10-Q - DREM - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe Quarterly Period Ended ### June 30, 2023

TRANSITION

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from __________ to __________

Commission

File No. 000-55445

DREAM

HOMES & DEVELOPMENT CORPORATION

(ExactName of Registrant As Specified In Its Charter)

Nevada	20-2208821
(State<br> Or Other Jurisdiction<br><br> <br>Of<br> Incorporation Or Organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

314South Main Street Forked River, New Jersey 08731

(Address of Principal Executive Offices and Zip Code)

609

693 8881

Registrant’s

Telephone Number, Including Area Code:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☒

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The

number of shares outstanding of the registrant’s common stock, as of August 21, 2023 was 40,414,493.

DREAM

HOMES & DEVELOPMENT CORPORATION

TABLE

OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM<br> 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets	F-1
Consolidated Statements of Operations and Comprehensive Income (Loss)	F-2
Consolidated Statements of Changes in Stockholders’ Equity	F-4
Consolidated Statements of Cash Flow	F-5
Notes to Consolidated Financial Statements	F-6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	8
ITEM 4. CONTROLS AND PROCEDURES	8
PART II. OTHER INFORMATION	8
ITEM 1. LEGAL PROCEEDINGS	8
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES AND CONVERTIBLE NOTES	8
ITEM 4. MINE SAFETY DISCLOSURES	8
ITEM 5. OTHER INFORMATION	8
ITEM 6. EXHIBITS	9
SIGNATURES	10

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DREAM

HOMES & DEVELOPMENT CORPORATION

CONSOLIDATED

BALANCE SHEETS

			December 31, <br> 2022
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	17,679		$	525,389
Accounts receivable	127,848			213,008
Prepaid fees-property held for development	398,304			-
Contract assets	111,089			256,558
Total current assets	654,920			994,955
PROPERTY AND EQUIPMENT, net	3,066			6,216
OTHER ASSETS
Security deposit	2,200			2,200
Deposits and costs coincident to acquisition of land for development	7,158,634			6,179,085
Total assets	7,818,820		$	7,182,456
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	945,818		$	644,913
Accrued interest	287,133			227,308
Deposits held	10,000			10,000
Contract liabilities	92,997			256,757
Note payable-line of credit	923,660			908,660
Mortgages payable, current portion	1,388,563			3,113,563
Note payable-bank	369,178			492,500
Notes payable -others	552,833			-
Loans payable-related party	436,820			254,895
Total current liabilities	5,007,002			5,908,596
Long-Term Mortgages payable	2,019,016			635,016
Total liabilities	7,026,018			6,543,612
STOCKHOLDERS’ EQUITY
Preferred stock; 5,000,000 shares authorized, .001 par value, as of June 30, 2023 and December 31, 2022, there are no shares outstanding	-			-
Common stock; 70,000,000 shares authorized, .001 par value, as of June 30, 2023 and December 31, 2022, there are 40,414,493 and 35,824,493 shares outstanding, respectively	40,414			35,824
Additional paid-in capital	2,327,330			2,240,120
Accumulated deficit	(1,574,942	)		(1,637,100	)
Total stockholders’ equity	792,802			638,844
Total liabilities and stockholders’ equity	7,818,820		$	7,182,456

All values are in US Dollars.

The

accompanying notes are an integral part of these financial statements.

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DREAM

HOMES & DEVELOPMENT CORPORATION

CONSOLIDATED

STATEMENTS OF OPERATIONS

For

the three Months Ended June 30, 2023 and 2022 (Unaudited)

			June 30, 2022
	(Unaudited)			(Unaudited)
Revenue:
Construction contracts	706,669		$	1,082,202
Cost of construction contracts	475,304			828,090
Gross profit	231,365			254,112
Operating Expenses:
Selling, general and administrative, including stock based compensation of 91,800 and 0, respectively	242,598			192,071
Depreciation expense	1,575			1,698
Total operating expenses	244,173			193,769
Income (loss) from operations	(12,808	)		60,343
Other income (expenses):
Interest expense	(25,450	)		(31,330	)
Total other income (expenses)	(25,450	)		(31,330	)
Net income (loss) before income taxes	(38,258	)		29,013
Provision for income taxes				-
Net income (loss)	(38,258	)	$	29,013
Basic and diluted income (loss) per common share	(.00	)	$	.00
Weighted average common shares outstanding-basic and diluted	39,190,495			35,824,493

All values are in US Dollars.

