{"url_path":"/sec/jfb/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 Business.**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2024306/0001493152-26-028959-index.html","accession_number":"0001493152-26-028959","cik":"0002024306","ticker":"JFB","issuer_name":"JFB Construction Holdings","edgar_url":"https://www.sec.gov/Archives/edgar/data/2024306/0001493152-26-028959-index.html","primary_entity_key":"0002024306","primary_entity_name":"JFB Construction Holdings"},"word_count":5364,"has_tables":true,"body_markdown":"** **\n\n**Item\n1. Business.**\n\n** **\n\n**Company\nOverview and History**\n\n** **\n\nJFB\nConstruction Holdings (“JFB”, “we”, the “Company”) is a commercial and residential real estate construction\nand development company. The Company’s management is dedicated to delivering high-quality services to commercial and residential\nmarkets, such as retail corporate buildouts, multifamily community developments and luxury residential homes, with a focus on fostering\nlong-term relationships with clients, partners, and communities. Our comprehensive suite of services encompasses everything from initial\nproject planning and design to the final stages of construction and project management.\n\n \n\nOn\nMay 28, 2014, Mr. Joseph F. Basile, III formed JFB Construction & Development Inc., a Florida corporation (the “JFB Subsidiary”).\nAt the time of the formation, Mr. Basile held one hundred percent (100%) of the issued and outstanding shares of the JFB Subsidiary.\nOur headquarters is located in Lantana, Florida.\n\n \n\nOn\nApril 9, 2024, Mr. Basile formed JFB Construction Holdings, a Nevada corporation, to create a parent holding company of the JFB Subsidiary,\nwhich currently serves as the Company’s operational entity. On July 18, 2024, all shareholders of the JFB Subsidiary entered into\na Contribution and Exchange Agreement (the “Contribution and Agreement”) with JFB Construction Holdings to exchange their\nshares in the JFB Subsidiary for shares of JFB Construction Holdings. 200 shares of the JFB Subsidiary’s common stock were exchanged\nfor 7,279,998 shares of our Class A Common Stock and 8,000,000 shares of our Class B Common Stock to JFB Subsidiary’s three shareholders.\nAs a result, JFB Subsidiary became a wholly owned subsidiary of JFB Construction Holdings (the foregoing transactions are collectively\nreferred to herein as the “Reorganization”).\n\n \n\nOur\nprimary markets vary across our business segments.\n\n \n\nCommercial\nContracting Segments\n\n \n\nOur\ncommercial contracting segment has completed projects in 36 states, delivering over 2 million square feet of commercial retail and shopping\ncenter space construction and improvements. This segment’s market is driven primarily by our ability to provide services to franchisees\nand franchisors nationwide, regardless of project location because of our operational flexibility and established relationships with\nfranchisees and franchisors alike. While we have historically focused on the Southern Atlantic region, including Florida, Georgia, South\nCarolina, and North Carolina, where we have established a strong reputation and network, our growth is increasingly tied to the strength\nof our relationships with franchisees and the trust of franchisors who rely on us as preferred builders for multiple projects.\n\n \n\nReal\nEstate Development Segment\n\n \n\nOur\nreal estate development segment is currently concentrated in South Florida, with plans to leverage our regional success to expand into\nother southern and U.S. markets by identifying market opportunities and joint venture partners that align with our objectives. Our residential\nconstruction segment is also focused on South Florida, with no current plans for expansion beyond this market.\n\n \n\nCorporate\nGrowth and Expansion\n\n \n\nManagement\nbelieves we will leverage our established industry relationships, experience operating in various jurisdictions and navigating complex\nconstruction regulations to meet our growth objectives of continuing to expand our market throughout more of the United States and successfully\nwinning bids for larger construction projects. The Company intends to focus its business in states with increased population and GDP\ngrowth, such as Florida, Texas and South Carolina. However, as we expand into new territories, our reputation for excellence will be\nless known by new clients and we will need to compete with other construction companies that may have been operating in a given region\nfor years and already have built up reliable networks of clients, vendors, contractors, and other market participants. We believe our\nability to rely on our relationships within the franchise industry and more generally the real estate development industry should offset\nsome of this potential risk, however by continuing to build on our experience and proven track record.