10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______, 20___, to _____, 20___.

Commission File Number 001-42538

JFB CONSTRUCTION HOLDINGS

(Exact Name of Registrant as Specified in its Charter)


Nevada		99-2549040
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1300 S. Dixie Highway, Suite B Lantana, FL		33462
(Address of Principal Executive Offices)		(Zip Code)

(561) 582-9840

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each Exchange on which Registered
Class A Common Stock, par value $0.0001per share	JFB	The Nasdaq Capital Market

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☒ NO ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

As of August 14, 2025, there were 9,496,900 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.

JFB Construction Holdings.

Table of Contents


		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	5
	Consolidated Balance Sheets	5
	Unaudited Consolidated Statements of Income	6
	Unaudited Consolidated Statements of changes in Shareholder’s Equity	7
	Unaudited Consolidated Statements of Cash Flow	8
	Notes to Unaudited Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	35

Signatures		36

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to considerable risks and uncertainties. All statements in this Quarterly Report, other than statements of historical fact, are forward-looking statements, including, without limitation, any projections regarding the markets in which we operate, plans and objectives for future operations, proposed new products or services, expected capital expenditures, future economic conditions or performance, and any estimates or assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “should,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “potential,” “forecasts,” “continue,” or the negative thereof, or other comparable terminology. All forward-looking statements included in this Quarterly Report are made as of the date hereof and are based on information available to us as of such date. Although we believe the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct. Actual results will likely differ, and could differ materially, from those results projected or assumed in the forward-looking statements. Prospective investors are cautioned not to unduly rely on any such forward-looking statements.

Forward-looking statements are neither statements of historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding our business, plans and strategies, projections, anticipated events and trends, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties,

risks, and changes in circumstances that are difficult to predict and may be outside of our control. Our actual financial condition, result of operations and business outcomes may differ materially from those expressed in or implied by the forward-looking statements.

Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

•

We operate in an extremely competitive industry and are subject to pricing pressures.

•

Our results of operations could be adversely affected by changes in the cost and availability of raw materials and we are dependent on third-party manufacturers and suppliers.

•

Increases in costs, disruption of supply or shortage of any of our battery components, such as electronic and mechanical parts, or raw materials used in the production of such parts, could harm our business.

•

Our business and future growth depends on the needs and success of our customers.

•

We have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our sales.

•

If we fail to expand our sales and distribution channels, our business could suffer.

•

The uncertainty in global economic conditions could negatively affect our results of operations.

•

We are currently, and will likely continue to be, dependent on our two warehouse facilities. If our facilities become inoperable for any reason, our ability to produce our products could be negatively impacted.

•

We could face potential product liability or warranty claims relating to our products, including the components thereof, which could reduce market adoption, result in reputation damage, and result in significant costs and liabilities, which would reduce our profitability.

•

Our operations expose us to litigation, tax, environmental, and other legal compliance risks.

•

Our failure to introduce new products and product enhancements that respond to customer and end consumer demand, and any broad market acceptance of new technologies introduced by our competitors, could adversely affect our business.

•

We may not be able to adequately protect our proprietary intellectual property and technology and we may need to defend ourselves against intellectual property infringement claims.

•

Any acquisitions that we complete may dilute stockholder ownership interests in the Company, may have adverse effects on our financial condition and results of operations and may cause unanticipated liabilities.

•

If our electronic data is compromised, or we experience a failure in our information technology or storage systems, our business could be significantly harmed.

•

Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements and our stockholders may be diluted by future securities offerings.

•

We depend on our senior management team and other key employees, and significant attrition within our management team or unsuccessful succession planning could adversely affect our business.

•

Our stock price may fluctuate significantly, and you may lose all or a part of your investment.

•

Sales of substantial amounts of our securities in the public markets, or the perception that such sales might occur, could reduce the price of our securities and may dilute your voting power and your ownership interest in us.

•

The exercise of outstanding warrants may result in a substantial increase in the number of shares of our common stock that are outstanding.

•

The Series A Warrants s may have an adverse effect on the market price of our common stock and make it more difficult to effect a business combination.

•

Our long-term lease could adversely affect our ability to raise additional capital to fund operations and limit our ability to enter into certain transactions.

Moreover, new risks and uncertainties emerge occasionally, and it is not possible for management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual future results to be materially different from any results expressed or implied by any forward-looking statements. Except as

required by applicable law or the listing rules of the Nasdaq Stock Market, we expressly disclaim any intent or obligation to update any forward-looking statements. If we do update or correct any forward-looking statements, investors and others should not conclude that we will make additional updates or corrections. We qualify all our forward-looking statements with these cautionary statements.

MARKET, INDUSTRY, AND OTHER DATA

This Quarterly Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties as well as our own estimates. All of the market data used in this report involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data. Industry publications and third-party research, surveys, and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our estimates of the potential market opportunities for our products include several key assumptions based on our industry knowledge, industry publications, third-party research, and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are reasonable, no independent source has verified such assumptions.

TRADEMARKS

This Quarterly Report includes trademarks, tradenames, and service marks that are our property or the property of others. Solely for convenience, such trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to these trademarks and tradenames.

Item 1. Financial Statements .

JFB CONSTRUCTION HOLDINGS AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	As of June 30, 2025		As of December 31, 2024
	(Unaudited)
ASSETS
Cash	$	4,769,840	$	2,696,183
Contract Receivables		3,275,265		3,047,255
Contract Assets		1,035,840		1,213,614
Prepaid expenses		239,284		166,527
TOTAL CURRENT ASSETS		9,320,229		7,123,579

NET PROPERTY AND EQUIPMENT		940,412		1,021,930

RIGHT-OF-USE ASSETS – RELATED PARTY		740,866		819,529

Investment In Class A Common Stock		1,000,000		-

TOTAL ASSETS	$	12,001,507	$	8,965,038

LIABILITIES
Accounts payable and other payables	$	866,810	$	1,102,686
Accrued expenses		89,535		79,270
Contract liabilities		168,292		633,794
Lease liabilities – related party		754,064		819,529
TOTAL CURRENT LIABILITIES		1,878,701		2,635,279

SHAREHOLDER’S EQUITY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding.
Class A Common stock, $0.0001 par value, 186,000,000 shares authorized; 5,496,900 and 4,000,000 shares issues and outstanding as of June 30,2025 and December 31, 2024.		550		400
Class B Common stock, $0.0001 par value, 4,000,000 shares authorized; 4,000,000 shares issues and outstanding.		400		400
Additional paid in Capital		6,555,980		425,136
Accumulated profit		3,565,876		5,903,823
TOTAL SHAREHOLDER’S EQUITY		10,122,806		6,329,759

TOTAL LIABILITIES AND SHAREHOLDER EQUITY	$	12,001,507	$	8,965,038

The accompanying notes are an integral part of these consolidated financial statements.

JFB CONSTRUCTION HOLDINGS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	For the three months ended						For the six months ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024

Sales	$	2,668,175		$	4,649,344		$	8,582,038		$	7,149,662
Sales-Related Party		1,016,763			349,128			1,016,763			904,014
Cost of Goods Sold		2,546,324			3,720,532			6,990,821			5,365,106
Cost of Goods Sold-Related Party		881,079			419,677			881,079			948,140
Gross Profit (Loss)		257,535			858,263			1,726,901			1,740,430

Operating Expenses
Selling and marketing expenses		457,702			6,840			569,786			8,607
General and administrative expense		2,157,263			823,661			3,442,970			1,621,770
Rent expense-related party		54,406			5,508			90,190			11,928
Depreciation and amortization expense		62,978			32,032			125,956			61,287
Total Operating Expense		2,732,349			868,041			4,228,902			1,703,592

Income(loss) from Operations		(2,474,814	)		(9,778	)		(2,502,001	)		36,838

OTHER INCOME (EXPENSE)
Other Income (Expense)		39,138			(13,915	)		49,138			8,455
Interest Income		66,422			53,699			113,916			98,108

TOTAL OTHER INCOME		105,560			39,784			163,054			106,563

NET INCOME (LOSS)	$	(2,369,254	)	$	30,006		$	(2,338,947	)	$	143,401

Earnings (Loss) Per Share
Basic and Diluted Common Share	$	(0.26	)	$	0.01		$	(0.26	)	$	0.02

Weighted- Average Common Shares Outstanding, Basic and Diluted		9,273,674			7,640,000			8,951,129			7,640,000

The accompanying notes are an integral part of these consolidated financial statements.

