UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K



(Mark
One)



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



For
the fiscal year ended December 31, 2017



[  ]
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. 333-174674



DREAM
HOMES & DEVELOPMENT CORPORATION

(Exact
Name of Registrant As Specified In Its Charter)



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



314
South Main Street Forked River, New Jersey 08731

(Address
of Principal Executive Offices and Zip Code)



Registrant’s
Telephone Number, Including Area Code: (609) 693-8881



Securities
registered pursuant to Section 12(b) of the Act: None



Securities
registered pursuant to Section 12(g) of the Exchange Act:



Common
Stock, $.001 par value per share

(Title
of class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [  ] Yes
[X] No



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [  ]
Yes [X] No



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 [X] No



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 (Section 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [  ]
Yes [X] No



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Yes [  ] No



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-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]

(do
not check if smaller reporting company)



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



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter. $0



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.



|Class                              |  | Outstanding
    at April 17, 2018
|---------------------------------- |  | ---------------------------------
|                                   |  |                                  
|Common
    Stock, par value $0.001 |  | 24,041,263                       



List
hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3)
Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described
for identification purposes (e.g., annual report to security holders for fiscal year ended December 31, 2017): None




















TABLE
OF CONTENTS



|                                                                                                                             |  | Page
|---------------------------------------------------------------------------------------------------------------------------- |  | ----
|Special
    Note Regarding Forward-Looking Statements                                                                        |  | 3   
|                                                                                                                             |  |     
|PART
    I                                                                                                                   |  |     
|                                                                                                                             |  |     
|Item
    1. Business                                                                                                         |  | 4   
|Item
    1A. Risk Factors                                                                                                    |  | 12  
|Item
    1B. Unresolved Staff Comments                                                                                       |  | 19  
|Item
    2. Properties                                                                                                       |  | 19  
|Item
    3. Legal Proceedings                                                                                                |  | 19  
|                                                                                                                             |  |     
|PART
    II                                                                                                                  |  |     
|                                                                                                                             |  |     
|Item
    5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 19  
|Item
    6. Selected Financial Data                                                                                          |  | 19  
|Item
    7. Management’s Discussion and Analysis of Financial Condition and Results of Operations                            |  | 20  
|Item
    7A. Quantitative and Qualitative Disclosures About Market Risk                                                      |  | 26  
|Item
    8. Financial Statements and Supplementary Data                                                                      |  | 26  
|Item
    9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                             |  | 27  
|Item
    9A. Controls and Procedures                                                                                         |  | 27  
|                                                                                                                             |  |     
|PART
    III                                                                                                                 |  |     
|                                                                                                                             |  |     
|Item
    10. Directors, Executive Officers and Corporate Governance                                                          |  | 29  
|Item
    11. Executive Compensation                                                                                          |  | 31  
|Item
    12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                  |  | 31  
|Item
    13. Certain Relationships and Related Transactions and Director Independence                                        |  | 32  
|Item
    14. Principal Accounting Fees and Services                                                                          |  | 33  
|                                                                                                                             |  |     
|PART
    IV                                                                                                                  |  |     
|                                                                                                                             |  |     
|Item
    15. Exhibits and Financial Statement Schedules                                                                      |  | 33  
|Signatures                                                                                                                   |  | 34  
|EX-21.1                                                                                                                      |  |     
|EX-23.1                                                                                                                      |  |     
|EX-31.1                                                                                                                      |  |     
|EX-31.2                                                                                                                      |  |     
|EX-32.1                                                                                                                      |  |     
|EX-99.1                                                                                                                      |  |     
|EX-99.2                                                                                                                      |  |     



2







CERTAIN
DEFINITIONS



Unless
the context requires otherwise, all references in this Annual Report on Form 10-K (the “Annual Report”) to “Dream
Homes & Development Corporation,” “Dream” “Company,” “we,” “our” and
“us” refer to Dream Homes & Development Corporation.



SPECIAL
NOTE ON FORWARD-LOOKING STATEMENTS



This
Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that
involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Annual
Report on Form 10-K are forward-looking statements. We have tried, whenever possible, to identify these forward-looking statements
using words such as “anticipates,” “believes,” “estimates,” “continues,” “likely,”
“may,” “opportunity,” “potential,” “projects,” “will,” “expects,”
“plans,” “intends” and similar expressions to identify forward-looking statements, whether in the negative
or the affirmative. These statements reflect our current beliefs and are based upon information currently available to us. Accordingly,
such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause our actual
results, performance or achievements to differ materially from those expressed in, or implied by, such statements.



Forward-looking
statements reflect our management’s expectations or predictions of future conditions, events or results based on various
assumptions and management’s estimates of trends and economic factors in the markets in which we are active, as well as
our business plans. They are not guarantees of future performance. By their nature, forward-looking statements are subject to
risks and uncertainties. Our actual results and financial conditions may differ, possibly materially, from the anticipated results
and financial conditions indicated in these forward-looking statements. There are a number of factors that could cause actual
conditions, events or results to differ materially from those described in the forward-looking statements contained in this Annual
Report. A discussion of factors that could cause actual conditions, events or results to differ materially from those expressed
in any forward-looking statements appears in “Part 1—Item 1A—Risk Factors.”



Readers
are cautioned not to place undue reliance on forward-looking statements in this Annual Report or that we make from time to time,
and to consider carefully the factors discussed in “Part 1—Item 1A—Risk Factors” of this Annual Report
in evaluating these forward-looking statements. These forward-looking statements are representative only as of the date they are
made, and we undertake no obligation to update any forward-looking statement as a result of new information, future events or
otherwise.