\n\n \n\nOur\nexpansion and growth goals, some of which will come with more capital intensive projects, may expose the Company to greater risks related\nto lack of performance, faltering relationships, improper investment of resources or otherwise. The Company also recognizes operations\nare likely to fluctuate significantly and historical results should not be considered indicative of results for any future periods. While\ntaking into account the inherent risks, it is our intent to capitalize on our increased access to capital and credibility from this offering\nto fund new projects and increase our bond-ability fueling our intended growth. Our ability to obtain surety bonds is important for expanding\nour operations, as bonding is often required for bidding on public and large private projects. Increased bonding capacity allows us to\npursue more high-value contracts, particularly in government and infrastructure sectors, enhancing revenue opportunities and market diversification.\nIt also strengthens our credibility with clients and lenders, reflecting our financial stability. This credibility can lead to improved\nfinancial terms and mitigate risks associated with contract defaults, enabling the company to confidently take on larger projects and\ndrive long-term growth.\n\n \n\n2\n\n \n\n \n\nWe\nhave extensive experience building and remodeling hundreds of franchise locations for corporate franchisors and franchisees for national,\nfast expanding brands, including Orange Theory Fitness, European Wax Center, Massage Envy, Planet Fitness, V/O Medspa, Arby’s,\nTropical Smoothie Cafe, Amazing Lash Studio, Starbucks, Swthz and Save-A-Lot. For our franchise clients, we offer interior remodeling,\nspace optimization, and the integration of advanced design to create functional and attractive retail environments. The Company expects\nconsistent and reliable revenue for this division based on established relationships and clients affiliated with reputable name brands.\nShould such relationships be compromised or key individuals leave their positions with franchisors, our consistent revenue sources could\nbe adversely impacted. However, the departure of key individuals may create new opportunities with the franchisors these individuals\ntransition to. We intend to continue to utilize our commitment to quality craftsmanship, attention to detail, and customer satisfaction\nto set us apart in this market. Should the quality of our workmanship suffer through poor project management or quality control, our\nreputation may be impacted, reducing our ability to attract new clients or retain past clients. Payments are due within 30 days of invoice,\naligning with project milestones to ensure cash flow and maintain project pace. Management believes JFB Construction’s unique selling\nproposition lies in our ability to tailor solutions to meet the specific needs of each client, familiarity of the needs of our clients\nwithin the franchise construction niche, and delivering projects on time and within budget. Further, we attempt to offer efficient and\neconomical solutions for our client’s expanding franchisee and franchisor businesses by allowing them to utilize the same contractor\nfor many of their franchise locations.\n\n \n\nPresently,\nthe Company has begun to expand its real estate development segment by being the general contractor on low rise apartment and townhome\ndevelopments projects. In the future, the Company also intends to invest directly or through joint ventures in real estate development\nprojects. While these investments present a pathway to generate additional revenues by selling completed projects at a premium, generating\nrental income and/or to vertically integrate by securing valuable construction contracts associated with the projects, they also involve\nconsiderable capital commitments and exposure to market volatility, project delays, and other risks associated with real estate development.\nThe illiquid nature of these investments further amplifies the challenges, as capital is often tied up for extended periods, limiting\nthe company’s flexibility to redeploy resources. We believe the Company’s integrated approach, combining investment with\nthe potential to secure construction contracts, will offset such risks by securing additional large-scale construction projects and potential\nrevenue generated from the investments. Presently, our focus is on apartment complexes and townhouses, with a potential shift to mixed-use\nbuildings, hotels and commercial properties in the future as our business expands and new opportunities are presented.