The

accompanying notes are an integral part of these financial statement.

| F-2 |

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DREAM

HOMES & DEVELOPMENT CORPORATION

CONSOLIDATED

STATEMENTS OF OPERATIONS

Six

Months Ended June 30, 2023 and 2022 (Unaudited)

			June 30, 2022
	(Unaudited)			(Unaudited)
Revenue:
Construction contracts	1,811,135		$	2,077,407
Cost of construction contracts	1,126,748			1,412,956
Gross profit	684,387			664,451
Operating Expenses:
Selling, general and administrative, including stock based compensation of 91,800 and 0, respectively	538,032			408,093
Depreciation expense	3,150			3,387
Total operating expenses	541,182			411,480
Income from operations	143,205			252,971
Income (loss) from operations	143,205			252,971
Other income (expenses):
Interest expense	(81,047	)		(58,752	)
Total other income (expenses)	(81,047	)		(58,752	)
Net income before income taxes	62,158			194,219
Net income (loss) before income taxes	62,158			194,219
Provision for income taxes				-
Net income	62,158		$	194,219
Net income (loss)	62,158		$	194,219
Basic and diluted income per common share	.00		$	.01
Weighted average common shares outstanding-basic and diluted	37,507,493			35,824,493

All values are in US Dollars.

The

accompanying notes are an integral part of these financial statement.

| F-3 |

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DREAM

HOMES & DEVELOPMENT CORPORATION

CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For

the six months ended June 30, 2023 and 2022

(Unaudited)

	Shares		Amount		Capital		Deficit			Total
	Common stock issued<br> and to be issued				Additional <br> Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total
For the six months ended June 30, 2022:
Balance at December 31, 2021		35,824,493	$	35,824	$	2,240,120	$	(1,791,190	)	$	484,754
Net income for the three months ended March 31, 2022		-		-		-		165,206			165,206
Balance at March 31, 2022		35,824,493	$	35,824	$	2,240,120	$	(1,625,984	)	$	649,960
Net income for the three months ended June 30, 2022		-		-		-		29,013			29,013
Balance at June 30, 2022		35,824,493	$	35,824	$	2,240,120	$	(1,596,971	)	$	678,973
For the six months ended June 30, 2021:
Balance at December 31, 2022		35,824,493	$	35,824	$	2,240,120	$	(1,637,100	)	$	638,844
Net income for the three months ended March 31, 2023		-		-		-		100,416			100,416
Balance at March 31, 2023		35,824,493	$	35,824	$	2,240,120	$	(1,536,684	)	$	739,260
Beginning balance,<br> value		35,824,493	$	35,824	$	2,240,120	$	(1,536,684	)	$	739,260
Issuance of 4,590,000 common shares		4,590,000		4,590		87,210					91,800
Net loss for the three months ended June 30, 2023		-		-		-		(38,258	)		(38,258	)
Net Income (loss)		-		-		-		(38,258	)		(38,258	)
Balance at June 30, 2023		40,414,493	$	40,414	$	2,327,330	$	(1,574,942	)	$	792,802
Ending balance,<br> value		40,414,493	$	40,414	$	2,327,330	$	(1,574,942	)	$	792,802

The

accompanying notes are an integral part of these financial statements.

| F-4 |

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DREAM

HOMES & DEVELOPMENT CORPORATION

CONSOLIDATED

STATEMENTS OF CASH FLOWS

For

the six months ended June 30, 2023 and 2022

(Unaudited)

	June 30, <br> 2023			June 30, <br> 2022
		(Unaudited)			(Unaudited)
OPERATING ACTIVITIES
Net income	$	62,158		$	194,219
Adjustments to reconcile net income to net cash provided (used) in operating activities:
Depreciation expense		3,150			3,387
Stock-based compensation		91,800			-
Changes in operating assets and liabilities:
Accounts receivable		85,160			38,502	)
Employee advances		-			2,705
Prepaid fees-property held for development		(398,304	)		-
Contract assets		145,469			(372,898	)
Accounts payable and accrued liabilities		300,905			120,485
Accrued interest		59,828			53,015
Contract liabilities		(163,760	)		(80,203	)
Net cash (used) provided in operating activities		186,406			(40,788	)
INVESTING ACTIVITIES
Purchase of vehicle		-			(5,790	)
Deposits and costs coincident to acquisition of land for development		(979,549	)		(609,391	)
Net cash used in investing activities		(979,549	)		(615,181	)
FINANCING ACTIVITIES
Proceeds (payments) from notes payable-line of credit		15,000			(18,572	)
Proceeds from mortgages		1,350,000			-
Payments on mortgages		(1,725,000	)		-
Proceeds from notes payable-other		552,833			31,028
Proceeds from note payable-bank		107,175			491,462
Payments on bank notes		(196,500	)		-
Proceeds from loans-related party		181,925			82,456
Net cash provided in financing activities		285,433			586,374
NET (DECREASE) IN CASH		(507,710	)		(69,595	)
CASH BALANCE, BEGINNING OF PERIOD		525,389			191,439
CASH BALANCE, END OF PERIOD	$	17,679		$	121,844
Supplemental Disclosures of Cash Flow Information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-Cash Investing and Financing Activities:
Issuance of 4,590,000 restricted common stock for compensation	$	91,800		$	-

