What changed in JFB Construction Holdings's 2025 10-K compared to 2024?

Across the narrative sections we track, JFB Construction Holdings (JFB) added 238 paragraphs, removed 152, and edited 118 between the 2024 and 2025 10-K filings. The biggest movers are Item 6. [Reserved] (+238/−152).

Where does this JFB 10-K diff come from?

The source filings are JFB Construction Holdings's official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

JFB 10-K Diff 2024 vs 2025 — JFB Construction Holdings Risk Factors & MD&A Changes

Item 6. [Reserved] 29 It em 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below.

Item 6. [Reserved] 29 It em 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below.

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 financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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.

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.

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.

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.

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 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 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. 31 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.

Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements.

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.

The communication of critical audit matters does not alter in any way our opinion on the 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.

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.

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. 31 3. Determine the Transaction Price.

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.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

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.

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.

Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include the recognition of revenue F- 8 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.

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.

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 F- 2 We have served as the Company’s auditor since 2023.

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, 2024, and 2023, the Company had no liabilities for uncertain tax positions.

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 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 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- 12 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.

F- 10 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.

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.

Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

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.

As of December 31, 2024, 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.

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.

Note 8 – Related Party Transactions On December 17, 2019, JFB received a loan from Capo 7, LLC. The balance is due on demand and does not contain an interest rate. The current balance on the loan is $0. Joseph F. Basile III, our Chief Executive Officer, owns Capo 7, LLC.

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.

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. F- 9 Contract Receivable Accounts receivables are generally based on amounts billed to the customer in accordance with contractual provisions.

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.

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.

Specifically, the disclosures comply with the requirements outlined in ASC 280-10-50-22 through 50-26, which mandate that an entity disclose F- 15 certain information about its operating segments to enable users of the financial statements to understand the financial performance of different parts of the business.

Off-balance Sheet Commitments and Arrangements There were no off-balance sheet arrangements for the years ended December 31, 2024 and 2023, that have, or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.

Off-balance Sheet Commitments and Arrangements There were no off-balance sheet arrangements for the years ended December 31, 2025 and 2024, that have, or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

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.

F- 15 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.

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.

The stand-alone selling price is the price which the Company would sell its service separately to a customer. F- 11 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.

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.

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.

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 F- 17 minimum lease payments over the lease term on the commencement date.

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, 2024, and 2023.

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.

F- 7 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.

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.

F- 8 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.

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.

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, 2024 and December 31, 2023.

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 Residential segment of JFB Construction represents 22% and 11% of revenue for the years ended December 31, 2024 and December 31, 2023 respectively. Real Estate Development: This segment encompasses the acquisition, development, and sale of real estate properties.

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.

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 prospectus.

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.

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.

F- 11 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.

The lease provided for a base monthly rent of $3,210 at the beginning of the term of the lease which increased by 2.5% when we renewed the lease in December 2024. We occupied approximately 3,521 square feet of the building’s approximately 7,042 square feet. This lease was terminated December 1, 2024.

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.

The Commercial segment of JFB Construction represents 78% and 89% of revenue for the years ended December 31, 2024 and December 31, 2023 respectively. Residential Construction: This segment focuses on the construction of residential properties, including single-family homes and multi-family units. Revenue recognition is similarly based on the cost-to cost method.

The Commercial segment of JFB Construction represents 78 % and 89 % of revenue for the years ended December 31, 2025 and December 31, 2024, respectively. F- 10 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.

As of March 28, 2025, our cash balance in excess of FDIC limit at Seacoast National Bank was $8,139,998. • 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. • We may require additional capital which may not be available. • Our business depends on the continued contributions made by Mr.

As of March 31, 2026, our cash balance in excess of FDIC limit at Seacoast National Bank was $7,504,247. • We face intense competition in our industry, including from some competitors that have greater financial and marketing resources. 37 • 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. • We may require additional capital which may not be available. • Our business depends on the continued contributions made by Mr.

Basile III owns 42.25% of Rare Capital Partners and co-manages Rare Capital Partners through Basile Family Investments LLC. Jamie Zambrana a nominee for board of directors owns 8.54% of Rare Capital Partners and co-manages Rare Capital Partners through Sebastian Pail Investments, Inc. Nelson Garcia, a nominee for board of directors owns 8.54% through NBG Investments, Inc.

