As filed with the Securities and Exchange Commission on August 12, 2011
Registration No. 333-176258
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DREAM HOMES LIMITED
(Exact name of Registrant as specified in its charter)
Nevada
1520
26-1917476
(State or other jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
incorporation or organization)
Classification Code Number)
Identification Number)
314 Route 9
Forked River, New Jersey 08731
(609) 693 – 8881 Ext. 102
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Vincent Simonelli
Chief Executive Officer
Dream Homes Limited
314 Route 9
Forked River, New Jersey 08731
(609) 693 – 8881 Ext. 102
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Christopher H. Dieterich, Esq.
Dieterich & Associates, LP
11835 West Olympic Blvd., Suite1235E
Los Angeles, California 90064
(310) 312-6888
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on adelayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box:x
If this Form is filed to register additional securities for an offering pursuant to Rule462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
1
If this Formis a post-effective amendment filed pursuant to Rule462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.o
Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated file, or a smaller reporting company. See
the definitions of "large accelerated filer”“, acceleratedfiler”, and "smaller reporting company"in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filero
Accelerated filero
Non-accelerated filero
Smaller reporting companyx
(Do not check if a smaller reporting
company)
CALCULATION OF REGISTRATION FEE
Titleof Each Class of
Amount to
Proposed Maximum
Proposed Maximum
Amount of
Securities to be Registered
be Registered (1)
Offering Price
Aggregate
Registration Fee
PerShare(2)
Offering Price
Common Stock, $0.001 par value per
5,000,000
$1.00
$5,000,000
$580.50
share
(1) Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of
common stock as may be issuable with respect to the shares being registered hereunderbecause of stock splits, stockdividends, or similar
transactions.
(2) Estimated solely for calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, using theprice
included in the Company’s most recentprivateplacement, which occurred in September 2010.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordancewith
section 8(a)of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange
Commission acting pursuant to said section 8(a) may determine.
2
The information in this prospectus is not complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated January __, 2012
Prospectus
Dream Homes Limited.
5,000,000 Shares
Common Stock
Maximum Offering Price per Share $1.00
This is the initial public offering of common stock oDfream Homes Limited(“Dream Homes”, the “Company”,
“we”, “us” or in the possessive “our”). Before this offering, there has been no public market for our common stock
and our common stock is not listed on any stock exchange or on the over-the-counter market.
The securities offered in this Prospectus involve a high degree of risk. YOU SHOULD CAREFULLY CONSIDER
THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 9.
The information in this prospectus is not complete and may be changed.We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
This distribution of our common shares isthe first public distribution of our share.s It is our intention to seek a
market maker to publish quotations for our shares on the OTC Electronic Bulletin Board (“Bulletin Board”).So far,
no one has agreed to be our primary market maker on the Bulletin Board. We can provide no assurance to you that a
public market for our shares will develop and if so, what the market price of our shares may be. The Company, on a
best efforts basis, will offer the shares at $1.00 per shareT. here is no minimum amount needed to close this
offering.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is January __, 2012
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TABLE OF CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
5
PROSPECTUS SUMMARY
6
RISK FACTORS
9
USE OF PROCEEDS
18
SELLING STOCKHOLDERS
20
DESCRIPTION OF SECURITIES
20
DESCRIPTION OF BUSINESS
21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
24
RESULTS OF OPERATIONS
MANAGEMENT
31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
32
EXECUTIVE COMPENSATION
33
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
33
DESCRIPTION OF CAPITAL STOCK
34
PLAN OF DISTRIBUTION
36
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS
40
LEGAL MATTERS
40
OUR TRADING SYMBOL
40
EXPERTS
40
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
42
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission. You
should rely only on the information contained in this prospectus or to which we have referred you. We have not
authorized anyone to provide you with information or to make any representation on behalf of the Company that is
different from that contained in this prospectus. You should not rely on any unauthorized information or
representation. This prospectus is an offer to sell only the securities offered by this prospectus under circumstances
and in jurisdictions where it is lawful to do so. The information in this prospectus is accurate only as of the date of
this prospectus, regardless of the date of delivery of this prospectus or of any sales of these securities. Our
business, financial condition, results of operations and prospects may have changed since the date of this
prospectus. This prospectus may be used only in jurisdictions where it is legal to sell these securities.
4
EXPLANATORY NOTE
In this Registration Statement, “the Company”, “we”, “us”, and “our” refer to Dream Homes Limited.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
Some of the statements contained or incorporated by reference in this prospectus are "forwar-dlooking statements"
These statements are based on the current expectations, forecasts, and assumptions of our management and are
subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed
or implied by the forwardlo- oking statements. Forward-looking statements are sometimes identified by language
such as "believe," "may," "could," "estimate," "continue," "anticipate," "intend," "should," "plan," "expect,"
"appear," "future," "likely," "probably," "suggest," "goal," "potential" and similar expressions and may also include
references to plans, strategies, objectives, and anticipated future performance as well as other statements that are not
strictly historical in nature. The risks, uncertainties, and other factors that could cause our actual results to differ
materially from those expressed or implied in this prospectus include, but are not limited to, those noted under the
caption "Risk Factors" beginning on page 8 of this prospectus. Readers should carefully review this information as
well the risks and other uncertainties described in other filings we may make after the date of this prospectus with
the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on f-olorowkiarngd statements. They reflect opinions,
assumptions, and estimates only as of the date they were made, and we undertake no obligation to publicly update or
revise any forward-looking statements in this prospectus, whether as a result of new information, future events or
circumstances, or otherwise.
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PROSPECTUS SUMMARY
This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it
does not contain all of the information that you should consider before buying shares of our common stock. You
should read the entire prospectus and any prospectus supplements carefully, especially the sections entitled
"Caution Regarding Forward Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," together with our financial statements and the related notes
included elsewhere in this prospectus and in any prospectus supplements related thereto, before deciding to
purchase shares of our common stock.
Dream Homes Limited.
Depending upon the context, hte terms "Dream Homes Limited”, “Dream Homes”, “Company," "we," "our" and
"us," refers to either Dream Homes Limited alone or Dream Homes Limited and its subsidiaries collectively.
Organizational History
Dream Homes Limited (the “Company”) was incorporated in the State of Nevada on January 29, 2008as Foxmoor
Holdings Corp. It amended its Articles to and recently changed its name to Dream Homes Limited on July 30, 2010.
It is a newlycreated entity with the business purpose of expanding, exploring and capitalizing on the current and
future opportunities for real estate development and construction, primarily in the southern New Jersey marketIt.
intends to utilize the real estate expertise of its managers and owners, who for the timeg bweiilln be devoting
substantial portions of their time and energies on a volunteer basiDsreatom Homes Limited. We have not
generated any revenues from operations, but must be considered a star-tup business. Our statutory registered agent
in Nevada is Robert M. Terry. Our administrative office is located at 314 Rt. 9, Forked River, NJ 08731Our.
telephone number is (609) 693-8881, extension 102.
Dream Homes Limited’spotential operations include thedevelopment, sale of a variety of approvedand improved
properties, residential communities, including construction of entry-level and first time move-up single-family and
multi-family homes.
Summary Financial Data
Because this is only a summary of our financial information, it does not contain all of thefinancial information that
may be important to you. Therefore, you should carefully read all of the information in this prospectus and any
prospectus supplement, including the financial statements and their explanatory notes and the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of Operations," before making a
decision to invest in our common stock. The information contained in the following summary are derived from our
financial statements for the quarters endedSeptember 30, 2011and 2010, and the fiscal years ended December 31,
2010, 2009, and 2008.
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Statement of Operations Data:
Nine Months Ended September
Year Ended December 31,
30,
2011
2010
2010
2009
Revenue from the sale of homes
$
-
$
-
$
-
$
-
Cost of homes sold
-
-
-
-
Common stock issued for consulting
-
825,000
825,000
1,667,616
services
Professional fees accrued or paid
47,238
7,000
9,000
28,600
with cash
Selling, general, and administrative
363
215
366
7,243
Rent
9,000
9,000
12,000
12,000
Depreciation
300
300
1,300
400
Total operating expenses
56,901
841,515
846,766
1,715,859
Net loss
$ (61,701)
$ (838,515)
$ (859,881)
$ (1,749,189)
Balance Sheet Data:
Nine Months Ended September 30,
Year Ended December 31,
2011
2010
2010
2009
Cash and cash equivalents
$
-
$
36
$
485
$
651
Miscellaneous receivables
-
-
-
4,970
Property held for development
414,765
414,765
414,765
414,765
Due from related parties
84,986
227,557
84,986
217,581
Office equipment, net
992
1,100
1,000
1,400
Total assets
$ 500,743
$ 643,458
$ 501,236
$ 639,367
Net stockholders’ equity
$ 307,524
$ 390,291
$ 369,225
$ 404,106
Our Principal Executive Offices. Our principal executive offices are located at314 Route 9, ForkedRiver, New
Jersey 08731. Our telephone number (i609)s
6938881,-
extension 102and our website aeddrss is
www.dreamhomesltd.com. Information included or referred to on our website is not a part of this prospectus.
Market Data and Industry Information
We obtained the market data and industry information contained in this prospectus from internal surveys, estimates,
reports, and studies, as appropriate, as well as from market research, publicly availabinleformation, and industry
publications. Although we believe our internal surveys, estimates, reports, studies and market research, as well as
industry publications are reliable, we have not independently verified such information.
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Summary of the Offering
Shares of common stock offered by us
5,000,000 shares
Offering Price
$1.00 per share
Use of proceeds
We intend to use such proceeds for working capital, reduction of
indebtedness, acquisitions and other general corporate purposes.
Shares are being offered by the Company on aBe“st Efforts” basis,
Risk Factors
meaning that there is no assurance that any or all of the remaining
Offering will be sold.An investment in our common stock is
speculative and involves substantial risks. You should read the “Risk
Factors” section of this prospectus for a discussion of certain factors
to consider carefully before deciding to invest in shares of our
common stock.
Plan of Distribution
The shares of common stock covered by this prospectus may be sold
by
the Registrant in
the
manner
described
under
"Plan
of
Distribution”, starting on page 36 of this Prospectus.
OTC Bulletin Board Symbol
The Common Stock of Dream Homes does not havea trading symbol
at this time.
Questions and Answers about the Offering
Q.
How many Dream Homes Ltd. Shares will I receive?
A.
Dream Homes will issue to you one(1) share of our common stock for each dollar ($1.00) that you choose
to invest. Fractional shares will not be allowed.
Q.
What are shares of Dream Homes worth?
A.
The value of our shares will be initially set at $1.00, but their ultimate value will be determined by their
trading price after the offering, and assuming that we become a trading company. We do not know what the trading
price will be and we can provide no assurances as to value or even if the shares will trade at all.
Q.
What will Dream Homes do after the offering?
A.
The Company’s business will not change as a result of this transaction. We are currently a developme-nt
state enterprise.
Q.
Will Dream Homes shares be listed on a national stock exchange or the NASDAQ Stock Market.
A.
Our shares will not be listed on any national stock exchange nor on the NASDAQ Stock MarketI.t is our
hope that the shares will be quoted by one or more market makers on the Bulletin Board.
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RISK FACTORS
THE PURCHASE OF THE SHARES IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. EACH
PROSPECTIVEINVESTOR IS URGED TO CONSIDER CAREFULLY THE RISK FACTORS DISCUSSED BELOW, IN ADDITION
TO THE RISKS SET FORTH ELSEWHERE, IN DETERMINING WHETHER AN INVESTMENT IN THE COMPANY SHOULD
BE MADE AND IS APPROPRIATE FOR THEM. YOU SHOULD NOT INVEST IN OUR COMMON STOCK UNLESS YOU CAN
AFFORD TO LOSE YOUR ENTIRE INVESTMENT AND YOU ARE NOT DEPENDENT ON THE FUNDS YOU ARE INVESTING.
Added Costs Due to Being a Public Company.
There is a substantial increase of costs to the Companybecause of being Public. These costs include, but are not
limited to the costof conducting a yearly audit of the financial condition and quarterly reviews of the Company and
such costs can be in excess of $50,000 year. lyIn addition, there can be additional legal costs associated with
preparing all necessary filings with the Secituiers and Exchange Commission or other regulatory body, if the
Company is not subject to the reporting requirements of section 13 or 15(d) of the Securities A. cTt here are also
assorted other additional costs to the Company for being Pu.bl Bic ecauseof all of these additional costs, the
Company is likely to be less profitable, if it becomes profitable, if it does not generate enough revenue, when and if
commences producing revenue, to cover the additional costs.
Our Board of Directors does not contain any independent directors.
Our board is composed of two members, Vincent Simonelli and Richard Pezzullo. Mr. Simonelli current owns
78.68% of the issued and outstanding common stock shares of Dream Homes. MPezzur. llo is an employee of
Dream Homes, serving as the VP of Information Technology, as well as second member of the board. Thus, the
Board members are not an “independent” director, based on the independence criteria set forth in the corporate
governance listing standards of the NASDAQ Stock Mark.etThe NASDAQ is the exchange that we selected in
order to determine whether our directors and committee members meet the independence criteria of a national
securities exchange, as required by Item 407(a)(1) of Regulation S-K. An independent director means a person who
is not an employee (or a relative of an employee), who has no material business relationship with the companya,nd
is not a significant owner of the company’s shares. Due to our smallsize, the Company does not presently have a
separately designated audit committee, compensation committee, or nominating committee.
We have a history of no revenue and no income and recent losses since our inception that may continue and
cause investors to lose their entire investment.
Dream Homes Limited (formerly Foxmoor Holdings Corp), (“Dream Homes”), is a Nevada corporation formed on
January 29, 2008and it has cumulativenet losses amounting to $2,894,785 from Inception to December 31, 2010,
losses amounting to $859,881for the year ended December 31, 2010 and losses amounting to$61,701 for the nine
months ending September 30, 2011.
Because of these conditions, we will require additional working capital to develop our business operations. We have
not achieved profitability and we can give no assurances that we will achieve profitability within thenear future, as
we fund operating and capital expenditures, in such areas as sales and marketing and research and development. We
cannot assure investors that we will ever achieve or sustain profitability or that our operating losses will not increase
in the future. If we continue to incur losses, we will not be able to fund any of our sales and marketing and research
and development activities,and we may be forced to cease our operation. sIf we are forced to cease operations,
investors will lose the entire amount of their investment.
Our independent auditors have expressed substantial doubt about our ability to continue as a going concern,
which may hinder our ability to obtain future financing and which may force us to cease operations.
In their report dated April 15, 2011, our independent auditors stated that our financial statements for the year ended
December 31, 2009 and 2010 were prepared assuming that we would continue as a going concer.nOur ability to
continue as a going concern is an issue raisedbecause of recurring losses from operations and cash flow deficiencies
since our inception. We continue to experience net losses. Our ability to continue as a going concern is subject to
our ability to generate a profit and/or obtain necessary funding from outside so.urcesThese include obtaining
9
additional funding from the sale of our securities, increasing sales or obtaining loansgraanntds from various
financial institutions. In light of our financial position, and the current global credit crisis, we may be unable to raise
working capital sufficient to continue to fund the operations of the business. If we are unable to continue asa going
concern, you may lose your entire investm.enOt ur management has currently been advancing funds to the
Company to help sustain its operations on a non-interest bearing and unsecured basis. Given the difficult current
economic environment, webelieve that it will be difficult to raise additional funds and there can be no assurance as
to the availability of additional financing or the terms upon which additional financing may be av.ailaInble
addition, the going concern explanatory paragraph included in our auditor’s report on our financial statements could
inhibit our ability to enter into strategic alliances or other collaborations or our ability to raise additional financin.g
If we are unable to obtain such additional capital, we will notablbee to sustain our operations and would be
required to cease our operations and/or seek bankruptcy protect.ionEven if we do raise sufficient capital and
generate revenues to support our operating expenses, there can be no assurance that the revenue willbe sufficient to
enable us to develop our business to a level where it will generate profits and cash flows from oper. atIinons
addition, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage
ownership of our stockholders could be significantly diluted, and thenesewly issued securities may have rights,
preferences, or privileges senior to those of existing stockho.ldeIrfs we obtain additional debt financing, a
substantial portion of our operating csah flow may be dedicated to the payment of principal and interest on such
indebtedness, and the terms of the debt securities issued could impose significant restrictions on our operations.
The loss of Vincent Simonelli, our Chief Execute Officer, or our inability to attract and retain qualified
personnel could significantly disrupt our business.
We are wholly dependent, at present, on the personal efforts and abilities of Vincent Simonelli, our Chairman, Chief
Executive Officer & Chief Financial Officer. He is 46 years old. The loss of services of Mr. Simonelli will disrupt,
if not stop, our operations. In addition, our success will depend on our ability to attract and retain highly motivated,
well-educated specialists to our staff. Our inability to recruit and retain such individuals may delay implementing
and conducting our business on the internet, and or result in high employee turnover, which could have a materially
adverse effect on our business or results of operations once commenced. There is no assurance that personnel of the
caliber that we require will be available.
Because we have a limited operating history, we may not be able to successfully manage our business or achieve
profitability, it will be difficult for you to evaluate an investment in our stock, and you may lose your entire
investment.
We were initially formed in January 2008. We have a limited operating history. Our prospects must be considered
in light of the risks, costs and difficulties frequently encountered by companiesin their early stage of development.
In order to be successful, we must, raise meaningful amounts of capital, commence construction and sell several
houses to be profitable. There is, therefore, nothing at this time on which to base an assumption thaturobusiness
will prove successful, and there is no assurance that it will be able to operate profitably if or when operations
commence. You may lose your entire investment due to our lack of experience.
Risks Related to Our Business
Our home sales and operating revenues could decline due to macro-economic and other factors outside of our
control, such as changes in consumer confidence and declines in employment levels.
Changes in national and regional economic conditions, as well as local economic conditions where we conduct our
operations and where prospective purchasers of our homes live, may result in more caution on the part of
homebuyers and, consequently, fewer home purchases. These economic uncertainties involve, among other things,
conditions of supply and demand in local markets and changes in consumer confidence and income, employment
levels, and government regulations. These risks and uncertainties could periodically have an adverse effect on
consumer demand for and the pricing of our homewsh, ich could cause our operating revenues to declineA.
reduction in our revenues could, in turn, negatively affect the market price of our securities. Although market
conditions in the housing industry were strong in recent years, the market has signifciantly slowed in 2008 and 2009
in our markets, as new contracts have declined and cancellation rates have increased. The homebuilding industry is
cyclical, has from time to time experienced significandiftficulties, and is significantly affected by chansgein
10
general and local economic conditions such as:
• employment levels and job growth;
• availability of financing for home buyers;
• interest rates;
• consumer confidence;
• housing demand; and
• population growth.
An oversupply of alternatives to new homes, such as rental properties and usheodmes could depress prices and
reduce margins for the sale of new homes.
Weather conditions and natural disasters such as hurricanes, tornadoes, earthquakes, floods and fires can harm the
local homebuilding business.
The difficulties described above could cause us to take longer and incur more costs to build our homes. We may not
be able to recapture increased costs by raising prices in many cases because we fix our prices up to twelve months in
advance of delivery by signing home sales contracts. In addition, some home buyers may cancel or not honor their
home sales contracts altogether.
A substantial increase in mortgage interest rates or unavailability of mortgage financing may reduce consumer
demand for our homes.
Virtually all purchasers of our homes finance their acquisitions through lenders providing mortgage financingA.
substantial increase in mortgage interest rates or unavailability of mortgage financing would adversely affect the
ability of prospective first time and move-up homebuyers to obtain financing for our homes, as well as adversely
affect the ability of prospective move-up homebuyers to sell their current homes. As a result, our margins,revenues,
and cash flows may also be adversely affected.
If we are unsuccessful in competing against our homebuilding competitors, our market share could decline or
our growth could be impaired and, as a result, our financial results could suffer.
Although we are a development-stage company, andnot currently selling housing, competition in the homebuilding
industry is intense, and there are relatively low barriers to entry into our business. Increased competition could hurt
our business, as it could prevent us from acquiring attractive parcels of land on which to build homes or make such
acquisitions more expensive, hinder our market share expansion, and lead to pricing pressures on our homes that
may adversely affect our margins and revenue.s If we are unable to successfully compete, our financial results
could suffer and the value of, or our ability to service our debt, including the notes purchased through the February
2008 Private Placement could be adversely affec.tedOur competitors mayindependently develop land and
construct housing unist that are superior or substantially similar to our pro.ducFtsurthermore, some of our
competitors have substantially greater financial resources and lower costs of funds than w.e dMoany of these
competitors also have longstanding relationships with subcontractors and suppliers in the markets in which we
operate.
