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 ### March 31, 2022

☐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 May 20, 2022 was 35,824,493

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-3
Consolidated Statements of Cash Flow	F-4
Notes to Consolidated Financial Statements	F-5
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

	March 31, <br> 2022			December 31, <br> 2021
			December 31, <br> 2021

ASSETS
CURRENT ASSETS
Cash	127,493		$	191,439
Accounts receivable, net of allowance for doubtful accounts (29,838)	241,504			357,411
Employee advances	-			2,705
Contract assets	332,394			258,645
Total current assets	701,391			810,200
PROPERTY AND EQUIPMENT, net	15,611			17,300
OTHER ASSETS
Accounts receivable, net of allowance for doubtful accounts (43,000)	32,000			32,000
Security deposit	2,200			2,200
Deposits and costs coincident to acquisition of land for development	7,800,278			7,269,054
Total assets	8,551,480		$	8,130,754
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	395,103		$	342,688
Accrued interest	145,758			120,073
Deposits held	16,001			16,001
Contract liabilities	174,162			413,541
Note payable-line of credit	913,160			925,160
Mortgages payable, current portion	2,969,535			2,969,535
Note payable-bank	556,307			158,536
Loans payable-related party	280,395			192,439
Total current liabilities	5,450,421			5,138,000
Long-Term Mortgages payable	2,451,099			2,508,000
Total liabilities	7,901,520			7,646,000
STOCKHOLDERS’ EQUITY
Preferred stock; 5,000,000 shares authorized, .001 par value, as of March 31, 2022 and December 31, 2021, there are no shares outstanding	-			-
Common stock; 70,000,000 shares authorized, .001 par value, as of March 31, 2022 and December 31, 2021, there are 35,824,493 shares outstanding, respectively	35,824			35,824
Additional paid-in capital	2,240,120			2,240,120
Accumulated deficit	(1,625,984	)		(1,791,190	)
Total stockholders’ equity	649,960			484,754
Total liabilities and stockholders’ equity	8,551,480		$	8,130,754

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 March 31, 2022 and 2021 (Unaudited)

			March 31, <br><br>2021
			(Unaudited)
Revenue:
Construction contracts	995,205		$	679,147
Cost of construction contracts	584,866			514,490
Gross profit	410,339			164,657
Operating Expenses:
Selling, general and administrative, including stock based compensation of 0 and 113,200, respectively	216,022			271,929
Depreciation expense	1,689			1,689
Total operating expenses	217,711			273,618
Income (loss) from operations	192,628			(108,961	)
Other income (expenses):
Interest expense	(27,422	)		(9,335	)
Total other income (expenses)	(27,422	)		(9,335	)
Net income (loss) before income taxes	165,206			(118,296	)
Provision for income taxes				-
Net income (loss)	165,206		$	(118,296	)
Basic and diluted income per common share	.00		$	(.00	)
Weighted average common shares outstanding-basic and diluted	35,824,493			33,180,430

All values are in US Dollars.

The

accompanying notes are an integral part of these financial statement.

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DREAM

HOMES & DEVELOPMENT CORPORATION

CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For

the three months ended March 31, 2022 and 2021

(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 three months ended March 31, 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 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
For the three months ended March 31, 2021:
---	---	---	---	---	---	---	---	---	---	---	---
Balance at December 31, 2020	31,664,493	$	31,664	$	2,073,480	$	(1,600,230	)	$	504,914
Issuance of 2,830,000 restricted common shares for stock-based compensation at $.04 per share	2,830,000		2,830		110,370					113,200
Net loss for the three months ended March 31, 2021	-		-		-		(118,296	)		(118,296	)
Balance at March 31, 2021	34,494,493	$	34,494	$	2,183,850	$	(1,718,526	)	$	499,818

The

accompanying notes are an integral part of these financial statements.

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DREAM

HOMES & DEVELOPMENT CORPORATION

CONSOLIDATED

STATEMENTS OF CASH FLOWS

For

the three months ended March 31, 2022 and 2021

(Unaudited)

