SecProbe.io

CORRESP
 1
 filename1.htm

 January
2, 2026

 VIA
EDGAR TRANSMISSION

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Attention:
Dorrie Yale and Pam Howell

 Re:
 JFB Construction Holdings

 Acceleration Request for Registration Statement
 on Form S-1, as amended

 File No. 333-290857

 Requested
Date: January 6, 2026

 Requested
Time: 4:00 P.M. Eastern Time

 Dear
Ms. Yale and Howell,

 JFB
Construction Holdings (the "Company") hereby requests that the effective date of the Company's Registration Statement
on Form S-1, as amended (File No. 333-290857), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that
it is declared and becomes effective at 4:00 p.m. Eastern Time on January 6, 2026, or as soon thereafter as possible.

 Please
contact our counsel, Scott Linsky of Lucosky Brookman LLP at (732) 395-4408 with any questions you may have regarding this request. In
addition, the Company requests that you kindly notify Mr. Linsky by telephone when this request for acceleration has been granted.

 Sincerely,

 JFB Construction Holdings

 By:
 /s/ Joseph
 F. Basile, III

 Name:
 Joseph F. Basile, III

 Title:
 Chief Executive Officer and Chairman

CORRESP
1
filename1.htm

February
12, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-1004

    Re:
    JFB
    Construction Holdings

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-283106

Ladies
and Gentlemen:

As
the representative of the underwriters of the proposed offering of JFB Construction Holdings (the
“Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting
effectiveness for 4:15 p.m., Eastern Time, on Friday, February 14, 2025, or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, we wish to advise you that, through February 12, 2025, we distributed to each dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus
filed on February 7, 2025, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

    Very truly yours,

    KINGSWOOD CAPITAL PARTNERS LLC

    By:
    /s/
    Brian Herman

    Name:
    Brian Herman

    Title:
    Senior Managing Director

CORRESP
1
filename1.htm

February
12, 2025

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attention:
Dorrie Yale and Catherine De Lorenzo

    Re:

    JFB
    Construction Holdings

    Acceleration
    Request for Registration Statement on Form S-1, as amended

    File
    No. 333- 283106

Requested
Date: February 14, 2025

Requested
Time: 4:15 P.M. Eastern Time

Dear
Ms. Yale and De Lorenzo,

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, JFB Construction Holdings (the “Company”) hereby requests that
the above-referenced Registration Statement be declared effective at 4:15 p.m., Eastern Time on February 14, 2025, or such later time
as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission (the “Commission”). Our legal counsel has full authority to withdraw or modify this acceleration
request, orally or in writing.

By
separate letter, the representatives of the underwriters of this offering of securities hereby proposed to be registered, join this request
for acceleration. The representatives will also provide you with information with respect to clearance from the Financial Industry Regulatory
Authority prior to the effective date.

Once
the Registration Statement has been declared effective, the Company would appreciate if you could notify our counsel, Ms. Gina Austin,
Esq. of Austin Legal Group, APC, at 619-924-9600. We also respectfully request that a copy of the written order from the Commission verifying
the effective date and time of the Registration Statement be sent to our counsel, Austin Legal Group, APC, Attention: Gina Austin.

    Sincerely,

    JFB
    Construction Holdings

    By:

    /s/
    Joseph F. Basile, III

    Name:

    Joseph
    F. Basile, III

    Title:

    Chief
    Executive Officer and Chairman

CORRESP
1
filename1.htm

    Austin
    Legal Group, APC

    Lawyers

    3990
    Old Town Ave, Ste A-101

    San
    Diego, CA 92110

    Telephone

    (619)
    924-9600

    Facsimile
    Writer’s
    Email:

    (619)
    881-0045
    gaustin@austinlegalgroup.com

February
6, 2025

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

Attn:
Dorrie Yale and Catherine De Lorenzo

    Re:

    JFB
    Construction Holdings

    Registration
    Statement on Form S-1/A

    Filed
    February 3, 2025

    File
    No.: 333-283106

Dear
Ms. Yale and De Lorenzo:

Please
see below for responses to the Division’s letter dated February 5, 2025 regarding the above captioned matter. All comments have
been addressed in the Registration Statement on Form S-1/A, filed February 6, 2025 (“Amendment”) and/or as further herein
detailed.