While the current market situation, (in which many of the national builders in the southern New Jersey area have
either, temporarily, or permanently curtailed their residential home-building operations (at least anything considered
speculative in nature)), is considered by Management to be apositive state of events, one wonders how long this
fortunate circumstance can persis.t Certainly, as the national and larger regional builders (Khov, Ryan, Pulte,
Iacobucci) wade carefully back into the market, supply will necessarily increasClae.ssically, with all other
variables remaining equal, increased supply generally serves as a depressant to prices. Nevertheless, one ofDream
Homes’ competitive advantages is the experience of the management team in constructing starter or first time move-
up homes on a speculative basis, while the competition generally persists in constructing only as firm commitments
are in hand. This advantage will persist andremain as important, or increasingly more important, as the market
continues to evolve.
11
It is Management’s firm opinion that there currently exists, and will continue to exist for the foreseeable future, a
vast market and demand from, consisting of homebuyers in New Jersey who have been unable to afford homes, and
further that good quality speculative residential inventory which is presented to this market intelligently, will be
readily absorbed. While the competition often has financial resources, which (currently) dwarf that of the Company,
the management team has the experience and proven ability to react more quickly and accurately to current market
requirements. These qualities serve as a valuable barrier to entry in the very competitive residential housing market.
We could experience an inability to acquire land for our housing developments if we are unable to obtain
reasonably priced financing to support our homebuilding activities.
The homebuilding industry is capital intensive, and homebuildinregquires significant up-front expenditures to
acquire land and begin development. Accordingly, we incur substantial indebtedness to finance our homebuilding
activities. We believe thatprivate borrowings will become available to fund some of the acquisition-related capital
needs, specifically including land purchases. If such sources are not sufficient, we would seek additional capital in
the form of equity or debt financing from a variety of potential sources, including additional bank financing and/or
securities offerings. The amount and types ofindebtedness, which we may incur,are limited by the terms of the
indentures governing notes and our other existing d.ebtSee "Description of Other Existing Indebtedness.”In
addition, the availability of orbrowed funds, especially for land acquisition and construction financing, may be
greatly reduced nationally, and the lending community may require increased amounts of equity to be invested in a
project by borrowers in connection with both new loans and the extension of existing loans. If we are not successful
in obtaining sufficient capital to fund our planned capital and other expenditures, we may be unable to acquire land
for our housing developments. The two properties that we have under contract currently provide for seller-assisted
financing, but also have closing dates which could cause the contracts to be cancelled or lapse if those deadlines are
not met, in which case we could lose those properties or be required to pay more than currently contracted for those4
properties. Additionally, if we cannot obtain additional financing to fund the purchase of land under our option
contracts, we may incur contractual penalties and fees.
The Corporation may need to seek out loans from banks to financesetheprojects. As part of their financing
agreements, the banks typically require Vincent Simonelli to personally guarantee these lo.anIsf Mr. Simonelli
cannot qualify as a guarantor and there is no one other than him in the Corporation to provide thoseugarantees, the
financing of the deals may be adversely affected.
We are subject to extensive government regulation, which could cause us to incur significant liabilities or restrict
our business activities.
Regulatory requirements could cause us toincur significant liabilities and operating expenses and could restrict our
business activities. We are subject to local,state, and federal statutes and rules regulating, among other things,
certain developmental matters, building and site design, and mttears concerning the protection of health and the
environment. Our operating expenses may be increased by governmental regulations such as building permit
allocation ordinances and impact and other fees and taxes, which may be imposed to defray the cost of providing
certain governmental services and improvement.s Other governmental regulations, such as building moratoriums
and "no growth" or "slow growth" initiatives, which may be adopted in communities which have developed rapidly,
may cause delays in home projects or otherwise restrict our business activities resulting in reductions in our
revenues. Any delay or refusal from government agencies to grant us necessary licensespe,rmits, and approvals
could have an adverse effect on our operations.
We may incur additional operating expenses due to compliance programs or fines, penalties and remediation
costs pertaining to environmental regulations within our markets.
We are subject to a variety of locals,tate, and federal statutes, ordinances,rules, and regulations concerning the
protection of health and the environment. The particular environmentallaws, which apply to any given community,
vary greatly according to the community site, the site's environmentalconditions, and the present and former use of
the site. Environmental laws may result in delays, may causeexpensive compliance programs and us to implement
time consuming and may prohibit or severely restrict development in certain environmentally sensitive regions or
areas. From time to time, the United States Environmental Protection Agency and similar federal or state agencies
12
review homebuilders' compliance with environmental laws and may levy fines and penalties for failure to strictly
comply with applicable environmental laws or impose daditional requirements for future compliance as a result of
past failures. Any such actions taken with respect to us may increase our costs. Further, we expect that increasingly
stringent requirements will be imposed on homebuilders in the futur.e Environmental regulations can also have an
adverse impact on the availability and price of certain raw materials such as lumber.
We may be subject to significant potential liabilities because of construction defect, product liability, and
warranty claims made against us.
As a homebuilder, we have been, and continue to be, subject to construction defect, produliacbtility, and home
warranty claims, including moisture intrusion and related mold claims, arising in the ordinary course of busin.ess
These claims are common to the homebuilding industry and can be costly.
With respect to certain general liability exposures, including construction defect, moisture intrusion and related
mold claims and product liability, interpretation of underlying current and future trends, assessment of claims and
the related liability and reserve estimation process is highly judgmental due to the complex nature of these
exposures, with each exposure exhibiting unique circumsta.ncesFurthermore, once claims are asserted for
construction defects, it i s difficult to determine the extent to which the assertion of these claims will expand
geographically. Although we have obtained insurance for construction defect claims, such policies may not be
available or adequate tocover any liability for damages, the cost of repairs, and/or the expense of litigation
surrounding current claims, and future claims may arise out of uninsurable events or circumstances not covered by
insurance and not subject to effective indemnification agreements with our subcontractors.
Our operating expenses could increase if we are required to pay higher insurance premiums or litigation costs
for claims involving construction defect and product liability claims, which could cause our net income to
decline.
The costs of insuring against construction defect and product liability claims are high, and the amount and scope of
coverage offered by insurance companies is currently limited. This coverage may be further restricted and may
become more costly.
Increasingly in recent years, lawsuits (including class action lawsuits) have been filed against builders, asserting
claims of personal injury and property damage caused by the presence of mold in residential dw.ellOinurgs
insurance may not cover allof the claims, including personal injury claims, arising from the presence of mold, or
such coverage may become prohibitively expensive. If we are not able to obtain adequate insurance against these
claims, we may experience losses that could reduce our net income and restrict our cash flow available to service
debt.
Historically, builders have recovered from subcontractors and their insurance carriers a significant portion of the
construction defect liabilities and costs of defense that the builders have incurred.
Insurance coverage available to subcontractors for construction defects is becoming increasingly expensive, and the
scope of coverage is restricted. If we cannot effectively recover from our subcontractors or their carriers, we may
suffer greater losses, which could decrease our net income.
Builders' ability to recover against any available insurance policy depends upon the continued solvency and
financial strength of the insurance carrier that issued the policy. Many of the states in which we build homes have
lengthy statutes of limitations applicable to claims for construction defects. To the extent that any carrier providing
insurance coverage to us or our subcontractors becomes insolvent or experiences financial difficulty in the future,
we may be unable to recover on those policies, and our net income may decline.
Raw material and labor shortages and price fluctuations could delay or increase the cost of home construction
and adversely affect our operating results.
The homebuilding industry has from time to time experienced raw material and labor short.agIens particular,
shortages and fluctuations in the price of lumber or in other important raw materials could result in delays in the
13
start or completion of, or increase the cost of, developing one or more of our residential communitie.s In addition,
we contract with subcontractors to construct our hom.esTherefore, the timing and quality of our construction
depends on the availability,skill, and cost of our subcontractors. Delays or cost increases caused by shortages and
price fluctuations could harm our operating results, the impact of which may be further affected by our ability to
raise sales prices.
We conduct our construction operations only as a general contactr or. Virtually all construction work is performed
by unaffiliated thir-dparty subcontractor.s
Consequently, we depend on the continued availability of and
satisfactory performance by these subcontractors for the construction of our hom.esThere may not be sufficient
availability of and satisfactory performance by these unaffiliatedthird party subcontractors in the markets in which
we operate. In addition, inadequate subcontractor resources could have a material adverse effect on our business.
We experience fluctuations and variability in our operating results on a quarterly basis and, as a result, our
historical performance may not be a meaningful indicator of future results.
Our operating results in a future quarter or quarters may fall below expectations of securities analysts or investors
and, as a result, the market value of the existing notes may fluctuate. Becauosfesuch variability, our historical
performance may not be a meaningful indicator of future result.s Our quarterly results of operations may continue
to fluctuate in the future because of a variety of both national and local factors, including, among others:
• the timing of home closings and land sales;
• our ability to continue to acquire additional land or secure option contratcs to acquire land on acceptable
terms;
• conditions of the real estate market in areas where we operate and of the general economy;
• raw material and labor shortages;
• seasonal home buying patterns; and
• other changes in operating expenses, including the cost of labor and raw materials, personnel and general
economic conditions.
Our future growth may include additional acquisitions of companies that may not be successfully integrated and
may not achieve expected benefits.
Acquisitions of companies may contribute to our growth and be a component of our growth strate.gyConsistent
with this strategy, we may engage in discussions with and evaluate potential acquisition targets, some of which may
be significant, although we currently have no binding definitive agreements for any significant acquisitions of
companies. In the future, we may acquire other businesses. Becauseof acquisitions of companies, we may need to
seek additional financing and integrate product lines, dispersedoperations, and distinct corporate cultures. These
integration efforts may not succeed or may distract our management from operating our existing. business
Additionally, we may not be able to enhance our earninbgecaus se of acquisitions. Our failure to successfully
manage future acquisitions could harm our operating results.
The occurrence of natural disasters could increase our operating expenses and reduce our revenues and cash
flows.
The climates and geology of the states in which we operate (currently solely located within New Jersey) present
increased risks of natural disasters. To the extent that hurricanes, severe storms, droughts, floods, wildfires or other
natural disasters or similar events occur, our homes under construction or our building lots in such states could be
damaged or destroyed, which may result in losses exceeding our insurance coverageA. ny of these events could
increase our operating expenses, impair our cashflows, and reduce our revenues, which could, in turn, negatively
affect the market price of our securities.
Future terrorist attacks against the United States or increased domestic or international instability could have an
adverse effect on our operations.
Adverse developments in the waron terrorism, future terrorist attacks against the United States, or any outbreak or
escalation of hostilities between the United States and any foreign power, including the armed conflict with Iraq,
14
may cause disruption to the economy, our company, our employees and our customers, which could adversely affect
our revenues, operating expenses, and financial condition.
Compliance with changing regulation of corporate governance and public disclosure may result in additional
expenses, which as a smaller public company may be disproportionately high.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the
Sarbanes-Oxley Act, new SECregulations, and stock market rules, are creating uncertainty for doevpmeelnt
companies such as .us These new and changing laws, regulations and standards are subject to varying
interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve
over time as new guidanceis provided by regulatory and governing bodies, which could result in continuing
uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and
governance practices. As a result, our efforts to comply with eovlving laws, regulations, and standards will likely
result in increased general and administrative expenses and a diversion of management time and attention from
revenue-generating activities to compliance activities. In particular, our efforts to complywith Section 404 of the
Sarbanes-Oxley Act and the related regulations regarding our required assessment of our internal controls over
financial reporting and our independent registered public accounting firm’s audit of that assessment will require the
commitment of significant financial and managerial resources. We expect these efforts to require the continued
commitment of significant resource.s Further, our board members, chief executiveofficer, and chief financial
officer could face an increased riskof personal liability in connection with the performance of their duti.esAs a
result, we may have difficulty attracting and retaining qualified board members and executive officers, which could
slow down our business. If we are unable to fully comply with new or changed laws, regulations and standards, or if
our efforts differ from the activities intended by regulatory or governing bodies due to ambiguities related to
practice, our reputation may be harmed and our stock price may suffer.
Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley
Act of 2002 could have a material adverse effect on our business and operating results. In addition, current and
potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on
our stock price.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent frau.d If
we cannot provide reliable financial reports orprevent fraud, our operating results could be harme.dWe will be
required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of
the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal
controls over financial reporting and a report by our independent registered public accounting firm addressing these
assessments. Although we intend to augment our internal controls procedures and expand our accounting staff,
there is no guarantee that this effort will be adequate.
During the course of our testing, we may identifydeficiencies, which we may not be able to remediate in time to
meet the deadline imposed by the Sarbanes-Oxley Act for compliance withthe requirements of Section 404. In
addition, if we fail to maintain the adequacy of our internal accounting controls, as such standards are modified,
supplemented or amended from time to time, we may not be able to ensure that we can conclude on an iongngo
basis that we have effective internal controls over financial reporting in accordance with Section 404. Moreover, in
the course of our testing, financial reporting deficiencies may be uncovered which could cause us to restate our
financial results. Failure to achieve and maintain an effective internal control environment could cause us to face
regulatory action and cause investors to lose confidence in our reported financial information, either of which could
have an adverse effect on our stock price.
Risks Related to the Offering
This offering is a “Best Efforts” offering with no firm commitment
Shares are being offered by the Company on a “Best Efforts” basis, meaning that there is no assurance that any or all
of the remaining Offering will besold. There are risks to investors who participate in the Offering because if the
Maximum amount is not raised, the remainder of the funds will not be forthcoming and that shortfall may jeopardize
the ability of the Company to perform its business plan.
15
The Company will have broad discretion as to use of proceeds
The Company’s management will have wide discretion as to the exact allocation, priority, and timing of the
allocation of funds raised from the Offering. The allocation of the proceeds of theOffering may vary significantly
depending upon numerous factors, including the success that the Company has in marketing its services and
products. Accordingly, management will have broad discretion with respect to the expenditure of the net proceeds
of the Offering. Investors purchasing the Shares offered herein will be entrusting their funds to the Company’s
management, whose judgment the subscribers must depend on. (See “Use of Proceeds”).
There will be a continuation of management control
The Company’s present officers, directors, and principal stockholders own a majority of the Company’s outstanding
common stock. If the maximum offering occurs, the officers,directors, and principal stockholders will still own a
majority of the outstanding voting stock. Therefore, the Company’s present management and principal stockholders
will continue to be able to elect a majority of the directors and otherwise exert control over the Company, and the
investors in the Offering will have very limited ability to remove, control, or direct the management. (See “Principal
Stockholders”).
Investors will suffer dilution
Investors who purchase the Shares in the Offering may experience dilution in the book value of comsmtoocnk,
which they could acquire. (See “Dilution”).
Risks Related to Our Common Shares
Since this is a direct public offering and there is no underwriter, we may not be able to sell any shares ourselves.
We have not retained an underwriter to sell these shares. We will conduct this offering as a direct public offering,
meaning there is no guarantee as to how much money we will be able to raise through the sale of our sto.ckIf we
fail to sell all the shares we are trying to sell, our ability to expand and completeour business plan will be materially
affected, and you may lose all or substantially all of your investment.
State securities laws may limit secondary trading, which may restrict the states in which and conditions under
which you can sell the shares offered by this prospectus.
Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is
qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as
listing in certain recognized securities manuals, is available for secondary trading in the state.If we fail to register
or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state,
the common stock could not be offered or sold to, or purchased by, a resident of that .staItne the event that a
significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common
stock could be significantly impacted thus causing you to realize a loss on your investment.
Our Common Stock Is A “Penny Stock”, And Compliance With Requirements For Dealing In Penny Stocks May
Make It Difficult For Holders Of Our Common Stock To Resell Their Shares.
Currently there is no public market for our common stock. If the common stock is ever listed in, the public market
in what is known as the over-the-counter market and at least for thenear future, our common stock will be deemeda
“penny stock” as that term is defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Rule 15g-2 under
the Exchange Act requires broker/dealers dealing in penny stocks to provide potential investors with a document
disclosing the risks of pennystocks and to obtain from these investors a manually signed and dated written
acknowledgement of receipt of the document before effecting a transaction in a penny stock for the investor's
16
account. Compliance with these requirements may make it more difficult for holders of our common stock to resell
their shares to third Parties or otherwise, which could have a material adverse effect on the liquidity and market
price of our common stock.
Penny stocks are stocks with a price of less than $5.00 per shareunless traded on NASDAQ or a national securities
exchange.
Penny stocks are also stocks, which are issued by companies with:
Net tangible assets of less than $2.0 million (if the issuer has been in continuous operation for at least three years);
or $5.0 million (if in continuous operation for less than three years); or average revenue of less than $6.0 million for
the last three years.
Insiders have substantial control over us and could limit your ability to influence the outcome of key
transactions, including a change of control.
As of September 30, 2011, our principal stockholders, directors, and executive officers and entities affiliated with
them owned approximately 78.6% of the outstanding shares of our common stock. As a result, these stockholders, if
acting together, would be able to influence or control matters requiring approval by our stockholders, including the
election of directors and the approval of mergers or other extraordinary transaction.s They may also have interests
that differ from yours and may vote in a way with which you disagree and which may be adverse to your intere.sts
The concentration of ownership may have the effect of delaying, preventing, or deterring a change of control of our
company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a
sale of our company and may materially adversely affect the market price of our common stock.
Because of becoming a public company, we are obligated to develop and maintain proper and effective internal
control over financial reporting and are subject to other requirements that will be burdensome and costly. We
may not timely complete our analysis of our internal control over financial reporting, or these internal controls
may not be determined to be effective, which could adversely affect investor confidence in our company and, as a
result, the value of our common stock.
Prior to our initial public offering, we are operating our business as a private company. We will now be required to
file with the Securities and Exchange Commission, or SEC, annual and quarterly information and other reports that
are specified in Section 13 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We will also
be required to ensure that we have the ability to prepare financial statements that are fully compliant with all SEC
reporting requirements on a timely basi.s In addition, we are subject to other reporting and corporate governance
requirements, including the requirements of listing on the OTCBB, and if listed for continuing to remain listed on
the OTCBB, and certain provisions of the Sarbanes-Oxley Act of 2002 and the regulations promulgated there under,
which impose significant compliance obligations upon us. As a public company, we will be required to:
• Prepare and distribute periodic public reports and other stockholder communications in compliance
with our obligations under the federal securities laws and OTCBB rules;
• Create or expand the roles and duties of our board of directors and committees of the board;
• Maintain a more comprehensive financial reporting and disclosure compliance functions;
• Maintain an accounting and financial reporting department, including personnel with expertise in
accounting and reporting for a public company;
• Enhance and formalize closing procedures at the end of our accounting periods;
• Maintain an internal audit function;
• Enhance our investor relations function;
17
• Establish and maintain new internal policies, including those relating to disclosure controls and
procedures; and
• Involve and retain to a greater degree outside counsel and accountants in the activities listed above.
These requirements entail a significant commitment of additional reso.urcWese may not besuccessful in
implementing these requirements and implementing them could adversely affect our business or results of
operations. In addition, if we fail to implement the requirements with respect to our internal accounting and audit
functions, our ability to report our results of operations on a timely and accurate basis could be impaired.
USE OF PROCEEDS
The ultimate use of proceeds will be dependent upon the amount of money actually raised by the sale of the shares
being offered for sale under this registrations, with a projected use described in the table below, based upon four
different potential results:
25%
50%
75%
100%
of offering
of offering
of offering
of offering
Gross proceeds
$
1,250,000
2,500,000
3,750,000
5,000,000
Offering expenses
$
50,000
50,000
50,000
50,000
Net proceeds
$
1,200,000
2,450,000
3,700,000
4,950,000
The net proceeds will be used as
follows:
Office rent & administrative expenses
$
10,000
15,000
20,000
30,000
Purchase on Keansburg property (1) (4)
$
1,250,000
1,250,000
1,250,000
Purchase on Redwood property (2) (4)
$
450,000
(3) 450,000
1,160,000
1,160,000
Salaries
$
150,000
450,000
500,000
500,000
Engineering, professional, approvals
$
50,000
75,000
100,000
100,000
Marketing and advertising
$
50,000
100,000
200,000
200,000
Working capital
$
490,000
110,000
470,000
1,710,000
Total Net Proceeds
$
1,200,000
2,450,000
3,700,000
4,950,000
(1) For Keansburg property, Seller will hold a subordinate mortgage with a $1,250,000 additionaldeposit. Total purchase
price is $4,712,000, less deposit, totaling $250,000. Balance of price shall be a subordinate mortgagefor $3,212,000.
(2) For Redwood property, Seller will hold a subordinate mortgage with a $1,160,000 additional payment. Total purchase
price is $1,710,000, less deposit, totaling $200,000. Balance of price shall be a subordinate mortgagefor $350,000.
(3) This amount represents the acquisition, development, and construction of the first 1/3 of the 38 lots. Under this
structure, it would be a 3-stage acquisition.
