JFB Construction Holdings 10-K/A

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Risks Associated with Our Business Our business is subject to a number of risk and uncertainties. We believe these factors include, but are not limited to, those more fully described in “ Risk Factors ”, elsewhere in this annual report. We urge you to read “Risk Factors” beginning on page 9 and this annual report in full. Or summary of significant risks includes, but is not limited, to the following: ● Our management team has no experience operating a company with publicly traded shares. ● We lack formalized policies and procedures to ensure adequate board and management oversight of financial reporting, risk management, and regulatory compliance. ● Economic conditions that impact consumer spending may have a material adverse effect on our business, and our partners’ business. ● We currently maintain all our cash and cash equivalents with one financial institution. As of July 2, 2026, our cash balance in excess of FDIC limit at Seacoast National Bank was $9,602,999. ● We face intense competition in our industry, including from some competitors that have greater financial and marketing resources. ● We will experience significant risks while attempting to enter the real estate development market. ● Our future expansion plans are subject to uncertainties and risks. ● Supply problems, termination or interruption of supply arrangements or increases in the cost of products could have a material adverse effect on our business. 36 ● We may require additional capital which may not be available. ● Our business depends on the continued contributions made by Mr. Basile, our founder, Chairman and Chief Executive Officer. ● Our business depends on the efforts of our management, and our business may be severely disrupted if we lose their services. ● We are subject to laws, rules and regulations regarding product safety, health, environmental and noise pollution, and other issues. ● If lawsuits are brought against us, we may incur substantial liabilities. ● Our insurance may not be sufficient. ● We have not made use of confidentiality agreements in the past and, although we intend to rely on such agreements in future dealings with employees, consultants, and other parties, the prior lack or the breach of such agreements could adversely affect our business and results of operations. ● Natural disasters, unusually adverse weather, pandemic outbreaks, boycotts, and geo-political events could materially and adversely affect our business. ● Our ability, or lack thereof, to establish strategic partnerships and expand our operations may adversely affect our business and our plans. ● There is no existing market for our securities, and we do not know if one will develop. ● The market price of our common stock is likely to be highly volatile, and you could lose all or part of your investment. ● We have no current plans to pay cash dividends on our common stock for the foreseeable future. ● You may experience substantial dilution in the future. ● We will incur significantly increased costs as a result of operating as a public company and will be required to devote substantial time to compliance initiatives. ● As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements, which could leave our stockholders with less information or fewer rights available to stockholders of more mature companies. ● If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, the price of our common stock and trading volume could decline. ● Anti-takeover provisions in our Articles of Incorporation and Bylaws and Nevada law could discourage, delay, or prevent a change in control of our company and may affect the trading price of our common stock. ● Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price. ● Our subcontractors may fail to satisfy their obligations to us or other parties, or we may be unable to maintain these relationships, either of which may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows and growth prospects. ● An inability to obtain bonding could limit the aggregate dollar amount of contracts that we are able to pursue. ● Our failure to comply with the regulations of Occupational Safety and Health Administration (“OSHA”) and state and local agencies that oversee transportation and safety compliance could adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects. ● A change in tax laws or regulations of any federal or state jurisdiction in which we operate could increase our tax burden and otherwise adversely affect our business, financial condition, results of operations, and cash flows. ● Tariffs by the U.S. government on imports from Canada, Mexico, and China could materially and adversely affect our business operations and financial performance. ● We have broad discretion as to the use of the net proceeds from recent offerings and may not use them effectively. ● The nature of our contracts, particularly those that are fixed-price, subjects us to risks associated with cost overruns, operating cost inflation and potential claims for liquidated damages. 37 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm PCAOB ID 2738 F-2 Consolidated Balance Sheets as of December 31, 2025and 2024 F-4 Consolidated Statements of Income for the Years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Changes in Shareholders’ Equity for the Years ended December 31, 2025and 2024 F-6 Consolidated Statements of Cash Flows for the Years ended December 31, 2025and 2024 F-7 Notes to Consolidated Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of JFB Construction Holdings Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of JFB Construction Holdings (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition As discussed in the footnotes to the consolidated financial statements, the Company recognizes revenue on construction projects in which the performance obligation is satisfied over time. Auditing management’s evaluation of cost to complete v/s cost incurred on long term contracts involves significant judgment. To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s past history with cost estimation, completed job profitability, observation and or conformation of the progress related to certain jobs and testing of the underling inputs and data. /s/ M&K CPAS, PLLC We have served as the Company’s auditor since 2023. The Woodlands, TX March 31, 2026 F- 2 JFB CONSTRUCTION HOLDINGS AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 Year Ended December 31, 2025 December 31, 2024 ASSETS Cash $ 22,208,384 $ 2,696,183 Restricted Cash 3,000,000 Contract Receivables 9,243,354 3,047,255 Contract Assets 2,630,561 1,213,614 Prepaid Expenses 218,579 166,527 Contract Assets- Related Party - — Contract Assets - — TOTAL CURRENT ASSETS 37,300,878 7,123,579 NET PROPERTY AND EQUIPMENT 996,771 1,021,930 Other Assets- Related Party 50,000 - RIGHT-OF-USE ASSETS-RELATED PARTY 686,053 819,529 Investment in Class A Common Stock 1,000,000 - TOTAL ASSETS $ 40,033,702 $ 8,965,038 LIABILITIES Accounts payable and other payables $ 978,103 $ 1,102,686 Accrued expenses 136,731 79,270 Contract liabilities 383,869 633,794 Related Party Payables - — Lease liability-related party 700,161 819,529 TOTAL CURRENT LIABILITIES 2,198,864 2,635,279 SHAREHOLDER’S EQUITY Preferred stock, $ 0.0001 par value, 20,000,000 shares authorized; 4,389,500 shares issued and outstanding. 