Any
forward-looking statement contained herein speaks only as of the date on which we make it. Factors or events that could cause
our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake
no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise,
except as may be required by law.



This
Form 10-K also contains market data related to our business and industry. See Item 1 “Business.” This market data
includes projections that are based on a number of assumptions. If these assumptions turn out to be incorrect, actual results
may differ from the projections based on these assumptions. As a result, our markets may not grow at the rates projected by these
data, or at all. The failure of these markets to grow at these projected rates may have a material adverse effect on our business,
financial condition, results of operations and the market price of our common stock.



3







PART
I



Item
1. Business



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 five years that have passed since Superstorm Sandy flooded 40,000 owner-occupied homes, Dream
Homes has helped hundreds of homeowners to rebuild or raise their homes to comply with new FEMA requirements. 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
anticipates steady growth in this division of the company, since the rebuilding process will occur over the next 15-20 years,
and have an anticipated market value of $3,400,000,000. 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.



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 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.



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.



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.



In
addition to the existing elevation, renovation and new home projects currently in process, Dream Building LLC has also estimated
an additional $5,300,000 worth of residential construction projects and currently has 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.



Management
continues to anticipate steady growth in this division of the company, since the rebuilding process will occur over the next 15-20
years, and is estimated to have a market value of $3,400,000,000. The company anticipates being able to efficiently address 5%
- 10% of this market.





4







Our
Competitive Strengths



The
Company currently offers the following range of services and products: land development and approvals, infrastructure installation,
new single and multi-family construction, engineering & structural design, soil studies, architectural and design/build capabilities,
construction management services, general contracting of all residential single and multi-family construction, helical and timber
pile installation, masonry foundations and concrete work of all varieties, management of home elevation and moving projects and
complete finish requirements for all interior construction. The Company offers comprehensive full turn key solutions, from plan
design through certificate of occupancy, which gives it a competitive advantage over many other construction & development
companies.



In
addition to the above products and services, the Company offers educational and marketing opportunities via the Rebuilding Blog
and the Rebuilding Seminar,



Among
other core strengths, we believe that the “Dream Homes Nearly Famous Rebuilding Seminar”, as well as the informational
blog known as the “Dream Homes Rebuilding Blog” are several of our key competitive advantages. At this time, we are
not aware of any other building and development companies which offer these services to the public.



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. A professional team attends
each seminar and presents on a diverse variety of topics, including expert advice from some or all of the following attendant
at each seminar: architects, engineers, finance people, attorneys, project managers, elevation professionals and builder/general
contractors. The seminar has been extremely successful and very helpful to hundreds of people. In addition, the seminar content
offers unlimited potential for marketing short educational videos, as well as single topic books regarding many aspects of construction
and renovation.



The
“Dream Homes Rebuilding Blog” is an educational platform written by Vincent Simonelli, which offers comprehensive
advice on all aspects of construction and real estate.



This
seminar, as well as the Dream Homes Rebuilding Blog, have been an integral part of the Company’s marketing efforts and will
continue to be in the future. Currently the blog, which is located at http://blog.dreamhomesltd.com , offers a wide variety of
specific knowledge pertaining to construction, development, finance and general real estate matters. Built on a Word Press platform,
the Rebuilding Blog is easily searchable by topic and a very useful resource for this demographic. Homeowners who need to build
or rebuild are excellent candidates for all manner of educational material. As such, Dream Homes currently has in development
a Nearly Famous Rebuilding after Sandy book, mobile application and numerous single topic publications which specifically explain
particular aspects of the rebuilding process.



Common
topics for short books and videos to be developed from Rebuilding Seminar and Rebuilding Blog content will include: Foundation
Systems, Wall Treatments, Elevating your Home to Allow for a Basement, Adding a Garage, Waterproofing below the Flood Plain, Cost/Benefit
Analysis of Various Improvements, Siding and Roofing Options and numerous other subjects.



5







Our
Growth Strategy



The
Company has 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 information, as well as specific construction services. Due to the damage caused by the storm,
as well as the material changes in the FEMA flood maps which now require over 30,000 homeowners along the New Jersey coastline
to elevate their homes, the management team of Dream feels that pursuing new home construction and elevation/renovation projects
will continue to produce a stable revenue stream for the company.



In
addition to the Company’s current projects, 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.



Management
anticipates steady growth in this division of the company, since the rebuilding process will occur over the next 15-20 years,
and have a market value of $3,400,000,000. The company anticipates being able to efficiently address 5% - 10% of this market.



Properties
& other assets



In
regard to the category of real estate development, Dream Homes has acquired a contract for the development and construction of
58 new townhomes in central Ocean County, NJ. This acquisition was made for common stock and occurred in the 4th quarter of 2016.
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 is also 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.



Additional
information regarding these properties as well as other properties which the Company is working on currently can be found in the
Management Discussions section below.





6







Finance
and credit facilities



Dream
Homes has secured a line of credit from a private lender for general working capital. This credit line is structured on an on-demand
basis, bears an interest rate of 12% APR charged only for funds in use, and is in the amount of $50,000. Though there are no specific
uses for this facility at this time, management anticipates that it will be utilized to further expand various aspects of the
company. The lender has indicated willingness to fund future real-estate based investments (such as acquisition of buildable lots,
construction of new single family homes and single family home purchases for renovation), on an ongoing basis.



