UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended September 30, 2017

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission File No. 333-174674

 

DREAM HOMES & DEVELOPMENT CORPORATION

(Exact Name of Registrant As Specified In Its Charter)

 

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

 

314 South Main Street Forked River, New Jersey 08731

(Address of Principal Executive Offices and Zip Code)

 

609 693 8881

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 X  No ___

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 ___ No _X_

 

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,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer [  ] Accelerated Filer [  ] Non-Accelerated Filer [  ] Smaller Reporting Company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes __ No X_

 

The number of shares outstanding of the registrant’s common stock, as of November 15, 2017, was 24,000,953.

 

 

 

DREAM HOMES & DEVELOPMENT CORPORATION

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION	3
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheet	3
Consolidated Statements of Operations	4
Consolidated Statements of Cash Flow	6
Notes to Consolidated Financial Statements	7-19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION	20-26
RESULTS OF OPERATIONS	27-29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	29
ITEM 4. CONTROLS AND PROCEDURES	30
PART II. OTHER INFORMATION	30
ITEM 1. LEGAL PROCEEDINGS	30
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	30
ITEM 3. DEFAULTS UPON SENIOR SECURITIES AND CONVERTIBLE NOTES	30
ITEM 4. OTHER INFORMATION	30
ITEM 5. EXHIBITS	30
SIGNATURES	31

 

 

PART 1 - FINANCIAL INFORMATION

 

DREAM HOMES & DEVELOPMENT CORPORATION

 

CONSOLIDATED BALANCE SHEETS

 

		September 30, 2017				December 31, 2016
			Unaudited
ASSETS
CURRENT ASSETS
Cash		$	190,769			$	266,709
Accounts receivable			404,133				115,652
Costs and estimated earnings in excess of billings			122,834				57,706
Total current assets			717,736				440,067
PROPERTY AND EQUIPMENT, net			10,372				-
OTHER ASSETS
Security deposit			2,200				-
Deposits and costs coincident to acquisition of land for development			144,322				20,000
Total assets		$	874,630			$	460,067
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	367,160			$	94,854
Billings in excess of costs and estimated earnings			286,035				283,114
Accrued income taxes			16,327				-
Loans payable to related parties			15,743				14,743
Total current liabilities			685,265				392,711
STOCKHOLDERS’ EQUITY
Preferred stock; 5,000,000 shares authorized, $.001 par value, as of September 30, 2017 and December 31, 2016, there are no shares outstanding			-				-
Common stock; 70,000,000 shares authorized, $.001 par value, as of September 30, 2017 and December 31, 2016, there are 24,000,953 and 23,733,524 shares outstanding, respectively; and 100,000 shares committed not yet issued at December 31, 2016			24,001				23,833
Additional paid-in capital			1,456,090				1,407,855
Accumulated deficit			(1,290,726	)			(1,364,332	)
Total stockholders’equity			189,365				67,356
Total liabilities and stockholders’ equity		$	874,630			$	460,067

 

The accompanying notes are an integral part of these financial statements.

 

 

DREAM HOMES & DEVELOPMENT CORPORATION

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Nine months ended September 30, 2017				Nine months ended September 30, 2016
		Unaudited				Unaudited
Revenue:
Construction contracts		$	2,321,300			$	58,977
Educational software and products			-				21
Total revenue			2,321,300				58,998
Cost of construction contracts			1,631,894				41,339
Gross profit			689,406				17,659
Operating Expenses:
Selling, general and administrative, including stock based compensation of $ 32,403 and $ 2,500, respectively			598,245				32,006
Depreciation expense			1,228				-
Amortization of capitalized curriculum development costs			-				23,100
Total operating expenses			599,473				55,106
Income (loss) from operations			89,933				(37,447	)
Other expenses (income):
Interest expense			-				5,625
Amortization of debt discounts			-				4,166
Consulting fee income			-				(2,558	)
Total other expenses (income)			-				7,233
Net income (loss) before income taxes			89,933				(44,680	)
Provision for income taxes			16,327				-
Net income (loss)		$	73,606			$	(44,680	)
Basic and diluted income (loss) per common share		$	.00			$	(.00	)
Weighted average common shares outstanding-basic and diluted			23,902,987				17,281,086

 

The accompanying notes are an integral part of these financial statements.

 

 

DREAM HOMES & DEVELOPMENT CORPORATION

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Three months ended September 30, 2017				Three months ended September 30, 2016
		Unaudited				Unaudited
Revenue:
Construction contracts		$	559,429			$	58,977
Educational software and products			-				-
Total revenue			559,429				58,977
Cost of construction contracts			398,919				41,339
Gross profit			160,510				17,638
Operating Expenses:
Selling, general and administrative, including stock based compensation of $ 29,603 and $ 2,500, respectively			258,363				21,507
Depreciation expense			881				-
Amortization of capitalized curriculum development costs							7,700
Total operating expenses			259,244				29,207
Income (loss) from operations			(98,734	)			(11,569	)
Other expenses (income):
Interest expense			-				1,875
Amortization of debt discounts			-				-
Total other expenses (income)			-				1,875
Net income (loss) before income taxes			(98,734	)			(13,444	)
Provision for income taxes			(27,564	)			-
Net income (loss)		$	(71,170	)		$	(13,444	)
Basic and diluted income (loss) per common share		$	(.00	)		$	(.00	)
Weighted average common shares outstanding-basic and diluted			23,992,686				19,234,659

 

The accompanying notes are an integral part of these financial statements.

 

 

DREAM HOMES & DEVELOPMENT CORPORATION

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Nine months ended September 30, 2017 Unaudited				Nine months ended September 30, 2016 Unaudited
OPERATING ACTIVITIES
Net income (loss)		$	73,606			$	(44,680	)
Adjustments to reconcile net income (loss) to net cash provided (used) in operating activities:
Amortization of capitalized curriculum development costs			-				23,100
Depreciation expense			1,228				-
Amortization of debt discounts			-				4,166
Stock-based compensation			32,403				2,500
Changes in operating assets and liabilities:
Accounts receivable			(288,481	)			(55,245	)
Costs in excess of billings and estimated earnings			(65,128	)			-
Accounts payable and accrued expenses			272,506				50,174
Billings in excess of costs and estimated earnings			2,921				56,997
Accrued income taxes			16,327				-
Net cash provided in operating activities			45,382				37,012
INVESTING ACTIVITIES
Purchase of office equipment and vehicles			(5,800	)			-
Security deposits			(2,200	)			-
Deposits and costs coincident to acquisition of land for development			(114,322	)			-
Net cash (used) in investing activities			(122,322	)			-
FINANCING ACTIVITIES
Proceeds from loans payable to related parties			1,000				24,883
Repayments of loans payable			-				(3,000	)
Net cash (used) by financing activities			1,000				21,883
NET INCREASE (DECREASE) IN CASH			(75,940	)			58,895
CASH BALANCE, BEGINNING OF PERIOD			266,709				2,298
CASH BALANCE, END OF PERIOD		$	190,769			$	61,193
Supplemental Disclosures of Cash Flow Information:
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-
Non-Cash Investing and Financing Activities:
71,429 restricted shares of common stock issued to Dream Homes, Ltd. for refundable deposit under contract rights to develop land (see Notes 3 and 5)		$	10,000			$	-
Issuance of common stock to Dream Homes, Ltd. for vehicles		$	6,000			$	-
Issuance of 2,000,000 shares of common stock in satisfaction of loans payable to General Property Investments LLC		$	-			$	20,000

 

The accompanying notes are an integral part of these financial statements.