Amendment
No. 4 to Form S-1

Recent
Developments - Expected Fiscal Year Results, page 7

    1.
    We
    note you are expecting net income of $201,115 for the year ended December 31, 2024. We also note you experienced a net loss of $230,058
    for the nine months ended September 30, 2024. Please expand your disclosure to explain or reconcile the variance between the net
    income expected for the year ended December 31, 2024 and your net loss for the nine months ended September 30, 2024..

    Response:
    The
    Company acknowledges the Staff’s comment and confirms that it has added a disclosure to this section to clarify that the expected
    improvement in net income for the fourth quarter of 2024 is primarily driven by higher revenue, due to seasonal trends, new customer
    acquisitions, and the commencement of pipeline jobs. Revenue increased from $15,968,735 for the first nine months of 2024 to an expected
    $23,807,885 as of December 31, 2024.

If
you have any questions relating to any of the foregoing, please contact Gina Austin, Esq. of Austin Legal Group, APC at (619) 924-9600.

    Sincerely,

    AUSTIN
    LEGAL GROUP, APC

    /s/
    Gina Austin, Esq.

    Gina
    Austin, Esq.

February 5, 2025
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. 4 to Registration Statement on Form S-1
Filed February 3, 2025
File No. 333-283106
Dear Joseph F. Basile III:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe the comment applies 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 registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 4 to Form S-1
Recent Developments - Expected Fiscal Year Results, page 7
1.We note you are expecting net income of $201,115 for the year ended December 31,
2024. We also note you experienced a net loss of $230,058 for the nine months
ended September 30, 2024. Please expand your disclosure to explain or reconcile the
variance between the net income expected for the year ended December 31, 2024 and
your net loss for the nine months ended September 30, 2024.

February 5, 2025
Page 2
            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:Gina Austin, Esq.

CORRESP
1
filename1.htm

    Austin Legal Group, APC

    Lawyers

    3990 Old Town Ave, Ste A-101

    San Diego, CA 92110

    Telephone

    (619) 924-9600

    Facsimile
    Writer’s Email:

    (619) 881-0045
    gaustin@austinlegalgroup.com

February 3, 2025

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attn: Dorrie Yale and Catherine De Lorenzo

    Re:
    JFB Construction Holdings

    Registration Statement on Form S-1/A Submitted January 31, 2025

    CIK No.: 0002024306

Dear Ms. Yale and De Lorenzo:

Please see below for responses
to the Division’s letter dated January 30, 2025 regarding the above captioned matter. All comments have been addressed in the Registration
Statement on Form S-1, filed January 31, 2025 (“Amendment”) and/or as further herein detailed.

Amendment No. 3 to Form S-1

Executive and Director Compensation, page 52

    1.
    Please update the executive compensation disclosure for the fiscal year ended December 31, 2024. See Rule 402 of Regulation S-K and Questions 117.05 and 217.11 of the Compliance & Disclosure Interpretations of Regulation S-K.

    Response:
    The Company acknowledges the Staff’s comments and has updated the Executive and Director Compensation section to include information as of December 31, 2024.

Exhibits

    2.
    We refer to your Exhibit 5.1. Please request your counsel to provide an updated legal opinion which opines on the legality of the units that may be issued pursuant to the underwriters’ over-allotment option and the underlying securities.

    Response:
    The Company acknowledges the Staff’s comments and confirms that counsel has provided an updated legal opinion that includes the legality of the units that may be issued pursuant to the underwriters’ over-allotment option and the underlying securities, attached as Exhibit 5.1 to the Amendment.

If you have any questions relating
to any of the foregoing, please contact Gina Austin, Esq. of Austin Legal Group, APC at (619) 924-9600.

    Sincerely,

    AUSTIN LEGAL GROUP, APC

    /s/ Gina Austin, Esq.

    Gina Austin, Esq.

January 30, 2025
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. 3 to Registration Statement on Form S-1
Filed January 23, 2025
File No. 333-283106
Dear Joseph F. Basile III:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 13, 2025 letter.
Amendment No. 3 to Form S-1
Executive and Director Compensation, page 52
1.Please update the executive compensation disclosure for the fiscal year ended
December 31, 2024. See Rule 402 of Regulation S-K and Questions 117.05 and
217.11 of the Compliance & Disclosure Interpretations of Regulation S-K.
Exhibits
2.We refer to your Exhibit 5.1. Please request your counsel to provide an updated legal
opinion which opines on the legality of the units that may be issued pursuant to the
underwriters' over-allotment option and the underlying securities.

