information in the registration statement. Accordingly, please revise to include a
sentence specifically confirming that you are responsible for all disclosures in the
registration statement, or alternatively, remove such disclosure.
Business
Overview, page 37
4.We note your response to prior comment 17 and your revised disclosures that 50%
and 52% of your revenues for the fiscal years ended 2023 and 2022, respectively,
resulted from business with one franchise client. Please further revise your disclosures
to describe the material terms of your business arrangements with this franchise client
(e.g., whether you enter into fixed price contracts), and discuss how much of your
current projects are for this significant franchise client. In addition, we note your
disclosures regarding your experience with franchisors and franchisees for "national,
fast expanding brands." Please revise to clarify if this significant customer is included
in that category of your business.
Preferred Builder Status with Franchisors, page 44
5.We note your revised disclosures in response to prior comment 16. Please expand this
section to describe the percentage of your business that is attributable to your
preferred builder status with franchisors and how the bid success rate of these projects
compares with other types of your projects. In this regard, we note your disclosure on
page 33 that historically, you have been awarded greater than 50% of the bids you
submit. Please also revise to explain with how many franchisors you have the
preferred builder status and when such status allows you to bypass the formal bidding
process.
Principal Stockholders, page 56
We refer to your revised disclosures, including on page F-24, that following the
reorganization, there were 3,640,000 shares of class A common stock and 4,000,000
shares of class B common stock, and that Mr. Basile III owned 4,365,000 shares and
the Basile Family Irrevocable Trust owned 3,250,000 shares, which represented 57%
and 43% ownership in you. However, your disclosures in this table do not show a 6.

October 28, 2024
Page 3
total of 3,640,000 shares of class A common stock. Please revise your disclosures to
reconcile, or advise. Also, we note your disclosure in footnote 3 that the beneficial
owner of the trust is Lisa Ann Basile as she has control over the trust. Please revise
your disclosures to clarify whether she has both voting and dispositive control over
such shares held by the trust. In addition, revise your disclosures throughout your
prospectus as appropriate to explain the total amount of voting power that will be
controlled by your CEO and his family trust on a collective basis, or advise.
Notes to Audited Financial Statements
Note 2 - Summary of Significant Accounting Policies, page F-7
7.We note your discussion of business segments throughout your filing. Please tell us
your consideration to include segment disclosure required by ASC 280-10-50, as
applicable.  Should you determine that you have a single reportable segment, explain
your basis for your conclusion, including a discussion of whether your different
revenue streams or business segments represent separate operating segments.  If
operating segments have been aggregated, please tell us the basis for such aggregation
and also tell us your consideration of the disclosure requirements in ASC 280-10-50-
21.
8.We note your response to prior comment 24 and expanded disclosure on your revenue
recognition policy. Please further expand your revenue recognition disclosure to
address the following related to your typical revenue contracts:
•The nature of the goods and services that you have promised to transfer. Please
ensure your disclosure highlights the various service offerings provided given the
range of services discussed under your various business segments starting on page
3. See ASC 606-10-50-12;
•The typical contract length for your arrangements;
•The performance obligation(s) you have determined from your contracts with
customers including whether your arrangements have one or multiple
performance obligations. For each performance obligation, highlight whether the
company has bundled any goods or services that are not considered distinct. See
ASC 606-10-25-14 through 25-19; and,
•Provide the disclosures related to your remaining performance obligations
pursuant to ASC 606-10-50-13 through 50-16.
Note 3 - Revenue from Contracts with Customers, page F-10
9.We note your response to previous comment number 25 and your revised disclosure
related to revenue. Please further expand your disclosure to address the following:
•Provide additional information on your disaggregation of revenue pursuant to
ASC 606-10-50-5. Please refer to the guidance in paragraphs ASC 606-10-55-89
through 55-91; and,
•Disclose revenue recognized in fiscal years 2022 and 2023 that was included in
the contract liability balance at the beginning of the period.

October 28, 2024
Page 4
Note 10 - Subsequent Event, page F-12
10.We note your disclosure that on July 18, 2024, as a result of your reorganization, 100
shares of the JFB Subsidiary's common stock were exchanged for 3,640,000 shares of
Class A Common Stock and 4,000,000 shares of Class B common stock of JFB
Construction Holdings. Please revise your financial statements and your disclosure
throughout the filing to give retroactive effect to the change in your equity structure
consistent with the guidance in ASC 505-10-S99-4 (SAB Topic 4:C) and ASC 260-
10-55-12, or tell us why it is not required.
Note 4 - Lease Arrangements, page F-22
11.We note you entered into a lease agreement with Aura Commercial LLC for office
space. Please expand your disclosure to include all information pursuant to ASC 842-
20-50-3 through 50-6. Additionally, if the lease agreement is with a related party,
please identify the lease balances on the face of the financial statements as related
party.
Item 15. Recent Sales of Unregistered Securities, page II-2
12.We refer to the last sentence in the third paragraph. You disclose Mr. Basile and
Basile Family Irrevocable Trust owned approximately fitty-nine percent (59%) and
forty-one percent (41%) of the Common Stock JFB Construction Holdings,
respectively. These percentages are not consistent with your disclosure on page 58, F-
12, and F-24. Please reconcile.
            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.