439 — Class A Common stock, $ 0.0001 par value, 372,000,000 shares authorized; 12,603,900 and 8,000,000 issued and outstanding as of December 31,2025 and December 31,2024 1,260 800 Class B Common stock, $ 0.0001 par value, 8,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2025 and 8,000,000 as of December 31,2024 - 800 Common stock, value - 800 Additional paid in Capital 37,200,867 424,336 Accumulated deficit 632,272 5,903,823 Total SHAREHOLDER’S EQUITY 37,834,838 6,329,759 TOTAL LIABILITIES AND SHAREHOLDER EQUITY $ 40,033,702 $ 8,965,038 The accompanying notes are an integral part of these consolidated financial statements. F- 3 JFB CONSTRUCTION HOLDINGS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME December 31, 2025 December 31, 2024 Year Ended December 31, 2025 December 31, 2024 Sales $ 24,639,491 $ 22,183,871 Sales – Related Parties 5,901,952 904,014 Sales 5,901,952 904,014 Cost of Goods Sold 21,733,180 17,140,993 Cost of Goods Sold – Related Parties 5,657,983 912,331 Cost of Goods Sold 5,657,983 912,331 Gross Profit 3,150,280 5,034,561 Operating Expenses Selling and marketing expenses 1,011,092 51,635 General and administrative expense 7,373,892 4,836,781 Rent Expense-related party 167,950 Depreciation and amortization expense 251,913 179,649 Total Operating Expense 8,804,847 5,068,065 Income(Loss) from Operations ( 5,654,567 ) ( 33,504 ) OTHER INCOME (EXPENSE) Other Income (Expenses) ( 124,053 ) ( 8,142 ) Interest expense ( 489 ) ( 32,649 ) Interest Income 506,558 193,300 TOTAL OTHER INCOME 382,016 152,509 NET INCOME (LOSS) $ ( 5,272,551 ) $ 119,005 Earnings Per Share Basic and Diluted Common Share $ ( 0.31 ) $ 0.01 Weighted- Average Common Shares Outstanding, Basic and Diluted 16,968,640 15,608,524 The accompanying notes are an integral part of these consolidated financial statements. F- 4 JFB CONSTRUCTION HOLDINGS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the Years Ended December 31, 2025 and 2024 - Shares Par Value Shares Par Value Shares Par Value Capital Retained Earnings Total Class A Common Stock Class B Common Stock Class C Preferred Stock Additional Paid-In Shares Par Value Shares Par Value Shares Par Value Capital Retained Earnings Total Balance, December 31, 2023 7,280,000 $ 728 8,000,000 $ 800 - - $ 31,759 $ 6,656,825 $ 6,690,112 Distributions 2024 - - - - - - - ( 872,007 ) ( 872,007 ) Issuance of Common stock for services 720,000 72 - - - - 359,928 - 360,000 Imputed Interest - - - - - - 32,649 - 32,649 Net income 2024 - - - - - - - 119,005 119,005 Balance, December 31, 2024 8,000,000 $ 800 8,000,000 $ 800 - - $ 424,336 $ 5,903,823 $ 6,329,759 Balance 8,000,000 $ 800 8,000,000 $ 800 - - $ 424,336 $ 5,903,823 $ 6,329,759 Contributions 2025 - - - - - - - 1,000 1,000 Proceeds from Issuance of Common stock, net 2,500,000 250 - - - - 4,667,386 - 4,667,636 Proceeds from Exercise of Warrants 1,223,094 122 - - - - 3,363,386 - 3,363,508 Shares issued for Service 511,094 52 - - - - 1,208,734 - 1,208,786 Proceeds from Issuance of Preferred Stock C series,net - - - - 4,389,500 439 39,536,261 - 39,536,700 Repurchase & Retirement of Class B Common Stock - - ( 8,000,000 ) ( 800 ) - - ( 11,999,200 ) - ( 12,000,000 ) Cashless exercise of warrants 369,712 36 - - - - ( 36 ) - - Net Loss 2025 - - - - - - ( 5,272,551 ) ( 5,272,551 ) Net Income (loss) - - - - - - ( 5,272,551 ) ( 5,272,551 ) Balance, December 31, 2025 12,603,900 $ 1,260 - $ - 4,389,500 $ 439 $ 37,200,867 $ 632,272 $ 37,834,838 Balance 12,603,900 $ 1,260 - $ - 4,389,500 $ 439 $ 37,200,867 $ 632,272 $ 37,834,838 The accompanying notes are an integral part of these consolidated financial statements. F- 5 JFB CONSTRUCTION HOLDINGS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS December 31, 2025 December 31, 2024 Year Ended December 31, 2025 December 31, 2024 OPERATING ACTIVITIES Net Income ( 5,272,551 ) 119,005 Adjustments to reconcile Net Income (Loss) to Net Cash provided by operations: Depreciation Expense 251,913 179,649 (Gain) loss on sale of fixed asset ( 10,000 ) Shares issued for Services 1,208,786 360,000 Imputed Interest — 32,649 Changes in assets and Liabilities (increase) decrease in : Contracts Receivable ( 6,196,099 ) 4,087,836 Contract Assets ( 1,416,946 ) ( 851,975 ) Prepaid Expenses ( 52,052 ) ( 40,767 ) Lease Liabilities, net 14,108 — Accounts Payable ( 124,582 ) 382,382 Accrued Expenses 57,461 ( 665,854 ) Contract Liabilities ( 249,925 ) 121,075 CASH PROVIDED BY ( used in) OPERATING ACTIVITIES ( 11,789,888 ) 3,481,850 CASH FLOWS FROM INVESTING ACTIVITIES Cash Paid for Deposit on Investment ( 50,000 ) — 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 ( 226,755 ) ( 817,534 ) Net cash used in investing activities ( 1,266,755 ) ( 817,534 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment on loan payable — ( 332,870 ) Proceeds from Issuance of Common Stock A, net 4,667,636 — Proceeds from Issuance of Common Stock C, net 39,536,700 — Proceeds from Issuance of Common Stock, net 39,536,700 — Proceeds from Exercise of Warrants 3,363,508 — Redemption Of Class B Common Stock ( 12,000,000 ) — Shareholder (Distributions) Contributions 1,000 ( 872,007 ) CASH USED FOR FINANCING ACTIVITIES 35,568,844 ( 1,204,877 ) NET INCREASE (DECREASE) IN CASH 22,512,201 1,459,439 CASH AND RESTRICTED CASH AT BEGINNING OF YEAR 2,696,183 1,236,744 Cash and restricted cash at end of period $ 25,208,384 $ 2,696,183 Supplemental Disclosures of Cash Flow Information: Interest Paid $ — $ — Taxes Paid $ — $ — Non-Cash Financing Addition of lease during this period $ — $ 908,705 Cashless exercise of warrants $ 18 $ — F- 6 JFB Construction Holding Notes to the Audited Financial Statements Note 1 – Nature of the Business JFB Construction & Development, Inc. (“JFB” or the “Company”) 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 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. