Real-time Form 4 intelligence. Smarter insider tracking.
YoY shift: Neutral
Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is 0.15pp more bullish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Risk Factors
+0.15pp
Flat
Net-tone change vs last year's 10-K.
MD&A
+0.14pp
Flat
Net-tone change vs last year's 10-K.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Risk Factors (Item 1A)
4,832 words
Item 1A. Risk Factors
The Purchase of the Shares is highly speculative and involves a high degree of risk. Each prospective Investor is urged to consider carefully the risk factors discussed below, in addition to the risks set forth elsewhere, in determining whether an investment in the Company should be made and is appropriate for them. You should not invest in our common stock unless you can afford to lose your entire investment and you are not dependent on the funds you are investing.
Our Board of Directors contains two independent directors.
Our board is composed of three members, Vincent Simonelli, Christopher Deiterich & Richard Pezzullo. Mr. Simonelli and affiliated companies, current own or control 56.80% of the issued and outstanding common stock shares of Dream Homes & Development Corporation. Christopher Deiterich is the second board member, SEC counsel for the Company and an independent director. Mr. Pezzullo was previously an Information Technology professional for Dream Homes, but no longer serves in that capacity, though he remains as the third member of the board. The NASDAQ is the exchange that we selected in order to determine whether our directors and committee members meet the independence criteria of a national securities exchange, as required by Item 407(a)(1) of Regulation S-K. An independent director means a person who is not an employee (or a relative of an employee), who has no material business relationship with the company, and is not a significant owner of the company’s shares. Due to our small size, the Company does not presently have a separately designated audit committee, compensation committee, or nominating committee.
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase
Our home sales and operating revenues could decline due to macro-economic and other factors outside of our control, such as changes in consumer confidence, declines in employment levels and volatile material and supply costs.
Changes in national and regional economic conditions, as well as local economic conditions where we conduct our operations and where prospective purchasers of our homes live, may result in more caution on the part of homebuyers and, consequently, fewer home purchases. These economic uncertainties involve, among other things, conditions of supply and demand in local markets and changes in consumer confidence and income, employment levels, and government regulations. These risks and uncertainties could periodically have an adverse effect on consumer demand for and the pricing of our homes, which could cause our operating revenues to decline. Failure to achieve revenues, or a reduction in our revenues once achieved, could, in turn, negatively affect the market price of our securities. The homebuilding industry is cyclical, has from time to time experienced significant difficulties, and is significantly affected by changes in general and local economic conditions such as:
employment levels and job growth;
availability of financing for home buyers;
interest rates & volatile material and supply costs;
consumer confidence;
housing demand; and
population growth
An oversupply of alternatives to new homes, such as rental properties and used homes could depress prices and reduce margins for the sale of new homes.
Weather conditions and natural disasters such as hurricanes, tornadoes, earthquakes, floods and fires can harm the local homebuilding business.
The difficulties described above could cause us to take longer and incur more costs to build our homes. We may not be able to recapture increased costs by raising prices in many cases because we fix our new home prices up to twelve months in advance of delivery by signing home sales contracts. In addition, some home buyers may cancel or not honor their home sales contracts altogether.
A substantial increase in mortgage interest rates or unavailability of mortgage financing may reduce consumer demand for our homes.
Virtually all purchasers of our homes finance their acquisitions through lenders providing mortgage financing. A substantial increase in mortgage interest rates or unavailability of mortgage financing would adversely affect the ability of prospective first time and move-up homebuyers to obtain financing for our homes, as well as adversely affect the ability of prospective move-up homebuyers to sell their current homes. As a result, once we commence sales, our margins, revenues, and cash flows may also be adversely affected.
If we are unsuccessful in competing against our homebuilding competitors, our market share could decline or our growth could be impaired and, as a result, our financial results could suffer. Notwithstanding that potential risk, the barriers to entry in the elevation/renovation portion of our business are very high, primarily due to the complexity of the home elevation process.
