October 28, 2024

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

        Re: JFB Construction Holdings
            Amendment No. 1 to Draft Registration Statement on Form S-1
            Submitted October 3, 2024
            CIK No.: 0002024306
Dear Joseph F. Basile III:

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

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

      After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our August 15, 2024 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Increased costs of labor and materials can materially adversely affect our
business. . ., page
13

1.     We acknowledge your revised disclosures in response to prior comment 8,
and note
       your revised statement that although most of the inflationary costs are
passed to the
       customer, the cumulative effect of the delays and increased costs "may"
have a
       significant adverse impact on your profitability and cash flow. Please
further
       revise your disclosure to explain that for the first six months of 2024,
your revenues
       decreased by 52% in this period as compared to the prior period for
2023, which is
       partially as a result of inflation and and high interest rates on
construction loans, as
 October 28, 2024
Page 2

       you state on page 32.
Cautionary Note Regarding Forward-Looking Statements, page 25

2.     We note your references to forward-looking statements within the meaning
of Section
       27A of the Securities Act and Section 21E of the Exchange Act. Please be
advised
       that the safe harbor provisions for forward-looking statements are
inapplicable to you
       because you are not currently a reporting company. Therefore, please
revise to make it
       clear that the safe harbor provisions do not apply to this offering.
Industry and Market Data, page 26

3.     We acknowledge your revised disclosures in response to prior comment 11,
but note
       that your revised disclosure continues to state that you have not
independently verified
       industry and market data obtained from various third-party sources. As
previously
       stated, it is not appropriate for you to directly or indirectly disclaim
liability for
       information in the registration statement. Accordingly, please revise to
include a
       sentence specifically confirming that you are responsible for all
disclosures in the
       registration statement, or alternatively, remove such disclosure.
Business
Overview, page 37

4.     We note your response to prior comment 17 and your revised disclosures
that 50%
       and 52% of your revenues for the fiscal years ended 2023 and 2022,
respectively,
       resulted from business with one franchise client. Please further revise
your disclosures
       to describe the material terms of your business arrangements with this
franchise client
       (e.g., whether you enter into fixed price contracts), and discuss how
much of your
       current projects are for this significant franchise client. In addition,
we note your
       disclosures regarding your experience with franchisors and franchisees
for "national,
       fast expanding brands." Please revise to clarify if this significant
customer is included
       in that category of your business.
Preferred Builder Status with Franchisors, page 44

5.     We note your revised disclosures in response to prior comment 16. Please
expand this
       section to describe the percentage of your business that is attributable
to your
       preferred builder status with franchisors and how the bid success rate
of these projects
       compares with other types of your projects. In this regard, we note your
disclosure on
       page 33 that historically, you have been awarded greater than 50% of the
bids you
       submit. Please also revise to explain with how many franchisors you have
the
       preferred builder status and when such status allows you to bypass the
formal bidding
       process.
Principal Stockholders, page 56

6.     We refer to your revised disclosures, including on page F-24, that
following the
       reorganization, there were 3,640,000 shares of class A common stock and
4,000,000
       shares of class B common stock, and that Mr. Basile III owned 4,365,000
shares and
       the Basile Family Irrevocable Trust owned 3,250,000 shares, which
represented 57%
       and 43% ownership in you. However, your disclosures in this table do not
show a
 October 28, 2024
Page 3

       total of 3,640,000 shares of class A common stock. Please revise your
disclosures to
       reconcile, or advise. Also, we note your disclosure in footnote 3 that
the beneficial
       owner of the trust is Lisa Ann Basile as she has control over the trust.
Please revise
       your disclosures to clarify whether she has both voting and dispositive
control over
       such shares held by the trust. In addition, revise your disclosures
throughout your
       prospectus as appropriate to explain the total amount of voting power
that will be
       controlled by your CEO and his family trust on a collective basis, or
advise.
Notes to Audited Financial Statements
Note 2 - Summary of Significant Accounting Policies, page F-7

7.     We note your discussion of business segments throughout your filing.
Please tell us
       your consideration to include segment disclosure required by ASC
280-10-50, as
       applicable. Should you determine that you have a single reportable
segment, explain
       your basis for your conclusion, including a discussion of whether your
different
       revenue streams or business segments represent separate operating
segments. If
       operating segments have been aggregated, please tell us the basis for
such aggregation
       and also tell us your consideration of the disclosure requirements in
ASC 280-10-50-
       21.
8.     We note your response to prior comment 24 and expanded disclosure on
your revenue
       recognition policy. Please further expand your revenue recognition
disclosure to
       address the following related to your typical revenue contracts:
           The nature of the goods and services that you have promised to
transfer. Please
           ensure your disclosure highlights the various service offerings
provided given the
           range of services discussed under your various business segments
starting on page
           3. See ASC 606-10-50-12;
           The typical contract length for your arrangements;
           The performance obligation(s) you have determined from your
contracts with
           customers including whether your arrangements have one or multiple
           performance obligations. For each performance obligation, highlight
whether the
           company has bundled any goods or services that are not considered
distinct. See
           ASC 606-10-25-14 through 25-19; and,
           Provide the disclosures related to your remaining performance
obligations
           pursuant to ASC 606-10-50-13 through 50-16.
Note 3 - Revenue from Contracts with Customers, page F-10

9.     We note your response to previous comment number 25 and your revised
disclosure
       related to revenue. Please further expand your disclosure to address the
following:
           Provide additional information on your disaggregation of revenue
pursuant to
           ASC 606-10-50-5. Please refer to the guidance in paragraphs ASC
606-10-55-89
           through 55-91; and,
           Disclose revenue recognized in fiscal years 2022 and 2023 that was
included in
           the contract liability balance at the beginning of the period.
 October 28, 2024
Page 4
Note 10 - Subsequent Event, page F-12

10.    We note your disclosure that on July 18, 2024, as a result of your
reorganization, 100
       shares of the JFB Subsidiary's common stock were exchanged for 3,640,000
shares of
       Class A Common Stock and 4,000,000 shares of Class B common stock of JFB
       Construction Holdings. Please revise your financial statements and your
disclosure
       throughout the filing to give retroactive effect to the change in your
equity structure
       consistent with the guidance in ASC 505-10-S99-4 (SAB Topic 4:C) and ASC
260-
       10-55-12, or tell us why it is not required.
Note 4 - Lease Arrangements, page F-22

11.    We note you entered into a lease agreement with Aura Commercial LLC for
office
       space. Please expand your disclosure to include all information pursuant
to ASC 842-
       20-50-3 through 50-6. Additionally, if the lease agreement is with a
related party,
       please identify the lease balances on the face of the financial
statements as related
       party.
Item 15. Recent Sales of Unregistered Securities, page II-2

12.    We refer to the last sentence in the third paragraph. You disclose Mr.
Basile and
       Basile Family Irrevocable Trust owned approximately fitty-nine percent
(59%) and
       forty-one percent (41%) of the Common Stock JFB Construction Holdings,
       respectively. These percentages are not consistent with your disclosure
on page 58, F-
       12, and F-24. Please reconcile.

       Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-8776
with any
other questions.



                                                              Sincerely,

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