DREM 10-K
Dream Homes & Development Corp. (DREM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Mark One)
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the fiscal year ended
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(Exact Name of Registrant As Specified In Its Charter)
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| Class | Outstanding at March 17, 2025 | |
| Common Stock, par value $ |
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hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
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TABLE OF CONTENTS
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CERTAIN DEFINITIONS
Unless the context requires otherwise, all references in this Annual Report on Form 10-K (the “Annual Report”) to “Dream Homes & Development Corporation,” “Dream” “Company,” “we,” “our” and “us” refer to Dream Homes & Development Corporation.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Annual Report on Form 10-K are forward-looking statements. We have tried, whenever possible, to identify these forward-looking statements using words such as “anticipates,” “believes,” “estimates,” “continues,” “likely,” “may,” “opportunity,” “potential,” “projects,” “will,” “expects,” “plans,” “intends” and similar expressions to identify forward-looking statements, whether in the negative or the affirmative. These statements reflect our current beliefs and are based upon information currently available to us. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements.
Forward-looking statements reflect our management’s expectations or predictions of future conditions, events or results based on various assumptions and management’s estimates of trends and economic factors in the markets in which we are active, as well as our business plans. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. Our actual results and financial conditions may zdiffer, possibly materially, from the anticipated results and financial conditions indicated in these forward-looking statements. There are a number of factors that could cause actual conditions, events or results to differ materially from those described in the forward-looking statements contained in this Annual Report. A discussion of factors that could cause actual conditions, events or results to differ materially from those expressed in any forward-looking statements appears in “Part 1—Item 1A—Risk Factors.”
Readers are cautioned not to place undue reliance on forward-looking statements in this Annual Report or that we make from time to time, and to consider carefully the factors discussed in “Part 1—Item 1A—Risk Factors” of this Annual Report in evaluating these forward-looking statements. These forward-looking statements are representative only as of the date they are made, and we undertake no obligation to update any forward-looking statement as a result of new information, future events or otherwise.
Any forward-looking statement contained herein speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
This Form 10-K also contains market data related to our business and industry. See Item 1 “Business.” This market data includes projections that are based on a number of assumptions. If these assumptions turn out to be incorrect, actual results may differ from the projections based on these assumptions. As a result, our markets may not grow at the rates projected by these data, or at all. The failure of these markets to grow at these projected rates may have a material adverse effect on our business, financial condition, results of operations and the market price of our common stock.
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PART I
Item 1. Business
Overview & Nature of Operations
Building on a history of over 2,000 new homes built and over 400 elevation/renovation/addition projects since 1993, the management of Dream Homes & Development Corporation has positioned the company to emerge as a rapidly growing regional developer of new single and multi-family subdivisions as well as a leader in coastal new home and modular construction, elevation, Build to Lease and Improved Lots for Sale.
Dream Homes continues to pursue opportunities in new single and multi-family home construction, with 5 developments totaling 303 units in title, or under contract and in development. Dream Homes’ operations include the development and sale of residential communities, construction of single-family and multi-family homes, Build to Lease and the development and improvement of Finished Lots for Sale to national builders.
New trends in the real estate market that the Company is actively exploring include Build To Lease properties, as well as developing and improving building lots and developments to sell finished lots to national home builders. This focus and concentration on building both single and multi-family developments with the intention to lease or sell them immediately upon completion is being made in response to several factors. One factor is the extreme shortage of rental properties on the market, not only for first time homemakers, but for retirees, and young professionals who are unclear as to the intentions of settling in one location. The second factor is the overall lender and funding source preference to lend to Build To Lease and Improved Lots for sale developments, due to the perception that these two avenues are a safer investment over the long term. Finally, the extraordinary amount of interest from non-traditional sources such as pension and hedge funds, insurance companies and venture capital firms to purchase completed new For Lease developments at attractive metrics, as well as the virtually unlimited demand for improved lots from national builders has spurred a large growth in these market segments.
The Company has made the decision to change focus to better accommodate these growing trends. Currently 2 new multi-family developments, which represent a total count of 79 units (of the 303 total units in title or under contract), will be changed from Build For Sale to Build for Lease. The Company intends to hold these properties upon completion and lease-up for an indeterminate period of time, and realize the rental income from ownership. This strategy will become a very significant revenue stream for the Company and will become a fourth division of the Company, behind Finished Lots for Sale, custom new homes and renovation/elevation projects.
In addition to the projects which the Company currently has under contract for development, improvement, Build to Lease, and Improved Lots for Sale, there are a number of properties which the Company has the ability to secure, whether through land contract or other types of options. These parcels represent significant additional opportunities for development, improvement, Build to Lease, and Improved Lots for Sale.
The Company’s business model over the last year has been focused on increasing the new home and new development portion of our business, until it represents a greater portion of the revenue. New home development, whether Build to Lease or Finished Lots for Sale has a much greater scalability and growth potential than custom homes or elevation/renovation work. Though the Company has enjoyed stable revenue in the renovation/elevation portion of the company, the new homes division continues to represent a greater percentage of total revenue.
Dream Homes’ operations include the development and sale of a variety of residential communities, including construction of semi-custom homes, single and multi-family homes and new home Build to Lease and Improved Lots for Sale. Dream Homes will continue to pursue opportunities in these areas.
Our Competitive Strengths, Products and Services
The Company continues to focus on growing as a fully integrated real estate construction and development company specializing in the construction of townhouses, single-family homes and all types of residential properties, as well as the development and sale of approved and improved land.
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The Company currently offers the following range of services and products: land development and approvals, infrastructure installation, new single and multi-family site-built and modular construction, engineering & structural design, soil studies, architectural and design/build capabilities, construction management services, general contracting of all residential single and multi-family construction, and management of home elevation projects. The Company offers comprehensive turn-key solutions, from site or architectural plan design through project completion, which gives it a competitive advantage over many other construction & development companies.
Marketing & Sales
The Company’s web site can be found at www.dreamhomesltd.com.
Concentrations
Currently the concentrations of the Company’s operations fall into 3 broad categories, as follows: New construction & development on single lots, renovation/elevation work, and new subdivisions for single and multi-family homes.
We evaluate each proposed property acquisition to determine the best path to take to maximize the potential return for that particular property. With new construction, our intention is to purchase either fully improved or at least fully approved properties. Fully approved properties includes those having all the entitlements and permits in hand, and as needed, to post performance guarantees and/or file subdivision maps, and/or proceed with infrastructure construction, such as utilities, roads and other site improvements. With new construction, we have adopted this business model to help reduce our exposure to the many risks and costs associated with land development.
As we come across an outstanding investment opportunity in land development priced at a level that justifies the inherent risks and costs associated with land development, the Company may contract for, and will bring through the approval process, various types of raw land. The Company will continue to allocate capital in the pursuit of approvals, since the risk/reward of developmental activity is so great. It should be noted that we do not generally take ownership of the property until the approval process has been completed, but rather control the property through contracts and options. In these instances, if we should fail to obtain approvals for any reason, whether through unsuitability, change of zoning or other factors, our loss shall be limited to the money expended for the approvals to that date. Our planned business model includes the acquisition, construction, and sale of a variety of residential properties, including construction of entry-level and first time move-up single-family and multi-family homes.
In addition to offering traditional stick frame construction of our homes, we may also offer modular and manufactured homes, townhomes and condominiums.
In New Jersey, the most effective business model for residential development and construction is targeting the largest current and future segment of the home buying market, which is primarily first-time and move-up purchasers, as well as homeowners choosing to move or relocate due to retirement, life change or obsolescence of their existing property.
Our Markets
Operations are located primarily in central and southern New Jersey. Principal real estate operations are currently conducted in the central & southern part of the State of New Jersey, although it is our intention to expand into additional markets based on market demand.
In our opinion, the southern New Jersey real estate market represents one of the most attractive real estate investment opportunities, with the greatest opportunity for future appreciation being concentrated in Ocean, Atlantic, Cape May, Monmouth and Middlesex counties. These areas primarily fall within 1-hour driving time, and serve as “bedroom” communities for, the Atlantic City, New York and Philadelphia metropolitan areas. In our opinion, the residential housing demand in this area, particularly in the market segments which we intend to address, enjoys a fundamental support level, based on several factors. These factors include excellent air, rail and road infrastructure (Atlantic City and Philadelphia), Casino and support services also in Atlantic City & Philadelphia, tourism, and a central location between Philadelphia and New York. Additionally, there has been a chronic affordable housing shortage throughout New Jersey and all indication are that condition will continue the foreseeable future. This situation plays well into the Company’s strengths, which are focused on entry-level or first time move-up housing, as well as elevations and renovations of existing damaged homes. Finally, all these market areas have tremendous growth potential due to market effects on the already very limited available housing supply.