Though competition in the homebuilding industry is intense, and there are relatively low barriers to entry into the new home building business, there is markedly less competition in the elevation/renovation portion of the business. This is primarily due to the complexity and technical difficulty of the home elevation business. Increased competition in the new home building business could hurt our business, as it could prevent us from acquiring attractive parcels of land on which to build homes or make such acquisitions more expensive, hinder our market share expansion, and lead to pricing pressures on our homes that may adversely impact our margins and revenues. If we are unable to successfully compete, our financial results could suffer and the value of, or our ability to service, our debt, including the notes, could be adversely affected.
In the elevation/renovation portion of our business, competition has lessened over the last several years, due to the reasons listed above. Consequently, the Company’s market share of this portion of our business has increased, as competitors have abandoned the elevation / renovation business and focused on new home construction, which is markedly less difficult than completing elevation projects.
We could experience a reduction in new home sales and revenues or reduced cash flows due to our inability to acquire land for our housing developments if we are unable to obtain reasonably priced financing to support our homebuilding activities. Notwithstanding, the elevation/renovation portion of our business should suffer little or no effect for these reasons, since the primary source of funds for this type of project is private and client based.
The new homebuilding industry is capital intensive, and homebuilding requires significant up-front expenditures to acquire land and begin development. Accordingly, we incur substantial indebtedness to finance our homebuilding activities. Although we believe that internally generated funds and available borrowings under our revolving credit facility will be available to fund our capital and other expenditures (including land purchases in connection with ordinary development activities), the amounts available from such sources may not be sufficient. If such sources are not sufficient, we would seek additional capital in the form of equity or debt financing from a variety of potential sources, including additional bank financing and/or securities offerings. The amount and types of indebtedness which we may incur are limited by the terms of the indentures governing the notes and our other existing debt.
Although as noted above, the new homebuilding industry is very capital intensive, the elevation/renovation portion of our business should suffer little or no effect, since the primary source of funds for this type of project is private and client based. Elevation/renovation work is not subject to any great degree to the availability or lack thereof, of institutional capital. The Company may need to seek out loans from banks to finance these projects. As part of their financing agreements, the banks typically require Vincent Simonelli to personally guarantee these loans. If Mr. Simonelli cannot qualify as a guarantor and there is no one other than him in the Company to provide those guarantees, the financing of the deals may be adversely affected. The exact amount of funding required for each particular property is not clear at the present time but will be determined when full approvals have been obtained and the Company is prepared to take title for each individual property.
We are subject to extensive government regulation which could cause us to incur significant liabilities or restrict our business activities.
Changes in regulatory requirements could cause us to incur significant liabilities and operating expenses and could restrict our business activities. We are subject to local, state and federal statutes and rules regulating, among other things, certain developmental matters, building and site design, and matters concerning the protection of health and the environment.
We may incur additional operating expenses due to compliance programs or fines, penalties and remediation costs pertaining to environmental regulations within our markets.
We are subject to a variety of local, state, and federal statutes, ordinances, rules, and regulations concerning the protection of health and the environment. The particular environmental laws, which apply to any given community, vary greatly according to the community site, the site’s environmental conditions, and the present and former use of the site. Environmental laws may result in delays, may cause expensive compliance programs and us to implement time consuming and may prohibit or severely restrict development in certain environmentally sensitive regions or areas. From time to time, the United States Environmental Protection Agency and similar federal or state agencies review homebuilders’ compliance with environmental laws and may levy fines and penalties for failure to strictly comply with applicable environmental laws or impose additional requirements for future compliance as a result of past failures. Any such actions taken with respect to us may increase our costs. Further, we expect that increasingly stringent requirements will be imposed on homebuilders in the future. Environmental regulations can also have an adverse impact on the availability and price of certain raw materials such as lumber.
We may be subject to significant potential liabilities because of construction defect, product liability, and warranty claims made against us.
As a homebuilder, we have been, and continue to be, subject to construction defect, product liability, and home warranty claims, including moisture intrusion and related mold claims, arising in the ordinary course of business. These claims are common to the homebuilding industry and can be costly.
With respect to certain general liability exposures, including construction defect, moisture intrusion and related mold claims and product liability, interpretation of underlying current and future trends, assessment of claims and the related liability and reserve estimation process is highly judgmental due to the complex nature of these exposures, with each exposure exhibiting unique circumstances. Furthermore, once claims are asserted for construction defects, it is difficult to determine the extent to which the assertion of these claims will expand geographically. Although we have obtained insurance for construction defectclaims, such policies may not be available or adequate to cover any liability for damages, the cost of repairs, and/or the expense of litigation surrounding current claims, and future claims may arise out of uninsurable events or circumstances not covered by insurance and not subject to effective indemnification agreements with our subcontractors.