The

accompanying notes are an integral part of these financial statements.

| F-5 |

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DREAM

HOMES & DEVELOPMENT CORPORATION

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

For

the six months ended June 30, 2023 and 2022

(Unaudited)

Note1 - Significant Accounting Policies

Nature of Operations

Dream Homes & Development Corporation is a regional builder and developer of new single-family homes and subdivisions, as well as a market leader in coastal construction, elevation and mitigation. In the ten years that have passed since Superstorm Sandy flooded 40,000 owner-occupied homes, Dream Homes has helped hundreds of homeowners to rebuild or raise their homes to comply with new FEMA requirements.

In addition to the coastal construction market, Dream Homes will continue to pursue opportunities in new single and multi-family home construction, with 4 new developments totaling 267 units in title, or under contract and in development. Dream Homes’ operations will include the development and sale of a variety of residential communities, including construction of semi-custom homes, entry-level and first time move-up single-family and multi-family homes.

A new trend in the real estate market which has experienced significant growth in the last year is the emerging Build To Lease trend. This focus and concentration on building both single and multi-family developments with the intention to lease them immediately upon completion is being made in response to several factors. One factor is the extreme shortage of rental properties on the market, not only for first time homemakers, but for retirees, and young professionals who are unclear as to the intentions of settling in one location. The second factor is the overall lender and funding source preference to lend to Build To Lease developments, as opposed to more traditional Build To Sell developments due to the perception of Build To Lease as a safer investment over the long term. Finally, the extraordinary amount of interest from non-traditional sources such as pension and hedge funds, insurance companies and venture capital firms to purchase completed new For Lease developments at attractive metrics based on capitalization rates has spurred a large growth in this market segment.

The Company has made the decision to change focus in their new home developments to better accommodate this growing trend. Currently all new multi-family developments located in Ocean County, which represent a total count of 155 units, will be changed from Build For Sale to Build for Lease. The Company now intends to hold these properties upon completion and lease-up for an indeterminate period of time, and realize the rental income from ownership. This strategy will become a very significant revenue stream for the Company and will become a third division of the Company, behind custom new homes and renovation/elevation projects.

History

Dream

Homes & Development Corporation was originally incorporated as The Virtual Learning Company, Inc. (“Virtual Learning”) on January 6, 2009 as a Nevada corporation with 75,000,000 shares of capital stock authorized, of which 70,000,000 shares are common shares ($.001 par value), and 5,000,000 shares are preferred shares ($.001 par value).

On March 14, 2017, Virtual Learning changed its name to Dream Homes & Development Corporation (“DHDC”). DHDC maintains a web site at www.dreamhomesltd.com as well as a blog, located at http://blog.dreamhomesltd.com.

Principlesof Consolidation

The consolidated financial statements include the accounts of DHDC and its wholly owned subsidiaries (collectively, the “Company”). All intercompany balances and transactions have been eliminated in consolidation.

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Propertyand Equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method over an estimated useful life of five years. Repairs and maintenance costs are expensed as incurred, and renewals and betterments are capitalized.

Useof Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates.

FairValue of Financial Instruments

Fair value is defined as the price that we would receive to sell an asset or pay to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. In determining fair value, GAAP establishes a three-level hierarchy used in measuring fair value, as follows:

● Level 1 inputs are quoted prices available for identical assets and liabilities in active markets.

● Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data.

● Level 3 inputs are less observable and reflect our own assumptions.

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and loans payable to related parties. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and loans payable to related parties approximates fair value because of their short maturities.

ConstructionContracts

Revenue recognition:

The Company recognizes construction contract revenue using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. Cost of revenue includes an allocation of depreciation, amortization and general overhead cost. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined.

The Company generally provides limited warranties for work performed under its construction contracts with periods typically extending for a limited duration following substantial completion of the Company’s work on a project.