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Employees
The company relies on certain administrative & payroll support for employees from a subsidiary company. That subsidiary provides payroll services that includes officers of the Company as well as employees and allocates payroll proportionately as required.
There are currently 8 full time employees, including 3 officers, in addition to a number of part time employees on an as-needed basis, who are being compensated under this arrangement. These include, but are not limited to, the following people listed below. As of December 31, 2023, the Company has not entered into any employment or consulting agreements.
The management team, which consists of the present officers of the corporation as well as others who are considered key personnel, is as follows:
Vincent Simonelli, President, CEO, Chairman
Rich Pezzullo, Director
Valerie Jones, Senior VP and Board Secretary
Mark Sampson, Regional Construction Supervisor
Dave Shaheen, Esq., General Counsel, Real Estate
Christopher Dieterich, Esq., Director, Securities Counsel and overall moral authority figure
Vincent Simonelli, CEO, Chairman and President: Dream Homes & Development Corp.’s senior executive and principal, Vincent C. Simonelli, has over 31 years of active experience in real estate finance, development, construction and marketing. Currently, Mr. Simonelli is President and Chairman for Dream Homes & Development Corporation. Since 1993, Mr. Simonelli has developed, built and marketed over 200,000 square feet of commercial and over 2,000 residential dwellings in over 450 separate developments. Mr. Simonelli’s extensive knowledge of the developmental and approval process throughout New Jersey makes him uniquely qualified to lead the Company in its real estate acquisition and development efforts. Mr. Simonelli attended Montclair State College, the NY Institute of Finance, and Ocean County College.
Richard Pezzullo, Director: Richard Pezzullo is a graduate of Cornell University and served 20 years in the US Army Reserve, attaining the rank of Major. He previously built Netcentric Computer Solutions, which provides Information Technology and CTO/CIO services and currently support over 15,000 workstations in 60 locations throughout the US, UK, Japan and Morocco.
Valerie Jones, Secretary and Senior VP: Valerie is responsible for the recruiting, hiring, supervision and the training of office and field staff. She is responsible for the development of policy and procedures as well as the implementation of company protocol. Valerie provides strategic leadership in all facets of human resource management, oversees the daily management of all accounting operations and maintains all customer contracts, vendor accounts and payroll service. Valerie has been an integral part of the company since 2011.
Mark Sampson, Regional Supervisor: Mark Sampson has been with the Company for 9 years and manages a number of projects for Dream Homes. Mark has extensive experience in all phases of carpentry, framing, client and team management.
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Dave Shaheen,Esq., General Counsel, Real Estate
Vito DeMaio, Esq., General Counsel, Litigation
Christopher Dieterich, Esq., Securities Counsel and overall moral authority figure
MANAGEMENT POLICIES
It is the policy of management to conduct the business of the company under generally accepted practices, complying with all rules and regulations, which govern this type of business. The Company has also adopted a Code of Ethics which must be followed by all members of the management team and which is filed as Exhibit 14.1 hereto.
Facilities
The Company has occupied office space located in Forked River, New Jersey under a Lease Agreement for a significant period of time. In May of 2020, the rent was increased to $2,500 per month and as of September of 2023, the monthly rental amount has increased to $3,000 per month.
Item 1A. Risk Factors
The Purchase of the Shares is highly speculative and involves a high degree of risk. Each prospective Investor is urged to consider carefully the risk factors discussed below, in addition to the risks set forth elsewhere, in determining whether an investment in the Company should be made and is appropriate for them. You should not invest in our common stock unless you can afford to lose your entire investment and you are not dependent on the funds you are investing.
Our business operations have been and may continue to be materially and adversely affected by the outbreak of the novel respiratory illness coronavirus (“COVID-19”).
On March 11, 2020, the World Health Organization declared the outbreak of the novel respiratory illness COVID-19 a pandemic. The new strain of COVID-19 is considered to be highly contagious and poses a serious public health threat. The outbreak of COVID-19 emerged in China, where many of the Company’s material suppliers are located.
Any outbreak of such epidemic illness or other adverse public health developments may materially and adversely affect the global economy, our markets and our business. A prolonged disruption or any further unforeseen delay in our operations of the manufacturing, delivery and assembly process within any of our market areas could continue to result in delays in the delivery of products and services to our customers, increased costs and reduced revenue.
Our Board of Directors contains two independent directors.
Our board is composed of three members, Vincent Simonelli, Christopher Deiterich & Richard Pezzullo. Mr. Simonelli and affiliated companies, current own or control 56.80% of the issued and outstanding common stock shares of Dream Homes & Development Corporation. Christopher Deiterich is the second board member, SEC counsel for the Company and an independent director. Mr. Pezzullo was previously an employee of Dream Homes, serving as the VP of Information Technology, but no longer holds that position, though he remains as third member of the board. The NASDAQ is the exchange that we selected in order to determine whether our directors and committee members meet the independence criteria of a national securities exchange, as required by Item 407(a)(1) of Regulation S-K. An independent director means a person who is not an employee (or a relative of an employee), who has no material business relationship with the company, and is not a significant owner of the company’s shares. Due to our small size, the Company does not presently have a separately designated audit committee, compensation committee, or nominating committee.
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Our home sales and operating revenues could decline due to macro-economic and other factors outside of our control, such as changes in consumer confidence, declines in employment levels and volatile material and supply costs.
Changes in national and regional economic conditions, as well as local economic conditions where we conduct our operations and where prospective purchasers of our homes live, may result in more caution on the part of homebuyers and, consequently, fewer home purchases. These economic uncertainties involve, among other things, conditions of supply and demand in local markets and changes in consumer confidence and income, employment levels, and government regulations. These risks and uncertainties could periodically have an adverse effect on consumer demand for and the pricing of our homes, which could cause our operating revenues to decline. Failure to achieve revenues, or a reduction in our revenues once achieved, could, in turn, negatively affect the market price of our securities. The homebuilding industry is cyclical, has from time to time experienced significant difficulties, and is significantly affected by changes in general and local economic conditions such as:
● employment levels and job growth;
● availability of financing for home buyers;
● interest rates & volatile material and supply costs;
● consumer confidence;
● housing demand; and
● population growth
An oversupply of alternatives to new homes, such as rental properties and used homes could depress prices and reduce margins for the sale of new homes.
Weather conditions and natural disasters such as hurricanes, tornadoes, earthquakes, floods and fires can harm the local homebuilding business.
The difficulties described above could cause us to take longer and incur more costs to build our homes. We may not be able to recapture increased costs by raising prices in many cases because we fix our new home prices up to twelve months in advance of delivery by signing home sales contracts. In addition, some home buyers may cancel or not honor their home sales contracts altogether.
A substantial increase in mortgage interest rates or unavailability of mortgage financing may reduce consumer demand for our homes.
Virtually all purchasers of our homes finance their acquisitions through lenders providing mortgage financing. A substantial increase in mortgage interest rates or unavailability of mortgage financing would adversely affect the ability of prospective first time and move-up homebuyers to obtain financing for our homes, as well as adversely affect the ability of prospective move-up homebuyers to sell their current homes. As a result, once we commence sales, our margins, revenues, and cash flows may also be adversely affected.
If we are unsuccessful in competing against our homebuilding competitors, our market share could decline or our growth could be impaired and, as a result, our financial results could suffer. Notwithstanding that potential risk, the barriers to entry in the elevation/renovation portion of our business are very high, primarily due to the complexity of the home elevation process.
Though competition in the homebuilding industry is intense, and there are relatively low barriers to entry into the new home building business, there is markedly less competition in the elevation/renovation portion of the business. This is primarily due to the complexity and technical difficulty of the home elevation business. Increased competition in the new home building business could hurt our business, as it could prevent us from acquiring attractive parcels of land on which to build homes or make such acquisitions more expensive, hinder our market share expansion, and lead to pricing pressures on our homes that may adversely impact our margins and revenues. If we are unable to successfully compete, our financial results could suffer and the value of, or our ability to service, our debt, including the notes, could be adversely affected.
In the elevation/renovation portion of our business, competition has lessened over the last several years, due to the reasons listed above. Consequently, the Company’s market share of this portion of our business has increased, as competitors have abandoned the elevation / renovation business and focused on new home construction, which is markedly less difficult than completing elevation projects.