Our operating expenses could increase if we are required to pay higher insurance premiums or litigation costs for claims involving construction defect and product liability claims, which could cause our net income to decline.
The costs of insuring against construction defect and product liability claims are high, and the amount and scope of coverage offered by insurance companies is currently limited. This coverage may be further restricted and may become more costly.
Increasingly in recent years, lawsuits (including class action lawsuits) have been filed against builders, asserting claims of personal injury and property damage caused by the presence of mold in residential dwellings. Our insurance may not cover all of the claims, including personal injuryclaims, arising from the presence of mold, or such coverage may become prohibitively expensive. If we are not able to obtain adequate insurance against these claims, we may experience losses that could reduce our net income and restrict our cash flow available to service debt.
Historically, builders have recovered from subcontractors and their insurance carriers a significant portion of the construction defect liabilities and costs of defense that the builders have incurred. Insurance coverage available to subcontractors for construction defects is becoming increasingly expensive, and the scope of coverage is restricted. If we cannot effectively recover from our subcontractors or their carriers, we may suffergreaterlosses which could decrease our net income.
Raw material and labor shortages and price fluctuations could delay or increase the cost of new home construction and adversely affect our operating results.
The homebuilding industry has from time to time experienced raw material and labor shortages. In particular, shortages and fluctuations in the price of lumber or in other important raw materials could result in delays in the start or completion of, or increase the cost of, developing one or more of our residential communities. In addition, we contract with subcontractors to construct our homes. Therefore, the timing and quality of our construction depends on the availability, skill and cost of our subcontractors. Delays or cost increases caused by shortages and price fluctuations could harm our operating results, the impact of which may be further affected by our ability to raise sales prices.
We experience fluctuations and variability in our operating results on a quarterly basis and, as a result, our historical performance may not be a meaningful indicator of future results.
Our operating results in a future quarter or quarters may fall below expectations of securities analysts or investors and, as a result, the market value of the common stock, whether trading or not, may fluctuate. Because of such variability, our historical performance may not be a meaningful indicator of future results. Our quarterly results of operations may continue to fluctuate in the future because of a variety of both national and local factors, including, among others:
the timing of home closings and land sales;
our ability to continue to acquire additional land or secure option contracts to acquire land on acceptable terms;
conditions of the real estate market in areas where we operate and of the general economy;
raw material and labor shortages;
seasonal home buying patterns; and
other changes in operating expenses, including the cost of labor and raw materials, personnel and general economic conditions.
Our future growth may include additional acquisitions of companies that may not be successfully integrated and may not achieve expected benefits.
Acquisitions of companies may contribute to our growth and be a component of our growth strategy. Consistent with this strategy, we may engage in discussions with and evaluate potential acquisition targets, some of which may be significant, although we currently have no binding definitive agreements for any significant acquisitions of companies. In the future, we may acquire other businesses. Because of acquisitions of companies, we may need to seek additional financing and integrate product lines, dispersed operations, and distinct corporate cultures. These integration efforts may not succeed or may distract our management from operating our existing business. Additionally, we may not be able to enhance our earnings because of acquisitions. Our failure to successfully manage future acquisitions could harm our operating results.
The occurrence of natural disasters could increase our operating expenses and reduce our revenues and cash flows.
The climates and geology of the states in which we operate (currently solely located within New Jersey) present increased risks of natural disasters. To the extent that hurricanes, severe storms, droughts, floods, wildfires or other natural disasters or similar events occur, our homes that might be under construction in the future or any of our building lots in such states could be damaged or destroyed, which may result in losses exceeding our insurance coverage. Any of these events could increase our operating expenses, impair our cash flows, and reduce our revenues, which could, in turn, negatively affect the market price of our securities.
Future terrorist attacks against the United States or increased domestic or international instability could have an adverse effect on our operations.
