Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 17, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Dream Homes & Development Corp. | ||
Entity Central Index Key | 1,518,336 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 24,041,263 | ||
Trading symbol | DREM | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 248,056 | $ 266,709 |
Accounts receivable | 230,345 | 115,652 |
Costs and estimated earnings in excess of billings | 74,338 | 57,706 |
Total current assets | 552,739 | 440,067 |
PROPERTY AND EQUIPMENT, net | 9,144 | |
OTHER ASSETS | ||
Security deposit | 2,200 | |
Deposits and costs coincident to acquisition of land for development | 210,129 | 20,000 |
Total assets | 774,212 | 460,067 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 396,278 | 94,854 |
Billings in excess of costs and estimated earnings | 128,252 | 283,114 |
Accrued income taxes | 7,166 | |
Loans payable to related parties | 14,743 | 14,743 |
Total current liabilities | 546,439 | 392,711 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock; 5,000,000 shares authorized, $.001 par value, as of December 31, 2017 and 2016, there are no shares outstanding | ||
Common stock; 70,000,000 shares authorized, $.001 par value, as of December 31, 2017 and 2016, there are 24,000,953 and 23,733,524 shares outstanding, respectively; and 202,510 and 100,000 shares committed not yet issued at December 31, 2017 and 2016, respectively | 24,203 | 23,833 |
Additional paid-in capital | 1,555,130 | 1,407,855 |
Accumulated deficit | (1,351,560) | (1,364,332) |
Total stockholders’equity | 227,773 | 67,356 |
Total liabilities and stockholders’ equity | $ 774,212 | $ 460,067 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 24,000,953 | 23,733,524 |
Common stock, shares subscribed but unissued | 202,510 | 100,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | ||
Construction contracts | $ 2,939,634 | $ 568,291 |
Educational software and products | 21 | |
Total revenue | 2,939,634 | 568,312 |
Cost of construction contracts | 1,969,821 | 415,028 |
Gross profit | 969,813 | 153,284 |
Operating Expenses: | ||
Selling, general and administrative, including stock based compensation of $66,864 and $19,500, respectively | 947,219 | 104,618 |
Depreciation expense | 2,656 | |
Amortization and impairment of capitalized curriculum development costs | 51,334 | |
Total operating expenses | 949,875 | 155,952 |
Income (loss) from operations | 19,938 | (2,668) |
Other expenses (income): | ||
Amortization of debt discounts | 4,166 | |
Interest expense | 7,500 | |
Consulting fee income | (2,558) | |
Total other expenses-net | 9,108 | |
Net income (loss) before income taxes | 19,938 | (11,776) |
Provision for income taxes | 7,166 | |
Net income (loss) | $ 12,772 | $ (11,776) |
Basic and diluted income (loss) per common share | $ 0 | $ 0 |
Weighted average common shares outstanding-basic and diluted | 23,917,680 | 18,760,562 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Stock based compensation | $ 66,864 | $ 19,500 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 16,304 | $ 1,305,513 | $ (1,352,556) | $ (30,739) |
Balance, shares at Dec. 31, 2015 | 16,304,300 | |||
Issuance of common stock for company officers and directors | $ 120 | 5,880 | 6,000 | |
Issuance of common stock for company officers and directors, shares | 120,000 | |||
DHL employee bonuses | $ 60 | 2,940 | 3,000 | |
DHL employee bonuses, shares | 60,000 | |||
Issuance of common stock for accounting fees | $ 160 | 7,840 | 8,000 | |
Issuance of common stock for accounting fees, shares | 160,000 | |||
Issuance of common stock for convertible noteholders | $ 327 | 65,044 | 65,371 | |
Issuance of common stock for convertible noteholders, shares | 326,857 | |||
Issuance of common stock for satisfaction of loan payable to General Property Investments LLC | $ 2,000 | 18,000 | 20,000 | |
Issuance of common stock for satisfaction of loan payable to General Property Investments LLC, shares | 2,000,000 | |||
Issuance of common stock for Legal fees | $ 250 | 2,250 | 2,500 | |
Issuance of common stock for Legal fees, shares | 250,000 | |||
Issuance of common stock for 4.5% equity in Dream Homes, Ltd | $ 2,225 | (2,225) | ||
Issuance of common stock for 4.5% equity in Dream Homes, Ltd, shares | 2,225,000 | |||
Issuance of common stock to Dream Homes Ltd for rights to complete 6 in process contracts | $ 2,287 | (2,287) | ||
Issuance of common stock to Dream Homes Ltd for rights to complete 6 in process contracts, shares | 2,287,367 | |||
Common stock to be issued for rights to land acquisition contract (committed not issued) | $ 100 | 4,900 | 5,000 | |
Common stock to be issued for rights to land acquisition contract (committed not issued), shares | 100,000 | |||
Net loss for the year | (11,776) | (11,776) | ||
Balance at Dec. 31, 2016 | $ 23,833 | 1,407,855 | (1,364,332) | 67,356 |
Balance, shares at Dec. 31, 2016 | 23,833,524 | |||
Issuance of restricted common stock for investor relations and consulting services | $ 56 | 2,744 | 2,800 | |
Issuance of restricted common stock for investor relations and consulting services, shares | 56,000 | |||
Issuance of restricted common stock to Dream Homes Ltd for deposit on land | $ 72 | 9,928 | 10,000 | |
Issuance of restricted common stock to Dream Homes Ltd for deposit on land, shares | 71,429 | |||
Issuance of restricted common stock to Dream Homes Ltd in exchange for vehicles | $ 40 | 5,960 | 6,000 | |
Issuance of restricted common stock to Dream Homes Ltd in exchange for vehicles, shares | 40,000 | |||
Issuance of restricted common stock to Dream Homes Ltd for rights to land acquisition contract (committed not issued) | $ 162 | 48,495 | 48,657 | |
Issuance of restricted common stock to Dream Homes Ltd for rights to land acquisition contract (committed not issued), shares | 162,200 | |||
Issuance of common stock for cash per Subscription Agreement (committed not issued) | $ 13 | 4,987 | 5,000 | |
Issuance of common stock for cash per Subscription Agreement (committed not issued), shares | 12,500 | |||
Issuance of common stock for lumber credit per Subscription Agreement (committed not issued) | $ 27 | 11,097 | 11,124 | |
Issuance of common stock for lumber credit per Subscription Agreement (committed not issued), shares | 27,810 | |||
