UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549



FORM
10-Q



|[X] | QUARTERLY
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | -------------------------------------------------------------------------------------------



For
the Quarterly Period Ended March 31, 2018



|[  ] | 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

(Exact
Name of Registrant As Specified In Its Charter)



|Nevada                                                                                                 |  | 20-2208821                                                                  
|------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------
|(State
                                         Or Other JurisdictionOf Incorporation Or Organization) |  | (I.R.S.
                                         EmployerIdentification No.)



314
South 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 [X]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, 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 [X]



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
[X]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No
[X]



The
number of shares outstanding of the registrant’s common stock, as of May 15, 2018, was 24,000,953.



Explanatory
Note: SEC rules require that financial statements of issuers included in Form 10-Q be reviewed by the issuers independent registered
public accounting form. The review of the consolidated financial statements contained in this form 10-Q for the quarterly period
ended March 31, 2018 has not yet been completed by our independent registered public accounting form, Michael T. Studer, CPA,
PC. As soon as such review is completed, we will file an amended form 10-Q.




















DREAM
HOMES & DEVELOPMENT CORPORATION

TABLE
OF CONTENTS



|PART
    I. FINANCIAL INFORMATION                                                             |   
|--------------------------------------------------------------------------------------------- | --
|ITEM
    1. FINANCIAL STATEMENTS                                                              |   
|Consolidated
    Balance Sheet                                                                | 3 
|Consolidated
    Statements of Operations and Comprehensive Income (Loss)                     | 4 
|Consolidated
    Statements of Cash Flow                                                      | 5 
|Notes
    to Consolidated Financial Statements                                                | 6 
|ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 21
|ITEM
    3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS                       | 26
|ITEM
    4. CONTROLS AND PROCEDURES                                                           | 27
|                                                                                              |   
|PART
    II. OTHER INFORMATION                                                                | 27
|ITEM
    1. LEGAL PROCEEDINGS                                                                 | 27
|ITEM
    2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                       | 27
|ITEM
    3. DEFAULTS UPON SENIOR SECURITIES AND CONVERTIBLE NOTES                             | 27
|ITEM
    4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                               | 27
|ITEM
    5. OTHER INFORMATION                                                                 | 27
|ITEM
    6. EXHIBITS                                                                          | 27
|SIGNATURES                                                                                    | 28



2







PART
1 - FINANCIAL INFORMATION

DREAM
HOMES & DEVELOPMENT CORPORATION



CONSOLIDATED
BALANCE SHEETS



|                                                                                                                                                                                                                                                                                            |  | March
    31, 2018 |            |   | December
    31, 2017 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | - | --------------------- | -
|                                                                                                                                                                                                                                                                                            |  |                    | Unaudited  |   |                       |  
|ASSETS                                                                                                                                                                                                                                                                                      |  |                    |            |   |                       |  
|CURRENT
    ASSETS                                                                                                                                                                                                                                                                          |  |                    |            |   |                       |  
|Cash                                                                                                                                                                                                                                                                                        |  | $                  | 176,279    |   |                       | $
|Accounts
    receivable                                                                                                                                                                                                                                                                     |  |                    | 272,592    |   |                       |  
|Costs
    in excess of billings and estimated earnings                                                                                                                                                                                                                                      |  |                    | 154,545    |   |                       |  
|Total
    current assets                                                                                                                                                                                                                                                                    |  |                    | 603,416    |   |                       |  
|                                                                                                                                                                                                                                                                                            |  |                    |            |   |                       |  
|PROPERTY
    AND EQUIPMENT, net                                                                                                                                                                                                                                                             |  |                    | 7,915      |   |                       |  
|                                                                                                                                                                                                                                                                                            |  |                    |            |   |                       |  
|OTHER
    ASSETS                                                                                                                                                                                                                                                                            |  |                    |            |   |                       |  
|Security
    deposit                                                                                                                                                                                                                                                                        |  |                    | 2,200      |   |                       |  
|Deposits
    and costs coincident to acquisition of land for Development                                                                                                                                                                                                                    |  |                    | 224,382    |   |                       |  
|                                                                                                                                                                                                                                                                                            |  |                    |            |   |                       |  
|Total
    assets                                                                                                                                                                                                                                                                            |  | $                  | 830,413    |   |                       | $
|                                                                                                                                                                                                                                                                                            |  |                    |            |   |                       |  
|LIABILITIES
    AND STOCKHOLDERS’ EQUITY (DEFICIENCY)                                                                                                                                                                                                                                       |  |                    |            |   |                       |  
|                                                                                                                                                                                                                                                                                            |  |                    |            |   |                       |  
|CURRENT
    LIABILITIES                                                                                                                                                                                                                                                                     |  |                    |            |   |                       |  
|Accounts
    payable and accrued expenses                                                                                                                                                                                                                                                   |  | $                  | 445,717    |   |                       | $
|Billings
    in excess of costs and estimated earnings                                                                                                                                                                                                                                      |  |                    | 367,014    |   |                       |  
|Accrued
    income taxes                                                                                                                                                                                                                                                                    |  |                    | 640        |   |                       |  
|Loans
    payable to related parties                                                                                                                                                                                                                                                        |  |                    | 14,743     |   |                       |  
|Total
    current liabilities                                                                                                                                                                                                                                                               |  |                    | 828,114    |   |                       |  
|                                                                                                                                                                                                                                                                                            |  |                    |            |   |                       |  
|STOCKHOLDERS’
    EQUITY (DEFICIENCY                                                                                                                                                                                                                                                        |  |                    |            |   |                       |  
|Preferred
    stock; 5,000,000 shares authorized, $.001 par value, as of March 31, 2018 and December 31, 2017, there are no shares outstanding                                                                                                                                              |  |                    | -          |   |                       |  
|Common
    stock; 70,000,000 shares authorized, $.001 par value, as of March 31, 2018 and December 31, 2017, there are 24,013,453 and
    24,000,953 shares outstanding, respectively; and 202,510 shares committed not yet issued at March 31, 2018 and December 31,
    2017 respectively |  |                    | 24,203     |   |                       |  
|Additional
    paid-in capital                                                                                                                                                                                                                                                              |  |                    | 1,589,118  |   |                       |  
|Accumulated
    deficit                                                                                                                                                                                                                                                                     |  |                    | (1,614,922 | ) |                       |  
|                                                                                                                                                                                                                                                                                            |  |                    |            |   |                       |  
|Total
    stockholders’equity (deficiency)                                                                                                                                                                                                                                                  |  |                    | 9,799      |   |                       |  
|                                                                                                                                                                                                                                                                                            |  |                    |            |   |                       |  
|Total
    liabilities and stockholders’ equity (deficiency)                                                                                                                                                                                                                                 |  | $                  | 837,913    |   |                       | $



The
accompanying notes are an integral part of these financial statements.



