Forward-Looking Statements

Management's Discussion and Analysis or Plan of Operation contains "forward-looking" statements, as well as historical information. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that the expectations reflected in these forward-looking statements will prove to be correct. Forward-looking statements include those that use forward-looking terminology, such as the words "anticipate," "believe," "estimate," "expect," "intend," "may," "project," "plan," "will," "shall," "should," and similar expressions, including when used in the negative. Although we believe the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties, and no assurance can be given that actual results will be consistent with these forward-looking statements. Current shareholders and prospective investors are cautioned that any forward-looking statements are not guarantees of future performance. Such forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results for future periods could differ materially from those discussed in this report, depending on a variety of important factors, among which are our ability to implement our business strategy, our ability to compete with major established companies, the acceptance of our products in our target markets, our ability to attract and retain qualified personnel, our ability to obtain financing, our ability to continue as a going concern, and other risks described from time to time in our filings with the Securities and Exchange Commission. Forward-looking statements contained in this report speak only as of the date of this report. Future events and actual results could differ materially from the forward-looking statements. You should read this report completely and with the understanding that actual future results may be materially different from what management expects. We will not update forward-looking statements even though its situation may change in the future.

We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to uncertainties associated with the following:

(a) potential fluctuation in quarterly results;





20






(b) our failure to earn revenues or profits;

(c) inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

(d) inadequate capital to continue business;

(e) changes in demand for our products and services;

(f) rapid and significant changes in markets;

(g) litigation with or legal claims and allegations by outside parties;

(h) insufficient revenues to cover operating costs.

You should read the following discussion and analysis in conjunction with our financial statements and notes thereto, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of management.





                               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.

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.

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, 2022 is $6,024,890.

In addition to the above projects, which are in process, the Company has also estimated an additional $5,800,000 worth of residential construction projects and added over 200 active prospects to its data base. All of these prospects are prime candidates for rebuilding and new home projects.





21






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 on the order of an additional 400 - 800 lots and/or residential units to be developed and built within an approximate time horizon of 5 years. Conceivably, this volume of production could yield $120,000,000 - $240,000,000 in gross revenue and $25,000,000 - $50,000,000 in earnings to the Company.

The Company has positioned itself to well serve a significant portion of the entire coastal region, from southern Ocean County north to Middlesex County.

Properties currently owned and in the development stage

Berkeley Terrace - Bayville, NJ - 70 approved townhome units

The Company is in title to this property and is actively working with several permanent lenders to finalize an infrastructure and construction finance facility.

The Company is preparing to begin heavy infrastructure work on the property, and clearing has been completed and the site stabilized for soils erosion control. Infrastructure work should began in the last quarter of 2022 and will continue in 2023.

The Company closed on a funding package for Berkeley Terrace on 3/31/23, which 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.

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 2023.

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

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

The Company may need to seek loans from funding sources to finance infrastructure and vertical construction for this project.

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

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.




22






Properties Under 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 has been deemed complete and will be heard for preliminary and final site plan approval at the April 24, 2023 planning board meeting.

Properties in discussion with signed letters of intent, not in contract

Discussions have been occurring since December of 2017 and a signed letter of intent has been offered to acquire property to develop 102 townhome units in southern Ocean County, NJ. This property was originally in contract and under development by the Company's management team during the 2006-2009 period, at which time the project was not finalized due to the financial crisis of 2009. As such, a large amount of engineering, environmental, traffic and architectural work has been completed. It is Management's opinion that this property is moving forward to contract. This property is not fully approved and is unimproved.





Additional Comment


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.

For the 4th year in a row, the Company was again awarded the Ocean County Reader's Choice Best of the Best for 2020 in two categories (Best Custom Modular Builder and Best Home Improvement Contractor), which caused significant new awareness and interest from the public. This has led to increased 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, which is becoming increasingly well known to homeowners in need of new custom modular and site-built homes, elevation & renovation work. The management team has never failed to complete a project in over 29 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. The Company has enjoyed steady growth in the renovation/elevation portion of the company and anticipates that by year end 2022 each part of the company (new homes and elevation work) will represent 50% of total revenue. By mid-year 2023, new home construction and development should represent over 70% of revenue.