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.

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, 2024 and 2023, was $179,649 and $100,029, respectively.

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.

Basile III, our Chief Executive, is an officer and member of Loose Cannon, LLC. The lease provided for a base monthly rent of $3,210 at the beginning of the term of the lease which increased by 2.5% when we renewed the lease in December 2024. We occupied approximately 3,521 square feet of the building’s approximately 7,042 square feet.

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 .

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.

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.

Further, we are authorized to issue two (2) classes of common stock, with 186,000,000 shares of the common stock designated as “Class A Common Stock” and 4,000,000 shares of the common stock designated as “Class B Common Stock”.

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”.

Revenue Recognition As discussed in Note 2, 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.

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.

We thus determine the total amount of capital required consistent with risk levels. This capital structure is adjusted on a timely basis depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital requirements. Working Capital As of December 31, 2024, we had cash of approximately $2,696,183.

We thus determine the total amount of capital required consistent with risk levels. This capital structure is adjusted on a timely basis depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital requirements. Working Capital As of December 31, 2025, we had cash of approximately $25,208,384.

Note 10 – Equity The Company is authorized to issue up to 200,000,000 shares of all classes of stock. 10,000,000 shares shall be Preferred Stock with a par value of $0.0001 and 190,000,000 shares as Common Stock with a par value of $0.0001.

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 .

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.

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.

On July 19, 2024 the Company issued 360,000 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.

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.

Property and Equipment include the following categories: Estimated Life Office, Field, and Computer Equipment 5 years Vehicles 5 years 31-Dec 2024 2023 Field Equipment 114,206 114,206 Computer Equipment 6,911 6,911 Vehicles 819,599 592,496 Leasehold Improvements 589,525 Office Equipment 2,076 1,502 1,532,317 715,115 Less accumulated depreciation (510,387 ) (331,070 ) Net Property and Equipment $ 1,021,930 $ 384,045 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.

Property and Equipment include the following categories: Estimated Life Office, Field, and Computer Equipment 5 years Vehicles 5 years Leasehold Improvements 7 years 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 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.

Basic Earnings Per Share (EPS) Basic EPS is calculated using the two-class method, as prescribed by ASC 260-10-45-60, and is computed as follows: • Net earnings available to common shareholders represent net earnings to common shareholders, adjusted for the allocation of earnings to participating securities. • Losses are not allocated to participating securities in accordance with ASC 260-10-45-61. • The denominator includes common shares outstanding and certain other shares committed to be issued, such as restricted stock and restricted stock units (“RSUs”), for which no future service is required. 32 Diluted Earnings Per Share (EPS) Diluted EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required by ASC 260-10-45-45. • Diluted EPS is computed by taking the sum of: o Net earnings available to common shareholders o Dividends on preferred shares o Dividends on dilutive mandatorily redeemable convertible preferred shares o Divided by the weighted average number of common shares outstanding and certain other shares committed to be issued, plus all dilutive common stock equivalents during the period, such as: ▪ Stock options ▪ Warrants ▪ Convertible preferred stock ▪ Convertible debt • Preferred shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) qualify as participating securities under the two-class method, per ASC 260-10-45-62.

Diluted Earnings Per Share (EPS) Diluted EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required by ASC 260-10-45-45. • Diluted EPS is computed by taking the sum of: o Net earnings available to common shareholders 32 o Dividends on preferred shares o Dividends on dilutive mandatorily redeemable convertible preferred shares o Divided by the weighted average number of common shares outstanding and certain other shares committed to be issued, plus all dilutive common stock equivalents during the period, such as: ▪ Stock options ▪ Warrants ▪ Convertible preferred stock ▪ Convertible debt • Preferred shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) qualify as participating securities under the two-class method, per ASC 260-10-45-62.

F- 17 Item 9. Changes in and Disagreements With A ccountants on Accounting and Financial Disclosure. None

Changes in and Disagreements with A ccountants on Accounting and Financial Disclosure. None

Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the recognition of revenues and expenses during the reporting period.

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

Significant estimates for the years ended December 31, 2024, and 2023, respectively, include: • Allowance for doubtful accounts and contract receivables • Valuation of stock-based compensation • Estimated useful lives of property and equipment • Contract liabilities and Contract assets • Implicit interest rate in right-of-use operating leases • Uncertain tax positions • Valuation allowance on deferred tax assets Risks and Uncertainties The Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations.