		March 31, <br> 2022			March 31, <br> 2021
	March 31, <br> 2022			March 31, <br> 2021
	(Unaudited)			(Unaudited)
OPERATING ACTIVITIES
Net income (loss)	$	165,206		$	(118,296	)
Adjustments to reconcile net loss to net cash provided (used) in operating activities:
Depreciation expense		1,689			1,689
Sale of property held for development		-			130,014
Stock-based compensation		-			113,200
Changes in operating assets and liabilities:
Accounts receivable		115,907			(40,572	)
Employee advances		2,705			-
Mortgage receivable		-			(25,000	)
Loan receivable, related party		-			14,499
Contract assets		(73,749	)		(26,573	)
Accounts payable and accrued liabilities		52,415			(93,983	)
Accrued interest		25,685			9,335
Contract liabilities		(239,379	)		108,350
Net cash provided in operating activities		50,479			72,683
INVESTING ACTIVITIES
Deposits and costs coincident to acquisition of land for development		(531,224	)		-
Net cash used in investing activities		(531,224	)		-
FINANCING ACTIVITIES
Proceeds (payments) from notes payable-line of credit		(12,000	)		122,000
Proceeds from loans payable-other, net		31,028			100,000
Proceeds from banks, net		397,771			-
Net cash provided in financing activities		416,799			222,000
NET INCREASE (DECREASE) IN CASH		(63,946	)		294,683
CASH BALANCE, BEGINNING OF PERIOD		191,439			55,519
CASH BALANCE, END OF PERIOD	$	127,493		$	350,202
Supplemental Disclosures of Cash Flow Information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-Cash Investing and Financing Activities:
Issuance of 2,830,000 restricted common stock for compensation	$	-		$	113,200

The

accompanying notes are an integral part of these financial statements

| F-4 |

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DREAM

HOMES & DEVELOPMENT CORPORATION

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

For

the three months ended March 31, 2022 and 2021

(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.

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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.

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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.

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

	March 31, <br><br>2022			December 31,<br><br> 2021
Office equipment	$	5,115		$	5,115
Vehicles/Modular homes		58,065			58,065
Less: Accumulated depreciation		(47,569	)		(45,880	)
Property and Equipment- net	$	15,611		$	17,300

Depreciation

expense for the three months ended March 31, 2022 and 2021 was $1,689, respectively.

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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

	March 31, <br><br>2022		December 31, <br><br>2021
Lacey Township, New Jersey, Pines contract:
Cost to acquire property		1,115,577		1,115,577
Site engineering, permits, and other costs		597,722		364,066
Deposit
Total Pines contract		1,713,299		1,479,643
Berkeley Township, New Jersey, Tallwoods contract:
Deposit		10,000		10,000
Site engineering, permits, and other costs		90,146		90,146
Total Tallwoods contract		100,146		100,146
Other Deposits and Costs Coincident to Acquisition of Land:
Clayton, New Jersey - 112 apartments		2,401,038		2,457,085
Louis Avenue, Bayville, New Jersey-17 units		493,701		408,271
Berkeley Terrace – Bayville, New Jersey 70 units		2,450,944		2,506,990
Station Dr – Forked River, New Jersey		99,032		99,032
201 East Ave – Clayton, New Jersey – 63 units		112,491		148,624
Gowdy Ave-Land		429,627		69,263
Total other deposits		6,212,833		5,689,265
Total	$	7,800,278	$	7,269,054

Propertiescurrently owned and in the development stage

Berkeley Terrace – Bayville, NJ – 70 approved townhome units

A contract was signed to acquire 70 approved townhome units in October 2019, after 31 months of discussion, and the property was acquired in late June 2021. Site improvements are scheduled to commence in summer 2023. Sales or rental revenues are scheduled to accrete to 2023 – 2024 income. The Company is actively working with several permanent lenders to finalize an acquisition, development and construction finance facility.

The Company is preparing to begin infrastructure work on the property.

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

Dream Homes is in contract and under development for a parcel which will yield 68 new townhomes in the Ocean County NJ area, of which 54 are market rate and 14 are affordable housing. The acquisition of the contract was made for common stock and occurred in the 4th quarter of 2016. This property is currently in the approval process. This development project is scheduled to begin in late 2022 and will accrete to 2023 sales.

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In order to obtain all developmental approvals and be prepared to begin installing infrastructure, various permits and engineering work are required. These permits include but are not limited to township subdivision, county, municipal utility authority, CAFRA (NJ Department of Environmental Protection) and NJ Department of Transportation. To date, design engineering has been completed, a CAFRA application has been prepared and submitted, and the NJ DEP issued a CAFRA permit in October of 2021. Preliminary township approval was granted on April 19^th^ of 2021. Preliminary and Tentative Municipal Utilities Authority approvals have been granted. Ocean County Planning Board approval has been granted. Lacey Township Fire Department approval has been granted.

It

is anticipated that complete development approvals will cost approximately $20,000 more to complete. In addition to these approval costs and acquisition costs, infrastructure costs are anticipated to cost approximately $1,200,000, at which time the property will be ready for vertical construction to commence.

The Company is in active discussions with various lenders to complete the infrastructure and vertical financing portions of this project. As part of their financing agreements, the banks typically require Vincent Simonelli to personally guarantee these loans.

The closing to acquire this property occurred on June 29, 2021 and the Company is currently in title.

Clayton NJ – 112 Apartments

On

May 3, 2018, the Company submitted a signed letter of intent to purchase 5.5 acres of property in Gloucester County, which is currently being approved for a 112-unit apartment complex, with approximately 7600 square feet of retail space. The Company has a signed contract and has been proceeding with development approvals. The property is designated as a redevelopment property, and a redevelopment agreement is currently being negotiated with the township. Progress has been delayed due to township closures due to the Covid-19 pandemic.

