DREM 10-K & 10-Q changes, risk factors and insider trading
Dream Homes & Development Corp. · OTC · Operative Builders · CIK 1518336 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Our business operations have been and may continue to be materially and adversely affected by the outbreak of the novel respiratory illness coronavirus (“COVID-19”).”
Largest changes
“Our business operations have been and may continue to be materially and adversely affected by the outbreak of the novel respiratory illness coronavirus (“COVID-19”).”see in full comparison
“On March 11, 2020, the World Health Organization declared the outbreak of the novel respiratory illness COVID-19 a pandemic. The new strain of COVID-19 is considered to be highly contagious and poses a serious public health threat. The outbreak of COVID-19 emerged in China, where many of the Company’s material suppliers are located.”see in full comparison
“● other changes in operating expenses, including the cost of labor and raw materials, personnel and general economic conditions.”see in full comparison
“Any outbreak of such epidemic illness or other adverse public health developments may materially and adversely affect the global economy, our markets and our business. A prolonged disruption or any further unforeseen delay in our operations of the manufacturing, delivery and assembly process within any of our market areas could continue to result in delays in the delivery of products and services to our customers, increased costs and reduced revenue.”see in full comparison
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 ansee in full comparisonemployeeInformationofTechnology professional for Dream Homes,serving as the VP of Information Technology,but no longerholdsserves in thatposition,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 criteriacriteriaof 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 ownerownerof the company’s shares. Due to our small size, the Company does not presently have a separately designated audit committee, compensationcompensationcommittee, or nominating committee.
“● our ability to continue to acquire additional land or secure option contracts to acquire land on acceptable terms;”see in full comparison
Full comparison: every changed paragraph (16)
Our
business operations have been and may continue to be materially and adversely affected by the outbreak of the novel respiratory illness
coronavirus (“COVID-19”).
On
March 11, 2020, the World Health Organization declared the outbreak of the novel respiratory illness COVID-19 a pandemic. The new strain
of COVID-19 is considered to be highly contagious and poses a serious public health threat. The outbreak of COVID-19 emerged in China,
where many of the Company’s material suppliers are located.
Any
outbreak of such epidemic illness or other adverse public health developments may materially and adversely affect the global economy,
our markets and our business. A prolonged disruption or any further unforeseen delay in our operations of the manufacturing, delivery
and assembly process within any of our market areas could continue to result in delays in the delivery of products and services to our
customers, increased costs and reduced revenue.
Our
board 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 employeeInformation
ofTechnology professional for Dream Homes, serving as the VP of Information Technology, but no longer holdsserves in that position,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
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
owner of the company’s shares. Due to our small size, the Company does not presently have a separately designated audit committee, compensation
compensation committee, or nominating committee.
●
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
●
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.
Management's Discussion & Analysis (MD&A)
Largest changes
see in full comparisonSubsequentBuildingevent: BuildingPad 1, comprised of 6 improved building pads, was sold and closed title on1/24/25.January4824,improved building pads are scheduled to close in the next 12 months.2025.
“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.”see in full comparison
“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.”see in full comparison
Operating expensessee in full comparisondecreasedincreased$253,727$234,537 from$1,016,747 in 2023 to$763,020 in2024.2024 to $997,557 in 2025. Thedecreaseincrease was primarily due to stock based compensation of$91,800$25,300 in20232025 as well asloweranlegalincreaseandinprofessionalsalaryexpensesexpenseandattributableselling,togeneralincreaseandinadministrationactivityexpenses.during 2025.
“Major selling, general and administrative expenses for the year ended December 31, 2023 of $1,016,747 include salary expense of $325,937, legal and professional fees of $260,206, vehicle expenses of $14,542, insurance of $108,377 , stock based compensation of $91,800, and rent expense of $39,000.”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (43)
The
Company sold two 10-unit building pad sites in 2024.2024 Ato a national builderbuilder. began verticalVertical construction of Building 8 began in December of 2023,
2023, and Building 1 began in July of 2024.
The
remaining buildable lots will close during 2025 and Q1 of 2026.
SubsequentBuilding
event: Building Pad 6, comprised of 8 improved building pads, was sold and closed title on 1/24/25.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.
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 housing.
units. The Company acquired this property on June 29, 2021 and is currently in title.
The
site improvements and infrastructure work for this development began in March of 2024 and waswere substantially completed in the 3rd
quarter of 2024.
SubsequentBuilding
event: Building Pad 1, comprised of 6 improved building pads, was sold and closed title on 1/24/25.January 4824, improved building pads are
scheduled to close in the next 12 months.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.
The company is scheduled to install base paving in the early part of the 3rd quarter of 2026.
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 housing unitshomes
OnThis
December 7, 2018, the Company signed a contract to purchase a property in Gloucester County, NJ, which has since been approved completely for 62
units of age-restricted manufactured housing.housing Theand propertyis currentlyin hasthe finalimprovement approvals.stage.
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 4th quarter of 2026.
The company is scheduled to install base paving and finish the first model homes in Q2 2026.
The
Companyfirst tookhomes titleare projected to thisbe propertydelivered to retail buyers in earlyQ3 September& ofQ4 2023.2026. 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 rental 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.
Southern
Ocean 1: The
Company has 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 Southernsouthern 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
initialacquisition closing to acquireof the property should occur in Q4 2026, with site improvements to begin shortly thereafter. The sale of improved building
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.
The
Company has also developed strong referral networks with 3 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 3 manufacturers and has
received numerous prospects and leads, many of which regularly turn into contracts.