Adverse developments in the war on terrorism, future terrorist attacks against the United States, or any outbreak or escalation of hostilities between the United States and any foreign power, including the armed conflict with Iraq, may cause disruption to the economy, our company, our employees and our customers, which could adversely affect our revenues, operating expenses, and financial condition.
Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses, which as a smaller public company may be disproportionately high.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, new SEC regulations, and stock market rules, are creating uncertainty for development companies such as us. These new and changing laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations, and standards will likely result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. If we are unable to comply with the newly enacted JOBS Act regulations, which lessen if not eliminate the harsher impact of some of the reporting requirements, expenses will remain higher than other companies which are able to meet the new rules. In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act and the related regulations regarding our required assessment of our internal controls over financial reporting and our independent registered public accounting firm’s audit of that assessment will require the commitment of significant financial and managerial resources. We expect these efforts to require the continued commitment of significant resources. Further, our board members, chief executive officer, and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified board members and executive officers, which could slow down our business. If we are unable to fully comply with new or changed laws, regulations and standards, or if our efforts differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed and our stock price may suffer.
Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and operating results. In addition, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. If we are unable to maintain the status of “Emerging Growth Company”, we will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing these assessments. Although we intend to augment our internal controls procedures and expand our accounting staff, there is no guarantee that this effort will be adequate.
We may need additional capital in the future, but there is no assurance that funds will be available on acceptable terms.
We may need to raise additional funds in order to achieve growth or fund other business initiatives. This financing may not be available in sufficient amounts or on terms acceptable to us and may be dilutive to existing stockholders. Additionally, any securities issued to raise funds may have rights, preferences or privileges senior to those of existing stockholders. If adequate funds are not available or are not available on acceptable terms, our ability to expand, develop or enhance services or products, or respond to competitive pressures will be limited.
RISKS RELATING TO OUR COMMON SHARES
You will not receive dividend income from an investment in the shares and as a result, you may never see a return on your investment.
We have never declared or paid a cash dividend on our shares nor will we in the foreseeable future. We currently intend to retain any future earnings, if any, to finance the operation and expansion of our business. Accordingly, investors who anticipate the need for immediate income from their investments by way of cash dividends should refrain from purchasing any of the securities offered by our company. As we do not intend to declare dividends in the future, you may never see a return on your investment and you indeed may lose your entire investment.
Rule 144
In general, persons who have beneficially owned restricted shares of our common stock for at least six months, and any affiliate of the company who owns either restricted or unrestricted shares of our common stock, are entitled to sell their securities without registration with the SEC under an exemption from registration provided by Rule 144 under the Securities Act.
Non-Affiliates
Any person who is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding a sale, may sell an unlimited number of restricted securities under Rule 144 if:
the restricted securities have been held for at least six months (including the holding period of any prior owner other than one of our affiliates);
we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale; and
we are current in our Exchange Act reporting at the time of sale.
Affiliates
Persons seeking to sell restricted securities who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to the restrictions described above. They are also subject to additional restrictions, by which such person would be required to comply with the manner of sale and notice provisions of Rule 144 and would be entitled to sell within any three-month period only that number of securities that does not exceed the greater of either of the following:
the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Additionally, persons who are our affiliates at the time of, or any time during the three months preceding, a sale may sell unrestricted securities under the requirements of Rule 144 described above, without regard to the six month holding period of Rule 144, which does not apply to sales of unrestricted securities.
Unlimited Resales by Non-Affiliates
Any person who is not deemed to have been an affiliate of ours at the time of, or at any time during the three months preceding, a sale and has held the restricted securities for at least one year, including the holding period of any prior owner other than one of our affiliates, will be entitled to sell an unlimited number of restricted securities without regard to the length of time we have been subject to Exchange Act periodic reporting or whether we are current in our Exchange Act reporting.
Our common stock is a “Penny Stock,” and compliance with requirements for dealing in penny stocks may make it difficult for holders of our common stock to resell their shares.
Our common stock is currently listed in the public market in what is known as the over-the-counter market and at least for the foreseeable future, our common stock will be deemed to be a “penny stock” as that term is defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Rule 15g-2 under the Exchange Act requires broker/dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain from these investors a manually signed and dated written acknowledgement of receipt of the document before effecting a transaction in a penny stock for the investor’s account. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third Parties or otherwise, which could have a material adverse effect on the liquidity and market price of our common stock.
