August 15, 2024

Joseph F. Basile III
Chief Executive Officer
JFB Construction Holdings
1300 S. Dixie Highway, Suite B
Lantana, FL 33462

        Re: JFB Construction Holdings
            Draft Registration Statement on Form S-1
            Submitted July 19, 2024
            CIK No.: 0002024306
Dear Joseph F. Basile III:

        We have reviewed your draft registration statement and have the
following comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registration Statement on Form S-1
Cover Page

1.      We refer to your statement here that you are "assuming" a public
offering price that is
        applicable if "all" Units offered are sold. Please revise to clarify
whether this is the
        offering price, or the mid-point of a range, or advise. In addition,
please ensure that your
        disclosures reflect a firm number of shares to be offered hereunder
prior to seeking
        effectiveness of your registration statement. Refer to Item 501(b)(2)
and (3) of Regulation
        S-K.
2.      Expand footnote 1 to quantify the amount of the option granted to the
underwriter.
Prospectus Summary, page 2

3.      The disclosure in the summary should be a balanced presentation of your
business. Please
        revise to balance your disclosure regarding your business and
development projects with
        equally prominent disclosure of the challenges you face and the risks
and limitations that
 August 15, 2024
Page 2

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

       You should also revise to focus your disclosures on those projects that
are completed or
       currently in development, and clarify the projects that are
aspirational.
4.     You state that your primary market is the Florida Atlantic region and
that you have
       completed projects across 36 states. Please revise to disclose the
state(s) of the majority of
       your construction projects. In addition, balance your disclosure by
discussing the
       competitive state of the industry in these areas, and also highlight
your significant reliance
       on a single customer by quantifying the percentage of your revenues
resulting from it.
5.     Please revise your summary risk factors as follows:
           revise the fourth bullet on page 4 to quantify the amount of cash
held as of a recent
           date that is in excess of the FDIC insurance limit, and identify the
financial
           institution;
           revise the twelfth bullet on page 5 to quantify the control
ownership percentage; and
           revise the 21st bullet on page 5 to quantify the percentage of total
revenues from
           these customers.
Risk Factors, page 8

6.     Please ensure that you expand in this section each of the summary risks
you note in the
       Summary section. For example, please add a risk factor to discuss the
risks arising from
       economic conditions that impact consumer spending.
Risks Relating to our Business and Strategy
We do not have a significant operating history. . ., page 8

7.     We refer to your disclosure that you do not have a significant operating
history. We also
       note that you commenced operations in May 2014, and that you state in
the Summary
       section that you have "built a reputation and network of clients and
partners." Please
       revise to discuss specific issues to explain why you do not believe you
have a significant
       operating history despite the number of years of operations and add
balancing disclosure
       in your Summary section to highlight these issues.
Increased costs of labor and materials can materially adversely affect our
business. . ., page 11

8.     Expand your discussion in this risk factor to specifically discuss how
recent inflationary
       pressures have materially impacted your operations. In this regard, we
note your
 August 15, 2024
Page 3

       discussion on page 30 disclosing that your interest expense increased by
more than 600%
       in the three months ended March 31, 2024 as compared to the prior period
primarily
       because of an increase in residential project funding and that your
revenues during this
       period declined partly because of inflation and high interest rates on
construction loans.
Risks Relating to Our Securities and this Offering
The market price of our common stock is likely to be highly volatile...., page
16

9.     Please revise your disclosure to discuss the risks to investors
investing in stock where the
       price is changing rapidly. Also clearly state that instances of extreme
stock price run-ups
       followed by rapid price declines and stock price volatility may be
unrelated to your actual
       or expected operating performance and financial condition or prospects,
making it
       difficult for prospective investors to assess the rapidly changing value
of your stock.
Cautionary Note Regarding Forward-Looking Statements, page 23

10.    We note your statement that forward-looking statements are comprised of
"[a]ll
       statements [] other than statements of historical fact." This definition
of forward-looking
       statements is overly broad. Please revise accordingly.
Industry and Market Data, page 24

11.    We note your statements that you have not independently verified
industry and market
       data obtained from various third-party sources and that the accuracy and
completeness of
       the information are not guaranteed. As it is not appropriate for the
company to directly or
       indirectly disclaim liability for information in the registration
statement, please remove
       such disclosure or include a sentence specifically confirming that you
are responsible for
       all disclosures in the registration statement.
Dilution, page 27