For
the yearsyear ended December 31, 2024 and December 31, 2023,2025 net revenues were $4,972,827$10,069,769 as compared to $5,656,452$4,972,827 for the year ended December
31, 2022,2024, resulting
in a decreaseincrease in net revenues of $683,625.$5,096,942. The decreaseincrease in sales was due to a greater concentration on land development,
and the sale
of improved building lots to national builders, which revenues were just accretingaccreted to earnings during this time. As of December
31, 20242025 and 2023,
2024, all of our sales were domestic.
For
the years ended December 31, 20242025 and December 31, 2023,2024, cost of construction contracts and sales were $2,709,889$7,967,598 as compared to $4,570,902,$2,709,889,
resulting in aan decreaseincrease in cost of construction contracts of $1,861,013.$5,257,709. The decreaseincrease was consistent with the decreaseincrease in revenues.
Operating
expenses decreasedincreased $253,727$234,537 from $1,016,747 in 2023 to $763,020 in 2024.2024 to $997,557 in 2025. The decreaseincrease was primarily due to stock based compensation of
$91,800$25,300 in 20232025 as well as loweran legalincrease andin professionalsalary expensesexpense andattributable selling,to generalincrease andin administrationactivity expenses.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, 2023 of $1,016,747 include salary expense of $325,937, legal
and professional fees of $260,206, vehicle expenses of $14,542, insurance of $108,377 , stock based compensation of $91,800, and rent
expense of $39,000.
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Largest changes
As ofsee in full comparisonJuneSeptember 30, 2025 and December 31, 2024, our cash balance was$341,222$463,087 and $1,054,046, respectively, total assets were$9,187,114$9,166,195 andand$11,521,321, respectively, and total current liabilities amounted to$4,497,836$3,989,630 and $5,692,536, respectively, including loans payable to related parties of$645,689$606,999 and $666,991, respectively. As ofJuneSeptember 30, 2025 and December 31, 2024, the total stockholders’ equityequitywas$2,117,359$2,529,086 and $2,885,885, respectively. We may seek additional capital to fund potential costs associated with expansion and/or acquisitions.
For thesee in full comparisonsixnine months endedJuneSeptember 30, 2025 and 2024, cost of construction contracts were$2,724,485$3,352,021 and$2,379,818,$3,140,730, respectively. The increase is due tothecontinuedsalelatter-stageofapproval and improvement costs for property held for development, anditsthose associatedcostcosts in 2025.
For thesee in full comparisonsixnine months endedJuneSeptember 30, 2025 and 2024, revenues were$3,964,264$6,970,494 and$2,131,449,$4,313,707, respectively.
The increase in revenue was due to ongoingsee in full comparisonpropertysalesdevelopment.of maturing properties, including the Lacey Pines and Berkeley Terrace/Cedar Creek developments.
Operating expensessee in full comparisondecreasedincreased$66,296$17,997 from$525,410$632,348 in 2024 to$459,114$650,345 in 2025.
For the three months endedsee in full comparisonJuneSeptember 30, 2025 and 2024, revenues were$1,852,953$3,005,870 and$657,714,$2,182,258, respectively.
Full comparison: every changed paragraph (12)
The
following discussion analyzes our financial condition and results of operations for the six months ended JuneSeptember 30, 2025 and 2024.
Unless 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),
The
Company has made the decision to change focus to better accommodate these growing trends. Currently 2 new multi-family developments,
which represent a total count of 79 units (of the 357 total units in title or under contract), will be changed from Build For Sale to Build
Build for Lease. The Company intends to hold these properties upon completion and lease-up for an indeterminate period of time, and realize
the rental income from ownership. This strategy will become a very significant revenue stream for the Company and will become a fourth
division of the Company, behind Finished Lots for Sale, custom new homes and renovation/elevation projects.
The
summary below should be referenced in connection with a review of the following discussion of our results of operations for the three
months ended JuneSeptember 30, 2025 and 2024.
For
the three months ended JuneSeptember 30, 2025 and 2024
For
the three months ended JuneSeptember 30, 2025 and 2024, revenues were $1,852,953$3,005,870 and $657,714,$2,182,258, respectively.
For
the three months ended JuneSeptember 30, 2025 and 2024, cost of construction contracts were $1,091,221$627,536 and $1,139,498,$760,912, respectively. The increase
is due to the sale of property held for development, and its associated cost in 2025.
For
the sixnine months ended JuneSeptember 30, 2025 and 2024
For
the sixnine months ended JuneSeptember 30, 2025 and 2024, revenues were $3,964,264$6,970,494 and $2,131,449,$4,313,707, respectively.
The
increase in revenue was due to ongoing propertysales development.of maturing properties, including the Lacey Pines and Berkeley Terrace/Cedar Creek developments.
For
the sixnine months ended JuneSeptember 30, 2025 and 2024, cost of construction contracts were $2,724,485$3,352,021 and $2,379,818,$3,140,730, respectively. The increase
is due to thecontinued salelatter-stage ofapproval and improvement costs for property held for development, and itsthose associated costcosts in 2025.
Operating
expenses decreasedincreased $66,296$17,997 from $525,410$632,348 in 2024 to $459,114$650,345 in 2025.
As
of JuneSeptember 30, 2025 and December 31, 2024, our cash balance was $341,222$463,087 and $1,054,046, respectively, total assets were $9,187,114$9,166,195
and and
$11,521,321, respectively, and total current liabilities amounted to $4,497,836$3,989,630 and $5,692,536, respectively, including loans payable
to related parties of $645,689$606,999 and $666,991, respectively. As of JuneSeptember 30, 2025 and December 31, 2024, the total stockholders’
equity equity
was $2,117,359$2,529,086 and $2,885,885, respectively. We may seek additional capital to fund potential costs associated with expansion
and/or
acquisitions.
DREM insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding DREM (13F)
None of the 59 investors we track reported a position in their latest 13F.