Dream Homes & Development Corp 10-K for FY2023

Dream Homes & Development Corp. (DREM)

10-K 2024-09-10 For: 2023-12-31

Added on April 06, 2026

About this 10-K

Dream Homes & Development Corp filed this 10-K on September 10, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $5.66M; down 10.4% from $6.31M a year earlier
Net loss: $97.38K; compared with net income of $154.09K a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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Nevada		40-0011701
(State Or Other Jurisdiction Of		(I.R.S. Employer
Incorporation Or Organization)		Identification No.)

Class		Outstanding at August 28, 2024

Common Stock, par value $0.001		47,414,493

	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	19
Item 6. Selected Financial Data	19
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
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	34
Signatures	35
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, 2023			December 31, 2022

Statements of Income:
Revenue	$	5,656,452		$	6,310,883
Gross profit		1,085,550			1,079,725
Income from operations		68,803			205,522
Net income (loss)	$	(97,379	)	$	154,090
Basic and diluted income (loss) per common share	$	(.00	)	$	.00
Balance Sheet Data:
Cash	$	2,712,503		$	525,389
Total assets		10,108,509			7,182,456
Total liabilities		9,370,244			6,543,612
Total Stockholders’ equity	$	738,265		$	638,844

	Year ended December 31, 2023			Year ended December 31, 2022

Revenue:
Construction contracts	$	5,656,452		$	6,310,883

Cost of construction contracts		4,570,902			5,231,158

Gross profit		1,085,550			1,079,725

Operating Expenses:
Selling, general and administrative, including stock based compensation of $91,800 and $0, respectively		1,010,531			871,797
Depreciation expense		6,216			2,406

Total operating expenses		1,016,747			874,203

Income from operations		68,803			205,522

Other income (expenses):
Loan forgiveness		-			51,360
Interest expense		(166,182	)		(102,792	)
Total other income (expenses)		(166,182	)		(51,432	)

Net income (loss) before income taxes		(97,379	)		154,090
Provision for income taxes		-			-

Net income (loss)	$	(97,379	)	$	154,090

	Page(s)

Index to the Consolidated Financial Statements	F-1

Report of Independent Registered Public Accounting Firm, (PCAOB ID: 5968)	F-2

Consolidated Balance Sheets as of December 31, 2023 and 2022	F-4

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022	F-5

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022	F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022	F-7

Notes to the Consolidated Financial Statements	F-8

	●	We gained an understanding of internal controls related to revenue recognition

	●	We evaluated management significant accounting policies for reasonableness

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

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

	●	We tested the mathematical accuracy of management calculation of revenue, and the associated timing of the revenue recognized in the financial statements

	●	We reviewed the contract source document and assessed the reasonableness and compliance to the terms of the contract

	December 31, 2023			December 31, 2022

ASSETS
CURRENT ASSETS
Cash	$	2,712,503		$	525,389
Accounts receivable, net of allowance for doubtful accounts		202,507			213,008
Prepaid contract interest		332,362			-
Contract assets		53,005			256,558
Total current assets		3,300,377			994,955

PROPERTY AND EQUIPMENT, net		-			6,216

OTHER ASSETS

Security deposit		2,200			2,200
Deposits and costs coincident to acquisition of land for development		6,805,932			6,179,085

Total assets	$	10,108,509		$	7,182,456

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	537,972		$	644,913
Accrued interest		354,722			227,308
Deposits held		510,000			10,000
Contract liabilities		232,603			256,757
Loans payable-others		236,703			-
Note payable-line of credit		921,960			908,660
Note payable-bank		-			492,500
Mortgages payable		-			3,113,563
Loans payable to related parties		523,219			254,895
Total current liabilities		3,317,179			5,908,596
Long-term mortgages payable		6,158,065			635,016
Total liabilities		9,475,244			6,543,612

STOCKHOLDERS’ EQUITY
Preferred stock; 5,000,000 shares authorized, $.001 par value, as of December 31, 2023 and 2022, there are no shares outstanding
Common stock; 70,000,000 shares authorized, $.001 par value, as of December 31, 2023 and 2022, there are 40,414,493 and 35,824,493 shares outstanding, respectively		40,414			35,824
Additional paid-in capital		2,327,330			2,240,120
Accumulated deficit		(1,734,479	)		(1,637,100	)

Total stockholders’ equity		633,265			638,844

Total liabilities and stockholders’ equity	$	10,108,509		$	7,182,456

	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, 2022		35,824,493	$	35,824	$	2,240,120	$	(1,637,100	)	$	638,844

Issuance of 4,590,000 restricted common shares for stock-based compensation valued at $ 91,800		4,590,000		4,590		87,210					91,800
Net loss for the year ended December 31, 2023								(97,379	)		(97,379	)
Balance at December 31, 2023		40,414,493	$	40,414	$	2,327,330	$	(1,734,479	)	$	633,265

Balance at December 31, 2021		35,824,493	$	35,824	$	2,240,120	$	(1,791,190	)	$	484,754
Balance		35,824,493	$	35,824	$	2,240,120	$	(1,791,190	)	$	484,754

Net income for the year ended December 31, 2022		-		-		-		154,090			154,090
Net income (loss)		-		-		-		154,090			154,090