 

 

DREAM HOMES & DEVELOPMENT CORPORATION

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 30, 2017 and 2016 (Unaudited)

 

Note 1 - Significant Accounting Policies

 

Nature of Operations

 

Dream Homes & Development Corporation (DHDC) is a regional builder and developer of new single-family homes and subdivisions, as well as a market leader in coastal construction, elevation and mitigation. In the five years that have passed since Superstorm Sandy flooded 30,000 owner-occupied homes, DHDC, an affiliated entity Dream Homes Ltd. (DHL) and other entities that management has been involved with, have helped hundreds of homeowners to rebuild or raise their homes to comply with new FEMA requirements.

 

In addition to the coastal construction market, DHDC will continue to pursue opportunities in new single and multi-family home construction, with 2 new developments totaling 71 units under contract and in development. DHDC’s operations include the development and sale of a variety of residential communities, including construction of semi-custom homes, entry-level and first time move-up single-family and multi-family homes.

 

In addition to the New Jersey market, the Company, through its Dream Building LLC subsidiary, has become licensed in Florida to pursue recent opportunities for elevation, restoration, renovation and new construction brought about by the damage caused by recent hurricanes. Initial markets to be targeted are located primarily in the southwest portion of the state, between Naples and Cape Coral.

 

In addition to the Company’s construction operations, the Company holds a bi-monthly “Dream Homes Nearly Famous Rebuilding Seminar”, and publishes an informational blog known as the “Dream Homes Rebuilding Blog”. The Rebuilding Seminar is an educational tool for homeowners who need rebuilding or renovations. This seminar has been presented steadily since early 2013, and is designed to educate and assist homeowners in deciphering the confusion about planning and executing complex residential construction projects. A professional team attends each seminar and presents on a diverse variety of topics, including expert advice from architects, engineers, finance people, attorneys, project managers, elevation professionals and builder/general contractors. The “Dream Homes Rebuilding Blog” is an educational platform written by Vincent Simonelli, which offers comprehensive advice on all aspects of construction, finance, development and real estate. The Blog is located at http://blog.dreamhomesltd.com.

 

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 75,000,000 shares of capital stock authorized, of which 70,000,000 shares are common shares ($.001 par value), and 5,000,000 shares are preferred shares ($.001 par value). 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.

 

Due to the Company’s change in focus to its construction business, the Company wrote off the remaining unamortized capitalized curriculum development costs of $20,534 at December 31, 2016.

 

 

Construction Business

 

On August 19, 2016, Virtual Learning acquired 4.5% of Dream Homes, Ltd. (“DHL”), 100% of Dream Building, LLC (“DBL”) , a wholly owned subsidiary of DHL, and use of all construction licensing and registrations held by Atlantic Northeast Construction LLC (“ANCL”), a wholly owned subsidiary of DHL, in exchange for the issuance of 2,225,000 shares of Virtual Learning common stock to DHL at an agreed price of $.05 per common share.

 

The majority stockholder and chief executive officer of DHL is also the controlling stockholder and chief executive officer of Virtual Learning. As Virtual Learning and DHL were entities under common control, the acquired assets were reflected by Virtual Learning at DHL’s $0 carrying amount on the date of transfer pursuant to Accounting Standards Codification (“ASC”) 805-50-30-5.

 

From August 19, 2016 to August 23, 2016, Virtual Learning acquired the rights to complete 6 in process construction contracts of ANCL in exchange for the issuance of 2,287,367 shares of Virtual Learning common stock to DHL at an agreed price of $.05 per common share for those ANCL contracts. As Virtual Learning and DHL were entities under common control, the acquired rights were reflected at DHL’s $0 carrying amount on the date of transfer pursuant to ASC 805-50-30-5.

 

Interim Financial Statements

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they may not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.

 

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2016, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Conditions and Results of Operations, for the year ended December 31, 2016. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of DHDC and its wholly owned subsidiary DBL (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 five years. Repairs and maintenance costs are expensed as incurred, and renewals and betterments are capitalized.

 

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.

 

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.

 

Capitalized Curriculum Development Costs

 

Capitalized curriculum development costs totaling $154,000 were incurred through August 2012 (when the related courses became available for sale to customers). From September 1, 2012 to December 31, 2016, the costs were amortized on a straight line basis using a five year life. Due to the Company’s change in focus to its construction business, the Company wrote off the remaining unamortized capitalized curriculum development costs of $20,534 at December 31, 2016.

 

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.

 

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, if dilutive.

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification “ASC” Topic 606). The purpose of this ASU is to converge revenue recognition requirements per GAAP and International Financial Reporting Standards (“IFRS”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this ASU were effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption not permitted by the FASB; however, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date after public comment respondents supported a proposal to delay the effective date of this ASU to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We are currently evaluating the impact of this ASU on our financial position, results of operations and cash flows.

 

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.

 

Note 2 - Property and Equipment

 

Property and equipment is summarized as follows:

 

		September 30, 2017				December 31, 2016
		Unaudited
Office equipment		$	4,115			$	4,115
Vehicles			24,565				-
Less: Accumulated depreciation			(18,308	)			(4,115	)
Property and Equipment- net		$	10,372			$	-

 

Depreciation expense for the nine months ended September 30, 2017 and 2016 was $1,228 and $-0-, respectively.

 

 

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:

 

		September 30, 2017				December 31, 2016
		(Unaudited)
Lacey Township, New Jersey, Pines contract:
Deposit		$	10,000			$	10,000
Cost to acquire contract			10,000				10,000
Site engineering, permits, and other costs			99,025				-
Total Lacey Township, New Jersey contract			119,025				20,000
Berkeley Township, New Jersey, Tallwoods contract:
Deposit			10,000				-
Site engineering, permits, and other costs			15,297				-
Total Berkeley Township, New Jersey contract			25,297				-
Total		$	144,322			$	20,000

 

Lacey Township, New Jersey, “Dream Homes at the Pines”, Contract

 

On December 15, 2016, the Company acquired from General Development Corp. (“GDC”) rights to a contract to purchase over 9 acres of undeveloped land without amenities in Lacey Township, New Jersey (the “Lacey Contract or Dream Homes at the Pines”) for $15,000 cash (paid in December 2016) and 100,000 restricted shares of Company common stock (issued in April 2017) valued at $5,000. GDC acquired the rights to the contract from DHL on December 14, 2016 for $10,000 cash. As discussed in Note 8, Commitments and Contingencies under Line of Credit, the Company also has an available line of credit of $50,000 with GDC.