January 30, 2025
Page 2
            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:Gina Austin, Esq.

CORRESP
1
filename1.htm

    Austin
    Legal Group, APC

    Lawyers

    3990
    Old Town Ave, Ste A-101

    San
    Diego, CA 92110

    Telephone

    (619)
    924-9600

    Facsimile
    Writer’s
    Email:

    (619)
    881-0045
    gaustin@austinlegalgroup.com

January
23, 2025

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

Attn:
Dorrie Yale and Catherine De Lorenzo

    Re:

    JFB
    Construction Holdings

    Registration
    Statement on Form S-1/A Submitted January 22, 2025

    CIK
    No.: 0002024306

Dear
Ms. Yale and De Lorenzo:

Please
see below for responses to the Division’s letter dated January 13, 2025 regarding the above captioned matter. All comments have
been addressed in the Registration Statement on Form S-1, filed January 22, 2025 (“Amendment”) and/or as further herein
detailed.

Amendment
No. 2 to Registration Statement on Form S-1

Management’s
Discussion and Analysis of Financial Condition and Results of Operation

Current,
contracted and prospective projects, page 33

    1.
    We
    acknowledge your revised disclosures in response to prior comment 1. To the extent correct, please revise to clarify that these preliminary
    amounts do not include certain costs, such as interest expense, and to clearly explain that these financial measures are partial
    and preliminary, or advise.

    Response:
    The
    Company acknowledges the Staff’s comments and has included statements to clarify that the projected revenue in this section
    is based on unaudited, partial and preliminary financial data that contains estimates for transactions that have not yet been completed
    and may be subject to change based on actual returns.

    U.S. Securities and Exchange Commission

January
                                            23, 2025

Page 2

Notes
to the Unaudited Financial Statements

Note
10 - Equity, page F-30

    2.
    We
    note from your response to prior comment 3 that services outlined in the agreement with Chartered Services have no specific deadlines
    or deliverables and that services are not directly related to the IPO. However, we also note your disclosure on page F-14 that Chartered
    Services is to provide strategic consulting services related to the company’s IPO for six months unless otherwise earlier terminated
    due to breach of the agreement by either party and the failure to cure such breach 30 days after written notice thereof. Please reconcile
    these discrepancies. Additionally, we note your reference to ASC 505-50 to assess the value of the services provided by Chartered
    Services. Please tell us how you considered the guidance in ASC 718 to account for your share-based compensation and revise your
    disclosure accordingly.

    Response:
    The
    Company acknowledges the Staff’s comments and has revised its disclosures to reflect the proper fair value evaluation consistent
    with ASC 718. As noted in our revised disclosure, there were a number of potential services to be provided, with IPO
    services being only one small potential service named in the agreement. The Company has amended its agreement with Chartered
    Services to clearly reflect the intention of the parties and potential IPO services has been removed from the agreement. Additionally,
    the agreements contain no deliverables or performance milestones from Chartered Services and the Company cannot require the shares
    to be returned even if the agreement is cancelled for non-performance by the Company. As a result, the full fair value of the shares
    has been expensed in the current period as there is no clear remaining requisite service period.

If
you have any questions relating to any of the foregoing, please contact Gina Austin, Esq. of Austin Legal Group, APC at (619) 924-9600.

    Sincerely,

    AUSTIN
    LEGAL GROUP, APC

    /s/
    Gina Austin, Esq.

    Gina
    Austin, Esq.

January 13, 2025
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. 2 to Registration Statement on Form S-1
Filed December 26, 2024
File No. 333-283106
Dear Joseph F. Basile III:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 20,
2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operation
Current, contracted and prospective projects, page 33
1.We acknowledge your revised disclosures in response to prior comment 1. To the
extent correct, please revise to clarify that these preliminary amounts do not include
certain costs, such as interest expense, and to clearly explain that these financial
measures are partial and preliminary, or advise.

January 13, 2025
Page 2
Notes to the Unaudited Financial Statements
Note 10 - Equity, page F-30
2.We note from your response to prior comment 3 that services outlined in the
agreement with Chartered Services have no specific deadlines or deliverables and that
services are not directly related to the IPO. However, we also note your disclosure on
page F-14 that Chartered Services is to provide strategic consulting services related to
the company's IPO for six months unless otherwise earlier terminated due to breach of
the agreement by either party and the failure to cure such breach 30 days after written
notice thereof. Please reconcile these discrepancies. Additionally, we note your
reference to ASC 505-50 to assess the value of the services provided by Chartered
Services. Please tell us how you considered the guidance in ASC 718 to account for
your share-based compensation and revise your disclosure accordingly.
            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:Gina Austin, Esq.