\n\n \n\nResidential\nConstruction Segment\n\n \n\nOur\nresidential construction segment focuses on custom home builds, in addition to certain remodeling projects primarily in the South Florida\nregion with a focus on superior craftsmanship and attention to detail. Some of our luxury residential projects also include state of\nthe art equestrian facilities. In 2025, we focused more on growth of this segment to continue to diversify our service offerings. Our\nrelationships with architects, engineers and designers create opportunities for these projects and we will continue to foster these relationships\nto continue growth in this division.\n\n \n\nStrategic\nGoals\n\n \n\nIn\naddition to our expansion into key states such as Florida, Texas, and South Carolina, we have set forward-looking strategic milestones—including\ntargeted market penetration rates, phased rollouts, and revenue growth objectives over the next 12 to 24 months—to overcome regional\nbrand recognition challenges and establish a robust presence in these markets.\n\n \n\n**Recent\nDevelopments**\n\n** **\n\nPursuant\nto a forward stock split (the “Forward Split”) announced on March 10, 2026, the total number of shares of Common Stock held\nby each stockholder were converted automatically into the number of shares of Common Stock equal to the number of issued and outstanding\nshares of Common Stock held by each such stockholder immediately prior to the Forward Split multiplied by two, with distribution occurring\non March 25, 2026.\n\n \n\nOn\nFebruary 17, 2026, we announced that we entered into a definitive Business Combination Agreement with XTEND Operating Systems Ltd. (“XTEND”),\nan AI-driven, software-first defense technology company focused on human-guided autonomy for unmanned systems. Under the agreement, JFB\nwill combine with XTEND in an all-stock transaction and, following closing, the combined company is expected to operate under the name\nXTEND AI Robotics and to trade on Nasdaq under the ticker “XTND.” The transaction was unanimously approved by the Boards\nof Directors of both companies. Closing is subject to customary conditions, including stockholder approvals and regulatory clearances,\nand is expected to occur in 2026. JFB and XTEND entered into an amendment to the Business Combination Agreement on March 21, 2026. Further\ndetails, including the transaction structure, governance, and anticipated strategic benefits, are described in our Current Report on\nForm 8-K (including the Business Combination Agreement filed as an exhibit) and our subsequent communication filed pursuant to Rule 425.\n\n \n\n3\n\n \n\n \n\nOn\nFebruary 13, 2026, we entered into a private placement of our Class A common stock, issuing 1,604,000 shares at a price of $6.25 per\nshare for aggregate gross proceeds of approximately $10.025 million. The offering was made to accredited investors and was disclosed\nin our Current Report on Form 8-K.\n\n \n\nOn\nOctober 2, 2025, we closed a private investment in public equity (PIPE) financing with American Ventures LLC, Series XIV JFB, issuing\nan aggregate of 4,389,500 shares of our Series C Convertible Preferred Stock (stated value $10.00 per share), together with two series\nof warrants. Gross proceeds from the financing were approximately $43.9 million before fees and expenses, as described in our Current\nReport on Form 8-K and accompanying press release furnished as an exhibit.\n\n \n\nOn\nFebruary 13, 2026, Bjarne Borg resigned from his position as a member of the Board of Directors of JFB Construction Holdings and from\nall committees of the Board, effective immediately. Mr. Borg’s resignation was not because of any disagreement with management\nor the Board on any matter relating to the Company’s operations, policies or practices.\n\n \n\nOn\nFebruary 13, 2026, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Stefan Passantino\nto replace Mr. Borg and serve as a member of the Board, effective immediately. The Board also appointed Mr. Passantino to serve on the\nfollowing committees of the Board: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. In addition,\nMr. Passantino will serve as the Chairman of the Compensation Committee. The Board affirmatively determined that Mr. Passantino is an\nindependent director within the meaning of the Nasdaq listing standards.\n\n \n\nForward-looking\nstatements in this “Recent Developments” section are subject to risks and uncertainties, including those described under\n“Risk Factors” and elsewhere in this Annual Report and in our SEC filings, including with respect to the timing and completion\nof the proposed XTEND transaction, required approvals, integration risks, financing, market conditions, and other factors. Additional\ninformation about the XTEND transaction, including important risk factors and the terms of the Business Combination.