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of JFB Construction Holdings and its wholly owned subsidiaries, including JFB Construction & Development, Inc. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared on the accrual basis of accounting and in accordance with the historical most convention, except for certain financial instruments that may be recorded at the fair value as required by GAAP. Management has evaluated events and transactions occurring subsequent to the balance sheet date for potential recognition or disclosure in the consolidated financial statements. 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. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Principles of Consolidation JFB Construction & Development, Inc. accounts are included on its Parent Company’s consolidated financial statements for the years ended December 31, 2025 and 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, together with restricted cash totaling $ 3,000,000 , consisting of $ 3,000,000 pledge as collateral for the Desoto School Project performance bond. 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 December 31, 2025 and 2024, the cash balance in excess of the FDIC limits was $ 21,862,085 and $ 2,196,183 , respectively. The 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 judgment 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. F- 7 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. 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. F- 8 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 Accounts receivable is recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable is 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. 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. 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. 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. 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 78 % and 89 % of revenue for the years ended December 31, 2025 and December 31, 2024, respectively. F- 9 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 22 % and 11 % of revenue for the years ended December 31, 2025 and December 31, 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. There is no revenue recognized for this segment for the years ended December 31, 2025 and December 31, 2024. 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 and $ 0 as of December 31, 2025 and 2024. The net contract receivable balance was $ 9,243,354 on December 31, 2025, and $ 3,047,255 on December 31, 2024. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $ 1,011,092 for the year ended December 31, 2025 and $ 51,635 and for the year ended December 31, 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: Schedule of Property and Equipment Estimated Life Office, Field, and Computer Equipment 5 years Vehicles 5 years Leasehold Improvements 7 years 2025 2024 31-Dec 2025 2024 Field Equipment $ 114,206 $ 114,206 Computer Equipment 6,911 6,911 Vehicles 837,230 819,599 Leasehold Improvements 771,841 589,525 Office Equipment 2,076 2,076 Gross Property and Equipment 1,732,264 1,532,317 Less accumulated depreciation ( 735,493 ) ( 510,387 ) Net Property and Equipment $ 996,771 $ 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 year ended December 31, 2025 and 2024, was $ 251,913 and $ 179,649 , respectively. F- 10 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 December 31, 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. 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. 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. 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. F- 11 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. 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 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. 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 assets for the years ending December 31, 2025, and 2024, was $ 2,630,561 and $ 1,213,614 , respectively. The contract liability for the years ended December 31, 2025, and 2024, was $ 383,869 and $ 633,794 respectively. We recognized $ 1,143,269 and $ 2,561,828 as revenue from our contract liability balance at the beginning of the year at year end December 31, 2025 and 2024, respectively. The allowance for doubtful accounts was $ 135,236 as of December 31, 2025 and December 31, 2024. The contract receivable balance was $ 9,243,354 as of December 31, 2025 and $ 3,047,255 as of December 31, 2024. Note 4 – Business Segment Information Commercial Construction Segment From ground-up developments to renovations and tenant improvements, we specialize in delivering high-quality commercial construction projects across various commercial sectors. This segment encompasses a wide range of projects, including office buildings, retail centers, hospitality establishments, and industrial facilities. The commercial segment, which includes two divisions, a franchise construction division and a general commercial construction division, represents a significant portion of JFB Construction’s revenue including approximately 50 % for year ending December 31,2025 and 78 % for year ending December 31,2024. . Franchise industry construction build-outs were a key component of the past growth of JFB and will continue to be instrumental in our commercial construction business. These projects range in size from approximately 1,500 square foot projects to over 30,000 and are generally completed in less than four months. Leveraging years of experience, our team of professionals is adept at understanding the unique requirements of numerous franchise systems and national brands for our clients. Our collaborative approach and dedication to client satisfaction have positioned us as preferred builders within the franchise industry for highly valuable and recognizable corporate brands, allowing us to build lasting partnerships with franchisees and national brands alike. We are, however, tied to the continued growth and success of the national brands, and their respective franchisees, for continued projects of this nature. By prioritizing the unique needs and objectives of each client, we attempt to deliver tailored solutions to meet the need of our franchise clients. F- 12 We also build ground-up commercial buildings. This includes site evaluation, aiding