JFB CONSTRUCTION HOLDINGS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Unaudited)


	Class A Common Stock				Class B Common Stock				Additional
	Shares		Par Value		Shares		Par Value		Paid-In Capital		Retained Earnings			Total

Balance, December 31, 2023		3,640,000	$	364		4,000,000	$	400	$	32,523	$	6,656,825		$	6,690,112
Distributions March 31, 2024												(50,434	)		(50,434	)
Imputed Interst		-		-		-		-		8,299					8,299
Net Income March 31, 2024												113,395			113,395
Balance, March 31, 2024		3,640,000	$	364		4,000,000	$	400	$	40,822	$	6,719,786		$	6,761,372
Distributions June 30, 2024		-		-		-		-		-		(793,849	)		(793,849	)
Imputed Interest		-		-		-		-		8,299		-			8,299
Net income June 30, 2024		-		-		-		-		-		30,006			30,006

Balance, June 30, 2024		3,640,000	$	364		4,000,000	$	400	$	49,121	$	5,955,943		$	6,005,828

Balance, December 31, 2024		4,000,000	$	400		4,000,000	$	400	$	425,136	$	5,903,823		$	6,329,759

Contributions March 31, 2025		-		-		-		-		-		1,000		1000
Proceeds from Issuance of Common stock, net		1,250,000	125			-		-		4,667,511		-			4,667,636
Net Income March 31, 2025												30,307			30,307
Balance, March 31, 2025		5,250,000	$	525		4,000,000	$	400	$	5,092,647	$	5,935,130		$	11,028,702
Proceeds from Exercise of Warrants		100,500	10			-		-		552,740		-			552,750
Common Stock Issued for Services		146,400	15			-		-		910,593		-			910,608
Net Loss June 30, 2025		-		-		-		-		-		(2,369,254	)		(2,369,254	)

Balance, June 30, 2025		5,496,900	$	550		4,000,000	$	400	$	6,555,980	$	3,565,876		$	10,122,806

The accompanying notes are an integral part of these consolidated financial statements.

JFB CONSTRUCTION HOLDINGS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	June 30, 2025			June 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(2,338,947	)	$	143,401
Adjustments to reconcile Net Income (loss) to Net Cash provided by (used in) operations:
Depreciation Expense		125,956			61,287
(Gain) loss on sale of fixed asset		(10,000	)	-
Shares Issued for Services		910,608		-
Imputed Interest	-				16,598
Changes in assets and Liabilities (increase) decrease in :
Contracts Receivable		(228,010	)		3,538,783
Contract Assets		177,774			(270,621	)
Prepaid Expenses		(72,757	)		65,615
Accounts Payable		(235,876	)		735,349
Accrued Expenses		10,265			(745,124	)
Contract Liabilities		(465,502	)		735,407
Lease Liabilities		13,198			2,798
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(2,113,291	)		4,283,493
CASH FLOWS FROM INVESTING ACTIVITIES
Cash Received from sale of Fixed Asset		10,000		-
Cash Paid for Class A common stock		(1,000,000	)	-
Cash Paid for purchased of Fixed Assets		(44,438	)		(727,222	)
NET CASH USED IN INVESTING ACTIVITIES		(1,034,438	)		(727,222	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issuance of Common Stock, net		4,667,636		-
Proceeds from Exercise of Warrants		552,750		-
Shareholder (Distributions) Contributions		1,000			(844,283	)
CASH PROVIDED BY (USED FOR) FOR FINANCING ACTIVITIES		5,221,386			(844,283	)
NET INCREASE (DECREASE) IN CASH		2,073,657			2,711,988
CASH AT BEGINNING OF PERIOD		2,696,183			1,236,744
Cash at end of period	$	4,769,840		$	3,948,732

Supplemental Disclosures of Cash Flow Information:
Interest Paid	$	-		$	-
Taxes Paid	$	-		$	-
Non-Cash Financing
Addition of lease during the period	$	-		$	908,705

The accompanying notes are an integral part of these consolidated financial statements.

JFB Construction Holdings

Notes to the Unaudited Financial Statements

Note 1 – Nature of the Business

JFB Construction & Development, Inc. (the “JFB Subsidiary”) was incorporated in the State of Florida on May 28, 2014, and is based in Lantana, Florida. The Company offers more than 100 years of combined generational experience in residential and commercial construction and development. JFB builds multifamily communities, exclusive estate & equestrian homes, and over 2 million square feet of commercial retail and shopping centers. The Company meets its customers’ needs through advanced scheduling, deep construction expertise, innovative problem solving and continuous communication during construction.

On April 09, 2024, JFB Construction Holdings (the “Parent Company”) was formed out of the state of Nevada to serve as the parent company of JFB Construction & Development, Inc. The consolidated financial statements of JFB Construction Holdings reflect the financial position, results of operations and cash flows of both JFB Construction Holdings and its subsidiaries from the date of consolidation. Unless otherwise indicated, “JFB Construction,” “JFB,” the “Company,” “we,” “us,” “our,” “our company” and “our business” refer, to JFB Construction Holdings, including its subsidiaries named herein.

Note 2 –Summary of Significant Accounting Policies

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.

Principles of Consolidation

JFB Construction & Development, Inc. accounts are included on its Parent Company’s consolidated financial statements for the six months ended June 30, 2025 and June 30, 2024 and for the year ended December 31, 2024.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual financial statements prepared in accordance with U.S. GAAP. Therefore, these unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report for the year ended December 31, 2024.

Cash and Restricted Cash

The Company’s cash is comprised of highly liquid investments with an original maturity of three (3) months or less.

Concentration Risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of June 30, 2025 and December 31, 2024, the cash balance in excess of the FDIC limits was $4,269,840 and $2,196,183 respectively.

Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting estimates of the Company require a higher degree of judgement than others in their application. These include the recognition of revenue and earnings from construction contracts over time, and the valuation of long-lived assets. Management evaluates all of its estimates and judgements based on available information and experience; however, actual results could differ from those estimates.

Revenue Recognition

We recognize revenue when services are performed, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured.

Revenues and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue, and associated profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined.

Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined.

Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs.

To determine proper revenue recognition for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single performance obligation or whether a single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate a single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. For all of our contracts, we provide a significant service of integrating a complex set of tasks and components into a single project. Hence, the entire contract is accounted for as one performance obligation. Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex, subject to variables and requires significant judgment. We estimate variable consideration at the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us.

In accordance with ASC 606-10-50-12, our revenue recognition policy reflects the nature of the goods and services promised to customers across our three business segments: Commercial Construction, Residential Construction, and Real Estate Development. Commercial Construction segment we provide construction services for commercial properties, including office buildings and retail spaces. Our performance obligation typically consists of delivering a completed construction project within a contract term of approximately 8 to 13 weeks. Residential Construction segment focuses on the construction of residential properties, including ground up development of single family and multi-family residential homes., and the remodeling of single family and multi-family homes. Our residential contracts generally have a duration of 8-12 months. In our Real Estate Development segment, we would undertake the acquisition and development of land for development, or value add opportunities in real estate. This segment of the business would take approximately 6-24 months.

In accordance with ASC 606-10-50-13 we disclose information regarding our remaining performance obligations for contracts with customers in our business segments. The total remaining performance obligations under the Commercial Construction segment are expected to be satisfied within the next 8-13 week reflecting the typical duration of these projects. Under the Residential Construction segment are expected to be satisfied over the next 8-12 months as projects progress towards completion.

Contract Assets and Contract Liabilities

Account receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgement is required in assessing the likelihood of realization of receivables.

The timing of revenue may differ from timing of invoicing customers.

Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of the contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of contract. Contracts assets are generally classified as current within the consolidated balance sheet.

Contract liabilities from construction contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measures of progress. Contract liabilities additionally include advance payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the consolidated balance sheet.

Although the Company believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary.

The Company recognizes revenue by applying the following 5 step model:

1. Identifying the Contract(s) with a Customer. The Company enters into written contract with customers that create enforceable rights and obligations. Contracts are assessed to ensure they meet criteria for being considered legally binding and capable of being accounted for.

3. Determine the Transaction Price. The transaction price is the amount of considerations the Company expects to be entitled to in exchange for transferring promised services. The transaction price may include fixed amounts or cost-plus percentage method.

4. Allocate the Transaction Priced to Performance Obligations. The transaction price is allocated to each performance obligation (SOV) based on its stand-alone selling price. The stand-alone selling price is the price which the Company would sell its service separately to a customer.

In accordance with ASC 280-10-50, our operations are organized into three primary business segments: Commercial Construction, Residential Construction, and Real Estate Development. These segments are defined based on the nature of our services and the markets we serve.

Commercial Construction: This segment includes all activities related to the construction of commercial properties such as office buildings, retail spaces, and industrial facilities. Revenue is recognized using the cost-to cost method, reflecting the extent of work performed on contracts. The Commercial segment of JFB Construction represents 69.6% and 81% of revenue for the periods ended June 30, 2025 and June 30, 2024 respectively.

Residential Construction: This segment focuses on the construction of residential properties, including single-family homes and multi-family units. Revenue recognition is similarly based on the cost-to cost method. The Residential segment of JFB Construction represents 20% and 19% of revenue for the periods ended June 30,2025 and June 30, 2024 respectively.

Real Estate Development: This segment encompasses the acquisition, development, and sale of real estate properties. Revenue is recognized upon the sale of developed properties and is influenced by market conditions and demand for residential and commercial properties. The Real Estate Development segment of JFB Construction represents 10.4% and 0% of revenue for the periods ended June 30,2025 and June 30, 2024 respectively.

The financial performance of each segment is regularly reviewed with operational leaders in charge of these segments, the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and others.

Contract Receivable

Accounts receivables are generally based on amounts billed to the customer in accordance with contractual provisions. They are uncollateralized customer obligations due under normal trade terms, only recorded for those amounts deemed collectible, based upon experience with its customers. No finance or interest charges are charged to accounts receivable. The Company uses the allowance method to account for uncollectible accounts receivable. The Company records an allowance against uncollectible items for each customer after all reasonable means of collection have been exhausted, and the potential for recovery is considered remote. The allowance for doubtful accounts was $135,236 as of June 30, 2025 and December 31, 2024 respectively. The contract receivable balance was $3,275,265 on June 30, 2025 and $3,047,255 on December 31, 2024.