The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative and qualitative assessments that it believes are reasonable under the circumstances. 30 Significant estimates for the years ended December 31, 205, and 2024, respectively, include: • Allowance for doubtful accounts and contract receivables • Valuation of stock-based compensation • Estimated useful lives of property and equipment • Contract liabilities and Contract assets • Implicit interest rate in right-of-use operating leases • Uncertain tax positions • Valuation allowance on deferred tax assets Risks and Uncertainties The Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations.

We urge you to read “Risk Factors” beginning on page 11 and this prospectus in full.

We urge you to read “Risk Factors” beginning on page 9 and this annual report in full.

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 $0 as of December 31, 2024 and 2023. The net contract receivable balance was $3,047,255 on December 31, 2024, and $7,135,091 on December 31, 2023.

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 Company expects to receive payment in full. Date of Management Review The Company evaluates events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure in the financial statements. The accompanying financial statements considers events through March 31, 2025, the date that the financial statements were available to be issued.

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- 23 Item 9.

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, and $38,557 for the year ended December 31, 2023. 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.

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.

The contract assets for the years ending December 31, 2024, and 2023, was $1,213,614 and $240,943, respectively. The contract liability for the years ended December 31, 2024, and 2023, was $633,794 and $754,869 respectively.

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.

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, 2024 and 2023respectively, 4,000,000 and 3,640,000 shares of Class A Common Stock was issued, and 4,000,000 shares of Class B Common Stock was issued.

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.

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, 2024 and 2023, the cash balance in excess of the FDIC limits was $2,196,183 and $901,686, respectively.

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.

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. The related party contract assets were $0 and $120,696 for the years ended December 31, 2024, and 2023, respectively.

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.

Interest income Our interest income increased by $56,352, or 41.1%, to $193,300 in the year ended December 31, 2024 from $136,948 in the year ended December 31, 2023. The increase in our interest income was the result of higher interest paid on bank balances.

Interest income Our interest income increased by $313,258, or 162%, to $506,558 in the year ended December 31, 2025 from $193,300 in the year ended December 31, 2024. The increase in our interest income was the result of higher interest paid on bank balances.

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 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.

After giving effect to the sale of shares offered here, he will own approximately 47.19% of our outstanding capital stock, including 71.68% of the voting power, assuming no exercise by the underwriters of their over-allotment option. • You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future. • We will incur significant 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 dependence on a significant franchise, which represented 41% and 52% of our total revenue in 2024 and 2023, respectively, could adversely affect our business and results of operations. • 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 this offering 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. 39 IN DEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm PCAOB ID 2738 F- 2 Consolidated Balance Sheets as of December 31, 2024and 2023 F- 3 Consolidated Statements of Income for the Years ended December 31, 2024 and 2023 F- 4 Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2024and 2023 F- 5 Consolidated Statements of Cash Flows for the Years ended December 31, 2024and 2023 F- 6 Notes to Consolidated Financial Statements F- 7 F- 1 REPORT OF INDEPEN DEN T 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 balance sheets of JFB Construction Holdings (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of income, shareholder equity, and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the financial statements).

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. 38 • 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. 39 IN DEX 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 R EPORT 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).

Actual results may differ from these estimates, and such differences could be material. 30 In accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively.

In accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively.

The 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.

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.

F- 3 JFB CONSTRUCTION HOLDINGS AND SUBSIDIARIES CONSOLIDATED S TATEMENTS OF INCOME Year Ended December 31, 2024 December 31, 2023 Sales $ 22,183,871 $ 31,386,003 Sales – Related Parties 904,014 980,000 Cost of Goods Sold 17,140,993 24,164,066 Cost of Goods Sold – Related Parties 912,331 930,976 Gross Profit 5,034,561 7,270,961 Operating Expenses Selling and marketing expenses 51,635 41,573 General and administrative expense 4,836,781 3,107,635 Depreciation and amortization expense 179,649 100,029 Total Operating Expense 5,068,065 3,249,237 Income(Loss) from Operations (33,504 ) 4,201,724 OTHER INCOME (EXPENSE) Other Income (Expenses) (8,142 ) 18,382 Interest expense (32,649 ) (31,292 ) Interest Income 193,300 136,948 TOTAL OTHER INCOME 152,509 124,038 NET INCOME $ 119,005 $ 4,145,762 Earnings Per Share Basic and Diluted Common Share $ 0.02 $ 0.54 Weighted- Average Common Shares Outstanding, Basic and Diluted 7,804,262 7,640,000 The accompanying notes are an integral part of these consolidated financial statements.