Expense relating to 750,000 stock warrants issued to Company’s executive team | 64,064 | 64,064 | ||
Net loss for the year | 12,772 | 12,772 | ||
Balance at Dec. 31, 2017 | $ 24,203 | $ 1,555,130 | $ (1,351,560) | $ 227,773 |
Balance, shares at Dec. 31, 2017 | 24,203,463 |
Consolidated Statements of Cha7
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) | 12 Months Ended | |
Dec. 31, 2016Integer | Dec. 31, 2017shares | |
Common stock equity percentage | 4.50% | |
Number of contracts | Integer | 6 | |
Executive Team [Member] | ||
Stock warrants issued during the period | shares | 750,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ 12,772 | $ (11,776) |
Adjustments to reconcile net income (loss) to net cash provided (used) in operating activities: | ||
Amortization and impairment of capitalized curriculum development costs | 51,334 | |
Amortization of debt discounts | 4,166 | |
Depreciation expense | 2,656 | |
Stock-based compensation | 66,864 | 19,500 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (114,693) | (115,652) |
Costs and estimated earnings in excess of billings | (16,632) | (57,706) |
Accounts payable and accrued liabilities | 312,548 | 78,713 |
Billings in excess of costs and estimated earnings | (154,862) | 283,114 |
Accrued income taxes | 7,166 | |
Accrued interest on convertible notes payable | 7,500 | |
Net cash provided in operating activities | 115,819 | 259,193 |
INVESTING ACTIVITIES | ||
Purchase of office equipment and vehicles | (5,800) | |
Security deposits | (2,200) | |
Deposits and costs coincident to acquisition of land for development | (131,472) | (15,000) |
Net cash (used) in investing activities | (139,472) | (15,000) |
FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 5,000 | |
Proceeds from loans payable to related parties | 23,218 | |
Repayments of loans payable to related parties | (3,000) | |
Net cash provided by financing activities | 5,000 | 20,218 |
NET INCREASE (DECREASE) IN CASH | (18,653) | 264,411 |
CASH BALANCE, BEGINNING OF PERIOD | 266,709 | 2,298 |
CASH BALANCE, END OF PERIOD | 248,056 | 266,709 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | ||
Income taxes paid | ||
Non-Cash Investing and Financing Activities: | ||
Issuance of 71,429 restricted shares of common stock to Dream Homes, Ltd. for refundable deposit under contract rights to develop land | 10,000 | |
Issuance of common stock to Dream Homes, Ltd. for vehicles | 6,000 | |
Issuance of 2,000,000 restricted shares of common stock in satisfaction of loans payable to General Property Investments LLC | 20,000 | |
Issuance of 326,857 restricted shares of common stock for satisfaction of convertible notes payable and accrued interest | 65,371 | |
Common stock committed to be issued for rights to property acquisition contract | 48,657 | 5,000 |
Common stock committed to be issued for lumber credit per Subscription Agreement | $ 11,124 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Cash Flows [Abstract] | ||
Issuance of restricted shares of common stock to Dream Homes, Ltd. for refundable deposit under contract rights to develop land | 71,429 | |
Issuance of restricted shares of common stock in satisfaction of loans payable to General Property Investments LLC | 2,000,000 | |
Issuance of restricted shares of common stock for satisfaction of convertible notes payable and accrued interest | 326,857 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 1 - Significant Accounting Policies Nature of Operations Dream Homes & Development Corporation 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, Dream Homes has helped hundreds of homeowners to rebuild or raise their homes to comply with new FEMA requirements. In addition to the coastal construction market, Dream Homes will continue to pursue opportunities in new single and multi-family home construction, with 3 new developments totaling 119 units under contract and in development. Dream Homes’ operations will 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 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 was 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. 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. On March 14, 2017, Virtual Learning changed its name to Dream Homes & Development Corporation (“DHDC”). DHDC maintains a web site at www.dreamhomesltd.com http://blog.dreamhomesltd.com. 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. 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. 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 originally 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 2 - Property and Equipment Property and equipment is summarized as follows: December 31, December 31, 2017 2016 Office equipment $ 4,115 $ 4,115 Vehicles 24,565 - Less: Accumulated depreciation (19,536 ) (4,115 ) Property and Equipment- net $ 9,144 $ - Depreciation expense for the years ended December 31, 2017 and 2016 was $ 2,656 and $-0-, respectively. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 3-Other Assets Capitalized Curriculum Development Costs Capitalized curriculum development costs is summarized as follows: December 31, 2017 December 31, 2016 Common stock issued to individuals for services relating to curriculum development $ 110,000 $ 110,000 Contributed services of Thomas Monahan, President of Virtual Learning, relating to curriculum development 44,000 44,000 Total costs 154,000 154,000 Less accumulated amortization and impairment (154,000 ) (154,000 ) Net $ - $ - For the years ended December 31, 2017 and 2016, amortization and 2016 impairment of $20,534 of Capitalized Curriculum Development Costs were $ 0 and $51,334, respectively. |
Deposits and Costs Coincident t
Deposits and Costs Coincident to Acquisition of Land for Development | 12 Months Ended |
Dec. 31, 2017 | |
Deposits And Costs Coincident To Acquisition Of Land For Development | |