CORRESP
1
filename1.htm

    Austin Legal Group, APC

    Lawyers

    3990 Old Town Ave, Ste A-101

    San Diego, CA 92110

    Telephone

    (619) 924-9600

    Facsimile
    Writer’s Email:

    (619) 881-0045
    gaustin@austinlegalgroup.com

December 26, 2024

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attn: Dorrie Yale and Catherine De Lorenzo

    Re:
    JFB Construction Holdings

    Registration Statement on Form S-1/A Submitted December 26,
    2024

    CIK No.: 0002024306

Dear Ms. Yale and De Lorenzo:

Please see below for responses
to the Division’s letter dated December 20, 2024 regarding the above captioned matter. All comments have been addressed in the
Registration Statement on Form S-1, filed December 26, 2024 (“Amendment”) and/or as further herein detailed.

Amendment No. 1 to Form S-1

Management’s Discussion and Analysis of
Financial Condition and Results of Operation Current, contracted and prospective projects, page 33

    1.
    We refer to your revised disclosure here. Please also revise to clarify, if true, that the projected profit amounts do not include other expenses, such as general expenses or depreciation expenses.

    Response:
    The Company acknowledges the Staff’s comments and has clarified the projected profit does include general operating expenses and depreciation expenses.

Note 4 - Business Segment Information, page F-11

    2.
    We note your revisions and response to prior comment 2. Please disclose the amount of total assets for each reportable segment, or explain why such information is not disclosed in accordance with ASC 280-10-50-26.

    Response:
    The Company acknowledges the Staff’s comments and has revised the table accordingly.

Note 10 - Equity, page F-30

    3.
    We note you issued 360,000 shares of common stock to Chartered Services for services valued at $360,000 and fully expensed in the period ended September 30, 2024. Please tell us how you determined the accounting treatment for this share-based payment arrangement and the method of estimating the fair value of your common stock issued in July 2024. Please cite the applicable guidance in your response.

    Response:
     The
                                    Company acknowledges the Staff’s comments and has clarified the method for estimating and cited
                                    the applicable guidance in the amendment. In accordance with ASC 820, we used the fair value of the
                                    services provided, as the stock does not trade and has never been sold for cash. Paragraph 3 of the
                                    Chartered Services agreement provides that if the agreement is canceled, the shares are immediately
                                    due and payable and cannot be reclaimed thereby eliminating any possibility of a clawback. The services
                                    outlined in the agreement have no specific deadlines or deliverables, justifying the decision to
                                    expense the entire amount upfront. The services are not directly related to the IPO but rather pertain
                                    to business development, general consulting, GAAP compliance and establishing a board of directors,
                                    and as such, they are not a deferred offering cost. Additionally, the equity interest granted does
                                    not meet the criteria outlined in ASC 321-10-20 for being considered readily determinable. The invoice
                                    provided by Chartered Services confirms that the cash price for similar services would be consistent
                                    with the $360,000 amount quoted

U.S. Securities and Exchange Commission

December 26, 2024

Page 2

If you have any questions relating
to any of the foregoing, please contact Gina Austin, Esq. of Austin Legal Group, APC at (619) 924-9600.

    Sincerely,

    AUSTIN LEGAL GROUP, APC

    /s/ Gina Austin, Esq.

    Gina Austin, Esq.

December 20, 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 Registration Statement on Form S-1
Filed December 10, 2024
File No. 333-283106
Dear Joseph F. Basile III:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 26, 2024
letter.
Amendment No. 1 to Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operation
Current, contracted and prospective projects, page 33
1.We refer to your revised disclosure here. Please also revise to clarify, if true, that the
projected profit amounts do not include other expenses, such as general expenses or
depreciation expenses.

December 20, 2024
Page 2
Note 4 - Business Segment Information, page F-11
2.We note your revisions and response to prior comment 2. Please disclose the amount
of total assets for each reportable segment, or explain why such information is not
disclosed in accordance with ASC 280-10-50-26.
Note 10 - Equity, page F-30
3.We note you issued 360,000 shares of common stock to Chartered Services for
services valued at $360,000 and fully expensed in the period ended September 30,
2024. Please tell us how you determined the accounting treatment for this share-based
payment arrangement and the method of estimating the fair value of your common
stock issued in July 2024. Please cite the applicable guidance in your response.
            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:Gina Austin, Esq.