Our
Products and Services



In
addition to educational software, the Rebuilding Blog and the Rebuilding Seminar, the Company offers the following range of services
and products: engineering & structural design, soil studies, architectural and design/build capabilities, construction management
services, general contracting of all residential single and multi-family construction, helical and timber pile installation, masonry
foundations and concrete work of all varieties, management of home elevation and moving projects and complete finish requirements
for all interior construction. In the construction space, the Company offers a full turn key solution, from plan design through
certificate of occupancy.



Marketing,
Sales and Subscriber Support



One
of the Company’s most significant strengths is in social media and digital marketing. Due to the fact that content is being
regularly generated through the blog and the seminars, there is a constant stream of new information that is being placed on Facebook,
Twitter, the Rebuilding Blog and other media channels. The Company’s Dream Building subsidiary is regularly ranked on the
first page in Google searches and is a strong source of new inquiries and recurring business. The Company’s web site can
be found at www.dreamhomesltd.com and the blog at http://blog.dreamhomesltd.com .



Concentrations



Currently
the concentrations of the Company’s operations fall into 3 broad categories, as follows: New construction & development
on single lots, renovation/elevation work, and new subdivisions for single and multi-family homes.



7







Our
Markets



The
Company seeks to become a fully integrated real estate company specializing in the elevation and moving of homes, development
and sale of approved and improved land, and construction of townhouses, single-family homes and various residential properties
located throughout southern New Jersey. Our principal real estate operations are currently conducted in the central & southern
part of the State of New Jersey, although it is our intention to expand into additional markets based on market demand. It is
our observation that the fundamental value of the land in southern New Jersey, particularly areas affected by Storm Sandy and
represented by Ocean, Monmouth, Atlantic, Cape May, is currently at pricing levels which have not been seen in New Jersey for
10 – 15 years.



Because
of the reduction in land values in New Jersey to levels that we feel represent attractive investment opportunities, we have the
opportunity to offer homes at more competitive and affordable pricing levels. Our ability to offer elevation management, complete
renovation, demolition and new construction and full architectural and engineering services gives us the ability to offer all
clients a full range of services.



Our
initial investment goal is to evaluate each property to determine the best path to take in order to maximize potential return
for that particular property. With new construction, our intention is to purchase either fully improved or at least fully approved
properties. Fully approved properties includes those having all the entitlements and permits in hand, and as needed, to post performance
guarantees and/or file subdivision maps, and/or proceed with infrastructure construction, such as utilities, roads and other site
improvements. With new construction, we have adopted this business model to help reduce our exposure to the many risks and costs
associated with land development.



From
time to time, and as we come across an outstanding investment opportunity in land development priced at a level that justifies
the inherent risks and costs associated with land development, the Company may contract for, and will bring through the approval
process, various types of raw land. The Company will continue to allocate capital in the pursuit of approvals, since the risk/reward
of developmental activity is so great. It should be noted that we do not generally take ownership of the property until the approval
process has been completed, but rather control the property through contracts and options. In these instances, if we should fail
to obtain approvals for any reason, whether through unsuitability, change of zoning or other factors, our loss shall be limited
to the money expended for the approvals to that date. Our planned business model includes the acquisition, construction, and sale
of a variety of residential properties, including construction of entry-level and first time move-up single-family and multi-family
homes.



8







In
addition to offering traditional stick frame construction of our homes, we may also offer modular and manufactured homes, townhomes
and condominiums.



In
our opinion, the most effective business model for residential development and construction is to target the largest current and
future segment of the home buying market, which appears to be primarily first-time and move-up purchasers, as well as those homeowners
forced to move or relocate due to Storm Sandy, another storm related event, or obsolescence of their existing property. According
to Zillow (http//www.zillow.com/local-info/NJ-hjome-value/r40/), the optimum size and price range for a starter or first
time- move up single family home is 1600 – 2000 square feet and $180,000 - $230,000. Townhomes and condominium preferred
size and price range is 1400 – 1800 square feet and $170,000 - $220,000.



In
our opinion, the southern New Jersey real estate market represents one of the most attractive real estate investment opportunities,
with the greatest opportunity for future appreciation being concentrated in Ocean, Atlantic, Cape May, Monmouth and Middlesex
counties. These areas primarily fall within 1-hour driving time, and serve as “bedroom” communities for, the Atlantic
City, New York and Philadelphia metropolitan areas. In our opinion, the residential housing demand in this area, particularly
in the market segments which we intend to address, enjoys a fundamental support level, based on several factors. These factors
include excellent air, rail and road infrastructure, Atlantic City casino and support services, tourism, and a central location
between Philadelphia and New York. Additionally, there has been a chronic affordable housing shortage throughout New Jersey and
all indication are that condition will continue fot the foreseeable future. This situation plays well into the Company’s
strengths, which are focused on entry level or first time move up housing, as well as elevations and renovations of existing damaged
homes. Finally, all of these market areas have tremendous growth potential due to the effects of Storm Sandy on the available
housing supply.



In
addition, historically and according to the NJ Housing Affordability Index (http://www.yourhousefast.com/housing-affor-index.asp)
which is currently 126, home ownership is more affordable than renting. In this case, the index being above 100 signifies that
a family earning the median income has 26% more income than is necessary to qualify for a mortgage loan on a median-priced home,
and therefore housing prices in these areas offer much better value than comparable properties in the North Jersey, New York and
Philadelphia areas.