Penny stocks are stocks with a price of less than $5.00 per share unless traded on NASDAQ or a national securities exchange.
Penny stocks are also stocks, which are issued by companies with Net tangible assets of less than $2.0 million (if the issuer has been in continuous operation for at least three years); or $5.0 million (if in continuous operation for less than three years); or average revenue of less than $6.0 million for the last three years.
Our stock price may fluctuate significantly, and you may not be able to resell your shares at or above the current market price.
The trading price of our common stock is likely to be volatile and subject to wide price fluctuations in response to various factors, including:
regulatory or political developments;
market conditions in the broader stock market;
actual or anticipated fluctuations in our quarterly financial and results of operations;
introduction of new products or services by us or our competitors;
issuance of new or changed securities analysts’ reports or recommendations;
investor perceptions of us and the construction industry;
sales, or anticipated sales, of large blocks of our stock;
additions or departures of key personnel;
litigation and governmental investigations; and
changing economic conditions.
These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigationagainst the Company that issued the stock. If any of our stockholders were to bring a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.
Sales of substantial amounts of our common stock in the public markets, or the perception that such sales might occur, could reduce the price of our common stock and may dilute your voting power and your ownership interest in us.
If our existing stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could decrease significantly. The perception in the public market that our existing stockholders might sell shares of common stock could also depress our market price.
Insiders have substantial control over us and could limit your ability to influence the outcome of key transactions, including a change of control.
As of December 31, 2025, our principal stockholders, directors, and executive officers and entities affiliated with them owned approximately 79.0 % of the outstanding shares of our common stock. As a result, these stockholders, if acting together, would be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing, or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and may materially adversely affect the market price of our common stock.
As a public company, we are required to:
Prepare and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal securities laws and OTCBB rules;
create or expand the roles and duties of our board of directors and committees of the board;
maintain a more comprehensive financial reporting and disclosure compliance functions;
maintain an accounting and financial reporting department, including personnel with expertise in accounting and reporting for a public company;
enhance and formalize closing procedures at the end of our accounting periods;
maintain an internal audit function;
enhance our investor relations function;
establish and maintain new internal policies, including those relating to disclosure controls and procedures; and
involve and retain to a greater degree outside counsel and accountants in the activities listed above.
These requirements entail a significant commitment of additional resources. We may not be successful in implementing these requirements and implementing them could adversely affect our business or results of operations. In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report our results of operations on a timely and accurate basis could be impaired.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-Looking Statements
Management’s Discussion and Analysis or Plan of Operation contains “forward-looking” statements, as well as historical information. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that the expectations reflected in these forward-looking statements will prove to be correct. Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative. Although we believe the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties, and no assurance can be given that actual results will be consistent with these forward-looking statements. Current shareholders and prospective investors are cautioned that any forward-looking statements are not guarantees of future performance. Such forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results for future periods could differ materially from those discussed in this report, depending on a variety of important factors, among which are our ability to implement our business strategy, our ability to compete with major established companies, the acceptance of our products in our target markets, our ability to attract and retain qualified personnel, our ability to obtain financing, our ability to continue as a going concern, and other risks described from time to time in our filings with the Securities and Exchange Commission. Forward-looking statements contained in this report speak only as of the date of this report. Future events and actual results could differ materially from the forward-looking statements. You should read this report completely and with the understanding that actual future results may be materially different from what management expects. We will not update forward-looking statements even though its situation may change in the future.
We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to uncertainties associated with the following:
(a) potential fluctuation in quarterly results;
(b) our failure to earn revenues or profits;
(c) inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;
(d) inadequate capital to continue business;
(e) changes in demand for our products and services;
(f) rapid and significant changes in markets;
(g) litigation with or legal claims and allegations by outside parties;
(h) insufficient revenues to cover operating costs.
You should read the following discussion and analysis in conjunction with our financial statements and notes thereto, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of management.
PLAN OF OPERATION
Nature of Operations
Building on a history of over 2,500 new homes built and over 400 elevation/renovation/addition projects since 1993, the management of Dream Homes & Development Corporation has positioned the company to emerge as a rapidly growing regional developer of new single and multi-family subdivisions as well as a leader in coastal new home and modular construction, elevation, Build to Lease and Improved Lots for Sale.