in architectural design and engineering, and construction of the building itself. Our approach ensures that the final product meets the functional and aesthetic requirements of modern businesses, while also adhering to budget and timeline constraints. We began building for Sweathouz Corporation and successfully completed three projects for them in 2025. The commercial construction industry, specifically focusing on franchise business buildouts, is highly competitive and influenced by various market dynamics. Franchise business buildouts, such as restaurants, retail stores, fitness centers, and service-oriented businesses, require specialized construction services that cater to brand standards, tight timelines, and cost efficiency. Many franchise brands are expanding rapidly due to strong consumer demand, creating a substantial market for commercial construction services. Franchise buildouts often have aggressive schedules to meet the franchisor’s timelines, requiring contractors, including JFB, to work efficiently and minimize downtime. This fast-paced nature of the work means that contractors with streamlined processes, experienced project managers, and strong subcontractor networks have a competitive edge. Our management believes we possess such attributes and, as a result, are well positioned to continue being awarded contracts in this sector in the future. Overall, according to Construct Connect news, their experts predict that the Commercial Construction industry will have modest growth in 2026 and beyond Further, nonresidential construction spending is projected to increase by over 4 % in 2026 according to the American Institute of Architects. However, there is less encouraging information related to traditional office and retail sectors which are declining based on consumer trends and work from home initiatives. JFB will continue to monitor these trends as they occur and will consider shifting resources to adapt by focusing markets and regions where continued growth is projected. Management expects the continued expansion of our franchise construction division across numerous states throughout the U.S. where our current and future clients require our services, with an emphasis on the Southeast. The Southeast, according to International Franchise Association, is the largest franchise market in the country and is expected to grow by 3.5 %, whereas the total national franchise market is only expected to grow 1.9 %. Our general commercial construction division will continue to focus on the Southern Atlantic region of the United States in the short to mid-term, focusing on regions where we forecast continued state-to-state migration and expanding population growth. We anticipate our franchise division growth to remain strong so long as we are able to continue to retain our current client base and continue to receive referrals within the industry. Residential Construction Segment With a focus on quality craftsmanship, we undertake residential construction and development projects that prioritize modern living spaces and contribute to vibrant communities. With the increasing demand for housing driven by population growth and urbanization, the residential development segment presents business opportunities for JFB Construction. According to the U.S. Census Bureau, Florida was one of the fastest-growing economies in the country. Florida has also been one of the fastest growing states in terms of population and migration, with 22,517 added in 2025, according to a report issued by the Florida Times. JFB aims to capitalize on the increased GDP and population migration in Florida, which is drawing new residents because of its warmer climate, robust labor market and lack of state income tax, due to increased need for housing. In 2025, residential construction opportunities represent 22 % of our revenues. Our expertise in residential construction includes home remodels, luxury single-family homes and equestrian facilities. We are committed to meeting the evolving needs of homeowners and developers by delivering innovative and sustainable housing solutions. We cater to affluent clients seeking bespoke residences and state of the art equestrian amenities in South Florida. Within this segment, we excel at creating custom-designed homes and remodels that embody elegance, functionality, and the latest in luxury living standards. In parallel, we create equestrian facilities that combine superior architectural design with practical considerations for horse stabling and training. As we move forward, management believes the demand for contractors who specialize in this niche of luxury construction will continue to grow in association with the population growth in this region. Six of our 24 twenty-four current projects are residential construction projects. The competitive state of the residential construction market in the Florida and the surrounding regions has been shaped in recent years due to a number of factors. Florida’s population growth is forecasted to remain above the national average in the coming years as well, according to the Demographic Estimating Conference. In turn, the demand for new or remodeled homes has been beneficial to JFB and the residential construction industry in the region. However, JFB’s ability to successfully capitalize on such demand has been balanced by the need to identify a cost effective workforce, including its use of subcontractors, properly preparing for and mitigating the potential harm of increased material costs and supply chain disruptions, and navigating strict building codes which may lead to permitting delays. F- 13 Real Estate Development Segment Management believes that an increased focus on larger multi-family residential developments, such as condominiums and townhouses, will help JFB to continue to grow and increase its revenue. Projects, such as our completed 44 -unit multi-story residential apartment complex and our recent agreement as the general contractor for a 79 -unit townhome development with an additional community clubhouse, and our work to expand the Desoto County High School and the Construction of the Courtyard Olive Branch hotel will be key to our future success because such projects offer the opportunity to participate in larger construction projects that have an opportunity to yield greater revenues. As discussed below, we believe being a public company, with increased access to capital and potentially debt financing, will help enable our company to invest in real estate