 

The Lacey Contract between DHL and the seller of the land was dated March 18, 2016 and provides for a $1,000,000 purchase price with closing on or about 60 days after memorialization of final Development Approvals has been obtained. DHL paid the seller a $10,000 refundable deposit in March 2016 pursuant to the Lacey Contract. In the event the transaction has not closed on at least a portion of the property within 24 months of the completion of the Due Diligence Period (as may be extended by two 6- month extensions), the seller has the option of terminating the contract. Notwithstanding this provision, the Company retains the right at all times to waive any remaining contingencies and proceed to close on the property.

 

At this time, the contract is in good standing and there is no risk of cancellation. As per the contract, the Company is required to close on this property no later than March 18, 2019, which date is inclusive of the 24 months development period, and 2 additional 6-month extensions.

 

 

Due diligence for the above property was completed as of May 17, 2016, and all costs were incurred by Dream Homes Ltd., which was in the contract for the property at the time. No additional costs for due diligence have been incurred by the Company, nor are any anticipated. The Company will incur all current costs associated with this property necessary to obtain all approvals, acquire the land, install the infrastructure and prepare the property to commence construction.

 

In order to obtain all developmental approvals and be prepared to begin installing infrastructure, various permits and engineering work are required. These permits include but are not limited to township subdivision, county, municipal utility authority, CAFRA (NJ Department of Environmental Protection) and NJ Department of Transportation. To date, design engineering has been completed and a CAFRA application has been prepared and submitted to the environmental scientist, along with a check for $36,750 payable to the NJ DEP. Application for this permit was made in April 2017. As of this date, the CAFRA application is in the 30-day public comment period, and a permit is expected in January 2018. Lacey Township Planning Board meetings are scheduled for November 13,^, 2017 and December 11, 2017.

 

It is anticipated that complete development approvals will cost approximately $40,000 more to complete. In addition to these approval costs and acquisition costs, infrastructure costs are anticipated to cost approximately $1,000,000. The total amount of funding required to acquire and make this property ready for home construction is approximately $2,090,000 as of September 30, 2017.

 

The Company may need to seek loans from banks to finance this project. 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 Corporation to provide those guarantees, the financing of the deal may be adversely affected. The exact amount of funding required for this 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 to the property.

 

Berkeley Township, New Jersey, “Dream Homes at Tallwoods”, Contract

 

On March 1, 2017, the Company acquired from DHL rights to a contract to purchase over 7 acres of land in Berkeley Township, NJ (the “Tallwoods Contract or Dream Homes at Tallwoods”) for 71,429 restricted shares of Company common stock (issued in April 2017). The Tallwoods Contract between DHL and the seller of the land was dated January 5, 2017 and provides for a $700,000 purchase price with closing on or about 60 days after final development approvals have been obtained and memorialized. DHL paid the seller a refundable $10,000 deposit in January 2017 pursuant to the Tallwoods contract.

 

The due diligence period associated with this property expired on March 4, 2017 and all costs associated with same were paid by Dream Homes Ltd. prior to the expiration date. The Company will incur no further costs related to the due diligence aspect of this purchase. The Company will incur all current and future costs associated with this property necessary to obtain all approvals, acquire the land and prepare the property to commence construction.

 

The land is currently improved with streets and all public utilities in place. As such, the necessary steps required to bring the property through the approval process involve primarily design engineering. Since the property is on an improved street, a major subdivision application will be filed with the township, which will create 13 conforming buildable lots from the existing single 7 acre parcel. Accordingly, the remaining costs will primarily involve engineering and approval costs, as opposed to costs associated with the installation of infrastructure.

 

 

At this time, the Company estimates that the total engineering and approval costs will be approximately $40,000. The amount of money required to purchase the property is $700,000 of which $10,000 is currently on deposit. The Company has made application to the Berkeley Township Zoning Board.

 

In the event the transaction has not closed on at least a portion of the Property within 12 months of the completion of the Due Diligence Period (as may be extended by two 6-month extensions), the seller has the option of terminating the contract. Notwithstanding this provision, the Company retains the right at all times to waive any remaining contingencies and proceed to close on the property.

 

The Company may need to seek loans from banks to finance this project. 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 Corporation to provide those guarantees, the financing of the deal may be adversely affected. The exact amount of funding required for this 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 to the property.

 

4-Loans Payable to Related Parties

 

Loans payable to related parties is summarized as follows:

 

		September 30, 2017				December 31, 2016
			(Unaudited)
Loans payable to chief executive officer		$	11,525			$	11,525
Loans payable to GPIL (see Note 5)			3,118				3,118
Loan payable to DHL			1,100				100
Total		$	15,743			$	14,743

 

All the loans above are non-interest bearing and due on demand.

 

5 - Common Stock Issuances

 

On August 18, 2016, DHDC issued 2,000,000 restricted shares of common stock to GPIL in satisfaction of $20,000 loans payable (see Note 4).

 

On August 19, 2016 (see Note 1), DHDC issued 2,225,000 restricted shares of common stock to Dream Homes Ltd. for a 4.5% equity interest in Dream Homes Ltd. and certain other assets, at an agreed price of $.05 per share.

 

From August 19, 2016 to August 23, 2016 (see Note 1), DHDC issued a total of 2,287,367 restricted shares of common stock to Dream Homes Ltd. for rights to complete 6 in process construction contracts of Atlantic Northeast Construction LLC, a wholly owned subsidiary of Dream Homes Ltd. at an agreed price of $.05 per share.

 

On August 19, 2016, DHDC issued 250,000 restricted shares of common stock to Mr. Roger Fidler for legal services. The 250,000 shares were valued at $2,500 (or $.01 per share), which amount was expensed in the three months ended September 30, 2016.

 

On October 13, 2016, DHL assigned 100,000 restricted shares of Company common stock it held to a minority shareholder of DHL. This minority shareholder of DHL had contributed $100,000 out of approximately $500,000 in a private placement of common stock of DHL in 2010. In addition, this minority stockholder of DHL also received 275,000 restricted shares from DHL in 2011 for consulting services. Accordingly, the Company has not deemed it appropriate to measure stock-based compensation relating to the 100,000 shares assigned by DHL to its minority stockholder.