Dream Homes continues to pursue opportunities in new single and multi-family home construction, with 5 developments totaling 303 units in title, or under contract and in development. Dream Homes’ operations include the development and sale of residential communities, construction of single-family and multi-family homes, Build to Lease and the development and improvement of Finished Lots for Sale to national builders.
New trends in the real estate market that the Company is actively exploring include Build To Lease properties, as well as developing and improving building lots and developments to sell finished lots to national home builders. This focus and concentration on building both single and multi-family developments with the intention to lease or sell them immediately upon completion is being made in response to several factors. One factor is the extreme shortage of rental properties on the market, not only for first time homemakers, but for retirees, and young professionals who are unclear as to the intentions of settling in one location. The second factor is the overall lender and funding source preference to lend to Build To Lease and Improved Lots for sale developments, due to the perception that these two avenues are a safer investment over the long term. Finally, the extraordinary amount of interest from non-traditional sources such as pension and hedge funds, insurance companies and venture capital firms to purchase completed new For Lease developments at attractive metrics, as well as the virtually unlimited demand for improved lots from national builders has spurred a large growth in these market segments.
The Company has made the decision to change focus to better accommodate these growing trends. Currently most of the Company’s new multi-family developments, have been or will be changed from Build For Sale to Build for Lease or Improved Lots for Sale. The Company may hold finished properties upon completion and lease-up for an indeterminate period of time, and realize the rental income from ownership, or sell improved lots to 3 rd party purchasers. This strategy will become a very significant revenue stream for the Company and these avenues have become third & fourth divisions of the Company, behind new custom single family homes and renovation/elevation projects.
Dream Homes’ operations include the development and sale of a variety of residential communities, including construction of semi-custom homes, single and multi-family homes and new home Build to Lease and Improved Lots for Sale. Dream Homes will continue to pursue opportunities in these areas.
Properties currently owned and either improved or under construction
Berkeley Terrace – Bayville, NJ – 70 approved townhome units
The Company has been in title to this property since 2021 and finalized an infrastructure and construction finance facility which closed on 3/31/23. This facility included refinancing the land debt, securing funding for a large portion of the site construction, as well as funding the first building of 10 townhomes. The amount of the facility is $4,670,000.
The Company began infrastructure work on the property in June of 2023, with land clearing completed and the site stabilized for soils erosion control. Sanitary sewer, water and drainage has been installed on the entire property.
All building pads have been compacted and completed.
Base paving has been completed and the entire site has been fully improved.
The Company has entered into an agreement with a national builder to deliver improved building sites for this project. It is in the Company’s opinion that the financial advantages inherent in the sale of a portion of the improved lots in this development outweigh the advantages of building and selling or leasing the entire development.
The Company sold two 10-unit building pad sites in 2024 to a national builder. Vertical construction of Building 8 began in December of 2023, and Building 1 began in July of 2024.
As of September 30, 2024, 20 improved building pads had closed title to the national builder.
Building Pad 6, comprised of 8 improved building pads, was sold and closed title on January 24, 2025. At that time all underlying debt for this property was retired. 42 improved building pads are scheduled to close in the next 12 months.
Building Pad 1, comprised of 12 improved building pads, was sold and closed title on April 24, 2025.
On July 3, 2025, the Company sold 12 improved building pads in the Berkeley Terrace development to a national builder.
On October 3, 2025, the Company sold 10 improved building pads in the Berkeley Terrace development to a national builder.
Subsequent event 1 : The remaining 8 buildable lots were sold during the first quarter of 2026.
Lacey Township, New Jersey, “Lacey Pines”
Dream Homes currently owns a parcel approved for 68 new townhomes in Ocean County NJ, of which 54 are market rate units and 14 are affordable housing units. The Company acquired this property on June 29, 2021 and is currently in title.
This property has received final approvals, Department of Transportation approval, CAFRA approval, MUA, County, Fire and other outside agency approvals.
Preliminary approval was granted in 2021 and final approval in 2023.
The Company has secured permanent funding to install infrastructure and vertical construction for this project in October of 2023 and retired the previous debt.