(4) Construction financing is believed by management to be available with no greater than 50% debt on the underlying
property. Financing has not been secured for the Redwood or Keansburg property.
DETERMINATION OF OFFERING PRICE
The shares will be sold at $1.00 per share until the offer is completed, or until the offer is terminated. This offering
price is based upon the last private placement share price.
18
DILUTION
As of September 30, 2011, we had a net tangible book value of $222,538 or $0.015 per Share. Net tangible book
value per Share represents our tangible assets, less its liabilities, divided by the numberfoShares outstanding prior
to the Offering.
If the Maximum Offering is sold, there will be 20,252,010 Shares of Common Stock outstanding, having a net
tangible book value of $.0255 per share. The shareholders purchasing Shares will suffer an immediateutdiioln in
value of $0.745 per share in the net tangible book value of Shares held by them. The immediate dilution in value is
due in part to the lower net tangible book value of the Shares of Common Stock outstanding prior to the Offering
and to the paymentof the Offering expenses.
If the 50% Offering is sold, there will be 17,752,010 Shares of Common Stock outstanding, having a net tangible
book value of $.151 per share. The shareholders purchasing Shares will suffer an immediate dilution in value of
$0.849 per share in the net tangible book value of Shares held by them. The immediate dilution in value is due in
part to the lower net tangible book value of the Shares of Common Stock outstanding prior to the Offering and to the
payment of the Offering expenses.
If the 25% Offering is sold, there will be 16,502,010 Shares of Common Stock outstanding, having a net tangible
book value of $.086 per share. The shareholders purchasing Shares will suffer an immediate dilution in value of
$0.914 per share in the net tangible book value of Shares held by them. The immediate dilution in value is due in
part to the lower net tangible book value of the Shares of Common Stock outstanding prior to the Offering and to the
payment of the Offering expenses.
The immediate dilution in value represents the difference between the Offering Price and the net tangible book value
per share immediately after the completion of the public offering. It is determined by subtracting net tangible book
value per Share after the Offering from the amount paid by a Subscriber for a Share. The following tables illustrate
the dilution of Subscribers in the Offering purchasing Shares.
100%
50%
25%
Public Offering price
$1.00
$1.00
$1.00
Net tangible book value per Share of Common Stock before the
Offering(1)
$0.015
$0.015
$0.015
Net tangible book value per share after the Offering(1)
$0.255
$0.151
$0.086
Increase per Common Share attributable to offering
$0.240
$0.136
$0.071
Dilution to Investors
$0.745
$0.849
$0.914
19
SELLING SECURITY HOLDERS
None.
DESCRIPTION OF SECURITIES
We currently have authorized capital of 105,000,000 shares, 100,000,000 shares of which are designated as common
stock, par value $0.001 per share. The remaining 5,000,000 shares are designated as shares of Preferred Stock of
which none are issued and outstanding. Upon effectiveness of this Registration Statements, the Company will have
outstanding 15,252,010 shares of common stock. Our common stock is not listed for trading on any exchange.
Common Stock
As of September 30, 2011, there were15,252,010 shares of our common stock issued and outstanding held by56
stockholders of record.
All shares of our common stock have equal voting rights andare entitled to one vote per share in all matters to be
voted upon by our stockholde.rs The shares of common stock do not entitle their holders to any preemptive,
subscription, conversion, or redemption rights, and may be issued only as fully paid and ansonse-ssable shares.
Cumulative voting in the election of directors is not permitted, which means that the holders of a majority of the
issued and outstanding shares of common stock represented at any meeting at which a quorum is present will be able
to elect our entire board of directors if they so choose. In that event, the holders of the remaining shares of common
stock will not be able to elect any directors. In the event of our liquidation, each stockholder is entitled to receive a
proportionate share of the assets available for distribution to stockholders after the payment of liabilities and after
distribution in full of preferential amounts, if any, to be distributed to holders of our preferred s.tocHkolders of
shares of common stock are entitledto share pro rata in dividends and distributions with respect to the common
stock when, as and if declared by our board of directors out of funds legally available for dividen.dsWe have not
paid any dividends on our common stock and intend to retainnienagsr , if any, to finance the development and
expansion of our business. Future dividend policy is subject to the discretion of the board of director.sAll issued
and outstanding shares of our common stock are fully paid and nona-ssessable. The transfer agent and registrar for
our common stock is Jersey Transfer and Trust.
Preferred Stock
The Company has one authorized class of preferred stock with 5,000,000 shares authorized to be issued. As of the
date of this Registration Statement, no shares of Preferred Stock are issued and outstanding. Each share of Preferred
Stock, when issued, maybe converted by the holder at any time into the Company’s Common Stock at the rate of
$1.00 per Common share issued. Shares of Preferred Stock are entitled to two (2) votes for every anadny matter
that is submitted to the Company’s shareholders for vo.teHolders of Preferred Stock are also entitled to a five
percent (5%) dividend rate, payable in cash or additional shares of Preferred Stock, and are granted a priority claim
against the Company’s assets in the event of liquidation.
Dividend Policy
We have never declared or paid any cash dividends on our common sto.ckWe currently intend to retain future
earnings, if any, to finance the expansion of our busine. sAss a result, we do not anticipate paying any cash
dividends in the near future.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares of our common stock.
20
Convertible Securities
As of June 30, 2008, the Company has sold an aggregate of $80,000 in 8% convertible Notes, all of which remain
outstanding as of the date of this prospectus
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as havingprepared or certified any part of this prospectus or having
given an opinion upon the validity of the securities being registered or upon other legal matters in connection with
the registration or offering of the common stock was employed on a contingencybasis, or had, or is to receive, in
connection with the offering, a substantial interest, direct or indirect, in the registran. tNor was any such person
connected with the registrant as a promoter, managing or principal underwriter, voting trustee,director, officer, or
employee.
The law firm of Dieterich & Associates LP has provided an opinion on the validity of our common stock.
DESCRIPTION OF BUSINESS
Our Company
We were incorporated in the State of Nevada on January 30, 2008 as Foxmoor Holdings Corp.We amended our
Articles of Incorporation and recently changed its name to Dream Homes Limited on July 30, 2010T.o date, we
have not commenced operations and have not generated revenues,and must be considered a development stage
company. Our statutory registered agent in Nevada is Robert M. Terry. Our administrative office is located at 314
Rt. 9, Forked River, NJ 08731. Our telephone number is (609) 693-8881, extension 102.
We seek to become a fully integrated real estate company specializing in the development and sale of approved and
improved land, and construction of townhouses, singl-faemily homes and various residential properties located
throughout southern New Jersey. Our principal real estate operations will be conducted initially in the southern part
of the State of New Jerse.y It is our observation that the fundamental value of the land in southerNnew Jersey
represented by Ocean, Atlantic, Cape May, Cumberland, Burlington, Gloucester and Salem counties, is currently at
pricing levels, which have not been seen in New Jersey for 10– 15 years.
Because of the reduction in land values in New Jersey as well as elsewhere in the United States to levels that we feel
represent attractive investment opportunities; we have the opportunity to offer homes at more competitive and
affordable pricing levels. Our initial investment goal is to purchase either fully improved or at least fully approved
properties. Fully approved properties includes those having all the entitlements and permits in hand, and as needed,
to post performance guarantees and/or file subdivision maps, and/or proceed with infrastructure construction, such
as utilities, roads and other site improvements. We have adopted this business model to help reduce our exposure to
the many risks and costs associated with land development.
From time to time, and as we come across an outstanding investment opportunity in land development priced at a
level that justifies theinherent risks and costs associated with land development, the Company may contract for, and
will bring through the approval process, various types of raw land. The Company will continue to allocate capital in
the pursuit of approvals, since the risk/rewrad of developmental activity is so great. It should be noted that we do
not generally take ownership of the property until the approval process has been completed, but rather control the
property through contracts and option.s In these instances, if we hsould fail to obtain approvals for any reason,
whether through unsuitability, change of zoning or other factors, our loss shall be limited to the moneyexpended for
the approvals to that date. Our planned business modelincludes the acquisition, construction, and sale of a variety
of residential properties, including construction of entry-level and first time move-up single-family and multi-family
homes.
In addition to offering traditional stick frame construction of our , howememas y also offer modular and
manufactured homes, townhomes and condominiums.
21
In our opinion, the most effective business model for residential development and construction is to target the largest
current and future segment of the home buying market, whapichpears to beprimarily first-time and move-up
purchasers. According to Zillow (http//www.zillow.com/local-info/NJ-hjome-value/r40/), the optimum sizeand
price range for a starter or first tim- emove up single family home is 160–0 2000 square feet and $180,000-
$230,000. Townhomes and condominium preferred size and price range is 1400– 1800 square feet and $170,000-
$220,000.
In our opinion, the southern New Jersey real estate marketrepresents one of the most attractive real estate
investment opportunities, with the greatest opportunity for future appreciatiobeinng concentrated in Ocean,
Atlantic, Cumberland, Burlington, Gloucester, Monmouth and Middlesex countie.s These areas fall within1-hour
driving time, and serve as “bedroom” communities for, the Atlantic City, New York and Philadelphia metropolitan
areas. In our opinion, the residential housing demand in this are,aparticularly in the market segments whichwe
intend to address, enjoys a fundamental support level, based onseveral factors. These factors include excellent air,
rail and roadinfrastructure, Atlantic Citycasino and supportservices, tourism, and a central location between
Philadelphia and New Yo.rk In addition, historically andaccording to the NJ Housing Affordability Index
(http://www.yourhousefast.com/housing-affor-index.asp) which is currently 126, housing is more affordable. In this
case, the index being above 100 signifies that a family earning the median income has 26% more income than is
necessary to qualify for a mortgage loan on a median-priced home, and thereforehousing prices in these areas offer
much better value than comparable properties in the North Jersey, New York and Philadelphia areas.
Employees
The Company currently is in the process of hiring or engaging up to 20 people, including, but not limited to, the
following people listed below. As of September 30, 2011, the Company has not entered into any employment or
consulting agreements. Currently, some of these people are employed bGyeneral Properties LLC., a company
wholly owned by Vincent C. Simonelli, for which he serves full time as President.
John Kennedy, VP Construction, NJ
From 1987 to 1991, Mr. Kennedy was owner and General Manager of Jack Kennedy Construction, and specialized
in the building of new homes and additions. From 1992 through 2006, Mr. Kennedy worked as a Construction
Project Manager for several national builders, including Toll Brothers and Ryan Homes. In 2007, Mr. Kennedy
joined Foxmoor Development as a Regional Superintendent and is currently overseeing the development of a 264
home active adult community. Mr. Kennedy was formerly enlisted in the United States Marine Corp. and is OSHA
certified.
April Martyn, VP Human Resources
Ms. Martyn began her career in 1985 at the Claridge Casino Hotel where she specialized in all aspects of Human
Resources, specifically as the Manager of Employee/Labor Relations.Since leaving the casino industry in 2001,
Ms. Martyn began working at Foxmoor Development where she has held various positions from Secretary of
Construction to Construction Site Supervisor. Ms. Martyn is certified by the American ArbitrationAssociation, has
held the titles of Vice President,and was a two term President of the National Management Association, Claridge
Chapter.
Richard Pezzullo, VP Information Technology
Richard Pezzullo is a graduate of Cornell University and served 20 years in the US Army Reserve, attaining the rank
of Major. Since 1990, he has built and continues to run Netcentric Computer Solutions, which provides Information
Technology and CTO/CIO services and currently support over 15,000 workstations in 60 locations throughtouthe
US, UK, Japan and Morocco.
Mr. Pezzullo regularly advises managers on the operationarlamifications of decisions made regarding software
deployment, employee retention and project implementation, and over the past 10 years his breadth of knowledge
22
across industry lines has been beneficial to General Propertiessenior management. Rich lives in Freehold, NJ with
his wife and children, ages 10, 13 and 14.
MANAGEMENT POLICIES
It shall be the policy of management to conduct the business of thcoempany under generally accepted practices,
complying with all rules and regulations, which govern this type of businesTs.he Company has also adopted a
Code of Ethics which must be followed by all members of the management team and which is filed as Exhibit 14.1
hereto.
Properties
As of December 31, 2010 and September 30, 2011, the Company has contracts for the purchase of two real estate
development projects with costs aggregating $414,765 as of December 31, 2010 and September 30, 2011.
38 lots - Galloway Township
As of December 31, 2010 a nd September 30, 2011, the Company has accumulated project costs aggregating
$154,033. The Company has also secured a contract to purchase 38 approved lots in the Galloway Township. The
Company’s interest in this property derives from a contract to purchase and is subject to obtaining full and complete
approvals for a Sewer Extension and Road Improvement with the ability to file a subdivision map, create individual
lots, and commence construction of infrastructure.The Company will be improving the property, constructing
homes and selling them. The Company plans to target entryle- vel as well as first time-move up buyers, with homes
projected to sell within a r ange of19,$2900 to $259,900. T he aggregate purchase price for this property is
$1,710,000 less a deposit of $200,000. The seller has agreed to hold a subordinated mortgage of $1,160,000.
Seaview Gardens – Monmouth County – Keansburg Property
As of December 31, 2010 a nd September 30, 2011, the Company has accumulated project costs aggregating
$260,732. The Company has contracted for a 48-unit waterfront condominium complex, which includes 10,000 sq.
feet of retail space and is located in MonmouthCounty. This development is fully improved and site construction
could start during 2012. The aggregate purchase price is $4,712,000 less a deposit of $$250,000.
Legal Proceedings
To the knowledge of the officers and directors of the Company, neither the Company nor any of its officers or
directors is a party to any material legal proceeding or litigation and such persons know of no material legal
proceeding or litigation contemplated or threatened for the previous ten (10) years. Additionally, there are no
judgments against the Company or its officers or directors. None of the officers or directors has been convicted of a
felony or misdemeanor relating to securities or performance in corporate office.
23
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our
financial statements and related notes included elsewhere in this prospectus. This discussion may contain forward-
looking statements that involve risks and uncertainties. Our actual results may differ materially from those
anticipated in these forward-looking statements due to known and unknown risks, uncertainties and other factors,
including those risks discussed under "Risk Factors" and elsewhere in this prospectus.
Overview
We are a development stage corporationwhose operations will includethe purchase, development, construction and
sales of townhouses, single-family homes and various residential properties locatepdrimarily in southern New
Jersey.
Events and Uncertainties that are critical to our business
We have not started operations and like all new businesses face certain uncertainties, including expenses,
difficulties, complications and delays frequently encountered in connection with conducting operations, including
capital requirements and management's potential underestimation of initial and ongoing cos. tWs e have had no
revenues since our inception. There is no guarantee that we will be able to generate sufficient sales to make our
operations profitable. We may continue to have little or no sales and continue to sustain losses in the future. If we
continue to sustain losses, we may be forced to curtail our operations and go out of business.
Critical Accounting Policies
Our financial statements are prepared in accordance with accounting principles generally accepted in the United
States, which require management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities and the reported
amounts of revenues and expenses during the reporting peri.odActual results could differ from those estimate.s
The critical accounting policies that affect our more significant estimates and assumptions used in the preparation of
our financial statements are reviewed and any required adjustments are recorded on a monthly basis.
Revenue Recognition
Income Recognition
The Company will be primarily engaged in the development,construction, and sale of residential homes. Revenues
and cost ofsales are recorded at the time each home sale is closed and title and possession have been transferred to
the buyer. Closing normally occurs shortly after construction is substantially completed.
Land, land development, and related costs (both incurred and estimated to be incurred in the future) are amortized to
the cost of homes closed based upon the total number of homes the Company expects to construct in each
community. Any changes resulting from a change in the estimated number of homes to be consutrcted or a change
in estimated costs subsequent to the commencement of delivery of homes are allocated to the remaining undelivered
homes in the community. Home construction and related costs are charged to the cost of homes closed under the
specific identification method.
The estimated land, common areadevelopment, and related costs of master planned communities (including the cost
of common area facilities, net of their estimated residual value) are allocated to individual communities within a
master planned community on a relative sales value bas.is Any changes resulting from a change in the estimated
number of homes to be constructed or a change in estimated costs are allocated to the remaining lots in each of the
communities of the master planned community.
24
Land sales revenue and cost of sales are recorded at the time that title and possession of the property has been
transferred to the buyer.
Warranty Costs:
Generally, the homebuyer is provided a limited warranty that is underwritten througha third party warrantor. This
limited warranty covers defects in materials and workmanship for the first year after closing and defects in
electrical, plumbing, and mechanical systems for the first two years after closing. This limited warranty also covers
major structural defects for up to 10 years after closing. The Company may have recourse against the subcontractors
for claims relating to workmanship and materials. Estimated warranty costs are recorded at the time of closing.
Inventory
Inventory is stated at the lower of cost or fair value in accordance with Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.” In
addition to direct land acquisition,land development and home construction costs, costs include interest, real estate
taxes and direct overhead costs related to development and construction, which are capitalized to inventories during
the period beginning with the commencement of development and ending with the completion of construction.
It takes approximately four to five years to fully develops,ell, and deliver all the homes in one of the Company's
typical communities. Longer or shorterperiods are possible depending on the number of home sites in a
community. The Company's master planned communities, consisting of several smaller communities, may take up
to 10 years to complete. Since the Company's inventory is considered a long-lived asset under accounting principles
generally accepted in the United States, the Company is required to review the carrying value of each of its
communities and write down the value of those communities for which it believes the values are not recoverable.
When the profitability of a current community deteriorates or the sales pace declines significantly or some other
factor indicates a possible impairment in the recoverability of the asset, the Company evaluates the property in
accordance with the guidelines of SFAS No. .121If this evaluation indicatesan impairment loss should be
recognized, the Company charges cost of sales for the estimated impairment loss in the period determined.
In addition, the Company reviews all the land held for future communities or future sections of current communities,
whether owned or under contract, to determine whether or not it expects to proceed with the development of the
land, and, if so, whether it will be developed in the manner originally contemplate. dBased upon this review, the
Company decides: (a) as to land that is under a purchase contract but not owned, whether the contract will be
terminated or renegotiated; and (b) as to land the Company owns, whether the land can be developed as
contemplated or in an alternative manner, or should be sold. The Company then further determines which costs that
have been capitalized to the property are recoverable and which costs should be written off.
The Company capitalizes certain project marketing costs and charges them against income as homes are closed.
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, including cash and cash equivalents,-teshormrt
investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their
short maturities.
Investments in and Advances to Unconsolidated Entities
The trends, uncertainties or other factors that have negativelyaffected the Company’s business and the industry in
general have alsoaffected the unconsolidated entities in which the Comanpy has investment.s The Company
reviews each of its investments in unconsolidated entities on a quarterly basis to determine the recoverability of its
investment. The Company evaluates the recoverability of its investment in unconsolidated entities ugsinsimilar
methodology that it uses to evaluate its inventories. This evaluation entails a detailed cash flow analysis using many
estimates including but not limited to expected sales pace, expected sales prices, expected incentives, costs incurred
25
and anticipated, sufficiency of financing and capital, competition, and market conditions. When markets deteriorate
and it is no longer probable that the Company can recover its investment in a joint venture, the Company impairs its
investment. If a jointventure has its own loans or is principally a joint venture to hold an option, such impairment
may result in the majority or all of the Company’s investment being impairedS.ee “Inventory” above for more
detailed disclosure on the Company’s evaluation of inventory.
Income Taxes — Valuation Allowance
Significant judgment is required in estimating valuation allowances for deferred tax assets. In accordance with ASC
740, a valuation allowance is established against a deferred tax asset if, based on thave ailable evidence, it is more
likely than not that such asset will not be realized. The realization of a deferred tax asset ultimately depends on the
existence of sufficient taxable income in either the carryback orcarry forward periods under tax law. The Company
periodically assesses the need for valuation allowances for deferred tax assets based on ASC 740’s “m-loikreely-
than-not” realization threshold criterion. In the Company’s assessment, appropriate consideration is given to all
positive and negative evidence related to the realization of the deferred tax as. setThsis assessment considers,
among other matters, the nature,frequency, and severity of current and cumulative income and losses, forecasts of
future profitability, the duration of statutory carryback orcarry forward periods, its experience with operating loss
and tax credit carry forwards being used before expiration, and tax planning alternatives.
In accordance with ASC 740, the Company assesses whether a valuation allowance should be established based on
its determination of whether it is more likely than not that some or all of the deferred tax assets will not be realize.d
The Company’s assessment of the need for a valuation allowance on its deferred tax assets includes assessitnheg
likely future tax consequences of events that have been recognized in its consolidated financial statements or tax
returns. The Company bases its estimate of deferred tax assets and liabilities on current tax laws and rates and, in
certain cases, on business plans and other expectations about future outcomes. Changes in existing tax laws or rates
could affect actual tax results and future business results may affect the amount of deferred tax liabilities or the
valuation of deferred tax assets over meti . The Company’s accounting for deferred tax assets represents its best
estimate of future events using the guidance provided by ASC 740.