Nationwide,
affordability is at an all-time high. According to the National Association of Home Builders, the Housing Opportunity Index (HOI)
is at a record level, with 75.9% of all new and existing homes sold in the fourth quarter of 2011 considered to be affordable
to families earning the national median income of $64,200. See http://www.nahb.org/news_details.aspx?sectionID-135&newsID-15036for more detail.



Zillow
and the NJ Housing Affordability Index are publicly available at the web citations noted above, are constantly updated, and the
Company’s management believes them to be accurate and reliable.



Employees



The
company relies on certain administrative & payroll support for employees from Dream Homes Ltd., which currently owns 17.91%
of the Company. DHL provides payroll services that includes the 2 officers of the Company, as well as certain employees and allocates
payroll proportionately as required.



There
are currently 13 full time employees, including 2 officers, in addition to a number of part time employees on an as-needed basis,
who are being compensated under this arrangement. These include, but are not limited to, the following people listed below. As
of December 31, 2017, the Company has not entered into any employment or consulting agreements.





9







The
management team, which consists of the present officers of the corporation as well as others who are considered key personnel,
is as follows:



Vincent
Simonelli, President, CEO, Chairman



Kathleen
Dotoli, Esq., Director



Rich
Pezzullo, Director, VP Information services



Valerie
Jones, Secretary and VP Human Resources



Joseph
Pascucci, VP Business Development



Louis
A. Obsuth, VP Sales



Mark
Sampson, Regional Supervisor



Dave
Shaheen,Esq., General Counsel, Real Estate



John
Bonello, Esq., General Counsel, Litigation



Christopher
Dieterich, Esq., Securities Counsel and overall moral authority figure



Vincent
Simonelli, CEO, Director and President: Dream Homes & Development Corp.’s senior manager and principal, Vincent
C. Simonelli, has over 24 years of active experience in real estate finance, development, construction and marketing. Currently,
Mr. Simonelli is President and Chairman for Dream Homes & Development Corp., and Managing Member of Dream Building LLC. Since
1993, Mr. Simonelli has developed, built and marketed over 200,000 square feet of commercial and over 1700 residential dwellings.
Mr. Simonelli’s knowledge of the developmental and approval process throughout New Jersey makes him qualified to lead the
Company in its real estate acquisition and development efforts. Mr. Simonelli attended Montclair State College, the NY Institute
of Finance, and Ocean County College.



Kathleen
M. Dotoli, Esquire, Director: Kathleen a member of the Ocean County Bar and a Worker’s Compensation and Social Security
Disability law specialist in NJ. And is one of the top ten practitioners in the New Jersey in those fields. Kathleen has personally
conferenced, settled and/or tried over one thousand workers’ compensation claims during the course of twenty-two year legal
career, addressing such issues as state temporary disability liens, private health care subrogation claims, Medicare lien issues
and set-aside trusts, child support liens, and outstanding medical bills. Kathleen is a Juris Doctor, Quinnipiac University School
of Law 1994, Hamden CT; Bachelor of Science, Fairleigh Dickinson University, 1990 Hackensack, NJ.



Kathleen
is a board member of the American Red Cross, a board trustee, Co-Chair for the Worker’s Compensation and member of the Pro-Bono
Committees for the Ocean County Bar Association, an executive member of the NJ State Bar, and member of the NJ State and American
Bar Associations.



Richard
Pezzullo, Director, VP Information Services: Richard Pezzullo is a graduate of Cornell University and served 20 years in the
US Army Reserve, attaining the rank of Major. Since 1990, he has built and continues to run Netcentric Computer Solutions, which
provides Information Technology and CTO/CIO services and currently support over 15,000 workstations in 60 locations throughout
the US, UK, Japan and Morocco.



Mr.
Pezzullo regularly advises managers on the operational ramifications of decisions made regarding software deployment, employee
retention and project implementation, and over the past 15 years his breadth of knowledge across industry lines has been beneficial
to Dream’s senior management. Rich lives in Freehold, NJ with his wife and has 3 children in college and graduate school.



Valerie
Jones, Secretary and VP Human Resources: Valerie is responsible for the recruiting, hiring, supervision and the training of
office and field staff. She is responsible for the development of policy and procedures as well as the implementation of company
protocol. Valerie provides strategic leadership in all facets of human resource management, oversees the daily management of all
accounting operations and maintains all customer contracts, vendor accounts and payroll service. Valerie continues her education
with the attendance of educational seminars and classes and has been with the company since 2011.





10







Joseph
Pascucci, VP Business Development Joe is a seasoned veteran of the industry with extensive sales management and marketing
experience. He spent the past 5 years with a competitor and turned the company around from bankruptcy by creating a new line of
business that generated over $20 million in sales. He has an MBA from Fordham University and is an adjunct professor at Stockton
University. Joe has expertise in new home construction and elevations, as well as federal Community Development Block Grants.



Louis
A. Obsuth, VP Sales: Lou A. Obsuth is a retired Passaic County detective, a Point Pleasant resident for over 20 years and
has successfully run Jersey Proud Modular in Point Pleasant for the last 8 years. Lou has extensive experience in modular and
elevation construction, as well as general sales and marketing and heads the Company’s Modular Division.



Mark
Sampson, Regional Supervisor:Mark Sampson has been with the Company for 6 years and manages a number of projects for Dream
Homes. Mark has extensive experience in all phases of carpentry, framing, client and team management.



Dave
Shaheen,Esq., General Counsel, Real Estate



John
Bonello, Esq., General Counsel, Litigation



Christopher
Dieterich, Esq., Securities Counsel and overall moral authority figure



MANAGEMENT
POLICIES



It
is the policy of management to conduct the business of the company under generally accepted practices, complying with all rules
and regulations, which govern this type of business. The Company has also adopted a Code of Ethics which must be followed by all
members of the management team and which is filed as Exhibit 14.1 hereto.