3







DREAM
HOMES & DEVELOPMENT CORPORATION



CONSOLIDATED
STATEMENTS OF OPERATIONS



|                                                                                                                 |  | Three
    months ended  March 31, 2018 |            |   | Three
    months ended  March 31, 2017 |  
|---------------------------------------------------------------------------------------------------------------- |  | -------------------------------------- | ---------- | - | -------------------------------------- | -
|                                                                                                                 |  |                                        | Unaudited  |   |                                        |  
|Revenue:                                                                                                         |  |                                        |            |   |                                        |  
|Construction
    contracts                                                                                       |  | $                                      | 381,727    |   |                                        | $
|Total
    revenue                                                                                                |  |                                        | 381,727    |   |                                        |  
|                                                                                                                 |  |                                        |            |   |                                        |  
|Cost
    of construction contracts                                                                               |  |                                        | 361,156    |   |                                        |  
|                                                                                                                 |  |                                        |            |   |                                        |  
|Gross
    profit (loss)                                                                                          |  |                                        | 20,571     |   |                                        |  
|                                                                                                                 |  |                                        |            |   |                                        |  
|Operating
    Expenses:                                                                                          |  |                                        |            |   |                                        |  
|Selling,
    general and administrative, including stock based compensation of $33,988 and $ 2,800, respectively |  |                                        | 289,870    |   |                                        |  
|Depreciation
    expense                                                                                         |  |                                        | 1,229      |   |                                        |  
|                                                                                                                 |  |                                        |            |   |                                        |  
|Total
    operating expenses                                                                                     |  |                                        | 291,099    |   |                                        |  
|                                                                                                                 |  |                                        |            |   |                                        |  
|Income
    (loss) from operations                                                                                |  |                                        | (270,528   | ) |                                        |  
|                                                                                                                 |  |                                        |            |   |                                        |  
|Other
    expenses (income):                                                                                     |  |                                        |            |   |                                        |  
|Interest
    expense                                                                                             |  |                                        | -          |   |                                        |  
|Consulting
    fee income                                                                                        |  |                                        | -          |   |                                        |  
|Total
    other expenses (income)                                                                                |  |                                        | -          |   |                                        |  
|                                                                                                                 |  |                                        |            |   |                                        |  
|Net
    income (loss) before income taxes                                                                        |  |                                        | (270,528   | ) |                                        |  
|Provision
    for income tax (expense) benefit                                                                   |  |                                        | 7,166      |   |                                        |  
|                                                                                                                 |  |                                        |            |   |                                        |  
|Net
    income (loss)                                                                                            |  | $                                      | (263,362   | ) |                                        | $
|                                                                                                                 |  |                                        |            |   |                                        |  
|Basic
    and diluted income (loss) per common share                                                             |  | $                                      | (.01       | ) |                                        | $
|                                                                                                                 |  |                                        |            |   |                                        |  
|Weighted average
    common shares outstanding-basic and diluted                                                 |  |                                        | 24,231,963 |   |                                        |  



The
accompanying notes are an integral part of these financial statement.



4







DREAM
HOMES & DEVELOPMENT CORPORATION



CONSOLIDATED
STATEMENTS OF CASH FLOWS



|                                                                                                                                                                              |  | Three
    months ended  March 31, 2018 |           |   | Three
    months ended  March 31, 2017 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------- | --------- | - | -------------------------------------- | -
|                                                                                                                                                                              |  |                                        | Unaudited |   |                                        |  
|OPERATING
    ACTIVITIES                                                                                                                                                      |  |                                        |           |   |                                        |  
|Net
    income (loss)                                                                                                                                                         |  | $                                      | (263,362  | ) |                                        | $
|Adjustments
    to reconcile net income (loss) to net cash provided (used) in operating activities:                                                                           |  |                                        |           |   |                                        |  
|Depreciation
    expense                                                                                                                                                      |  |                                        | 1,229     |   |                                        |  
|                                                                                                                                                                              |  |                                        |           |   |                                        |  
|Stock-based
    compensation                                                                                                                                                  |  |                                        | 33,988    |   |                                        |  
|Changes
    in operating assets and liabilities:                                                                                                                              |  |                                        |           |   |                                        |  
|Accounts
    receivable                                                                                                                                                       |  |                                        | (42,247   | ) |                                        |  
|Costs
    in excess of billings and estimated earnings                                                                                                                        |  |                                        | (80,207   | ) |                                        |  
|Accounts
    payable and accrued liabilities                                                                                                                                  |  |                                        | 42,913    |   |                                        |  
|Billings
    in excess of costs and estimated earnings                                                                                                                        |  |                                        | 238,762   |   |                                        |  
|Net
    cash provided (used) in operating activities                                                                                                                          |  |                                        | (68,924   | ) |                                        |  
|                                                                                                                                                                              |  |                                        |           |   |                                        |  
|INVESTING
    ACTIVITIES                                                                                                                                                      |  |                                        |           |   |                                        |  
|Purchase
    of office equipment                                                                                                                                              |  |                                        | -         |   |                                        |  
|Deposit
    and costs coincident to acquisition of land for development                                                                                                       |  |                                        | (14,253   | ) |                                        |  
|Net
    cash (used) in investing activities                                                                                                                                   |  |                                        | (14,253   | ) |                                        |  
|                                                                                                                                                                              |  |                                        |           |   |                                        |  
|FINANCING
    ACTIVITIES                                                                                                                                                      |  |                                        |           |   |                                        |  
|Proceeds
    from sale of common stock                                                                                                                                        |  |                                        | 11,400    |   |                                        |  
|                                                                                                                                                                              |  |                                        |           |   |                                        |  
|Net
    cash provided (used) by financing activities                                                                                                                          |  |                                        | 11,400    |   |                                        |  
|                                                                                                                                                                              |  |                                        |           |   |                                        |  
|NET
    INCREASE (DECREASE) IN CASH                                                                                                                                           |  |                                        | (71,777   | ) |                                        |  
|                                                                                                                                                                              |  |                                        |           |   |                                        |  
|CASH
    BALANCE, BEGINNING OF PERIOD                                                                                                                                         |  |                                        | 248,056   |   |                                        |  
|                                                                                                                                                                              |  |                                        |           |   |                                        |  
|CASH
    BALANCE, END OF PERIOD                                                                                                                                               |  | $                                      | 176,279   |   |                                        | $
|                                                                                                                                                                              |  |                                        |           |   |                                        |  
|Supplemental
    Disclosures of Cash Flow Information:                                                                                                                        |  |                                        |           |   |                                        |  
|Interest
    paid                                                                                                                                                             |  | $                                      | -         |   |                                        | $
|Income
    taxes paid                                                                                                                                                         |  | $                                      | -         |   |                                        | $
|                                                                                                                                                                              |  |                                        |           |   |                                        |  
|Non-Cash
    Investing and Financing Activities:                                                                                                                              |  |                                        |           |   |                                        |  
|71,429
    restricted shares of common stock committed to be issued to Dream Homes, Ltd. for refundable deposit under contract rights
    to develop land (see Notes 3 and 5) |  | $                                      | -         |   |                                        | $



The
accompanying notes are an integral part of these financial statements.







5







DREAM
HOMES & DEVELOPMENT CORPORATION

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

Three
Months Ended March 31, 2018 and 2017 (Unaudited)



Note
1 - 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 five years that have passed since Superstorm Sandy flooded
30,000 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 123 units 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.



