Dream Homes & Development Corp 10-K/A for FY2020

Dream Homes & Development Corp. (DREM)

10-K/A 2021-12-08 For: 2020-12-31

Added on April 06, 2026

About this 10-K/A

Dream Homes & Development Corp filed this 10-K/A on December 8, 2021, covering the fiscal year ended December 31, 2020 (FY2020).

Headline figures

Fiscal year ended December 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3.01M; down 2.9% from $3.1M a year earlier
Net loss: $224.22K; compared with a net loss of $14.35K a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Nevada		20-2208821
(State Or Other Jurisdiction Of		(I.R.S. Employer
Incorporation Or Organization)		Identification No.)

Class		Outstanding at December 6, 2021

Common Stock, par value $0.001		35,274,493

	Page
Special Note On Forward Looking Statements	3

PART I

Item 1. Business	4
Item 1A. Risk Factors	11
Item 1B. Unresolved Staff Comments	18
Item 2. Properties	18
Item 3. Legal Proceedings	18
Item 4. Mine Safety Disclosures	18

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6. Selected Financial Data	18
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	27
Item 8. Financial Statements and Supplementary Data	27
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	28
Item 9A. Controls and Procedures	28

PART III

Item 10. Directors, Executive Officers and Corporate Governance	30
Item 11. Executive Compensation	32
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
Item 13. Certain Relationships and Related Transactions and Director Independence	33
Item 14. Principal Accounting Fees and Services	33

PART IV

Item 15. Exhibits and Financial Statement Schedules	33
Signatures	34
EX-31.1
EX-32.1

●	the restricted securities have been held for at least six months (including the holding period of any prior owner other than one of our affiliates);

●	we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale; and

●	we are current in our Exchange Act reporting at the time of sale.

	●	regulatory or political developments;

	●	market conditions in the broader stock market;

	●	actual or anticipated fluctuations in our quarterly financial and results of operations;

	●	introduction of new products or services by us or our competitors;

	●	issuance of new or changed securities analysts’ reports or recommendations;

	●	investor perceptions of us and the construction industry;

	●	sales, or anticipated sales, of large blocks of our stock;

	●	additions or departures of key personnel;

	●	litigation and governmental investigations; and

	●	changing economic conditions.

	●	Prepare and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal securities laws and OTCBB rules;

	●	create or expand the roles and duties of our board of directors and committees of the board;

	●	maintain a more comprehensive financial reporting and disclosure compliance functions;

	●	maintain an accounting and financial reporting department, including personnel with expertise in accounting and reporting for a public company;

	●	enhance and formalize closing procedures at the end of our accounting periods;

	●	maintain an internal audit function;

	●	enhance our investor relations function;

	●	establish and maintain new internal policies, including those relating to disclosure controls and procedures; and

	●	involve and retain to a greater degree outside counsel and accountants in the activities listed above.

	December 31, 2020			December 31, 2019

Statements of Income:
Revenue	$	3,014,027		$	3,103,031
Gross profit		841,734			1,012,045
Income (loss) from operations		(199,130	)		15,605
Net loss	$	(224,218	)	$	(14,345	)
Basic and diluted income (loss) per common share	$	(.01	)	$	(.00	)
Balance Sheet Data:
Cash	$	51,710		$	233,402
Total assets		1,292,338			1,693,629
Total liabilities		807,906			1,195,740
Total Stockholders’ equity	$	484,432		$	497,889

	Year ended December 31, 2020			Year ended December 31, 2019

Revenue:
Construction contracts	$	3,014,027		$	3,103,011

Cost of construction contracts		2,172,293			2,090,966

Gross profit		941,734			1,012,045

Operating Expenses:
Selling, general and administrative, including stock based compensation of $197,900 and $88,194, respectively		1,032,419			990,210
Depreciation expense		8,445			6,230

Total operating expenses		1,040,864			996,440

Income (loss) from operations		(199,130	)		15,605

Other income (expenses):
Cancellation of debt		-			10,000
Interest expense		(25,088	)		(8,301
Total other income (expenses)		(25,088	)		1,699

Net income (loss) before income taxes		(224,218	)		17,304
Provision for income taxes		-			31,649

Net loss	$	(224,218	)	$	(14,345	)

	Page(s)

Index to the Consolidated Financial Statements	F-1

Report of Independent Registered Public Accounting Firm- Boyle CPA, LLC	F-2

Consolidated Balance Sheets as of December 31, 2020 and 2019	F-4

Consolidated Statements of Operations for the years ended December 31, 2020 and 2019	F-5

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2020 and 2019	F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019	F-7

Notes to the Consolidated Financial Statements	F-8

	●	We obtained an understanding of the Company’s internal controls surrounding its’ estimation of contract costs, expenses, profitability and percentage of completion.

	●	We reviewed the Company’s analysis of contracts and agreed to the financial statements and tested the cost accumulation on selected contracts.

	●	We critically review representations of management, tested managements estimates of costs to completed by reviewing past performance on contracts, experience on other contracts, and information gained in other phases of the audit.