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We could experience a reduction in new home sales and revenues or reduced cash flows due to our inability to acquire land for our housing developments if we are unable to obtain reasonably priced financing to support our homebuilding activities. Notwithstanding, the elevation/renovation portion of our business should suffer little or no effect for these reasons, since the primary source of funds for this type of project is private and client based.
The new homebuilding industry is capital intensive, and homebuilding requires significant up-front expenditures to acquire land and begin development. Accordingly, we incur substantial indebtedness to finance our homebuilding activities. Although we believe that internally generated funds and available borrowings under our revolving credit facility will be available to fund our capital and other expenditures (including land purchases in connection with ordinary development activities), the amounts available from such sources may not be sufficient. If such sources are not sufficient, we would seek additional capital in the form of equity or debt financing from a variety of potential sources, including additional bank financing and/or securities offerings. The amount and types of indebtedness which we may incur are limited by the terms of the indentures governing the notes and our other existing debt.
Although as noted above, the new homebuilding industry is very capital intensive, the elevation/renovation portion of our business should suffer little or no effect, since the primary source of funds for this type of project is private and client based. Elevation/renovation work is not subject to any great degree to the availability or lack thereof, of institutional capital. The Company may need to seek out loans from banks to finance these projects. As part of their financing agreements, the banks typically require Vincent Simonelli to personally guarantee these loans. If Mr. Simonelli cannot qualify as a guarantor and there is no one other than him in the Company to provide those guarantees, the financing of the deals may be adversely affected. The exact amount of funding required for each particular property is not clear at the present time but will be determined when full approvals have been obtained and the Company is prepared to take title for each individual property.
We are subject to extensive government regulation which could cause us to incur significant liabilities or restrict our business activities.
Changes in regulatory requirements could cause us to incur significant liabilities and operating expenses and could restrict our business activities. We are subject to local, state and federal statutes and rules regulating, among other things, certain developmental matters, building and site design, and matters concerning the protection of health and the environment.
We may incur additional operating expenses due to compliance programs or fines, penalties and remediation costs pertaining to environmental regulations within our markets.
We are subject to a variety of local, state, and federal statutes, ordinances, rules, and regulations concerning the protection of health and the environment. The particular environmental laws, which apply to any given community, vary greatly according to the community site, the site’s environmental conditions, and the present and former use of the site. Environmental laws may result in delays, may cause expensive compliance programs and us to implement time consuming and may prohibit or severely restrict development in certain environmentally sensitive regions or areas. From time to time, the United States Environmental Protection Agency and similar federal or state agencies review homebuilders’ compliance with environmental laws and may levy fines and penalties for failure to strictly comply with applicable environmental laws or impose additional requirements for future compliance as a result of past failures. Any such actions taken with respect to us may increase our costs. Further, we expect that increasingly stringent requirements will be imposed on homebuilders in the future. Environmental regulations can also have an adverse impact on the availability and price of certain raw materials such as lumber.
We may be subject to significant potential liabilities because of construction defect, product liability, and warranty claims made against us.
As a homebuilder, we have been, and continue to be, subject to construction defect, product liability, and home warranty claims, including moisture intrusion and related mold claims, arising in the ordinary course of business. These claims are common to the homebuilding industry and can be costly.
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With respect to certain general liability exposures, including construction defect, moisture intrusion and related mold claims and product liability, interpretation of underlying current and future trends, assessment of claims and the related liability and reserve estimation process is highly judgmental due to the complex nature of these exposures, with each exposure exhibiting unique circumstances. Furthermore, once claims are asserted for construction defects, it is difficult to determine the extent to which the assertion of these claims will expand geographically. Although we have obtained insurance for construction defect claims, such policies may not be available or adequate to cover any liability for damages, the cost of repairs, and/or the expense of litigation surrounding current claims, and future claims may arise out of uninsurable events or circumstances not covered by insurance and not subject to effective indemnification agreements with our subcontractors.
Our operating expenses could increase if we are required to pay higher insurance premiums or litigation costs for claims involving construction defect and product liability claims, which could cause our net income to decline.
The costs of insuring against construction defect and product liability claims are high, and the amount and scope of coverage offered by insurance companies is currently limited. This coverage may be further restricted and may become more costly.
Increasingly in recent years, lawsuits (including class action lawsuits) have been filed against builders, asserting claims of personal injury and property damage caused by the presence of mold in residential dwellings. Our insurance may not cover all of the claims, including personal injury claims, arising from the presence of mold, or such coverage may become prohibitively expensive. If we are not able to obtain adequate insurance against these claims, we may experience losses that could reduce our net income and restrict our cash flow available to service debt.
Historically, builders have recovered from subcontractors and their insurance carriers a significant portion of the construction defect liabilities and costs of defense that the builders have incurred. Insurance coverage available to subcontractors for construction defects is becoming increasingly expensive, and the scope of coverage is restricted. If we cannot effectively recover from our subcontractors or their carriers, we may suffer greater losses which could decrease our net income.
Raw material and labor shortages and price fluctuations could delay or increase the cost of new home construction and adversely affect our operating results.
The homebuilding industry has from time to time experienced raw material and labor shortages. In particular, shortages and fluctuations in the price of lumber or in other important raw materials could result in delays in the start or completion of, or increase the cost of, developing one or more of our residential communities. In addition, we contract with subcontractors to construct our homes. Therefore, the timing and quality of our construction depends on the availability, skill and cost of our subcontractors. Delays or cost increases caused by shortages and price fluctuations could harm our operating results, the impact of which may be further affected by our ability to raise sales prices.
We experience fluctuations and variability in our operating results on a quarterly basis and, as a result, our historical performance may not be a meaningful indicator of future results.
Our operating results in a future quarter or quarters may fall below expectations of securities analysts or investors and, as a result, the market value of the common stock, whether trading or not, may fluctuate. Because of such variability, our historical performance may not be a meaningful indicator of future results. Our quarterly results of operations may continue to fluctuate in the future because of a variety of both national and local factors, including, among others:
● the timing of home closings and land sales;
● our ability to continue to acquire additional land or secure option contracts to acquire land on acceptable terms;
● conditions of the real estate market in areas where we operate and of the general economy;
● raw material and labor shortages;
● seasonal home buying patterns; and
● other changes in operating expenses, including the cost of labor and raw materials, personnel and general economic conditions.
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Our future growth may include additional acquisitions of companies that may not be successfully integrated and may not achieve expected benefits.
Acquisitions of companies may contribute to our growth and be a component of our growth strategy. Consistent with this strategy, we may engage in discussions with and evaluate potential acquisition targets, some of which may be significant, although we currently have no binding definitive agreements for any significant acquisitions of companies. In the future, we may acquire other businesses. Because of acquisitions of companies, we may need to seek additional financing and integrate product lines, dispersed operations, and distinct corporate cultures. These integration efforts may not succeed or may distract our management from operating our existing business. Additionally, we may not be able to enhance our earnings because of acquisitions. Our failure to successfully manage future acquisitions could harm our operating results.
The occurrence of natural disasters could increase our operating expenses and reduce our revenues and cash flows.
The climates and geology of the states in which we operate (currently solely located within New Jersey) present increased risks of natural disasters. To the extent that hurricanes, severe storms, droughts, floods, wildfires or other natural disasters or similar events occur, our homes that might be under construction in the future or any of our building lots in such states could be damaged or destroyed, which may result in losses exceeding our insurance coverage. Any of these events could increase our operating expenses, impair our cash flows, and reduce our revenues, which could, in turn, negatively affect the market price of our securities.
Future terrorist attacks against the United States or increased domestic or international instability could have an adverse effect on our operations.
Adverse developments in the war on terrorism, future terrorist attacks against the United States, or any outbreak or escalation of hostilities between the United States and any foreign power, including the armed conflict with Iraq, may cause disruption to the economy, our company, our employees and our customers, which could adversely affect our revenues, operating expenses, and financial condition.
Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses, which as a smaller public company may be disproportionately high.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, new SEC regulations, and stock market rules, are creating uncertainty for development companies such as us. These new and changing laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations, and standards will likely result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. If we are unable to comply with the newly enacted JOBS Act regulations, which lessen if not eliminate the harsher impact of some of the reporting requirements, expenses will remain higher than other companies which are able to meet the new rules. In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act and the related regulations regarding our required assessment of our internal controls over financial reporting and our independent registered public accounting firm’s audit of that assessment will require the commitment of significant financial and managerial resources. We expect these efforts to require the continued commitment of significant resources. Further, our board members, chief executive officer, and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified board members and executive officers, which could slow down our business. If we are unable to fully comply with new or changed laws, regulations and standards, or if our efforts differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed and our stock price may suffer.