In
addition to the New Jersey market, the Company, through its Dream Building LLC subsidiary, has become licensed in Florida to pursue
recent opportunities for elevation, restoration, renovation and new construction brought about by the damage caused by recent
hurricanes. Initial markets to be targeted are located primarily in the southwest portion of the state, between Naples and Cape
Coral.



In
addition to the Company’s construction operations, the Company holds a bi-monthly “Dream Homes Nearly Famous Rebuilding
Seminar”, and publishes an informational blog known as the “Dream Homes Rebuilding Blog”. The Rebuilding Seminar
is an educational tool for homeowners who need rebuilding or renovations. This seminar has been presented steadily since early
2013, and is designed to educate and assist homeowners in deciphering the confusion about planning and executing complex residential
construction projects. A professional team attends each seminar and presents on a diverse variety of topics, including expert
advice from architects, engineers, finance people, attorneys, project managers, elevation professionals and builder/general contractors.
The “Dream Homes Rebuilding Blog” is an educational platform written by Vincent Simonelli, which offers comprehensive
advice on all aspects of construction, finance, development and real estate. The Blog is located at http://blog.dreamhomesltd.com.



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
August 19, 2016, Virtual Learning acquired 4.5% of Dream Homes, Ltd. (“DHL”), 100% of Dream Building, LLC (“DBL”)
, a wholly owned subsidiary of DHL, and use of all construction licensing and registrations held by Atlantic Northeast Construction
LLC (“ANCL”), a wholly owned subsidiary of DHL, in exchange for the issuance of 2,225,000 shares of Virtual Learning
common stock to DHL at an agreed price of $.05 per common share.



The
majority stockholder and chief executive officer of DHL was also the controlling stockholder and chief executive officer of Virtual
Learning. As Virtual Learning and DHL were entities under common control, the acquired assets were reflected by Virtual Learning
at DHL’s $0 carrying amount on the date of transfer pursuant to Accounting Standards Codification (“ASC”) 805-50-30-5.



From
August 19, 2016 to August 23, 2016, Virtual Learning acquired the rights to complete 6 in process construction contracts of ANCL
in exchange for the issuance of 2,287,367 shares of Virtual Learning common stock to DHL at an agreed price of $.05 per common
share for those ANCL contracts. As Virtual Learning and DHL were entities under common control, the acquired rights were reflected
at DHL’s $0 carrying amount on the date of transfer pursuant to ASC 805-50-30-5.



6







Due
to the Company’s change in focus to its construction business, the Company wrote off the remaining unamortized capitalized
curriculum development costs of $20,534 at December 31, 2016.



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.



Interim
Financial Statements



The
accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim
financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they may not include
all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash
flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have
been made which are necessary for a fair financial statement presentation.



The
unaudited interim financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K
for the year ended December 31, 2017, which contains the audited financial statements and notes thereto, together with Management’s
Discussion and Analysis of Financial Conditions and Results of Operations, for the year ended December 31, 2017. Operating results
for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ending December
31, 2018.



Principles
of Consolidation



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



Property
and 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.



Use
of 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.



7







Fair
Value 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.



Construction
Contracts



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



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.



8







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.



Income
Taxes



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.



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.



9







Recent
Accounting 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. The impact of this ASU on our financial position, results of operations and cash flows at March
31, 2018 and for the three months then ended has not been significant.



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:



|                                   |  | March
    31, 2018 |             |   | December
    31, 2017 |  
|---------------------------------- |  | ------------------ | ----------- | - | --------------------- | -
|                                   |  |                    | (Unaudited) |   |                       |  
|Office
    equipment               |  | $                  | 4,115       |   |                       | $
|Vehicles                           |  |                    | 24,565      |   |                       |  
|Less:
    Accumulated depreciation |  |                    | (20,765     | ) |                       |  
|                                   |  |                    |             |   |                       |  
|Property
    and Equipment- net    |  | $                  | 7,915       |   |                       | $



Depreciation
expense for the three months ended March 31, 2018 and 2017 was $1,229 and $147, respectively.



10







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:



|                                                       |  | March
    31, 2018 |             |  | December
    31, 2017 |  
|------------------------------------------------------ |  | ------------------ | ----------- |  | --------------------- | -
|                                                       |  |                    | (Unaudited) |  |                       |  
|Lacey
    Township, New Jersey, Marina contract:       |  |                    |             |  |                       |  
|Deposit                                                |  |                    | 25,000      |  |                       |  
|Site
    engineering, permits and other costs:         |  |                    | 23,657      |  |                       |  
|Total
    Marina Contract                              |  |                    | 48,657      |  |                       |  
|                                                       |  |                    |             |  |                       |  
|Lacey
    Township, New Jersey, Pines contract:        |  |                    |             |  |                       |  
|Deposit                                                |  |                    | 0           |  |                       |  
|Cost
    to acquire contract                           |  |                    | 10,000      |  |                       |  
|Site
    engineering, permits, and other costs         |  |                    | 118,288     |  |                       |  
|Total
    Pines contract                               |  |                    | 138,288     |  |                       |  
|                                                       |  |                    |             |  |                       |  
|Berkeley
    Township, New Jersey, Tallwoods contract: |  |                    |             |  |                       |  
|Deposit                                                |  |                    | 10,000      |  |                       |  
|Site
    engineering, permits, and other costs         |  |                    | 27,437      |  |                       |  
|Total
    Tallwoods contract                           |  |                    | 37,437      |  |                       |  
|                                                       |  |                    |             |  |                       |  
|Total                                                  |  | $                  | 224,382     |  |                       | $



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



On
December 15, 2016, the Company acquired from General Development Corp. (“GDC”) rights to a contract to purchase over
9 acres of undeveloped land without amenities in Lacey Township, New Jersey (the “Lacey Contract or Dream Homes at the Pines”)
for $15,000 cash (paid in December 2016) and 100,000 restricted shares of Company common stock (issued in April 2017) valued at
$5,000. GDC acquired the rights to the contract from DHL on December 14, 2016 for $10,000 cash. As discussed in Note 8, Commitments
and Contingencies under Line of Credit, the Company also has an available line of credit of $50,000 with GDC.



The
Lacey Contract between DHL and the seller of the land was dated March 18, 2016 and provides for a $1,000,000 purchase price with
closing on or about 60 days after memorialization of final Development Approvals has been obtained. DHL paid the seller a $10,000
refundable deposit in March 2016 pursuant to the Lacey Contract. In the event the transaction has not closed on at least a portion
of the property within 24 months of the completion of the Due Diligence Period (as may be extended by two 6- month extensions),
the seller has the option of terminating the contract. Notwithstanding this provision, the Company retains the right at all times
to waive any remaining contingencies and proceed to close on the property.



11







At
this time, the contract is in good standing and there is no risk of cancellation. As per the contract, the Company is required
to close on this property no later than March 18, 2019, which date is inclusive of the 24-month development period, and 2 additional
6-month extensions.



Due
diligence for the above property was completed as of May 17, 2016, and all costs were incurred by Dream Homes Ltd., which was
in the contract for the property at the time. No additional costs for due diligence have been incurred by the Company, nor are
any anticipated. The Company will incur all current costs associated with this property necessary to obtain all approvals, acquire
the land, install the infrastructure and prepare the property to commence construction.