 

On October 21, 2016, DHDC issued 160,000 restricted shares of common stock to an individual for accounting services. The 160,000 restricted shares were valued at $8,000 (or $.05 per share), which amount was expensed in the three months ended December 31, 2016.

 

On December 29, 2016, DHDC issued a total of 326,857 restricted shares of common stock to convertible noteholders for their notes and accrued interest totaling $65,371.

 

 

On December 29, 2016, DHDC issued a total of 180,000 restricted shares of common stock (50,000 shares to the Company’s chief executive officer, 50,000 shares to the Company’s secretary, 10,000 shares each to our two outside directors, and a total of 60,000 shares to four other individuals, principally DHL employees, for services rendered. The 180,000 shares were valued at $9,000 (Company officers and outside directors- $6,000, DHL employees-$3,000) (or $.05 per share), which amount was expensed in the three months ended December 31, 2016.

 

On February 22, 2017, DHDC issued 56,000 restricted shares of common stock to Green Chip Investor Relations pursuant to an Investor Relations and Consulting Services Agreement (see Note 8). The 56,000 restricted shares were valued at $2,800 ( or $.05 per share), which amount was expensed in the three months ended March 31, 2017.

 

On March 1, 2017, DHDC committed to issue 71,429 restricted shares of common stock (issued April 24, 2017) to DHL valued at $10,000, representing the amount of the refundable deposit on land made by DHL to the Seller in January 2017 for the Berkeley Township New Jersey contract (see Note 3).

 

On March 14, 2017, DHL assigned 275,000 restricted shares of Company common stock it held to the same minority stockholder of DHL that it assigned 100,000 shares of Company common stock on October 13, 2016 (see sixth preceding paragraph).

On April 26, 2017, DHDC issued 100,000 shares of restricted stock to General Development Corp. as payment of an assignment fee related to the 58 unit townhouse development in Lacey Township, NJ (see Note 3).

 

On July 12, 2017, DHDC issued 40,000 restricted shares of DHDC’s common stock to Dream Homes, Ltd. (“DHL”) in exchange for vehicles owned by DHL. The transaction reflected $6,000 net carrying value of the assets on DHL’s books at July 12, 2017.

 

6 – Income Taxes

 

The provisions for (benefit from) income taxes differ from the amounts computed by applying the statutory United States Federal income tax rate of 35% to income (loss) before income taxes.

 

The sources of the differences follow:

 

		Nine months ended September 30, 2017				Nine months ended September 30, 2016
Expected tax at 35%		$	31,477			$	(15,638	)
State income taxes, net of Federal benefit			3,929				-
Non-deductible stock-based compensation			11,341				875
Non-deductible amortization of debt discounts			-				1,458
Non-deductible amortization of stock-based and contributed Capitalized Curriculum Development Costs			-				8,085
Provision for Federal income taxes at lower tax rates on taxable income			(11,105	)
Change in valuation allowance			(19,315	)			5,220
Provision for (benefit from) income taxes		$	16,327			$	-

 

 

The significant components of DHDC’s deferred tax asset as of September 30, 2017 and December 31, 2016 are as follows:

 

		September 30, 2017				December 31, 2016
		(Unaudited)
Deferred tax assets:
Net operating loss carry forward		$	-			$	19,315
Valuation allowance			-				(19,315	)
Net deferred tax asset		$	-			$	-

 

Current United States income tax law limits the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. Since the Company as currently constituted did experience a change in ownership and control during the year ended December 31, 2016, usage of net operating loss carryforwards of $ 118,389 available as of December 31, 2015 may be limited in years ending after December 31, 2016.

 

7- Business Segments

 

The Company currently has one business segment which is residential construction, which is further divided into elevation/renovation, demolition and new home construction & new single and multi-family home developments. The residential construction segment is operated through DHDC’s wholly owned subsidiary Dream Building, LLC (since August 19, 2016).

 

The educational software and products segment was operated through Virtual Learning and has been discontinued as of December 31, 2016.

 

Summarized financial information by business segment for the nine months ended September 30, 2017 and 2016 follows:

 

		Nine months ended September 30,
		2017				2016
Revenue:
Residential construction		$	2,321,300			$	58,977
Educational software and Products			-				21
Total		$	2,321,300			$	58,988

 

Income (loss) from operations:
Residential construction		$	255,829			$	17,638
Educational software and Products			-				(23,079	)
Corporate-			(165,896	)			(32,006	)
Total		$	89,933			$	(37,447	)

 

 

Identifiable assets:

 

			September 30, 2017				December 31, 2016
			(Unaudited)
Residential construction		$	842,905			$	423,966
Educational software and products			-				-
Corporate			31,725				36,101
Total		$	874,630			$	460,067

 

All revenue relating to the residential construction segment was derived from construction contracts involving homeowner customers located in the State of New Jersey. These contracts primarily involve specialized construction related to compromised home foundations and related issues caused by damage from Super Storm Sandy.

 

8- Commitments and Contingencies

 

Construction Contracts

 

As of September 30, 2017, Dream Building, LLC is committed under 19 construction contracts outstanding with home owners with contract prices totaling $3,243,144, which are being fulfilled in the ordinary course of business. None of these construction projects are expected to take significantly in excess of one year to complete from commencement of construction. The Company has no significant commitments with material suppliers or subcontractors that involve any sums of substance or, of long term duration at the date of issuance of these financial statements.

 

Employment Agreements

 

On April 28, 2017, DHDC executed an Employment Agreement with its newly appointed Vice President of Business Development. The term of the agreement is from April 28, 2017 to December 31, 2020 and is renewable thereafter at 1 year intervals based on certain sales targets. The agreement provides for compensation based on sales.

 

On May 8, 2017, DHDC executed an Employment Agreement with its newly appointed Sales Manager. The term of the agreement is from May 8, 2017 to May 8, 2019 and is renewable thereafter at 1 year intervals based on certain sales targets. The agreement provides for compensation based on sales.

 

For the nine months ended September 30, 2017, sales commission expense under these two employment agreements was $25,304.

 

 

Lease Agreement

 

On June 20, 2017, DHDC executed a lease for office and storage space located at 2109 Bridge Avenue, Point Pleasant, New Jersey. The term of the Lease is five years from June 20, 2017 to June 20, 2022 with two (2) five (5) year options to renew. The Lease provides for monthly rent commencing August 20, 2017 at $1,200 per month until the earlier of completion of upstairs offices or November 20, 2017, at which time the monthly rent increases to $2,200 per month. Assuming DHDC is current in all rent and other charges, DHDC has the option to cancel the Lease with 90 days written notice to Landlord.

 

For the three and nine months ended September 30, 2017, rent expense under this lease agreement was $4,400.