Due to uncertainties in the estimation process, particularly with respect to changes in facts and circumstaninces
future reporting periods (carry forward period assumptions), it is reasonably possible that actual results could differ
from the estimates used in the Company’s historical analy.sesThe Company’s assumptions require significant
judgment because the residential homebuilding industry is cyclical and is highly sensitive to changes in economic
conditions. If the Company’s results of operations are less than projected and there is insufficient objectively
verifiable evidence to support the likely realizantioof its deferred tax assets, a valuation allowance would be
required to reduce or eliminate its deferred tax assets.
Stock Based Compensation
As permitted under Statement of Financial Accounting Standard ("SFAS") No. 148, "Accounting for StocBkas- ed
Compensation - Transition and Disclosure" ("SFAS 148"), which amended SFAS No. 123, "Accounting for Stock-
Based Compensation" ("SFAS 123"), we haveelected to continue to follow the intrinsic value method in accounting
for its stock-based employee compensation arrangements as defined by Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees," and related intteartprionse including "Financial
Accounting Standards Board Interpretation No. 44, Accounting for Certain Transactions Involving Stock
Compensation," an interpretation of APB No. 25. No stoc-bkased employee compensation cost is reflected in net
income, as alloptions granted under those plans had an exercise price equal to the market value of the underlying
common stock on the date of grant.
New Accounting Pronouncements
In September 2006, the FASB issued SFASNo. 157, “Fair Value Measurements” as codified inASC 820, “Fair
Value Measurements and Disclosures” (“ASC 820”). ASC 820 provides guidance for using fair value to measure
assets and liabilities. ASC 820 also responds to investors’ requests for expanded information about the extent to
which a company measures assets and liabilities at fair value, the information used to measure fair value, and the
26
effect of fair value measurements on earn.ingTshe Company adopted ASC 820 w ith respect to financial
instruments effective for its fiscal year beginning Novmbe er 1, 2008. See Note10, “Fair Value Disclosures” for
information concerning the adoption of ASC 820. In February 2008, the FASB issued FASB Staff Position (“FSP”)
FAS 157-2 (“FSP157-2”) (codified in ASC 820)which delays the effective date of ASC 820for all nonfinancial
assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annuall.y)FSP 157-2 applies to, but is not limited to, lo-nlgived assets
(asset groups) measured at fair value for an impairment assessment (i.e., inventory impairment asses.sments)
FSP 157-2 defers the effective date for nonfinancial assets and nonfinancial liabilities of ASC 820 for the Company
to November1, 2009. The Company is currently evaluating the impact of ASC 820 related to nonfinancial assets
and nonfinancial liabilities on the Company’s consolidated financial position, results of operations and cash flows.
In June 2008, the FASB issued FSP Emerging Issues TaskceF0o3r-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities” as codified in ASC 260, “Earnings per
Share” (“ASC 260”). Under this FSP, unvested share-based payment awards that contain nonfo- rfeitable rights to
dividends or dividend equivalents are considered participating securities and, therefore, are included in computing
earnings per share pursuant to the two-class method. The two-class method determines earnings per share for each
class of commno stock and participating securities according to dividends or dividend equivalents and their
respective participation rights in undistributed earnin.gsThis FSP is effective for the Company’s fiscal year
beginning November1, 2009 and requires retrospective application. The adoption of this FSP it is not expected to
have a material impact on the Company’s reported earnings per share.
In April 2009, the FASB issued FSP No. FAS 107-1 and Accounting Principles Board (“APB”) Opinion No.28-1,
“Interim Disclosures about Fair Value of Financial Instruments” (“FSP107-1”) as codified in ASC 825. FSP 107-1
amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, and APB Opinion No. 28, “Interim
Financial Reporting”, to require disclosures about the fair value of financial instruments during interim reporting
periods. FSP 107-1 is effective for interim and annual periods ending after June 15, 2009The. Company has
included the required disclosures in its financial statements for the period ended October31, 2009. The adoption of
FSP 107-1 did not have a material impact on the Company’s consolidated financial statements.
In May 2009, the FASB issued SFASNo. 165, “Subsequent Events” as codified in ASC 855, “Subsequent Events”
(“ASC 855”). ASC 855 provides guidance regarding general standards of accounting for, and disclosures of, events
that occur after the date of the balance sheet, but before financial statements are issued or are available to be issued.
ASC 855 sets forth: (i)the period after the date of the balance sheet during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition or disclosure in the financial
statements, (ii)the circumstances under which an enitty should recognize events or transactions occurring after the
date of the balance sheet in its financial statements, and (iii)the disclosures that an entity should make about events
or transactions that occurred after the date of the balance sheet. ASC 855 was effective for interipemriods ending
after June15, 2009. The adoption did not have a material impact on the Company’s consolidated financial
statements.
In June 2009, the FASB issued SFASNo. 166, “Accounting for Transfers of Financial Assets— an amendment of
FASB Statement No.140” (“SFAS166”). SFAS 166 has not yet been codified. SFAS 166 eliminates the concept
of a qualifying special-purpose entity, creates more stringent conditions for reporting a transfer of a portion of a
financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor’s
interest in transferred financial asset.s SFAS 166 is applicable for annual periods beginning after Novembe15,r
2009 and interim periods thereiann d thereafter. SFAS 166 will be effective for the Company’s fiscal year
beginning November1, 2010. The Company is currently assessing the impact, if any, of SFAS166 on its financial
statements.
In June 2009, the FASB issued SFASNo. 167, “Amendments to FASB Interpretation No4.6(R)” (“SFAS167”).
SFAS 167 has not yet been codified. SFAS 167 eliminates FASB Interpretation 46(R)’s exceptions to consolidating
qualifying special-purpose entities, contains new criteria for determining the primary beneficiary of a variable
interest entity, and increases the frequency of required reassessments to determine whether a company is the primary
beneficiary of a variable interest ent.itySFAS 167 is effective for annual reporting periods beginninger aft
November 15, 2009. Earlier application is prohibited. SFAS 167 will be effective for the Company’s fiscal year
27
beginning November1, 2010. The Company is currently assessing the impact, if any, of SFAS167 on its financial
statements.
In June 2009, the FASB issued SFASNo. 168, “The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principle—s a replacement of FASB Statement N16o2”.
(“SFAS168”), as
codified in ASC 105 “Generally Accepted Accounting Principles” (“ASC 105”), as the single source of authoritative
nongovernmental U.S.GAAP. ASC 105 did not change current U.S.GAAP, but is intended to simplify user access
to all authoritative U.S.GAAP by providing all authoritative literature related to a particular topic in one place. All
existing accounting standard documents were superseded and all other accounting literature not included in the
codification is considered non-authoritative. ASC 105 was effective for the Company’s fiscal 2009 annual reporting
period and did not have an impact on the Company’s financial condition or results of operations.
In August 2009, the FASB issued Accounting Standards Update 200No.9-5, “Fair Value Measurements and
Disclosures (Topic 820)— Measuring Liabilities at aiFr Value,” (“ASU 200-95”), which amends ASC 820 to
provide additional guidance to clarify the measurement of liabilities at fair value in the absence of observable market
information. ASU 2009-5 is effective for the Company beginning November1, 2009. The adoption of ASU 2009-5
is not expected to have a material impact on the Company’s financial position, results of operations and cash flows.
Result of Operations for the Period from Inception, January 30, 2008 to December 31, 2010
We had no sales during the period from inception, January 30, 2008, to December 31, 2010. Furthermore, we had
no income for the year ended December 31, 20or10for the quarter endedSeptember 30, 2011. The Private
Placement conducted on February 8, 2008(the “February 2008 Private Placement”) generated approximately
$497,894 from the sale of the 497,894 shares of the Company’s common stock and $80,000 in convertible debt from
the sale of notes. As of December 31, 2008, we have also issued an aggregate of261,500 shares of common stock
in consideration for consulting fees valued at $261,500 or $1.00 per sh.areAs of December 31, 2009, we have
issued an additional 1,667,616 shares of common stock valued at $1,667,616 or $1.00 per share in consideration for
real estate consulting services. As of September 30, 2010, we have issued an additional 825,000 shares of common
stock valued at $965,000 or $1.00 per share in consideration for real estate consulting services.
We have contracted fortwo separate parcels of land for a total of 86 singl-efamily and townhome lots as follows:
Redwood Avenue – 38 lots, Seaview Gardens– 48 waterfront condominiums and commercial space. Descriptions
that are more thorough are below.
The properties which we have secured, as well as future acquisitions, are intended to offer a mixture of current
construction operations, medium range development, engineering and approval work, and as well as future site
infrastructure and improvements, in order to sell improved lots to other builders, whether regional, national or local.
During the nextyear, we will begin active construction operations ofsingle-family homes in the38-lot Redwood
Avenue development in Galloway. We will continue to develop properties that we have under contract, as well as
pursuing additional acquisition opportunitie.s In our opinion the buyer’s market that currently exists applies to
wholesale transactions as well. With new home prices at such affordable levels, landvalues at the acquisition level
continue to be very reasonable.
It is the intention of present management to focus on a sales price range (primarily in$175,the 000 - $225,000,
range) that has provided sales of these types of moderately priced wo-forkrce houses, even ina challenging real
estate market like the present. Accordingly, we believe there continues to be asubstantial market for homes valued
in this price range in the Southern part of New Jersey, and there will continue to be for the intermediate term, which
we shall define as 5-7 years from this date. We believe that there is a unique opportunity to acquireproperty, which
is priced in such a manner as to allow for the development of “workforce hous.i”ngWorkforce housing shall be
defined as market rate dwellings (single-family homes, townhomes and condominiums) which sell in the price range
described above, which are affordable, based on conservative lending criteria, to the median-2income family local
to the region.
28
38 lots - Galloway Township-Redwood Ave.
The Company has also secured a contract to purchase 38 approved lots in the Galloway Township. The Company’s
interest in this property derives from a contract to purchase and is subject to obtaining full and complete approvals
for a Sewer Extension and Road Improvement with the ability to file a subdivision map, create individualol ts, and
commence construction of infrastructur.e This property is located in a region which is considearepdrimary
building region – the Atlantic City Metro area– and accordingly the Company will be improving the property,
constructing homes and selling them. The Company plans to target entry-level as well as first time-move up buyers,
with homes projected ot sell within a range of $219,900 to $249,900.Management expects the revenue derived
from the property to accrete to 2012 earnings.
Seaview Gardens – Monmouth County
The Company has contracted for a48-unit waterfront condominium complex, which includes 10000 sq. feet of retail
space and is located in MonmouthCounty. This development is fully improved and site construction could start
upon receipt of a funding commitment from a lende.r The Company has a significant investment in this property,
totaling over $250,000. This development is located on a bus line to Manhattan, as well as within minutes ttowo
high-speed ferries and it is anticipated that a commuters and endhomebuyers will be equally divided in their interest
in this product. The condominiums are 1500 – 1800 sq. feet and all offer unobstructed water views. Management
expects the revenue derived from the property to accrete to 2012 earnings.
There are no formal or written agreements with respect to the advance of funds to us by ourfficero s. Such funds
will be disbursed on an as needed basis until this Offering closes. Mr. Simonelli, has advanced funds to us to cover
the costs associated with the filing, including, attorneys and accountants fees and State filing feesO.ur officers,
directors and affiliates are not legally bound to provide funding to. uIsf Mr. Simonelli does not pay for these
expenses, we will be forced to obtain fundin.gWe currently do not have any arrangements to obtain additional
financing other than through htis private placement memorandum. In view of our limited operating history, our
ability to obtain additional funds is limited. Additional financing may only be available, if at all, upon terms which
may not be commercially advantageous to us. If we arenot able to obtain funding from other sources, we may not
be able to complete this Offering. If we are unable to complete this offering, and we are not able to obtain funding
to commence sales and marketing of our product and Mr. Simonelli cannot dedicatethe needed time to complete the
acquisition of marketable properties, we may be forced to go out of business as a result.
Liquidity and Capital Resources
As of December 31, 2010, we had cash of $485 as compared to $313,662 as of December 31,. As2008of
December 31, 2010, net cash used by operating activities aggregated $3,516 and net cash used by operating
activities of $92,473 as of December 31, 2009. Based upon our current cash reserves and forecasted operations, we
believe that we will need to obtain at least $250,000 in outside funding to implement our plan of operation over the
next twelve months. Based on our current cash balance, and the desire of Mr. Vincent Simonelli to continue funding
our operations at a minimal level, management believes that we can satisfy our cash requirements for the next
twelve months. Our President, Vincent C. Simonelli, has indicated his preparedness to fund our business until we
are able to complete this offering. However, there are no formal or written agreementswith respect to the advance
of funds to the Company by our officers, directors and affiliates for payment of said. cAosctcsordingly, our
officers, directors and other affiliates are not legally bound to provide funding .toBuecaus se of our limited
operations, if our officers and directors do not pay for our expenses, we will be forced to obtain fu. ndiWnge
currently do not have any arrangements to obtain additional financing from other sourc.esIn view of our limited
operating history, our ability toobtain additional funds is limited. Additional financing may only be available, if at
all, upon terms which may not be commercially advantageous to us. As of December 31, 2010, the Company has
been funded through the resources of management through thecontributions of cash from Company’s President,
aggregating $10,000 and the proceeds received through the February 2008 Private Placement, aggregating $497,894
from the sale of common stock units and 8% convertible notes aggregating $80,00.0 As of December 31, 2009, we
have issued an aggregate of 12,000,000 shares of common stock to Mr. Vincent Simonelli, President of the
29
Company, for an aggregate consideration of $10,000 or $0.001 per share and the contribution of office equipment
valued at $2,000. In addition we have issued an aggregate of 261,500 shares of common stock in consideration for
consulting services valued at $261,500 or $1.00 per share as of December 31, 2008 and issued an aggregate of
1,667,616 shares of common stock as of December 31, 2009in consideration for consulting services valued at
$1,667,616 or $1.00 per share. As of September 30, 2010, Dream Homes has issued an aggregate of 825,000 shares
of common stock in consideration for consulting fees aggregating $825,000 or $1.00 per share.
Due to the operating losses that we have suffered from the date of our organization, in their report on the financial
statements for the period from inception, January 30, 2008 to December 31, 2010, our independent auditors included
an explanatory paragraph regarding concerns about our ability to continue as a going conce.rnOur consolidated
financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our
current stockholders.
Our plan for completing the development, acquisition and construction of thetwo properties we have under
contract, is as follows.
In both of these instances, as per the contracts, the sellers have agreed to hold secondary f.inancing
Additionally, significant deposits have already been paid. Finally, inour opinion, acquisition financing for approved
property currently exists in the commercial financing market as long as the loan to value ratio does not exceed 50%
(50% LTV).
The actual initial cash requirements for both developments, over thefirst 12-18 months of operations, are
an aggregate of $558,552.
Regarding the property located inGalloway Township, the seller has agreedto hold secondary financing
for 20% of the purchase price or $340,000. The seller further agreed to allow the project to be phased into 15 lot, 14
lot and nine lot groups, and will accept payment on a phased basis as well. In the first group of 15 lots that will be
purchased, the additional deposit of approximately $146,052 necessary for the Phase One purchase, as well as the
$136,318 necessary for Phase 2, and the $87,633 for Phase 3, will be funded with proceeds from the Offering.
If the purchase price to be paidwere required in one lump sumas opposed to in three phases as agreed,
which is neither necessary nor desirable, the price of $1,700,000 would be paid as follows.
A new first mortgage, from a commercial lenderfo, r $850,000 would be put in place with a lender to be
determined, the seller has agreed to hold $340,000 in secondary financing, and Dream Homes Ltd. has $140,000 in
deposits that have already been p.aidThe remaining balance is $370,000, or approximately $9,737 pe.r lot
($1,700,000 / 38 lots)
In the case of Seaview Gardens, the purchase price of $4,712,500 would be paid as follows.
A new first mortgagefor $2,300,000 will be put in place with a commerciallender (to be determined); the seller has
agreed to hold $1,725,000 in secondary financi;ngand Dream Homes Ltd. has $275,000 in deposits that have
already been paid. The balance of the purchase price of $412,500 would be paid with proceeds from the Offering.
If this offering is not completed successfully, atpresent, we have no other sources of funding and one or both these
agreements may have to be renegotiated. If we continue to be unsuccessful in obtaining financing, we may lose our
deposits.
Liquidity and Capital Resources
As of September 30, 2011, we had cash of $.0 As of September 30, 2011, net cash used by operating activities
aggregated $16,693. Based upon our current cash reserves and forecasted operations, we believe that we will need to
30
obtain at least $250,000 in outside funding to implement our plan of operation over the next twelve month.s Based
on our current cash balance, and the desire of Mr. Vincent Simonelli to continue funding our operations at a minimal
level, management believes that we can satisfy our cash requirements for the next twelve mont.hsOur President,
Vincent C. Simonelli, has indicated his preparedness to fund our business until we are able to complete this offering.
However, there are no formal or written agreements with respect to the advance of funds to the Company by our
officers, directors and affiliates for payment of said cost.s Accordingly, our officers, directors and other affiliates
are not legally bound to provide funding to us. Because of our limited operations, if our officers and directors do not
pay for our expenses, we will be forced to obtain funding. We currently do not have any arrangements to obtain
additional financing from other source.s In view of our limited operating history, our ability to obtain additional
funds is limited. Additional financing may only be available, if at all, upon terms which may not be commercially
advantageous to us.
As of September 30, 2011, we had cashasofco$m0pared to 36$ as of September 30, 2010. As of
September 30, 2011, net cash used by operating activities aggregated $16,693 as compared to net cash used
by operating activities of $7,715 as of September 30, 2010.
As September 30, 2011, the Company has been funded throughcontributions of cash from, Vincent Simonelli, the
Company’s President, aggregating $10,000. As of June 30, 2008, Vincent Simonelli has been issued 10,000,000
shares of Common Stock in consideration of the $10,000 contribution (or $0.001 per share). Furhet r, the Company
received proceeds through the February 2008 Private Placement, aggregating $577,894 through the sale of Common
Stock and 8% convertible notes.
Due to the operating losses that we have suffered from the date of our organization, in theirreport on the financial
statements for the period from inception, January 30, 2008 to December 31, 2010, our independent auditors included
an explanatory paragraph regarding concerns about our ability to continue as a going concer. nOur consolidated
financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
The issuance of additional equity securities by us could result in a significant dilution in the equity interests oofur
current stockholders.
MANAGEMENT
The following table sets forth the names and ages of our current directors and executive officers, their principal
offices and positions and the date each such person became a director or executive officer. The Board of Directors
elects our executive officers annually. Our directors serve one-year terms or until their successors are elected and
accept their positions. The executive officers serve terms of one year or until their death, resignation or removal by
the Board of Director.s There are no family relationships or understandings between any of the directors and
executive officers. In addition, there was no arrangement or understanding between any executive officer and any
other person pursuant to whichany person was selected as an executive officer.
Name of Director or
Date of Position
Executive Officer
Age
Current Position and Office
& Term of Office
Vincent Simonelli
46
Chairman, Chief Executive Officer,
September 2008
& Chief Financial Officer
Term: one year
Richard Pezzullo
53
Director
June 2011, One Year
31
Vincent Simonelli, CEO, Director and President
Dream Homes’ senior manager and principal, Vincent C. Simonelli, has over 20 years of active experiencein real
estate finance, development, construction and marketing. Currently, Mr. Simonelli is President and sole director for
Foxmoor Development Ltd., a holding company comprised ofsix subsidiaries including Foxmoor at Bayville Corp.,
Foxmoor at Egg Harbor Corp., Foxmoor at Galloway Corp., Foxmoor at Absecon Corp., Foxmoor at Hampton
Court Corp., Foxmoor at Woodcrest Fields Corp., and is Managing Member oFfoxmoor at Newfield LLC. Since
the mid 1990’s, Mr. Simonelli has successfully developed, built and marketed over 100,000 square feet of
commercial space and over 750 residential dwellings.
Through the financial and market challenges over the past 4 years, Mr. Simonellihas continued to be involved in all
aspects of residential building and development as well as consulted and cooperated with Amboy Bank on workout
solutions for a number of troubled assets.Mr. Simonelli’s long relationship and solidrecord of accomplishment
with Amboy Bank permitted the type of lender cooperation necessary to reposition and restructure a number of
challenged developments, including single and mult-ifamily as well as age-restricted projects. His varied financial
skills, extensive development, and construction experience have been crucial in facing the difficulties of the last 4
years and are an important element of Dream Homes’ potential for success.