\n\n \n\n**Corporate\nHistory**\n\n** **\n\n**Business\nSegments**\n\n** **\n\nWe\nprovide a comprehensive range of services within the construction and development industries for both the residential and commercial\nsegments. Each segment offers distinct opportunities for growth and presents unique challenges that JFB Construction navigates. Currently,\nwe have twenty-four construction projects, which includes twenty projects actively under construction and another four under contract\nawaiting permitting or similar impediments. More specifically, these projects consist of fifteen commercial projects and six residential\nprojects, which includes three larger scale real estate development projects.\n\n \n\n**Commercial\nConstruction Segment**\n\n** **\n\nFrom\nground-up developments to renovations and tenant improvements, we specialize in delivering high-quality commercial construction projects\nacross various commercial sectors. This segment encompasses a wide range of projects, including office buildings, retail centers, hospitality\nestablishments, and industrial facilities. The commercial segment, which includes two divisions, a franchise construction division and\na general commercial construction division, represents a significant portion of JFB Construction’s revenue including approximately\n50% for year ending December 31,2025 and 78% for year ending December 31,2024. .\n\n \n\nFranchise\nindustry construction build-outs were a key component of the past growth of JFB and will continue to be instrumental in our commercial\nconstruction business. These projects range in size from approximately 1,500 square foot projects to over 30,000 and are generally completed\nin less than four months. Leveraging years of experience, our team of professionals is adept at understanding the unique requirements\nof numerous franchise systems and national brands for our clients. Our collaborative approach and dedication to client satisfaction have\npositioned us as preferred builders within the franchise industry for highly valuable and recognizable corporate brands, allowing us\nto build lasting partnerships with franchisees and national brands alike. We are, however, tied to the continued growth and success of\nthe national brands, and their respective franchisees, for continued projects of this nature. By prioritizing the unique needs and objectives\nof each client, we attempt to deliver tailored solutions to meet the need of our franchise clients.\n\n \n\nWe\nalso build ground-up commercial buildings. This includes site evaluation, aiding in architectural design and engineering, and construction\nof the building itself. Our approach ensures that the final product meets the functional and aesthetic requirements of modern businesses,\nwhile also adhering to budget and timeline constraints. We began building for Sweathouz Corporation and successfully completed three\nprojects for them in 2025.\n\n \n\n4\n\n \n\n \n\nThe\ncommercial construction industry, specifically focusing on franchise business buildouts, is highly competitive and influenced by various\nmarket dynamics. Franchise business buildouts, such as restaurants, retail stores, fitness centers, and service-oriented businesses,\nrequire specialized construction services that cater to brand standards, tight timelines, and cost efficiency. Many franchise brands\nare expanding rapidly due to strong consumer demand, creating a substantial market for commercial construction services. Franchise buildouts\noften have aggressive schedules to meet the franchisor’s timelines, requiring contractors, including JFB, to work efficiently and\nminimize downtime. This fast-paced nature of the work means that contractors with streamlined processes, experienced project managers,\nand strong subcontractor networks have a competitive edge. Our management believes we possess such attributes and, as a result, are well\npositioned to continue being awarded contracts in this sector in the future.\n\n \n\nOverall,\naccording to Construct Connect news, their experts predict that the Commercial Construction industry will have modest growth in 2026\nand beyond Further, nonresidential construction spending is projected to increase by over 4% in 2026 according to the American Institute\nof Architects. However, there is less encouraging information related to traditional office and retail sectors which are declining based\non consumer trends and work from home initiatives. JFB will continue to monitor these trends as they occur and will consider shifting\nresources to adapt by focusing markets and regions where continued growth is projected.\n\n \n\nManagement\nexpects the continued expansion of our franchise construction division across numerous states throughout the U.S. where our current and\nfuture clients require our services, with an emphasis on the Southeast. The Southeast, according to International Franchise Association,\nis the largest franchise market in the country and is expected to grow by 3.5%, whereas the total national franchise market is only expected\nto grow 1.9%. Our general commercial construction division will continue to focus on the Southern Atlantic region of the United States\nin the short to mid-term, focusing on regions where we forecast continued state-to-state migration and expanding population growth. We\nanticipate our franchise division growth to remain strong so long as we are able to continue to retain our current client base and continue\nto receive referrals within the industry.