Deposits and Costs Coincident to Acquisition of Land for Development | 4-Deposits and Costs Coincident to Acquisition of Land for Development Deposits and costs coincident to acquisition of land for development are summarized as follows: December 31, 2017 December 31, 2016 Lacey Township, New Jersey, Marina contract: Deposit 25,000 - Site engineering, permits and other costs: 23,657 - Total Marina Contract 48,657 - 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 111,215 - Total Pines contract 131,215 20,000 Berkeley Township, New Jersey, Tallwoods contract: Deposit 10,000 - Site engineering, permits, and other costs 20,257 - Total Tallwoods contract 30,257 - Total $ 210,129 $ 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 9, 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-month 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 has been put on hold pending a determination if the township will be approved by the State of New Jersey for a CAFRA Town Center designation. A permit is expected to be issued in June or July of 2018. A Lacey Township Planning Board meeting was held on December 11, 2017. Additional information was requested from the board and the next meeting will be scheduled upon receipt of outside agency permits and the other requested information. It is anticipated that complete development approvals will cost approximately $50,000 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 December 31, 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. Lacey Township, New Jersey, “Dream Homes at Forked River”, Marina Contract The Company has acquired the rights to a purchase contract via contract assignment for 48 waterfront townhomes with boat slips in Lacey, NJ. The project is currently in the approval process and significant engineering, environmental, traffic and architectural work has been completed. The property is a waterfront property, and is partially improved with all boat slips currently installed, the Department of Transportation permit received and the curb cut from Route 9 in place. The property when completely constructed has a retail value of $21 million and is expected to begin site improvements in late 2018 or early 2019. On December 8, 2017, the Company acquired from DHL rights to a contract to purchase over +/- 7.5 acres of land in Lacey Township, NJ (the “Marina Contract or Dream Homes at Forked River”) for 162,200 restricted shares of Company common stock (committed but not issued as of April 16, 2018). The Contract between DHL and the seller of the land was dated February 24, 2016 and provides for a $2,166,710 purchase price with closing on or about 60 days after final development approvals have been obtained and memorialized. DHL paid the seller a refundable $25,000 deposit in February 2016 pursuant to the Marina contract. The due diligence period associated with this property expired on May 1, 2016 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 approved for a marina and it is the Company’s intention to modify the approvals to a townhome use, as per the ordinance. The property is currently unimproved. As such, the necessary steps required to bring the property through the approval process involve design engineering as well as environmental approvals. Accordingly, the remaining costs will primarily involve engineering, legal and approval costs. At this time, the Company estimates that the total engineering and approval costs will be approximately $100,000. The amount of money required to purchase the property is $2,430,000 of which $25,000 is currently on deposit. 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. |
Loans Payable to Related Partie
Loans Payable to Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Loans Payable to Related Parties | 5-Loans Payable to Related Parties Loans payable to related parties is summarized as follows: December 31, December 31, 2017 2016 Loans payable to chief executive officer $ 11,525 $ 11,525 Loans payable to GPIL (see Note 6) 3,118 3,118 Loan payable to DHL 100 100 Total $ 14,743 $ 14,743 All the loans above are non-interest bearing and due on demand. |
Common Stock Issuances
Common Stock Issuances | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Common Stock Issuances | 6 - Common Stock Issuances On August 18, 2016, Virtual Learning issued 2,000,000 restricted shares of common stock to GPIL in satisfaction of $20,000 loans payable (see Note 5). On August 19, 2016 (see Note 1), Virtual Learning 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), Virtual Learning 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, Virtual Learning 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, Virtual Learning 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, Virtual Learning 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, Virtual Learning 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 9). 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 4). 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 4). 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. On September 21, 2017, DHL assigned 25,000 restricted shares of Company common stock it held to the Secretary of both DHDC and DHL for services rendered to DHL. Accordingly, no stock-based compensation was recognized by DHDC. On December 8, 2017, DHDC committed to issue 162,200 restricted shares of common stock to DHL valued at $48,658 (DHL’s historical cost of the assets being assigned), for the assignment of a contract to purchase property from DHL for the Lacey Township New Jersey contract (see Note 4). On December 11, 2017, DHL assigned 100,000 restricted shares of Company common stock it held to the Company Securities Counsel of both DHDC and DHL in settlement of certain DHL accounts payable due him. Accordingly, no stock-based compensation was recognized by DHDC. On December 27, 2017, DHDC committed to issue 12,500 restricted shares of DHDC’s common stock for cash proceeds of $ 5,000 at $.40 per share per the Subscription Agreement. On December 29, 2017, DHDC committed to issue 27,810 restricted shares of DHDC’s common stock for settlement of $ 11,124 accounts payable at $.40 per share. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7 – 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: Year ended December 31, 2017 Year ended December 31, 2016 Expected tax at 35% $ 6,978 $ (4,121 ) State income taxes, net of Federal benefit 1,851 - Non-deductible stock-based compensation 23,402 6,825 Non-deductible amortization of debt discounts - 1,458 Non-deductible amortization and 2016 impairment of stock-based and contributed Capitalized Curriculum Development Costs - 17,967 Provision for Federal income taxes at lower tax rate on taxable income under $50,000 (5,750 ) - Change in valuation allowance (19,315 ) (22,129 ) Provision for (benefit from) income taxes $ 7,166 $ - The significant components of DHDC’s deferred tax asset as of December 31, 2017 and December 31, 2016 are as follows: December 31, 2017 December 31, 2016 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. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Segments | 8- 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 and 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 years ended December 31, 2017 and 2016 follows: Year ended December 31, 2017 2016 Revenue: Residential construction $ 2,939,634 $ 568,291 Educational software and products - 21 Total $ 2,939,634 $ 568,312 Income (loss) from operations: Residential construction $ 287,096 $ 153,263 Educational software and products - (51,333 ) Corporate- (267,158 ) (104,618 ) Total $ 19,938 $ (2,668 ) Identifiable assets: December 31, 2017 2016 Residential construction $ 748,313 $ 423,966 Corporate 25,899 36,101 Total $ 774,212 $ 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 involve specialized construction related to compromised home foundations and related issues caused by damage from Super Storm Sandy, as well as new home construction. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9- Commitments and Contingencies Construction Contracts As of December 31, 2017, Dream Building, LLC is committed under 14 construction contracts outstanding with home owners with contract prices totaling $2,008,667, 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 year ended December 31, 2017, sales commissions expense pursuant to these two employment agreements were $60,367. 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 year ended December 31, 2017, rent expense under this lease agreement was $11,000. 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 valued at $2,800 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. For the year ended December 31, 2017, consulting fees expense under this agreement was $12,150. 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. Private Placement 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 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 was scheduled to close on January 2, 2018 and was extended unchanged by the company to June 2, 2018. As of April 18, 2018, the Company has sold a total of 52,810 units and received $10,000 in cash ($5,000 before December 31, 2017 for 12,500 units and $5,000 after December 31, 2017 for 12,500 units) and was granted a reduction in accounts payable from a lumber vendor of 11,124 for 27,810 units issuable to the vendor as of December 31, 2017. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Dream Homes Ltd. Allocated payroll The Company uses the services of Dream Homes Ltd. (DHL) personnel for its operations. For the year ended December 31, 2017, selling, general and administrative expenses include $607,305 incurred for the Company’s estimated share of DHL’s gross payroll and payroll taxes for that period (which includes $54,000 salary paid to the Company’s Chief Executive Officer and $66,000 salary paid to the Company’s Secretary and VP of Human Resources). At December 31, 2017, accounts payable and accrued expenses include $130,152 due to DHL for unpaid payroll reimbursement. 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 ($18,000 total for the nine months ended December 31, 2017) for this office space. The Company 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 and ending September 2017 ($4,000 total for the five months ended September 30, 2017). |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stock Warrants | 11- 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 is being 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 December 31, 2017, stock-based compensation attributable to the warrants was $ 64,064 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12- Subsequent Events On February 9, 2018, DHL assigned 40,000 restricted shares of Company common stock it held to a minority stockholder of DHL. This minority stockholder of DHL had contributed $10,000 out of approximately $500,000 in a private placement of common stock in a private placement of common stock of DHL in 2010. In addition, this minority stockholder of DHL also received 30,000 restricted shares of DHL common stock in 2011 for legal services. Accordingly, no stock-based compensation was recognized by DHDC for this assignment of 40,000 shares. On February 9, 2018, DHL assigned 25,000 restricted shares of Company common stock it held to the Secretary of both DHDC and DHL for accounting and administrative services rendered to DHL. Accordingly, no stock-based compensation was recognized by DHDC for this assignment of 25,000 shares. On February 9, 2018, DHL assigned 25,000 restricted shares of Company common stock it held to a director of DHDC and service provider to DHL for legal services provided to DHL. Accordingly, no stock-based compensation was recognized by DHDC for this assignment of 25,000 shares. |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Dream Homes & Development Corporation 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, Dream Homes has helped hundreds of homeowners to rebuild or raise their homes to comply with new FEMA requirements. In addition to the coastal construction market, Dream Homes will continue to pursue opportunities in new single and multi-family home construction, with 3 new developments totaling 119 units under contract and in development. Dream Homes’ operations will 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 | 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 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 was 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. 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. On March 14, 2017, Virtual Learning changed its name to Dream Homes & Development Corporation (“DHDC”). DHDC maintains a web site at www.dreamhomesltd.com http://blog.dreamhomesltd.com. |