Mr. Simonelli's skills include market repositioning of developments to incorpormatoere efficient and price
sensitive architectural and land planning designs, changes of approvals and use for the purpose of complete
reengineering and redevelopment of troubled projects (including-resatgericted developments) and financial
restructuring of various assets to incorporate changing economic conditions and allow improvement of balance
sheets and cash flows. Mr. Simonelli’s solid construction experience and background have also permitted Foxmoor
to act in the position of general contractor forhetse developments, avoiding the need to utilize outside parties to
complete difficult and/or troubled build-outs.
Additionally, the ability to design innovative and different marketing campaigns has permitted Mr. Simonelli, with
Foxmoor Development, to continue to market and sell homes to first time, workforce and first time move-up buyers
during the very difficult 2006– 2010 periods. These programs include NJ State 100% & 105% financinog,ther
federal incentives like USDA programs, as well as intyernasponsll ored seller financing and lease/purchase
structures.
Mr. Simonelli’s experience in commercial finance for real estate, varied construction knowledge and extensive
background in the developmental and approval process throughout New Jersey, as aws eall solid history of
innovative marketing ideas and campaigns, makes him qualified to lead the Company in its acquisition,
development, construction and sales efforts in the future.Mr. Simonelli attended Montclair State College, the NY
Institute of Finance, and Ocean County College."
Richard Pezzullo, Director
Richard Pezzullo is a graduate of Cornell University and served 20 years in the US Army Reserve, attaining the rank
of Major. Since 1990, he has built and continues to run NetcentricComputer Solutions, which provides Information
Technology and CTO/CIO services and currently support over 15,000 workstations in 60 locations throughout the
US, UK, Japan and Morocco.
Mr. Pezzullo regularly advises managers on thopee rational ramifications of decisions made regarding software
deployment, employee retention and project implementation, and over the past 10 years his breadth of knowledge
across industry lines has been beneficial to Foxmoor Holdings’ senior management. Rich lives in Freehold, NJ with
his wife and children, ages 10, 13 and 14.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table summarizes certain information regarding the beneficial ownership (as such term is defined in
Rule 13d-3 under the Securities Exchange Act of 1934 of the Company’s outstanding common stock as of June 30,
2010 by (i) each person known by the Company to be the beneficial owner of more than 5% of the Company’s
outstanding common stock, (ii) each director of the Company, (iii) each person named in the Summary
32
Compensation Table, and (iv) all current executive officers and directors as a group. Except as indicated in the
footnotes below, the security and stockholders listed below possess sole voting and investment power with respect to
their shares. The figures are based on 15,252,010 common shares as of September 30, 2011.
Beneficial ownership means sole and shared voting power or investment power with respect to a s.ecuInrity
computing the number and percentage of sharesbeneficially owned by a person, shares of Common Stock subject to
options and/or warrants currently exercisable, or exercisable at a later date, are counted as outstanding, but these
shares are not counted as outstanding for computing the percentage ownserhip of any other person. At this time,
however, there are no such options or warrants granted or outstanding.
ACTUAL AMOUNT
ACTUAL
IDENTITY OF PERSON
OF SHARES
PERCENT OF
OR GROUP
OWNED
SHARES OWNED
CLASS
Vincent Simonelli, Chairman/CEO/CFO
12,000,000
78.68%
Common
TOTAL
12,000,000
78.68%
Common
EXECUTIVE COMPENSATION
The members of the Board of Directors oversee compensation and benefits, i.e., option and warrant grants, to
employees and service providers.
The following table setsforth summary information regarding compensation paid for the years ended December 31,
2008, 2009 and 2010 to the officers of the Company.
SUMMARY COMPENSATION TABLE
Non-Equity
Nonqualified
Stock
Option
Incentive Plan
Deferred
All Other
Name and
Bonus
Awards
Awards
Compensation
Compensation
Compensati
principal position
Year
Salary ($)
($)
($)
($)
($)
Earnings ($)
on ($)
Total ($)
Vincent
Simonelli/CEO
2010
-
-
-
-
-
-
-
-
2009
-
-
-
-
-
-
-
-
2008
-
-
-
-
-
-
-
-
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
As of December 31, 2010, and December31, 2009, we had issued an aggregate of 25215,,010 and 14,427,010
shares, respectively, of common stock.
As of January 31, 2008, the Company dhaissued an aggregate of 12,000,000 shares of common stock for an
aggregate of $10,000 in cash or $.001 per share and the contribution of office equipment aggregating $2,000 or
$.001 per share.
As of December 31,2008, the Company had issued an aggregate fo 261,500 shares of common stock to
approximately 22 individuals as consideration for real estate consulting fees for an aggregate consideration of
$261,500 or $1.00 per share.
33
As of December 31, 2009, the Companyd hisasued an aggregate of 1,667,616 shares of common stock to
approximately to 19 individuals in consideration of $1,667,616 in consulting services valued at $1.00.
As of September 30, 2010, the Company dhaissued an aggregate o825f ,000 shares of common stock in
consideration for consulting fees aggregating $825,000 or $1.00 per share.
As of June 30, 2011, certain adjustments were made to the financial statements which pertained to Transactions
between Related Parties. These adjustments are more specifically detailed under the 4th and 5th pages of the Notes to
Financial Statements and titled “Advances to and from Unconsolidated Related Parties”.
I n summary, Dream
Homes Ltd. wrote off a Note due from Foxmoor at Absecon Corp. in the amount of $141,715, which it deemed to be
worthless. Concurrently, VCS Holdings, LLC, which is a single member LLC, wholly owned by Vincent Simonelli,
forgave the $125,000 used to fund the note receivable from Foxmoor at Absecon Corp, which wasinnteonre-st
bearing and due on demand. Additionally, collections were received from Foxmoor at Hamilton LLC, Foxmoor at
Newfield LLC and Foxmoor at Little Egg Harbor LLC in the amount of $14,000 and payments were made to
General Property Investments LLC and Foxmoor at Twin Lakes Corp in the amount of $7,700, These companies are
all related parties. These transactions resulted in a net increase in cash to Dream Homes Ltd in the amount of $6,300.
As of September 30, 2011, we have issued an aggregate of 15,251,010 shares of common stock. The Company has
not yet created an employee stock grant program, but plans to do so in the future, allocatingan aggregate of 500,000
shares of common stock to be issued from time to time as directed by the Board of Directors to employees who have
rendered services valuable to the development of the Companyat a consideration representing themarket value of
the stock at the time of issuance.The Company anticipates utilization of500,000 shares from the unissued but
authorized common stock.
DIRECTOR INDEPENDENCE
Our board of directors has determined thneatither Vincent Simonelli or Richard Pezzullo are“independent”
directors, based on the independence criteria set forth in the corporate governance listing standards of the Nasdaq
Stock Market, the exchange that we selected in order to determine whether our directors and committee members
meet the independence criteria of a national securities exchange, as required by Item 407(a) (1) of Regulation-SK.
An independent director means a person who is not an employee (or a relative of an employee), who has no material
business relationship with the company, and is not a significant owner of the company’s shares. Due to its small
size, the Company does not presently have a separately designated audit committee, compensation committee, or
nominating committee.
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF SECURITIES
The following statements do not purport to be complete and are qualified in their entirety by reference to the detailed
provisions of the Company's Articles of Incorporation and Bylaws, copies of which are attached as exhibits hereto.
Common Shares
The Company's authorized capital stock consists of 100,000,000 shares of Common Stock with a $0.001 par value,
and 5,000,000 shares of Preferred Stock, also having a $0.001 par value.The Company is authorized to issue up to
5,000,000 shares of preferredstock at $.001 par value each share. The rights and privileges will be defined by the
board of directors from time to time as needed.
34
As of the date of thisfiling, the Company has15,252,010 shares of its CommonStock outstanding. The Company
has reserved a sufficient number of shares of Common Stock for issuance pursuant to this Offering from its
authorized, but unissued shares. The shares of Preferred Stock issuable upon completion of the Offering will be
fully paid and non-assessable, when issued in accordance with the terms of the Offering.
Preferred Shares
As of the date of thisfiling, the Company has-0- shares of its Preferred Stock outstanding. Each share of Preferred
Stock, when issued,may be converted by the holder at any time into the Company’s Common Stock at the rate of
$1.00 per Common share issued. Shares of Preferred Stock are entitled to two (2) votes for evserharye for any
matter that is submitted to the Company’s shareholdesrfor vote. Holders of Preferred Stock are also entitled to a
five percent (5%) dividend rate, payable in cash or additional shares of Preferred Stock, and are granted a priority
claim against the Company’s assets in the event of liquidation.
Dividend Policy
Holders of the Company's Preferred and Common Stock are entitled to receive dividends when declared by the
Board of Directors from funds legally available for distribution. Anysuch dividends may be paid in cash, property
or shares of the Company common stock. The Company has not paid any dividends since its inception, and it is not
likely that any dividends on its Common Stock will be declared at any time in thneear future. Any dividends will
be subject to the discretion of the Company's Board of Directors, and will depend upon, among other things, the
operating and financial condition of the Company, its capital requirements and general business conditions.
Therefore, there can be no assurance that any dividends on the Company's Common Stock will be paid in the future.
Transfer agent and registrar
The transfer agent of our common stock isJersey Transfer & Trust whose address is201 Bloomfield Ave, Verona,
NewJersey 07044.
The following is a summary of transactions by us within the past three years involving sales of our securities that
were not registered under the Securities Act. Each offer and sale was exempt from registration under either Section
4(2) of the Securities Act or Rule 506 under Regulation D of the Securities Act because (i) the securities were
offered and sold only to accredited investors; (ii) there was no general solicitation or general advertising related to
the offerings; (iii) each investor wasiveg n the opportunity to ask questions and receive answers concerning the
terms of and conditions of the offering and to obtain additional information; (iv) the investors represented that they
were acquiring the securities for their own account and for investment; and (v) the securities were issued with
restrictive legends.
As of January 31, 2008,we issued 12,000,000 shares of common stock for an aggregate of $10,000 in cash or $.001
per share and the contribution of office equipment aggregating $2,000 or $.001 per share.This issuance was under
the auspices of Rule 4(2).
As of April 30, 2008, the Company had sold an aggregate of 497,894 shares of common stock for $497,894 or $1.00
per share.
As of June 30, 2008, we sold an aggregate of $80,000 in 8% convertible Notes.
As of December 31,2008, we issued an aggregate of 261,500 shares of common stock to 22 individuals as
consideration for real estate consulting fees for an aggregate consideration of $261,500 or $1.00 per sharTehi. s
issuance was under the auspices of Rule 4(2).
As of December 31, 2009,we issued an aggregate of 1,667,616 shares of common stock to 19 individuals in
consideration of $1,667,616 in consulting services valued at $1.00, under the auspices of Rule 4(2).
35
As of September 30, 2010, we issued an aggregate of825,000 shares of common stock in consideration for
consulting fees aggregating $825,000 or $1.00 per share, also under Rule 4(2).
PLAN OF DISTRIBUTION
Distributing Company:
Dream Homes is distributing up to 5,000,000
shares of its common stock in its capacity as
underwriter of this offering.
Shares To Be Distributed:
5,000,000 shares of our common stock, par
value $0.001 per share. The shares to be
distributed in the offering will represent 24.69
% of our total common shares outstanding.
Payment Required:
The Offering Price of $1.00 per share must be
paid in cash and the subscription attached to the
Prospectus must be executed before the
Company will deliver certificates for the shares
purchased.
Prospectus Mailing:
___________, 2012. We have mailed this
prospectus to you on or about this date free of
charge.
Closing Date:
The Company may close on subscriptions from
time to time up to one year after the Effective
Date. The common shares, which are
purchased, will be delivered as soon as
practical after acceptance of any subscriptions.
Listing and Trading of Our Shares:
There is currently no public market for our
shares. We do not expect a market for our
common shares to develop until after the
distribution date. Our shares will not qualify
for trading on any national or regional stock
exchange or on the NASDAQ Stock Market.
No one has filed to become our primary market
maker. If a public trading market develops for
our common shares, of which there can be no
assurance, we cannot ensure that an active
trading market will be available to you. Many
factors will influence the market price of our
shares, including the depth and liquidity of the
market that may develop investor perception of
our business, growth prospects, and general
market conditions.
We plan to apply for trading of our commtooncks on the ove-trhe-counter (OTC) Bulletin Board upon the
effectiveness of the registration statement of which this prospectus forms a part.To have our securities quoted on
the OTC Bulletin Board we must: (1) be a company that reports its current financial information to the Securities
and Exchange Commission, banking regulators or insurance regulators; and (2) has at least one market maker who
completes and files a Form 211 with NASD Regulation, In.cThe OTC Bulletin Board differs substantially from
national and regional stock exchanges because it (1) operates through communication of bids, offers and
confirmations between broker-dealers, rather than one centralized market or exchange; and, (2) securities admitted
36
to quotation are offered by one or morebroker-dealers rather than “specialists” which operate in stock exchanges.
There is currently no market for our shares of common sto.ckThere can be no assurance that a market for our
common stock will be established or that, if established, such marketwill be sustained. Therefore, purchasers of our
shares registered hereunder may be unable to sell their securities, because there may not be a public market for our
securities. As a result, you may find it more difficult to dispose of, or obtain accurate quotes of our common stoc.k
Any purchaser of our securities should be in a financial position to bear the risks of losing their entire investment.
This Offering relates to the sale of up to5,000,000 Shares at the estimated Offering price of $1.00 per has re in a
“best-efforts” direct public offering, without any involvement of underwriter.s The Shares will be offered and sold
by our officers, directors, and/or employee.s None of these persons will receive a sales commission or any other
form of compensation for this Offeri.ng Investors will be solicited primarily through personal contact,
although email and direct mailings may also be utilized. In addition, investor meetings may be scheduledto present
the investment in a group setting.
In connection with their efforts, our officers, directors and employees will rely on thesafe harbor provisions of Rule
3a4-1 of the Securities Exchange Act of 1934. R3a4ul-e1 provides an exemption from the broker/dealer
registration requirements of the Securities Exchange Act of 1934 for persons associated with an issuerif they meet
certain requirements. No one has made any commitment to purchase any or all of the Shares being offered. Rather,
our directors, officers, and/or employees will use their best efforts tofind purchasers for the Share.s We are not
required to sell any minimum number of Shares in this Offering. Funds received from investors will not be placed
in an escrow, trust, or similar account. Instead, all cleared funds will be immediately available to us following their
deposit into our bank account, and there will be no refunds once a subscription for Shareiss accepted. We cannot
predict how many Shares, if any, will be sold.
We will bear any expenses of this offering, which we estimate to be $75,000.
We also may retain an underwriter to assist us or to supplant our selling efforts in the Offering. At this time, we do
not have any binding commitments, agreements, or understandings with any potential underwrit.erIf we elect to
utilize an underwriter, we will amend this Prospectu.s We have prepared this prospectus as if we are not using an
underwriter to assist us with this Offering.To the extent that we are able to sell the Shares directly through our
officers, directors, and employees,the net proceeds received from this Offering will be correspondingly higher than
if we engage an underwriter.
This Offering will terminatewhen the Offering is fully subscribed or we decide to close the Offer.ingIn either
event, the Offering may be cloesd without further notice to you.All costs associated with the registration will be
borne by us.
We have not authorized any person to give any information or to make any representations in connection with this
Offering other than those contained in thisprospectus and if given or made, that information or representation must
not be relied on as having been authorized by us. This prospectus is not an offer to sell or a solicitation of an offer
to buy any of the securities to any person in any jurisdictionin which that offer or solicitation is unlawful. Neither
the delivery of this prospectus nor any sale hereunder shall under any circumstances, create any implication that the
information in this prospectus is correct as of any date later than the date thofis prospectus. Purchasers of share
either in this Offering or in any subsequent trading market that may develop must be residents of states in which the
securities are registered or exempt from registration. Some of the exemptions are self-executing, that is to say that
there are no notice or filing requirements, and compliance with the conditions of the exemption renders the
exemption applicable.
Prior to the date of this prospectus, there has been no trading market for our Common Stock. We hope our shares of
Common Stock will be quoted for trading on the OTCBB. Until an active and steady trading market develops for
our Common Stock, the price at which shares of our Common Stock may trade may fluctuate significant.lyPrices
for our Common Stock willbe determined in the marketplace and may be influenced by many factors, including the
depth and liquidity of the market for our shares, developments affecting our businesses generally, including the
impact of the factors referred to in “RISK FACTORS” above, investor perception of the Company, and general
37
economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for
our shares or that an investor will be able to resell the Shares purchased in this Offering.
Shares of Common Stock sold in this Offering will be freely transferable, except for shares of our Common Stock
received by persons who may be deemed “affiliates” of the Company under the Securities Act. Persons who may be
deemed affiliates of the Company generally include individuals or entities that control, are controlled by or are
under common control with us, and may include our senior officers and directors, as well as principal stockholder.s
Persons who are affiliates will be permitted to sell their shares of Common Stock only pursuant to an effective
registration statement under the Securities Act or an exemption from the registration requirements of the Securities
Act, such as the exemption afforded by Section 4(1) of the SecuritiesAct or Rule 144 adopted under the Securities
Act.
Penny Stock Regulations
Our Common Stock is considered a “penny stock” as defined by Section 3(a)(51) and Rule -31a5(g)1 under the
Securities Exchange Act of 1934 because we do not have:
• Net tangible assets (i.e., total assets less intangible assets and liabilities) in excess of $2,000,000,and
• Average revenue of at least $6,000,000 for the last three years.
For any transaction involving a penny stock, unless exempt, the penny stock rules require thatroakerb or dealer
approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a
written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial
information and investment experience and objectives of the person and make a reasonable determination that the
transactions in penny stocks are suitablefor that person and that person has sufficient knowledge and experience in
financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclousre schedule prepared by
the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker or
dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary
trading and commission’s payable to both the broker-dealer and the registered representative, currentquotations for
the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stock.sThe above-referenced requirements may create a
lack of liquidity, making trading difficult or impossible, and accordingly, shareholders may find it difficult to
dispose of our shares.
State Securities – Blue Sky Laws
Transfer of our Common Stock may also be restricted under the securities laws or securities regulations promulgated
by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such
individual state laws, our Common Stock may not be traded in such jurisdictions. Because the securities registered
hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and
persons who desire to purchase them inany trading market that might develop in the future, should be aware that
there may be significant state blu-esky law restrictions upon the ability of investors to sell the securities and of
38
purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and
should be prepared to hold the Common Stock for an indefinite period.
We are not currently listed in Standard and Poor's Corporation Records, a nationally recognized securities manual,
which would provide uswith “manual” exemptions in 38 states as indicated in 1 Blue Sky L. Rep. (CCH) 2401
(2008), entitled “Standard Manuals Exemptions.” We intend to obtain a listing in Standard and Poor's Corporation
Records and intend to do so as soon as possible.
Thirty-eight states have what is commonly referred to as a “manual exemption” for secondary trading of securities
purchased under this registration statement. In these states, so long as we obtain and maintain a Standard and Poor’s
Corporate Records listing or another acceptable manual, secondary trading of our Common Stock can occur without
any filing, review or approval by state regulatory authorities in these s.tateTshese states are Alaska, Arizona,
Arkansas, Colorado, Connecticut, Delaware, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New
Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina,South
Dakota, Texas, Utah, Vermont, Washington, West Virginia, Wisconsin, and WyomingI.n most instances, under
current state rules, secondary trading can occur in these states without further action. However, no assurance can be
given that such rules will not change in the future or that a specific secondary trading transaction will qualify for a
manual exemption.
We may not be able to qualify securities for resale in other states, which require shares to be qualified before they
can be resold by our shareholders.
Procedures for Subscribing to Shares Offered by the Company
If you decide to subscribe for any shares in this Offering, you are required to execute a Subscription Agreement and
tender it, together with a check or certified funds to usA. ll checks for subscriptions should be made payable to
Dream Homes Limited.
OTC Bulletin Board Considerations
To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a
market for our common stock. We have engaged in preliminary discussions with a FINRA Market Maker and they
have tentatively agreed tofile our application on Form 211 with FINRA, and FINRwAill process such listing,
pending the effectiveness of the registration statement of which thprisospectus forms a par.t Based upon our
counsel’s prior experience, we anticipate that after this registration statement is declared effective, it will take
approximately 2 - 8 weeks for the FINRA to issue a trading symbol.
The OTC Bulletin Board is searpate and distinct from the NASDAQ stock mark.etNASDAQ has no business
relationship with issuers of securities quoted on the OTC Bulletin Boa.rdThe SEC’s order handling rules, which
apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.
Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can
delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standard.sRather, the market
maker chooses to quote a security on the system, files the application, and is obligated to comply with keeping
information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of
a company. The only requirement for inclusion in the bulletin board is that the issuer be current in its reporting
requirements with the SEC.