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Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and operating results. In addition, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. If we are unable to maintain the status of “Emerging Growth Company”, we will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing these assessments. Although we intend to augment our internal controls procedures and expand our accounting staff, there is no guarantee that this effort will be adequate.
We may need additional capital in the future, but there is no assurance that funds will be available on acceptable terms.
We may need to raise additional funds in order to achieve growth or fund other business initiatives. This financing may not be available in sufficient amounts or on terms acceptable to us and may be dilutive to existing stockholders. Additionally, any securities issued to raise funds may have rights, preferences or privileges senior to those of existing stockholders. If adequate funds are not available or are not available on acceptable terms, our ability to expand, develop or enhance services or products, or respond to competitive pressures will be limited.
RISKS RELATING TO OUR COMMON SHARES
You will not receive dividend income from an investment in the shares and as a result, you may never see a return on your investment.
We have never declared or paid a cash dividend on our shares nor will we in the foreseeable future. We currently intend to retain any future earnings, if any, to finance the operation and expansion of our business. Accordingly, investors who anticipate the need for immediate income from their investments by way of cash dividends should refrain from purchasing any of the securities offered by our company. As we do not intend to declare dividends in the future, you may never see a return on your investment and you indeed may lose your entire investment.
Rule 144
In general, persons who have beneficially owned restricted shares of our common stock for at least six months, and any affiliate of the company who owns either restricted or unrestricted shares of our common stock, are entitled to sell their securities without registration with the SEC under an exemption from registration provided by Rule 144 under the Securities Act.
Non-Affiliates
Any person who is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding a sale, may sell an unlimited number of restricted securities under Rule 144 if:
| ● | 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. |
Affiliates
Persons seeking to sell restricted securities who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to the restrictions described above. They are also subject to additional restrictions, by which such person would be required to comply with the manner of sale and notice provisions of Rule 144 and would be entitled to sell within any three-month period only that number of securities that does not exceed the greater of either of the following:
| ● | the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
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Additionally, persons who are our affiliates at the time of, or any time during the three months preceding, a sale may sell unrestricted securities under the requirements of Rule 144 described above, without regard to the six month holding period of Rule 144, which does not apply to sales of unrestricted securities.
Unlimited Resales by Non-Affiliates
Any person who is not deemed to have been an affiliate of ours at the time of, or at any time during the three months preceding, a sale and has held the restricted securities for at least one year, including the holding period of any prior owner other than one of our affiliates, will be entitled to sell an unlimited number of restricted securities without regard to the length of time we have been subject to Exchange Act periodic reporting or whether we are current in our Exchange Act reporting.
Our common stock is a “Penny Stock,” and compliance with requirements for dealing in penny stocks may make it difficult for holders of our common stock to resell their shares.
Our common stock is currently listed in the public market in what is known as the over-the-counter market and at least for the foreseeable future, our common stock will be deemed to be a “penny stock” as that term is defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Rule 15g-2 under the Exchange Act requires broker/dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain from these investors a manually signed and dated written acknowledgement of receipt of the document before effecting a transaction in a penny stock for the investor’s account. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third Parties or otherwise, which could have a material adverse effect on the liquidity and market price of our common stock.
Penny stocks are stocks with a price of less than $5.00 per share unless traded on NASDAQ or a national securities exchange.
Penny stocks are also stocks, which are issued by companies with Net tangible assets of less than $2.0 million (if the issuer has been in continuous operation for at least three years); or $5.0 million (if in continuous operation for less than three years); or average revenue of less than $6.0 million for the last three years.
Our stock price may fluctuate significantly, and you may not be able to resell your shares at or above the current market price.
The trading price of our common stock is likely to be volatile and subject to wide price fluctuations in response to various factors, including:
| ● | 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; |
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| ● | litigation and governmental investigations; and | |
| ● | changing economic conditions. |
These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the Company that issued the stock. If any of our stockholders were to bring a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.
Sales of substantial amounts of our common stock in the public markets, or the perception that such sales might occur, could reduce the price of our common stock and may dilute your voting power and your ownership interest in us.
If our existing stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could decrease significantly. The perception in the public market that our existing stockholders might sell shares of common stock could also depress our market price.
Insiders have substantial control over us and could limit your ability to influence the outcome of key transactions, including a change of control.
As of December 31, 2024, our principal stockholders, directors, and executive officers and entities affiliated with them owned approximately 79.0 % of the outstanding shares of our common stock. As a result, these stockholders, if acting together, would be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing, or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and may materially adversely affect the market price of our common stock.
As a public company, we are required to:
| ● | 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. |
These requirements entail a significant commitment of additional resources. We may not be successful in implementing these requirements and implementing them could adversely affect our business or results of operations. In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report our results of operations on a timely and accurate basis could be impaired.
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Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
We have designed our business applications and hosting services to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination of monitoring and detection activities, use of anti-malware applications, employee training, quality audits and communication and reporting structures, among other processes. Our cybersecurity processes are managed by our Chief Executive Officer.
Item 2. Properties
Our corporate headquarters are located at 314 South Main Street, Forked River, NJ 08731.
Item 3. Legal Proceedings
To the knowledge of the officers and directors of the Company, neither the Company nor any of its officers or directors is a party to any material legal proceeding or litigation and such persons know of no material legal proceeding or litigation contemplated or threatened. None of the officers or directors have been convicted of a felony or misdemeanor relating to securities or performance in corporate office.
The Company, through one of its subsidiaries, is involved in several minor lawsuits in which it expects to prevail, The Company considers the substance of these claims to be of no merit.
Though the Company considers these lawsuits to be frivolous, it has chosen to disclose their existence in the interest of full transparency. In demonstration of its opposition to these awards, the Company is vigorously defending all cases and believes it shall prevail in court.
In the opinion of the Company and of its professional advisors, none of the lawsuits which the Company is currently involved in have any substantive validity or potential for material consequence to the Company.
All normal operations of the Company and its subsidiaries are continuing with no negative effect from these lawsuits.
Item 4. Mine Safety Disclosures
N/A
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PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
The common stock is currently traded on the OTC under the ticker symbol DREM.
As of December 31, 2024, there were 47,414,493 shares of common stock issued and outstanding held by approximately 77 holders of record.
Item 6. Selected Financial Data
The following selected financial data has been derived from and should be read in conjunction with our financial statements and related notes in Item 15 of this report and our Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this report.
| December 31, 2024 | December 31, 2023 | |||||||
| Statements of Income: | ||||||||
| Revenue | $ | 4,972,827 | $ | 5,656,452 | ||||
| Gross profit | 2,262,938 | 1,085,550 | ||||||
| Income from operations | 1,499,918 | 68,803 | ||||||
| Net income (loss) | $ | 875,966 | $ | (97,379 | ) | |||
| Basic and diluted income (loss) per common share | $ | 0.02 | $ | (.00 | ) | |||
| Balance Sheet Data: | ||||||||
| Cash | $ | 1,054,046 | $ | 2,712,503 | ||||
| Total assets | 11,521,321 | 10,108,509 | ||||||
| Total liabilities | 8,635,436 | 9,370,244 | ||||||
| Total Stockholders’ equity | $ | 2,885,885 | $ | 738,265 | ||||
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-Looking Statements
Management’s Discussion and Analysis or Plan of Operation contains “forward-looking” statements, as well as historical information. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that the expectations reflected in these forward-looking statements will prove to be correct. Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative. Although we believe the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties, and no assurance can be given that actual results will be consistent with these forward-looking statements. Current shareholders and prospective investors are cautioned that any forward-looking statements are not guarantees of future performance. Such forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results for future periods could differ materially from those discussed in this report, depending on a variety of important factors, among which are our ability to implement our business strategy, our ability to compete with major established companies, the acceptance of our products in our target markets, our ability to attract and retain qualified personnel, our ability to obtain financing, our ability to continue as a going concern, and other risks described from time to time in our filings with the Securities and Exchange Commission. Forward-looking statements contained in this report speak only as of the date of this report. Future events and actual results could differ materially from the forward-looking statements. You should read this report completely and with the understanding that actual future results may be materially different from what management expects. We will not update forward-looking statements even though its situation may change in the future.
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We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to uncertainties associated with the following:
(a) potential fluctuation in quarterly results;
(b) our failure to earn revenues or profits;
(c) inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;
(d) inadequate capital to continue business;
(e) changes in demand for our products and services;
(f) rapid and significant changes in markets;
(g) litigation with or legal claims and allegations by outside parties;
(h) insufficient revenues to cover operating costs.
You should read the following discussion and analysis in conjunction with our financial statements and notes thereto, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of management.