development projects that are more capital intensive. Further, with the potential to act as the developer and general contractor for development projects, we believe there are opportunities to maximize profits for the Company though efficient control of all aspects of construction projects through our in-house development team. Four of our 24 twenty-four current projects is a real estate development project. While still aspirational in nature, the Company’s strategic plan includes investing in real estate development projects directly as the developer or through joint ventures, which offer both attractive opportunities and notable challenges. Such investment has the potential to secure substantial returns on investment, as well as potentially being awarded the valuable construction contracts tied to these ventures. Real estate development provides revenue opportunities for the Company through various channels, including the sale of developed properties, leasing income, and property management fees. Upon the completion of a development project, the Company may generate revenue through the sale of residential, commercial, or mixed-use properties to third-party buyers. In addition, leasing developed properties to tenants provides a recurring revenue stream, contributing to long-term financial stability. The Company may also derive income from property management services, ensuring efficient operation and maintenance of developed assets, but this service would likely be outsourced to a third-party, at least in the early stages of this growth objective. Furthermore, real estate development projects may appreciate in value over time, potentially generating additional revenue upon sale or refinancing. In addition to the revenue generated from property sales, leasing, and management, real estate development projects create opportunities for the Company to provide construction services, further diversifying its income streams. As a vertically integrated company, the Company is likely to be able to serve as both the developer and the general contractor on its projects, enabling it to capture additional revenue from construction activities. By providing construction services for its own developments, the Company benefits from greater control over project timelines, quality, and costs, improving overall project efficiency. Moreover, the Company may also offer construction services to third-party developers, as it is presently leveraging its expertise and resources to expand its client base. This dual role as developer and contractor may enhance the Company’s ability to generate consistent revenues across multiple phases of a project, from initial construction through long-term asset management. Value-add real estate development for shopping centers and similar commercial projects is another area of real estate development the Company intends to invest into. By acquiring underperforming or outdated retail properties, the Company can implement strategic renovations, tenant repositioning, and operational improvements to enhance the property’s value and attract higher-quality tenants. These enhancements can increase rental income and occupancy rates, creating a more attractive asset for future sale or refinancing. Additionally, value-add projects allow the Company to capitalize on trends in consumer behavior, such as incorporating mixed-use elements or adapting spaces for e-commerce and experiential retail. This approach not only increases the asset’s long-term revenue potential but also strengthens the Company’s market position in the competitive commercial real estate sector, if the Company is able to properly assess risk and identify well positioned properties. The Company recognizes real estate development projects require substantial capital investment and come with inherent risks, such as market fluctuations, potential delays, and the complexities of managing real estate assets. The illiquidity of these investments further complicates matters, as funds may be locked in for extended durations, restricting the company’s ability to reallocate resources quickly. Nonetheless, by integrating its investment strategy with its construction capabilities, the Company aims to mitigate these risks and enhance project outcomes. While these endeavors require careful management and thoughtful allocation of resources, the Company is optimistic that its integrated approach will yield positive outcomes. 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 CODM of the Company is Joseph Basile CEO. 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. F- 14 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: Schedule of Segment Information For the year ended December 31, 2025 Commercial Residential Real Estate Development Consolidated Sales $ 15,149,930 $ 10,226,983 $ 5,164,530 $ 30,541,443 Cost of Goods Sold 15,621,923 7,273,349 4,495,891 27,391,163 Gross Profit (Loss) ( 471,993 ) 2,953,634 668,639 3,150,280 Operating Expenses Selling & Marketing Expenses 505,546 303,328 202,218 1,011,092 General & Administrative Expenses 3,686,946 2,212,168 1,474,778 7,373,892 Rent expense-related party 83,975 50,385 33,590 167,950 Depreciation and amortization expense 125,957 75,574 50,383 251,913 Total Operating Expense 4,402,424 2,641,454 1,760,969 8,804,847 Income (Loss) From Operations ( 4,874,417 ) 312,180 ( 1,092,330 ) ( 5,654,567 ) OTHER INCOME (EXPENSE) Income (expense) ( 62,027 ) ( 37,216 ) ( 24,811 ) ( 124,053 ) Interest expense ( 245 ) ( 147 ) ( 98 ) ( 489 ) Interest Income 253,279 151,967 101,312 506,558 TOTAL OTHER INCOME 191,008 114,605 76,403 382,016 NET INCOME (LOSS) $ ( 4,683,409 ) $ 426,785 $ ( 1,015,927 ) $ ( 5,272,551 ) F- 15 For the year ended December 31, 2024 Commercial Residential Real Estate Development Consolidated Sales $ 18,008,550 $ 5,079,335 $ - $ 23,087,885 Cost of Goods Sold 14,081,593 3,971,731 — 18,053,324 Gross Profit (Loss) 3,926,958 1,107,603 — 5,034,561 Operating Expenses — Selling & Marketing Expenses 39,615 12,020 — 51,635 General & Administrative Expenses 3,772,869 1,063,912 — 4,836,781 Depreciation and amortization expense 140,126 39,523 — 179,649 Total Operating Expense 3,952,610 1,115,455 — 5,068,065 Income From Operations ( 25,652 ) ( 7,852 ) — ( 33,504 ) OTHER INCOME (EXPENSE) — Income (expense) ( 6,351 ) ( 1,791 ) — ( 8,142 ) Interest expense ( 25,466 ) ( 7,183 ) — ( 32,649 ) Interest Income 150,774 42,526 — 193,300 TOTAL OTHER INCOME 118,957 33,552 — 152,509 NET INCOME (LOSS) $ 92,824 $ 26,181 $ - $ 119,005 The