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, along with a check for $36,750 payable
to the NJ DEP. Application for this permit was made in April 2017. As of this date, the CAFRA application has been put on hold
pending a determination if the township will be approved by the State of New Jersey for a CAFRA Town Center designation. A permit
is expected to be issued in June or July of 2018. A Lacey Township Planning Board meeting was held on December 11, 2017. Additional
information was requested from the board and the next meeting will be scheduled upon receipt of outside agency permits and the
other requested information.



It
is anticipated that complete development approvals will cost approximately $50,000 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 $2,090,000 as of March 31, 2018.



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.



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). The Tallwoods Contract between DHL and the seller of the land was dated January 5, 2017 and provides for a $700,000
purchase price with closing on or about 60 days after final development approvals have been obtained and memorialized. DHL paid
the seller a refundable $10,000 deposit in January 2017 pursuant to the Tallwoods contract.



The
due diligence period associated with this property expired on March 4, 2017 and all costs associated with same were paid by Dream
Homes Ltd. prior to the expiration date. The Company will incur no further costs related to the due diligence aspect of this purchase.
The Company will incur all current and future costs associated with this property necessary to obtain all approvals, acquire the
land and prepare the property to commence construction.



The
land is currently improved with streets and all public utilities in place. As such, the necessary steps required to bring the
property through the approval process involve primarily design engineering. Since the property is on an improved street, a major
subdivision application will be filed with the township, which will create 13 conforming buildable lots from the existing single
7-acre parcel. Accordingly, the remaining costs will primarily involve engineering and approval costs, as opposed to costs associated
with the installation of infrastructure.



12







At
this time, the Company estimates that the total engineering and approval costs will be approximately $40,000. The amount of money
required to purchase the property is $700,000 of which $10,000 is currently on deposit. The Company has made application to the
Berkeley Township Zoning Board.



In
the event the transaction has not closed on at least a portion of the Property within 12 months of the completion of the Due Diligence
Period (as may be extended by two 6-month extensions), the seller has the option of terminating the contract. Notwithstanding
this provision, the Company retains the right at all times to waive any remaining contingencies and proceed to close on the property.



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.



Lacey
Township, New Jersey, “Dream Homes at Forked River”, Marina Contract



The
Company has acquired the rights to a purchase contract via contract assignment for 48 waterfront townhomes with boat slips in
Lacey, NJ. The project is currently in the approval process and significant engineering, environmental, traffic and architectural
work has been completed. The property is a waterfront property, and is partially improved with all boat slips currently installed,
the Department of Transportation permit received and the curb cut from Route 9 in place. The property when completely constructed
has a retail value of $21 million and is expected to begin site improvements in late 2018 or early 2019.



On
December 8, 2017, the Company acquired from DHL rights to a contract to purchase over +/- 7.5 acres of land in Lacey Township,
NJ (the “Marina Contract or Dream Homes at Forked River”) for 162,200 restricted shares of Company common stock (committed
but not issued as of May 21, 2018). The Contract between DHL and the seller of the land was dated February 24, 2016 and provides
for a $2,166,710 purchase price with closing on or about 60 days after final development approvals have been obtained and memorialized.
DHL paid the seller a refundable $25,000 deposit in February 2016 pursuant to the Marina contract.



The
due diligence period associated with this property expired on May 1, 2016 and all costs associated with same were paid by Dream
Homes Ltd. prior to the expiration date. The Company will incur no further costs related to the due diligence aspect of this purchase.
The Company will incur all current and future costs associated with this property necessary to obtain all approvals, acquire the
land and prepare the property to commence construction.



The
land is currently approved for a marina and it is the Company’s intention to modify the approvals to a townhome use, as
per the ordinance. The property is currently unimproved. As such, the necessary steps required to bring the property through the
approval process involve design engineering as well as environmental approvals. Accordingly, the remaining costs will primarily
involve engineering, legal and approval costs.



At
this time, the Company estimates that the total engineering and approval costs will be approximately $100,000. The amount of money
required to purchase the property is $2,430,000 of which $25,000 is currently on deposit.



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.



13







Little
Egg Harbor Township, New Jersey, “Dream Homes at Radio Road”, Contract



On
March 14, 2018, the Company signed a contract to purchase 4 improved lots in Little Egg Harbor Township, NJ (the “Dream
Homes at Radio Road”) for a total of $260,000. The Contract between the Company and the seller of the land provides for
a $65,000 per lot purchase price with closing occurring on a rolling basis, as each house is built and sold. In addition, the
Company has obtained a term sheet on April 5, 2018 and is waiting for a formal commitment from 1st Constitution Bank
for a funding facility comprised of acquisition and development funding.



The
Company intends to begin construction in the second quarter and the homes are projected to sell in the $350,000 - $375,000 range.



4-Loans
Payable to Related Parties



Loans
payable to related parties is summarized as follows:



|                                             |  | March
    31, 2018 |             |  | December
    31, 2017 |  
|-------------------------------------------- |  | ------------------ | ----------- |  | --------------------- | -
|                                             |  |                    | (Unaudited) |  |                       |  
|Loans
    payable to chief executive officer |  | $                  | 11,525      |  |                       | $
|Loans
    payable to GPIL (see Note 5)       |  |                    | 3,118       |  |                       |  
|Loan
    payable to DHL                      |  |                    | 100         |  |                       |  
|Total                                        |  | $                  | 14,743      |  |                       | $



All
the loans above are non-interest bearing and due on demand.



5
- Common Stock Issuances



On
August 18, 2016, Virtual Learning issued 2,000,000 restricted shares of common stock to GPIL in satisfaction of $20,000 loans
payable (see Note 4).



On
August 19, 2016 (see Note 1), Virtual Learning issued 2,225,000 restricted shares of common stock to Dream Homes Ltd. for a 4.5%
equity interest in Dream Homes Ltd. and certain other assets, at an agreed price of $.05 per share.



From
August 19, 2016 to August 23, 2016 (see Note 1), Virtual Learning issued a total of 2,287,367 restricted shares of common stock
to Dream Homes Ltd. for rights to complete 6 in process construction contracts of Atlantic Northeast Construction LLC, a wholly
owned subsidiary of Dream Homes Ltd. at an agreed price of $.05 per share.



On
August 19, 2016, Virtual Learning issued 250,000 restricted shares of common stock to Mr. Roger Fidler for legal services. The
250,000 shares were valued at $2,500 (or $.01 per share), which amount was expensed in the three months ended September 30, 2016.



14









On
October 13, 2016, DHL assigned 100,000 restricted shares of Company common stock it held to a minority shareholder of DHL. This
minority shareholder of DHL had contributed $100,000 out of approximately $500,000 in a private placement of common stock of DHL
in 2010. In addition, this minority stockholder of DHL also received 275,000 restricted shares from DHL in 2011 for consulting
services. Accordingly, the Company has not deemed it appropriate to measure stock-based compensation relating to the 100,000 shares
assigned by DHL to its minority stockholder.



On
October 21, 2016, Virtual Learning issued 160,000 restricted shares of common stock to an individual for accounting services.
The 160,000 restricted shares were valued at $8,000 (or $.05 per share), which amount was expensed in the three months ended December
31, 2016.