 

Investor Relations Agreement

 

On February 10, 2017, the Company entered into an Investor Relations and Consulting Services Agreement with an investor relations firm. The agreement expired on August 31, 2017 and provided for issuance of 56,000 restricted shares of common stock to the investor relations firm (stock issued on February 22, 2017) and $2,000 per month fees to be paid to the investor relations firm commencing March 2017.

 

Line of Credit

 

On September 15, 2016, DHDC established a $50,000 line of credit with General Development Corp., a non-bank lender. Advances under the line bear interest at a rate of 12% payable monthly and the outstanding principal is due and payable in 60 months. The line is secured by the personal guarantee of the Company’s Chief Executive Officer. The agreement to fund automatically renews on a yearly basis as long as interest payments are current. To date, the Company has not received any advances under the line of credit.

 

9. Related Party Transactions

 

Dream Homes Ltd. Allocated Payroll

 

The Company uses the services of Dream Homes Ltd. (DHL) personnel for its operations. For the nine months ended September 30, 2017, selling, general and administrative expenses include $ 382,877 incurred for the Company’s estimated share of DHL’s gross payroll and payroll taxes for that period. At September 30, 2017, accounts payable and accrued expenses included $102,167 due DHL under this arrangement.

 

Office Space

 

The Company has occupied office space located in Forked River, New Jersey which is owned by an affiliated company. Commencing April 2017, the Company has paid DHL monthly rent of $2,000 ($12,000 total for the six months ended September 30, 2017) for this office space.

 

The Company has occupied under a lease entered into by DHL satellite office space at 2818 Bridge Avenue in Point Pleasant, New Jersey since August 2016 with a monthly rent of $800 commencing April 2017. This lease expires as of November 30, 2017 and will not be renewed.

 

 

10- Stock Warrants

 

On July 12, 2017, DHDC issued 750,000 stock warrants to various members of Dream Homes & Development Corporation’s executive team (including 500,000 to the Company’s Chief Executive Officer, 100,000 to the Company’s Secretary, and a total of 60,000 to the Company’s two other directors and 50,000 to a non-executive DHL project manager employee). These Warrants entitle the holder to purchase shares of Dream Homes & Development Corporation at $0.30 per share through July 20, 2020. These warrants vest to the Holder on a semi-annual basis over a 36-month period contingent upon Holder’s continued association with the Company. The $407,850 total fair value (calculated using the Black Scholes option pricing model and the following assumptions: (1) stock price of $0.60, (2) exercise price of $0.30, (3) dividend yield of 0%, (4) risk-free interest rate of 1.53%, (5) expected volatility of 171%, and (6) term of 3 years) of the 750,000 warrants will be expensed evenly over the 3 years requisite service period of the individuals that were granted these warrants commencing in July 2017. For the period July 12, 2017 through September 30, 2017, stock-based compensation attributable to the warrants was $ 29,603 using the above Black Scholes option pricing model.

 

Included within the 750,000 warrants described in the preceding paragraph are 20,000 warrants issued to the Company’s Vice President of Business Development that are not covered by the Employment Agreement dated April 28, 2017 described in Note 8. Also included within the 750,000 warrants described in the preceding paragraph are 20,000 warrants issued to the Company’s Sales Manager that are not covered by the Employment Agreement dated May 8, 2017 described in Note 8.

 

Stock-based compensation attributable to the warrants for the three and nine months ended September 30, 2017 was $29,603. As of September 30, 2017, there was $378,247 of unrecognized compensation costs related to non-vested stock warrants which are expected to be recognized $33,988 in 2017, $135,950 in 2018, $135,950 in 2019, and $72,359 in 2020.

 

11- Subsequent Events

 

On November 3, 2017, the Company released a Private Placement Memorandum, which consists of an equity & debt offering for up to $5,000,000 in new capital. This capital will be utilized for acquisition and development of several of the properties the Company has under contract, as well as expansion into the Florida market. The offering is comprised of Units for sale as well as convertible debt. Each Unit is priced at $.40 per common share and includes 1 warrant to purchase an additional share of common stock for $.60 within 3 years of the date of Unit purchase. The convertible debt is offered at an 8% coupon, paid quarterly, has a maturity of 4 years and is convertible at $.75 per share. The offering is scheduled to close on January 2, 2018 unless extended by the Company. To date, the Company has not sold any units or convertible debt.

 

 

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. These 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 six months ended September 30, 2017 and 2016. 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 1,500 new homes built, the management of Dream Homes & Development Corporation has positioned the company to emerge as a rapidly growing regional developer of new single-family subdivisions as well as a leader in coastal construction, elevation and mitigation. In the five years that have passed since Superstorm Sandy flooded 40,000 owner-occupied homes, DHDC and affiliated entity Dream Homes Ltd (DHL) has helped hundreds of homeowners to rebuild or raise their homes to comply with new FEMA requirements. While other builders have struggled to adapt to the changing market and complex Federal, State and local regulations involved with coastal construction in Flood Hazard Areas, DHDC and affiliated entities has excelled. As many of our competitors have failed, DHDC has developed a reputation as the region’s most trusted builder and has even become known as the “rescue” builder for homeowners whose projects have been abandoned by others. Due to the damage caused by the storm, as well as the material changes in the FEMA flood maps which now require over 30,000 homeowners along the New Jersey coastline to elevate their homes, DHDC is positioned to capitalize on this opportunity for substantial revenue growth.

 

Management anticipates steady growth in this division of the company, since the rebuilding process will occur over the next 15-20 years, and have an anticipated market value of $3,400,000,000. The company anticipates being able to efficiently address 5% - 10% of this market. Dream Homes’ potential operations include the development and sale of a variety of residential communities, including construction of semi-custom homes, entry-level and first time move-up single-family and multi-family homes.

 

In addition to the New Jersey market, the Company, through its Dream Building LLC subsidiary, has become licensed in Florida to pursue recent opportunities for elevation, restoration, renovation and new construction brought about by the damage caused by recent hurricanes. Initial markets to be targeted are located primarily in the southwest portion of the state, between Naples and Cape Coral.

 

In addition to the projects which the Company currently has under contract for elevation, renovation, new construction and development, there are a number of parcels of land which the Company has the ability to secure, whether through land contract or other types of options. These parcels represent additional opportunities for development and construction potential on the order of an additional 400 - 800 lots and/or residential units to be developed and built within an approximate time horizon of 5 years. Conceivably, this volume of production could yield $120,000,000 - $240,000,000 in gross revenue and $25,000,000 - $50,000,000 in earnings to the Company.

 

 

Management recognized that the effects of Super Storm Sandy, which occurred on October 29, 2012 would be far reaching and cause an almost unlimited demand for construction services, as well as specific construction information. Due to the damage caused by the storm, as well as the material changes in the FEMA flood maps which now require over 30,000 homeowners along the New Jersey coastline to elevate their homes, management feels that focusing on the construction field will continue to provide a stable revenue stream for the company.