total assets for each segments are presented in accordance with segment reporting requirements of ASC 280-10, which requires the disclosure of total assets for each reportable segment. Schedule of Reconciliation of Assets from Segment to Consolidated As of December 31, 2025 Commercial Residential Real Estate Development Consolidated ASSETS Cash $ 11,104,192 $ 7,328,767 $ 3,775,425 $ 22,208,384 Restricted Cash - - 3,000,000 3,000,000 Contract Receivables 4,621,677 $ 3,050,307 1,571,370 9,243,354 Contract Assets 1,315,281 868,085 447,195 2,630,561 Prepaid Expenses 109,290 72,131 37,158 218,579 Contract Assets-Related Party TOTAL CURRENT ASSETS 17,150,439 11,319,290 8,831,149 37,300,878 NET PROPERTY AND ROU ASSET 1,366,412 901,832 464,580 2,732,824 TOTAL ASSETS $ 18,516,851 $ 12,221,122 9,295,729 $ 40,033,702 As of December 31, 2024 Commercial Residential Real Estate Development Consolidated ASSETS Cash $ 2,103,023 $ 593,160 — $ 2,696,183 Contract Receivables 2,392,459 654,796 — 3,047,255 Contract Assets 946,619 266,995 — 1,213,614 Prepaid Expenses 129,891 36,636 — 166,527 Contract Assets-Related Party — — — — TOTAL CURRENT ASSETS 5,572,132 1,551,447 — 7,123,579 NET PROPERTY AND ROU ASSET 1,616,634 224,825 — 1,841,459 TOTAL ASSETS $ 7,009,110 $ 1,955,928 — $ 8,965,038 Note 5 – Lease Arrangements In the ordinary course of business, the Company enters into lease arrangements, including operating and finance leases. 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. F- 16 On January 1, 2022 , we entered into a 2 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 2 . 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 %. We occupied approximately 3,521 square feet of the building’s approximately 7,042 square feet. This lease was terminated December 1, 2024 . Total rent expense under this related party agreement was $ 35,310 for the year ended December 31, 2024. 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. Total rent expense under this related party agreement was $ 167,950 for the year ended December 31, 2025. 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 $ 700,161 at period ended December 31, 2025. Note 6 – Income Taxes Effective January 1, 2025 the Company revoked its election to be taxed as an “S” Corporation and elected to be taxed as a C Corporation under the provision of the Internal Revenue Code. As a result of this change in tax status, the Company is now subsequent to federal corporate income taxes on its taxable income. Prior to the revocation of its S-Corporation election, the Company was not subject to federal corporate income taxes, and its taxable income for the year ended December 31, 2024 was reportable by its shareholder. The Company is subject to taxation in the United States. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2025, the Company has not accrued any penalties or interest related to uncertain tax positions. Since converting to a C corporation, the Company has incurred losses and consequently recorded no provision for federal income tax for the year ended December 31,2025. As of December 31, 2025 the Company had net operating loss (“NOL”) carryforwards for federal income tax purposes. Federal NOL’s generated may be carried forward indefinitely, subject to an annual limitation equal to 80% of taxable income in any future year under the Tax Cuts and Jobs Act. 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 years ended December 31, 2025, and 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. YEAR ENDED DECEMBER 31, 2025 Schedule of Income Tax Reconciliation Federal statutory tax rate ( 21.0 )% Impact of 70,000 NQSO Issuances (ASC 718 expense) ( 21.1 )% Change in Valuation Allowance 21.0 % Effective Tax Rate ( 21.1 )% F- 17 YEAR ENDED DECEMBER 31, 2025 Schedule of Deferred Tax Assets and Liabilities Net Operating Loss 21 % 1,107,236 Stock-based compensation 21 % 253,845 Depreciation 21 % 52,902 Total Deferred Tax Assets 1,413,983 Deferred Tax Liabilities - - Net Deferred Tax Asset - 1,361,081 Less: Valuation Allowance - ( 1,361,081 ) Deferred Tax Asset (Liability), Net - - The Company’s federal income tax returns for 2025 and 2024 are subject to examination by the IRS, generally for three years after they were filed. There are no ongoing examinations by taxing authority at this time. 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. Cash and Cash Equivalents The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally insured limits. The Company has not experienced any losses on such accounts and does not feel it is exposed to any significant risk with respect to cash. There were amounts exceeding federally insured limits at December 31, 2025, and 2024 of $ 21,862,085 and $ 2,196183 , respectively. In addition, the Company held $ 3,050,000 in restricted cash at December 31, 2025, which is included from federally insured limit calculations and represent amounts held in escrow with construction project review and other contractual obligations. Sales and Accounts Receivable During the year ended December 31, 2025 one(1) franchise totaled 26 % of sales, and two (2) customers totaled 18 % and 47 % accounts receivable. During the years ended December 31, 2024 one (1) franchise totaled 41 % of sales, and one (1) customer totaled 63 % accounts receivable. 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 years ended December 31, 2025, and 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 Financial 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 into 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. We incurred $ 912,331 . in billable expenses as of December 31,2024. We received $ 904,014 as of December 31,2024 in construction income from Aura Commercial LLC. F- 18 On January 1, 2022 , we entered into a 2 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 2 . 