Although we anticipate listing on the OTC Bulletin board will increase liquidity for our stock, investors may have
greater difficulty ingetting orders filled because it is anticipated that if our stock trades on a public market, it
initially will trade on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders may be filled at a price
much different than expected when an order isplaced. Trading activity in general is not conducted as efficiently and
effectively as with NASDAQ-listed securities.
39
Investors must contact a broker-dealer to trade OTC Bulletin Board securities. Investors do not have direct access to
the bulletin board service. For bulletin board securities, there only has to be one market maker.
Bulletin board transactions are conducted almost entirely manuall.yBecause there are no automated systems for
negotiating trades on the bulletin board, they are conductedvia telephone. In times of heavy market volume, the
limitations of this process may result in a significant increase in the time it takes to execute investo.r orders
Therefore, when investors place market orders- an order to buy or sell a specific number of shares at the current
market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between
placing a market order and getting execution.
Because bulletin board stocks are usually not followed by anysalts, there may be lower trading volume than for
NASDAQ-listed securities.
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS
None.
LEGAL MATTERS
Selected legal matters with respect to the validity of the securities offered by this prospectus will be passed upon for
us by Dieterich & Associates, Los Angeles, California.
OUR TRADING SYMBOL
The Common Stock ofDream Homes does not have a trading symbol at this time.
As of September 30, 2011, there were 56 shareholders of record for the Company’s 15,350,000 shares of
outstanding common stock.
EXPERTS
The financial statements as of and for the years endedDecember 31, 2009 and 2010, included in this prospectus
have been audited byLGG & Associates, P.C., with an address of 305 Suwanee East Drive, Lawrenceville, Georgia,
30043, an independent registered certified public accounting firm, as stated in their report appearing herei.n Such
financial statements have been so included in relianceupon the report of such firm given upon their authority as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Upon effectiveness of this registration statement, we will commence filing reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy any report, proxy statement or
other information we file with the Commission at the Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on t he operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. In addition, once this offering goes “effective” we will become subject to the
information and reporting requirements of the Exchange Act, and we will file electronic versions of these documents
on the Commission's Electronic Data Gathering Analysis and Retrieval, or EDGAR, Sys.temThe Commission
maintains a website at http://www.sec.gov that contains reports, proxy statements and other information filed with
the Commission.
We have filed a registration statement on Form -S1 with the Commission to register shares of our common stoc.k
This prospectus is part of that registration statement and as permitted by the Commission’s rules, does not contain
40
all of the information setforth in the registration statement.For further information with respect to us, or our
common stock, you may refer to the registration statement and to the exhibits and schedules filed as part of the
registration statement. You can review a copy of theregistration statement and its exhibits and schedules at the
public reference room maintained by the Commission, and on the Commission's web site, as described above.You
should note that statements contained in this prospectus that refer to the contentsof any contract or other document
are not necessarily complete. Such statements are qualified by reference to the copy of such contract or other
document filed as an exhibit to the registration statement.
41
DREAM HOMES LIMITED
INDEX TO FINANCIAL STATEMENTS
Balance Sheets
Statements of Operations
Statements of Changes in Stockholders’ Equity
Statements of Cash Flow
Notes to the Financial Statements
42
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
ON THE AUDITED FINANCIAL STATEMENTS
To the Stockholders and Board of Directors
DREAM HOMES LIMITED
Forked River, New Jersey
In accordance with the terms and objectives of our engagement, we have audited the accompanying balance sheets
of DREAM HOMES LIMITED (A Development StageEnterprise) as of December 31, 2010, 2009, and 2008, and
the related statements of operations and cash flows for the years ended December 31, 2010 and 2009 and from
inception (January 29, 2008) through December 31, 2010 and2009, and the statement of changes in stockholders’
equity frominception (January 29, 2008) through December 31, 2010. DREAM HOMES LIMITED’smanagement
is responsible for these financial statements. O ur responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan our audits to obtain reasonable assurance about whether the
financial statements arefree of material misstatements. DREAM HOMES LIMITED is not required, at this time to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial orrteping as a basis for designing audit procedures that are
appropriate in the circumstances, but notfor the purpose ofexpressing an opinion on the effectiveness of DREAM
HOMES LIMITED’s internal control over financial reporting. Accordingly, we do not express such an opinion.
An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by the management of DREAM
HOMES LIMITED as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to in the first paragraph of this report present fairlyin, all material
respects, the financial position of DREAM HOMES LIMITED at December 31, 2010, 2009, and 2008, and the
results of its operations and its cash flows for the years ended December 31, 2010 and 2009, and from
inception(January 29, 2008) through December 31, 2010 and 2009, and the changes in stockholders’ equity from
inception (January 29, 2008) through December 31, 2010 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared and are presented assuming that DREAM HOMES
LIMITED will continue as a going concern. As discussed in the notes to the financial statements and elsewhere in
this Form S-1, DREAM HOMES LIMITED has incurred cash and significant n-coansh operating losses for the
years ended December 31, 2010 and 2009, and from inception (January 29, 200)8through December 31, 2010 and
2009, has no revenue from the sale of homes, and has not commenced planned principal business operations. There
is no assurance that DREAM HOMES LIMITED can reverse its operating losses, or that it can raise additional debt
or equity capital to allow it to proceed with its planned future operations.
These factors, among others, raise substantial doubt about DREAM HOMES LIMITED’s ability to continue as a
going concern. DREAM HOMES LIMITED’s management plans regarding these matters are disclosed in the notes
to the financial statements and elsewhere in this For-m1. ST hese financial statements do not include any
adjustments related to the recoverability of recorded asset values that might be necessary from an unfavorable
resolution of this significant uncertainty.
/s/ LGG & Associates, PC
LGG &Associates, PC
Certified Public Accountants and
Management Consultants
Lawrenceville, Georgia
Friday, April 15, 2011
43
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
ON THE UNAUDITED FINANCIAL STATEMENTS AND INFORMATION
To the Stockholders and Board of Directors
DREAM HOMES LIMITED
Forked River, New Jersey
In accordance with the terms and objectives of our engagement, we have reviewed the accompanying balance sheets
of DREAM HOMES LIMITED (A Development Stage Enterprise) as oSfeptember 30, 2011 and 2010, and the
related statements of operations for thenine months then ended , from inception (January 29, 2008) through
September 30, 2011 and 2010, and for the three months ended September 30, June 30, and March 31, 2011 and
2010, and the related statement of changes in stockholders’ equity for the nine months ended September 30, 2011
and 2010, and from inception (January 29, 2008) through September 30, 2011, and the related statements of cash
flows for the nine months ended September 30, 2011 a nd 2010, from inception (January 29, 2008) through
September 30, 2011 and 2010, for the three months ended September 30, June 30, and March 31, 2011 and 2010.
These financial statements are the responsibility of DREAM HOMES LIMITED’s management.
We conducted our reviews in accordance with the standards of the Pubcli Company Accounting Oversight Board
(United States). A review of interim financial statements andinformation consists principally of applying analytical
procedures and making inquiries of persons responsible for financial and accounting matters. A review (as defined
by the Public Company Accounting Oversight Board (United States)) is substantially less in scope than an audit
conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our reviesw, we are not aware of any material modifications that should be made to the financial
statements referred to in the first paragraph of this report for them to be in conformity with accounting principles
generally accepted in the United States of America.
We audited the accompanyingbalance sheets as of December 31, 2010, 2009, and 2008, and the relatedstatements
of operations and cash flows for the years ended December 31, 2010 and 2009, and from inception (January 29,
2008) through December 31, 2010 and2009, and the statement of changes in stockholders’ equity from inception
(January 29, 2008) through December 31, 2010, and we expressed an unqualified opinion on them in our report
dated Friday, April 15, 2011. We have not performed any auditing procedures since that date.
The accompanying reviewed financial statements assume that DREAM HOMES LIMITED will continue as a going
concern. As discussed in the notes to the financial statements and elsewhere in this Form-1,SDREAM HOMES
LIMITED has incurred cash and significant no-ncash operating losses for the nine months ended September 30,
2011 and 2010, and from inception (January 29, 2008) through September 30, 2011 and 2010, has no revenue from
the sale of homes, and has not commenced planned principal business operations. There is no assurance that
DREAM HOMES LIMITED can reverse its operating losses, or that it can raise additional debt or equity capital to
allow it to proceed with its planned future operations.
These factors, among others, raise substantial doubt about DREAM HOMES LIMITED’s ability to continue as a
going concern. DREAM HOMES LIMITED’s management plans regarding these matters are disclosed in the notes
to the financial statements and elsewhere in this Form-S1. These interim financial statements do not include any
adjustments related to the recoverability of recorded asset values that might be necessary from an unfavorable
resolution of this significant uncertainty.
/s/ LGG & Associates, PC
LGG &Associates, PC
Certified Public Accountants and
Management Consultants
Lawrenceville, Georgia
Thursday, December 15, 2011
44
DREAM HOMES LIMITED
(Formerly Foxmoor Holdings Corp)
(A Development Stage Enterprise)
Balance Sheets
September 30, 2011 and 2010 (unaudited) and
December 31, 2010, 2009, and 2008
September 30,
December 31,
ASSETS
2011
2010
2010
2009
2008
Cash and cash equivalents
$
-
$
36
$
485
$
651
$ 313,662
Property held for development
414,765
414,765
414,765
414,765
226,858
Due from related parties
84,986
227,557
84,986
217,581
181,926
Miscellaneous receivables
-
-
-
4,970
-
Office equipment, net
992
1,100
1,000
1,400
1,800
Total assets
$
500,743
$
643,458
$
501,236
$
639,367
$ 724,246
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Note payable, including accrued interest
$
95,467
$
89,067
$
90,667
$
84,267
$
81,067
Due to related parties
52,844
150,100
27,344
136,494
136,000
Accounts payable
44,908
14,000
14,000
14,500
21,500
Total liabilities
193,219
253,167
132,011
235,261
238,567
Stockholders' equity:
Preferred stock; $.001 par value; 5,000,000 shares
authorized; none issued or outstanding
-
-
-
-
-
Common stock; $.001 par value; 100,000,000 shares
authorized; 15,252,010, 15,252,010, 15,252,010,
14,427,010, and 12,759,394, issued and
outstanding, respectively
Par value common stock:
Paid-in
10,498
10,498
10,498
10,498
10,498
Consulting services or property
4,754
4,754
4,754
3,929
2,261
Total par value common stock
15,252
15,252
15,252
14,427
12,759
Capital in excess of par value:
Paid-in
497,396
497,396
497,396
497,396
497,396
Consulting services or property
2,751,362
2,751,362
2,751,362
1,927,187
261,239
Total capital in excess of par value
3,248,758
3,248,758
3,248,758
2,424,583
758,635
Total capitalization
3,264,010
3,264,010
3,264,010
2,439,010
771,394
Accumulated deficit during the development stage
(2,956,486)
(2,873,719)
(2,894,785)
(2,034,904)
(285,715)
Net stockholders' equity
307,524
390,291
369,225
404,106
485,679
Total liabilities and stockholders' equity
$
500,743
$
643,458
$
501,236
$
639,367
$ 724,246
See the accompanying notes to the financial statements and
the reports of independent certified public accountants.
Dream Homes Limited
(Formerly Foxmoor Holdings Corp)
(A Development Stage Enterprise)
Statements of Operations
Years Ended December 31, 2010 and 2009, and from
Inception (January 29, 2008) through December 31, 2010 and 2009
From Inception (January 29, 2008)
Years Ended December 31,
through December 31,
2010
2009
2010
2009
Revenue from the sale of homes
$
-
$
-
$
-
$
-
Cost of homes sold
-
-
-
-
Gross profit from sale of homes
-
-
-
-
Operating Expenses:
Common stock issued for consulting services
825,000
1,667,616
2,754,116
1,929,116
Professional fees accrued or paid with cash
9,090
28,600
91,317
82,227
Selling, general, and administrative
276
7,243
8,005
7,729
Rent
12,000
12,000
35,000
23,000
Depreciation
400
400
1,000
600
Total operating expenses
846,766
1,715,859
2,889,438
2,042,672
Loss from operations
(846,766)
(1,715,859)
(2,889,438)
(2,042,672)
Other income and (deductions):
Gain on forgiveness of related party debt
125,000
-
125,000
-
Loss on write-off of related party note receivable
(141,715)
-
(141,715)
-
Losses from write-off of failed opportunities
-
(50,180)
(50,180)
(50,180)
Gains from write-off of failed opportunities
-
13,250
50,550
50,550
Interest income
10,000
10,000
28,065
18,065
Interest expense
(6,400)
(6,400)
(17,067)
(10,667)
Net loss
$
(859,881) $ (1,749,189) $ (2,894,785) $
(2,034,904)
Weighted average common shares outstanding
14,146,138
13,593,202
14,146,138
13,593,202
Basic and diluted loss per common share
$
(0.0608) $
(0.1287) $
(0.2046) $
(0.1497)
See the accompanying notes to the financial statements and
the reports of independent certified public accountants.
Dream Homes Limited
(Formerly Foxmoor Holdings Corp)
(A Development Stage Enterprise)
Statements of Operations
Nine Months Ended September 30, 2011 and 2010 (unaudited), and from
Inception (January 29, 2008) through September 30, 2011 and 2010 (unaudited)
Nine Months Ended
From Inception (January 29, 2008)
September 30,
through September 30,
2011
2010
2011
2010
Revenue from the sale of homes
$
-
$
-
$
-
$
-
Cost of homes sold
-
-
-
-
Gross profit from sale of homes
-
-
-
-
Operating Expenses:
Common stock issued for consulting services
-
825,000
2,754,116
2,754,116
Professional fees accrued or paid with cash
47,238
7,000
138,556
89,227
Selling, general, and administrative
363
215
8,367
7,944
Rent
9,000
9,000
44,000
32,000
Depreciation
300
300
1,300
900
Total operating expenses
56,901
841,515
2,946,339
2,884,187
Loss from operations
(56,901)
(841,515)
(2,946,339)
(2,884,187)
Other income (deductions):
Gain on forgiveness of related party debt
-
-
125,000
-
Loss on write-off of related party note receivable
-
-
(141,715)
-
Losses from write-off of failed opportunities
-
-
(50,180)
(50,180)
Gains from write-off of failed opportunities
-
-
50,550
50,550
Interest income
-
7,500
28,065
25,565
Interest expense
(4,800)
(4,800)
(21,867)
(15,467)
Net loss
$
(61,701) $
(838,815) $ (2,956,486) $ (2,873,719)
Weighted average common shares outstanding
15,252,010
15,252,010
14,146,138
13,593,202
Basic and diluted loss per common share
$
(0.0040) $
(0.0550) $
(0.2090) $
(0.2114)
See the accompanying notes to the financial statements and
the reports of independent certified public accountants.
Dream Homes Limited
(Formerly Foxmoor Holdings Corp)
(A Development Stage Enterprise)
Statements of Operations
Three Months Ended September 30, June 30, and March 31, 2011 and 2010 (unaudited)
Three Months Ended
September 30,
June 30,
March 31,
2011
2010
2011
2010
2011
2010
Revenue from the sale of homes
$
-
$
-
$
-
$
-
$
-
$
-
Cost of homes sold
-
-
-
-
-
-
Gross profit from sale of homes
-
-
-
-
-
-
Operating Expenses:
Common stock issued for consulting services
-
-
-
-
-
825,000
Professional fees accrued or paid with cash
14,484
7,000
30,255
-
2,500
-
Selling, general, and administrative
132
61
132
61
97
93
Rent
3,000
3,000
3,000
3,000
3,000
3,000
Depreciation
100
100
100
100
100
100
Total operating expenses
17,716
10,161
33,487
3,161
5,697
828,193
Loss from operations
(17,716)
(10,161)
(33,487)
(3,161)
(5,697)
(828,193)
Other income (deductions):
Gain on forgiveness of related party debt
-
-
-
-
-
-
Loss on write-off of related party note receivable
-
-
-
-
-
-
Losses from write-off of failed opportunities
-
-
-
-
-
-
Gains from write-off of failed opportunities
-
-
-
-
-
-
Interest income
-
2,500
-
2,500
-
2,500
Interest expense
(1,600)
(1,600)
(1,600)
(1,600)
(1,600)
(1,600)
Net loss
$
(19,316) $
(9,261) $
(35,087) $
(2,261) $
(7,297) $ (827,293)
Weighted average common shares outstanding
15,252,010
15,252,010
15,252,010
15,252,010
15,252,010
15,252,010
Basic and diluted loss per common share
$
(0.0013) $
(0.0006) $
(0.0023) $
(0.0001) $
(0.0005) $
(0.0542)
See the accompanying notes to the financial statements and
the reports of independent certified public accountants.
Dream Homes Limited
(Formerly Foxmoor Holdings Corp)
(A Development Stage Enterprise)
Statement of Changes in Stockholders' Equity
Nine Months Ended September 30, 2011 and 2010 (unaudited), and
from Inception (January 29, 2008) through September 30, 2011 (unaudited)
Deficit
Accumulated
Capital in
During the
Par Value Common Stock
Excess of
Development
Shares
Amount
Par Value
Stage
Total
Issuance of common stock to Vincent Simonelli for cash
10,000,000
$
10,000
$
-
$
-
$
10,000
Issuance of common stock to Vincent Simonelli for office equipment
2,000,000
2,000
-
-
2,000
Issuance of common stock to unrelated third parties for cash
497,894
498
497,396
-
497,894
Issuance of common stock for consulting services
261,500
261
261,239
-
261,500
Net loss from inception (January 29, 2008) through December 31, 2008
-
-
-
(285,715)
(285,715)
Balance, December 31, 2008
12,759,394
12,759
758,635
(285,715)
485,679
Issuance of common stock for consulting services
1,667,616
1,668
1,665,948
-
1,667,616
Net loss for the year ended December 31, 2009
-
-
-
(1,749,189)
(1,749,189)
Balance, December 31, 2009
14,427,010
14,427
2,424,583
(2,034,904)
404,106
Issuance of common stock for consulting services
825,000
825
824,175
-
825,000
Net loss for the nine months ended September 30, 2010
-
-
-
(838,815)
(838,815)
Balance, September 30, 2010
15,252,010
15,252
3,248,758
(2,873,719)
390,291
Net loss for the three months ended December 31, 2010
-
-
-
(21,066)
(21,066)
Balance, December 31, 2010
15,252,010
15,252
3,248,758
(2,894,785)
369,225
Net loss for the nine months ended September 30, 2011
-
-
-
(61,701)
(61,701)
Balance, September 30, 2011
15,252,010
$
15,252
$ 3,248,758
$ (2,956,486) $
307,524
See the accompanying notes to the financial statements and
the reports of independent certified public accountants.
Dream Homes Limited
(Formerly Foxmoor Holdings Corp)
(A Development Stage Enterprise)
Statements of Cash Flows
Years Ended December 31, 2010 and 2009, and from
Inception (January 29, 2008) through December 31, 2010 and 2009
From Inception (January 29, 2008)
Years Ended December 31,
through December 31,
2010
2009
2010
2009
Cash flows from operating activities:
Net loss
$
(859,881) $ (1,749,189) $ (2,894,785) $ (2,034,904)
Adjustments for non-cash and non-operating items:
Common stock issued for consulting services
825,000
1,667,616
2,754,116
1,929,116
Gain on forgiveness of related party debt
(125,000)
-
(125,000)
-
Loss on write-off of related party note receivable
141,715
-
141,715
-
Interest income
(3,650)
(7,500)
(16,715)
(13,065)
Interest expense
6,400
3,200
10,666
4,266
Depreciation
400
400
1,000
600
Rent
12,000
-
19,644
11,000
Accounts payable
(500)
(7,000)
14,000
14,500
Net cash flows from operating activities
(3,516)
(92,473)
(95,359)
(88,487)
Cash flows from investing activities:
Miscellaneous receivables
4,970
(4,970)
-
(4,970)
Property held for development
-
(187,906)
(414,765)
(414,765)
Inter-company advances - Due from related parties:
Note receivable - Foxmoor at Absecon, LLC
-
-
(125,000)
(125,000)
Foxmoor at Hamilton, LLC
(2,000)
-
(2,000)
-
Foxmoor at Galloway Corp
(3,850)
494
-
494
Foxmoor at Little Egg Harbor, LLC
-
(6,500)
(6,500)
(6,500)
Covered Bridge Sports Plex Corp
-
(13,836)
(13,835)
(13,835)
Foxmoor at Newfield, LLC
-
(5,500)
(5,500)
(5,500)
VCS Holdings, LLC
(3,470)
(2,320)
(57,150)
(53,680)
Net cash flows from investing activities
(4,350)
(220,538)
(624,750)
(623,756)
Cash flows from financing activities:
Common stock issued for cash
-
-
507,894
507,894
Issued convertible debenture note payable
-
-
80,000
80,000
Inter-company advances - Due to related parties:
Note payable - VCS Holdings, LLC
-
-
125,000
125,000
General Property Investments, LLC
5,600
-
5,600
-
Foxmoor at Twin Lakes, LLC
2,100
-
2,100
-
Net cash flows from financing activities
7,700
-
720,594
712,894
Net change in cash and cash equivalents
(166)
(313,011)
485
651
Beginning cash and cash equivalents
651
313,662
-
-
Ending cash and cash equivalents
$
485
$
651
$
485
$
651
Cash expended for interest expense
$
-
$
3,200
$
6,400
$
6,400
Non-cash property acquistion
$
-
$
-
$
2,000
$
2,000
See the accompanying notes to the financial statements and
the reports of independent certified public accountants.