On February 26, 2021, the Company took title to the property via an assemblage of 3 parcels.

The Company successfully obtained Redevelopment Approval from the Borough in July 2021 and Preliminary and Final Site Plan approval in December of 2021.

All outside agency approvals have been submitted for and are in process.

Louis Avenue – Bayville, NJ – In title

In October of 2018, the company entered into a contract to acquire and develop property for 17 townhouse units in Bayville NJ. Engineering and approvals are currently in process. Application was made to the Planning Board on March 20, 2020. The project was deemed complete by the township engineer. Municipal scheduling was delayed due to the Covid-19 virus, but the Company was heard before the Berkeley Township Planning Board on October 3, 2020 and the Company was awarded preliminary approvals for 17 townhome units.

Application is currently being made for final approvals, and the Company is scheduled to be heard at the May 2022 planning board meeting. Subsequent event: The Company received Final approval on May 19, 2022.

The Company acquired this property on August 4, 2021.

The Company intends to develop, lease and retain this property in its portfolio for the foreseeable future.

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.

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

The Company is in the process of applying for preliminary and final site plan approval and should be heard at the July 2022 meeting.

Propertieson hold due to delay in approvals, environmental concerns or other reasons

Berkeley Township, New Jersey, “Dream Homes at Tallwoods”, Contract

On

March 1, 2017, the Company acquired from DHL rights to a contract to purchase over 7 acres of land in Berkeley Township, NJ (the “Tallwoods Contract or Dream Homes at Tallwoods”) for 71,429 restricted shares of Company common stock (issued in April 2017).

Mortgageson Properties Held for Development:

Schedule Mortgages on Properties Held for Development

	March 31, <br> 2022			December 31, <br> 2021
Edisto Loan Fund, LLC	$	2,969,535		$	2,969,535
Lynx Asset Services, LLC		1,677,562			1,725,000
AC Development, LLC		450,000			450,000
AVB Development		323,537			333,000
Total mortgages payable		5,420,634			5,477,535
Less current portion		(2,969,535	)		(2,969,535	)
Long-term portion	$	2,451,099		$	2,508,000

4-LoansPayable to Related Parties

Loans payable to related parties is summarized as follows:

Schedule of Loans Payable to Related Parties

	March 31, <br><br>2022		December 31, <br><br>2021
Loans payable to GPI LLC	$	280,395	$	192,439

.

Advances from the loans bear interest at a rate of 12%, with interest being payable on demand. Accrued interest as of March 31, 2022 aggregate $ 24,450.

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5- Common Stock Issuances

In

March 2020, the Company issued 2,997,500 restricted shares for compensation valued at $ 119,500.

On

September 25, 2020, the Company issued 110,000 restricted shares for debt reduction value at $7,700.

On

September 30, 2020, the Company issued 2,600,000 restricted shares for compensation valued at $ 78,000.

On

October 28, 2020, the Company issued 48,000 restricted shares for compensation valued at $ 3,360.

On

November 10, 2020, the Company issued 30,000 restricted shares for compensation valued at $ 1,800.

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.

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 March 31, 2022 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 March 31, 2022, the Company was committed under 20

construction contracts outstanding with homeowners

and investors with contract prices totaling $8,504,668 , 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

On May 8, 2017, DHDC executed an Employment Agreement with a Sales Manager. The original term of the agreement was from May 8, 2017 to May 8, 2019 and was renewable thereafter at 1-year intervals based on certain sales targets. That agreement has been renewed and is currently in force. The agreement provides for compensation based on sales.

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.

On

February 28, 2020 the Company executed a lease for an office space located at 800 Riverview Drive in Brielle, which the Company feels will better serve the southern Monmouth clientele. The lease term is 2 years, and the total rent is $25,140. This lease has been renewed and extended and is expected to continue into the future.

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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 March 31, 2022, the outstanding principal balance was $913,160.

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 three months ended March 31, 2022 and 2021, the Company’s estimated share of DHL’s gross payroll and payroll taxes and include $ 86,428 and $75,400, respectively.

9- Stock Warrants

There are no outstanding warrants issued by the Company.

10– Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were available to be issued. Other than items that may be noted herein, the Company had no subsequent events that require 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 March 31, 2022 and 2021. 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

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 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 builders have struggled to adapt to the changing market and complex Federal, State and local regulations” 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 is positioned to capitalize on this opportunity for substantial revenue growth.

Management recognized that the effects of Super Storm Sandy, which occurred on 10/29/12, would be far reaching and cause an almost unlimited demand for construction services, as well as specific construction information. 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 focusing on the construction field will continue to provide a stable revenue stream for the company.