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 %. We occupied approximately 3,521 square feet of the building’s approximately 7,042 square feet. This lease was terminated December 1, 2024 . Total rent expense under this related party agreement was $ 35,310 for the year ended December 31, 2024. On March 14, 2024 we were awarded a $ 21 mm 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 on the board of directors owns 8.54 % of Rare Capital Partners and co-manages Rare Capital Partners through Sebastian Pail Investments, Inc. Nelson Garcia, a 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. This project is under permitting and has not begun construction. However, 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 commence on June 1, 2025, with sire preparation underway. The project is currently under vertical construction. As of December 31, 2025 the Company has recorded $ 4,468,064 in related party sales associated with this project, along with $ 4,245,041 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 $ 167,950 and $ 47,912 for the years ended December 31,2025 and December 31,2024, respectively. On April 30, 2024, Joseph F. Basile III gifted 81.25 shares of common stock in the JFB Subsidiary to The Basile Family Irrevocable Trust and 0.625 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 December 31, 2025, the Company recognized revenue of $ 1,433,888 and associated cost of goods sold of $ 1,412,942 related to this project. The CEO of the Company, Joseph Basile, has at times taken distributions from the JFB Subsidiary. For the year ended December 31, 2025 and December 31,2024, the distributions were $ 0 and $ 872,007 , respectively. At times, the CEO of the Company makes contributions to the company. For the year ended December 31,2025 the contributions were $ 1,000 . There were $ 0 Contributions for the year ended December 31,2024. On September 5, 2025, the Company deposited $ 25,000 into an escrow account to facilitate a 45-day review period for a potential construction project involving a related party. The funds were intended to allow the Company sufficient time to evaluate the scope of work and obtain approval from the Audit Committee. On October 9,2025 the Company deposited $ 25,000 into the same escrow account for an additional 45 day review extension. The deposit is fully refundable should the project not proceed. This transaction is considered a related party arrangement as one of the Company’s directors owns the land on which the proposed project would be developed. On June 30, 2025, the Company issued 120,000 shares of its Class A Common Stock to Joseph Basile III pursuant to the Company’s 2024 Equity Incentive (ESOP) Plan. The issuance was made in recognition of Mr. Basile’s continued service and performance contributions and was granted in accordance with the terms and conditions of the ESOP. The shares were issued as fully paid, and are reflected in the accompanying financial statements for the period ended December 31, 2025. On June 30, 2025, the Company issued 50,000 shares of its Class A Common Stock to Ruben Calderon pursuant to the Company’s 2024 Equity Incentive (ESOP) Plan. The issuance was made in recognition of Mr. Calderon’s continued service and performance contributions and was granted in accordance with the terms and conditions of the ESOP. The shares were issued as fully paid, and are reflected in the accompanying financial statements for the period ended December 31, 2025. In addition, during the year ended December 31, 2025, the Company issued an aggregate of 3,334 shares of Common Stock to Mr. Calderon as part of his bonus compensation under his 2025 Executive Employment Agreement. These shares were issued in two tranches: 1,694 shares on October 14, 2025, and 1,640 shares on December 15, 2025. The issuances were approved by the Board of Directors and represent non-cash compensation earned upon achievement of the performance milestones specified in his agreement. F- 19 Note 9 – 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. However, the case was settled on March 19, 2025, and the company has received a settlement amount of $ 39,138 . As of December 31, 2025, the Company had no pending litigation matters. Note 10 – Equity The Company is authorized to issue up to 400,000,000 shares of all classes of stock. 20,000,000 shares shall be Preferred Stock with a par value of $ 0.0001 and 380,000,000 shares as Common Stock with a par value of $ 0.0001 . Further, we are authorized to issue two (2) classes of common stock, with 372,000,000 shares of the common stock designated as “Class A Common Stock” and 8,000,000 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 December 31, 2025 and 2024 respectively, 12,603,900 and 8,000,000 shares of Class A Common Stock was issued, and 8,000,000 shares of Class B Common Stock was issued and subsequently repurchased and fully redeemed pursuant to a redemption agreement executed on October 3, 2025. Following the redemption agreement 0 Class B Common Stock remain outstanding. On July 19, 2024, the Company issued 720,000 shares of the Company’s Class A common stock for a total fair value of $ 360,000 to Chartered Services for assisting the company with various consulting services. These services included the Company’s nomination system for all directors and aid in identifying qualified candidates, Review and advise the Company on all documents and accounting systems with GAAP compliance, provide support as a liaison for the Company’s third party services providers, and provide business development services. In accordance with ASC 718 The Company prepared a DCF (Discounted Cash Flow model) to determine the fair value of the shares granted and using the DCF module determined the shares had an approximate fair value of $ 360,000 . The Company used a discount rate of 14.5 % and period of five years including a terminal year. Under this agreement the shares have already been granted and cannot be reclaimed even if the agreement is cancelled with or without cause. There are no required measurable deliverables or milestones as part of this agreement from Chartered Services and as a result the full value of the shares have been expensed in the current period. The CEO of the Company, Joseph Basile, has at times taken distributions from the JFB Subsidiary. For the period ended December 31, 2025 and December 31, 2024, the distributions were $ 0 and $ 872,007 , respectively. At times, the CEO of the Company, makes contributions to the company. For the year ended December 31 ,2025 the contributions were $ 1,000 . There were $ 0 Contributions for the year ended December 31 ,2024. On March 7,2025, the Company consummated its initial public offering of 2,500,000 units of the Company’s Class A common stock at a public offering price of $ 2.07 per unit, generating gross proceeds of $ 5,156,250 . In connection with the offering, the company also sold 277,200 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 292,800 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. On October 2,2025, the Company closed on a securities purchase agreement with American Ventures LLC, Series XIV as the sole investor for a private investment