On
December 29, 2016, Virtual Learning issued a total of 326,857 restricted shares of common stock to convertible noteholders for
their notes and accrued interest totaling $65,371.



On
December 29, 2016, Virtual Learning issued a total of 180,000 restricted shares of common stock (50,000 shares to the Company’s
chief executive officer, 50,000 shares to the Company’s secretary, 10,000 shares each to our two outside directors, and
a total of 60,000 shares to four other individuals, principally DHL employees, for services rendered. The 180,000 shares were
valued at $9,000 (Company officers and outside directors- $6,000, DHL employees-$3,000) (or $.05 per share), which amount was
expensed in the three months ended December 31, 2016.



On
February 22, 2017, DHDC issued 56,000 restricted shares of common stock to Green Chip Investor Relations pursuant to an Investor
Relations and Consulting Services Agreement (see Note 8). The 56,000 restricted shares were valued at $2,800 ( or $.05 per share),
which amount was expensed in the three months ended March 31, 2017.



On
March 1, 2017, DHDC committed to issue 71,429 restricted shares of common stock (issued April 24, 2017) to DHL valued at $10,000,
representing the amount of the refundable deposit on land made by DHL to the Seller in January 2017 for the Berkeley Township
New Jersey contract (see Note 3).



On
March 14, 2017, DHL assigned 275,000 restricted shares of Company common stock it held to the same minority stockholder of DHL
that it assigned 100,000 shares of Company common stock on October 13, 2016 (see sixth preceding paragraph).



On
April 26, 2017, DHDC issued 100,000 shares of restricted stock to General Development Corp. as payment of an assignment fee related
to the 58 unit townhouse development in Lacey Township, NJ (see Note 3).



On
July 12, 2017, DHDC issued 40,000 restricted shares of DHDC’s common stock to Dream Homes, Ltd. (“DHL”) in exchange
for vehicles owned by DHL. The transaction reflected $6,000 net carrying value of the assets on DHL’s books at July 12,
2017.



On
September 21, 2017, DHL assigned 25,000 restricted shares of Company common stock it held to the Secretary of both DHDC and DHL
for services rendered to DHL. Accordingly, no stock-based compensation was recognized by DHDC.



On
December 8, 2017, DHDC committed to issue 162,200 restricted shares of common stock to DHL valued at $48,658 (DHL’s historical
cost of the assets being assigned), for the assignment of a contract to purchase property from DHL for the Lacey Township New
Jersey contract (see Note 3).



On
December 11, 2017, DHL assigned 100,000 restricted shares of Company common stock it held to the Company Securities Counsel of
both DHDC and DHL in settlement of certain DHL accounts payable due him. Accordingly, no stock-based compensation was recognized
by DHDC.



On
December 27, 2017, DHDC committed to issue 12,500 restricted shares of DHDC’s common stock for cash proceeds of $ 5,000
at $.40 per share per the Subscription Agreement.



On
December 29, 2017, DHDC committed to issue 27,810 restricted shares of DHDC’s common stock for settlement of $ 11,124 accounts
payable at $.40 per share.



15







On
January 31, 2018, DHDC committed to issue 16,000 restricted shares of DHDC’s common stock for cash proceeds of $11,400 at
$ .40 per share per the subscription agreement.



On
February 9, 2018, DHL assigned 40,000 restricted shares of Company common stock it held to a minority stockholder of DHL. This
minority stockholder of DHL had contributed $10,000 out of approximately $500,000 in a private placement of common stock of DHL
in 2010. In addition, this minority stockholder of DHL also received 30,000 restricted shares of DHL common stock in 2011 for
legal services. Accordingly, no stock-based compensation was recognized by DHDC for this assignment of 40,000 shares.



On
February 9, 2018, DHL assigned 25,000 restricted shares of Company common stock it held to the Secretary of both DHDC and DHL
for accounting and administrative services rendered to DHL. Accordingly, no stock-based compensation was recognized by DHDC for
this assignment of 25,000 shares.



On
February 9, 2018, DHL assigned 25,000 restricted shares of Company common stock it held to a director of DHDC and service provider
to DHL for legal services provided to DHL. Accordingly, no stock-based compensation was recognized by DHDC for this assignment
of 25,000 shares.



On
February 26, 2018 DHDC issued 12,500 restricted shares of DHDC’s common stock for cash proceeds of $ 5,000 at $.40 per share
per the Subscription Agreement.



6
– Income Taxes



The
provisions for (benefit from) income taxes differ from the amounts computed by applying the statutory United States Federal income
tax rate (21% in 2018; 35% in 2017)to income (loss) before income taxes.



The
sources of the differences follow:



|                                                                                         |  | Three
    months ended March 31, 2018 |         |   | Three
                                         months ended March 31, 2017 |  
|---------------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | - | -------------------------------------------------------------------------- | -
|                                                                                         |  | (Unaudited)                           |         |   | (Un
    audited)                                                           |  
|Expected
    tax (benefit)                                                               |  | $                                     | (56,811 | ) |                                                                            | $
|State
    income taxes, net of Federal benefit                                           |  |                                       | (19,235 | ) |                                                                            |  
|Non-deductible
    stock-based compensation                                              |  |                                       | 9,554   |   |                                                                            |  
|Benefit
    from net operating loss carry back                                           |  |                                       | (9,166  | ) |                                                                            |  
|Provision
    for Federal income taxes at lower tax rate on taxable income under $50,000 |  |                                       | -       |   |                                                                            |  
|Change
    in valuation allowance                                                        |  |                                       | 57,598  |   |                                                                            |  
|Other                                                                                    |  |                                       | 8,894   |   |                                                                            |  
|Provision
    for (benefit from) income taxes                                            |  | $                                     | (7,166  | ) |                                                                            | $



16







The
significant components of DHDC’s deferred tax asset as of March 31, 2018 and December 31, 2017 are as follows:



|                                     |  | March
    31, 2018 |         |   | December
    31, 2017 |  
|------------------------------------ |  | ------------------ | ------- | - | --------------------- | -
|                                     |  | (Unaudited)        |         |   |                       |  
|Deferred
    tax assets:             |  |                    |         |   |                       |  
|Net
    operating loss carry forward |  | $                  | 57,598  |   |                       | $
|Valuation
    allowance              |  |                    | (57,598 | ) |                       |  
|Net
    deferred tax asset           |  | $                  | -       |   |                       | $



At
March 31, 2018, the Company has a net operating loss carryforward of approximately $204,903 which expires in year 2038. Based
on management’s present assessment, the company has not yet determined it to be more likely than not that a deferred tax
asset of $57,598 attributable to the future utilization of the $204,903 net operating loss carryforward will be realized. Accordingly,
the company has recorded a 100% allowance against the deferred tax asset in the financial statements as of March 31, 2018.



Current
United States income tax law limits the amount of loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.



7-
Business Segments



The
company currently has one business segment which is residential construction, which is further divided into elevation/renovation,
demolition and new home construction and new single and multi-family home developments. The residential construction segment is
operated through DHDC’s wholly owned subsidiary Dream Building, LLC (since August 19, 2016).



As
discussed in Note 11 (subsequent events), the Company has submitted a contract and offer to purchase a property currently approved
for a 700 KW solar farm.