Dream Homes and Development Corporation 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 December 31, 2021 is $8,504,668.

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 rebuilding and new home projects.

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PropertiesCurrently Owned

Berkeley Terrace – Bayville, NJ – 70 approved townhome units

The Company is preparing to begin infrastructure work on the property, and start a prelease program.

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

It is anticipated that complete development approvals will cost approximately $20,000 more to complete. In addition to these approval costs and acquisition costs, infrastructure costs are anticipated to cost approximately $1,000,000. The total amount of funding required to make this property ready for home construction is approximately $1,900,000.

The closing to acquire this property occurred on June 29, 2021 and the Company is currently in title.

Dream Homes Apartments - Fairview

On May 3, 2018, the Company submitted a signed letter of intent to purchase 5.5 acres of property in Gloucester County, which is currently being approved for a 112-unit apartment complex, with approximately 7600 square feet of retail space. The Company has a signed contract and has been proceeding with development approvals. The property is designated as a redevelopment property, and a redevelopment agreement is currently being negotiated with the township. Progress has been delayed due to township closures due to the Covid-19 pandemic.

On February 26, 2021, the Company took title to the property via an assemblage of 3 parcels.

The Company successfully obtained Redevelopment Approval from the Borough in July 2021 and Preliminary and Final Site Plan approval in December of 2021.

All outside agency approvals have been submitted for and are in process.

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Louis Avenue – Bayville, NJ – In title

The Company acquired this property on August 4, 2021.

The Company intends to develop, lease and retain this property in it’s portfolio for the foreseeable future.

The Company acquired this property on August 4, 2021.

PropertiesUnder Contract to Purchase and in the Approval Stage

Autumn Run – Gloucester County

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

The Company is in the process of applying for preliminary and final site plan approval and should be heard at the October 2021 meeting.

Contractssigned and in Due Diligence

The Company has signed a contract to purchase 44 +/- acres in Gloucester county, which is suitable for age-restricted single family development. The projected yield for the property varies between 100 – 160 units, and is subject to environmental, utility and township constraints.

Summary

These four new developments that have recently been acquired as well as the one that is in development represent over $70 million in new home construction projects on the books in the next few years. 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.

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 Office and Showroom in Brielle has led to an increase in traffic and sales, as well as facilitated and increased client selections throughout our entire northern region.

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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 three months ended March 31, 2022 and 2021.

Resultsof Operations - Comparison for the three months ended March 31, 2022 and 2021.

STATEMENTS

OF OPERATIONS

For the three months ended March 31, 2022 and 2021

(Unaudited)

			March 31, 2021
			(Unaudited)
Revenue:
Construction contracts	995,205		$	679,147
Cost of construction contracts	584,866			514,490
Gross profit	410,339			164,657
Operating Expenses:
Selling, general and administrative, including stock based compensation of 0 and 113,200, respectively	216,022			271,929
Depreciation expense	1,689			1,689
Total operating expenses	217,711			273,618
Income (loss) from operations	192,628			(108,961	)
Other income (expenses):
Interest expense	(27,422	)		(9,335	)
Total other income (expenses)	(27,422	)		(9,335	)
Net income (loss) before income taxes	165,206			(118,296	)
Provision for income taxes				-
Net income (loss)	165,206		$	(118,296	)

All values are in US Dollars.

Revenues

For the three months ended March 31, 2022 and 2021, revenues were $995,205 and $679,147, respectively.

The increase is due to commencing of new construction projects.

Costof Sales

For the three months ended March 31, 2022 and 2021, cost of construction contracts were $584,866 and $514,490, respectively.

OperatingExpenses

Operating expenses decreased $55,907 from $273,6187 in 2021 to $217,711 in 2022. This decrease is mainly due to the lack of stock-based compensation.

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Liquidityand Capital Resources

As of March 31, 2022 and December 31, 2021, our cash balance was $127,493 and $191,439, respectively, total assets were $8,551,480 and $8,130,754, respectively, and total current liabilities amounted to $7,901,520 and $7,646,000, respectively, including loans payable to related parties of $280,395 and $192,439, respectively. As of March 31, 2022 and December 31, 2021, the total stockholders’ equity was $649,960 and $484,754, 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 aware of inflationary pressures, they have had a significant impact on our operations, and we 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.

No material legal proceedings at this time.

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

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* 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
May<br> 23, 2022
	By:	/s/ Vincent Simonelli
		Vincent<br> Simonelli
		Chief<br> Executive Officer and Chief Financial Officer

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EXHIBIT 31

CERTIFICATIONS

I, Vincent C. Simonelli, certify that:

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

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: May 23, 2022
/s/ Vincent C. Simonelli
CEO and CFO

EXHIBIT 32

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 March 31, 2022 (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:

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

Dated: May 23, 2022

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.