F- 4 JFB CONSTRUCTION HOLDINGS AND SUBSIDIARIES CONSOLIDATED S TATEMENTS OF INCOME Year Ended December 31, 2025 December 31, 2024 Sales $ 24,639,491 $ 22,183,871 Sales – Related Parties 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 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.

The Woodlands, TX March 31, 2025 F- 2 JFB CONSTRUCTION HOLDINGS AND SUBSIDIARIES CONSOLIDATED BA LANCE SHEETS Year Ended December 31, 2024 December 31, 2023 ASSETS Cash $ 2,696,183 $ 1,236,744 Contract Receivables 3,047,255 7,135,091 Contract Assets 1,213,614 240,943 Prepaid Expenses 166,527 125,760 Contract Assets- Related Party — 120,696 TOTAL CURRENT ASSETS 7,123,579 8,859,234 NET PROPERTY AND EQUIPMENT 1,021,930 384,045 RIGHT-OF-USE ASSETS-RELATED PARTY 819,529 — TOTAL ASSETS $ 8,965,038 $ 9,243,279 LIABILITIES Accounts payable and other payables $ 1,102,686 $ 720,304 Accrued expenses 79,270 745,124 Contract liabilities 633,794 754,869 Related Party Payables — 332,870 Lease liability-related party 819,529 — TOTAL CURRENT LIABILITIES 2,635,279 2,553,167 SHAREHOLDER’S EQUITY Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding. — — Class A Common stock, $0.0001 par value, 186,000,000 shares authorized; 4,000,000 and 3,640,000 issued and outstanding respectively 400 364 Class B Common stock, $0.0001 par value, 4,000,000 shares authorized; 4,000,000 shares issued and outstanding. 400 400 Additional paid in Capital 425,136 32,523 Accumulated deficit 5,903,823 6,656,825 Total SHAREHOLDER’S EQUITY 6,329,759 6,690,112 TOTAL LIABILITIES AND SHAREHOLDER EQUITY $ 8,965,038 $ 9,243,279 The accompanying notes are an integral part of these consolidated financial statements.

The Woodlands, TX March 31, 2026 F- 3 JFB CONSTRUCTION HOLDINGS AND SUBSIDIARIES CONSOLIDATED BA LANCE SHEETS 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 — 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 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.

Principles of Consolidation JFB Construction & Development, Inc. accounts are included on its Parent Company’s consolidated financial statements for the years ended December 31, 2024 and 2023. Cash and Restricted Cash The Company’s cash is comprised of highly liquid investments with an original maturity of three (3) months or less.

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 .

We continue to monitor interest rate trends and banking relationships to ensure sustained benefits from these favorable conditions. Net income Our net income decreased by $4,026,757, or 97.13%, to $119,005 in the year ended December 31, 2024 from $4,145,762 in year ended December 31, 2023, primarily due to decrease in new construction projects during this period of 2024.

We continue to monitor interest rate trends and banking relationships to ensure sustained benefits from these favorable conditions. Net income Our net income decreased by $5,391,556, or 4,530%, to $(5,272,551) in the year ended December 31, 2025 from $119,005 in year ended December 31, 2024.

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

The Company discloses all material related party transactions, including: • The nature of the relationship between the parties. • A description of the transaction(s), including terms and amounts involved. • Any amounts due to or from related parties as of the reporting date. • Any other elements necessary for a clear understanding of the transactions’ effects on the financial statements. 33 Disclosures are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose material related party transactions and their effects on the financial position and results of operations.

Other Accounting Standards Updates The FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. 34 Results of Operations For the Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table summarizes the results of condensed consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2024 and 2023 in U.S. dollars, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

Results of Operations For the Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table summarizes the results of condensed consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2025 and 2024 in U.S. dollars, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

JFB Construction HoldingsJFB決算レポート

What changed in JFB Construction Holdings's 10-K — 2024 vs 2025

Top changes in JFB Construction Holdings's 2025 10-K

Item 6. [Reserved]