8-
Commitments and Contingencies



Construction
Contracts



As
of March 31, 2018, Dream Building, LLC is committed under 21 construction contracts outstanding with home owners with contract
prices totaling $ 3,160,009, which are being fulfilled in the ordinary course of business. None of these construction projects
are expected to take significantly in excess of 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
April 28, 2017, DHDC executed an Employment Agreement with its newly appointed Vice President of Business Development. The term
of the agreement is from April 28, 2017 to December 31, 2020 and is renewable thereafter at 1 year intervals based on certain
sales targets. The agreement provides for compensation based on sales.



17







On
May 8, 2017, DHDC executed an Employment Agreement with its newly appointed Sales Manager. The term of the agreement is from May
8, 2017 to May 8, 2019 and is renewable thereafter at 1 year intervals based on certain sales targets. The agreement provides
for compensation based on sales.



For
the three months ended March 31, 2018, sales commissions expense pursuant to these two employment agreements were $56,164.



Lease
Agreement



On
June 20, 2017, DHDC executed a lease for office and storage space located at 2109 Bridge Avenue, Point Pleasant, New Jersey. The
term of the Lease is five years from June 20, 2017 to June 20, 2022 with two (2) five (5) year options to renew. The Lease provides
for monthly rent commencing August 20, 2017 at $1,200 per month until the earlier of completion of upstairs offices or November
20, 2017, at which time the monthly rent increases to $2,200 per month. Assuming DHDC is current in all rent and other charges,
DHDC has the option to cancel the Lease with 90 days written notice to Landlord.



For
the three months ended March 31, 2018, rent expense under this lease agreement was $6,600.



Investor
Relations Agreement



On
February 10, 2017, the Company entered into an Investor Relations and Consulting Services Agreement with an investor relations
firm. The agreement expired on August 31, 2017 and provided for issuance of 56,000 restricted shares of common stock valued at
$2,800 to the investor relations firm (stock issued on February 22, 2017) and $2,000 per month fees to be paid to the investor
relations firm commencing March 2017.



For
the three months ended March 31, 2018 and 2017, consulting fees expense under this agreement was $2,000.00 and $4800 respectively.



Line
of Credit



On
September 15, 2016, DHDC established a $50,000 line of credit with General Development Corp., a non-bank lender. Advances under
the line bear interest at a rate of 12% payable monthly and 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. To date, the Company has not received any advances under the line
of credit.



Private
Placement



On
November 3, 2017, the Company released a Private Placement Memorandum, which consists of an equity and debt offering for up to
$5,000,000 in new capital. This capital will be utilized for acquisition and development of several of the properties the Company
has under contract, as well as expansion into the Florida market. The offering is comprised of Units for sale as well as convertible
debt. Each Unit is priced at $.40 per common share and includes 1 warrant to purchase an additional share of common stock for
$.60 within 3 years of the date of Unit purchase. The convertible debt is offered at an 8% coupon, paid quarterly, has a maturity
of 4 years and is convertible at $.75 per share. The offering was scheduled to close on January 2, 2018 and was extended unchanged
by the Company to September 2, 2018.



As
of May 21,, 2018, the Company has sold a total of 68,810 units and received $16,400 in cash ($5,000 in December 2017 for 12,500
units, $6,400 in January 2018 for 16,000 units and $5000 in February 2018 for 12,500 units) and was granted a reduction in accounts
payable from a lumber vendor of 11,124 for 27,810 units issuable to the vendor as of December 31, 2017.



18







9-
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, 2018 and
2017, selling, general and administrative expenses include $120,217 and $100,603, respectively incurred for the Company’s
estimated share of DHL’s gross payroll and payroll taxes for the 2018 amount includes $17,500 salary paid to the Company’s
Chief Executive Officer and $14,400 salary paid to the Company’s Secretary and VP of Human Resources. At March 31, 2018,
accounts payable and accrued expenses include $ 109,552 due to DHL for unpaid payroll reimbursement.



Office
Space



The
Company has occupied office space located in Forked River, New Jersey which is owned by an affiliated company. Commencing April
2017, the Company has paid DHL monthly rent of $2,000 ($6,000 total for the three months ended March 31, 2018) for this office
space.



10-
Stock Warrants



On
July 12, 2017, DHDC issued 750,000 stock warrants to various members of Dream Homes & Development Corporation’s executive
team (including 500,000 to the Company’s Chief Executive Officer, 100,000 to the Company’s Secretary, and a total
of 60,000 to the Company’s two other directors and 50,000 to a non-executive DHL project manager employee). These Warrants
entitle the holder to purchase shares of Dream Homes & Development Corporation at $0.30 per share through July 20, 2020. These
warrants vest to the Holder on a semi-annual basis over a 36-month period contingent upon Holder’s continued association
with the Company. The $407,850 total fair value (calculated using the Black Scholes option pricing model and the following assumptions:
(1) stock price of $0.60, (2) exercise price of $0.30, (3) dividend yield of 0%, (4) risk-free interest rate of 1.53%, (5) expected
volatility of 171%, and (6) term of 3 years) of the 750,000 warrants is being expensed evenly over the 3 years requisite service
period of the individuals that were granted these warrants commencing in July 2017. For the three months ended March 31, 2018,
stock-based compensation attributable to the warrants was $ 33,988 using the above Black Scholes option pricing model.



Included
within the 750,000 warrants described in the preceding paragraph are 20,000 warrants issued to the Company’s Vice President
of Business Development that are not covered by the Employment Agreement dated April 28, 2017 described in Note 8. Also included
within the 750,000 warrants described in the preceding paragraph are 20,000 warrants issued to the Company’s Sales Manager
that are not covered by the Employment Agreement dated May 8, 2017 described in Note 8.



In
addition to the 750,000 warrants issued on July 12, 2017 per above, the company issued a total of 68,810 warrants in connection
with the Private Placement described above in Note 8. The warrants are exercisable into common stock at an exercise price of $
..60 per share for a period of 3 years commencing from the respective issuance dates of these warrants.



11-
Subsequent Events



On
April 24, 2018, the Company signed a contract to purchase a single-family waterview home in Ocean Township, NJ for $68,000. The
home is in need of elevation and renovation, which is expected to cost an additional $125,000.



It
is the Company’s intention to renovate and sell the property. The property is expected to sell to a 3rd party
purchasers for approximately $350,000.



On
May 1, 2018, the Company signed a contract to purchase 2 single family homes in Berkeley Township, NJ for $145,000. Currently,
the transaction is in the due diligence phase, which ends on June 1, 2018. Both homes require renovation, which is expected to
cost an additional $50,000 per home. It is the Company’s intention to renovate and either sell the properties, or hold them
for rental. The properties are expected to sell to 3rd party purchasers for $200,000 - $225,000 for each home. The
company will be required to pay $__________ cash consideration to the seller to close this purchase transaction.



19







On
May 3, 2018, the Company submitted a signed contract and estimate to Rich Pezzullo, a Company director, for a fire rebuild of
his principal residence in the amount of $543,000. We have received verbal agreement and anticipates a signed contract and estimate
shortly.