\n\n \n\n**Residential\nConstruction Segment**\n\n** **\n\nWith\na focus on quality craftsmanship, we undertake residential construction and development projects that prioritize modern living spaces\nand contribute to vibrant communities. With the increasing demand for housing driven by population growth and urbanization, the residential\ndevelopment segment presents business opportunities for JFB Construction. According to the U.S. Census Bureau, Florida was one of the\nfastest-growing economies in the country. Florida has also been one of the fastest growing states in terms of population and migration,\nwith 22,517 added in 2025, according to a report issued by the Florida Times. JFB aims to capitalize on the increased GDP and population\nmigration in Florida, which is drawing new residents because of its warmer climate, robust labor market and lack of state income tax,\ndue to increased need for housing. In 2025, residential construction opportunities represent 33% of our revenues. Our expertise in residential\nconstruction includes home remodels, luxury single-family homes and equestrian facilities. We are committed to meeting the evolving needs\nof homeowners and developers by delivering innovative and sustainable housing solutions.\n\n \n\nWe\ncater to affluent clients seeking bespoke residences and state of the art equestrian amenities in South Florida. Within this segment,\nwe excel at creating custom-designed homes and remodels that embody elegance, functionality, and the latest in luxury living standards.\nIn parallel, we create equestrian facilities that combine superior architectural design with practical considerations for horse stabling\nand training. As we move forward, management believes the demand for contractors who specialize in this niche of luxury construction\nwill continue to grow in association with the population growth in this region. Six of our twenty-four current projects are residential\nconstruction projects.\n\n \n\nThe\ncompetitive state of the residential construction market in the Florida and the surrounding regions has been shaped in recent years due\nto a number of factors. Florida’s population growth is forecasted to remain above the national average in the coming years as well,\naccording to the Demographic Estimating Conference. In turn, the demand for new or remodeled homes, has been beneficial to JFB and the\nresidential construction industry in the region. However, JFB’s ability to successfully capitalize on such demand has been balanced\nby the need to identify a cost effective workforce, including its use of subcontractors, properly preparing for and mitigating the potential\nharm of increased material costs and supply chain disruptions, and navigating strict building codes which may lead to permitting delays.\n\n \n\n**Real\nEstate Development Segment**\n\n** **\n\nManagement\nbelieves that an increased focus on larger multi-family residential developments, such as condominiums and townhouses, will help JFB\nto continue to grow and increase its revenue. Projects, such as our completed 44-unit multi-story residential apartment complex and our\nrecent agreement as the general contractor for a 79-unit townhome development with an additional community clubhouse, and our work to\nexpand the Desoto County High School and the Construction of the Courtyard Olive Branch hotel will be key to our future success because\nsuch projects offer the opportunity to participate in larger construction projects that have an opportunity to yield greater revenues.\nAs discussed below, we believe being a public company, with increased access to capital and potentially debt financing, will help enable\nour company to invest in real estate development projects that are more capital intensive. Further, with the potential to act as the\ndeveloper and general contractor for development projects, we believe there are opportunities to maximize profits for the Company though\nefficient control of all aspects of construction projects through our in-house development team. Four of our twenty-four current projects\nis a real estate development project.\n\n \n\n5\n\n \n\n \n\nWhile\nstill aspirational in nature, the Company’s strategic plan includes investing in real estate development projects directly as the\ndeveloper or through joint ventures, which offer both attractive opportunities and notable challenges. Such investment has the potential\nto secure substantial returns on investment, as well as potentially being awarded the valuable construction contracts tied to these ventures.