The Company classifies construction-related receivables and payables that may be settled in periods exceeding one year from the balance sheet date, if any, as current assets and liabilities consistent with the length of time of its project operating cycle. For example:

●	Costs<br> and estimated earnings in excess of billings represent the excess of contract costs and profits (or contract revenue) over the amount<br> of contract billings to date and are classified as a current asset.
●	Billings<br> in excess of costs and estimated earnings represent the excess of contract billings to date over the amount of contract costs and<br> profits (or contract revenue) recognized to date and are classified as a current liability.

| F-7 |

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Costs and estimated earnings in excess of billings result when either: 1) costs are incurred related to certain claims and unapproved change orders, or 2) the appropriate contract revenue amount has been recognized in accordance with the percentage-of-completion accounting method, but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract. Claims occur when there is a dispute regarding both a change in the scope of work and the price associated with that change. Unapproved change orders occur when there is a dispute regarding only the price associated with a change in scope of work. For both claims and unapproved change orders, the Company recognizes revenue, but not profit, when it is determined that recovery of incurred cost is probable and the amounts can be reliably estimated.

Change in Estimates:

The Company’s estimates of contract revenue and cost are highly detailed and many factors change during a contract performance period that result in a change to contract profitability. These factors include, but are not limited to, differing site conditions: availability of skilled contract labor: performance of major material suppliers and subcontractors: on-going subcontractor negotiations and buyout provisions: unusual weather conditions: changes in the timing of scheduled work: change orders: accuracy of the original bid estimate: changes in estimated labor productivity and costs based on experience to date: achievement of incentive-based income targets: and the expected, or actual, resolution terms for claims. The factors that cause changes in estimates vary depending on the maturation of the project within its lifecycle. For example, in the ramp-up phase, these factors typically consist of revisions in anticipated project costs and during the peak and close-out phases, these factors include the impact of change orders and claims as well as additional revisions in remaining anticipated project costs. Generally, if the contract is at an early stage of completion, the current period impact is smaller than if the same change in estimate is made to the contract at a later stage of completion. Management focuses on evaluating the performance of contracts individually and uses the cumulative catch-up method to account for revisions in estimates. Material changes in estimates are disclosed in the notes to the consolidated financial statements.

IncomeTaxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the provision for income tax in the statements of operations. The Company evaluates the probability of realizing the future benefits of its deferred tax assets and provides a valuation allowance when realization of the assets is not reasonably assured.

The Company recognizes in its financial statements the impact of tax positions that meet a “more likely than not” threshold, based on the technical merits of the position. The tax benefits recognized from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

NetIncome (Loss) Per Common Share

Basic net income (basic net loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

| F-8 |

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Diluted net income (loss) per common share is computed using the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period.

RecentAccounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification “ASC” Topic 606). The purpose of this ASU is to converge revenue recognition requirements per GAAP and International Financial Reporting Standards (“IFRS”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this ASU were originally effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption not permitted by the FASB; however, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date after public comment respondents supported a proposal to delay the effective date of this ASU to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We adopted this ASU on January 1, 2018 and adoption of this ASU did not have a material impact on our financial position, results of operations and cash flows.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, “Topic 842”), which provides guidance for accounting for leases. Topic 842 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight line basis over the term of the lease. We adopted this ASU on January 1, 2019 and adoption of this ASU did not have a material impact on our financial position, results of operations and cash flows.

Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

2- Property and Equipment

Property and equipment is summarized as follows:

Schedule of Property and Equipment

	June 30, 2023			December 31, 2022
Office equipment	$	5,115		$	5,115
Vehicles		60,772			60,772
Less: Accumulated depreciation		(62,821	)		(59,671	)
Property and Equipment- net	$	3,066		$	6,216

Depreciation

expense for the six months ended June 30, 2023 and 2022 was $3,150 and $3,387, respectively.

| F-9 |

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3-Deposits and Costs Coincident to Acquisition of Land for Development

Deposits and costs coincident to acquisition of land for development are summarized as follows:

Schedule of Deposits and Costs Coincident to Acquisition of Land for Development

	June 30, 2023		December 31, 2022
Lacey Township, New Jersey, Pines property:
Cost to acquire property		1,692,178		1,692,178
Site engineering, permits, and other costs		809,245		809,245
Total Pines property		2,501,423		2,501,423
Other deposits:
Louis Avenue, Bayville, New Jersey-17 units		619,264		619,264
Berkeley Terrace – Bayville, New Jersey 70 units		3,486,539		2,506,990
Autumn Run – Clayton – New Jersey – 62 units		411,523		411,523
Other		139,885		139,885
Total other deposits		4,657,211		3,677,662
Total	$	7,158,634	$	6,179,085

Propertiescurrently owned and in the development stage

Berkeley Terrace – Bayville, NJ – 70 approved townhome units

The Company is in title to this property and recently finalized an infrastructure and construction finance facility.

This

funding package closed on 3/31/23, and included refinancing of the land debt, and the placement of a funding facility for site construction, and funding vertical construction of the first building of 10 townhomes. The amount of the facility is $4,670,000.