 

Due to the opportunities afforded by the market conditions, Dream Homes and Development Corporation as well as Dream Building LLC, which operates as a wholly owned subsidiary of Dream, will continue to pursue opportunities in the construction and real estate field, specifically in new home construction, home elevations and renovations.

 

In addition to the existing elevation, renovation and new home projects currently in process, Dream Building LLC has also estimated an additional $5,300,000 worth of residential construction projects and currently has over 200 active prospects in its data base. All of these prospects are prime candidates for educational videos and short books on specific construction and rebuilding topics, as well as candidates for rebuilding projects to be built under the Dream Building LLC division.

 

Management continues to anticipate steady growth in this division of the company, since the rebuilding process will occur over the next 15-20 years, and is estimated to have a market value of $3,400,000,000. The company anticipates being able to efficiently address 5% - 10% of this market.

 

Our Competitive Strengths

 

The Company currently offers the following range of services and products: land development and approvals, infrastructure installation, new single and multi-family construction, engineering & structural design, soil studies, architectural and design/build capabilities, construction management services, general contracting of all residential single and multi-family construction, helical and timber pile installation, masonry foundations and concrete work of all varieties, management of home elevation and moving projects and complete finish requirements for all interior construction. The Company offers comprehensive full turn key solutions, from plan design through certificate of occupancy, which gives it a competitive advantage over many other construction & development companies.

 

In addition to the above products and services, the Company offers educational and marketing opportunities via the Rebuilding Blog and the Rebuilding Seminar,

 

Among other core strengths, we believe that the “Dream Homes Nearly Famous Rebuilding Seminar”, as well as the informational blog known as the “Dream Homes Rebuilding Blog” are several of our key competitive advantages. At this time, we are not aware of any other building and development companies which offer these services to the public.

 

The Nearly Famous Rebuilding Seminar is held bi-monthly, and is a powerful educational tool for homeowners who need of rebuilding or renovations. This seminar has been presented steadily since early 2013, and is designed to educate and assist homeowners in deciphering the confusion about planning and executing complex residential construction projects. A professional team attends each seminar and presents on a diverse variety of topics, including expert advice from some or all of the following attendant at each seminar: architects, engineers, finance people, attorneys, project managers, elevation professionals and builder/general contractors. The seminar has been extremely successful and very helpful to hundreds of people. In addition, the seminar content offers unlimited potential for marketing short educational videos, as well as single topic books regarding many aspects of construction and renovation.

 

 

The “Dream Homes Rebuilding Blog” is an educational platform written by Vincent Simonelli, which offers comprehensive advice on all aspects of construction and real estate.

 

This seminar, as well as the Dream Homes Rebuilding Blog, have been an integral part of the Company’s marketing efforts and will continue to be in the future. Currently the blog, which is located at http://blog.dreamhomesltd.com , offers a wide variety of specific knowledge pertaining to construction, development, finance and general real estate matters. Built on a Word Press platform, the Rebuilding Blog is easily searchable by topic and a very useful resource for this demographic. Homeowners who need to build or rebuild are excellent candidates for all manner of educational material. As such, Dream Homes currently has in development a Nearly Famous Rebuilding after Sandy book, mobile application and numerous single topic publications which specifically explain particular aspects of the rebuilding process.

 

Common topics for short books and videos to be developed from Rebuilding Seminar and Rebuilding Blog content will include: Foundation Systems, Wall Treatments, Elevating your Home to Allow for a Basement, Adding a Garage, Waterproofing below the Flood Plain, Cost/Benefit Analysis of Various Improvements, Siding and Roofing Options and numerous other subjects.

 

Management Team

 

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

 

Kathleen Dotoli, Esq., Director

 

Rich Pezzullo, Director, VP Information services

 

Valerie Jones, VP Human Resources

 

Timothy Tennis, VP Construction Services

 

Joseph Pascucci, VP Business Development

 

Louis A. Obsuth, VP Sales

 

Mark Sampson, Regional Supervisor

 

Dave Shaheen,Esq., General Counsel, Real Estate

 

John Bonello, Esq., General Counsel, Litigation

 

Christopher Dieterich, Esq., Securities Counsel and overall moral authority figure

 

Vincent Simonelli, CEO, Director and President: Dream Homes & Development Corp.’s senior manager and principal, Vincent C. Simonelli, has over 24 years of active experience in real estate finance, development, construction and marketing. Currently, Mr. Simonelli is President and Chairman for Dream Homes & Development Corp., and Managing Member of Dream Building LLC. Since 1993, Mr. Simonelli has developed, built and marketed over 200,000 square feet of commercial and over 1700 residential dwellings. Mr. Simonelli’s knowledge of the developmental and approval process throughout New Jersey makes him 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.

 

 

Kathleen M. Dotoli, Esquire, Director: Kathleen a member of the Ocean County Bar and a Worker’s Compensation and Social Security Disability law specialist in NJ. And is one of the top ten practitioners in the New Jersey in those fields. Kathleen has personally conferenced, settled and/or tried over one thousand workers’ compensation claims during the course of twenty-two year legal career, addressing such issues as state temporary disability liens, private health care subrogation claims, Medicare lien issues and set-aside trusts, child support liens, and outstanding medical bills. Kathleen is a Juris Doctor, Quinnipiac University School of Law 1994, Hamden CT; Bachelor of Science, Fairleigh Dickinson University, 1990 Hackensack, NJ.

 

Kathleen is a board member of the American Red Cross, a board trustee, Co-Chair for the Worker’s Compensation and member of the Pro-Bono Committees for the Ocean County Bar Association, an executive member of the NJ State Bar, and member of the NJ State and American Bar Associations.

 

Richard Pezzullo, Director, VP Information Services: Richard Pezzullo is a graduate of Cornell University and served 20 years in the US Army Reserve, attaining the rank of Major. Since 1990, he has built and continues to run 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.

Mr. Pezzullo regularly advises managers on the operational ramifications of decisions made regarding software deployment, employee retention and project implementation, and over the past 15 years his breadth of knowledge across industry lines has been beneficial to Dream’s senior management. Rich lives in Freehold, NJ with his wife and has 3 children in college and graduate school.

 

Valerie Jones, VP Human Resources: 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 continues her education with the attendance of educational seminars and classes and has been with the company since 2011.

 

Timothy Tennis, VP Construction Services: Tim is responsible for overseeing construction operations for Dream Homes in Ocean, Monmouth and Atlantic counties. Tim has 30 years of experience in commercial and residential construction and is a licensed mechanical contractor, as well as holding previous licenses in as an electrician and master plumber. Tim has been with the Company for 4 years.