Prepaid Expenses

The Company records expenditures that have been paid in advance as prepaid expenses. The prepaid expenses are initially recorded as assets because they have future economic benefits and are expensed at the time the benefits are realized. The prepaid expenses balance was $239,284 and $166,527 at June 30, 2025 and December 31, 2024, respectively.

Advertising Costs

The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $569,786 for the six months ended June 30, 2025 and $8,607and for the six months ended June 30, 2024.

Property and Equipment

Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives, including vehicles, computers and office equipment and field equipment. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Property and Equipment include the following categories:


Estimated Life
Office, Field, and Computer Equipment	5 years
Vehicles	5 years
Leasehold Improvements	7 years


	06/30/2025			12/31/2024
Field Equipment		114,206			114,206
Computer Equipment		6,911			6,911
Vehicles		837,230			819,599
Office Equipment		2,076			2,076
Leasehold Improvements		589,525			589,525
		1,549,948			1,532,317
Less accumulated depreciation		(609,536	)		(510,387	)
Net Property and Equipment	$	940,412		$	1,021,930

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that the facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles.

Depreciation expense during the six months ended June 30,2025 and June 30, 2024, was $125,956 and $61,287, respectively.

Fair Value of Financial Instruments

Fair Value of Financial Instruments requires disclosure of the fair value information, whether or not to recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2025 the balances reported for cash, contract receivables, cost in excess of billing, prepaid expenses, accounts payable, billing in excess of cost, and accrued expenses approximate the fair value because of their short maturities.

We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Work-in-Process

The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers.

Recently Issued Accounting Pronouncements

Management reviewed currently issued pronouncements and does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements.

Note 3 – Revenue from Contracts with Customers

Revenues and related costs on equipment contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined.

In accordance with ASC 606-10-50-5, the Company identifies Revenue from Contracts with Customers using this 5- step model.

2. Identify the Performance Obligations in the Contract. Performance obligations are identified as distinct promises to transfer goods or services to a customer. The Company identifies their scope of work and creates a schedule of values (SOV) outlining each individual scope of the project. Commercial construction performance obligations typically include delivering construction services for commercial construction and recognized the entire contract as a single performance obligation, Residential Construction is typically delivering the new construction of a residential construction or a remodel of an existing residential property, and we recognize the contract as a single performance obligation.

5. Recognize Revenue when (or as) the Company Satisfies a Performance Obligation. The Company recognizes revenue over time based on the progress towards completion of performance obligation. Revenue recognized during this reporting period is derived from the total contract value as allocated to performance obligations satisfied during that period. Commercial construction revenue is recognized over time, using the cost-to cost method as we perform work on projects. Residential construction is similarly recognized over time for custom builds and remodel using the cost-to cost method. By treating our contracts as a single performance obligation, we ensure that our revenue recognition process accurately reflects the economic realities of our business operations across all segments. This approach provides clarity to stakeholders regarding our revenue-generating activities, aligning with the guidance provided in ASC 606-10-55-89 through 55-91.

In accordance with ASC 606-10-50-8, the Company has disclosed significant judgements and changes in judgements related to the recognition of revenue from construction contracts. The application of ASC 606 requires the use of judgment in various aspects of revenue recognition, particularly in the cost-to-cost method. The Company applies the cost-to-cost method to measure progress toward completion. This involves estimating the total contract cost and recognizing revenue based on the ration of cost incurred to the estimated total cost. The Company makes judgements regarding the recognition of revenue related to change orders and claims. Revenue from change orders is included in the transaction price when it is probable the customer will approve the change and the amount can be reliably estimated.

In accordance with ASC 606-10-50-8, the Company recognizes contract assets and liabilities that reflect timing of revenue relative to the amounts billed or paid. Contract balances are reported in the balance sheet as follows:

1. Contract Assets. Contract Assets represent the Company’s right to consideration for work completed to date but not yet billed to the customer. These amounts typically arise when revenue is recognized before an invoice is issued.

2. Contract Liabilities. Contract Liabilities represent the Company’s obligation to transfer goods or service to a customer for which it has received consideration or has the right to receive consideration before performing under the contract. Contract liabilities include advance payments or progress billing received from customers before the Company has satisfied its performance obligations.

Contract assets represent revenues recognized in excess of amounts billed on contracts in progress. Contract liabilities represent billings in excess of revenues recognized on contracts in progress. Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying balance sheets, as they will be liquidated in the normal course of the contract completion. The contract asset for the six months ending June 30, 2025 and the year ended December 31, 2024, was $1,035,840 and $1,213,614, respectively. The contract liability for the six months ended June 30, 2025, and the year ended December 31, 2024, was $168,292 and $633,794, respectively. The allowance for doubtful accounts was $135,236 as of June 30, 2025 and December 31, 2024. The contract receivable balance was $3,275,265 as of June 30, 2025 and $3,047,255 as of December 31, 2024.

Note 4 – Business Segment Information

The company operates primarily in three distinct business segments: Commercial Construction, Residential Construction, and Real Estate Development.

Real Estate Development: This segment encompasses the acquisition, development, and sale of real estate properties. Revenue is recognized upon the sale of developed properties and is influenced by market conditions and demand for residential and commercial properties. The company views this segment as a strategic growth opportunity in the future. We are actively exploring development opportunities and anticipate expanding our footprint in this area over the coming years.

The Company’s segment profit or loss is measured using gross profit, which is the primary performance metric utilized by management to evaluate the financial results of each reportable segment. For segment reporting purposes, gross profit is calculated as the difference between segment revenue and the direct costs associated with specific projects or contracts. These direct costs include materials, labor, subcontractors, and other project-specific expenses directly attributable to the construction activities of each segment.

The financial performance of each segment is regularly reviewed with operational leaders in charge of these segments, the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and others. The Company’s segment disclosures are presented in accordance with the guidance set forth in ASC 280, Segment reporting. Specifically, the disclosures comply with the requirements outlined in ASC 280-10-50-22 through 50-26, which mandate that an entity disclose certain information about its operating segments to enable users of the financial statements to understand the financial performance of different parts of the business.

In accordance with ASC 280-10-50-22, the Company discloses financial information for each reportable segment, including revenue, operating profit or loss, and other significant items that are used by the chief operating decision maker (CODM) in assessing the performance and making decisions about the allocation of resources. The Company identifies its reportable segments based on the internal management structure, and all relevant information is disclosed in the segment footnote as required.

In accordance with ASC 280-10-50-29, the disclosures also adhere to the requirements of which mandate that the financial information provided for each segment should include items such as capital expenditures, depreciation, and amortization, when appropriate. The disclosures reflect the performance and financial position of each segment, and a reconciliation of segment totals to the overall consolidated financial results, including total segment profit or loss and other significant disclosures.

The Company’s segment disclosures are presented in accordance with the requirements set forth in ASC 280-10-50-30(b) and (c), which specify the need to disclose the total of reportable segments' profit or loss, as well as the basis of measurement used to determine the segment results.

In accordance with ASC 280-10-50-30(b), the Company provides the total of profit or loss for all reportable segments, which reflects the combined operating results for each reportable segment included in the financial statements. The total segment profit or loss represents the aggregation of segment results before the allocation of corporate expenses and certain other items not attributable to specific segments.

As required by ASC 280-10-50-30(c), the Company has also disclosed the basis of measurement for segment profit or loss. The measure used to assess segment performance and allocate resources is operating income (or loss), which includes revenues, cost of sales, and directly attributable operating expenses for each segment. The operating income (or loss) for each reportable segment is reviewed by the Company’s chief operating decision maker (CODM) and serves as the primary performance metric used in resource allocation and operational decision-making.

Segment information is as follows:


For the six months ended June 30, 2025	Commercial			Residential			Real Estate Development		Consolidated
Sales	$	6,679,416		$	1,917,335		$	1,002,050	$	9,598,801
Cost of Goods Sold		5,674,320			1,322,961			874,619		7,871,900
Gross Profit (Loss)		1,005,096			594,374			127,431		1,726,901

Operating Expenses
Selling & Marketing Expenses		396,742			169,495			3,549		569,786
General & Administrative Expenses		2,397,340			949,251			96,379		3,442,970
Rent expense-related party		62,799			23,418			3,973		90,190
Depreciation and amortization expense		87,703			19,360			18,893		125,956
Total Operating Expense		2,944,584			1,161,524			122,794		4,228,902

Income (loss) From Operations		(1,939,488	)		(567,150	)		4,637		(2,502,001	)

OTHER INCOME (EXPENSE)
Other Income (expenses)		34,215			14,923		-			49,138
Interest Income		79,320			28,480			6,116		113,916

TOTAL OTHER INCOME		113,535			43,403			6,116		163,054

NET INCOME (LOSS)	$	(1,830,321	)	$	(510,105	)	$	1,479	$	(2,338,947	)


For the six months ended June 30, 2024	Commercial		Residential		Real Estate Development	Consolidated
Sales	$	4,837,511	$	3,216,165	-		8,053,676
Cost of Goods Sold		4,073,470		2,239,776	-		6,313,246
Gross Profit (Loss)		764,041		976,389	-		1,740,430

Operating Expenses
Selling & Marketing Expenses		5,938		2,669	-		8,607
General & Administrative Expenses		1,119,022		502,748	-		1,621,770
Rent Paid- Related Party		8,235		3,693	-		11,928
Depreciation and amortization expense		42,288		18,999	-		61,287
Total Operating Expense		1,175,479		528,113	-		1,703,592

Income From Operations		25,420		11,418	-		36,838

OTHER INCOME (EXPENSE)
Other Income (Expenses)		5,835		2,620	-		8,455
Interest Income		67,696		30,412	-		98,108

TOTAL OTHER INCOME		73,531		33,032	-		106,563

NET INCOME (LOSS)	$	98,947	$	44,454	-	$	143,401

Note 5 – Lease Arrangements

In the ordinary course of business, the Company enters into lease arrangements, including operating and finance leases. Please refer to Note 8 for more information on our lease arrangements.