Legal
Proceedings



To
the knowledge of the officers and directors of the Company, neither the Company nor any of its officers or directors is a party
to any material legal proceeding or litigation and such persons know of no material legal proceeding or litigation contemplated
or threatened. Additionally, there are no judgments against the Company or its officers or directors. None of the officers or
directors has been convicted of a felony or misdemeanor relating to securities or performance in corporate office.



Facilities



The
Company currently occupies a 2000 square foot office space at 314 S. Main Street in Forked River, NJ which is rented for $2,000
per month, on a net, net basis. The Company also maintains a design showroom at 2109 Bridge Avenue in Point Pleasant, which is
leased at $2200 per month on a net basis.





11







Item
1A. Risk Factors



The
Purchase of the Shares is highly speculative and involves a high degree of risk. Each prospective Investor is urged to consider
carefully the risk factors discussed below, in addition to the risks set forth elsewhere, in determining whether an investment
in the Company should be made and is appropriate for them. You should not invest in our common stock unless you can afford to
lose your entire investment and you are not dependent on the funds you are investing.



Our
Board of Directors contains one independent director.



Our
board is composed of three members, Vincent Simonelli, Kathleen Dotoli & Richard Pezzullo. Mr. Simonelli and affiliated companies,
current own or control 56.80% of the issued and outstanding common stock shares of Dream Homes & Development Corporation.
Kathleen Dotoli is the second board member and an independent director. Mr. Pezzullo is an employee of Dream Homes, serving as
the VP of Information Technology, as well as third member of the board. The NASDAQ is the exchange that we selected in order to
determine whether our directors and committee members meet the independence criteria of a national securities exchange, as required
by Item 407(a)(1) of Regulation S-K. An independent director means a person who is not an employee (or a relative of an employee),
who has no material business relationship with the company, and is not a significant owner of the company’s shares. Due
to our small size, the Company does not presently have a separately designated audit committee, compensation committee, or nominating
committee.



Our
home sales and operating revenues could decline due to macro-economic and other factors outside of our control, such as changes
in consumer confidence and declines in employment levels.



Changes
in national and regional economic conditions, as well as local economic conditions where we conduct our operations and where prospective
purchasers of our homes live, may result in more caution on the part of homebuyers and, consequently, fewer home purchases. These
economic uncertainties involve, among other things, conditions of supply and demand in local markets and changes in consumer confidence
and income, employment levels, and government regulations. These risks and uncertainties could periodically have an adverse effect
on consumer demand for and the pricing of our homes, which could cause our operating revenues to decline. Failure to achieve revenues,
or a reduction in our revenues once achieved, could, in turn, negatively affect the market price of our securities. The homebuilding
industry is cyclical, has from time to time experienced significant difficulties, and is significantly affected by changes in
general and local economic conditions such as:



●
employment levels and job growth;

●
availability of financing for home buyers;

●
interest rates;

●
consumer confidence;

●
housing demand; and

●
population growth.



An
oversupply of alternatives to new homes, such as rental properties and used homes could depress prices and reduce margins for
the sale of new homes.



Weather
conditions and natural disasters such as hurricanes, tornadoes, earthquakes, floods and fires can harm the local homebuilding
business.



The
difficulties described above could cause us to take longer and incur more costs to build our homes. We may not be able to recapture
increased costs by raising prices in many cases because we fix our new home prices up to twelve months in advance of delivery
by signing home sales contracts. In addition, some home buyers may cancel or not honor their home sales contracts altogether.





12







A
substantial increase in mortgage interest rates or unavailability of mortgage financing may reduce consumer demand for our homes.



Virtually
all purchasers of our homes finance their acquisitions through lenders providing mortgage financing. A substantial increase in
mortgage interest rates or unavailability of mortgage financing would adversely affect the ability of prospective first time and
move-up homebuyers to obtain financing for our homes, as well as adversely affect the ability of prospective move-up homebuyers
to sell their current homes. As a result, once we commence sales, our margins, revenues, and cash flows may also be adversely
affected.



If
we are unsuccessful in competing against our homebuilding competitors, our market share could decline or our growth could be impaired
and, as a result, our financial results could suffer. Notwithstanding that potential risk, the barriers to entry in the elevation/renovation
portion of our business are very high, primarily due to the complexity of the home elevation process.



Though
competition in the homebuilding industry is intense, and there are relatively low barriers to entry into the new home building
business, there is markedly less competition in the elevation/renovation portion of the business. This is primarily due to the
complexity and technical difficulty of the home elevation business. Increased competition in the new home building business could
hurt our business, as it could prevent us from acquiring attractive parcels of land on which to build homes or make such acquisitions
more expensive, hinder our market share expansion, and lead to pricing pressures on our homes that may adversely impact our margins
and revenues. If we are unable to successfully compete, our financial results could suffer and the value of, or our ability to
service, our debt, including the notes, could be adversely affected.



In
the elevation/renovation portion of our business, competition has lessened over the last several years, due to the reasons listed
above. Consequently, the Company’s market share of this portion of our business has increased, as competitors have abandoned
the elevation / renovation business and focused on new home construction, which is markedly less difficult than completing elevation
projects.