Principles of Consolidation | 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 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 | 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 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 | 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. |
Income Taxes | 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 | 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. |
Recent Accounting Pronouncements | 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 originally 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. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment is summarized as follows: December 31, December 31, 2017 2016 Office equipment $ 4,115 $ 4,115 Vehicles 24,565 - Less: Accumulated depreciation (19,536 ) (4,115 ) Property and Equipment- net $ 9,144 $ - |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Capitalized Curriculum Development Costs | Capitalized curriculum development costs is summarized as follows: December 31, 2017 December 31, 2016 Common stock issued to individuals for services relating to curriculum development $ 110,000 $ 110,000 Contributed services of Thomas Monahan, President of Virtual Learning, relating to curriculum development 44,000 44,000 Total costs 154,000 154,000 Less accumulated amortization and impairment (154,000 ) (154,000 ) Net $ - $ - |
Deposits and Costs Coincident25
Deposits and Costs Coincident to Acquisition of Land for Development (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deposits And Costs Coincident To Acquisition Of Land For Development | |
Summary of Deposits and Costs Coincident to Acquisition of Land for Development | Deposits and costs coincident to acquisition of land for development are summarized as follows: December 31, 2017 December 31, 2016 Lacey Township, New Jersey, Marina contract: Deposit 25,000 - Site engineering, permits and other costs: 23,657 - Total Marina Contract 48,657 - 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 111,215 - Total Pines contract 131,215 20,000 Berkeley Township, New Jersey, Tallwoods contract: Deposit 10,000 - Site engineering, permits, and other costs 20,257 - Total Tallwoods contract 30,257 - Total $ 210,129 $ 20,000 |
Loans Payable to Related Part26
Loans Payable to Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable to Related Parties | Loans payable to related parties is summarized as follows: December 31, December 31, 2017 2016 Loans payable to chief executive officer $ 11,525 $ 11,525 Loans payable to GPIL (see Note 6) 3,118 3,118 Loan payable to DHL 100 100 Total $ 14,743 $ 14,743 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of States Federal Income Tax Rate Income Loss Before Income Taxes | The sources of the differences follow: Year ended December 31, 2017 Year ended December 31, 2016 Expected tax at 35% $ 6,978 $ (4,121 ) State income taxes, net of Federal benefit 1,851 - Non-deductible stock-based compensation 23,402 6,825 Non-deductible amortization of debt discounts - 1,458 Non-deductible amortization and 2016 impairment of stock-based and contributed Capitalized Curriculum Development Costs - 17,967 Provision for Federal income taxes at lower tax rate on taxable income under $50,000 (5,750 ) - Change in valuation allowance (19,315 ) (22,129 ) Provision for (benefit from) income taxes $ 7,166 $ - |
Schedule of Deferred Tax Assets | The significant components of DHDC’s deferred tax asset as of December 31, 2017 and December 31, 2016 are as follows: December 31, 2017 December 31, 2016 Deferred tax assets: Net operating loss carry forward $ - $ 19,315 Valuation allowance - (19,315 ) Net deferred tax asset $ - $ - |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Summary of Financial Information by Business Segment | Summarized financial information by business segment for the years ended December 31, 2017 and 2016 follows: Year ended December 31, 2017 2016 Revenue: Residential construction $ 2,939,634 $ 568,291 Educational software and products - 21 Total $ 2,939,634 $ 568,312 Income (loss) from operations: Residential construction $ 287,096 $ 153,263 Educational software and products - (51,333 ) Corporate- (267,158 ) (104,618 ) Total $ 19,938 $ (2,668 ) |
Schedule of Identifiable Assets | Identifiable assets: December 31, 2017 2016 Residential construction $ 748,313 $ 423,966 Corporate 25,899 36,101 Total $ 774,212 $ 460,067 |
Significant Accounting Polici29
Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 23, 2016 | Aug. 19, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Capital stock authorized | 75,000,000 | |||
Common stock, shares authorized | 70,000,000 | 70,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Property and equipment, estimated useful life | 5 years | |||
Unamortized capitalized curriculum development costs wrote off | $ 20,534 | |||
Dream Homes,Ltd [Member] | ||||
Business acquisitions voting rights, percent | 4.50% | |||
Number of common stock issued to acquire business | 2,225,000 | |||
Common stock agreed price per share | $ 0.05 | |||
Business acquisitions consideration transferred | $ 0 | |||
Dream Building, LLC [Member] | ||||
Business acquisitions voting rights, percent | 100.00% | |||
ANCL [Member] | ||||
Number of common stock issued to acquire business | 2,287,367 | |||
Common stock agreed price per share | $ 0.05 | |||
Business acquisitions consideration transferred | $ 0 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,656 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Less: Accumulated depreciation | $ (19,536) | $ (4,115) |
Property and Equipment- net | 9,144 | |
Office Equipment [Member] | ||
Property and equipment | 4,115 | 4,115 |
Vehicles [Member] | ||
Property and equipment | $ 24,565 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Amortization of capitalized curriculum development costs | $ 20,534 | |
Impairment of capitalized curriculum development costs | 20,534 | |
Amortization and impairment of capitalized curriculum development costs | $ 51,334 |
Other Assets - Schedule of Capi
Other Assets - Schedule of Capitalized Curriculum Development Costs (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Total costs | $ 154,000 | $ 154,000 |
Less accumulated amortization and impairment | (154,000) | (154,000) |
Net | ||
Common Stock Issued to Individuals for Services Relating to Curriculum Development [Member] | ||
Total costs | 110,000 | 110,000 |
