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;





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(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, 2021 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.





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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 opened an office in Brielle in April of 2020, and it has enabled the Company to more effectively serve the northern Ocean, Monmouth and Middlesex County markets, as well as to increase market share in the beach communities in the modular and stick built home markets.

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

A contract was signed to acquire 70 approved townhome units in October 2019, after 31 months of discussion. This property was acquired in late June 2021. Site improvements will commence. Sales or rental revenues will accrete to 2023 income. The Company has secured a bridge loan and is awaiting a commitment with a permanent lender for an acquisition, development and construction finance facility.

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"

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.

All costs associated with this property necessary to obtain all approvals, acquire the land, install the infrastructure and prepare the property to commence construction are the Company's responsibility.

In order to obtain all developmental approvals and be prepared to begin installing infrastructure, various permits and engineering work are required. These permits include but are not limited to township subdivision, county, municipal utility authority, CAFRA (NJ Department of Environmental Protection) and NJ Department of Transportation. To date, design engineering has been completed and a CAFRA application has been prepared and submitted to the environmental scientist, and the NJ DEP has issued the CAFRA permit. Application for this permit was made in April 2017. A Lacey Township Planning Board meeting was held on December 11, 2017. Additional information was requested from the board and the next meeting was heard for preliminary and final approval on April 19th of 2021. Preliminary approval was 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 $1,000,000. The total amount of funding required to acquire and make this property ready for home construction is approximately $1,900,000.

The Company may need to seek loans from banks to finance this project. As part of their financing agreements, the banks typically require Vincent Simonelli to personally guarantee these loans. If Mr. Simonelli cannot qualify as a guarantor and there is no one other than him in the Corporation to provide those guarantees, the financing of the deal may be adversely affected. The exact amount of funding required for this particular property is not clear at the present time but will be determined when full approvals have been obtained and the Company is prepared to take title to the property.

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 8000 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.

Louis Avenue - Bayville, NJ - In title

In October of 2018, the company entered into a contract to develop and acquire 17 townhouse lots 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 has been delayed due to the Covid-19 virus.

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.

Application is currently being made for final approvals, and the Company is scheduled to be heard at the May 2022 planning board meeting.

The Company acquired this property on August 4, 2021.





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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.

Application is currently being made for preliminary final site plan approval, and the Company is scheduled to be heard at the May 2022 planning board meeting.

Properties on 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).

Since the transaction had not occurred for at least a portion of the Property within 12 months of the completion of the Due Diligence Period, as well as two 6-month extensions, the seller chose to terminate the contract. Though the Company retained the right to waive any remaining development contingencies and proceed to close on the property, it was determined by senior management that the risk of acquiring an unapproved property was not acceptable.

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.

Glassboro Township, New Jersey - Robin's Nest Solar Farm

On May 17, 2018, the Company submitted a signed contract to purchase a 700 KW property to be developed as a solar farm in Glassboro, NJ. The purchase price is $700,000 and the contract is subject to obtaining funding for the solar array as well as a portion of the purchase price. There is also a PPA (power production agreement) in place with a nursing home adjacent to the property, to purchase the entire electrical output for the next 20 years. This property is still available and is on hold pending funding availability.

These new developments with signed letters of intent, as well as the four developments that we have under contract and in development represent over $108 million in new home construction projects in the near future. This work will occur over the next 3-4 years and is in addition to the 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.

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.





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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).





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         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, 2021       December 31, 2020

Revenue:
Construction contracts                         $         3,884,946     $         3,014,027

Cost of construction contracts                           3,107,176               2,172,293

Gross profit                                               777,770                 841,734

Operating Expenses:
Selling, general and administrative,
including stock based compensation of
$170,800 and $197,000, respectively                        818,711               1,032,419
Depreciation expense                                         6,756                   8,445

Total operating expenses                                   825,467               1,040,864

Income (loss) from operations                              (47,697 )              (199,130 )

Other income (expenses):
Interest expense                                          (122,781 )               (25,088 )
Total other income (expenses)                             (122,781 )               (25,088 )

Net income (loss) before income taxes                     (170,478 )              (224,218 )
Provision for income taxes                                                               -

Net loss                                       $          (170,478 )   $          (224,218 )




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Results of Operations - Comparison for the years ended December 31, 2021 and 2020





Revenues



For the years ended December 31, 2021 and December 31, 2020, net revenues were $3,884,946 as compared to $3,014,027 for the year ended December 31, 2020, resulting in a increase in net revenues of $870,919. As of December 31, 2021 and 2020, 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, 2021 and December 31, 2020, cost of construction contracts and sales were $3,107,176 as compared to $2,172,293, resulting in an increase in cost of construction contracts of $934,883. Increase due to acquisition of major construction contracts.





Operating Expenses


Operating expenses decreased $185,397 from $1,010,864 in 2020 to $825,467 in 2021. The decrease was primarily due to stock based compensation, commission expenses and selling, general and administration expenses.

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, 2021 and 2020, our cash balance was $191,439 and $51,710, respectively, total assets were $ 8,130,754and $1,292,338, respectively, and total current liabilities amounted to $7,646,000 and $807,906, respectively, including loans payable to related parties of $0 and $3,671, respectively. As of December 31, 2021 and 2020, the total stockholders' equity was $484,754 and $484,432, respectively.





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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.

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