Site bonds, escrows and fees have been posted for the property, with clearing having started in the 4 th quarter of 2023.
The site improvements and infrastructure work for this development began in March of 2024 and were substantially completed in the 3 rd 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.
Building Pad 1, comprised of 6 improved building pads, was sold and closed title on January 24, 2025.
On July 11, 2025, the Company sold 7 improved building pads in the Lacey Pines development to a national builder..
On October 3, 2025, the Company sold 8 improved building pads in the Lacey Pines development to a national builder. 4 were market rate and 4 were affordable homes.
As of December 31, 2025, 25 improved building pads remained and are scheduled to close in the next 12 months.
Subsequent Event 5 : During Q1 2026, 18 improved building pads were sold, leaving 11 remaining to be sold.
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.
The company is scheduled to install base paving in the early part of the 3 rd quarter of 2026.
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.
As of this date, the Company is completing resolution compliance and intends to post performance bonds, escrows and fees and begin clearing in Q1 2026.
If the improved property has not been sold by the time site work has been completed, the Company will proceed to build the townhouse units and either sell or lease them.
Subsequent Event 6 : In February of 2026, all bonds, escrows and fees have been posted with the township and application was made for a clearing permit. It is anticipated that clearing will begin in April of 2026.
Freedom Estates (formerly Autumn Run) – Gloucester County – 62 age-restricted manufactured homes
This property has been approved completely for 62 units of age-restricted manufactured housing and is in the improvement stage.
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 4 th quarter of 2023. The Company has since received final approvals.
On August 14, 2025, the Company closed on a funding facility with Asset Based Lending for this property. The total facility is in the amount of $13,600,000 and includes a refinance of the existing land debt, a percentage of the infrastructure/site development costs and a vertical construction facility for the entire development. As a result of this funding, the existing $750,000 mortgage with Lynx Assets has been retired.
Clearing operations began on the property in November of 2025 and were substantially completed in Q4 2025.
A bond estimate was requested in October 2025, and upon receipt, bonds, escrow and inspection and fees will be posted with the Township. Site work began in the 4 th quarter of 2026.
The company is scheduled to install base paving and finish the first model homes in Q2 2026.
The first homes are projected to be delivered to retail buyers in Q3 & Q4 2026. All homes are projected to be sold by mid-2027
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 property.
Income from land leases is projected to begin in late Q3 2026 and be ongoing from that time.
Subsequent Event 3 : The earth balance portion of site work began in Q1 2026 and was substantially completed in April 2026.
Properties under Contract to Purchase and in Development
Southern Ocean 1: The Company signed a contract in mid-2024 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.
At this time, full submissions have been made to the Township, County, and local Municipal utilities authorities. A CAFRA permit has been submitted to the DEP and a full traffic study has been completed. The application was deemed complete for public hearing.
The Company received Little Egg Harbor Preliminary Approval for 80 market rate townhomes and 16 affordable condominiums at the November 7, 2025 planning board meeting.
The acquisition of the property should occur in Q4 2026, with site improvements to begin shortly thereafter. The sale of improved building pads should begin in late 2026 / early 2027.
Subsequent Event 4 : The CAFRA permit for this property was approved on 2/11/26. It is anticipated that application for final approvals will be made in early April, 2026.
Southern Ocean 2 : The Company has signed a letter of intent and contract to obtain approvals, acquire and improve a 98-unit townhome property (of which 82 units are Market Rate units and 16 are Affordable Housing units) 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 late 2026 or early 2027, with site improvements to begin shortly thereafter. The sale of improved building pads should begin in late 2027.
Gloucester County 1: The Company has signed a letter of intent and contract to obtain approvals, acquire and improve a 130-unit property in Gloucester County. This property will be developed as a manufactured home community, similar to the Freedom Estates development.
The Company has engaged civil, traffic, environmental, and planning engineers and professionals for feasibility studies, and intends to apply for a use variance in Q2 2026.
Summary
These new developments which the Company owns or is in contract to purchase represent significant future earnings in new construction or forward contracts for improved building pads that have been pre-sold. This work will occur over the next 3-4 years and will occur in addition to the custom homes & elevation/renovation division of the business. Management is very positive about these new developments.