Contributed Services of Thomas Monahan, President of Virtual Learning, Relating to Curriculum Development [Member] | ||
Total costs | $ 44,000 | $ 44,000 |
Deposits and Costs Coincident34
Deposits and Costs Coincident to Acquisition of Land for Development (Details Narrative) | Dec. 11, 2017shares | Dec. 08, 2017USD ($)ashares | Sep. 21, 2017shares | Apr. 26, 2017shares | Apr. 24, 2017USD ($)shares | Mar. 04, 2017USD ($) | Jan. 05, 2017USD ($) | Dec. 15, 2016USD ($)a | Dec. 15, 2016USD ($)a | May 01, 2016USD ($) | Mar. 18, 2016USD ($) | Apr. 30, 2017USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 01, 2017a |
Payments to acquire land | $ 700,000 | $ 2,430,000 | $ (5,800) | ||||||||||||
Restricted stock, value | 2,800 | ||||||||||||||
Purchase price | $ 700,000 | ||||||||||||||
Refundable deposit | $ 10,000 | ||||||||||||||
Development Costs | 50,000 | ||||||||||||||
Approval costs, acquisition costs and infrastructure costs | 1,000,000 | ||||||||||||||
Aggregate amount funding for home construction | 2,090,000 | ||||||||||||||
Deposits | 10,000 | 25,000 | |||||||||||||
Total engineering and approval costs | $ 40,000 | $ 100,000 | |||||||||||||
Tallwoods Contract [Member] | |||||||||||||||
Purchase of undeveloped land | a | 7 | ||||||||||||||
Number of restricted common stock shares issued during the period | shares | 71,429 | ||||||||||||||
Restricted stock, value | $ 10,000 | ||||||||||||||
NJ Department of Transportation [Member] | |||||||||||||||
Payable to local authorities | 36,750 | ||||||||||||||
Dream Homes,Ltd [Member] | |||||||||||||||
Number of restricted common stock shares issued during the period | shares | 100,000 | 162,200 | 25,000 | ||||||||||||
Restricted stock, value | $ 48,658 | ||||||||||||||
Refundable deposit | $ 10,000 | ||||||||||||||
Lacey Contract [Member] | |||||||||||||||
Purchase price | $ 1,000,000 | ||||||||||||||
General Development Corp [Member] | |||||||||||||||
Purchase of undeveloped land | a | 9 | 9 | |||||||||||||
Payments to acquire land | $ 15,000 | ||||||||||||||
Number of restricted common stock shares issued during the period | shares | 100,000 | 100,000 | |||||||||||||
Restricted stock, value | $ 5,000 | ||||||||||||||
Payments to acquire management contract rights | $ 10,000 | ||||||||||||||
Line of credit outstanding amount | $ 50,000 | ||||||||||||||
Dream Homes,Ltd [Member] | |||||||||||||||
Purchase of undeveloped land | a | 7.5 | ||||||||||||||
Payments to acquire land | $ 2,166,710 | ||||||||||||||
Refundable deposit | $ 25,000 | ||||||||||||||
Restricted shares of common stock committed but not issued as of April 16, 2018 | shares | 162,200 | ||||||||||||||
Dream Homes,Ltd [Member] | 2018 [Member] | |||||||||||||||
Payments to acquire land | $ 21,000,000 |
Deposits and Costs Coincident35
Deposits and Costs Coincident to Acquisition of Land for Development - Summary of Deposits and Costs Coincident to Acquisition of Land for Development (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Total | $ 210,129 | $ 20,000 |
Lacey Township, New Jersey, Marina contract [Member] | ||
Deposit | 25,000 | |
Site engineering, permits, and other costs | 23,657 | |
Total | 48,657 | |
Lacey Township, New Jersey, Pines contract [Member] | ||
Deposit | 10,000 | 10,000 |
Cost to acquire contract | 10,000 | 10,000 |
Site engineering, permits, and other costs | 111,215 | |
Total | 131,215 | 20,000 |
Berkeley Township, New Jersey, Tallwoods contract [Member] | ||
Deposit | 10,000 | |
Site engineering, permits, and other costs | 20,257 | |
Total | $ 30,257 |
Loans Payable to Related Part36
Loans Payable to Related Parties - Schedule of Loans Payable to Related Parties (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Total | $ 14,743 | $ 14,743 |
Loan Payable to Chief Executive Officer [Member] | ||
Total | 11,525 | 11,525 |
Loan Payable to GPIL [Member] | ||
Total | 3,118 | 3,118 |
Loan Payable to DHL [Member] | ||
Total | $ 100 | $ 100 |
Common Stock Issuances (Details
Common Stock Issuances (Details Narrative) - USD ($) | Dec. 29, 2017 | Dec. 27, 2017 | Dec. 11, 2017 | Dec. 08, 2017 | Sep. 21, 2017 | Jul. 12, 2017 | Apr. 26, 2017 | Apr. 24, 2017 | Mar. 14, 2017 | Feb. 22, 2017 | Dec. 29, 2016 | Oct. 21, 2016 | Oct. 13, 2016 | Aug. 23, 2016 | Aug. 19, 2016 | Aug. 18, 2016 | Apr. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Stock issued during the period restricted stock value | $ 2,800 | ||||||||||||||||||||
Common stock shares values issued | $ 6,000 | ||||||||||||||||||||
Stock based compensation shares | 100,000 | ||||||||||||||||||||
Tallwoods Contract [Member] | |||||||||||||||||||||
Number of restricted common stock shares issued during the period | 71,429 | ||||||||||||||||||||
Stock issued during the period restricted stock value | $ 10,000 | ||||||||||||||||||||
Green Chip Investor Relations [Member] | Consulting Services Agreement [Member] | |||||||||||||||||||||
Number of restricted common stock shares issued during the period | 56,000 | 56,000 | |||||||||||||||||||
Stock issued during the period restricted stock value | $ 2,800 | ||||||||||||||||||||
Common stock per share | $ 0.05 | ||||||||||||||||||||
Dream Homes,Ltd [Member] | |||||||||||||||||||||
Number of restricted common stock shares issued during the period | 100,000 | 162,200 | 25,000 | ||||||||||||||||||
Percent of equity interest | 4.50% | ||||||||||||||||||||
Agreed price per share | $ 0.05 | ||||||||||||||||||||
Stock issued during the period restricted stock value | $ 48,658 | ||||||||||||||||||||
Common stock per share | $ 0.40 | $ 0.40 | |||||||||||||||||||
Number of restricted common stock shares issued to exchange for vehicles | 40,000 | ||||||||||||||||||||
Number of restricted common stock issued to exchange for vehicles | $ 6,000 | ||||||||||||||||||||
Number of restricted common stock shares issued for cash for subscription agreement | 12,500 | ||||||||||||||||||||
Number of restricted common stock issued for cash for subscription agreement | $ 5,000 | ||||||||||||||||||||
Number of restricted common stock shares issued for settlement of accounts payable | 27,810 | ||||||||||||||||||||
Number of restricted common stock issued for settlement of accounts payable | $ 11,124 | ||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||