We
could experience a reduction in new home sales and revenues or reduced cash flows due to our inability to acquire land for our
housing developments if we are unable to obtain reasonably priced financing to support our homebuilding activities. Notwithstanding,
the elevation/renovation portion of our business should suffer little or no effect for these reasons, since the primary source
of funds for this type of project is private and client based.



The
new homebuilding industry is capital intensive, and homebuilding requires significant up-front expenditures to acquire land and
begin development. Accordingly, we incur substantial indebtedness to finance our homebuilding activities. Although we believe
that internally generated funds and available borrowings under our revolving credit facility will be available to fund our capital
and other expenditures (including land purchases in connection with ordinary development activities), the amounts available from
such sources may not be sufficient. If such sources are not sufficient, we would seek additional capital in the form of equity
or debt financing from a variety of potential sources, including additional bank financing and/or securities offerings. The amount
and types of indebtedness which we may incur are limited by the terms of the indentures governing the notes and our other existing
debt.



Although
as noted above, the new homebuilding industry is very capital intensive, the elevation/renovation portion of our business should
suffer little or no effect, since the primary source of funds for this type of project is private and client based. At this time
approximately 75% of our revenue is based on elevation/renovation work, which is not subject to any great degree to the availability
or lack thereof, of institutional capital. The Company may need to seek out loans from banks to finance these projects. 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 Company to provide those guarantees, the financing of
the deals may be adversely affected. The exact amount of funding required for each 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 for each individual
property.



We
are subject to extensive government regulation which could cause us to incur significant liabilities or restrict our business
activities.



Changes
in regulatory requirements could cause us to incur significant liabilities and operating expenses and could restrict our business
activities. We are subject to local, state and federal statutes and rules regulating, among other things, certain developmental
matters, building and site design, and matters concerning the protection of health and the environment.





13







We
may incur additional operating expenses due to compliance programs or fines, penalties and remediation costs pertaining to environmental
regulations within our markets.



We
are subject to a variety of local, state, and federal statutes, ordinances, rules, and regulations concerning the protection of
health and the environment. The particular environmental laws, which apply to any given community, vary greatly according to the
community site, the site’s environmental conditions, and the present and former use of the site. Environmental laws may
result in delays, may cause expensive compliance programs and us to implement time consuming and may prohibit or severely restrict
development in certain environmentally sensitive regions or areas. From time to time, the United States Environmental Protection
Agency and similar federal or state agencies review homebuilders’ compliance with environmental laws and may levy fines
and penalties for failure to strictly comply with applicable environmental laws or impose additional requirements for future compliance
as a result of past failures. Any such actions taken with respect to us may increase our costs. Further, we expect that increasingly
stringent requirements will be imposed on homebuilders in the future. Environmental regulations can also have an adverse impact
on the availability and price of certain raw materials such as lumber.



We
may be subject to significant potential liabilities because of construction defect, product liability, and warranty claims made
against us.



As
a homebuilder, we have been, and continue to be, subject to construction defect, product liability, and home warranty claims,
including moisture intrusion and related mold claims, arising in the ordinary course of business. These claims are common to the
homebuilding industry and can be costly.



With
respect to certain general liability exposures, including construction defect, moisture intrusion and related mold claims and
product liability, interpretation of underlying current and future trends, assessment of claims and the related liability and
reserve estimation process is highly judgmental due to the complex nature of these exposures, with each exposure exhibiting unique
circumstances. Furthermore, once claims are asserted for construction defects, it is difficult to determine the extent to which
the assertion of these claims will expand geographically. Although we have obtained insurance for construction defect claims,
such policies may not be available or adequate to cover any liability for damages, the cost of repairs, and/or the expense of
litigation surrounding current claims, and future claims may arise out of uninsurable events or circumstances not covered by insurance
and not subject to effective indemnification agreements with our subcontractors.



Our
operating expenses could increase if we are required to pay higher insurance premiums or litigation costs for claims involving
construction defect and product liability claims, which could cause our net income to decline.



The
costs of insuring against construction defect and product liability claims are high, and the amount and scope of coverage offered
by insurance companies is currently limited. This coverage may be further restricted and may become more costly.



Increasingly
in recent years, lawsuits (including class action lawsuits) have been filed against builders, asserting claims of personal injury
and property damage caused by the presence of mold in residential dwellings. Our insurance may not cover all of the claims, including
personal injury claims, arising from the presence of mold, or such coverage may become prohibitively expensive. If we are not
able to obtain adequate insurance against these claims, we may experience losses that could reduce our net income and restrict
our cash flow available to service debt.



Historically,
builders have recovered from subcontractors and their insurance carriers a significant portion of the construction defect liabilities
and costs of defense that the builders have incurred. Insurance coverage available to subcontractors for construction defects
is becoming increasingly expensive, and the scope of coverage is restricted. If we cannot effectively recover from our subcontractors
or their carriers, we may suffer greater losses which could decrease our net income.





14







Raw
material and labor shortages and price fluctuations could delay or increase the cost of new home construction and adversely affect
our operating results.



The
homebuilding industry has from time to time experienced raw material and labor shortages. In particular, shortages and fluctuations
in the price of lumber or in other important raw materials could result in delays in the start or completion of, or increase the
cost of, developing one or more of our residential communities. In addition, we contract with subcontractors to construct our
homes. Therefore, the timing and quality of our construction depends on the availability, skill and cost of our subcontractors.
Delays or cost increases caused by shortages and price fluctuations could harm our operating results, the impact of which may
be further affected by our ability to raise sales prices.



We
experience fluctuations and variability in our operating results on a quarterly basis and, as a result, our historical performance
may not be a meaningful indicator of future results.