 

Joseph Pascucci, VP Business Development Joe is a seasoned veteran of the industry with extensive sales management and marketing experience. He spent the past 5 years with a competitor and turned the company around from bankruptcy by creating a new line of business that generated over $20 million in sales. He has an MBA from Fordham University and is an adjunct professor at Stockton University. Joe has expertise in new home construction and elevations, as well as federal Community Development Block Grants.

 

Louis A. Obsuth, VP Sales: Lou A. Obsuth is a retired Passaic County detective, a Point Pleasant resident for over 20 years and has successfully run Jersey Proud Modular in Point Pleasant for the last 8 years. Lou has extensive experience in modular and elevation construction, as well as general sales and marketing and heads the Company’s Modular Division.

 

Mark Sampson, Regional Supervisor: Mark Sampson has been with the Company for 6 years and manages a number of projects for Dream Homes. Mark has extensive experience in all phases of carpentry, framing, client and team management.

 

Dave Shaheen,Esq., General Counsel, Real Estate

 

 

John Bonello, Esq., General Counsel, Litigation

 

Christopher Dieterich, Esq., Securities Counsel and overall moral authority figure

 

Properties & other assets – In contract and under discussion

 

In regard to the category of new home development, Dream Homes has acquired a contract for the development and construction of 58 new townhomes in the Ocean County NJ area. This acquisition was made for common stock and occurred in the 4th quarter of 2016. This development project is scheduled to begin in late 2017 or early 2018 and is projected to add approximately $13,000,000 to Dream’s gross sales, through its Dream Building LLC division.

 

DHDC has also acquired a contract for the purchase of 7 acres which will be developed into 13 single-family lots in Bayville, NJ. This property is fully improved and requires only development approvals such as major subdivision and zoning. This development project is scheduled to begin in late 2017 or early 2018 and is projected to add approximately $3,400,000 to the Company’s gross sales, through its Dream Building LLC division.

 

In addition to the 2 properties listed above, DHDC is currently in discussions to purchase property under development for 48 waterfront townhomes, priced in the $400,000 range. This property is in the Company’s market area and each townhome offers a deeded boat slip. It is anticipated that the Company will solidify a contract to purchase during the 4^th quarter of 2017. This project would add approximately $21,000,000 to 2019-2021 sales.

 

The first 2 properties listed above are more thoroughly detailed in Note 3 -Deposits and Costs Coincident to Acquisition of Land for Development.

 

The Company is also in discussion for 3 other developments in NJ, including an 80-lot single-family subdivision, a 74-unit townhouse development and a 110-unit townhouse development. All are in various stages of development, approval and permitting and are scheduled to begin in late 2018 and last through 2021. If all 3 of these projects were to be acquired and constructed, they represent a total of $87,000,000 in retail sales.

 

Finance and credit facilities

 

Though growth in the construction, elevation and renovation divisions of the company has been organic to this point, DHDC has secured a line of credit from a private lender for general working capital. This credit line is structured on an on-demand basis, bears an interest rate of 12% APR charged only for funds in use, and is in the amount of $50,000. Though there are no specific uses for this facility at this time, management anticipates that it will be utilized to further expand various aspects of the company. The lender has indicated willingness to fund future real-estate based investments (such as acquisition of buildable lots, construction of new single family homes and single family home purchases for renovation), on an ongoing basis.

 

This facility is more thoroughly described in Note 8 under Line of Credit.

 

In addition, on November 3, 2017, the Company released a Private Placement Memorandum, which consists of an equity and debt offering for up to $5,000,000 in new capital. This capital will be utilized for acquisition and development of several of the properties the Company has under contract, as well as expansion into the Florida market. The offering is comprised of Units for sale, as well as convertible debt. Each Unit includes 1 share of Common Stock and one Warrant. The common stock is priced at $.40 per common share and a Warrant to purchase an additional share of common stock for $.60 within 3 years of the date of Unit purchase. The convertible debt is offered at an 8% coupon, paid quarterly, has a maturity of 4 years and is convertible at $.75 per share. The offering is scheduled to close on January 2, 2018 unless extended by the company. To date, the Company has not sold any units or convertible debt.

 

 

Our Products and Services

 

In addition to the Rebuilding Blog and the Rebuilding Seminar, the Company offers the following range of services and products: engineering & structural design, soil studies, architectural and design/build capabilities, construction management services, general contracting of all residential single and multi-family construction, helical and timber pile installation, masonry foundations and concrete work of all varieties, management of home elevation and moving projects and complete finish requirements for all interior construction. In the construction space, the Company offers a full turn key solution, from plan design through certificate of occupancy.

 

For additional detail, see the Our Competitive Strengths section above.

 

Marketing & Sales

 

One of the Company’s most significant strengths is in social media and digital marketing. Due to the fact that content is being regularly generated through the blog and the seminars, there is a constant stream of new information that is being placed on Facebook, Twitter, the Rebuilding Blog and other media channels. The Company’s Dream Building subsidiary is regularly ranked near the top of Google searches and is a strong source of new inquiries and recurring business. The Company’s web site can be found at www.dreamhomesltd.com and the blog at http://blog.dreamhomesltd.com .

 

Concentrations

 

Currently the concentrations of the Company’s operations fall into 3 broad categories, as follows: new construction & development on individual lots, renovation/elevation work and new home developments and subdivisions. Though the majority of the Company’s revenues are derived from the the first 2 categories, it is anticipated that new home developments and subdivisions will eventually 50% of the Company’s future revenue & earnings.

 

Our Markets & Strategies

 

The Company seeks to become a fully integrated real estate company specializing in the elevation and moving of homes, development and sale of approved and improved land, and construction of townhouses, single-family homes and various residential properties located throughout southern New Jersey. Our 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. It is our observation that the fundamental value of the land in southern New Jersey, particularly areas affected by Storm Sandy and represented by Ocean, Monmouth, Atlantic, Cape May, is currently at pricing levels which have not been seen in New Jersey for 10 – 15 years.

 

Because of the reduction in land values in New Jersey to levels that we feel represent attractive investment opportunities, we have the opportunity to offer homes at more competitive and affordable pricing levels. Our ability to offer elevation management, complete renovation, demolition and new construction and full architectural and engineering services gives us the ability to offer potential clients a full range of services.

 

 

Our initial investment goal is to evaluate each property to determine the best path to take in order to maximize potential return for that particular property. With new construction and development, our strategy is to not complete the purchase of either fully improved or fully approved properties until entitlements, permits and approvals have been received. 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. We have adopted this business model to help reduce our exposure to the many risks and costs associated with land development.

 

From time to time, and 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. Management notes again 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 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. As such, we have opened a new modular and kitchen/bath design division and secured a fully outfitted design studio in Point Pleasant, New Jersey. Additional detail is provided in Note 8 under Lease Agreements.