The Company determines if an arrangement is a lease at inception. The operating lease right-of-use (“ROU”) assets are included within the Company’s non-current assets and lease liabilities are included in current or non-current liabilities on the Company’s Consolidated Balance Sheets. Finance leases are included in “Property and equipment,” “Current maturities of long-term debt,” and “Long-term debt” on the Company’s Consolidated Balance Sheets. ROU assets represent the Company’s right to use, or control the use of, a specified asset for the lease term. Lease liabilities are the Company’s obligation to make lease payments arising from a lease and are measured on a discounted basis. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term on the commencement date. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments continues to be recognized on a straight-line basis over the lease term.

Total rent expense was $90,190 for the six months ended June 30, 2025, and $11,928 for the six months ended June 30, 2024. The Company has a lease liability recorded of $754,064 as of June 30, 2025.

In accordance with the accounting standards under ASC 842, the Company has entered into a lease agreement with Aura Commercial LLC, a related party, for office space. The total rental obligation under the lease amounts to $11,928 per month.

Lease Terms: 7 years

Monthly Rent: $11,928 and a 2.5 % adjustment increase per year.

We lease our current corporate headquarters under a 7-year lease with Aura Commercial, LLC. Joseph F. Basile III, our Chief Executive Officer, is President of Aura Commercial, LLC and owns 100% of the entity. The lease was effective on March 29, 2024, with rent commencing on June 1, 2024, and provides for a base monthly rent of $11,928 with 2.5% adjustment increases per year. The lease grants an option to renew this lease agreement for two terms of five years following the expiration of the initial term and first option term, as the case may be.

The Company accounts for its lease liabilities in accordance with ASC 842, recognizing the present value of future lease payments as a liability on the balance sheet. The interest expense associated with the lease liability is recognized over the lease term. The company has a lease liability of $754,064 at period ended June 30, 2025.

Note 6 – Income Taxes

JFB has elected to be taxed as an “C” Corporation under the provisions of the Internal Revenue Code (the “Code”). Under this provision, the Company is directly responsible for the calculation and payment of federal corporate income taxes on its taxable income, as determined in accordance with the code and relevant regulations.

Pursuant to the provisions of the Accounting Standards Codification (“ASC”) 740-10, the Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. As of the six months ended June 30, 2025 and the year ended December 31, 2024, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

The Company’s federal income tax returns for 2024 and 2023 are subject to examination by the IRS, generally for three years after they were filed.

Note 7 – Concentrations

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of its cash and accounts receivable. The Company maintains its cash balances in bank deposit and money market accounts which, at times, may exceed federally insured limits.

Sales and Accounts Receivable

During the periods ended June 30, 2025, three (3) receivable customers that totaled 70% of sales, respectively.

During the years ended December 31, 2024, one (1) franchise totaled 41% of sales, and one (1) customer totaled 63% accounts receivable, respectively.

The Company performs ongoing credit valuations of its customers and management believes that the financial viability of these customers is sound.

Purchases and Payables

There was no concentration of purchases or payables for the Company for the six months ended June 30, 2025, and the year ended December 31, 2024.

Note 8 – Related Party Transactions

On December 17, 2019, JFB received a loan from Capo 7, LLC. The balance is due on demand and does not contain an interest rate. The current balance on the loan is $0. Joseph F. Basile III, our Chief Executive Officer, owns Capo 7, LLC. This balance was due on demand and does not contain an interest rate. The loan balance was repaid on December 23, 2024.

On August 4, 2021 we entered an agreement to build a 2-story commercial building for Aura Commercial LLC, which is now the Company’s headquarters. Joseph F. Basile III, our Chief Executive Officer, is the president of Aura Commercial LLC and owns 100% of the entity. The contract was a cost plus 5% model. During the six months’ period ended June 30,2025 and June 30,2024 we incurred $0 and $904,014 in billable expenses and received $0 and $948,140 as Construction income from Aura Commercial LLC.

On January 1, 2022, we entered into a two-year lease with Loose Cannon, LLC pursuant to which we leased our previous corporate headquarters, with an option for an additional two-year renewal. Joseph F. Basile III, our Chief Executive, is an officer and member of Loose Cannon, LLC. The lease provided for a base monthly rent of $3,210 at the beginning of the term of the lease which increased by 2.5% when we renewed the lease in December 2023. We occupied approximately 3,521 square feet of the building’s approximately 7,042 square feet. This facility is still being occupied during the transition to our new headquarters but may be terminated should the landlord identify new tenants. Total rent expense under this related party agreement was $0 for the six months ended June 30, 2025 and $6,420 for the six months ended June 30, 2024.

On March 14,2024 we were awarded a $21mm project with Rare Capital Partners LLC to build a 79-unit-townhome rental community with an additional community clubhouse in Port Salerno FL. Our Chief Executive Officer Joseph F. Basile III owns 42.25% of Rare Capital Partners and co-manages Rare Capital Partners through Basile Family Investments LLC. Jamie Zambrana a nominee for board of directors owns 8.54% of Rare Capital Partners and co-manages Rare Capital Partners through Sebastian Pail Investments, Inc. Nelson Garcia, a nominee for board of directors owns 8.54% through NBG Investments, Inc. Nelson Garcia does not, individually or through an entity, control the day-to-day operations of Rare Capital Partners LLC and is solely a minority owner.On or about September 1, 2021, in accordance with an oral agreement, JFB paid for engineering fees related to this project, in association with its general contracting

services being rendered, in the amount of $120,696. Rare Capital Partners paid the $120,696 balance on September 30,2024. Construction on the project commenced on June 1, 2025, with site preparation currently underway. Site work is expected to continue over the next five months as part of the initial development phase. As of June 30,2025, the Company has recorded $686,713 in related party sales associated with this project, along with $575,554 in related party cost of goods sold.

We lease our current corporate headquarters under a 7-year lease with Aura Commercial, LLC. Joseph F. Basile III, our Chief Executive Officer, is President of Aura Commercial, LLC and owns 100% of the entity. The lease was effective on March 29, 2024, with rent commencing on June 1, 2024, and provides for a base monthly rent of $11,928 with 2.5% adjustment increases per year. We presently occupy approximately 4,473 square feet of the building’s approximately 8,991 square feet. We have an option to purchase the entire property for $4,250,000 until December 1, 2024. The building was never acquired. Total rent expense under this related party agreement was $90,190 for the six months ended June 30,2025.

On April 30, 2024, Joseph F. Basile III gifted 40.625 shares of common stock in the JFB Subsidiary to The Basile Family Irrevocable Trust and 0.3125 shares of common stock in the JFB Subsidiary to another individual. Lisa Ann Basile, Joseph F. Basile III’s mother, is the trustee with control over The Basile Family Irrevocable Trust.

On May 1, 2025, the Company entered into a Construction agreement as general contractor and co-developer for a new Courtyard by Marriott hotel in Olive Branch, Mississippi. The project includes the development of a 117- room hotel. As of June 30, 2025, the Company recognized revenue of $330,050 and associated cost of goods sold of $305,525 related to this project.

The CEO of the Company, Joseph Basile, has at times taken distributions from the JFB Subsidiary. For the six months ended June 30, 2025 and June 30, 2024, the distributions were $0 and $844,283 respectively. At times the CEO of the Company, makes contributions to the company. For the six months ended June 30,2025 the contributions were $1,000. There were $0 Contributions for the six months ended June 30,2024.

Note 9 – Private Placement

On April 24, 2025, JFB Construction Holdings invested $1,000,000 in CM OB Hotel Owner, LLC, a Delaware limited liability company formed to acquire, develop, and operate a 117-room Courtyard by Marriott hotel in Olive Branch, Mississippi. The investment was made through a private placement offering of up to $5,000,000 in Class A Membership Interests at $1,000 per unit, pursuant to Regulation D, Rule 506(c). The minimum investment was $100,000, with proceeds designated for the acquisition, development, and operation of the hotel.

JFB holds a 19.5% ownership interest in the Class A Membership Interests of CM OB Hotel Owner, LLC. This ownership percentage is below the 20% threshold required for equity method accounting under U.S. GAAP; therefore, the investment is currently being carried at cost basis, as the entity is private.