Our
operating results in a future quarter or quarters may fall below expectations of securities analysts or investors and, as a result,
the market value of the common stock, whether trading or not, may fluctuate. Because of such variability, our historical performance
may not be a meaningful indicator of future results. Our quarterly results of operations may continue to fluctuate in the future
because of a variety of both national and local factors, including, among others:



●
the timing of home closings and land sales;

●
our ability to continue to acquire additional land or secure option contracts to acquire land on acceptable terms;

●
conditions of the real estate market in areas where we operate and of the general economy;

●
raw material and labor shortages;

●
seasonal home buying patterns; and

●
other changes in operating expenses, including the cost of labor and raw materials, personnel and general economic conditions.



Our
future growth may include additional acquisitions of companies that may not be successfully integrated and may not achieve expected
benefits.



Acquisitions
of companies may contribute to our growth and be a component of our growth strategy. Consistent with this strategy, we may engage
in discussions with and evaluate potential acquisition targets, some of which may be significant, although we currently have no
binding definitive agreements for any significant acquisitions of companies. In the future, we may acquire other businesses. Because
of acquisitions of companies, we may need to seek additional financing and integrate product lines, dispersed operations, and
distinct corporate cultures. These integration efforts may not succeed or may distract our management from operating our existing
business. Additionally, we may not be able to enhance our earnings because of acquisitions. Our failure to successfully manage
future acquisitions could harm our operating results.



The
occurrence of natural disasters could increase our operating expenses and reduce our revenues and cash flows.



The
climates and geology of the states in which we operate (currently solely located within New Jersey) present increased risks of
natural disasters. To the extent that hurricanes, severe storms, droughts, floods, wildfires or other natural disasters or similar
events occur, our homes that might be under construction in the future or any of our building lots in such states could be damaged
or destroyed, which may result in losses exceeding our insurance coverage. Any of these events could increase our operating expenses,
impair our cash flows, and reduce our revenues, which could, in turn, negatively affect the market price of our securities.



Future
terrorist attacks against the United States or increased domestic or international instability could have an adverse effect on
our operations.



Adverse
developments in the war on terrorism, future terrorist attacks against the United States, or any outbreak or escalation of hostilities
between the United States and any foreign power, including the armed conflict with Iraq, may cause disruption to the economy,
our company, our employees and our customers, which could adversely affect our revenues, operating expenses, and financial condition.





15







Compliance
with changing regulation of corporate governance and public disclosure may result in additional expenses, which as a smaller public
company may be disproportionately high.



Changing
laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, new
SEC regulations, and stock market rules, are creating uncertainty for development companies such as us. These new and changing
laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as
a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which
could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure
and governance practices. As a result, our efforts to comply with evolving laws, regulations, and standards will likely result
in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities
to compliance activities. If we are unable to comply with the newly enacted JOBS Act regulations, which lessen if not eliminate
the harsher impact of some of the reporting requirements, expenses will remain higher than other companies which are able to meet
the new rules. In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act and the related regulations regarding
our required assessment of our internal controls over financial reporting and our independent registered public accounting firm’s
audit of that assessment will require the commitment of significant financial and managerial resources. We expect these efforts
to require the continued commitment of significant resources. Further, our board members, chief executive officer, and chief financial
officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we
may have difficulty attracting and retaining qualified board members and executive officers, which could slow down our business.
If we are unable to fully comply with new or changed laws, regulations and standards, or if our efforts differ from the activities
intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed and our stock
price may suffer.



Failure
to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have
a material adverse effect on our business and operating results. In addition, current and potential stockholders could lose confidence
in our financial reporting, which could have an adverse effect on our stock price.



Effective
internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide
reliable financial reports or prevent fraud, our operating results could be harmed. If we are unable to maintain the status of
“Emerging Growth Company”, we will be required to document and test our internal control procedures in order to satisfy
the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness
of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing
these assessments. Although we intend to augment our internal controls procedures and expand our accounting staff, there is no
guarantee that this effort will be adequate.



We
may need additional capital in the future, but there is no assurance that funds will be available on acceptable terms.



We
may need to raise additional funds in order to achieve growth or fund other business initiatives. This financing may not be available
in sufficient amounts or on terms acceptable to us and may be dilutive to existing stockholders. Additionally, any securities
issued to raise funds may have rights, preferences or privileges senior to those of existing stockholders. If adequate funds are
not available or are not available on acceptable terms, our ability to expand, develop or enhance services or products, or respond
to competitive pressures will be limited.



RISKS
RELATING TO OUR COMMON SHARES



You
will not receive dividend income from an investment in the shares and as a result, you may never see a return on your investment.



We
have never declared or paid a cash dividend on our shares nor will we in the foreseeable future. We currently intend to retain
any future earnings, if any, to finance the operation and expansion of our business. Accordingly, investors who anticipate the
need for immediate income from their investments by way of cash dividends should refrain from purchasing any of the securities
offered by our company. As we do not intend to declare dividends in the future, you may never see a return on your investment
and you indeed may lose your entire investment.





16







Rule
144



In
general, persons who have beneficially owned restricted shares of our common stock for at least six months, and any affiliate
of the company who owns either restricted or unrestricted shares of our common stock, are entitled to sell their securities without
registration with the SEC under an exemption from registration provided by Rule 144 under the Securities Act.