PLAN OF OPERATION
Nature of Operations
Building on a history of over 2,000 new homes built and over 400 elevation/renovation/addition projects since 1993, the management of Dream Homes & Development Corporation has positioned the company to emerge as a rapidly growing regional developer of new single and multi-family subdivisions as well as a leader in coastal new home and modular construction, elevation, Build to Lease and Improved Lots for Sale.
Dream Homes continues to pursue opportunities in new single and multi-family home construction, with 5 developments totaling 303 units in title, or under contract and in development. Dream Homes’ operations include the development and sale of residential communities, construction of single-family and multi-family homes, Build to Lease and the development and improvement of Finished Lots for Sale to national builders.
New trends in the real estate market that the Company is actively exploring include Build To Lease properties, as well as developing and improving building lots and developments to sell finished lots to national home builders. This focus and concentration on building both single and multi-family developments with the intention to lease or sell them immediately upon completion is being made in response to several factors. One factor is the extreme shortage of rental properties on the market, not only for first time homemakers, but for retirees, and young professionals who are unclear as to the intentions of settling in one location. The second factor is the overall lender and funding source preference to lend to Build To Lease and Improved Lots for sale developments, due to the perception that these two avenues are a safer investment over the long term. Finally, the extraordinary amount of interest from non-traditional sources such as pension and hedge funds, insurance companies and venture capital firms to purchase completed new For Lease developments at attractive metrics, as well as the virtually unlimited demand for improved lots from national builders has spurred a large growth in these market segments.
The Company has made the decision to change focus to better accommodate these growing trends. Currently most of the Company’s new multi-family developments, have been or will be changed from Build For Sale to Build for Lease or Improved Lots for Sale. The Company may hold finished properties upon completion and lease-up for an indeterminate period of time, and realize the rental income from ownership, or sell improved lots to 3rd party purchasers. This strategy will become a very significant revenue stream for the Company and these avenues have become third & fourth divisions of the Company, behind new custom single family homes and renovation/elevation projects.
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Dream Homes’ operations include the development and sale of a variety of residential communities, including construction of semi-custom homes, single and multi-family homes and new home Build to Lease and Improved Lots for Sale. Dream Homes will continue to pursue opportunities in these areas.
Properties currently owned and either improved or under construction
Berkeley Terrace – Bayville, NJ – 70 approved townhome units
The Company has been in title to this property since 2021 and finalized an infrastructure and construction finance facility which closed on 3/31/23. This facility included refinancing the land debt, securing funding for a large portion of the site construction, as well as funding the first building of 10 townhomes. The amount of the facility is $4,670,000.
The Company began infrastructure work on the property in June of 2023, with land clearing completed and the site stabilized for soils erosion control. Sanitary sewer, water and drainage has been installed on the entire property.
All building pads have been compacted and completed.
Base paving has been completed and the entire site has been fully improved.
The Company has entered into an agreement with a national builder to deliver improved building sites for this project. It is in the Company’s opinion that the financial advantages inherent in the sale of a portion of the improved lots in this development outweigh the advantages of building and selling or leasing the entire development.
The Company sold two 10-unit building pad sites in 2024. A national builder began vertical construction of Building 8 began in December of 2023, and Building 1 began in July of 2024.
As of September 30, 2024, 20 improved building pads had closed title to the national builder.
The remaining buildable lots will close during 2025 and Q1 of 2026.
Subsequent event: Building Pad 6, comprised of 8 improved building pads, was sold and closed title on 1/24/25. At that time all underlying debt for this property was retired. 42 improved building pads are scheduled to close in the next 12 months.
Lacey Township, New Jersey, “Lacey Pines”
Dream Homes currently owns a parcel approved for 68 new townhomes in Ocean County NJ, of which 54 are market rate and 14 are affordable housing. The Company acquired this property on June 29, 2021 and is currently in title.
This property has received final approvals, Department of Transportation approval, CAFRA approval, MUA, County, Fire and other outside agency approvals.
Preliminary approval was granted in 2021 and final approval in 2023.
The Company has secured permanent funding to install infrastructure and vertical construction for this project in October of 2023 and retired the previous debt.
Site bonds, escrows and fees have been posted for the property, with clearing having started in the 4th quarter of 2023.
The site improvements and infrastructure work for this development began in March of 2024 and was substantially completed in the 3rd quarter of 2024.
As of 12/31/24, the property has been cleared, top soil removed, earth balance completed, sanitary sewer installed, water mains and laterals installed, on and off-site curb installed and base paving completed.
The Company has entered into an agreement with a national builder to deliver improved building sites for this project. It is in the Company’s opinion that the financial advantages inherent in the sale of a portion of the improved lots in this development outweigh the advantages of building and selling or leasing the entire development.
Subsequent event: Building Pad 1, comprised of 6 improved building pads, was sold and closed title on 1/24/25. 48 improved building pads are scheduled to close in the next 12 months.
Louis Avenue – Bayville, NJ – 17 townhome units
The Company was heard before the Berkeley Township Planning Board on October 3, 2020 and the planning board awarded preliminary approvals for 17 townhome units.
The Company acquired this property on August 4, 2021.
The Company received Final approvals on August 8, 2022.
As of this date the Company is pursuing various options for the development of this property, including Build to Lease, sale of the approved parcel to another builder/developer, or sale of the improved parcel to a national builder.
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Autumn Run – Gloucester County – 62 age-restricted manufactured housing units
On December 7, 2018, the Company signed a contract to purchase a property in Gloucester County, NJ, which has since been approved for 62 units of age-restricted manufactured housing. The property currently has final approvals.
The application for a use variance was heard on May 24, 2021 and the variance was approved.
The Company applied for preliminary and final site plan approval and was heard at the April 2023 planning board meeting. Preliminary approval was granted, and the Company submitted for finals in the 4th quarter of 2023. The Company has since received final approvals.
The Company took title to this property in early September of 2023. It is the Company’s intention to develop this property, sell the individual manufactured homes and continue to own and operate the development as a land lease rental property.
Properties under Contract to Purchase and in Development
The Company has signed a contract to obtain approvals, acquire and improve a 96 unit townhome property (of which 80 units are market rate and 16 are Affordable Housing) in Southern Ocean County. This property has been pre-sold on an “as-improved” basis to a national builder.
The initial closing to acquire the property should occur in 2026, with site improvements to begin shortly thereafter. The sale of improved building pads should begin in late 2026 / early 2027.
Summary
These new developments which the Company owns or is in contract to purchase represent significant future earnings in new construction or forward contracts for improved building pads that have been pre-sold. This work will occur over the next 3-4 years and will occur in addition to the custom homes & elevation/renovation division of the business. Management is very positive about these new developments.
Additional Comment
The Company’s business model over the last year has been focused on increasing the new home and new development portion of our business. New home development has a much greater scalability and growth potential than custom home or elevation/renovation work, and will represent the majority of the Company’s revenue going forward.
Dream Homes will continue to pursue opportunities in the real estate field, specifically in new home construction, development approvals and sale of improved building lots.
The Company has also developed strong referral networks with 3 major modular manufacturing companies, from which a dependable and steady stream of leads and prospects is regularly received. Based on these associations, it is anticipated that the Custom Modular segment of the business will enjoy significant growth for the foreseeable future.
Since modular home manufacturers will not sell directly to the public, and will only sell to a licensed builder, manufacturers need dependable new home builders to refer their leads. The Company has proven itself to be a valuable trade partner for these 3 manufacturers and has received numerous prospects and leads, many of which regularly turn into contracts.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures. We review our estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. We believe the following accounting policies are critical to the judgments and estimates we use in preparing our financial statements.
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Net Income (Loss) Per Common Share
Basic net income (Basic net loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
Diluted net income (loss) per common share is computed using the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period (none for the periods presented).
RESULTS OF OPERATIONS – DREAM HOMES & DEVELOPMENT CORPORATION
The summary of selected financial data table is below.