On
May 3, 2018, the Company submitted a signed letter of intent to purchase 5.5 acres of improved/unimproved property in Gloucester
County, which is currently approved by the county for an 108-unit apartment complex. in the amount of $1,080,000. The Company
has received verbal agreement and expect a signed contract and estimate shortly.



On
May 5, 2018, the Company signed a contract for an elevation/renovation project in Manahawkin, NJ. The contract amount is $228,000.



On
May 11, 2018, the Company received back a signed letter of intent to purchase 2.3 acres of improved/unimproved property in Berkeley
Township, NJ. The property was previously approved by the township for 12 duplex residential units. A contract is currently pending
on this property. The proposed purchase price is $370,000, for which the company will be required to pay $________cash consideration
to the seller on signing of the contract.



On
May 15, 2018 the Company submitted an estimate and contract for an elevation and renovation to a client in Toms River, NJ in the
amount of $199,000. We have received verbal agreement and anticipate a signed contract and estimate shortly.



On
May 15, 2018 the Company signed a contract for a kitchen renovation with a client in Brick, NJ in the amount of $23,000.



On
May 15, 2018 the Company signed a contract for a new modular home project in Middletown, NJ. The contract amount is $225,000.



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.



20







ITEM
2. 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. These 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.



Use
of Terms



The
following discussion analyzes our financial condition and results of operations for the three months ended March 31, 2018 and
2017. Unless the context indicates or suggests otherwise, reference to “we”, “our”, “us” and
the “Company” in this section refers to the operations of Dream Homes & Development Corporation (DHDC),



PLAN
OF OPERATION



Overview



Building
on a history of over 1,500 new homes built, 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 construction,
elevation and mitigation. In the six years that have passed since Superstorm Sandy flooded over 30,000 owner-occupied homes, Dream
Homes has helped hundreds of homeowners to rebuild or raise their homes to comply with new FEMA requirements. While other builders
have struggled to adapt to the changing market and complex Federal, State and local regulations involved with coastal construction
in Flood Hazard Areas, Dream Homes has excelled. As many of our competitors have failed, Dream Homes has developed a reputation
as the region’s most trusted builder and has even become known as the “rescue” builder for homeowners whose
projects have been abandoned by others. Due to the damage caused by the storm, as well as the material changes in the FEMA flood
maps which now require over 30,000 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 30,000 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.



In
addition to the New Jersey market, the Company, through its Dream Building LLC subsidiary, has become licensed in Florida to pursue
recent opportunities for elevation, restoration, renovation and new construction brought about by the damage caused by recent
hurricanes. Initial markets to be targeted are located primarily in the southwest portion of the state, between Naples and Cape
Coral.



Dream
Building LLC. operates as a wholly owned subsidiary of Dream Homes and Development Corporation and 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, 2017 is $3,243,144.



In
addition to the above projects, which are in process, Dream Building LLC has also estimated an additional $5,300,000 worth of
residential construction projects and added over 200 active prospects to its data base. All of these prospects are prime candidates
for educational videos and short books on specific construction and rebuilding topics, as well as candidates for rebuilding projects
to be built under the Dream Building LLC division.



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.



Properties
currently under contract to purchase and in the development stage



Dream
Homes is in contract and under development for a parcel which will yield 58 new townhomes in the Ocean County NJ area. This acquisition
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 2018 or early 2019 and is projected to add approximately $13,000,000 to the Company’s
gross sales, through its Dream Building LLC division.



The
Company has received preliminary CAFRA approval for the 58-unit townhouse development. A planning board hearing for preliminary
and final site plan and subdivision approval occurred on December 11, 2017, which produced input and comments from the Planning
Board as well as surrounding homeowners. Currently, the property is subject to an application with the state planning commission
to be designated as a CAFRA Town Center property, which will enable greater density. As such the planning board has agreed to
reschedule the hearing pending passage of this planning zone by New Jersey. It is anticipated that this project will be heard
again on the June or July 2018 meeting. Sales at retail for this development should be in the $16 million-dollar range.



The
Company is in contract and in the approval process for a 7-acre tract in central Ocean County, New Jersey, which will yield 13
single-family lots. This development project is scheduled to begin in late 2018 and is projected to add approximately $4,500,000
to the Company’s gross sales, through its Dream Building LLC division.



Dream
submitted a use variance application to the Board of Adjustment for approval for 13 single family lots, which are fully improved.
This application was deemed complete by the town engineer and was head on April 11, 2018. The zoning board refused to rule on
the application, and instructed the company to make application to the planning board. A planning board application will be made
during the month of June 2018, with the intention to be heard at the July hearing. The construction start date is estimated for
late 2018 and these homes are planned for high-efficiency construction techniques, including passive solar roof panels, insulation
of R50 in walls and ceilings, low-flow toilets and faucets and LED lighting throughout. Sales at retail for this development are
projected to be in the $4 million-dollar range.



The
Company has signed a letter of intent and a contract will be signed to acquire the rights to a purchase contract via contract
assignment for 48 waterfront townhomes with boat slips in Lacey, NJ. The project is currently in the approval process and significant
engineering, environmental, traffic and architectural work has been completed. The property is partially improved with all boat
slips built. It has a retail value of $21 million and is expected to start in late 2018 or early 2019.



On
April 24, 2018, the Company signed a contract to purchase a single-family waterview home in Ocean Township, NJ for $68,000. The
home is in need of elevation and renovation, which is expected to cost an additional $125,000.

It
is the Company’s intention to renovate and sell the property. The property is expected to sell to a 3rd party
purchasers for approximately $350,000.



On
May 1, 2018, the Company signed a contract to purchase 2 single family homes in Berkeley Township, NJ for $145,000. Currently,
the transaction is in the due diligence phase, which ends on June 1, 2018. Both homes require renovation, which is expected to
cost an additional $50,000 per home. It is the Company’s intention to renovate and either sell the properties, or hold them
for rental. The properties are expected to sell to 3rd party purchasers for $200,000 - $225,000 for each home.



22







On
May 11, 2018, the Company received back a signed letter of intent to purchase 2.3 acres of property in Berkeley Township, NJ.
The property was previously approved for 12 duplex residential units. A contract is currently pending on this property. The proposed
purchase price is $370,000.



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



A
revised 3rd letter of intent (LOI) has just been offered to acquire 70 townhouse lots in Ocean County, NJ and it is
Management’s opinion that this property is moving forward to contract.. This property is approved and unimproved. The project
is slated to begin in the middle of 2018 and has a retail value of $17 million.



A
signed LOI has been offered to build 80 single family lots in Mickleton, NJ to begin early to middle 2018 with a retail value
of $50 million This property is approved and partially improved.



A
letter of intent (LOI) has just been offered to acquire property to develop 15 single family homes in central Ocean County, NJ
and it is Management’s opinion that this property is moving forward to contract. This property is unapproved and unimproved.
The project is slated to begin in late of 2018 and has a retail value of $6 million.



A
2nd signed letter of intent has been offered to acquire property to develop 80 condominium units in an existing commercial
plaza in central Ocean County, NJ. This property has been in discussion since September of 2017 and preliminary conceptual, engineering
and feasibility studies have been completed. It is Management’s opinion that this property is moving forward to contract.
This property, which is a pad site within an existing mixed-use commercial complex, is improved. The project is slated to begin
in late summer of 2019 and has a retail value of $16 million.



