Dream Homes & Development Corporation 2025 Annual Report: Key Insights for Investors

Overview

Dream Homes & Development Corporation (“Dream”, “Company”, “we”, “our”, “us”) has released its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This extensive report provides insights into the company’s financial position, operational outlook, risk factors, and strategic direction. Investors and shareholders should pay close attention to several critical disclosures and forward-looking statements included in the filing.

Key Financial Highlights

• Common Stock Outstanding: As of April 15, 2026, the Company had 48,564,496 shares of common stock outstanding at \$0.001 par value per share.
• Selected Financial Data (Year ended December 31):
  • Cash: \$899,408 (2025); \$1,054,046 (2024)
  • Total Assets: \$7,237,481 (2025); \$11,521,321 (2024)
  • Total Liabilities: \$5,520,155 (2025); \$8,635,436 (2024)
  • Total Stockholders’ Equity: \$1,717,326 (2025); \$2,885,885 (2024)
  • Basic and Diluted Net Income (Loss) Per Common Share: \$0.02 for both years
• Public Float: No value provided, but shareholders should note the substantial insider holding (see below).

Critical Price-Sensitive Disclosures

1. Audit Status – Potential Compliance Deficiency

Important: The 2025 Annual Report has not been audited by an independent registered public accounting firm according to SEC rules. This renders the filing “deficient” and may mean it does not fully comply with the Securities Exchange Act of 1934 requirements. This is a major red flag for investors, as unaudited financials may affect the reliability of reported results and could impact the company’s ability to remain listed or attract institutional investment.

2. Reporting and Compliance Status

• The company is not a well-known seasoned issuer and is not a voluntary filer.
• The company has not filed all reports required by Section 13 or 15(d) of the Securities Exchange Act in the preceding 12 months and has not been subject to such requirements for the past 90 days. This further raises compliance and reporting risk.
• The company’s stock is listed as a “penny stock” and is traded on the over-the-counter (OTC) market under the ticker symbol DREM.

3. Insider Control and Shareholder Structure

• As of December 31, 2025, approximately 79.0% of the outstanding shares are owned by principal stockholders, directors, executive officers, and entities affiliated with them.
• This high level of insider control means insiders can influence or control matters requiring shareholder approval, including elections and extraordinary transactions, potentially deterring takeovers or change-of-control events.

4. No Dividends Expected

The company has never declared or paid a cash dividend and does not intend to do so in the foreseeable future. Investors should not expect income from dividends and may only realize returns through appreciation of the share price, which is not guaranteed.

5. Liquidity and Share Sale Restrictions

• Due to its “penny stock” status, there are additional regulatory barriers for reselling shares, including required broker-dealer disclosures and acknowledgments. This may reduce liquidity and make it more difficult for shareholders to sell their shares.
• Shares held by non-affiliates for at least one year may be eligible for unlimited resale under Rule 144, but affiliates are still subject to volume and manner-of-sale restrictions.

Risks and Operational Challenges

• Economic Risks: The homebuilding industry is highly cyclical and subject to volatile material and supply costs, consumer confidence, interest rates, and local economic conditions. Any downturn could adversely affect revenues and share price.
• Natural Disaster Exposure: Operating in New Jersey, the company is exposed to increased risks from hurricanes, storms, and other natural disasters which may not be fully insured.
• Compliance and Governance Costs: As a small public company, compliance with Sarbanes-Oxley and other evolving regulations imposes significant costs. Failure to maintain effective internal controls could harm financial reporting integrity and share price.
• Capital Needs: The company may require additional capital to fund growth or operations, but there is no assurance that such funding will be available on acceptable terms, or at all. New financing may dilute current shareholders.
• Stock Price Volatility: The share price is subject to wide fluctuations due to market conditions, regulatory changes, operational results, and the low liquidity typical of penny stocks.
• Potential for Dilution: Large sales of stock by insiders or affiliates could further depress the share price and dilute existing investors’ voting power and ownership interest.
• Potential Legal Risks: Volatile share prices have historically led to class action litigation, which could impose additional costs and distract management.

Business Direction and Outlook

The company is positive about its new developments, which are expected to generate significant earnings over the next 3-4 years, in addition to its custom homes and renovation business. These projects include both new construction and forward contracts for pre-sold building pads. The company’s partnerships with manufacturers have also yielded a steady flow of new prospects and contracts.

Management emphasizes its adherence to ethical standards and regulatory compliance, having adopted a Code of Ethics for all management members. However, the company’s ability to deliver on growth plans is highly contingent on macroeconomic conditions, availability of capital, and successful integration of any potential acquisitions.

Forward-Looking Statements

The report contains numerous forward-looking statements related to company performance, market growth, and industry trends. These statements are subject to substantial risks and uncertainties, including changes in economic conditions, demand for housing, financing availability, litigation, and regulatory changes. The company cautions investors not to place undue reliance on these statements.

Conclusion

• Major risks: Lack of audited financials, reporting deficiencies, and high insider ownership are significant concerns.
• Shareholders should monitor: The company’s efforts to regain compliance, progress on new developments, and any announcements regarding external audit or material financing.
• Potential share price impact: Any resolution of audit or compliance issues, or conversely, any enforcement actions or delisting, could have a material impact on the share price.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with a licensed financial advisor before making investment decisions. The author has summarized information based on the company’s 2025 Annual Report and cannot guarantee its accuracy or completeness.

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