DREAM HOMES & DEVELOPMENT CORPORATION
STATEMENTS OF OPERATIONS
| Year ended December 31, 2024 | Year ended December 31, 2023 | |||||||
| Revenue: | ||||||||
| Construction contracts | $ | 4,972,827 | $ | 5,656,452 | ||||
| Cost of construction contracts | 2,709,889 | 4,570,902 | ||||||
| Gross profit | 2,262,938 | 1,085,550 | ||||||
| Operating Expenses: | ||||||||
| Selling, general and administrative, including stock based compensation of $0 and $91,800, respectively | 759,720 | 1,010,531 | ||||||
| Depreciation expense | 3,300 | 6,216 | ||||||
| Total operating expenses | 763,020 | 1,016,747 | ||||||
| Income from operations | 1,499,918 | 68,803 | ||||||
| Other income (expenses): | ||||||||
| Loan forgiveness | (300,504 | ) | - | |||||
| Interest expense | (82,375 | ) | (166,182 | ) | ||||
| Other income | 103,047 | - | ||||||
| Total other income (expenses) | (279,832 | ) | (166,182 | ) | ||||
| Income (loss) before income taxes | 1,220,086 | (97,379 | ) | |||||
| Provision for income taxes | (499,981 | ) | - | |||||
| Net income (loss) | 875,966 | (97,379 | ) | |||||
| Net income attributable to non-controlling interest | 499,981 | - | ||||||
| Net income (loss) attributable to Dream Homes and Development Corporation | $ | 375,985 | $ | (97,379 | ) | |||
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Results of Operations - Comparison for the years ended December 31, 2024 and 2023
Revenues
For the years ended December 31, 2024 and December 31, 2023, net revenues were $4,972,827 as compared to $5,656,452 for the year ended December 31, 2022, resulting in a decrease in net revenues of $683,625. The decrease in sales was due to a greater concentration on land development, and the sale of improved building lots to national builders, which revenues were just accreting to earnings during this time. As of December 31, 2024 and 2023, all of our sales were domestic.
Cost of Construction contracts and Sales
For the years ended December 31, 2024 and December 31, 2023, cost of construction contracts and sales were $2,709,889 as compared to $4,570,902, resulting in a decrease in cost of construction contracts of $1,861,013. The decrease was consistent with the decrease in revenues.
Operating Expenses
Operating expenses decreased $253,727 from $1,016,747 in 2023 to $763,020 in 2024. The decrease was primarily due to stock based compensation of $91,800 in 2023 as well as lower legal and professional expenses and selling, general and administration expenses.
Major selling, general and administrative expenses for the year ended December 31, 2024 of $763,020 include salary expense of $312,381, legal and professional fees of $181,701, insurance of $125,586, rent expense of $41,000 and other administrative expenses of $99,052.
Major selling, general and administrative expenses for the year ended December 31, 2023 of $1,016,747 include salary expense of $325,937, legal and professional fees of $260,206, vehicle expenses of $14,542, insurance of $108,377 , stock based compensation of $91,800, and rent expense of $39,000.
Liquidity and Capital Resources
As of December 31, 2024 and 2023, our cash balance was $1,054,046 and $2,712,503, respectively, total assets were $16,097,358 and $10,108,509, respectively, and total current liabilities amounted to $4,760,826 and $3,317,179, respectively, including loans payable to related parties of $666,911 and $523,219, respectively. As of December 31, 2024 and 2023, the total stockholders’ equity was $8,393,632 and $633,265, respectively.
Inflation
The impact of inflation on the costs of our company, and the ability to pass on cost increases to clients over time is dependent upon market conditions. Inflationary pressures have had a significant impact on our operations during this year, and we anticipate that inflationary factors will continue to have a significant impact on future operations.
OFF-BALANCE SHEET ARRANGEMENTS
We do not maintain off-balance sheet arrangements nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.
Risk
Foreign Currency Exchange Rate Risk
We are not exposed to potential gains or losses from foreign currency fluctuations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
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Item 8. Financial Statements and Supplementary Data
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits 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 audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were 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. 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 matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
/S/
OLAYINKA OYEBOLA & CO.
(Chartered Accountants)
We have served as the Company’s auditor since 2024.
April 14, 2025
| F-2 |
DREAM HOMES AND DEVELOPMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts | ||||||||
| Prepaid contract interest | ||||||||
| Inventories | ||||||||
| Total current assets | ||||||||
| PROPERTY AND EQUIPMENT, net | ||||||||
| OTHER ASSETS | ||||||||
| Security deposit | ||||||||
| Deposits and costs coincident to acquisition of land for development | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued interest | ||||||||
| Accrued taxes | ||||||||
| Deposits held | ||||||||
| Construction liabilities | ||||||||
| Mortgages payable- current | ||||||||
| Loans payable-others | ||||||||
| Note payable-line of credit | ||||||||
| Loans payable to related parties | ||||||||
| Total current liabilities | ||||||||
| Long-term mortgages payable | ||||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock; shares authorized, $ par value, as of December 31, 2024 and 2023, there are shares outstanding | ||||||||
| Common stock; shares authorized, $ par value, as of December 31, 2024 and 2023, there are and shares outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings (accumulated deficit) | ( | ) | ( | ) | ||||
| Total stockholders’ equity attributable to Dream Homes and Development Corporation | ||||||||
| Non-controlling interest | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
DREAM HOMES AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue: | ||||||||
| Construction contracts | $ | $ | ||||||
| Cost of construction contracts | ||||||||
| Gross profit | ||||||||
| Operating Expenses: | ||||||||
| Selling, general and administrative | ||||||||
| Depreciation expense | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operations | ||||||||
| Other income (expenses): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on debt settlement | ( | ) | ||||||
| Other income | ||||||||
| Total other income (expenses) | ( | ) | ( | ) | ||||
| Income (loss) before income taxes | ( | ) | ||||||
| Provision for income taxes | ( | ) | ||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Net income attributable to non-controlling interest | ||||||||
| Net income (loss) attributable to Dream Homes and Development Corporation | $ | $ | ( | ) | ||||
| Basic and diluted income (loss) per common share | $ | $ | ) | |||||
| Weighted average common shares outstanding- basic and diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
DREAM HOMES AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| Common stock issued | Additional | Non | ||||||||||||||||||||||
| and to be issued | Paid-in | Accumulated | Controlling | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Issuance of restricted common shares for stock-based compensation valued at $ | ||||||||||||||||||||||||
| Net income | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Shares issued for related party debt conversion | ||||||||||||||||||||||||
| Capital contribution | - | |||||||||||||||||||||||
| Distribution | - | ( | ) | ( | ) | |||||||||||||||||||
| Net income (loss) | - | |||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
DREAM HOMES AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income to net cash provided (used) in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Stock based compensation | ||||||||
| Loss on debt settlement | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepaid fees-property held for development | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Deposits | ||||||||
| Other assets | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Deposits held | ||||||||
| Construction liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ||||||
| INVESTING ACTIVITIES | ||||||||
| Purchase of office equipment and vehicles | ( | ) | ||||||
| Deposits and costs coincident to acquisition of land for development | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds (payments) on note payable-line of credit | ||||||||
| Proceeds from loans payable-others | ||||||||
| Proceeds from loans payable to related parties | ||||||||
| Proceeds from mortgages | ||||||||
| Payments on mortgages | ( | ) | ||||||
| Distributions | ( | ) | ||||||
| Repayments on bank note | ( | ) | ||||||
| Repayments of loans payable-others | ( | ) | ||||||
| Repayments of loans payable to related parties | ( | ) | ||||||
| Net cash provided (used) by financing activities | ( | ) | ||||||
| NET INCREASE (DECREASE) IN CASH | ( | ) | ||||||
| CASH BALANCE, BEGINNING OF PERIOD | ||||||||
| CASH BALANCE, END OF PERIOD | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Interest paid | $ | $ | ||||||
| Taxes paid | $ | $ | ||||||
| Shares issued for related party debt conversion | $ | $ | ||||||
| Issuance of restricted common stock for compensation | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
DREAM HOMES & DEVELOPMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2024 and 2023
Note 1 - Significant Accounting Policies
Nature of Operations
Dream Homes & Development Corporation is a regional builder and developer of new single and multi-family homes and subdivisions, as well as a market leader in real estate development. Operations include custom homes, Build to Lease, Build for Sale and Sale of Improved Lots to national builders.
History
Dream
Homes & Development Corporation was originally incorporated as The Virtual Learning Company, Inc. (“Virtual Learning”)
on January 6, 2009 as a Nevada corporation with
On March 14, 2017, Virtual Learning changed its name to Dream Homes & Development Corporation (“DHDC”). DHDC maintains a web site at www.dreamhomesltd.com.
Principles of Consolidation
The consolidated financial statements include the accounts of DHDC and its wholly owned subsidiaries, partnerships and other entities which the Company has a controlling interest and variable interest entities in which the Company is deemed the primary beneficiary (collectively, the “Company”). All intercompany balances and transactions have been eliminated in consolidation.