23







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. The project is slated
to begin in late summer of 2019 and has a retail value of $23 million.



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 approved for an 108-unit apartment complex. in the amount of $1,080,000. The Company has received verbal agreement and
expect a signed contract and estimate prior to May 25, 2018.



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.



These
6 new developments with offered, 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 on the books 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. Our new Design Center in Point Pleasant has also led to an increase
in modular traffic and sales, as well as facilitated and increased client selections throughout our entire region.



The
Company was awarded the Ocean County Best of the Best for 2017 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 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 elevation & renovation work. The management team has never failed to complete a project in
over 24 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 2018 each part of the company (new homes and elevation work) will represent
50% of total revenue. By mid-year 2019, new home construction and development should represent over 70% of 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.



24







Among
the Company’s other assets that are currently held, are the rights to operate the educational construction seminar known
as “Dream Homes Nearly Famous Rebuilding Seminar”, as well as the informational blog known as the “Dream Homes
Rebuilding Blog.”



The
Nearly Famous Rebuilding Seminar is held bi-monthly, and is a powerful educational tool for homeowners who need of rebuilding
or renovations. This seminar has been presented steadily since early 2013, and is designed to educate and assist homeowners in
deciphering the confusion about planning and executing complex residential construction projects.



Due
to the opportunities afforded by the market conditions, Dream Homes and Development Corporation as well as Dream Building LLC,
which operates as a wholly owned subsidiary of Dream, will continue to pursue opportunities in the construction and real estate
field, specifically in new home construction, home elevations and renovations.



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, 2018 and 2017.



STATEMENTS
OF OPERATIONS

Unaudited



|                                                                                                        |  | Three
                                         months ended
                                               March
                                         31, 2018 |          |   | Three
                                         months ended
                                               March
                                         31, 2017 |  
|------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -
|Revenue:                                                                                                |  |                                                                                                                                                                    |          |   |                                                                                                                                                                    |  
|Construction
    contracts                                                                              |  | $                                                                                                                                                                  | 395,919  |   |                                                                                                                                                                    | $
|Total
    revenue                                                                                       |  |                                                                                                                                                                    | 395,919  |   |                                                                                                                                                                    |  
|                                                                                                        |  |                                                                                                                                                                    |          |   |                                                                                                                                                                    |  
|Cost
    of construction contracts                                                                      |  |                                                                                                                                                                    | 399,046  |   |                                                                                                                                                                    |  
|                                                                                                        |  |                                                                                                                                                                    |          |   |                                                                                                                                                                    |  
|Gross
    profit (loss)                                                                                 |  |                                                                                                                                                                    | (3,127   | ) |                                                                                                                                                                    |  
|                                                                                                        |  |                                                                                                                                                                    |          |   |                                                                                                                                                                    |  
|Operating
    Expenses:                                                                                 |  |                                                                                                                                                                    |          |   |                                                                                                                                                                    |  
|Selling,
    general and administrative, including stock based services of $2,800 and $0, respectively, |  |                                                                                                                                                                    | 266,172  |   |                                                                                                                                                                    |  
|Depreciation
    expense                                                                                |  |                                                                                                                                                                    | 1,229    |   |                                                                                                                                                                    |  
|                                                                                                        |  |                                                                                                                                                                    |          |   |                                                                                                                                                                    |  
|Total
    operating expenses                                                                            |  |                                                                                                                                                                    | 267,401  |   |                                                                                                                                                                    |  
|                                                                                                        |  |                                                                                                                                                                    |          |   |                                                                                                                                                                    |  
|Income
    (loss) from operations                                                                       |  |                                                                                                                                                                    | (270,528 | ) |                                                                                                                                                                    |  
|                                                                                                        |  |                                                                                                                                                                    |          |   |                                                                                                                                                                    |  
|Other
    expenses (income):                                                                            |  |                                                                                                                                                                    |          |   |                                                                                                                                                                    |  
|Interest
    expense                                                                                    |  |                                                                                                                                                                    | -        |   |                                                                                                                                                                    |  
|Consulting
    fee income                                                                               |  |                                                                                                                                                                    | -        |   |                                                                                                                                                                    |  
|Total
    other expenses-net                                                                            |  |                                                                                                                                                                    | -        |   |                                                                                                                                                                    |  
|                                                                                                        |  |                                                                                                                                                                    |          |   |                                                                                                                                                                    |  
|Net
    income (loss) before income taxes                                                               |  |                                                                                                                                                                    | (270,528 | ) |                                                                                                                                                                    |  
|Provision
    for income tax (expense) benefit                                                          |  |                                                                                                                                                                    | 7,166    |   |                                                                                                                                                                    |  
|                                                                                                        |  |                                                                                                                                                                    |          |   |                                                                                                                                                                    |  
|Net
    income (loss)                                                                                   |  | $                                                                                                                                                                  | (263,362 | ) |                                                                                                                                                                    | $



25







Results
of Operations - Comparison for the three months ended March 31, 2018 and 2017.



Revenues



For
the three months ended March 31, 2018 and 2017, revenues were $395,919 and $725,944 respectively. The decrease in revenue of $330,025,
was due to weather and other working conditions.



Cost
of Sales



For
the three months ended March 31, 2018 and March 31, 2017, cost of construction contracts were $399,046 and $512,343, respectively.
This decrease of $113,297 was due mainly to less production.



Operating
Expenses



Operating
expenses increased $109,550 from $157,851 in 2017 to $267,401 in 2018. The increase is mainly attributable to warrant expense
of $33,988 that wasn’t established in the first quarter of 2017, and an increase in sales commissions of $31,700.



Liquidity
and Capital Resources



As
of March 31, 2018 and December 31, 2017, our cash balance was $168,779 and $248,056, respectively, total assets were $830,413
and $774,212, respectively, and total current liabilities amounted to $832,014 and $546,439, respectively, including loans payable
to related parties of $14,743 and $14,743, respectively. As of March 31, 2018 and December 31, 2017, the total stockholders’
equity (deficiency) was $(1,601) and $227,773, respectively. We may seek additional capital to fund potential costs associated
with expansion and/or acquisitions.



Inflation



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



OFF-BALANCE
SHEET ARRANGEMENTS



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



Item
3. Quantitative and Qualitative Disclosures About Market Risk.



Not
applicable.



26







Item
4. Controls and Procedures.



Disclosure
Controls 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



Item
1. Legal Proceedings.



None.



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.



None
..



Item
3. Defaults upon Senior Securities.



None.



Item
4. Mine Safety Disclosure



Not
Applicable.



Item
5. Other Information.



None.



Item
6. Exhibits.



The
following 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 Agreement (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).



31.1 Sarbanes-Oxley Section 302 certification by Vincent Simonelli



32.2 Sarbanes-Oxley Section 906 certification by Vincent Simonelli



*
Previously filed and Incorporated by reference.



27







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:
    May 21, 2018 | Dream
    Homes & Development Corporation
|---------------------- | -----------------------------------------
|                       |                                          
|                       | By:                                      
|                       |                                          
|                       |                                          



28