Dream Homes & Development Corp 10-Q for FY2025 Q1
Dream Homes & Development Corp. (DREM)
About this 10-Q
Dream Homes & Development Corp filed this 10-Q on May 19, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.11M
- up 43.3% from $1.47M a year earlier
- Net loss
- $7338
- compared with a net loss of $122.62K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For the Quarterly Period Ended
For the transition period from __________ to __________
Commission File No.
(Exact Name of Registrant As Specified In Its Charter)
|
(State Or Other Jurisdiction Of Incorporation Or Organization) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices and Zip Code)
Registrant’s Telephone Number, Including Area Code:
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has
submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, or “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐
Accelerated Filer ☐
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐
No
The number of shares outstanding of the registrant’s common stock, as of May 19, 2025 was .
DREAM HOMES & DEVELOPMENT CORPORATION
TABLE OF CONTENTS
| 2 |
DREAM HOMES AND DEVELOPMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts | ||||||||
| 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 March 31, 2025 and December 31, 2024, there are shares outstanding | ||||||||
| Common stock; shares authorized, $ par value, as of March 31, 2025 and December 31, 2024, 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-1 |
DREAM HOMES AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| 2025 | 2024 | |||||||
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| 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-2 |
DREAM HOMES AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
| Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||
| Common stock issued and to be issued | Additional Paid-in | Accumulated | Non Controlling | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Shares issued for related party debt conversion | ||||||||||||||||||||||||
| Net income (loss) | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||
| Capital contribution | - | |||||||||||||||||||||||
| Distribution | - | ( | ) | ( | ) | |||||||||||||||||||
| Net income (loss) | - | ( | ) | |||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
DREAM HOMES AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2025 | 2024 | |||||||
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| 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 | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| 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 from loans payable-others | ||||||||
| Proceeds from loans payable to related parties | ||||||||
| Proceeds from mortgages | ||||||||
| Payments on mortgages | ( | ) | ||||||
| Distributions | ( | ) | ||||||
| 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 | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
DREAM HOMES & DEVELOPMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2025 and 2024
(Unaudited)
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 as well as a blog, located at http://blog.dreamhomesltd.com.
Principles of Consolidation
The consolidated financial statements include the accounts of DHDC and its wholly owned subsidiaries (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.
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. |
| F-5 |
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 depreciation, amortization and 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-6 |
Concentrations:
At
March 31, 2025, three customers comprised
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.
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.
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.
| F-7 |
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:
Schedule of Property and Equipment
| March 31, 2025 | December 31, 2024 | |||||||
| Office equipment | $ | $ | ||||||
| Vehicles | ||||||||
| Model furnishings and improvements | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and Equipment- net | $ | $ | ||||||
Depreciation
expense for the three months ended March 31, 2025 and 2024 was $
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:
Schedule of Deposits and Costs Coincident to Acquisition of Land for Development
| March 31, 2025 | December 31, 2024 | |||||||
| Louis Avenue, Bayville, New Jersey-17 units | ||||||||
| Autumn Run – Clayton – New Jersey – 62 units | ||||||||
| Other | ||||||||
| 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.
| F-8 |
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:
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.
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-9 |
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
Southern Ocean 1: 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.
Southern Ocean 2: The Company has signed a letter of intent and contract to obtain approvals, acquire and improve a 120 unit townhome property (of which 100 units are market rate and 20 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 2027, with site improvements to begin shortly thereafter. The sale of improved building pads should begin in late 2027.
Gloucester County: The Company has signed a letter of intent and contract to obtain approvals, acquire and improve a 70 unit property in Gloucester County. This property will be developed as a manufactured home community.
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.