23






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 a decent percentage 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.

Additionally, the Company has developed referral networks with 3 major modular manufacturing companies, from which a dependable and steady stream of leads and prospects has been received over the last 6-month period. Based on these associations, it is anticipated that the Custom Modular segment of the business will enjoy significant growth for the foreseeable future.

Since modular home manufacturers will not sell directly to the public, and will only sell to a licensed builder, manufacturers need dependable new home builders to refer their leads. The Company has proven itself to be a valuable trade partner for these 3 manufacturers and has received numerous prospects and leads, some of which have already turned into contracts.

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.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures. We review our estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. We believe the following accounting policies are critical to the judgments and estimates we use in preparing our financial statements.

Net Income (Loss) Per Common Share

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

Diluted net income (loss) per common share is computed using the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period (none for the periods presented).





24







         RESULTS OF OPERATIONS - DREAM HOMES & DEVELOPMENT CORPORATION

The summary of selected financial data table below





                     DREAM HOMES & DEVELOPMENT CORPORATION



                            STATEMENTS OF OPERATIONS



                                                       Year ended              Year ended
                                                    December 31, 2022       December 31, 2021

Revenue:
Construction contracts                             $         6,310,883     $         3,884,946

Cost of construction contracts                               5,231,158               3,107,176

Gross profit                                                 1,079,725                 777,770

Operating Expenses:
Selling, general and administrative, including
stock based compensation of $0 and $170,000,
respectively                                                   871,797                 818,711
Depreciation expense                                             2,406                   6,756

Total operating expenses                                       874,203                 825,467

Income (loss) from operations                                  205,522                 (47,697 )

Other income (expenses):
Loan forgiveness                                                51,360                       -
Interest expense                                              (102,792 )              (122,781 )
Total other income (expenses)                                  (51,432 )              (122,781 )

Net income (loss) before income taxes                          154,090                (170,478 )
Provision for income taxes                                           -                       -

Net income (loss)                                  $           154,090     $          (170,478 )




25






Results of Operations - Comparison for the years ended December 31, 2022 and 2021





Revenues



For the years ended December 31, 2022 and December 31, 2021, net revenues were $6,310,883 as compared to $3,884,946 for the year ended December 31, 2021, resulting in a increase in net revenues of $2,425,937. As of December 31, 2022 and 2021, all of our sales were domestic. Increase due to acquisition of major construction contracts.

Cost of Construction contracts and Sales

For the years ended December 31, 2022 and December 31, 2021, cost of construction contracts and sales were $5,231,158 as compared to $3,107,176, resulting in an increase in cost of construction contracts of $2,123,982. Increase due to acquisition of major construction contracts.





Operating Expenses


Operating expenses increased $48,736 from $825,467 in 2021 to $874,203 in 2022. The increase was primarily due to commission expenses and selling, general and administration expenses.

Major selling, general and administrative expenses for the year ended December 31, 2022 of $874,203 include salary expense of $391,615, bad debts of $128,362, insurance of $44,234, sales commissions expense of $48,852, and rent expense of $52,000.

Major selling, general and administrative expenses for the year ended December 31, 2021 of $818,711 include salary expense of $327,256, professional fees of $69,349, vehicle expenses of $25,531, insurance of $44,234 , stock based compensation of $170,800, sales commissions expense of $125,314, and rent expense of $62,698.

Liquidity and Capital Resources

As of December 31, 2022 and 2021, our cash balance was $525,389 and $191,439, respectively, total assets were $ 7,182456 and $8,130,754, respectively, and total current liabilities amounted to $6,543,612 and $7,646,000, respectively, including loans payable to related parties of $254,895 and $192,439, respectively. As of December 31, 2022 and 2021, the total stockholders' equity was $638,844 and $484,432, respectively.





26







Inflation


The impact of inflation on the costs of our company, and the ability to pass on cost increases to clients over time is dependent upon market conditions. Inflationary pressures have had a significant impact on our operations during this year, and we anticipate that inflationary factors will continue to 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.





Risk


Foreign Currency Exchange Rate Risk

We are not exposed to potential gains or losses from foreign currency fluctuations.

© Edgar Online, source Glimpses