in public equity (PIPE) financing that has resulted in gross proceeds to the Company of approximately $ 43,895,000 , before deducting placement agent fees and offering expenses. The Company has used $ 12,000,000 of the net proceeds from the offering to retire the Company’s Class B Common Stock, par value $ 0.0001 , owned by Joseph F. Basile III, the Company’s Chief Executive Officer, pursuant to a Share Redemption Agreement. Pursuant to the terms of the securities purchase agreement, the Company has sold an aggregate of 4,389,500 shares of its Series C Convertible Preferred Stock, par value $ 0.0001 per share, stated value $ 5 per share, convertible into 24,206,799 shares of common stock par value$ 0.0001 , at a conversion price $ 2.72 per share of Series C Convertible Preferred Stock, 24,206,799 Common Warrant A exercisable price of $ 2.88 , 16,137,866 Common Warrant B exercisable price of $ 3.125 . The Company received gross proceeds of $ 27.5 million from the PIPE transaction after deducting placement agent fees and offering expenses. F- 20 As of December 31, 2025, the Company had 4,389,500 shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”) issued and outstanding. Each share of Series C Preferred Stock was issued as part of a unit consisting of one share of Series C Preferred Stock and accompanying Common Stock purchase warrants. The Series C Preferred Stock carries a stated value of $ 10.00 per share and is convertible at the option of the holder into shares of the Company’s Common Stock at a conversion price of $ 2.72 per share, subject to customary anti-dilution adjustments for stock splits, stock dividends, recapitalizations, and certain dilutive issuances. Based on the conversion price, the outstanding Series C Preferred Stock is convertible into 16,137,866 shares of Common Stock. Holders of Series C Preferred Stock are entitled to receive dividends on an as-converted basis if and when dividends are declared on the Company’s Common Stock. Dividends are non-cumulative. The Series C Preferred Stock votes together with the Common Stock on an as-converted basis, except for matters requiring a separate class vote under applicable law or the Certificate of Designation. The Series C Preferred Stock includes customary protective provisions, including approval rights over amendments to the Certificate of Incorporation that adversely affect the Series C, the creation of senior or pari pass preferred stock, and certain corporate actions. Upon any liquidation, dissolution, or winding up of the Company, holders of Series C Preferred Stock are entitled to receive, prior to any distribution to holders of Common Stock, an amount equal to the stated value per share plus any declared but unpaid dividends. After payment of the liquidation preference, Series C holders may participate on an as-converted basis to the extent provided in the Certificate of Designation. The Series C Preferred Stock is not mandatorily redeemable, and any optional redemption by the Company is subject to the terms and limitations set forth in the Certificate of Designation. Conversion and exercise rights associated with the Series C units may be subject to beneficial ownership limitations (e.g., 4.99 % or 9.99 %) unless waived by the holder. On October 14, 2025, the Company issued 1,694 shares of its Common Stock to Ruben Calderon as compensation pursuant to his 2025 Employment Agreement. On December 15, 2025, the Company issued an additional 1,640 shares of Common Stock under the same agreement. In total, 3,334 shares were issued to Mr. Calderon during the year ended December 31, 2025. All shares were issued as fully paid, and represent a portion of Mr. Calderon’s annual compensation package approved by the Board of Directors. On December 2, 2025, the Company issued an aggregate 214,960 shares of its Common Stock as non-cash consideration for consulting services. OF this total, 171,968 shares were issued to Brian Herman and 42,992 shares were issued to Kingswood Capital Partners LLC. The shares were issued in book-entry form with transfer restrictions and were valued based on the fair market value of the Company’s Common Stock on the respective issuance dates. The related expense is recorded in General & Administrative expense in the accompanying statements of operations. During the year ended December 31, 2025, the Company issued a total of 36,343,962 warrants, each entitling the holder to purchase one share of the Company’s Common Stock. Of these warrants, 1,592,806 were exercised during the year, resulting in 34,751,156 warrants outstanding as of December 31, 2025. The exercise generated $ 3,363,508 in cash proceeds to the Company. The Company estimated the fair value of the warrants issued during the year using the Black-Scholes option pricing model. The 1,388,600 warrants issued in connection with earlier financing activities had an aggregate estimated fair value of $ 440,304 at the time of issuance. The 16,783,381 warrants issued in connection with the October 2, 2025 PIPE transaction had an aggregate Black-Sholes estimated fair value of $ 47,993,543 at the time of issuance. Summary of Warrants Total Warrants outstanding as of December 31, 2024 - Total Warrants issued 36,343,962 Total warrants Exercised ( 1,592,806 ) Total Warrants Outstanding as of December 31, 2025 34,751,156 Pursuant to a forward stock split (the “Forward Split”) announced on March 10, 2026, the total number of shares of Common Stock held by each stockholder were converted automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Forward Split multiplied by two, with distribution occurring on March 25, 2026. F- 21 Note 11 – 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 12 – Subsequent Event On February 17, 2026, the Company announced that it has entered into a definitive agreement to combine with XTEND, a software-first defense technology company anchored by its AI XTEND Operating System (XOS) in an all-stock transaction. On February 18, 2026, the Company closed on a PIPE financing agreement with American Ventures, LLC, Series XIV JFB totaling $ 10,025,000 . American Ventures, LLC Series XIV JFB, following negotiations with Dominari Securities and the Company, received 1,604,000 shares of JFB Class A Common Stock at a price of $ 6.25 per share. 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 consider events through March 31, 2026, the date that the financial statements were available to be issued. F- 22 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None