The Company will begin heavy infrastructure work on the property in May of 2023, with land clearing completed and the site stabilized for soils erosion control.

The vertical construction of Building 1 will begin in August of 2023.

Lacey Township, New Jersey, “Dream Homes at the Pines”

Dream Homes currently owns a parcel approved for 68 new townhomes in Ocean County NJ, of which 54 are market rate and 14 are affordable housing. The acquisition was made in June of 2021. This property has received final approvals, Department of Transportation approval, CAFRA approval, MUA, County, Fire and other outside agency approvals. This development is scheduled to begin construction in late 2023 or early 2024.

The Company acquired this property on June 29, 2021 and is currently in title.

Preliminary approval was granted in 2021 and Final approval was granted in fall of 2022.

The Company is actively seeking loans with funding sources to finalize infrastructure and vertical construction for this project.

Louis Avenue – Bayville, NJ – In title

The Company was heard before the Berkeley Township Planning Board on October 3, 2020 and the planning board awarded preliminary approvals for 17 townhome units.

| F-10 |

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The Company acquired this property on August 4, 2021.

The Company received Final approvals on August 8, 2021.

PropertiesUnder Contract to Purchase and in the Approval Stage

Autumn Run – Gloucester County

On December 7, 2018, the Company signed a contract to purchase a property in Gloucester County, NJ, which will be approved for +/- 63 units of age-restricted manufactured housing. The property is currently in the approval stage. An application was made to the DEP for a wetlands letter of interpretation, which was approved as proposed. Further action before the planning board is pending due to delays caused by township closures due to Covid-19. The Company had a virtual workshop meeting on September 15, 2020 and an additional virtual meeting was conducted on November 17, 2020.

The application for a use variance was heard on May 24, 2021 and the variance was approved.

The Company applied for preliminary and final site plan approval and was heard at the April 2023 planning board meeting. Preliminary approval was granted, and the Company will submit for finals in the 3^rd^ quarter of 2023.

Mortgageson Properties Held for Development:

Schedule Mortgages on Properties Held for Development

	June 30, 2023			December 31, 2022
Edisto Loan Fund, LLC	$	1,388,563		$	1,388,563
Lynx Asset Services, LLC		-			1,725,000
Anchor Loans, LP		1,350,000			-
AC Development, LLC		345,479			311,479
AVB Development		323,537			323,537
Total mortgages payable		3,407,579			3,748,579
Less current portion		(1,388,563	)		(3,113,563	)
Long-term portion	$	2,019,016		$	635,016

4-NotesPayable-Others/Loans Payable to Related Parties

Loanspayable to related parties is summarized as follows:

Schedule of Loans Payable to Related Parties

	June 30, 2023		December 31, 2022
Loan payable-Rich Pezzullo	$	24,000	$	-
Loan payable-Dream Homes, LTD		143,000		-
Loans payable to GPIL		269,820		254,895
Total	$	436,820	$	254,895

Advances

from the loans bear interest at a rate of 12%, with interest being payable on demand. Accrued interest as of June 30, 2023 and December 31, 2022 aggregate $ 54,050 and $ 37,250, respectively.

Notespayable-others is summarized as follows:

Schedule of Notes Payable - Others

	June 30, 2023		December 31, 2022
Note payable-Chipman Trust	$	197,500	$	-
Note payable-MV Development LLC		200,000		-
Note payable-Channel Partners		155,333		-
Total	$	552,833	$	-

The notes have interest ranging from 12% to 15% payable on demand. All notes are secured by real estate.

| F-11 |

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5- Common Stock Issuances

On

February 11, 2021, the Company issued 2,830,000 restricted shares for compensation valued at $ 113,200.

On

July 13, 2021, the Company issued 28,000 restricted shares for legal services valued at $ 14,000.

On

October 22, 2021, the Company issued 500,000 restricted shares for compensation valued at $ 21,000.

On

October 28, 2021, the Company issued 550.000 restricted shares for compensation valued at $ 22,600.

On

April 24, 2023, the Company issued 4,590,000 restricted common shares for compensation valued at $ 91,800.

6– Income Taxes

As a result of the Tax Cuts and Jobs Act (Tax Legislation) enacted on December 22, 2017, the United States corporate income tax rate is 21% effective January 1, 2018.

As of June 30, 2023 the Company has available for federal and state income tax purposes a net operating loss carry forward that may be used to offset future taxable income.

7-Commitments and Contingencies

Construction Contracts

As

of June 30, 2023, the Company was committed under 17 construction contracts outstanding with homeowners and investors with contract prices totaling $ 6,024,890, which are being fulfilled in the ordinary course of business. None of these construction projects are expected to take over one year to complete from commencement of construction. The Company has no significant commitments with material suppliers or subcontractors that involve any sums of substance or of long-term duration at the date of issuance of these financial statements.