 

In our opinion, the most effective business model for residential development and construction is to target the largest current and future segment of the home buying market, which appears to be primarily first-time and move-up purchasers, as well as those homeowners forced to move or relocate due to Storm Sandy, another storm related event, or obsolescence of their existing property. According to Zillow (http//www.zillow.com/local-info/NJ-hjome-value/r40/), the optimum size and price range for a starter or first time- move up single family home is 1600 – 2000 square feet and $180,000 - $230,000. Townhomes and condominium preferred size and price range is 1400 – 1800 square feet and $170,000 - $220,000.

 

In Management’s 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 casino and support services, 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 for 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 of these market areas have tremendous growth potential due to the effects of Storm Sandy on the available housing supply.

 

In addition, historically and according to the NJ Housing Affordability Index (http://www.yourhousefast.com/housing-affor-index.asp) which is currently 126, home ownership is more affordable than renting. In this case, the index being above 100 signifies that a family earning the median income has 26% more income than is necessary to qualify for a mortgage loan on a median-priced home, and therefore housing prices in these areas offer much better value than comparable properties in the North Jersey, New York and Philadelphia areas.

 

 

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 nine months ended September 30, 2017 and 2016.

 

Results of Operations - Comparison for the nine months ended September 30, 2017 and 2016.

(see Note 7-Business Segments)

 

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

 

		Nine months ended September 30, 2017				Nine months ended September 30, 2016
		Unaudited				Unaudited
Revenue:
Construction contracts		$	2,321,300			$	58,977
Educational software and products			-				21
Total revenue			2,321,300				58,998
Cost of construction contracts			1,631,894				41,339
Gross profit			689,406				17,659
Operating Expenses:
Selling, general and administrative, including stock based compensation of $ 32,403 and $ 2,500, respectively			598,245				32,006
Depreciation expense			1,228				-
Amortization of capitalized curriculum development costs			-				23,100
Total operating expenses			599,473				55,106
Income (loss) from operations			89,933				(37,447	)
Other expenses (income):
Interest expense			-				5,625
Amortization of debt discounts			-				4,166
Consulting fee income			-				(2,558	)
Total other expenses (income)			-				7,233
Net income (loss) before income taxes			89,933				(44,680	)
Provision for income taxes			16,327				-
Net income (loss)		$	73,606			$	(44,680	)
Basic and diluted income (loss) per common share		$	.00			$	(.00	)
Weighted average common shares outstanding-basic and diluted			23,902,987				17,281,086

 

Revenues

 

For the nine months ended September 30, 2017 and 2016, revenues were $2,321,300 and $58,998, respectively. The increase in revenue of $ 2,262,302, was due to the newly acquired construction company in August 2016.

 

Cost of Sales

 

For the nine months ended September 30, 2017 and 2016, cost of construction contracts were $ 1,631,894 and $41,339, respectively. The increase was due to the newly acquired construction company acquired in August 2016.

 

Operating Expenses

 

Operating expenses increased $544,367 from $55,106 in 2016 to $599,473 in 2017. The increase is attributable to the newly acquired construction company and the discontinuance of the educational software business.

 

Other income and expenses

 

Interest expense was $ 0 for the nine months ended September 30, 2017 compared to $ 5,625 in 2016.

 

Amortization of debt discounts was $ 0 for the nine months ended September 30, 2017 compared to $ 4,166 for 2016. Consulting income decreased from $ 2,558 for the nine months ended June 30, 2016 to $ 0 for the nine months ended September 30, 2017.

 

 

Results of Operations - Comparison for the three months ended September 30, 2017 and 2016.

(see Note 7-Business Segments)

 

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

 

		Three months ended September 30, 2017				Three months ended September 30, 2016
		Unaudited				Unaudited
Revenue:
Construction contracts		$	559,429			$	58,977
Educational software and products			-				-
Total revenue			559,429				58,977
Cost of construction contracts			398,919				41,339
Gross profit			160,510				17,638
Operating Expenses:
Selling, general and administrative, including stock based compensation of $ 29,603 and $ 2,500, respectively			258,363				21,507
Depreciation expense			881				-
Amortization of capitalized curriculum development costs							7,700
Total operating expenses			259,244				29,207
Income (loss) from operations			(98,734	)			(11,569
Other expenses (income):
Interest expense			-				1,875
Amortization of debt discounts			-				-
Total other expenses (income)			-				1,875
Net income (loss) before income taxes			(98,734	)			(13,444
Provision for income taxes			(27,564	)			-
Net income (loss)		$	(71,170	)		$	(13,444
Basic and diluted income (loss) per common share		$	(.00	)		$	(.00	)
Weighted average common shares outstanding-basic and diluted			23,992,686				19,234,659

 

Revenues

 

For the three months ended September 30, 2017 and 2016, revenues were $ 559,429 and $58,977, respectively. The increase in revenue of $ 500,452, was due to the newly acquired construction company in August 2016.

 

Cost of Sales

 

For the three months ended September 30, 2017 and 2016, cost of construction contracts were $ 398,919 and $41,339, respectively. The increase was due to the newly acquired construction company acquired in August 2016.

 

Operating Expenses

 

Operating expenses increased $ 200,434 from $ 29,207 in 2016 to $ 259,244 in 2017. The increase is attributable to the newly acquired construction company and the discontinuance of the educational software business.

 

Other income and expenses

 

Interest expense was $ 0 for the three months ended September 30, 2017 compared to $ 1,875 in 2016.

 

Liquidity and Capital Resources

 

As of September 30, 2017 and December 31, 2016, our cash balance was $190,769 and $266,709, respectively, total assets were $ 874,630 and $460,067, respectively, and total current liabilities amounted to $685,265 and $392,711, respectively, including loans payable to related parties of $15,743 and $14,743, respectively. As of September 30, 2017 and December 31, 2016, the total stockholders’ equity was $189,365 and $67,356, 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 its clients over time is dependent upon market conditions. We are not aware of any inflationary pressures that have had any significant impact on our operations since inception, and we do not anticipate that inflationary factors will 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.

 

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.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None .

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Other Information.

 

None.

 

Item 5. 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).

 

10.1* Intellectual Property Purchase Agreement (Form S-1 Registration No. 333-174674 filed June 2, 2011).

 

10.2* Consulting Agreement with William Kazmierczak 5-22-2010 (Form S-1 Registration No. 333-174674 filed June 2, 2011).

 

31.1 Sarbanes-Oxley Section 302 certification by Vincent Simonelli

 

32.2 Sarbanes-Oxley Section 906 certification by Vincent Simonelli

 

* Previously filed and Incorporated by reference.

 

 

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: November 20, 2017	Dream Homes & Development Corporation
	By:	/s/ Vincent Simonelli
		Vincent Simonelli
		Chief Executive Officer and Chief Financial Officer