4- Inventories
Inventories are summarized as follows:
Schedule of Inventories
| March 31, 2025 | December 31, 2024 | |||||||
| Berkeley Terrace | ||||||||
| Lacey Pines | ||||||||
| Venture – Construction in progress | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
5. Mortgages on Properties Held for Development:
Schedule Mortgages on Properties Held for Development
| March 31, 2025 | December 31, 2024 | |||||||
| Lynx Asset Services, LLC | $ | $ | ||||||
| Anchor Loans, LP | ||||||||
| AC Development, LLC | ||||||||
| AVB Development | ||||||||
| Total mortgages payable | ||||||||
| Less current portion | ||||||||
| Long-term portion | $ | $ | ||||||
| F-10 |
6-Notes Payable-Others/Loans Payable to Related Parties
Loans payable to related parties is summarized as follows:
Schedule of Loans Payable to Related Parties
| March 31, 2025 | December 31, 2024 | |||||||
| Loan payable-Dream Homes, LTD | $ | $ | ||||||
| Loans payable to GPIL | ||||||||
| Other related party loans | ||||||||
| Total | $ | $ | ||||||
Advances
from the loans bear interest at a rate of
Notes payable - others is summarized as follows:
Schedule of Notes Payable - Others
| March 31, 2025 | December 31, 2024 | |||||||
| Note payable-Chipman Trust | $ | $ | ||||||
| Note payable-Channel Partners | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The
above notes bear interest ranging from
7 - Common Stock Issuances
In
January 2025, the Company issued restricted shares for services, valued at $
In
January 2024, the Company issued restricted shares for the forgiveness of loans to Dream Homes Ltd., a related party, for $
8 – 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:
Schedule of States Federal Income Tax rate Income Loss Before Income Taxes
| Three months ended | ||||||||
| March 31, 2025 | March 31, 2024 | |||||||
| Expected tax at statutory rates | $ | $ | ( | ) | ||||
| 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 | $ | $ | ||||||
| F-11 |
9- Commitments and Contingencies
Construction Contracts
As
of March 31, 2025, the Company was committed under construction contracts outstanding with homeowners and investors with contract prices
totaling $
Consulting Contracts
In March of 2025, the company entered into a consulting contract for the procurement of a use variance and full real estate approvals for a day spa located in central Ocean County. The company is being paid a monthly consulting fee to manage the development team and bring the property through approvals and will ultimately perform the site work, and construction of the buildings.
This agreement is scheduled to run through mid 2027.
Employment Agreements
The Company currently has no outstanding employment agreements.
Lease Agreements
The
Company has occupied office space located in Forked River, New Jersey. Commencing April 2017, the Company originally paid monthly rent
of $
Line of Credit
On
September 15, 2016, DHDC established a $
10. 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 subsidiary of the Company.
For
the three months ended March 31, 2025 the Company’s estimated share of DHL’s gross payroll and payroll taxes were $
11 - Stock Warrants
The Company has no outstanding warrants.
12 – Subsequent Events
The Company has evaluated subsequent events through the date the financial statements are scheduled to be filed and have the following notes and comments.
The Company has no other subsequent events that required disclosure.
| F-12 |
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Quarterly Report on Form 10-Q and other written reports and oral statements made from time to time by the Company may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. One can identify these forward-looking statements by their use of words such as “expect,” “plan,” “will,” “may,” “anticipate,” “believe,” “estimate,” “should,” “intend,” “forecast,” “project” the negative or plural of these words, and other comparable terminology. One can identify them by the fact that they do not relate strictly to historical or current facts. statements are likely to address the Company’s growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from the Company’s forward-looking statements. These factors include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. The Company does not assume the obligation to update any forward-looking statement. One should carefully evaluate such statements in light of factors described in the Company’s filings with the SEC, especially the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. In various filings the Company has identified important factors that could cause actual results to differ from expected or historic results. One should understand that it is not possible to predict or identify all such factors. Consequently, the reader should not consider any such list to be a complete list of all potential risks or uncertainties.
Use of Terms
The following discussion analyzes our financial condition and results of operations for the three months ended March 31, 2025 and 2024. Unless the context indicates or suggests otherwise, reference to “we”, “our”, “us” and the “Company” in this section refers to the operations of Dream Homes & Development Corporation (DHDC),
PLAN OF OPERATION
Overview
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.
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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.
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RESULTS OF OPERATIONS – DREAM HOMES & DEVELOPMENT CORPORATION
The summary below should be referenced in connection with a review of the following discussion of our results of operations for the three months ended March 31, 2025 and 2024.