Employment Agreements

The Company currently has no outstanding employment agreements.

Lease Agreements

The

Company has occupied office space located in Forked River, New Jersey. Commencing April 2017, the Company originally paid monthly rent of $2,000 for this office space. This amount was subsequently increased to $2,500 per month.

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Line of Credit

On

September 15, 2016, DHDC established a $500,000 line of credit with General Development Corp., a non-bank lender. On September 15, 2021, DHDC increased the existing line of credit from $500,000 to $1,000,000. Advances under the line bear interest at a rate of 12%, with interest being payable on demand. The outstanding principal is due and payable in 60 months. The line is secured by the personal guarantee of the Company’s Chief Executive Officer. The agreement to fund automatically renews on a yearly basis as long as interest payments are current or as agreed. To date, the Company has received several advances under the line of credit. As of June 30, 2023 and December 31, 2022, the outstanding principal balance was $923,660 and $908,660, respectively.

8.Related Party Transactions

Dream Homes Ltd. Allocated payroll

The

Company uses the services of Dream Homes Ltd. (DHL) personnel for its operations. For the six months ended June 30, 2023 and 2022, the Company’s estimated share of DHL’s gross payroll and payroll taxes include $186,249 and $170,094, respectively.

9- Stock Warrants

The Company has no outstanding warrants.

10– Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were available to be issued. The Company has no subsequent events that required disclosure.

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ITEM2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q and other written reports and oral statements made from time to time by the Company may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. One can identify these forward-looking statements by their use of words such as “expect,” “plan,” “will,” “may,” “anticipate,” “believe,” “estimate,” “should,” “intend,” “forecast,” “project” the negative or plural of these words, and other comparable terminology. One can identify them by the fact that they do not relate strictly to historical or current facts. statements are likely to address the Company’s growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from the Company’s forward-looking statements. These factors include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. The Company does not assume the obligation to update any forward-looking statement. One should carefully evaluate such statements in light of factors described in the Company’s filings with the SEC, especially the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. In various filings the Company has identified important factors that could cause actual results to differ from expected or historic results. One should understand that it is not possible to predict or identify all such factors. Consequently, the reader should not consider any such list to be a complete list of all potential risks or uncertainties.

Useof Terms

The following discussion analyzes our financial condition and results of operations for the three months ended June 30, 2023 and 2022. Unless the context indicates or suggests otherwise, reference to “we”, “our”, “us” and the “Company” in this section refers to the operations of Dream Homes & Development Corporation (DHDC),

PLAN

OF OPERATION

Overview

Building on a history of over 1,700 new homes built and over 400 elevation/renovation/addition projects since 1993, the management of Dream Homes & Development Corporation has positioned the company to emerge as a rapidly growing regional developer of new single-family subdivisions as well as a leader in coastal new home and modular construction, elevation and mitigation. Since Superstorm Sandy flooded 40,000 owner-occupied homes, Dream Homes has helped hundreds of homeowners to build new homes or raise their homes to comply with new FEMA requirements. While other companies involved with coastal construction in Flood Hazard Areas, Dream Homes has excelled. As many of our competitors have failed, Dream Homes has developed a reputation as the region’s most trusted builder and has even become known as the “rescue builder” for homeowners whose projects have been abandoned by others. Due to the damage caused by the storm, as well as the material changes in the FEMA flood maps which now require over 40,000 homeowners along the New Jersey coastline to elevate their homes, Dream Homes has capitalized on this opportunity for continued revenue growth.

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The Company has made the decision to change focus in their new home developments to better accommodate this growing trend. Currently all new multi-family developments located in Ocean County, which represent a total count of 155 units, will be changed from Build For Sale to Build for Lease. The Company intends to hold these properties upon completion and lease-up for an indeterminate period of time, and realize the rental income from ownership. This strategy will become a very significant revenue stream for the Company and will become a third division of the Company, behind custom new homes and renovation/elevation projects.

Management recognized that the effects of Super Storm Sandy, which occurred on 10/29/12, would continue to cause a steady demand for construction services. Due to the damage caused by the storm, as well as the material changes in the FEMA flood maps which now require over 40,000 homeowners along the New Jersey coastline to elevate their homes, management feels that a continued focus on this portion of the market will continue to provide a stable revenue stream for the company.

Dream Homes and Development Corporation, through its subsidiaries and affiliate companies, continues to pursue opportunities in the real estate field, specifically in new home construction, home elevations and renovations. The amount of these projects currently under contract as of June 30, 2023 is $ 6,024,890.