Issuance of common stock | $ 500,000 | ||||||||||||||||||||
Mr. Roger Fidler [Member] | |||||||||||||||||||||
Number of restricted common stock shares issued during the period | 250,000 | ||||||||||||||||||||
Agreed price per share | $ 0.01 | ||||||||||||||||||||
Stock issued during the period restricted stock value | $ 2,500 | ||||||||||||||||||||
Individual [Member] | |||||||||||||||||||||
Number of restricted common stock shares issued during the period | 160,000 | 160,000 | |||||||||||||||||||
Stock issued during the period restricted stock value | $ 8,000 | ||||||||||||||||||||
Common stock per share | $ 0.05 | $ 0.05 | |||||||||||||||||||
Convertible NoteHolders [Member] | |||||||||||||||||||||
Number of restricted common stock shares issued to convertible noteholders for notes and accrued interest | 326,857 | ||||||||||||||||||||
Number of restricted common stock issued to convertible noteholders for notes and accrued interest | $ 65,371 | ||||||||||||||||||||
Parent Company [Member] | |||||||||||||||||||||
Number of restricted common stock shares issued during the period | 2,287,367 | 2,225,000 | |||||||||||||||||||
Percent of equity interest | 4.50% | ||||||||||||||||||||
Agreed price per share | $ 0.05 | $ 0.05 | |||||||||||||||||||
GPIL [Member] | |||||||||||||||||||||
Number of restricted common stock shares issued for satisfaction of loans payable | 2,000,000 | ||||||||||||||||||||
Number of restricted common stock issued for satisfaction of loans payable | $ 20,000 | ||||||||||||||||||||
DHL [Member] | |||||||||||||||||||||
Number of restricted common stock shares issued during the period | 275,000 | ||||||||||||||||||||
DHL [Member] | Minority Stockholder [Member] | |||||||||||||||||||||
Number of restricted common stock shares issued during the period | 100,000 | ||||||||||||||||||||
General Development Corp [Member] | |||||||||||||||||||||
Number of restricted common stock shares issued during the period | 100,000 | 100,000 | |||||||||||||||||||
Stock issued during the period restricted stock value | $ 5,000 | ||||||||||||||||||||
Restricted Shares [Member] | |||||||||||||||||||||
Common stock shares values issued | $ 9,000 | ||||||||||||||||||||
Common stock per share | $ 0.05 | $ 0.05 | |||||||||||||||||||
Issuance of common stock, shares | 100,000 | ||||||||||||||||||||
Issuance of common stock | $ 100,000 | ||||||||||||||||||||
Number of common shares issued for legal services | 180,000 | 275,000 | |||||||||||||||||||
Restricted Shares [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||
Number of common shares issued for legal services | 50,000 | ||||||||||||||||||||
Restricted Shares [Member] | Secretary [Member] | |||||||||||||||||||||
Number of common shares issued for legal services | 50,000 | ||||||||||||||||||||
Restricted Shares [Member] | Outside Directors Two [Member] | |||||||||||||||||||||
Number of common shares issued for legal services | 10,000 | ||||||||||||||||||||
Restricted Shares [Member] | Outside Directors One [Member] | |||||||||||||||||||||
Number of common shares issued for legal services | 10,000 | ||||||||||||||||||||
Restricted Shares [Member] | Four Other Individuals [Member] | |||||||||||||||||||||
Number of common shares issued for legal services | 60,000 | ||||||||||||||||||||
Restricted Shares [Member] | Company Officers and Outside Directors [Member] | |||||||||||||||||||||
Common stock shares values issued | $ 6,000 | ||||||||||||||||||||
Restricted Shares [Member] | DHL Employees [Member] | |||||||||||||||||||||
Common stock shares values issued | $ 3,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 35.00% | |
Operating loss carryforwards | $ 118,389 |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of States Federal Income Tax Rate Income Loss Before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Expected tax at 35% | $ 6,978 | $ (4,121) |
State income taxes, net of Federal benefit | 1,851 | |
Non-deductible stock-based compensation | 23,402 | 6,825 |
Non-deductible amortization of debt discounts | 1,458 | |
Non-deductible amortization and 2016 impairment of stock-based and contributed Capitalized Curriculum Development Costs | 17,967 | |
Provision for Federal income taxes at lower tax rate on taxable income under $50,000 | (5,750) | |
Change in valuation allowance | (19,315) | (22,129) |
Provision for (benefit from) income taxes | $ 7,166 |
Income Taxes - Schedule of St40
Income Taxes - Schedule of States Federal Income Tax Rate Income Loss Before Income Taxes (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Percentage of expected tax | 35.00% | 35.00% |
Provision for federal income taxes at lower tax rate on taxable income | $ 50,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 19,315 | |
Valuation allowance | (19,315) | |
Net deferred tax asset |
Business Segments (Details Narr
Business Segments (Details Narrative) | 12 Months Ended |
Dec. 31, 2017Integer | |
Business Combinations [Abstract] | |
Number of business segments | 1 |
Business Segments - Summary of
Business Segments - Summary of Financial Information by Business Segment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 2,939,634 | $ 568,312 |
Income (loss) from operations | 19,938 | (2,668) |
Residential Construction [Member] | ||
Revenue | 2,939,634 | 568,291 |
Income (loss) from operations | 287,096 | 153,263 |
Educational Software and Products [Member] | ||
Revenue | 21 | |
Income (loss) from operations | (51,333) | |
Corporate [Member] | ||
Income (loss) from operations | $ (267,158) | $ (104,618) |
Business Segments - Schedule of
Business Segments - Schedule of Identifiable Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Identifiable assets total | $ 774,212 | $ 460,067 |
Residential Construction [Member] | ||
Identifiable assets total | 748,313 | 423,966 |
Corporate [Member] | ||
Identifiable assets total | $ 25,899 | $ 36,101 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Nov. 03, 2017USD ($)$ / sharesshares | Jun. 20, 2017USD ($) | May 08, 2017 | Apr. 28, 2017 | Feb. 10, 2017USD ($)shares | Sep. 15, 2016USD ($) | Dec. 31, 2017USD ($)Integershares | Dec. 31, 2016Integer |
Number of contracts assigned | Integer | 6 | |||||||
Stock issued during the period restricted stock value | $ 2,800 | |||||||