Class A Members are entitled to an 8% cumulative, non-compounding preferred return (beginning upon hotel operations), a return of capital, and a share of distributable cash as outlined in the offering subscription agreement. Pursuant to a side agreement dated April 24, 2025, JFB Construction Holdings is exempt from the standard promote structure. The Company does not possess ownership or majority voting rights due to minimal investment in CM OB Hotel Owner, LLC. Furthermore, the Company does not exercise control over the activities that significantly influence the economic performance of CM OB Hotel Owner, LLC

Note 10 – Commitments and Contingencies

Litigation

From time to time, the Company is party to various claims or actions arising out of the ordinary course of business. While any proceeding or litigation contains an element of uncertainty, management believes no matter exists that would have a material impact on the Company’s financial position, liquidity, or results of operations.

As of December 31, 2024, there was on-going litigation relating to a residential remodel whereby the customer has not paid their final invoice and the Company has filed a lien on the property and is awaiting a court date to proceed with foreclosure on the property. As of June 30, 2025, the Company had filed a motion for summary judgment to foreclose on the property. However, the case was settled on March 19, 2025, and the company has received a settlement amount of $39,138.

Note 11 – Equity

The Company is authorized to issue up to 200,000,000 shares of all classes of stock. 10,000,000 shares shall be Preferred Stock with a par value of $0.0001 and 190,000,000 shares as Common Stock with a par value of $0.0001. Further, we are authorized to issue two (2) classes of common stock, with 186,000,000 shares of the common stock designated as “Class A Common Stock” and 4,000,000 shares of the common stock designated as “Class B Common Stock”. After giving effect for the Reorganization (as defined below), in accordance with ASC 505-10-S99-4 (SAB Topic 4:C) and ASC 260- 10-55-12, as of June 30, 2025, and December 31,2024 5,496,900 and 4,000,000 shares of Class A Common Stock and 4,000,000 shares of Class B Common Stock have been issued.

On March 7,2025 the company consummated its initial public offering of 1,250,000 units of the company's Class A common stock at a public offering price of $4.125 per unit, generating gross proceeds of $5,156,250. In connection with the offering, the company also sold 138,600 option warrants at a price of $0.01 per warrant, generating additional gross proceeds of $1,386 for total gross proceeds of $5,157,636. Pursuant to the underwriting agreement with Kingswood Capital Partners, LLC, the company incurred $490,000 in expenses, resulting in net proceeds of $4,667,636.

On June 25, 2025, the Company's Board of Directors approved the adoption of an Equity Incentive Plan designed to attract, retain, and motivate qualified directors, officers, and employees by aligning their interest with those of the Company. Pursuant to the plan, the Board authorized the issuance of an aggregate of 146,400 shares of Class A common stock to eligible participants, including board members and employees for a total fair value of $910,608. The issuance of these equity awards was accounted for in accordance with ASC 718.

As of June 30, 2025, the company has 1,149,500 warrants outstanding, each entitling the holder to purchase one common share of the company at an exercise price of $5.50. The warrants expire 5 years from the date of issuance. The company has estimated the relative fair value of the outstanding warrants at $4,351,598 using the Black-Sholes option pricing model. As of June 30,2025 the Company had received $552,570 in proceeds from exercised warrants.

Note 12 – Subsequent Event

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, based on this evaluation, management has determined that a material subsequent event occurred; the Company received proceeds of $1,563,073 from the exercise of outstanding warrants between July 1,2025 and July 24,2025.

Date of Management Review

The Company evaluates events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure in the financial statements. The accompanying financial statements considers events through August 14, 2025 the date that the financial statements were available to be issued.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report and the audited financial statements and notes thereto as of and for the year ended December 31, 2024 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K filed with the SEC on March 31, 2025. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve substantial risks and uncertainties. As a result of many factors, including those factors set forth in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as the same may be updated from time to time, including in Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. For further information regarding our forward-looking statements, see “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report.

Overview

JFB is a commercial and residential construction company specializing in retail buildouts, multifamily developments, luxury homes and general commercial construction. We have strong relationships with franchisees and franchisors, which has been the foundation of driving steady growth, especially in the Southern Atlantic region. Our expansion plans include vertically integrated real estate development projects and securing larger, more complex construction projects that require higher bond capacity.

Revenue Sources

Our primary markets vary across our business segments.

Commercial Contracting Segments

Our commercial contracting segment has completed projects in 36 states, delivering over 2 million square feet of commercial retail and shopping center space construction and improvements. This segment’s market is driven primarily by our ability to provide services to franchisees and franchisors nationwide, regardless of project location because of our operational flexibility and established relationships with franchisees and franchisors alike. While we have historically focused on the Southern Atlantic region, including Florida, Georgia, South Carolina, and North Carolina, where we have established a strong reputation and network, our growth is increasingly tied to the strength of our relationships with franchisees and the trust of franchisors who rely on us as preferred builders for multiple projects.

Real Estate Development Segment

Our real estate development segment is currently concentrated in South Florida, with plans to leverage our regional success to expand into other southern and U.S. markets by identifying market opportunities and joint venture partners that align with our objectives. Our residential construction segment is also focused on South Florida, with no current plans for expansion beyond this market.

Corporate Growth and Expansion

Management believes we will leverage our established industry relationships, experience operating in various jurisdictions and navigating complex construction regulations to meet our growth objectives of continuing to expand our market throughout more of the United States and successfully winning bids for larger construction projects. The Company intends to focus its business in states with increased population and GDP growth, such as Florida, Texas and South Carolina. However, as we expand into new territories, our reputation for excellence will be less known by new clients and we will need to compete with other construction companies that may have been operating in a given region for years and already have built up reliable networks of clients, vendors, contractors, and other market participants. We believe our ability to rely on our relationships within the franchise industry and more generally the real estate development industry, should offset some of this potential risk, however, by continuing to build on our experience and proven track record.

Our expansion and growth goals, some of which will come with more capital intensive projects, may expose the Company to greater risks related to lack of performance, faltering relationships, improper investment of resources or otherwise. The Company also

recognizes operations are likely to fluctuate significantly and historical results should not be considered indicative of results for any future periods. While taking into account the inherent risks, it is our intent to capitalize on our increased access to capital and credibility to fund new projects and increase our bond-ability fueling our intended growth. Our ability to obtain surety bonds is important for expanding our operations, as bonding is often required for bidding on public and large private projects. Increased bonding capacity allows us to pursue more high-value contracts, particularly in government and infrastructure sectors, enhancing revenue opportunities and market diversification. It also strengthens our credibility with clients and lenders, reflecting our financial stability. This credibility can lead to improved financial terms and mitigate risks associated with contract defaults, enabling the company to confidently take on larger projects and drive long-term growth.

We have extensive experience building and remodeling hundreds of franchise locations for corporate franchisors and franchisees for national, fast expanding brands, including Orange Theory Fitness, European Wax Center, Massage Envy, Planet Fitness, V/O Medspa, Arby’s, Tropical Smoothie Cafe, Amazing Lash Studio, Starbucks and Save-A-Lot. For our franchise clients, we offer interior remodeling, space optimization, and the integration of advanced design to create functional and attractive retail environments. The Company expects consistent and reliable revenue for this division based on established relationships and clients affiliated with reputable name brands. Should such relationships be compromised or key individuals leave their positions with franchisors, our consistent revenue sources could be adversely impacted. However, the departure of key individuals may create new opportunities with the franchisors these individuals transition to. We intend to continue to utilize our commitment to quality craftsmanship, attention to detail, and customer satisfaction to set us apart in this market. Should the quality of our workmanship suffer through poor project management or quality control, our reputation may be impacted, reducing our ability to attract new clients or retain past clients. Each project with our significant franchise client, Planet Fitness, is under a separate agreement, but our standard business arrangement involves a fixed-price commercial construction contract valued between $1.5-2 million, with an anticipated completion timeline of 12-14 weeks. Payments are due within 30 days of invoice, aligning with project milestones to ensure cash flow and maintain project pace. Management believes JFB Construction’s unique selling proposition lies in our ability to tailor solutions to meet the specific needs of each client, familiarity of the needs of our clients within the franchise construction niche, and delivering projects on time and within budget. Further, we attempt to offer efficient and economical solutions for our client’s expanding franchisee and franchisor businesses by allowing them to utilize the same contractor for many of their franchise locations.

Presently, the Company has begun to expand its real estate development segment by being the general contractor on low rise apartment and townhome developments projects. In the future, the Company also intends to invest directly or through joint ventures in real estate development projects. While these investments present a pathway to generate additional revenues by selling completed projects at a premium, generating rental income and/or to vertically integrate by securing valuable construction contracts associated with the projects, they also involve considerable capital commitments and exposure to market volatility, project delays, and other risks associated with real estate development. The illiquid nature of these investments further amplifies the challenges, as capital is often tied up for extended periods, limiting the company’s flexibility to redeploy resources. We believe the Company’s integrated approach, combining investment with the potential to secure construction contracts, will offset such risks by securing additional large-scale construction projects and potential revenue generated from the investments. Presently, our focus is on apartment complexes and townhouses, with a potential shift to mixed-use buildings, hotels and commercial properties in the future as our business expands and new opportunities are presented.

Residential Construction Segment

Our residential construction segment focuses on custom home builds, in addition to certain remodeling projects primarily in the South Florida region with a focus on superior craftsmanship and attention to detail. Some of our luxury residential projects also include state of the art equestrian facilities. In 2025, we have focused more on growth of this segment to continue to diversify our service offerings. Our relationships with architects, engineers and designers create opportunities for these projects and we will continue to foster these relationships to continue growth in this division.