Property and Equipment
Property
and equipment is stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method over an estimated
useful life of
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates.
| F-7 |
Fair Value of Financial Instruments
Fair value is defined as the price that we would receive to sell an asset or pay to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. In determining fair value, GAAP establishes a three-level hierarchy used in measuring fair value, as follows:
| ● | Level 1 inputs are quoted prices available for identical assets and liabilities in active markets. | |
| ● | Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data. | |
| ● | Level 3 inputs are less observable and reflect our own assumptions. |
Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and loans payable to related parties. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and loans payable to related parties approximates fair value because of their short maturities.
Construction Contracts
Revenue recognition: The Company recognizes construction contract revenue using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. Cost of revenue includes an allocation of general overhead cost. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined.
The Company generally provides limited warranties for work performed under its construction contracts with periods typically extending for a limited duration following substantial completion of the Company’s work on a project.
The Company classifies construction-related receivables and payables that may be settled in periods exceeding one year from the balance sheet date, if any, as current assets and liabilities consistent with the length of time of its project operating cycle. For example:
| ● | 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. |
Costs and estimated earnings in excess of billings result when either: 1) costs are incurred related to certain claims and unapproved change orders, or 2) the appropriate contract revenue amount has been recognized in accordance with the percentage-of-completion accounting method, but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract. Claims occur when there is a dispute regarding both a change in the scope of work and the price associated with that change. Unapproved change orders occur when there is a dispute regarding only the price associated with a change in scope of work. For both claims and unapproved change orders, the Company recognizes revenue, but not profit, when it is determined that recovery of incurred cost is probable and the amounts can be reliably estimated.
Change in Estimates:
The Company’s estimates of contract revenue and cost are highly detailed and many factors change during a contract performance period that result in a change to contract profitability. These factors include, but are not limited to, differing site conditions: availability of skilled contract labor: performance of major material suppliers and subcontractors: on-going subcontractor negotiations and buyout provisions: unusual weather conditions: changes in the timing of scheduled work: change orders: accuracy of the original bid estimate: changes in estimated labor productivity and costs based on experience to date: achievement of incentive-based income targets: and the expected, or actual, resolution terms for claims. The factors that cause changes in estimates vary depending on the maturation of the project within its lifecycle. For example, in the ramp-up phase, these factors typically consist of revisions in anticipated project costs and during the peak and close-out phases, these factors include the impact of change orders and claims as well as additional revisions in remaining anticipated project costs. Generally, if the contract is at an early stage of completion, the current period impact is smaller than if the same change in estimate is made to the contract at a later stage of completion. Management focuses on evaluating the performance of contracts individually and uses the cumulative catch-up method to account for revisions in estimates. Material changes in estimates are disclosed in the notes to the consolidated financial statements.
| F-8 |
Concentrations:
At
December 31, 2024, three customers comprised
Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the provision for income tax in the statements of operations. The Company evaluates the probability of realizing the future benefits of its deferred tax assets and provides a valuation allowance when realization of the assets is not reasonably assured.
The Company recognizes in its financial statements the impact of tax positions that meet a “more likely than not” threshold, based on the technical merits of the position. The tax benefits recognized from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
Basic net income (basic net loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
Diluted net income (loss) per common share is computed using the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period.
Recent Accounting Pronouncements
In December, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires public companies to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2024. The Company is currently evaluating ASU 2023-09 and does not expect it to have a material effect on its consolidated financial statements.
Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.
2 - Property and Equipment
Property and equipment is summarized as follows:
December 31, 2024 | December 31, 2023 | |||||||
| Office equipment | $ |
| $ | |||||
| Vehicles | | | ||||||
| Model furnishings and improvements | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and Equipment- net | $ | $ | ||||||
Depreciation
expense for the years ended December 31, 2024 and 2023 was $
| F-9 |
3- Deposits and Costs Coincident to Acquisition of Land for Development
Deposits and costs coincident to acquisition of land for development are summarized as follows:
| December 31, 2024 | December 31, 2023 | |||||||
| Lacey Township, New Jersey, Pines property: | ||||||||
| Cost to acquire property | $ | $ | ||||||
| Site engineering, permits, and other costs | ||||||||
| Total Pines property | ||||||||
| Other deposits: | ||||||||
| Louis Avenue, Bayville, New Jersey-17 units | ||||||||
| Berkeley Terrace – Bayville, New Jersey 70 units | ||||||||
| Autumn Run – Clayton – New Jersey – 62 units | ||||||||
| Other | ||||||||
| Total other deposits | ||||||||
| Total | $ | $ | ||||||
Properties currently owned and either improved or under construction
Berkeley Terrace – Bayville, NJ – 70 approved townhome units
The
Company has been in title to this property since 2021 and finalized an infrastructure and construction finance facility which closed
on 3/31/23. This facility included refinancing the land debt, securing funding for a large portion of the site construction, as well
as funding the first building of
The Company began infrastructure work on the property in June of 2023, with land clearing completed and the site stabilized for soils erosion control. Sanitary sewer, water and drainage has been installed on the entire property.
All building pads have been compacted and completed.
Base paving has been completed and the entire site has been fully improved.
The Company has entered into an agreement with a national builder to deliver improved building sites for this project. It is in the Company’s opinion that the financial advantages inherent in the sale of a portion of the improved lots in this development outweigh the advantages of building and selling or leasing the entire development.
The Company sold two 10-unit building pad sites in 2024. A national builder began vertical construction of Building 8 began in December of 2023, and Building 1 began in July of 2024.
As of September 30, 2024, 20 improved building pads had closed title to the national builder.
The remaining buildable lots will close during 2025 and Q1 of 2026.
Subsequent
event:
| F-10 |
Lacey Township, New Jersey, “Lacey Pines”
Dream
Homes currently owns a parcel approved for
This property has received final approvals, Department of Transportation approval, CAFRA approval, MUA, County, Fire and other outside agency approvals.
Preliminary approval was granted in 2021 and final approval in 2023.
The Company has secured permanent funding to install infrastructure and vertical construction for this project in October of 2023 and retired the previous debt.
Site bonds, escrows and fees have been posted for the property, with clearing having started in the 4th quarter of 2023.
The site improvements and infrastructure work for this development began in March of 2024 and was substantially completed in the 3rd quarter of 2024.
As of 12/31/24, the property has been cleared, top soil removed, earth balance completed, sanitary sewer installed, water mains and laterals installed, on and off-site curb installed and base paving completed.
The Company has entered into an agreement with a national builder to deliver improved building sites for this project. It is in the Company’s opinion that the financial advantages inherent in the sale of a portion of the improved lots in this development outweigh the advantages of building and selling or leasing the entire development.
Subsequent
event:
Louis Avenue – Bayville, NJ – 17 townhome units
The Company was heard before the Berkeley Township Planning Board on October 3, 2020 and the planning board awarded preliminary approvals for 17 townhome units.
The Company acquired this property on August 4, 2021.
The Company received Final approvals on August 8, 2022.
As of this date the Company is pursuing various options for the development of this property, including Build to Lease, sale of the approved parcel to another builder/developer, or sale of the improved parcel to a national builder.
| F-11 |
Autumn Run – Gloucester County – 62 age-restricted manufactured housing units
On December 7, 2018, the Company signed a contract to purchase a property in Gloucester County, NJ, which has since been approved for 62 units of age-restricted manufactured housing. The property currently has final approvals.
The application for a use variance was heard on May 24, 2021 and the variance was approved.
The Company applied for preliminary and final site plan approval and was heard at the April 2023 planning board meeting. Preliminary approval was granted, and the Company submitted for finals in the 4th quarter of 2023. The Company has since received final approvals.
The Company took title to this property in early September of 2023. It is the Company’s intention to develop this property, sell the individual manufactured homes and continue to own and operate the development as a land lease rental property.
Properties under Contract to Purchase and in Development
The Company has signed a contract to obtain approvals, acquire and improve a 96 unit townhome property (of which 80 units are market rate and 16 are Affordable Housing) in Southern Ocean County. This property has been pre-sold on an “as-improved” basis to a national builder.
The initial closing to acquire the property should occur in 2026, with site improvements to begin shortly thereafter. The sale of improved building pads should begin in late 2026 / early 2027.
Summary
These new developments which the Company owns or is in contract to purchase represent significant future earnings in new construction or forward contracts that have been pre-sold. This work will occur over the next 3-4 years and will occur in addition to the custom homes & elevation/renovation division of the business. Management is very positive about these new developments.