Lumber Vendor [Member] | ||||||||
Number common stock shares issued for reduction of accounts payable | shares | 11,124 | |||||||
Vendor [Member] | ||||||||
Number common stock shares issued for reduction of accounts payable | shares | 27,810 | |||||||
Private Placement [Member] | ||||||||
Equity and debt offering | $ 5,000,000 | |||||||
Unit issued price per share | $ / shares | $ 0.40 | |||||||
Warrants purchase of common stock shares | shares | 1 | |||||||
Warrants term | 1 year | |||||||
Warrants exercise price per share | $ / shares | $ 0.60 | |||||||
Offering period | within 3 years of the date of Unit purchase | |||||||
Private Placement [Member] | Convertible Debt [Member] | ||||||||
Debt offered percentage | 8.00% | |||||||
Debt instrument, maturity period | 4 years | |||||||
Debt instrument, offering date | Jan. 2, 2018 | |||||||
Debt instrument, extended date | Jun. 2, 2018 | |||||||
Debt conversion price per share | $ / shares | $ .75 | |||||||
Nonbank Lender [Member] | ||||||||
Line of credit | $ 50,000 | |||||||
Line of credit interest rate | 12.00% | |||||||
Line of credit facility principal due payable terms | outstanding principal is due and payable in 60 months. | |||||||
Two Employee Agreements [Member] | ||||||||
Sales commission | $ 60,367 | |||||||
Lease Agreement [Member] | ||||||||
Rent expense | 11,000 | |||||||
Investor Relations and Consulting Services Agreement [Member] | ||||||||
Fees payment to investor | $ 12,150 | |||||||
Investor Relations and Consulting Services Agreement [Member] | Investor [Member] | ||||||||
Agreement expiration term | Aug. 31, 2017 | |||||||
Number of restricted common stock shares issued during the period | shares | 56,000 | |||||||
Stock issued during the period restricted stock value | $ 2,800 | |||||||
Fees payment to investor | $ 2,000 | |||||||
June 20 2017 to June 20 2022 | Lease Agreement [Member] | ||||||||
Agreement term interval based | 5 years | |||||||
Lease Term of renewal | 5 years | |||||||
Lease term | 2 years | |||||||
August 20 2017 | Lease Agreement [Member] | ||||||||
Rent expense | $ 1,200 | |||||||
November 20 2017 | Lease Agreement [Member] | ||||||||
Rent expense | $ 2,200 | |||||||
April 18, 2018 [Member] | ||||||||
Sale of stock, shares | shares | 52,810 | |||||||
Sale of stock | $ 10,000 | |||||||
Before December 31, 2017 | ||||||||
Sale of stock, shares | shares | 12,500 | |||||||
Sale of stock | $ 5,000 | |||||||
After December 31, 2017 | ||||||||
Sale of stock, shares | shares | 12,500 | |||||||
Sale of stock | $ 5,000 | |||||||
Vice President of Business Development [Member] | April 28 2017 to December 31 2020 | ||||||||
Agreement term interval based | 1 year | |||||||
Sales Manager [Member] | May 8 2017 to May 8 2019 | ||||||||
Agreement term interval based | 1 year | |||||||
Construction Contracts [Member] | ||||||||
Number of contracts assigned | Integer | 14 | |||||||
Construction Contracts [Member] | Dream Building, LLC [Member] | ||||||||
Construction contract price | $ 2,008,667 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts payable and accrued expenses | $ 396,278 | $ 396,278 | $ 94,854 | ||
Office Space One [Member] | April 2017 [Member] | |||||
Monthly rent | 18,000 | 2,000 | |||
Office Space Two [Member] | |||||
Monthly rent | $ 4,000 | ||||
Office Space Two [Member] | Commencing April 2017 and Ending September 2017 [Member] | |||||
Monthly rent | $ 800 | ||||
Chief Executive Officer [Member] | |||||
Salary paid | 54,000 | ||||
Secretary [Member] | |||||
Salary paid | 66,000 | ||||
Dream Building LLC [Member] | |||||
Allocated payroll expenses including selling, general and administrative expenses | 607,305 | 607,305 | |||
DHL [Member] | |||||
Accounts payable and accrued expenses | $ 130,152 | $ 130,152 |
Stock Warrants (Details Narrati
Stock Warrants (Details Narrative) - USD ($) | Jul. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | May 08, 2017 | Apr. 28, 2017 |
Stock based compensation | $ 66,864 | $ 19,500 | ||||
Stock Warrant [Member] | ||||||
Stock warrants issued | 750,000 | 750,000 | ||||
Stock Warrant [Member] | Vice President of Business Development [Member] | ||||||
Stock warrants issued | 20,000 | |||||
Stock Warrant [Member] | Sales Manager [Member] | ||||||
Stock warrants issued | 20,000 | |||||
Warrant [Member] | ||||||
Stock based compensation | $ 64,064 | |||||
DHDC [Member] | ||||||
Stock warrants issued | 750,000 | |||||
Fair value assumption total value | $ 407,850 | |||||
Fair value assumption stock price per share | $ 0.60 | |||||
Fair value assumption exercise price per share | $ 0.30 | |||||
Fair value assumption dividend yield | 0.00% | |||||
Fair value assumption risk free interest | 1.53% | |||||
Fair value assumption expected volatility | 171.00% | |||||
Fair value assumption term | 3 years | |||||
DHDC [Member] | Through July 20, 2020 [Member] | ||||||
Warrants per share | $ 0.30 | |||||
DHDC [Member] | Chief Executive Officer [Member] | ||||||
Stock warrants issued | 500,000 | |||||
DHDC [Member] | Secretary [Member] | ||||||
Stock warrants issued | 100,000 | |||||
DHDC [Member] | Two Other Directors [Member] | ||||||
Stock warrants issued | 60,000 | |||||
DHDC [Member] | Non Executive DHL Project Manager Employee [Member] | ||||||
Stock warrants issued | 50,000 | |||||
DHDC [Member] | Stock Warrant [Member] | ||||||
Stock warrants issued | 750,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 09, 2018 | Oct. 13, 2016 |
Stock based compensation, recognized | 100,000 | |
Subsequent Event [Member] | Dream Homes,Ltd [Member] | ||
Minority stockholder | $ 10,000 | |
Proceeds from private placement of common stock | $ 500,000 | |
Subsequent Event [Member] | Restricted Stock [Member] | Secretary [Member] | ||
Number of common shares issued for legal services | 25,000 | |
Stock based compensation, recognized | 25,000 | |
Subsequent Event [Member] | Restricted Stock [Member] | Directors [Member] | ||
Number of common shares issued for legal services | 25,000 | |
Stock based compensation, recognized | 25,000 | |
Subsequent Event [Member] | Restricted Stock [Member] | Dream Homes,Ltd [Member] | ||
Number of common stock, shares | 40,000 | |
Number of common shares issued for legal services | 30,000 | |
Stock based compensation, recognized | 40,000 |