STATEMENTS OF OPERATIONS
For the three months ended March 31, 2025 and 2024
(Unaudited)
| 2025 | 2024 | |||||||
| Revenue: | ||||||||
| Construction contracts | $ | 2,111,671 | $ | 1,473,735 | ||||
| Cost of construction contracts | 1,633,264 | 1,240,320 | ||||||
| Gross profit | 478,407 | 233,415 | ||||||
| Operating Expenses: | ||||||||
| Selling, general and administrative, including stock based compensation of $25,300 and $0, respectively | 245,564 | 331,717 | ||||||
| Depreciation expense | 5,789 | - | ||||||
| Total operating expenses | 251,353 | 331,717 | ||||||
| Income (loss) from operations | 227,054 | (98,302 | ) | |||||
| Other income (expenses): | ||||||||
| Interest expense | (16,497 | ) | (19,050 | ) | ||||
| Loss on debt settlement | (9,500 | ) | - | |||||
| Other income | 45,593 | - | ||||||
| Total other income (expenses) | 19,596 | (19,050 | ) | |||||
| Net income (loss) before income taxes | 246,650 | (117,352 | ) | |||||
| Provision for income taxes | (81,555 | ) | (5,266 | ) | ||||
| Net income (loss) | $ | 165,095 | $ | (122,618 | ) | |||
Revenues
For the three months ended March 31, 2025 and 2024, revenues were $2,111,671 and $1,473,735, respectively.
The increase in revenue was due to ongoing property development.
Cost of Sales
For the three months ended March 31, 2025 and 2024, cost of construction contracts were $1,633,264 and $1,240,320, respectively. The increase is due to the sale of property held for development, and its associated cost in 2025.
Operating Expenses
Operating expenses reduced by $80,363 from $331,717 in 2024 to $251,354 in 2025.
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Liquidity and Capital Resources
As of March 31, 2025 and December 31, 2024, our cash balance was $334,726 and $1,054,046, respectively, total assets were $9,566,575 and $11,521,321, respectively, and total current liabilities amounted to $4,265,374 and $5,692,536, respectively, including loans payable to related parties of $650,591 and $666,991, respectively. As of March 31, 2025 and December 31, 2024, the total stockholders’ equity was $48,564 and $47,414, respectively. We may seek additional capital to fund potential costs associated with expansion and/or acquisitions.
Inflation
The impact of inflation on the costs of our company, and the ability to pass on cost increases to clients over time may be limited and is always dependent upon market conditions. At times, inflationary pressures have had a significant impact on our operations, and we anticipate that inflationary factors may have an 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this Form 10-Q, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s President concluded that the Company’s disclosure controls and procedures are not effective 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 President, as appropriate, to allow timely decisions regarding required disclosure.
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PART II - OTHER INFORMATION
Item 1. 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosure
Not Applicable.
Item 5. Other Information.
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Item 6. Exhibits.
The following exhibits are included with this filing:
3.1* Articles of Incorporation (Form S-1 Registration No. 333-174674 filed June 2, 2011).
3.2* By-laws (Form S-1 Registration No. 333-174674 filed June 2, 2011).
4.1* Specimen Stock Certificate (Form S-1 Registration No. 333-174674 filed June 2, 2011).
31 Sarbanes-Oxley Section 302 certification by Vincent Simonelli
32 Sarbanes-Oxley Section 906 certification by Vincent Simonelli
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Previously filed and Incorporated by reference.
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SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned; duly authorized.
| Date: | Dream Homes & Development Corporation | |
| May 19, 2025 | ||
| By: | /s/ Vincent Simonelli | |
| Vincent Simonelli | ||
| Chief Executive Officer and Chief Financial Officer | ||
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EXHIBIT 31
CERTIFICATIONS
I, Vincent C. Simonelli, certify that:
1. I have reviewed this quarterly report of Dream Homes & Development Corporation.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as 4efined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
| Date: May 19, 2025 | |
| /s/ Vincent C. Simonelli | |
| CEO and CFO |
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Dream Homes & Development Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2025 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Vincent C. Simonelli, CEO and CFO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Vincent C. Simonelli | |
| CEO and CFO |
Dated: May 19, 2025
A signed original of this written statement required by Section 906 has been provided to Dream Homes & Development Corporation and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.