Strategic Goals

In addition to our expansion into key states such as Florida, Texas, and South Carolina, we have set forward-looking strategic milestones—including targeted market penetration rates, phased rollouts, and revenue growth objectives over the next 12 to 24 months—to overcome regional brand recognition challenges and establish a robust presence in these markets.

Recent Developments

On May 28, 2014, Mr. Joseph F. Basile, III formed JFB Construction & Development, a Florida corporation (the “JFB Subsidiary”). At the time of the formation, Mr. Basile held one hundred percent (100%) of the issued and outstanding shares of the JFB Subsidiary. Our headquarters is located in Lantana, Florida.

On April 9, 2024, Mr. Basile formed JFB Construction Holdings, a Nevada corporation, to create a parent holding company of the JFB Subsidiary, which currently serves as the Company’s operational entity. On July 18, 2024, all shareholders of the JFB Subsidiary entered into a Contribution and Exchange Agreement (the “Contribution and Agreement”) with JFB Construction Holdings to exchange their shares in the JFB Subsidiary for shares of JFB Construction Holdings. 100 shares of the JFB Subsidiary’s common stock were exchanged for 3,639,999 shares of our Class A Common Stock and 4,000,000 shares of our Class B Common Stock to JFB Subsidiary’s three shareholders. As a result, JFB Subsidiary became a wholly owned subsidiary of JFB Construction Holdings (the foregoing transactions are collectively referred to herein as the “Reorganization”).

On March 5,2025, the Company completed its initial public offering ("IPO"), issuing 1,250,000 units of Class A common stock. The IPO generated net proceeds of $4,667,636 after deducting underwriter discounts, commissions, and offering expenses.

Officer and Director Changes

None.

Our Financial Position

For the three Months Ended June 30, 2025 Compared to three Months Ended June 30, 2024

The following table summarizes the results of consolidated statements of operations and comprehensive income (loss) for the three months ended June 30, 2025 and 2024 in U.S. dollars, and provides information regarding the dollar and percentage increase or (decrease) during such periods.


	For the three Months Ended June 30						Change
	2025			2024			$ Amount
Revenues	$	3,684,938		$	4,998,472		$	(1,313,534	)
Cost of revenues		3,427,403			4,140,209			(712,806	)
Gross profit		257,535			858,263			(600,728	)
Operating expenses:
Selling and marketing expense		457,702			6,840			450,862
General and administrative		2,157,263			823,661			1,333,602
Rent expense-related party		54,406			5,508			48,898
Depreciation and amortization expense		62,978			32,032			30,946
Total operating expenses		2,732,349			868,041			1,864,308
Income(loss) from operations		(2,474,817	)		(9,778	)		(2,465,039	)
Other income (expense):
Other income, (Expenses)	39,138				(13,915	)		53,053
Interest income		66,422			53,699			12,723
Total other income (expense), net		105,560			39,784			65,776
Net income (Loss)	$	(2,369,254	)	$	30,006		$	(2,399,260	)

Revenues.

Revenues decreased by $1,313,534, or 27%, to approximately $3,864,938 in the three months ended June 30, 2025 from approximately $4,998,472 for the six months ended June 30, 2024. The decrease in revenue was principally driven by a decline in the number of new contracts awarded and new project commencements compared to the same period the previous year. Notably, the Company experienced significant setbacks due to prolonged permit processing times, which postponed the start of multiple projects that were originally scheduled to begin within the reporting period.

Cost of revenues

Cost of revenues decreased by $712,806, or 25%, to approximately $3,427,403 in the three months ended June 30, 2025 from approximately $4,140,209 for the three months ended June 30, 2024. The decrease in costs of revenue was primarily due to the decline in revenue during the period. As fewer new contracts were awarded and commencement slowed, the volume of work performed and materials procured decreased accordingly.

Gross profit

Our gross profit decreased by $600,728, or 69%, to $257,535 in the three months ended June 30, 2025 from $858,263 in the three months ended June 30, 2024. The decrease in the gross profit was primarily attributable to the higher increase of cost of goods which includes material cost and subcontractor expenses.

Selling and marketing expenses

Our selling and marketing expenses increased by by $450,862, or 6,592%, from $457,702 in the three months ended June 30, 2025 to $6,840 in the three months ended June 30, 2024, primarily due to higher cost associated with increased advertising campaigns, expanded sales initiatives, and the launch of new marketing strategies aimed at enhancing brand visibility and customer acquisitions.

General and administrative expenses

Our general and administrative expenses primarily include salaries and benefits, professional fees, office expenses, travel expenses, and insurance expenses. General and administrative expenses increased by approximately $1,333,602, or 162%, to approximately $2,157,263 in the three months ended June 30, 2025 from approximately $823,661 in the three months ended June 30, 2024. The increase was mainly due to the enhancement of talent acquisition and retention. To support our growing operations and maintain high standards of service, we have invested in recruiting and training top talent. We have also increased our administrative infrastructure which includes out IT systems, increasing office staff and investing in new software and tools to enhance efficiency and support our operations. Our general and administrative expenses represented 59% and 16% of our total revenue for the three months ended June 30, 2025 and 2024, respectively.

Depreciation and amortization expenses

Depreciation and amortization expenses increased by $30,946, or 97%,, to $62,978 in the three months ended June 30, 2025 from $32,032 in the three months ended June 30, 2024, primarily due to expansion of the company’s asset base, including the acquisition of additional Company vehicles, has contributed to the higher depreciation expense. The increase in depreciation and amortization expenses reflects the Company ongoing investment in its asset base, which the Company believes is important for supporting long-term growth and operational effectiveness.

Interest expenses

Our other income increased by $53,053, or 381%, to $39,138 in the three months ended June 30, 2025 from $(13,915) in the three months ended June 30, 2024. The increase in our other income was primarily attributable to the settlement of a lawsuit with one of our clients.

Interest income

Our interest income increased by $12,723, or 24%, to $66,422 in the three months ended June 30, 2025 from $53,699 in the three months ended June 30, 2024. The increase in our interest income was the result of higher interest paid on bank balances. The improvement in these rates has led to higher earnings on interest bearing deposits and cash balances held at Sea Coast bank. The increase in interest income reflects the Company’s successful efforts to capitalized on improved banking terms and optimize its cash management practices. We continue to monitor interest rate trends and banking relationships to ensure sustained benefits from these favorable conditions.

Net income

Our net income decreased by $2,399,260, or 7,996%, to $(2,369,254) in the three months ended June 30, 2025 from $30,006 in the three months ended June 30, 2024, primarily due to an increase in our general and administrative expenses, including professional fees, insurance cost, marketing efforts and overhead associated with operational growth.

For the Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

The following table summarizes the results of consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 2025 and 2024 in U.S. dollars, and provides information regarding the dollar and percentage increase or (decrease) during such periods.


	For the six months ended June 30					Change
	2025			2024		$ Amount
Revenues	$	9,598,801		$	8,053,676	$	1,545,125
Cost of revenues		7,871,900			6,313,246		1,558,654
Gross profit		1,726,901			1,740,430		(13,529	)
Operating expenses:
Selling and marketing expense		569,786			8,607		561,179
General and administrative		3,442,970			1,621,770		1,821,200
Rent expense-related party		90,190			11,928		78,262
Depreciation and amortization expense		125,957			61,287		64,670
Total operating expenses		4,228,902			1,703,952		2,524,950
Income(loss) from operations		(2,502,001	)		36,838		(2,538,839	)
Other income (expense):
Other income, (Expenses)	49,138				8,455		40,683
Interest income		113,916			98,108		15,808
Total other income (expense), net		163,054			106,563		56,491
Net income (Loss)	$	(2,338,947	)	$	143,401	$	(2,482,348	)

Revenues.

Revenues increased by $1,545,125, or 19%, to approximately $9,598,801 in the six months ended June 30, 2025 from approximately $8,053,676 for the six months ended June 30, 2024. The growth in revenue during the period was primarily attributed to a significant rise in the number of new contracts secured, as well as the initiation of several new projects. Compared to the same period in the previous year, the company experienced a notable increase in client demand, which led to a higher volume of business opportunities being converted into signed agreements.

Cost of revenues

Cost of revenues increased $1,558,654, or 25%, to approximately $7,871,900 in the six months ended June 30, 2025 from approximately $6,313,246 for the six months ended June 30, 2024. The increase in costs of revenue was primarily due to the higher volume of project activity, which required additional resources, subcontractor involvement, and material expenses to support project execution and delivery.

Gross profit

Our gross profit decreased by $13,529, or 1%, to $1,726,901 in the six months ended June 30, 2025 from $1,740,430 in the six months ended June 30, 2024. The decrease in the gross profit was primarily attributable to the higher increase of cost of goods which includes material cost and subcontractor expenses.

Selling and marketing expenses

Our selling and marketing expenses increased by by $561,179, or 6,520%, from $569,786 in the six months ended June 30, 2025 to $8,607 in the six months ended June 30, 2024, primarily due to higher cost associated with increased advertising campaigns, expanded sales initiatives, and the launch of new marketing strategies aimed at enhancing brand visibility and customer acquisitions.