CORRESP
1
filename1.htm

U.S.
Securities and Exchange Commission

December
10, 2024

Page
1

    Austin
    Legal Group, APC

    Lawyers

    3990
    Old Town Ave, Ste A-101

    San
    Diego, CA 92110

    Telephone

    (619)
    924-9600

    Facsimile
    Writer’s
    Email:

    (619)
    881-0045
    gaustin@austinlegalgroup.com

December
10, 2024

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

Attn:
Dorrie Yale and Catherine De Lorenzo

    Re:

    JFB
    Construction Holdings

    Registration
    Statement on Form S-1/A Submitted December 10, 2024

    CIK
    No.: 0002024306

Dear
Ms. Yale and De Lorenzo:

Please
see below for responses to the Division’s letter dated November 26, 2024 regarding the above captioned matter. All comments have
been addressed in the Registration Statement on Form S-1, filed December 10, 2024 (“Amendment”) and/or as further herein
detailed.

Registration
Statement on Form S-1

Report
of Independent Registered Public Accounting Firm, page F-2

 1. We
                                            note changes to the audited financial statements and your notes to the audited financial
                                            statements subsequent to the date of the audit report. Please tell us how your auditor determined
                                            it was unnecessary to provide an updated audit report. Alternatively, please amend your filing
                                            to include an updated audit report from your auditor. Refer to PCAOB AS 3110.

    Response:
    The
    Company acknowledges the Staff’s comment and has provided an updated audit report with a current date.

U.S.
Securities and Exchange Commission

December
10, 2024

Page
2

Note
4 - Business Segment Information, page F-11

2. We
                                            note your response to prior comment 7 and your expanded segment disclosure. Please address
                                            the following:

•
Please tell us how your segment disclosure complies with the disclosure requirements pursuant to ASC 280-10-50-22 through 50-26;

•
Please tell us your consideration for providing disclosures required by ASC 280- 10-50-29, including an explanation of the measurements
of segment profit or loss and segment assets for each reportable segment; and

•
Please provide reconciliations of total reportable segments’ measure of profit or loss to your consolidated net income before taxes
and of total reportable segments’ assets to your consolidated assets. Refer to ASC 280-10-50-30(b) and (c).

    Response:
    The
    Company acknowledges the Staff’s comments and has revised its financial statement footnotes to include segment disclosure required
    by ASC 280-10-50-22 through ASC 280-10-50-30. We have also expanded our financial reporting to provide all measures of profit and
    loss to our consolidated net income before taxes and total reportable segments.

If
you have any questions relating to any of the foregoing, please contact Gina Austin, Esq. of Austin Legal Group, APC at (619) 924-9600.

    Sincerely,

    AUSTIN
    LEGAL GROUP, APC

    /s/
    Gina Austin, Esq.

    Gina
    Austin, Esq.

November 26, 2024
Joseph F. Basile III
Chief Executive Officer
JFB Construction Holdings
1300 S. Dixie Highway, Suite B
Lantana, FL 33462
Re:JFB Construction Holdings
Registration Statement on Form S-1
Filed November 8, 2024
File No. 333-283106
Dear Joseph F. Basile III:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 28, 2024 letter.
Registration Statement on Form S-1
Report of Independent Registered Public Accounting Firm, page F-2
1.We note changes to the audited financial statements and your notes to the audited
financial statements subsequent to the date of the audit report. Please tell us how your
auditor determined it was unnecessary to provide an updated audit report.
Alternatively, please amend your filing to include an updated audit report from your
auditor. Refer to PCAOB AS 3110.
Note 4 - Business Segment Information, page F-11
We note your response to prior comment 7 and your expanded segment
disclosure. Please address the following:
•Please tell us how your segment disclosure complies with the disclosure
requirements pursuant to ASC 280-10-50-22 through 50-26;2.

November 26, 2024
Page 2
•Please tell us your consideration for providing disclosures required by ASC 280-
10-50-29, including an explanation of the measurements of segment profit or loss
and segment assets for each reportable segment; and
•Please provide reconciliations of total reportable segments’ measure of profit or
loss to your consolidated net income before taxes and of total reportable
segments’ assets to your consolidated assets. Refer to ASC 280-10-50-30(b) and
(c).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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:Gina Austin, Esq.