	December 31, 2020			December 31, 2019

ASSETS
CURRENT ASSETS
Cash	$	51,710		$	233,402
Accounts receivable, net of allowance for doubtful accounts ($29,838)		96,506			410,550
Loan receivable, related party		-			44,991
Employee advances		2,705			2,500
Contract assets		53,467			328,244
Total current assets		204,388			1,019,687

PROPERTY AND EQUIPMENT, net		24,056			33,501

OTHER ASSETS
Loan receivable, related party		100,356			-
Accounts receivable, net of allowance for doubtful accounts ($43,000)		32,000			32,000
Security deposit		2,200			2,200
Deposits and costs coincident to acquisition of land for development		929,338			606,241

Total assets	$	1,292,338		$	1,693,629

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	234,838		$	738,322
Accrued interest		13,104			6,831
Contract liabilities		223,238			228,661
Income taxes payable		-			53,174
Note payable-line of credit		250,160			161,962
Loans payable-PPP		82,895			-
Loans payable to related parties		3,671			6,790
Total current liabilities		807,906			1,195,740

STOCKHOLDERS’ EQUITY
Preferred stock; 5,000,000 shares authorized, $.001 par value, as of December 31, 2020 and 2019, there are no shares outstanding		-			-
Common stock; 70,000,000 shares authorized, $.001 par value, as of December 31, 2020 and 2019, there are 31,664,493 and 25,878,993 shares outstanding, respectively		31,664			25,879
Additional paid-in capital		2,073,480			1,868,504
Accumulated deficit		(1,620,712	)		(1,396,494	)

Total stockholders’ equity		484,432			497,889

Total liabilities and stockholders’ equity	$	1,292,338		$	1,693,629

	Shares		Amount		Capital		Deficit			Total
	Common stock issued and to be issued				Additional Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance at December 31, 2018		24,200,993	$	24,201	$	1,671,988	$	(1,382,149	)	$	314,040
Expense relating to stock warrants						30,394					30,394
Issuance of 58,000 restricted common shares for consulting services at $.08 per share		58,000		58		5,742					5,800
Issuance of 520,00 restricted common shares for stock-based compensation at $.10 per share		520,000		520		51,480					52,000
Issuance of 2,600,000 restricted common shares for stock-based compensation at $.03 per share
Issuance of 2,600,000 restricted common shares for stock-based compensation at $.03 per share, shares
Issuance of 110,000 restricted common shares for debt at $.07 per share
Issuance of 110,000 restricted common shares for debt at $.07 per share, shares
Issuance of 48,000 restricted common shares for debt at $.07 per share
Issuance of 48,000 restricted common shares for debt at $.07 per share,shares
Issuance of 30,000 restricted common shares for debt at $.06 per share
Issuance of 30,000 restricted common shares for debt at $.06 per share, shares

Issuance of 1,000,000 restricted common shares for debt reduction to Chief Executive Officer at $.10 per share		1,000,000		1,000		99,000					100,000
Issuance of 100,000 restricted common shares for debt reduction at $.10 per share		100,000		100		9,900					10,000
Net loss for the year ended December 31, 2019								(14,345	)		(14,345	)
Balance at December 31, 2019		25,878,993	$	25,879	$	1,868,504	$	(1,396,494	)	$	497,889


	For the year ended December 31, 2020			For the year ended December 31, 2019

OPERATING ACTIVITIES
Net loss	$	(224,218	)	$	(14,345	)
Adjustments to reconcile net income to net cash provided (used) in operating activities:
Amortization of debt discounts
Depreciation expense		8,445			6,230
Stock-based compensation		197,900			88,194
Write-off of note payable		-			(10,000	)
Changes in operating assets and liabilities:
Accounts receivable		314,044			(61,332	)
Loan receivable, related party		(55,365	)		(44,991	)
Employee advances		(205	)		(2,500	)
Contract assets		274,777			(222,397	)
Accounts payable and accrued liabilities		(497,211	)		482,066
Contract liabilities		(5,423	)		(25,547	)
Income taxes payable		(53,174	)		31,649
Net cash provided (used) in operating activities		(40,430	)		227,027

INVESTING ACTIVITIES
Purchase of office equipment and vehicles		(1,000	)		(29,000	)
Deposits and costs coincident to acquisition of land for development		(323,097	)		(245,274	)
Net used in investing activities		(324,097	)		(274,274	)

FINANCING ACTIVITIES
Proceeds from note payable-line of credit, net		88,198			161,962
Proceeds from loans payable to related parties, net		11,742			-
Proceeds from loans payable-PPP		82,895			-
Net cash provided by financing activities		182,835			161,962

NET INCREASE (DECREASE) IN CASH		(181,692	)		114,715

CASH BALANCE, BEGINNING OF PERIOD		233,402			118,687

CASH BALANCE, END OF PERIOD	$	51,710		$	233,402

Supplemental Disclosures of Cash Flow Information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-Cash Investing and Financing Activities:
Issuance of 1,100,000 restricted common stock for debt reduction	$	-		$	100,000

	●	Costs and estimated earnings in excess of billings represent the excess of contract costs and profits (or contract revenue) over the amount of contract billings to date and are classified as a current asset.
	●	Billings in excess of costs and estimated earnings represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date and are classified as a current liability.