General and administrative expenses

Our general and administrative expenses primarily include salaries and benefits, professional fees, office expenses, travel expenses, and insurance expenses. General and administrative expenses increased by approximately $1,821,200, or 112%, to approximately $3,442,970 in the six months ended June 30, 2025 from approximately $1,621,770 in the six months ended June 30, 2024. The increase was mainly due to the enhancement of talent acquisition and retention. To support our growing operations and maintain high standards of service, we have invested in recruiting and training top talent. We have also increased our administrative infrastructure which includes out IT systems, increasing office staff and investing in new software and tools to enhance efficiency and support our operations. Our general and administrative expenses represented 36% and 20% of our total revenue for the six months ended June 30, 2025 and 2024, respectively.

Depreciation and amortization expenses

Depreciation and amortization expenses increased by $64,670, or 106%,, to $125,957 in the six months ended June 30, 2025 from $61,287 in the six months ended June 30, 2024, primarily due to expansion of the company’s asset base, including the acquisition of additional Company vehicles, has contributed to the higher depreciation expense. The increase in depreciation and amortization expenses reflects the Company ongoing investment in its asset base, which the Company believes is important for supporting long-term growth and operational effectiveness.

Interest expenses

Our other income increased by $40,683, or 481%, to $49,138 in the six months ended June 30, 2025 from $8,455 in the six months ended June 30, 2024. The increase in our other income was primarily attributable to the settlement of a lawsuit with one of our clients.

Interest income

Our interest income increased by $15,808, or 16%, to $113,916 in the six months ended June 30, 2025 from $98,108 in the six months ended June 30, 2024. The increase in our interest income was the result of higher interest paid on bank balances. The improvement in these rates has led to higher earnings on interest bearing deposits and cash balances held at Sea Coast bank. The increase in interest income reflects the Company’s successful efforts to capitalized on improved banking terms and optimize its cash management practices. We continue to monitor interest rate trends and banking relationships to ensure sustained benefits from these favorable conditions.

Net income

Our net income decreased by $2,482,348, or 1,531%, to $(2,338,947) in the six months ended June 30, 2025 from $143,401 in six months ended June 30, 2024, primarily due to an increase in our general and administrative expenses, including professional fees, insurance cost, marketing efforts and overhead associated with operational growth.

Cash Flows

The following table sets forth summary of our cash flows for the periods indicated:


	Six Months Ended June 30
	2025			2024
Net cash provided by operating activities	$	2,113,291		$	4,283,493
Net cash used in investing activities		(1,034,438	)		(727,222	)
Net cash provided by (used in) financing activities		5,221,386			(844,283	)
Net (decrease) increase in cash		2,037,657			2,711,988
Cash, beginning of the period		2,696,183			1,236,744
Cash, end of the period	$	4,769,840		$	3,948,732

Operating Activities

Net cash provided by operating activities was $2,113,291 in the six months ended June 30, 2025, compared to cash provided in operating activities of approximately $4,283,493 in the six months ended June 30, 2024. This is a 51% decrease primarily driven by a significant decrease in contract receivables, reflecting slower collections and extended payment terms on certain customer accounts. Additionally, higher prepaid expenses and a reduction in accounts payable contributed to the decrease in operating cash flow.

Investing Activities

Net cash used in investing activities was $(1,034,438) in the six months ended June 30, 2025, compared to net cash used in investing activities of $(727,222) in the six months ended June 30, 2024. The increase in net cash used in investing activities was primarily attributable to the Company's strategic investments in property, equipment, and other long-term assets to support future growth and operational capacity.

Financing Activities

Net cash provided by financing activities was $5,221,386 in the six months ended June 30, 2025, compared to net cash used by financing activities of $(844,283) in the six months ended June 30, 2024. The increase in net cash used in financing activities in the six months ended June 30, 2025 was primarily attributable to the net proceeds of $4,667,636 from its completed Initial Public Offering (IPO) and $552,750 in net proceeds from exercised warrants.

Liquidity and Capital Resources

Overview

The general objectives of our capital management strategy reside in the preservation of our capacity to continue operating, in providing benefits to our stakeholders and in providing an adequate return on investment to our shareholders by selling our products at a price commensurate with the level of operating risk assumed by us.

We thus determine the total amount of capital required consistent with risk levels. This capital structure is adjusted on a timely basis depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital requirements.

Working Capital

As of June 30, 2025, we had cash of approximately $4,769,840. Our current assets were approximately $9,230,229 including approximately $3,275,265 in accounts receivable, approximately $1,035,840 in contract assets, $239,284 in prepaid expenses, and our current liabilities were approximately $1,878,701, including $866,810 in accounts payable, $168,292 contract liabilities, $754,064 in lease liabilities which resulted in a positive working capital of $7,441,528.

Our primary source of cash is currently generated from our business. In the coming years, we will be looking to other sources, such as raising additional capital by issuing shares of stock, to meet our cash needs. While facing uncertainties regarding the size and timing of future capital raises, we are reasonably confident that we can continue to meet operational needs solely by utilizing cash flows generated from our operating activities.

Off-balance Sheet Commitments and Arrangements

There were no off-balance sheet arrangements for the six months ended June 30, 2025 and 2024, that have, or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which were prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, and expenses. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and those differences may be material.

While our significant accounting policies are more fully described in Note 2—Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements included in this annual report, we believe the following discussion addresses our most critical accounting policies, which are those that are most important to our financial condition and results of operations and which require our most difficult, subjective and complex judgments.

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, “Consolidation”.

In accordance with ASC 810-10, consolidation applies to:

•

Entities with more than 50% voting interest, unless control is not with the Company; and

•

Variable Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i) power over significant activities and (ii) the obligation to absorb losses or receive benefits.

All intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45. The Company continuously evaluates its investments and relationships to assess consolidation requirements.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may differ from these estimates, and such differences could be material.

In accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively. The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative and qualitative assessments that it believes are reasonable under the circumstances.

Significant estimates for the six months ended June 30, 2025, and 2024, respectively, include:

•

Allowance for doubtful accounts and contract receivables

•

Valuation of stock-based compensation

•

Estimated useful lives of property and equipment

•

Contract liabilities and Contract assets

•

Implicit interest rate in right-of-use operating leases

•

Uncertain tax positions

•

Valuation allowance on deferred tax assets

Risks and Uncertainties

The Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations. The Company’s operations are exposed to significant financial, operational, and strategic risks, including potential business disruptions, supply chain constraints, and liquidity challenges.

In accordance with ASC 275, “Risks and Uncertainties,” the Company evaluates and discloses risks that could materially affect its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales and earnings include:

Industry Cyclicality (ASC 275-10-50-6) – The Company’s financial performance is affected by industry trends, seasonality, and shifts in market demand.

Macroeconomic Conditions (ASC 275-10-50-8) – Economic downturns, inflationary pressures, interest rate changes, and geopolitical risks may impact consumer purchasing behavior and the Company’s revenue streams.

Pricing Volatility (ASC 275-10-50-4) – The cost and availability of raw materials, supply chain disruptions, and competitive pricing pressures can lead to fluctuations in gross margins and profitability.

Given these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting liquidity, business continuity, and long-term strategic growth. The Company continuously assesses these risks and implements measures to mitigate their potential impact.

Revenue from Contracts with Customers

In accordance with ASC 606-10-50-5, the Company identifies Revenue from Contracts with Customers using this 5- step model.

Identifying the Contract(s) with a Customer. The Company enters into written contract with customers that create enforceable rights and obligations. Contracts are assessed to ensure they meet criteria for being considered legally binding and capable of being accounted for.

Identify the Performance Obligations in the Contract. Performance obligations are identified as distinct promises to transfer goods or services to a customer. The Company identifies their scope of work and creates a schedule of values (SOV) outlining each individual scope of the project. Commercial construction performance obligations typically include delivering construction services for commercial construction and recognized the entire contract as a single performance obligation, Residential Construction is typically delivering the new construction of a residential construction or a remodel of an existing residential property, and we recognize the contract as a single performance obligation.

Determine the Transaction Price. The transaction price is the amount of considerations the Company expects to be entitled to in exchange for transferring promised services. The transaction price may include fixed amounts or cost-plus percentage method.

Allocate the Transaction Priced to Performance Obligations. The transaction price is allocated to each performance obligation (SOV) based on its stand-alone selling price. The stand-alone selling price is the price which the Company would sell its service separately to a customer.

Recognize Revenue when (or as) the Company Satisfies a Performance Obligation. The Company recognizes revenue over time based on the progress towards completion of performance obligation. Revenue recognized during this reporting period is derived from the total contract value as allocated to performance obligations satisfied during that period. Commercial construction revenue is recognized over time, using the cost-to cost method as we perform work on projects. Residential construction is similarly recognized over time for custom builds and remodel using the cost-to cost method.

By treating our contracts as a single performance obligation, we ensure that our revenue recognition process accurately reflects the economic realities of our business operations across all segments. This approach provides clarity to stakeholders regarding our revenue-generating activities, aligning with the guidance provided in ASC 606-10-55-89 through 55-91.

In accordance with ASC 606-10-50-8, the Company has disclosed significant judgements and changes in judgements related to the recognition of revenue from construction contracts. The application of ASC 606 requires the use of judgment in various aspects of revenue recognition, particularly in the use of the cost-to-cost method. The Company applies the cost-to-cost method to measure progress toward completion. This involves estimating the total contract cost and recognizing revenue based on the ration of cost incurred to the estimated total cost. The Company makes judgements regarding the recognition of revenue related to change orders and claims. Revenue from change orders is included in the transaction price when it is probable the customer will approve the change and the amount can be reliably estimated.