Dream Homes Limited
(Formerly Foxmoor Holdings Corp)
(A Development Stage Enterprise)
Statements of Cash Flows
Nine Months Ended September 30, 2011 and 2010 (unaudited), and
from Inception (January 29, 2008) through September 30, 2011 and 2010 (unaudited)
Nine Months Ended
From Inception (January 29, 2008)
September 30,
through September 30,
2011
2010
2011
2010
Cash flows from operating activities:
Net loss
$
(61,701) $
(838,815) $ (2,956,486) $ (2,873,719)
Adjustments for non-cash and non-operating items:
Common stock issued for consulting services
-
825,000
2,754,116
2,754,116
Gain on forgiveness of related party debt
-
-
(125,000)
-
Loss on write-off of related party note receivable
-
-
141,715
-
Interest income
-
(7,500)
(16,715)
(20,565)
Interest expense
4,800
4,800
15,466
9,066
Depreciation
300
300
1,300
900
Rent
9,000
9,000
28,644
20,000
Accounts payable
30,908
(500)
44,908
14,000
Net cash flows from operating activities
(16,693)
(7,715)
(112,052)
(96,202)
Cash flows from investing activities:
Miscellaneous receivables
-
4,970
-
-
Property held for development
-
-
(414,765)
(414,765)
Office equipment
(292)
-
(292)
-
Inter-company advances - Due from related parties:
Note receivable - Foxmoor at Absecon, LLC
-
6,350
(125,000)
(118,650)
Foxmoor at Hamilton, LLC
-
(2,000)
(2,000)
(2,000)
Foxmoor at Galloway Corp
-
(3,850)
-
(3,356)
Foxmoor at Little Egg Harbor, LLC
-
-
(6,500)
(6,500)
Covered Bridge Sports Plex Corp
-
-
(13,835)
(13,835)
Foxmoor at Newfield, LLC
-
-
(5,500)
(5,500)
VCS Holdings, LLC
-
(3,469)
(57,150)
(57,149)
Net cash flows from investing activities
(292)
2,001
(625,042)
(621,755)
Cash flows from financing activities:
Common stock issued for cash
-
-
507,894
507,894
Issued convertible debenture note payable
-
-
80,000
80,000
Inter-company advances - Due to related parties:
Note payable - VCS Holdings, LLC
-
-
125,000
125,000
General Property Investments, LLC
18,600
3,000
24,200
3,000
Foxmoor at Twin Lakes, Inc.
(2,100)
2,100
-
2,100
Net cash flows from financing activities
16,500
5,100
737,094
717,994
Net change in cash and cash equivalents
(485)
(614)
-
37
Beginning cash and cash equivalents
485
651
-
-
Ending cash and cash equivalents
$
-
$
37
$
-
$
37
Cash expended for interest expense
$
-
$
-
$
6,400
$
6,400
Non-cash property acquistion
$
-
$
-
$
2,000
$
2,000
See the accompanying notes to the financial statements and
the reports of independent certified public accountants.
Dream Homes Limited
(Formerly Foxmoor Holdings Corp)
(A Development Stage Enterprise)
Statements of Cash Flows
Three Months Ended September 30, 2011 and 2010, June 30, 2011 and 2010, and March 31, 2011 and 2010 (unaudited)
Three Months Ended June 30,
September 30,
June 30,
March 31,
2011
2010
2011
2010
2011
2010
Cash flows from operating activities:
Net loss
$
(19,316) $
(9,261) $
(35,087) $
(2,261) $
(7,297) $
(827,293)
Adjustments for non-cash and non-operating items:
Common stock issued for consulting services
-
-
-
-
-
825,000
Gain on forgiveness of related party debt
-
-
-
-
-
-
Loss on write-off of related party note receivable
-
-
-
-
-
-
Interest income
-
(2,500)
-
(2,500)
-
(250)
Interest expense
1,600
1,600
1,600
1,600
1,600
1,600
Depreciation
100
100
100
100
100
100
Rent
3,000
3,000
3,000
3,000
3,000
3,000
Accounts payable
9,360
-
21,255
-
1,792
(500)
Net cash flows from operating activities
(5,256)
(7,061)
(9,132)
(61)
(805)
1,657
Cash flows from investing activities:
Miscellaneous receivables
-
-
-
-
-
4,970
Property held for development
-
-
-
-
-
-
Office equipment
-
-
-
-
(292)
-
Inter-company advances - Due from related parties:
Note receivable - Foxmoor at Absecon, LLC
-
-
-
4,100
-
-
Foxmoor at Hamilton, LLC
-
-
-
-
-
(2,000)
Foxmoor at Galloway Corp
-
-
-
(600)
-
(3,250)
Foxmoor at Little Egg Harbor, LLC
-
-
-
-
-
-
Covered Bridge Sports Plex Corp
-
-
-
-
-
-
Foxmoor at Newfield, LLC
-
-
-
-
-
-
VCS Holdings, LLC
-
-
-
(3,470)
-
-
Net cash flows from investing activities
-
-
-
30
(292)
(280)
Cash flows from financing activities:
Common stock issued for cash
-
-
-
-
-
-
Issued convertible debenture note payable
-
-
-
-
-
-
Inter-company advances - Due to related parties:
Note payable - VCS Holdings, LLC
-
-
-
-
-
-
General Property Investments, LLC
3,000
3,000
13,400
-
700
-
Foxmoor at Twin Lakes, Inc.
-
-
(2,100)
-
-
2,100
Net cash flows from financing activities
3,000
3,000
11,300
-
700
2,100
Net change in cash and cash equivalents
(2,256)
(4,061)
2,168
(31)
(397)
3,477
Beginning cash and cash equivalents
2,256
4,097
88
4,128
485
651
Ending cash and cash equivalents
$
-
$
36
$
2,256
$
4,097
$
88
$
4,128
Cash expended for interest expense
$
-
$
-
$
-
$
-
$
-
$
-
Non-cash property acquistion
$
-
$
-
$
-
$
-
$
-
$
-
See the accompanying notes to the financial statements and
the reports of independent certified public accountants.
DREAM HOMES LIMITED
(Formerly Foxmoor Holdings Corp)
(A Development Stage Enterprise)
Notes to the Financial Statements
Nine Months Ended September 30, 2011 and 2010 (unaudited), and
for the Years Ended December 31, 2010 and 2009, from
Inception (January 29, 2008) through December 31, 2010 and 2009
1. Significant Accounting Policies
Dream Homes Limited (formerlyFoxmoor Holdings Corp), (“Dream Homes”), isa Nevada corporationformed on
January 29, 2008with 105,000,000 shares of capital stock authorized of which 100,000,000 shares are common
stock; $.001 par value, and 5,000,000 shares are preferred stock; $.001 par value.
As of September 30, 2011 and 2010 (unaudited) and December 31, 2010, 2009, and 2008, there were 15,252,010,
15,252,010, 15,252,010, 14,427,010, and 12,759,394 common shares issued and outstanding, respectively.
At no time from inception (January 29, 2008) through September 30,2011 were any preferred shares issued or
outstanding.
The issuance of the common shares resulted in the following cash collections and exchanged for consulting services
or property capitalization as of December 31 (there were no additional changes in capitalization during the nine, six,
or three month periods ended September 30, June 30, or March 31, 2011 and 2010):
2010
2009
2008
Cash collected
$
507,894 $ 507,894
$ 507,894
Exchanged for consulting services or property
2,756,116 1,931,116
263,500
Total
$ 3,264,010 $ 2,439,010
$ 771,394
The issuance of these common shares in exchange for consulting servicesor property resulted in significant non-
cash expenses and losses in determining the results of operations.
Nature of Business
Dream Homes is primarily engaged in speculative home buildingin New Jersey. The principal home building
operations will be centered in the southern part of the State.Dream Homes intends to own and develop land,
primarily in various locations inthe southern part of New Jersey.Dream Homes’ operations will include the
development and sale of residential communities, including construction of semi-custom homes, mid-priced single-
and multi-family homes.
Dream Homes is considered a development stage enterprise as defined in accounting principles generally accepted
in the United States of America withno operating history. Dream Homes is dependent upon the resources of Dream
Homes' management and its ability to raise or borrow additional funds to continue to exist. Dream Homes isin the
process of acquiring properties for development and will require additional funds to complete the process of
building, site development, and implement Dream Homes' marketing program.
Property Acquisitions
As of September 30, 2011 and 2010 ( unauteddi) and December 31, 2010 and 2009, Dream Homes has two
properties under contract with investments in security deposits, site planning, engineering studies, and land tests
53
aggregating $414,765, respectively. Once approvals from the various municipalities have been obtained, the process
of purchasing the properties will be completed. As of September 30, 2011 and 2010 (unaudited) andDecember 31,
2010 and 2009, the aggregate balance due on the properties to complete their purchase approximates $5,400,000.
38 lots - Galloway Township
As of September 30, 2011 and 2010 (unaudited) and December 31, 2010 and 2009, Dream Homes has accumulated
project costs aggregating 154,$ 033. Dream Homes has secured a contract to purchase 38 approved lots in the
Galloway Township. Dream Homes’ interest in this property derives from a contract to purchase and is subject to
obtaining full and complete approvals for a Sewer Extension and Road Improvement with the ability to file a
subdivision map, create individual lots ancodmmence construction of infrastructure. D ream Homes will be
improving the property, constructing homes and selling them. Dream Homes plans to target entry-level as well as
first time-move up buyers, with homes projected to sell within a range of $249,900 to $289,900. Site work was
scheduled to commence in the middle of 2010. The aggregate purchase price for this property is $1,710,000 less a
deposit of $200,000. The seller has agreed to hold a subordinated mortgage of $1,160,000.
Seaview Gardens – Monmouth County – Keansburg Property
As of September 30, 2011 and 2010 (unaudited) and December 31, 2010 and 2009, Dream Homes has accumulated
project costs aggregating $260,732. Dream Homes has contracted for a 48 unit waterfront condo complex, which
includes 10,000 square feet of retail space and is located in Monmouth County. This development is fully improved
and site construction could have started in 2010. The aggregate purchase price is $4,712,000 less a deposit of
$250,000.
Construction Work-In-Progress Inventory
Construction work-in-progress inventory will be stated at the lower of cost or fair value in accordance with
Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of LongLi-ved Assets and
for Long-Lived Assets to be Disposed Of". In addition to direct land acquisition, land development, and home
construction costs, costs will include interest, real estate taxes, and direct overhead costs related to development and
construction, which will be capitalized toinventories during the period beginning with the commencement of
development and ending with the completion of construction.
It takes approximately four to five years to fully develop, sell, and deliver all the homes in one of Dream Homes'
typical communtiei s. Longer or shorter periods are possible depending on the number of home sites in a
community. Dream Homes' master planned communities, consisting of several smaller communities, may take up to
10 years to complete. Since Dream Homes' inventory wbeillconsidered a lon-glived asset under accounting
principles generally accepted in the United States of America, Dream Homes is required to review the carrying
value of each of its communities and write down the value of those communities for which it believes the values are
not recoverable. When the profitability of a current community deteriorates or the sales pace declines significantly
or some other factor indicates a possible impairment in the recoverability of the asset, Dream Homes evaluates the
property in accordance with the guidelines of SFAS No. 121. If this evaluation indicates an impairment loss should
be recognized, Dream Homes will charge cost of sales for the estimated impairment loss in the period determined.
In addition, Dream Homes’ will review all the land held for future communities or future sections of current
communities, whether owned or under contract, to determine whether or not it expects to proceed with the
development of the land, and, if so, whether it will be developed in the manner originally contemplated. Based upon
this review, Dream Homes will decide: (a) as to land that is under a purchase contract but not owned, whether the
contract will be terminated or renegotiated; and (b) as to land Dream Homes owns, whethlerandthecan be
developed as contemplated or in an alternative manner, or should be sold. Dream Homes will then further determine
which costs that have been capitalized are recoverable and which costs should be written off.
Dream Homes will capitalize certain project marketing costs and charge them against income as homes are closed.
As of September 30, 2011 and 2010 (unaudited) andDecember 31, 2010 and 2009 Dream Homes has capitalized an
aggregate of none in such costs.
54
Warranty Costs
Generally, a homebuyer will be provided a limited warranty that is underwritten through a third party warrantor.
This limited warranty will cover defects in materials and workmanship for the first year after closing and defects in
electrical, plumbing, and mechanicalsystems for the first two years after closing. This limited warranty will also
cover major structural defects for up to 10 years after closing.
Dream Homes may have recourse against
subcontractors for claims relating to workmanship and materials. Estimtaed warranty costs will be recorded at the
time of closing.
Advertising Costs
Dream Homes' expenses advertising costs as incurred except as described under construction -wino-rpkrogress
inventory. Advertising costs incurred for the years ended December 31, 2010 and 2009, from inception (January 29,
2008) through December 31, 2010, and from inception (January 29, 2008) through December 31, 2009were none,
none, none, and none, respectively.
Insurance Costs
Dream Homes accrues for the expected costs associated with the deductibles and-insselurfed retentions on its
various insurance policies.
Offering Costs
Offering costs incurred by Dream Homes in connection with the proposed registration statement will be expensed as
incurred.
Net Income (Loss) Per Share
Per share data has been computed and presented pursuant to the provisions of SFAS No. 128, Earnings Per Share.
Net income (loss) per common share- basic is calculated by dividing net income (loss) by the weighted average
number of common shares outstanding during the period.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the amounts reportedand disclosed in the
financial statements and the accompanying notes. Actual results could differ materially from these estimates.
On an ongoing basis, Dream Homes evaluates its estimates, including those related to revenue recognition, accounts
receivable allowance, fair value of investments, fair value of acquired intangible assets and goodwill, useful lives of
intangible assets and property and equipment, deemed value of common stock for the purpose of determining stock-
based compensation, and incometaxes, among others. Dream Homes bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable, the results of which form the basis for making
judgments about the carrying values of assets and liabilities.
Dream Homes’ board of directors determines the fair market value of Dream Homes’ common stock in the absence
of a public market for these shares.
Fair Value of Financial Instruments
The carrying amounts of Dream Homes’ financial instruments, inclinugd cash and cash equivalents, sho-tretrm
investments, accounts receivable, accounts payable, and accrued liabilities, approximate fair value because of their
short maturities.
Going Concern
55
The accompanying financial statements have been preparanedd are presentedin conformity with accounting
principles generally accepted in the United States of America, which contemplate continuation ofDream Homes’ as
a going concern.
Dream Homes’ has incurred net losses of$2,894,785 (inclusive of consultingservices exchanged for common stock
of $2,740,116) from inception (January 29, 2008) throughDecember 31, 2010. Dream Homes’also has aliquidity
deficit as of December 31, 2010 of $104,182 (this excludes amounts due from related parties of $84,986 and due to
related parties of $27,344). There is no assurance thatDream Homes can reverse itscash/accrual basis operating
losses, or that it can raise additional capital to allow it to continue its planned operatioTnhses.e factors raise
substantial doubt about Dream Homes’ ability to continue as a going concern.These financial statements do not
include any adjustments relating to the recoverability of recorded asset amounts that might be necessary because of
the above uncertainty.
Management expects thatDream Homes will continue to experience negative cash flows from operations and net
losses for the foreseeable future or untilDream Homes completes the acquisition of properties and converts them
into profit making inventory. Based upon management's current plans, management believes thaDrt eam Homes’
existing capital resources, and the proceeds of a plannedregistration offering of approximately $5,000,000 will be
sufficient to meet Dream Homes’ operating expenses and capital requirements to obtain profitable operations.
If Dream Homes does not complete its planned registration offering, and if no other sources of additional capital are
viable, management anticipates that it would substantially redDruceeam Homes’ operating expenses to the
minimum required to support the continued development of its current properties held for developmMenrt..
Vincent Simonelli has agreed to provide the additional funds as needed to ensure the continuation oDrf eam Homes
and to provide the real estate development expertise and technical skills needed to complete planned property
acquisitions. There can be no assurance that Mr. Simonelli will be able to complete the property acquisitions in a
timely manner to take advantage of the timing in the market place for planned rpoperty development. There can be
no assurance that Dream Homes' negative cash flow will not necessitate ceasing of operations entirely.
Advances to and from Unconsolidated Related Parties
The trends, uncertainties, andother factors that have negatively impacted thDre eam Homes’ business and the
industry in general have also impacted theadvances to and from unconsolidated related parties.
Dream Homes evaluatesthe recoverability of its advances to unconsolidated related parties using similar
methodology that it will useto evaluate its investments in construction work-in-progress inventories. When markets
deteriorate and it is no longer probable thatDream Homes can recover its advances to these unconsolidated related
parties, Dream Homes write-dsown its advance. I f an unconsolidated related pharatsy its own loans or is
principally a joint venture to hold an option, such impairment may result in the majority or allDorfeam Homes’
investment being impaired. See “Construction Work-in-Process Inventory” above for more detailed disclosure on
Dream Homes’ evaluation of inventory.
Amounts due from unconsolidated related parties as of December 31, 2010, 2009, and 2008 included the following:
2010
2009
2008
Foxmoor @ Absecon
$
-
$ 138,065
$ 130,565
Foxmoor @ Hamilton
2,000
-
-
Foxmoor @ Little Egg Harbor
6,500
6,500
-
Covered Bridge Sports
13,836
13,836
-
Foxmoor @ Newfield
5,500
5,500
-
Mr. Vincent Simonelli
57,150
53,680
51,361
Total
$ 84,986
$ 217,581
$181,826
Amounts due to unconsolidated related parties as of December 31, 2010, 2009, and 2008 included the following:
56
2010
2009
2008
Due to Galloway Corp
$ 19,644 $ 11,494 $ 11,000
General Property Investments
5,600
-
-
Due to VCS, LLC
-
125,000 125,000
Due to Twin Lakes
2,100
-
-
Total
$ 27,344 $136,494 $136,000
The amount due from Foxmoor@ Absecon consisting of a promissory note dated in 2008 of $125,000, and accrued
interest at 8% was determined to be worthless by Dream Homes’ management on December 31, 2010. T he
composition of this loss on the write-off of this related party note receivable consisted of the following:
Principal balance
$ 125,000
Accrued interest:
2008
8,065
2009
10,000
2010
10,000
Total
28,065
Interest payments
11,350
Net write-off
$ 141,715
Concurrently, VCS, LLC forgave the $125,000 used to fund the note receivable from Foxmoor @ Absecon. This
advance from VCS, LLC was non-interest bearing and was due on demand.
In addition, subsequent to theDecember 31, 2010 balance sheet, certain due from and due to related parties balances
were paid off as follows:
Collections from:
Foxmoor @ Hamilton
$ 2,000
Foxmoor @ Newfield
5,500
Foxmoor @ Little Egg Harbor
6,500
Total
14,000
Paid to:
General Property Investments
5,600
Due to Twin Lakes
2,100
Total
7,700
Net increase in cash
$ 6,300
Impacts of Recent accounting pronouncements
New accounting statements issued and adopted byDream Homes include the following:
57
Effective January 1, 2009, Dream Homes adopted SFAS No.157, “Fair Value Measurements” (codified in “ASC
820”), for its non-financial assets and liabilities and for its financial assets and liabilities measured at fair value on a
non-recurring basis. ASC 820 provides a framework for measuring fair value in generally accepted accounting
principles, expands disclosures about fair value measurements, and establishes a fair value hierarchy that requires an
entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair
value. The adoption of ASC 820 forDream Homes’ non-financial assets and liabilities did not have a material
impact on Dream Homes’ financial statements, though it may in the future.
In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity
for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” FSP
No. FAS115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”, and FSP
FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (all codified in ASC
820). Dream Homes adopted the FSPs as of January 2009, which did not have a material impact onDream Homes’
financial statements.