12.    We note your pro forma net tangible book value as of March 31, 2024, for
the issuance of
       360,000 shares of Class A Common Stock to Chartered Services, LLC for
consulting
       services in 2024, was approximately $6,179,323 or approximately $1.70
per share. Please
       tell us how you calculated $1.70 per share.
Results of Operations, page 29

13.    We refer to your explanation that the decrease in revenue from March 31,
2024 and the
       prior period is due to several factors, including seasonality in the
industry, inflation, and
       high interest rates on construction loans. Please expand your disclosure
to provide
       additional context for the effect of seasonality. In addition, please
revise to identify the
       principal factors contributing to your inflationary pressures aside from
the higher interest
       rates on loans (e.g., from your supply chain or labor shortages), and
expand your
       discussion on the higher interest rates for your loans. Identify actions
taken or planned, if
       any, to mitigate the impact of these factors.
14.    Please provide a breakdown of your backlog of contracts, current
contracts and contracts
       that you have bid on. With respect to the backlog and current contracts,
please clarify
       which are fixed price contracts and which are cost-plus contracts.
 August 15, 2024
Page 4
Business
Business Segments, page 35

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

19.    Please expand your discussion to explain how you handle insurance
coverage for
       development projects that involve sub-contractors.
Management, page 43

20.    Please revise the biographical information for each officer and director
to provide the
       information regarding his experience required by Item 401(e) of
Regulation S-K.
Executive and Director Compensation, page 48

21.    Expand your disclosures regarding the compensation for your officers to
include the
       potential bonus amounts payable to them, as set forth in their
employment agreements.
 August 15, 2024
Page 5
Description of Capital Stock, page 56

22.    Please revise your disclosures regarding voting rights to be consistent
with the terms of
       your governing documents. For example, we note that certain bylaw
amendments may
       require supermajority vote. Also revise to clarify why your Nevada
articles of
       incorporation appear to indicate that they will be amended pursuant to
the laws of the
       state of Florida. In addition, expand your disclosures to discuss the
ability for
       stockholders to take action by written consent.
Consolidated Balance Sheets, page F-3

23.    Please revise your balance sheets to present the number of shares issued
and outstanding,
       along with the dollar amount for each class of common stock, for the
respective
       periods. Additionally, we note Class A and Class B common stock amounts
are presented
       in your capitalization table on an actual basis on page 26, but not in
your consolidated
       statements of changes in shareholder equity for the three months ended
March 31, 2024.
       Please reconcile this discrepancy.
Notes to the Audited Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-7

24.    Please revise to expand your revenue recognition policy disclosure to
include sufficient
       information to enable users to understand the nature, amount, timing and
uncertainty of
       revenue and cash flows arising from contract with customers. Your
expanded disclosure
       should discuss, but not be limited to, your revenue arrangements,
including the nature of
       your arrangements, description of goods or services provided, key terms,
the specific
       performance obligations and timing of satisfaction of performance
obligations. Refer
       to ASC 606-10-50.
Note 3 - Revenue from Contracts with Customers, page F-9

25.    Please revise to provide the disaggregated disclosures with respect to
your revenues
       as required by ASC 606-10-50-5 and all disclosures required by ASC
606-10-50-8
       with respect to your contract balances, or advise.
Note 7 - Related Party Transactions, page F-11

26.    Please identify on the face of your consolidated balance sheets,
consolidated statements of
       income and consolidated statements of cash flows, the amounts of all
related party
       transactions and balances pursuant to Rule 4-08(k) of Regulation S-X.
27.    We note your disclosure on page 54 of agreements with related parties,
Aura Commercial
       LLC, Loose Cannon LLC and Capo 7, LLC. However, these related party
transactions are
       not disclosed in your notes to the financial statements for the
respective periods. Please
       revise your disclosure to discuss these related party transactions or
advise.
Exhibits

28.    Please refile applicable exhibits so that each exhibit is in the proper
text-searchable
       format. See Item 301 of Regulation S-T.
29.    We note your statement on page 55 that you have entered or will be
entering into
 August 15, 2024
Page 6

       indemnification agreements with each of your directors and officers.
Please file such
       agreements (or forms thereof) as exhibits.
General

30.    Please provide us with supplemental copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your
       behalf, have presented or expect to present to potential investors in
reliance on Section
       5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of those
       communications.
       Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-8776
with any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction
cc:   Jeffrey Moriarty, Esq.