In addition to the above projects, which are in process, the Company has also estimated an additional $6,500,000 worth of residential construction projects and added over 200 active prospects to its data base. All these prospects are prime candidates for educational videos and short books on specific construction and rebuilding topics, as well as candidates for rebuilding projects.

In addition to the projects which the Company currently has under contract for elevation, renovation, new construction and development, there are a number of parcels of land which the Company has the ability to secure, whether through land contract or other types of options. These parcels represent additional opportunities for development and construction potential.

PropertiesCurrently Owned

The Company is in title to this property and finalized an infrastructure and construction finance facility.

The funding package closed on 3/31/23, and included refinancing the land debt, and placing a funding facility for a large portion of the site construction, as well as funding the first building of 10 townhomes. The amount of the facility is $4,670,000.

The Company began infrastructure work on the property in June of 2023, with land clearing completed and the site stabilized for soils erosion control. Sanitary sewer, water and drainage has been installed in Phase 1.

The first 2 building pads have been compacted and completed.

The vertical construction of Building 1 will begin in October of 2023.

Lacey Township, New Jersey, “Dream Homes at the Pines”

The Company acquired this property on June 29, 2021 and is currently in title.

Preliminary approval was granted in 2021 and Final approval was granted in fall of 2022.

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It is anticipated that costs for the balance of the development approvals will be approximately +/- $20,000.

The Company is actively seeking loans with funding sources to finalize infrastructure and vertical construction for this project.

Louis Avenue – Bayville, NJ – In title

The Company was heard before the Berkeley Township Planning Board on October 3, 2020 and the planning board awarded preliminary approvals for 17 townhome units.

The Company acquired this property on August 4, 2021.

The Company received Final approvals on August 8, 2021.

PropertiesUnder Contract to Purchase and in the Approval Stage

Autumn Run – Gloucester County

On December 7, 2018, the Company signed a contract to purchase a property in Gloucester County, NJ, which has been approved for 62 units of age-restricted manufactured housing. The property is currently in the final approval stage. An application was made to the DEP for a wetlands letter of interpretation, which was approved as proposed. Further action before the planning board is pending due to delays caused by township closures due to Covid-19. The Company had a virtual workshop meeting on September 15, 2020 and an additional virtual meeting was conducted on November 17, 2020.

The application for a use variance was heard on May 24, 2021 and the variance was approved.

These new developments which the Company owns as well as the one that is in development represent over $70 million in value in new construction. This work will occur over the next 3-4 years and is in addition to the custom spot lot & elevation/renovation division of the business. Management is very positive about these new developments, as well as the cutting-edge construction technologies being employed to create healthier, safer, more energy efficient homes.

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Dream Homes has experienced solid growth in both the new home and elevation divisions, as well as strong additions to our personnel infrastructure, which are just now beginning to bear fruit. Our new Modular Home Showroom in Little Egg Harbor has also led to an increase in modular traffic and sales, as well as facilitated and increased client selections throughout our entire region.

The Company was awarded the Ocean County Best of the Best Awards for 2017, 2018, 2019 & 2020 in two categories (Best Custom Modular Builder and Best Home Improvement Contractor), which has caused significant new awareness and interest from the public. This has led to more showroom traffic, completed estimates and signed contracts. Referrals about Dream Homes are also being generated from many industry professionals, such as architects, engineers and attorneys, who’ve either had clients with abandoned projects or simply want to retain Dream due to superior performance and reliability.

The phrase ‘The Region’s Most Trusted Builder’ accurately describes the company and is becoming increasingly well known to homeowners in need of new homes, elevation & renovation work. The management team has never failed to complete a project in over 28 years in the industry.

The Company’s business model over the last year has been focused on increasing the new home and new development portion of our business, until it represents 50% - 70% of our entire revenue stream, from the current level of 20%. New home development has a much greater scalability and growth potential than elevation/renovation work. Though the Company has enjoyed steady growth in the renovation/elevation portion of the company the new homes division continues to represent a greater percentage of total revenue.

Management hopes for steady growth in all segments of the company, since the rebuilding process will occur over the next 15-20 years. The combined total number of homes affected by Storm Sandy that will need to be raised or demolished and rebuilt is in excess of 30,000 homes, of which less than 10,000 have been rebuilt. This remaining combined market for new construction and elevation projects in the Company’s market area is estimated to be in the range of $3.4 billion dollars. The company anticipates being able to efficiently address 5% - 10% of this market. Dream Homes’ potential operations include the development and sale of a variety of residential communities, including construction of semi-custom homes, entry-level and first time move-up single-family and multi-family homes.

Due to the opportunities afforded by the market conditions, Dream Homes and Development Corporation will continue to pursue opportunities in the construction and real estate field, specifically in new home construction, home elevations and renovations.