\nReal estate development provides revenue opportunities for the Company through various channels, including the sale of developed properties,\nleasing income, and property management fees. Upon the completion of a development project, the Company may generate revenue through\nthe sale of residential, commercial, or mixed-use properties to third-party buyers. In addition, leasing developed properties to tenants\nprovides a recurring revenue stream, contributing to long-term financial stability. The Company may also derive income from property\nmanagement services, ensuring efficient operation and maintenance of developed assets, but this service would likely be outsourced to\na third-party, at least in the early stages of this growth objective. Furthermore, real estate development projects may appreciate in\nvalue over time, potentially generating additional revenue upon sale or refinancing.\n\n \n\nIn\naddition to the revenue generated from property sales, leasing, and management, real estate development projects create opportunities\nfor the Company to provide construction services, further diversifying its income streams. As a vertically integrated company, the Company\nis likely to be able to serve as both the developer and the general contractor on its projects, enabling it to capture additional revenue\nfrom construction activities. By providing construction services for its own developments, the Company benefits from greater control\nover project timelines, quality, and costs, improving overall project efficiency. Moreover, the Company may also offer construction services\nto third-party developers, as it is presently, leveraging its expertise and resources to expand its client base. This dual role as developer\nand contractor may enhance the Company’s ability to generate consistent revenues across multiple phases of a project, from initial\nconstruction through long-term asset management.\n\n \n\nValue-add\nreal estate development for shopping centers and similar commercial projects is another area of real estate development the Company intends\nto invest into. By acquiring underperforming or outdated retail properties, the Company can implement strategic renovations, tenant repositioning,\nand operational improvements to enhance the property’s value and attract higher-quality tenants. These enhancements can increase\nrental income and occupancy rates, creating a more attractive asset for future sale or refinancing. Additionally, value-add projects\nallow the Company to capitalize on trends in consumer behavior, such as incorporating mixed-use elements or adapting spaces for e-commerce\nand experiential retail. This approach not only increases the asset’s long-term revenue potential but also strengthens the Company’s\nmarket position in the competitive commercial real estate sector if the Company is able to properly assess risk and identify well positioned\nproperties.\n\n \n\nThe\nCompany recognizes real estate development projects require substantial capital investment and come with inherent risks, such as market\nfluctuations, potential delays, and the complexities of managing real estate assets. The illiquidity of these investments further complicates\nmatters, as funds may be locked in for extended durations, restricting the company’s ability to reallocate resources quickly. Nonetheless,\nby integrating its investment strategy with its construction capabilities, the Company aims to mitigate these risks and enhance project\noutcomes. While these endeavors require careful management and thoughtful allocation of resources, the Company is optimistic that its\nintegrated approach will yield positive outcomes.\n\n \n\n**Growth\nfrom Influx of Capital**\n\n** **\n\nWith\nincreased capital, the Company can strategically hire additional employees, including project managers, an enhanced sales team and executive-level\nprofessionals, to manage a growing portfolio of projects. This expansion of the workforce allows the company to increase its capacity\nto bid on and complete more projects simultaneously, enhancing overall productivity and enabling the company to scale its operations\nefficiently.\n\n \n\nAccess\nto substantial capital also positions the Company to invest in real estate development projects that were previously out of reach. By\nhaving the funds readily available, the Company can acquire land, cover initial construction costs, and navigate the often lengthy entitlement\nprocess without the constraints of traditional financing. This ability to self-fund or provide substantial equity for projects can lead\nto better financing terms and improved returns on investment, further fueling growth. Additionally, having capital for real estate development\nenhances the company’s ability to diversify its revenue streams, generating income not only from construction services but also\nfrom property sales and leasing activities.