In December 2007, the FASB issued SFAS No.141 (revised 2007), “Business Combinations” (codified in “ASC
805”). ASC 805 modifies the accounting for business combinations and requires, with limited exceptions, the
acquirer in a business combination to recognize 100 percent of the assets acquired, liabilities assumed, and any non-
controlling interest in the acquiredcompany at the acquisition-date fair value. In addition, ASC 805 requires the
expensing of acquisition-related transaction and restructuring costs, and certain contingent assets and liabilities
acquired, as well as contingent consideration,to be recognized at fair value. ASC 805 also modifies the accounting
for certain acquired income tax assets and liabilities. ASC 805 is effective for new acquisitions consummated on or
after January 1, 2009. The adoption of ASC 805 did not have a material impacDt roeanm Homes’ financial
statements.
In December 2007, the FASB also issued SFAS N160,o. “Non-controlling Interests in Consolidated Financial
Statements” (codified in “ASC 810”). ASC 810 requires all entities to report non-controlling (i.e. minority) interests
in subsidiaries as equity in the consolidated financial statements and to account for transactions between an entity
and non-controlling owners as equity transactions if the parent retains its controlling financial interest in the
subsidiary. ASC 810 also requires expanded disclosure that distinguishes between the interests of the controlling
owners and the interests of the non-controlling owners of a subsidiary. ASC 810 was effective forDream Homes’
beginning on January1, 2009. The adoption of ASC 810-10 did not have a material impact oDrn eam Homes’
financial statements.
In March 2008, the FASB issued SFAS No.161, “Disclosures About Derivative Instruments and Hedging Activities
– an amendment of FASB Statement No133”. , (codified in “ASC 815”). ASC 815 e xpands the disclosure
requirements regarding an entity’s derivative instruments and hedging activities. ASC 815 was effective forDream
Homes’ fiscal year beginning January1, 2009. The adoption of ASC 815 did not have a material impact onDream
Homes’ financial statements.
In June 2008, the FASB issued FSP Emerging Issues Task For-c6e-1,03“Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities” as codified in ASC 260, “Earnings per
Share” (“ASC 260”). Under this FSP, unvested share-based payment awards that contain nonf-orfeitable rights to
dividends or dividend equivalents are considered participating securities and, therefore, are included in computing
earnings per share pursuant to thetwo-class method. The two-class method determines earnings per share for each
class of common stock and participating securities according to dividends or dividend equivalents and their
respective participation rights in undistributed earnings.This FSP is effective forDream Homes’ fiscal year
beginning November 1, 2009 and requires retrospective application. The adoption of this FSP it is not expected to
have a material impact on DreamHomes’ reported earnings per share.
In April 2009, the FASB issued FSP No. FAS 107-1 and Accounting Principles Board (“APB”) Opinion No.28-1,
“Interim Disclosures about Fair Value of Financial Instruments” (“FSP107-1”) as codified in ASC 825. FSP 107-1
amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, and APB Opinion No. 28, “Interim
Financial Reporting”, to require disclosures about the fair value of financial instruments during interim reporting
periods. FSP 107-1 is effective for interim and annual periods ending after Ju15,ne 2009. Dream Homes has
58
included the required disclosures in its financial statements for the period ended October31, 2009. The adoption of
FSP 107-1 did not have a material impact on Dream Homes’ financial statements.
In May 2009, the FASB issued SFASNo. 165, “Subsequent Events” as codified in ASC 855, “Subsequent Events”
(“ASC 855”). ASC 855 provides guidance regarding general standards of accounting for, and disclosures of, events
that occur after the date of the balance sheet, but before financial statements are issued or are available to be issued.
ASC 855 sets forth: (i)the period after the date of the balance sheet during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition olorsurdeiscin the financial
statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the
date of the balance sheet in its financial statements, and (iii)the disclosures that an entity should make about events
or transactions that occurred after the date of the balance sheet. ASC 855 was effective for interipemriods ending
after June 15, 2009. The adoption did not have a material impact on Dream Homes’ financial statements.
In June 2009, the FASB issued SFASNo. 166, “Accounting for Transfers of Financial Assets— an amendment of
FASB Statement No.140” (“SFAS 166”). SFAS 166 has not yet been codified. SFAS 166 eliminates the concept
of a qualifying special-purpose entity, creates more stringent conitiod ns for reporting a transfer of a portion of a
financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor’s
interest in transferred financial assets. SFAS 166 is applicable for annual periods beginning after Novembe15,r
2009 and interim periods therein and thereafterSF. AS 166 will be effective foDrr eam Homes’ fiscal year
beginning November 1, 2010. Dream Homes is currently assessing the impact, if any, of SFAS166 on its financial
statements.
In June 2009, the FASB issued SFASNo. 167, “Amendments to FASB Interpretation No.46(R)” (“SFAS 167”).
SFAS 167 has not yet been codified. SFAS 167 eliminates FASB Interpretation 46(R)’s exceptions to consolidating
qualifying special-purpose entities, contains new criteria for determining the primary beneficiary of a variable
interest entity, and increases the frequency of required reassessments to determine whether a company is the primary
beneficiary of a v ariable interest entityS. FAS 167 is effective for annual reporting periods beginning after
November 15, 2009. Earlier application is prohibited. SFAS 167 will be effective forDream Homes’ fiscal year
beginning November 1, 2010. Dream Homes is currently assessing the impact, if any, of SFAS167 on its financial
statements.
In June 2009, the FASB issued SFASNo. 168, “The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles— a replacement of FASB Statement No1.62” (“SFAS 168”), as
codified in ASC 105 “Generally Accepted Accounting Principles” (“ASC 105”), as the single source of authoritative
nongovernmental U.S. GAAP. ASC 105 did not change current U.S.GAAP, but is intended to simplify user access
to all authoritative U.S.GAAP by providing all authoritative literature related to a particular topic in one place. All
existing accounting standard documents were superseded and all other accounting literature not included in the
codification is considered non-authoritative. ASC 105 was effective forDream Homes’ fiscal 2009 annual reporting
period and did not have an impact on Dream Homes’ financial condition or results of operations.
In August 2009, the FASB issued Accounting Standards Update 20No.09-5, “Fair Value Measuremntes and
Disclosures (Topic 820)— Measuring Liabilities at Fair Value,” (“ASU 20-05”9), which amends ASC 820 to
provide additional guidance to clarify the measurement of liabilities at fair value in the absence of observable market
information. ASU 2009-5 is effective forDream Homes beginning November 1, 2009. The adoption of ASU 2009-
5 is not expected to have a material impact oDnream Homes’ financial position, results of operations and cash
flows.
Income Taxes — Valuation Allowance:
Significant judgment is required in estimating valuation allowances for deferred tax assets. In accordance with ASC
740, a valuation allowance is established against a deferred tax asset if, based on the available evidence, it is more
likely than not that such assetwill not be realized. The realization of a deferred tax asset ultimately depends on the
existence of sufficient taxable income in either the carryback or carry forward periods under tax law. Dream Homes
periodically assesses the need for valuation allowances for deferred tax assets based on ASC 740’s “m-loikreely-
than-not” realization threshold criterion. In Dream Homes’ assessment, appropriate consideration is given to all
positive and negative evidence related to the realization of the deferred taxsetsas. This assessment considers,
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among other matters, the nature, frequency, and severity of current and cumulative income and losses, forecasts of
future profitability, the duration of statutory carryback or carry forward periods, its experience with operating loss
and tax credit carry forwards being used before expiration, and tax planning alternatives.
In accordance with ASC 740,Dream Homes assesses whether a valuation allowance should be established based on
its determination of whether it is more likely than not that some or all of the deferred tax assets will not be realized.
Dream Homes’ assessment of the need for a valuation allowance on its deferred tax assets includes assessing the
likely future tax consequences of events that have been recognized in its financial statements or tax returns. Dream
Homes bases its estimate of deferred tax assets and liabilities on current tax laws and rates and, in certain cases, on
business plans and other expectations about future outcomes.Changes in existing tax laws or rates could affect
actual tax results and future business results may affect the amount of deferred tax liabilities or the valuation of
deferred tax assets over time. Dream Homes’ accounting for deferred tax assets represents its best estimate of future
events using the guidance provided by ASC 740.
Due to uncertainties in the estimation process, particularly with respect to changes in facts and circumstances in
future reporting periods (carry-forward period assumptions), it is reasonably possible that actual results could differ
from the estimates used inDream Homes’ historical analyses. Dream Homes’ assumptions require significant
judgment because the residential homebuilding industry is cyclical and is highly sensvitie to changes in economic
conditions. If Dream Homes’ results of operations are less than projected and there is insufficient objectively
verifiable evidence to support the likely realization of its deferred tax assets, a valuation allowance would be
required to reduce or eliminate its deferred tax assets.
2. Income taxes
Dream Homes provides for the tax effects of transactions reported in the financial statements. The provision if any,
consists of taxes currently due plus deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and liabilities, if any, represent the future
tax return consequences of those differences, which will be either taxable or deductible when the assets and
liabilities are recovered or settled. As of January ,321008, Dream Homes had no material current tax liability,
deferred tax assets, or liabilities to impact on Dream Homes' financial position because the deferred tax asset related
to Dream Homes' net operating loss carry forward and was fully offset by a valuation allowance.
As of December 31, 2010, Dream Homes haas net operating loss car-rfyorward for income tax purposes of
approximately $134,000. These carry forward losses are available to offset future taxable income, if any, and expire
in the year 2023. Dream Homes' utilization of this carry forward against future taxable income may become subject
to an annual limitation due to a cumulative change in ownership of Dream Homes of more than 50 percent.
Dream Homes not recognized anyincome tax benefit for the losses generated for the period from inception(January
29, 2008) through December 31, 2010.
SFAS No. 109 requires that a valuation allowance be provided if it is more likely than not that some portion or all of
a deferred tax asset will not be realized. Dream Homes' ability to realize benefit of its deferred tax asset will depend
on the generation of future taxable income. Because Dream Homeshas yet to recognize significant revenue from
the sale of its products, Dream Homes has provided full valuation allowance of approximately $60,000.
3. Issuance of Shares of Common Stock
As of January 31, 2008,Dream Homes has issued an aggregate of 12,000,000 shares of common stock for an
aggregate of $10,000 in cash or $.001 per share and the contribution of office equipment aggregating $2,000 or
$.001 per share to Vincent Simonelli.
As of January 31, 2008, Dream Homes instituted an employee stock grant prograpmermitting Dream Homes to
issue up to 500,000 shares of common stock to employees who have performed special services towards Dream
Homes’ growth and development. These shares are to be issued from time to time as needed and will become fully
paid upon issuance.
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As of April 30, 2008, Dream Homes had sold an aggregate of 497,894 sharesof common stock to approximately 26
individuals for $497,894 or $1.00 per share.
As of December 31, 2008D,ream Homes had issued an aggregate of 261,500 shares of commoonckstto
approximately 22 individuals as consideration for consultingservices for an aggregate consideration of $261,500 or
$1.00 per share.
As of December 31, 2009, Dream Homes has issued an aggregate of 1,667,616 shares of common stock to
approximately to 19 individualsfor an aggregatein consideration of $1,667,616for consulting services valued at
$1.00 per share.
As of March 31, 2010,Dream Homes had issued an aggregate of825,000 shares of common stock in consideration
for consulting services aggregating $825,000 or $1.00 per share.
As of July 29, 2011, Dream Homes had issued 15,252,010 shares of common stock for an aggregate consideration of
$3,264,010, consisting of $507,894 in cash, $2,754,116 in consulting services, and $2,000 in office equipment.
4. Lease and Other Commitments
Dream Homes occupies office space on a month to month basis at Route 9 South, Forked River, New Jersey at
$1,000 per month. Rental expense for the period from inception(January 29, 2008) through January 31, 2008 and
for the years ended December 31, 2010 and 2009 were $11,000, $12,000, and $12,000, respectively.
Dream Homes is currently negotiating with Vincent C. Simonelli to establish an employment contract. No terms of
these negotiations havebeen disclosed.
5. Note Payable, including accrued interest
On May 5, 2008, Dream Homes (then FoxmoorHoldings Corp) issued an 8% Convertible Note due on May 5, 2012
to an unrelated third party. Interest is payable on a quarterly basis in the amount of $1,600.
This obligation is now in default with unpaid accrued interest of $10,668 and $13,867 as of December 31, 2010 and
June 30, 2011, respectively.
The holder is entitled, at its option, at any time within four years of issuance, to convert any or all of the amount
outstanding (including accrued interest) at the rate of $2 per share of common stock.
6. Legal Proceedings
From time to time,Dream Homes may be subject to legal proceedings and claims in the ordinary course of business.
These claims, even if not meritorious, could result in the expenditure of significant financial and managerial
resources. In addition, the result of an unfavorable outcome on certain of these matters could have a material
adverse effect on Dream Homes’ financial position and results of operations.
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5,000,000 SHARES
DREAM HOMES LIMITED
COMMON STOCK
PROSPECTUS
Through and including January __, 2012(the 25th day after the date of this prospectus), all dealers effecting
transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.
This is in addition tothe dealers' obligation to deliver a prospectus when acting as underwriters and with respect to
their unsold allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth expenses in connection with the issuance and distribution of the securities being
registered. All amounts shown are estimated, except the SEC registration fee.
SEC registration fee
$ 600
Legal fees and expenses
$20,000
Accountants' fees and expenses
$45,000
Miscellaneous fees
$10,000
Total
$75,600
Item 14. Indemnification of Directors and Officers
Section 78.751 of Nevada Revised Statutes provides, in effect, that any person made a party to any action byreason
of the fact that he is or was a director, officer, employee or agent of the Company may and, in certain cases, must be
indemnified by Dream Homes Limited against, in the case of a nodenr-ivative action, judgments, fines, amounts
paid in settlement and reasonable expenses (including attorneys’ fees) incurred by him as a result of such action, and
in the case of a derivative action, against expenses (including attorneys’ fees), if in either type of action he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and
in any criminal proceeding in which such person hareasd onable cause to believe his conduct was lawful. This
indemnification does not apply, in a derivative action, to mattersas to which it is adjudged that the director, officer,
employee or agent is liable to the Company, unless upon court order it is determined that, despite such adjudication
of liability, but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnification for
expenses.
As authorized by Section 78.037 of Nevada Revised Statutes, the Company’s Articles of Incorporation eliminate or
limit the personal liability of a director to the Company or to any of its shareholdersmfoonretary damage for a
breach of fiduciary duty as a director, except for:
Acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or
The payment of distributions in violation of Section 78.300 of Nevada Revised Statutes.
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The Company’s Articles of Incorporation provide for indemnification of officers and directors fully permitted by
Nevada law. Such indemnification applies in advance of the final disposition of a proceeding.
At present, there is no pending litigationor proceeding involving any director or officer as to which indemnification
is being sought, nor is the Company aware of any threatened litigation that may result in claims for indemnification
by any director or officer.
Our By-laws, as amended, provideto the fullest extent permitted by Nevada law, our directors or officers shall not
be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty.
The effect of this provision of our B-lyaws, as amended, is to eliminate our right and our shareholders (through
shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach
of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent
behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our
By-laws, as amended, are necessary to attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act” or “Securities Act”) may
be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceablIe.n May 2007, the Company entered into
indemnification agreements with each of the Officers and Directors of the Corporation individually.
Item 15. Recent Sales of Unregistered Securities
The following is a summary of transactions by us within the past three years involving sales of our securities that
were not registered under the Securities Act. Each offer and sale was exempt from registration under either Section
4(2) of the Securities Act or Rule 506 under Regulation D of the Securities Act because (i) the securities were
offered and sold only to accredited investors; (ii) there was no general solicitation or general advertising related to
the offerings; (iii) each investor was given the opportunity to ask questions and receive answers concerning the
terms of and conditions of the offering and to obtain additional information; (iv)the investors represented that they
were acquiring the securities for their own account and for investment; and (v) the securities were issued with
restrictive legends.
As of January 31, 2008,Dream Homes has issued an aggregate of 12,000,000 shares of common stock for an
aggregate of $10,000 in cash or $.001 per share and the contribution of office equipment aggregating $2,000 or
$.001 per share.
As of April 30, 2008, Dream Homes has sold an aggregate of 497,894 shares of common stock for $497,894 or
$1.00 per share.
As of December 31, 2008 D ream Homes has issued an aggregate of 261,500 shares of common stock to
approximately 22 individuals as consideration for real estate consulting fees for an aggregate consideration of
$261,500 or $1.00 per share.
As of January 31, 2008,Dream Homes has instituted an employee stock grant program permittingDream Homes to
issue up to500,000 shares to employees who have performed special services towardsDream Homes' growth and
development. These shares will be issued from time to time as needed and will become fully vested.
As of December 31, 2009, Dream Homes has issued an aggregate of 1,667,616 shares of common stock to
approximately to 19 individuals in consideration of $1,667,616 in consulting services valued at $1.00.
As of September 30, 2010,we issued an aggregate of825,000 shares of common stock in consideration for
consulting fees aggregating $825,000 or $1.00 per share, also under Rule 4(2).
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Item 16. Exhibits and Financial Statement Schedules
The exhibits set forth under the caption “Exhibit Index” below are included in this filing and incorporated by
reference. The financial statement schedules have been omitted because they are not applicable,not required, or the
information is included in the consolidated financial statements or notes thereto.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
1.
To file, during any period in which offers or sales are being made, a pos-etffective amendment to
this registration statement:
i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent pos-teffective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the registration
statement. N otwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commsiison pursuant to Rule424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
iii. To include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement;
2.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering
thereof.
3.
To remove from registration by means of a pos-teffective amendment any of the securities ��being
registered which remain unsold at the termination of the offering.
4.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser,
each prospectus filed pursuant to Rul424(e b) as part of a registration statement relating to an offering,
other than registration statements relying on Ru430Ble
or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first
used after effectiveness. P rovided, however, that no statement made in a registration statement or
prospectus that is part of the registration statetmeorn made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede omr odify
any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
5.
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to
any purchaser in the initial distribution of the securities, in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of
64
the following communications, the undersigned registrant wille ba seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the offering containing miaatler
information about the undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the undersigned registrant to
the purchaser.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted toctdoirrs,e
officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a cl aim for
indemnification against such liabilities (other than a payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling prceedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement
on FormS-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City ofForked River,
State of New Jersey, on January 26, 2012.
Dream Homes, Ltd.
By:
/s/ Vincent Simonelli
Name: Vincent Simonelli
Title: Chief Executive Officer and Principal
Financial Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Dream Homes Ltd., do h ereby constitute and Vappoiincenntt
Simonelli, and each of them individually, our true and lawful attinor-nefacyt- and agent with full power of
substitution and re-substitution, for him and in his name, place and stead, innya and all capacities, to sign any and
all amendments (including pos-teffective amendments) to this Registration Statement, or any related registration
statement that is to be effective upon filing pursuant to Rule462(b) under the Securities Act of 1933,as amended,
and to file the same, with exhibits thereto, and other documents in connection therewith, with the SEC, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on FormS-1 has been signed
below by the following persons in the capacities and on the dates indicated.
Name
Title
Date
Vincent Simonelli
Director, Chief Executive Officer, and Principal Financial Officer
January 26, 2012
Vincent Simonelli
Richard Pezzullo
Director
January 26, 2012
Richard Pezzullo
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EXHIBIT INDEX
The following exhibits are filed as part of this registration statement:
3.1
Certificate of Incorporation filed with State of Nevada, January 30, 2008(1)
3.1.1 Amendment to Articles of Incorporation (Name Change), filed July 30, 2010(1)
3.2
Bylaws(1)
4.1
Form of Corporate Share Certificate – common stock (filed with this Registration Statement)
5.1
Opinion of Legal Counsel, Dieterich & Associates
10.1 Agreement between E.S.K. Builders at Keansburg, L.L.C. and Seaview Gardens at Keansburg, L.L.C., dated
January 2009(1)
10.2 Form of Dream Homes Limited Subscription Agreementas Amended (filed with this Registration Statement)
10.3 Agreement of Sale between Loretta Development, LLC and 2404 LLC, 1401 LLC, Albert Benner and Mark Sykes,
dated April 3, 2006(1)
10.4 Assignment of Contracts and Equitable Interest – Redwood Avenue from Loretta Development, LLC and Foxmoor
Holdings Corp., dated May 5, 2010(1)
10.5 Assignment of Contracts and Equitable Interest – Seaview Gardens from LorettaDevelopment, LLC and Foxmoor
Holdings Corp., dated May 5, 2010(1)
10.6 Amendment to April 3, 2006 Agreement of Sale between Loretta Development, LLC and 2404, LLC, dated
December 31, 2010 (filed with this Registration Statement)
23.1 Consent of LGG & Associates, PC, Independent Certified Public Accounting Firm.
23.2 Consent of Dieterich & Associates (Legal Counsel) (included in Exhibit 5.1)
(1) Filed with the original Registration statement on August 12, 2011