CORRESP
1
filename1.htm

  Austin Legal
  Group, APC

  Lawyers

  3990 Old Town Ave,
  Ste A-101

  San Diego, CA 92110

  Attorneys Licensed
  in California, Hawaii & Texas

  Telephone

  (619) 924-9600

  Facsimile
  Writer’s Email:

  (619) 881-0045
  jeff@austinlegalgroup.com

November
8, 2024

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

Attn:
Dorrie Yale and Catherine De Lorenzo

  Re:
  JFB Construction Holdings

  Draft Registration Statement on Form S-1/A
  Submitted October 3, 2024

  CIK No.: 0002024306

Dear
Ms. Yale and De Lorenzo:

Please
see below for responses to the Division’s letter dated October 28, 2024 regarding the above captioned matter. All comments have
been addressed in the Registration Statement on Form S-1, filed November 8, 2024 (“Amendment”) and/or as further herein detailed.

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

1. 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 high interest
                                            rates on construction loans, as you state on page 32.

Response: The
                                            Company acknowledges the Staff’s comment and has revised the relevant risk factor to
                                            include the percentage decrease in revenue for the first six months of 2024 compared to the
                                            first six months of 2023, noting that this was partially the result of inflation and high
                                            interest rates on construction loans. Additionally, the risk factor was further revised to
                                            acknowledge that such conditions have had an adverse impact on the Company and may continue
                                            to do so in the future.

  November 8, 2024

  Page 2

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.

Response: The
                                            Company acknowledges the Staff’s comment and revised the Cautionary Note Regarding
                                            Forward-Looking Statements to remove all language related to Section 27A of the Securities
                                            Act and Section 21E of the Exchange Act. The Company further acknowledges that such safe
                                            harbor provisions are inapplicable to the Company.

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.

Response: The
                                            Company acknowledges the Staff’s comment and removed the disclosure related to independent
                                            verification of industry and market data obtained from various third-party sources.

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 (i) describe the material
                                            terms of your business arrangements with this franchise client (e.g., whether you enter into
                                            fixed price contracts), and (ii) 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.

Response: The
                                            Company acknowledges the Staff’s comment and has identified the significant franchise
                                            client by name to clarify that the significant client is one of the “national, fast
                                            expanding brands”. Further, the Company described the material terms of its standard
                                            business arrangements and provided the percentage of its total revenue that is from the significant
                                            client year-to-date with this client.

  Additionally,
                                            corresponding changes were also made to the Company Overview on page 2.

  November 8, 2024

  Page 3

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.

Response: The
                                            Company acknowledges the Staff’s comment and has revised its preferred builder disclosures
                                            to identify the number of franchises in which it has achieved the preferred builder designation,
                                            describe the approximate percentage of business that is attributable to its preferred builder
                                            status and the typical bid success rate for these projects compared to other types of projects.

Principal
Stockholders, page 56

6. 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 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.

Response: The
                                            Company acknowledges the Staff’s comment and has revised its disclosures related to
                                            the ownership following the reorganization, and otherwise. The disclosures on F-24 erroneously
                                            aggregated the Company’s Class A and Class B Common Stock, which has been reconciled.
                                            Further, the Principal Stockholders table represents the issued and outstanding securities
                                            of the company on the date of the previous filing rather than immediately following the reorganization.

  The
                                            Company has further revised its disclosure related Lisa Ann Basile’s control of the
                                            Basile Family Trust to confirm that she has both voting and dispositive control over the
                                            shares held by the trust. Based on the terms of the trust, Joseph F. Basile does not have
                                            direct or indirect voting or dispositive control of the shares of the Company and, therefore,
                                            should not be considered a beneficial owner of such shares. As a result, revised disclosures
                                            throughout the prospectus are unwarranted.

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.

Response: The
                                            Company acknowledges the Staff’s comment and has revised its financial statement footnotes
                                            to include segment disclosures required by ASC 280-10-50.

  November 8, 2024

  Page 4

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.

Response: The
                                            Company acknowledges the Staff’s comment and has expanded its revenue recognition policy
                                            disclosures to include the nature of the goods and services, typical length of its arrangements
                                            and performance obligations.

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.

Response: The
                                            Company acknowledges the Staff’s comment and has revised its disclosures regarding
                                            revenue from contracts with customers to further disaggregate its revenue and disclose revenue

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.

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.