	December 31, 2020			December 31, 2019

Office equipment	$	5,115		$	6,115
Vehicles/Modular homes		58,065			58,065
Less: Accumulated depreciation		(39,124	)		(30,679	)

Property and Equipment- net	$	24,056		$	33,501

	December 31, 2020		December 31, 2019

Lacey Township, New Jersey, Pines contract:

Deposit		-		-
Cost to acquire contract		10,000		10,000
Site engineering, permits, and other costs		156,833		111,833
Total Pines contract		166,833		121,833

Berkeley Township, New Jersey, Tallwoods contract:
Deposit		10,000		10,000
Site engineering, permits, and other costs		60,146		90,146
Total Tallwoods contract		70,146		100,146

Other deposits:
Clayton, New Jersey - 112 apartments		136,169		62,662
71 Sheridan Avenue, Waretown, New Jersey		0		44,438
Louis Avenue, Bayville, New Jersey-17 units		86,271		36,271
Berkeley Terrace – Bayville, New Jersey 70 units		153,000		20,000
Station Dr – Forked River, New Jersey		99,032		99,032
201 East Ave – Clayton, New Jersey – 63 units		112,491		78,000
Academy St – Clayton, New Jersey – 2 lots		36,133		36,133
Other		69,263		7,726

Total	$	929,338	$	606,241

	December 31, 2020		December 31, 2019

Loans payable to chief executive officer	$	3,671	$	3,671
Loans payable to GPIL		-		3,119
Total	$	3,671	$	6,790

	Year ended December 31, 2020			Year ended December 31, 2019

Expected tax at 21%	$	(47,086	)	$	3,634
State income taxes, net of federal income tax benefit		(20,180	)		1,557
Non-deductible stock-based compensation		41,559			26,458
Other		-			-
Change in valuation allowance/NOL carryforward		25,707			-
Provision for (benefit from) income taxes	$	-		$	31,649

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

	1)	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

	2)	Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;

	3)	Compliance with applicable governmental laws, rules and regulations;

	4)	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

	5)	Accountability for adherence to the code.

Name and Address of Executive Officer and/or Director	Age	Position

Vincent C. Simonelli	55	President, Treasurer, and Director (Principal Executive, Financial and Accounting Officer)

Christopher Dietrich, Esq.	73	SEC Council, Director

Richard Pezzullo	62	Director

Valerie Jones	49	Senior Vice-president, Board Secretary

Name and Principal Position	Year		Salary (a) ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		All Other Compensation ($)		Total ($)
Vincent C. Simonelli		2020	$	75,400		-0-			$	-0-		-0-		-0-		-0-	$
President, CEO and Treasurer		2019	$	78,000		-0-	$	155,000	$	-0-		-0-		-0-		-0-	$	233,000

Valerie Jones		2020	$	63,350		-0-	$			-0-		-0-		-0-		-0-
Secretary		2019	$	57,600		-0-	$	30,000	$	18,127		-0-		-0-		-0-	$	88,600

	●	each of our executive officers;
	●	each director;
	●	each person known to us to own more than 5% of our outstanding common stock; and
	●	all of our executive officers and directors and as a group.

Title of Class	Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percentage

Common Stock		Vincent Simonelli CEO & Director		16,549,571 shares of common stock (1)		52.34	%

Common Stock		Valerie Jones Secretary		1,180,000 shares of common stock		1.67	%

Common Stock		Richard Pezzullo Director		368,000 shares of common stock		.81	%

Common Stock		Athena. Monahan*		3,000,0000 shares of common stock		11.59	%

Common Stock		Roger L. Fidler Esq.		1,650,000 shares of common stock		6.37	%

All officers and directors (3 persons)				18,097,571 shares of common stock		57.15	%

	2020		2019
Audit Fees	$	29,500	$	29,500
Tax Fees		Nil		Nil
All Other Fees		Nil		Nil
Total	$	29,500	$	29,500

Exhibits Number		Description

3.1 (1)		Certificate of Incorporation of The Virtual Learning Company, Inc.

3.2 (1)		By-laws of The Virtual Learning Company, Inc.

4.1 (1)		Sample Stock Certificate

10.1 (1)		Intellectual Property Purchase Agreement

10.2 (1)		Consulting Agreement with William Kazmierczach

*31.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002

*32.1		Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*101.INS		Inline XBRL Instance Document

*101.SCH		Inline XBRL Taxonomy Extension Schema Document

*101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

*101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

*101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

*101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Dream Homes & Development Corporation

Dated: December 7, 2021	By:	/s/ Vincent Simonelli
		Vincent Simonelli, President, Principal Executive and Financial and Accounting Officer