Additional Comment
The Company’s business model over the last year has been focused on increasing the new home and new development portion of our business. New home development has a much greater scalability and growth potential than custom home or elevation/renovation work, and will represent the majority of the Company’s revenue going forward.
Dream Homes will continue to pursue opportunities in the real estate field, specifically in new home construction, development approvals and sale of improved building lots.
The Company has also developed strong referral networks with major modular and manufactured housing manufacturing companies, from which a dependable and steady stream of leads and prospects is regularly received. Based on these associations, it is anticipated that the Custom Modular segment of the business will enjoy significant growth for the foreseeable future.
Since modular home manufacturers will not sell directly to the public, and will only sell to a licensed builder, manufacturers need dependable new home builders to refer their leads. The Company has proven itself to be a valuable trade partner for these manufacturers and has received numerous prospects and leads, many of which regularly turn into contracts.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures. We review our estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. We believe the following accounting policies are critical to the judgments and estimates we use in preparing our financial statements.
Net Income (Loss) Per Common Share
Basic net income (Basic net loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
Diluted net income (loss) per common share is computed using the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period (none for the periods presented).
RESULTS OF OPERATIONS – DREAM HOMES & DEVELOPMENT CORPORATION
The summary of selected financial data table is below.
DREAM HOMES & DEVELOPMENT CORPORATION
STATEMENTS OF OPERATIONS
Year ended
December 31, 2025
Year ended
December 31, 2024
Revenue:
Construction contracts
Cost of construction contracts
Gross profit
Operating Expenses:
Selling, general and administrative, including stock based compensation of $25,300 and $0, respectively
Depreciation expense
Total operating expenses
Income from operations
Other income (expenses):
Loan forgiveness
Interest expense
Other income
Total other income (expenses)
Income before income taxes
Provision for income taxes
Net income
Net income attributable to non-controlling interest
Net income attributable to Dream Homes and Development Corporation
Results of Operations - Comparison for the years ended December 31, 2025 and 2024
Revenues
For the year ended December 31, 2025 net revenues were $10,069,769 as compared to $4,972,827 for the year ended December 31, 2024, resulting in a increase in net revenues of $5,096,942. The increase in sales was due to a greater concentration on land development, and the sale of improved building lots to national builders, which revenues were accreted to earnings during this time. As of December 31, 2025 and 2024, all sales were domestic.
Cost of Construction contracts and Sales
For the years ended December 31, 2025 and December 31, 2024, cost of construction contracts and sales were $7,967,598 as compared to $2,709,889, resulting in an increase in cost of construction contracts of $5,257,709. The increase was consistent with the increase in revenues.
Operating Expenses
Operating expenses increased $234,537 from $763,020 in 2024 to $997,557 in 2025. The increase was primarily due to stock based compensation of $25,300 in 2025 as well as an increase in salary expense attributable to increase in activity during 2025.
Major selling, general and administrative expenses for the year ended December 31, 2025 of $973,975 include salary expense of $632,412, legal and professional fees of $127,875, insurance of $43,289, rent expense of $48,682 and other administrative expenses of $96,417.
Major selling, general and administrative expenses for the year ended December 31, 2024 of $763,020 include salary expense of $312,381, legal and professional fees of $181,701, insurance of $125,586, rent expense of $41,000 and other administrative expenses of $99,052.
Liquidity and Capital Resources
As of December 31, 2025 and 2024, our cash balance was $899,408 and $1,054,046, respectively, total assets were $7,237,481 and $11,521,321, respectively, and total current liabilities amounted to $3,358,271 and $5,692,536, respectively, including loans payable to related parties of $600,467 and $666,991, respectively. As of December 31, 2025 and 2024, the total stockholders’ equity was $1,717,326 and $2,885,885, respectively.
Inflation
The impact of inflation on the costs of our company, and the ability to pass on cost increases to clients over time is dependent upon market conditions. Inflationary pressures have had a significant impact on our operations during this year, and we anticipate that inflationary factors will continue to have a significant impact on future operations.
OFF-BALANCE SHEET ARRANGEMENTS
We do not maintain off-balance sheet arrangements nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.
Risk
Foreign Currency Exchange Rate Risk
We are not exposed to potential gains or losses from foreign currency fluctuations.