\n\n \n\nThe\ninflux of capital also opens up opportunities for strategic acquisitions. The Company can acquire complementary businesses to enhance\nits service offerings, reduce costs through vertical integration, and enter new geographic markets. Acquisitions can also bring in new\ntalent, technology, and client relationships, further strengthening the Company’s competitive position and operational efficiency.\n\n \n\nMoreover,\nincreased capital enhances the company’s bonding capacity, which is critical for securing larger and more complex construction\nprojects. Bonding companies assess a firm’s financial strength, and with a stronger balance sheet post-offering, audited financials\nand visibility, the Company becomes more bondable and can qualify for higher bonding limits. This increased bonding capacity allows the\nCompany to bid on larger public and private sector contracts, further driving revenue growth. The improved bond-ability not only demonstrates\nfinancial stability but also builds trust with clients, who view bonding as a sign of reliability and lower risk.\n\n \n\n6\n\n \n\n \n\n**Project\nDelivery and Operational Framework**\n\n** **\n\nFor\nits construction projects, the Company utilizes both cost-plus and fixed-price construction contracts to optimize project execution and\nmanage financial risk. For its residential construction, the Company typically employs cost-plus agreements, allowing for greater flexibility\nin budgeting and accommodating changes in project scope. In contrast, the Company predominantly uses fixed-price contracts for its commercial\nconstruction work, particularly with franchisees and franchisors, providing clients with cost certainty while ensuring efficiency in\nproject management.\n\n \n\nIn\na cost-plus construction contract, we are reimbursed for all project costs, including materials, labor, and overhead, plus an additional\nfee or percentage for profit. This contract structure allows flexibility to accommodate unforeseen costs, making it suitable for complex\nprojects with potential scope changes. However, it may lead to increased costs for the client, as the Company has less incentive to control\nexpenses. Cost-plus contracts can reduce financial risk and ensure profitability, but they may also create uncertainty in cash flow due\nto fluctuating project costs.\n\n \n\nA\nfixed-price construction contract, also known as a lump sum contract, establishes a set price for the entire project, regardless of the\nactual costs incurred. This type of contract incentivizes us to manage expenses efficiently, as we bear the risk of cost overruns. For\nour business, fixed-price contracts provide predictable revenue and streamline budgeting but can result in reduced profit margins if\nproject costs exceed initial estimates. The choice between contract types affects our financial performance, risk management, and client\nrelationships, depending on the nature of the project and market conditions. Additionally, we occasionally utilize fixed-unit price contracts\nwhich are similar for fixed-price but involve setting a fixed price per unit of work (e.g., per square foot, per ton of material). The\nfinal cost is determined by the actual quantity of units used in the project.\n\n \n\nThe\nCompany employs a comprehensive and structured bidding process for its construction contracts, ensuring transparency, fairness, and competitiveness\nat every stage. This process is designed to identify the best partners and ensure that projects are delivered on time, within budget,\nand to the highest quality standards. For commercial projects, particularly those involving fixed-price contracts, the Company often\nengages in competitive bidding. This involves soliciting proposals from multiple subcontractors, vendors, and suppliers, creating an\nopen environment where all potential partners have an equal opportunity to submit their most competitive bids.\n\n \n\nTo\nmaintain the integrity and competitiveness of the process, the Company carefully evaluates each proposal based on a combination of factors,\nincluding cost, qualifications, past performance, timeline adherence, and safety records. This ensures that only the most cost-effective\nand qualified partners are selected for the job. The Company also places a strong emphasis on building long-term relationships with subcontractors\nand vendors, fostering a network of trusted partners who share the Company’s commitment to quality and efficiency.\n\n \n\nIn\naddition to competitive bidding, the Company also conducts thorough due diligence to assess the capabilities and financial stability\nof each subcontractor, ensuring they are equipped to handle the scope and complexity of the project. The use of advanced bidding software\nand project management tools further streamlines the process, enhancing accuracy and reducing the risk of errors.