Contract Assets. Contract Assets represent the Company’s right to consideration for work completed to date but not yet billed to the customer. These amounts typically arise when revenue is recognized before an invoice is issued.

Contract Liabilities. Contract Liabilities represent the Company’s obligation to transfer goods or service to a customer for which it has received consideration or has the right to receive consideration before performing under the contract. Contract liabilities include advance payments or progress billing received from customers before the Company has satisfied its performance obligations.

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings Per Share.” The calculation of basic EPS follows the two-class method and is determined by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding, including certain other shares committed to be issued.

Basic Earnings Per Share (EPS)

Basic EPS is calculated using the two-class method, as prescribed by ASC 260-10-45-60, and is computed as follows:

•

Net earnings available to common shareholders represent net earnings to common shareholders, adjusted for the allocation of earnings to participating securities.

•

Losses are not allocated to participating securities in accordance with ASC 260-10-45-61.

The denominator includes common shares outstanding and certain other shares committed to be issued, such as restricted stock and restricted stock units (“RSUs”), for which no future service is required.

Diluted Earnings Per Share (EPS)

Diluted EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required by ASC 260-10-45-45.

Diluted EPS is computed by taking the sum of:

•

Net earnings available to common shareholders

•

Dividends on preferred shares

•

Dividends on dilutive mandatorily redeemable convertible preferred shares

•

Divided by the weighted average number of common shares outstanding and certain other shares committed to be issued, plus all dilutive common stock equivalents during the period, such as:

•

Stock options

•

Warrants

•

Convertible preferred stock

•

Convertible debt

•

Preferred shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) qualify as participating securities under the two-class method, per ASC 260-10-45-62.

Net Loss Per Share Considerations

In computing net loss per share, unvested shares of common stock are excluded from the denominator, as required by ASC 260-10-45-48.

Participating Securities & Share-Based Compensation

Restricted stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively. Therefore:

•

Before the requisite service is rendered for the right to retain the award, these instruments meet the definition of a participating security under ASC 260-10-45-59.

•

RSUs granted under an executive compensation plan, however, are not considered participating securities because the rights to dividend equivalents are forfeitable (ASC 718-10-25).

Related Parties

The Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and SEC Regulation S-X, Rule 4-08(k). Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.

Related parties include, but are not limited to:

•

Principal owners of the Company.

•

Members of management (including directors, executive officers, and key employees).

•

Immediate family members of principal owners and members of management.

•

Entities affiliated with principal owners or management through direct or indirect ownership.

Entities with which the Company has significant transactions, where one party has the ability to exercise control or significant influence over the management or operating policies of the other.

A party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company in a manner that could prevent either party from fully pursuing its own separate economic interests.

The Company discloses all material related party transactions, including:

•

The nature of the relationship between the parties.

•

A description of the transaction(s), including terms and amounts involved.

•

Any amounts due to or from related parties as of the reporting date.

•

Any other elements necessary for a clear understanding of the transactions’ effects on the financial statements.

Disclosures are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose material related party transactions and their effects on the financial position and results of operations.

Recent Accounting Standards

The Company adopted ASU 2023-07 on January 1, 2024. The adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:

•

Standardizing and disaggregating rate reconciliation categories.

•

Requiring disclosure of income taxes paid by jurisdiction.

This ASU is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis. Early adoption is permitted.

The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements.

Other Accounting Standards Updates

The FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of June 30, 2025, there were no material changes to the information provided under Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Form 10-K for the year ended December 31, 2024.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer/principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Management has carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of June 30, 2025.

The matters involving internal controls over financial reporting that may be considered material weaknesses included the small size of the Company and the resulting lack of segregation of duties. Specifically, the Company's system of internal controls failed to identify multiple journal entries that were subsequently identified by the Company's external auditor. Additionally, multiple errors within the Company's draft Form 10-Q were noted by the external auditor, further highlighting weakness in the control environment.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. To the knowledge of our management, there are no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

ITEM 1A. RISK FACTORS

As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as updated from time to time .

The recent imposition of tariffs by the U.S. government present several risk that could materially and adversely affect our business operations and financial performance.

Tariffs and changes in trade policy could increase our costs and negatively impact our margins and project performance. We continue to face risks from evolving U.S. trade policy, including existing and potential tariffs on key construction materials such as steel, aluminum, and other imported components. Increases in material costs due to tariffs or retaliatory trade measures may adversely affect our gross margins, particularly on fixed-price or lump-sum contracts where we may be unable to pass on such cost increases to our customers.

To the extent such cost increases are not recoverable or estimable in advance, we may be required to revise our cost forecasts under the percentage-of-completion method in accordance with ASC 606 (Revenue from Contracts with Customers), which could materially affect our operating results in the period of revision. In addition, supply chain disruptions from trade restrictions or extended lead times may delay project schedules and expose us to penalties or loss of revenue.

We are continuing to monitor developments in U.S. trade policy and their impact on material availability and pricing, and we may update our project pricing, sourcing strategies, or disclosure as necessary in future periods.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 30, 2025, pursuant to the approval of the Board of Directors of the Company (the “Board”), upon the recommendation of the Compensation Committee of the Board, the Company issued, under the 2024 Equity Incentive Plan, shares of the Company’s common stock registered under the Company’s Registration Statement on Form S-8, filed with the SEC on June 17, 2025, as follows: (i) 60,000 shares to Joseph Basile, Chief Executive Officer and Chairman; and (ii) 25,000 shares to Ruben Calderon, Chief Financial Officer.

Item 8.01. Other Events.

On June 30, 2025, pursuant to the approval of the Board, upon the recommendation of the Compensation Committee of the Board, the Company issued, under the 2024 Equity Incentive Plan, shares of the Company’s common stock registered under the Company’s Registration Statement on Form S-8, filed with the SEC on June 17, 2025, as follows: (i) 10,000 shares to Jamie Zambrana, Director; (ii) 10,000 shares to Nelson Garcia, Director; (iii) 10,000 shares to Miklos Gulyas, Director; (iv) 10,000 shares to Bjarne Borg, Director; (v) 10,000 shares to Christopher Melton Director; and (vi) 10,000 shares to David Clukey, Director.

(b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K .

(c) During the registrant’s last fiscal quarter, no director or officer adopted or terminated: (i) any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”); and/or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K .

ITEM 6. EXHIBITS


Exhibit Number		Description of Document
1.1**		Form of Underwriting Agreement
3.1**		Amended and Restated Articles of Incorporation of the Company dated September 30,2024
3.2**		Bylaws of the Company dated September 26, 2024
4.1**		Specimen Stock Certificate evidencing the shares of Class A Common Stock
4.3**		Form of Representative's Warrants
4.4**		Form of Representative's Warrants
4.5**		Form of Offering Warrants
10.1**		Contributions and Shares Exchange Agreement dated July 18,2024, by and among JFB Construction Holdings and the shareholders of JFB Construction & Development, Inc
10.2**		Employment Agreement dated July 18, 2024 between the Company and Joseph F. Basile III
10.3**		Employment Agreement dated July 18, 2024 between the Company and Ruben Calderon
10.4**		2024 Equity Incentive Plan
10.5**		Loose Cannon Lease Agreement dated March 29, 2024 by and between the Company and Aura Commercial, LLC
10.6**		Construction Agreement dated July 18, 2024 by and between the Company and Chartered Services, LLC
10.7**		Aura Commercial Lease Agreement dated March 29, 2024 by and between the Company and Aura Commercial, LLC
10.8**		Construction Agreement dated July 18, 2024 and between the Company and Rare Capital Partners, LLC
10.9**		Consulting Agreement with Chartered Services, LLC dated July 17, 2024 by and between the Company and Chartered Services, LLC
10.10**		Form Construction Contract
10.11*		Form Officer and Director Indemnification Agreement
10.12**		Amendment to Lease Agreement by and between the Company and Aura Commercial, LLC
10.13**		Amendment to Consulting Agreement with Chartered Services, LLC
10.14**		Amended and Restated Employment Agreement dated February 1, 2025 between the Company and Joseph F. Basile III
10.15**		Amended and Restated Employment Agreement dated February1, 2025 between the Company and Ruben Calderon
14.1**		Code of Conduct
21.1**		List of Subsidiaries
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized.


	JFB CONSTRUCTION HOLDINGS

Dated: August 14, 2025	By:	//s/ Joseph F. Basile III
		Joseph F. Basile III
		Chief Executive Officer (Principal Executive Officer)


Name	Title	Date

/s/ Joseph F. Basile III
Joseph F. Basile II	Chief Executive Officer and Director	August 14, 2025

/s/ Ruben Calderon	Principal Executive Officer
Ruben Calderon	Chief Financial Officer	August 14, 2025

/s/ Nelson Garcia	Principal Financial officer, Principal Accounting Officer
Nelson Garcia	Director	August 14, 2025

/s/ Bjarne Borg
Bjarne Borg	Director	August 14, 2025

/s/ Christopher Melton
Christopher Melton	Director	August 14, 2025

/s/ David Clukey
David Clukey	Director	August 14, 2025

/s/ Miklos Gulyas	Director
Miklos "John" Gulyas