Balance at December 31, 2022		35,824,493	$	35,824	$	2,240,120	$	(1,637,100	)	$	638,844
Balance		35,824,493	$	35,824	$	2,240,120	$	(1,637,100	)	$	638,844

	For the year ended December 31, 2023			For the year ended December 31, 2022

OPERATING ACTIVITIES
Net income (loss)	$	(97,379	)	$	154,090
Adjustments to reconcile net income to net cash provided (used) in operating activities:
Depreciation expense		6,216			2,406
Stock-based compensation		91,800			-
Changes in operating assets and liabilities:
Accounts receivable		10,501			176,403
Prepaid contract interest		(332,362	)
Employee advances		-			2,705
Contract assets		203,553			2,087
Accounts payable and accrued liabilities		20,473			409,460
Deposits held		500,000			6,001
Contract liabilities		24,154			(156,784	)
Net cash used in operating activities		426,956			596,368

INVESTING ACTIVITIES
Purchase of office equipment and vehicles		-			(19,018	)
Deposits and costs coincident to acquisition of land for development		-			-
Net cash used in investing activities		-			(19,018	)

FINANCING ACTIVITIES
Proceeds (payments) on note payable-line of credit		13,300			(16,500	)
Payments on acquisition of property held for development		-			(623,293	)
Proceeds from loans payable-others		236,703			-
Proceeds (payments) on bank note		(492,500	)		333,937
Proceeds from loans payable to related parties, net		163,324			62,456
Proceeds from mortgages payable, net of refinance and payments		1,839,331			-
Net cash provided (used) by financing activities		1,760,158			(243,400	)

NET INCREASE IN CASH		2,187,114			333,950

CASH BALANCE, BEGINNING OF PERIOD		525,389			191,439

CASH BALANCE, END OF PERIOD	$	2,712,503		$	525,389

Supplemental Disclosures of Cash Flow Information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-Cash Investing and Financing Activities:
Issuance of restricted common stock for debt	$	105,000		$	-

	●	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, 2023			December 31, 2022

Office equipment	$	5,115		$	5,115
Vehicles		60,772			60,772
Less: Accumulated depreciation		(65,887	)		(59,671	)

Property and Equipment- net	$	-		$	6,216

	December 31, 2023		December 31, 2022

Lacey Township, New Jersey, Pines property:

Cost to acquire property		1,583,012		1,692,178
Site engineering, permits, and other costs		809,245		809,245
Total Pines property		2,392,257		2,501,423

Other deposits:
Louis Avenue, Bayville, New Jersey-17 units		619,264		619,264
Berkeley Terrace – Bayville, New Jersey 70 units		2,325,401		2,506,990
Autumn Run – Clayton – New Jersey – 62 units		1,329,125		411,523
Other		139,885		139,885
Total other deposits		4,413,675		3,677,662

Total	$	6,805,932	$	6,179,085

	December 31, 2023		December 31, 2022
Edisto Loan Fund, LLC	$	-	$	1,388,563
Lynx Asset Services, LLC		750,000		1,725,000
Karbar, LLC		350,000		-
Briney Ave, LLC		1,900,000		-
Anchor Loans, LP-Berkely		2,506,049		-
AC Development, LLC		328,479		311,479
AVB Development		323,537		323,537
Total mortgages payable		6,158,065		3,748,579
Less current portion		-		(3,113,563	)
Long-term portion	$	6,158,065	$	635,016

	December 31, 2023		December 31, 2022

Loans payable-Rich Pezzullo	$	24,000	$	-
Loan payable-Dream Homes, LTD		17,809		-
Loans payable to GPIL		376,410		254,895
Total	$	505,410	$	254,895

	December 31, 2023		December 31, 2022

Note payable-Chipman Trust	$	122,500	$	-
Note payable-LG Funding		15,040		-
Note payable-MV Development LLC		-		-
Note payable-Channel Partners		99,163		-
Total	$	236,703	$	-

	Year ended December 31, 2023			Year ended December 31, 2022

Expected tax at 21%	$	(20,450	)	$	32,359
State income taxes, net of federal income tax benefit		(5,842	)		10,780
Non-deductible stock-based compensation		19,278			-
Non-taxable loan forgiveness income		-			(13,868	)
Change in valuation allowance/NOL carryforward		7,014			(29,271	)
Provision for (benefit from) income taxes	$	-		$	-

●	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	57	President, Treasurer, and Director (Principal Executive, Financial and Accounting Officer)

Christopher Dietrich, Esq.	75	SEC Council, Director

Richard Pezzullo	64	Director

Valerie Jones	51	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		2022	$	81,100		-0-		$		-0-		-0-		-0-		-0-	$
President, CEO		2021	$	80,600		-0-	$	155,000	$	-0-		-0-		-0-		-0-	$	233,000
and Treasurer

Valerie Jones		2022	$	71,900		-0-		$		-0-		-0-		-0-		-0-
Secretary		2021	$	63,700		-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	%

	2023		2022
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: September 10, 2024	By:	/s/ Vincent Simonelli
		Vincent Simonelli, President, Principal Executive and Financial and Accounting Officer

Date: September 10, 2024

/s/ Vincent C. Simonelli
CEO and CFO