\n\n \n\nFor\nlarger and more complex projects, the Company may engage in prequalification processes, where only the most experienced and capable subcontractors\nare invited to bid. This prequalification ensures that the selected partners have the necessary resources, expertise, and track record\nto meet the project’s requirements. By maintaining a rigorous and transparent bidding process, the Company ensures that each project\nis completed with the highest standards of quality, safety, and efficiency while optimizing cost and resource allocation.\n\n \n\nIn some cases, particularly with franchisees\nand franchisors operating on expedited construction timelines, the Company negotiates contracts directly with clients, leveraging its\npreferred builder status to bypass the formal bidding process. The Company adheres to strict prequalification criteria for subcontractors,\nevaluating their experience, financial stability, and ability to meet the Company’s insurance and performance requirements. This\napproach ensures the delivery of high-quality projects within established budgets and timelines.\n\n \n\n7\n\n \n\n \n\nOur\nidentification of potentially prosperous projects to bid upon and our ability to accurately bid such projects, primarily related to fixed\nprice contracts, is essential to generating profits as it establishes a realistic budget, protects profit margins, and manages risks\neffectively. Proper bids ensure all costs, including materials, labor, and contingencies, are accounted for, minimizing the likelihood\nof cost overruns and unexpected expenses. This precision helps avoid underbidding, which can erode profits, and overbidding, which can\nlose projects to competitors. Accurate bids also enable efficient resource allocation, maintain cash flow stability, and foster client\ntrust, enhancing a company’s reputation and competitive position. If we are unable to accurately bid fixed price construction projects,\nit may lead to significant financial losses, strained cash flow, and project delays as unforeseen costs emerge. This misalignment can\nresult in reduced profit margins, disputes with clients, and damage to the company’s reputation, ultimately affecting long-term\nviability and competitiveness in the market.\n\n \n\nThe\nCompany enters into standardized agreements with subcontractors, suppliers, and vendors to ensure consistency, compliance, and risk mitigation\nacross all projects. Subcontractors are required to meet the Company’s insurance and bonding requirements, listing the Company\nas additionally insured before commencing work. These agreements outline the scope of work, payment terms, and performance standards,\nwith strict adherence to project timelines and quality expectations. Subcontractors are typically responsible for procuring their own\nmaterials, equipment, and labor, subject to the Company’s approval of quality and specifications. For suppliers and vendors, when\nnot managed by subcontractors, the Company typically negotiates fixed-price or bulk-purchasing arrangements to stabilize material costs\nand manage supply chain risks. These relationships are managed closely to ensure timely delivery of materials and services, which is\ncritical for maintaining project schedules and cost controls.\n\n \n\nWe\nfrequently utilize subcontractors to complete various aspects of our projects. Subcontractors are hired by the Company to perform specific\ntasks within a construction project. While we are capable to perform many of the specialized trades through our in-house staff, based\non our number of employees, the desire to optimize our completion of projects, and the potential for cost-effectiveness, subcontractors\nprovide us with flexibility for our current projects and scalability as we strive to meet our growth objectives. This reliance is not\nwithout its downside where lack of performance by a subcontractor can adversely affect our profitability and reputation. Alternatively,\ndepending on workflow, we utilize in-house performance of trades rather than utilizing subcontractors that carry higher costs, and potentially\nrisk.\n\n \n\nOur\nCompany operates in a dynamic and evolving market, where adapting to changing conditions is essential for sustained growth and success.\nInflationary pressures, rising interest rates, and fluctuating material costs have impacted both our operations and our clients’\nability to secure financing for construction projects. To mitigate these challenges, we must continually refine our cost management strategies,\nbidding process, negotiate favorable terms with suppliers, and implement flexible budgeting practices that allow us to adjust to market\nvolatility. Additionally, the availability of skilled labor remains a concern, requiring us to foster strong relationships with subcontractors\nwhile exploring innovative approaches to workforce development and retention.\n\n \n\n8"}