Mortgages on Properties Held for Development:
| December 31, 2024 | December 31, 2023 | |||||||
| Lynx Asset Services, LLC | $ | $ | ||||||
| Karbar, LLC | ||||||||
| Briney Ave, LLC | ||||||||
| Anchor Loans, LP-Berkeley and Lacey | ||||||||
| AC Development, LLC | ||||||||
| AVB Development | ||||||||
| Total mortgages payable | ||||||||
| Less current portion | ||||||||
| Long-term portion | $ | $ | ||||||
| F-12 |
4-Loans Payable to Related Parties/Others
Loans payable to related parties are summarized as follows:
| December 31, 2024 | December 31, 2023 | |||||||
| Loans payable-Rich Pezzullo | $ | $ | ||||||
| Loan payable-Dream Homes, LTD | ||||||||
| Loans payable to GPIL | ||||||||
| Total | $ | $ | ||||||
Advances
from the loans bear interest at a rate of
Notes payable - others is summarized as follows:
| December 31, 2024 | December 31, 2023 | |||||||
| Note payable-Chipman Trust | $ | $ | ||||||
| Note payable-LG Funding | ||||||||
| Note payable-MV Development LLC | ||||||||
| Note payable-Channel Partners | ||||||||
Others | ( | ) | ||||||
| Total | $ | $ | ||||||
The
notes have interest ranging from
5 - Common Stock Issuances
In
January 2024,, the Company issued restricted shares for the forgiveness of loans to General Property Investments LLC., a related
party, for $
On
April 24, 2023, the Company issued restricted common shares for compensation valued at $
6 – Income Taxes
As
a result of the Tax Cuts and Jobs Act (Tax Legislation) enacted on December 22, 2017, the United States corporate income tax rate is
The sources of the differences follow:
| Year
ended December 31, 2024 | Year
ended December 31, 2023 | |||||||
| Expected
tax at | $ | $ | ( | |||||
| State income taxes, net of federal income tax benefit | ( | ) | ( | ) | ||||
| Non-deductible stock-based compensation | ||||||||
| Non-taxable loan forgiveness income | ||||||||
| Change in valuation allowance/NOL carryforward | ( | ) | ||||||
| Provision for (benefit from) income taxes | $ | $ | ||||||
7 - Commitments and Contingencies
Construction Contracts
As
of December 31, 2024, the Company was committed under construction contracts outstanding with homeowners and national builders with contract
prices totaling $
| F-13 |
Employment Agreements
The Company currently has no outstanding employment agreements.
Lease Agreements
The
Company has occupied office space located in Forked River, New Jersey for a significant period of time. In May of 2020, the rent was
increased to $
Line of Credit
On
September 15, 2016, DHDC established a $
8 - Related Party Transactions
Dream Homes Ltd. allocated payroll
The Company formerly used the services of Dream Homes Ltd. for its personnel operations.
Beginning in 2024, payroll services and operations are being provided by another a subsidiary of the Company.
For
the three months ended December 31, 2024, the Company’s estimated share of DHL’s gross payroll and payroll taxes were $
9 - Stock Warrants
The Company has no outstanding warrants.
10 - Subsequent Events
The Company has evaluated subsequent events through the date the financial statements are scheduled to be filed and they are as follows.
Subsequent
event: From the Lacey Pines development,
Subsequent
event: From the Berkeley Terrace development,
The Company issued shares of common stock for services.
| F-14 |
ITEM 9. – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. – CONTROLS AND PROCEDURES.
(a) Disclosure Controls and Procedures
The Company is required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its chief executive officer (also its principal executive officer) and its chief financial officer (also its principal financial and accounting officer) to allow for timely decisions regarding required disclosure.
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company’s management, including the Company’s President (“President”), the Company’s principal executive officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation the Company’s CEO, President and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
(b) Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
| ● | 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. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
| 22 |
As of December 31, 2024, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, the Company concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of its internal controls over financial reporting that adversely affected its internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board was (a) the lack of a functioning audit committee, (b) there are insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements, (c) there is a lack of expertise with US generally accepted accounting principles and SEC rules and regulations for review of critical accounting areas and disclosures and material non-standard transactions and (d) lack of effective oversight during the financial close process resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. The aforementioned material weaknesses were identified by the Company’s management in connection with the review of its financial statements for the year ended December 31, 2024.
Management believes that the material weaknesses set forth above did not have an effect on its financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors, coupled with not having individuals on staff or retainer with a thorough knowledge of US GAAP and SEC rules and regulations and lack of effective oversight on the financial close process results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in its financial statements in future periods.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by its registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
Remediation Plan
Management is sensitive to the issues presented and intends to take appropriate action when the Company’s financial resources permit. Management will continue to review and make necessary changes to the overall design of its internal control environment.
| 23 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Family Relationships
There are no family relationships among any of our officers or directors.
Indemnification of Directors and Officers
Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors to the fullest extent permitted by Nevada law.
Limitation of Liability of Directors
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.
Election of Directors and Officers
Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater-than-ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the date of this filing they were all current in their filings.
Code of Ethics
A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:
| 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. |
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We have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Our decision to not adopt such a code of ethics results from our having a small management structure for the Company. We believe that the limited interaction which occurs having such a small management structure for the Company eliminates the current need for such a code, in that violations of such a code would be reported to the party generating the violation.
Corporate Governance
We currently do not have standing audit, nominating and compensation committees of the board of directors, or committees performing similar functions. Until formal committees are established, our entire board of directors will perform the same functions as an audit, nominating and compensation committee.
DIRECTORS AND EXECUTIVE OFFICERS
The name, age and titles of our executive officers and directors are as follows:
Name and Address of Executive Officer and/or Director |
Age | Position | ||
| Vincent C. Simonelli | 59 | President, Treasurer, and Director (Principal Executive, Financial and Accounting Officer) | ||
| Christopher Dietrich, Esq. | 78 | SEC Council, Director | ||
| Richard Pezzullo | 67 | Director | ||
| Valerie Jones | 54 | Senior Vice-president, Board Secretary |
AUDIT COMMITTEE
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive.
ITEM 11. EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the years ended December 31, 2024 and 2023.
Summary Compensation Table
| 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 | 2024 | $ | 80,600 | -0- | $ | -0- | -0- | -0- | -0- | $ | |||||||||||||||||||||||||
| President, CEO | 2023 | $ | 80,600 | -0- | $ | 155,000 | $ | -0- | -0- | -0- | -0- | $ | 233,000 | ||||||||||||||||||||||
| and Treasurer | |||||||||||||||||||||||||||||||||||
| Valerie Jones | 2024 | $ | 71,500 | -0- | $ | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||||
| Secretary | 2023 | $ | 63,700 | -0- | $ | 30,000 | $ | 18,127 | -0- | -0- | -0- | $ | 88,600 | ||||||||||||||||||||||
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There are no current employment agreements between the company and its officers.
Note (a): These payroll amounts represent allocated payroll paid by a subsidiary company.
CHANGE OF CONTROL
As of December 31, 2024, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides certain information regarding the ownership of our common stock, as of December 31, 2024 and as of the date of the filing of this annual report by:
| ● | 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 | 27,285,971, shares of common stock (1) | 57.55 | % | ||||
| Common Stock | Valerie
Jones Secretary | 1,980,000 shares of common stock | 4.18 | % | ||||
| Common Stock | Richard
Pezzullo Director | 668,000 shares of common stock | 1.41 | % | ||||
| Common Stock | Athena. Monahan* | 3,000,0000 shares of common stock | 6.33 | % | ||||
| Common Stock | Roger L. Fidler Esq. | 1,650,000 shares of common stock | 3.48 | % | ||||
| All officers and directors (3 persons) | 29,933,971 shares of common stock | 63.13 | % | |||||
The percent of class is based on 47,414,493 shares of common stock issued and outstanding as of December 31, 2024.
(1) Includes 3,509,996 shares owned by Dream Homes Ltd. (DHL) and 9,265,975 shares owned by General Property Investments LLC (GPIL). Mr. Simonelli owns 80% of DHL and 100% of GPIL.
*Athena Monahan is the heir to the shares of Mr. Monahan, her husband.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None at this time.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During fiscal year ended December 31, 2024 and 2023, we incurred approximately $29,500 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the quarterly reviews of our financial statements.
| 2024 | 2023 | |||||||
| Audit Fees | $ | 29,500 | $ | 29,500 | ||||
| Tax Fees | Nil | Nil | ||||||
| All Other Fees | Nil | Nil | ||||||
| Total | $ | 29,500 | $ | 29,500 | ||||
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PART IV
Item 15. Exhibits
The following exhibits are filed as part of this annual report.
(1) Previously filed.
(*) Filed herewith.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dream Homes & Development Corporation | ||
Dated: April 15th, 2025 |
By: | /s/ Vincent Simonelli |
| Vincent Simonelli, President, Principal Executive and Financial and Accounting Officer | ||
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