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RESULTS

OF OPERATIONS – DREAM HOMES & DEVELOPMENT CORPORATION

The summary below should be referenced in connection with a review of the following discussion of our results of operations for the six months ended June 30, 2023 and 2022.

STATEMENTS

OF OPERATIONS

For

the six months ended June 30, 2023 and 2022

(Unaudited)

	June<br> 30, 2023			June<br> 30, 2022
		(Unaudited)			(Unaudited)
Revenue:
Construction<br> contracts	$	1,811,135		$	2,077,407
Cost<br> of construction contracts		1,126,748			1,412,956
Gross<br> profit		684,387			664,451
Operating<br> Expenses:
Selling,<br> general and administrative		538,032			408,093
Depreciation<br> expense		3,150			3.387
Total<br> operating expenses		541,182			411,480
Income<br> from operations		143,205			252,971
Other<br> income (expenses):
Interest<br> expense		(81,047	)		(58,752	)
Total<br> other income (expenses)		(81,047	)		(58,752
Net<br> income before income taxes		62,158			194,219
Provision<br> for income taxes					-
Net<br> income	$	62,158		$	194,219

Revenues

For the six months ended June 30, 2023 and 2022, revenues were $1,811,135 and $2,077,4047, respectively.

The decrease was due from new contracts delayed until the third quarter 2023.

Costof Sales

For the six months ended June 30, 2023 and 2022, cost of construction contracts were $1,126,748 and $1,412,956, respectively.

OperatingExpenses

Operating expenses increased $129,702 from $411,480 in 2022 to $541,182 in 2023. This increase is mainly due from stock-based compensation in the amount of $91,800.

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Liquidityand Capital Resources

As of June 30, 2023 and December 31, 2022, our cash balance was $17,679 and $525,389, respectively, total assets were $7,818,820 and $7,182,456, respectively, and total current liabilities amounted to $7,026,018 and $6,543,612, respectively, including loans payable to related parties of $436,820 and $254,895, respectively. As of June 30, 2023 and December 31, 2022, the total stockholders’ equity was $739,260 and $638,844, respectively. We may seek additional capital to fund potential costs associated with expansion and/or acquisitions.

Inflation

The impact of inflation on the costs of our company, and the ability to pass on cost increases to its subscribers over time is dependent upon market conditions. We are not aware of any inflationary pressures that have had any significant impact on our operations since inception, and we do not anticipate that inflationary factors will have a significant impact on future operations.

OFF-BALANCE

SHEET ARRANGEMENTS

We do not maintain off-balance sheet arrangements nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.

Item3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item4. Controls and Procedures.

DisclosureControls and Procedures

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this Form 10-Q, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s President concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s President, as appropriate, to allow timely decisions regarding required disclosure.

PART

II - OTHER INFORMATION

Item1. Legal Proceedings.

None.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item3. Defaults upon Senior Securities.

None.

Item4. Mine Safety Disclosure

Not Applicable.

Item5. Other Information.

None.

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Item6. Exhibits.

Thefollowing exhibits are included with this filing:

3.1* Articles of Incorporation (Form S-1 Registration No. 333-174674 filed June 2, 2011).

3.2* By-laws (Form S-1 Registration No. 333-174674 filed June 2, 2011).

4.1* Specimen Stock Certificate (Form S-1 Registration No. 333-174674 filed June 2, 2011).

10.1* Intellectual Property Purchase Agefreement (Form S-1 Registration No. 333-174674 filed June 2, 2011).

10.2* Consulting Agreement with William Kazmierczak 5-22-2010 (Form S-1 Registration No. 333-174674 filed June 2, 2011).

31 Sarbanes-Oxley Section 302 certification by Vincent Simonelli

32 Sarbanes-Oxley Section 906 certification by Vincent Simonelli

* Previously filed and Incorporated by reference.

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SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned; duly authorized.

Date:	Dream Homes & Development Corporation
August<br> 18, 2023
	By:	/s/ Vincent Simonelli
		Vincent<br> Simonelli
		Chief<br> Executive Officer and Chief Financial Officer

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EXHIBIT31

CERTIFICATIONS

I, Vincent C. Simonelli, certify that:

1. I have reviewed this quarterly report of Dream Homes & Development Corporation.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as 4efined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date:<br> August 18, 2023
/s/ Vincent C. Simonelli
CEO<br> and CFO

EXHIBIT32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Dream Homes & Development Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2023 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Vincent C. Simonelli, CEO and CFO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Vincent C. Simonelli
CEO<br> and CFO

Dated: August 18, 2023

A signed original of this written statement required by Section 906 has been provided to Dream Homes & Development Corporation and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.