Non-Affiliates



Any
person who is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding a
sale, may sell an unlimited number of restricted securities under Rule 144 if:



|● | the
    restricted securities have been held for at least six months (including the holding period of any prior owner other than one
    of our affiliates);
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                             
|● | we
    have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale; and                                      
|  |                                                                                                                                                             
|● | we
    are current in our Exchange Act reporting at the time of sale.                                                                                       



Affiliates



Persons
seeking to sell restricted securities who are our affiliates at the time of, or any time during the three months preceding, a
sale, would be subject to the restrictions described above. They are also subject to additional restrictions, by which such person
would be required to comply with the manner of sale and notice provisions of Rule 144 and would be entitled to sell within any
three-month period only that number of securities that does not exceed the greater of either of the following:



|● | the
    average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form
    144 with respect to the sale.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



Additionally,
persons who are our affiliates at the time of, or any time during the three months preceding, a sale may sell unrestricted securities
under the requirements of Rule 144 described above, without regard to the six month holding period of Rule 144, which does not
apply to sales of unrestricted securities.



Unlimited
Resales by Non-Affiliates



Any
person who is not deemed to have been an affiliate of ours at the time of, or at any time during the three months preceding, a
sale and has held the restricted securities for at least one year, including the holding period of any prior owner other than
one of our affiliates, will be entitled to sell an unlimited number of restricted securities without regard to the length of time
we have been subject to Exchange Act periodic reporting or whether we are current in our Exchange Act reporting.



Our
common stock is a “Penny Stock,” and compliance with requirements for dealing in penny stocks may make it difficult
for holders of our common stock to resell their shares.



Our
common stock is currently listed in the public market in what is known as the over-the-counter market and at least for the foreseeable
future, our common stock will be deemed to be a “penny stock” as that term is defined in Rule 3a51-1 under the Securities
Exchange Act of 1934. Rule 15g-2 under the Exchange Act requires broker/dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain from these investors a manually signed and dated written acknowledgement
of receipt of the document before effecting a transaction in a penny stock for the investor’s account. Compliance with these
requirements may make it more difficult for holders of our common stock to resell their shares to third Parties or otherwise,
which could have a material adverse effect on the liquidity and market price of our common stock.





17







Penny
stocks are stocks with a price of less than $5.00 per share unless traded on NASDAQ or a national securities exchange.



Penny
stocks are also stocks, which are issued by companies with Net tangible assets of less than $2.0 million (if the issuer has been
in continuous operation for at least three years); or $5.0 million (if in continuous operation for less than three years); or
average revenue of less than $6.0 million for the last three years.



Our
stock price may fluctuate significantly, and you may not be able to resell your shares at or above the current market price.



The
trading price of our common stock is likely to be volatile and subject to wide price fluctuations in response to various factors,
including:



| | ● | regulatory
    or political developments;                                                   
| | - | --------------------------------------------------------------------------------------------
| |   |                                                                                             
| | ● | market
    conditions in the broader stock market;                                          
| |   |                                                                                             
| | ● | actual
    or anticipated fluctuations in our quarterly financial and results of operations;
| |   |                                                                                             
| | ● | introduction
    of new products or services by us or our competitors;                      
| |   |                                                                                             
| | ● | issuance
    of new or changed securities analysts’ reports or recommendations;             
| |   |                                                                                             
| | ● | investor
    perceptions of us and the construction industry;                               
| |   |                                                                                             
| | ● | sales,
    or anticipated sales, of large blocks of our stock;                              
| |   |                                                                                             
| | ● | additions
    or departures of key personnel;                                               
| |   |                                                                                             
| | ● | litigation
    and governmental investigations; and                                         
| |   |                                                                                             
| | ● | changing
    economic conditions.                                                           



These
and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent
investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock.
In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted
securities class action litigation against the Company that issued the stock. If any of our stockholders were to bring a lawsuit
against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of
our management from our business.



Sales
of substantial amounts of our common stock in the public markets, or the perception that such sales might occur, could reduce
the price of our common stock and may dilute your voting power and your ownership interest in us.



If
our existing stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock
could decrease significantly. The perception in the public market that our existing stockholders might sell shares of common stock
could also depress our market price





18







Insiders
have substantial control over us and could limit your ability to influence the outcome of key transactions, including a change
of control.



As
of December 31, 2017, our principal stockholders, directors, and executive officers and entities affiliated with them owned approximately
	79.0 % of the outstanding shares of our common stock. As a result, these stockholders, if acting together, would be able to
influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers
or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you
disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing,
or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their
common stock as part of a sale of our company and may materially adversely affect the market price of our common stock.



As
a public company, we are required to:



| | ● | Prepare
    and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal
    securities laws and OTCBB rules;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                  
| | ● | create
    or expand the roles and duties of our board of directors and committees of the board;                                                                                 
| |   |                                                                                                                                                                                  
| | ● | maintain
    a more comprehensive financial reporting and disclosure compliance functions;                                                                                       
| |   |                                                                                                                                                                                  
| | ● | maintain
    an accounting and financial reporting department, including personnel with expertise in accounting and reporting for a public
    company;                          
| |   |                                                                                                                                                                                  
| | ● | enhance
    and formalize closing procedures at the end of our accounting periods;                                                                                               
| |   |                                                                                                                                                                                  
| | ● | maintain
    an internal audit function;                                                                                                                                         
| |   |                                                                                                                                                                                  
| | ● | enhance
    our investor relations function;                                                                                                                                     
| |   |                                                                                                                                                                                  
| | ● | establish
    and maintain new internal policies, including those relating to disclosure controls and procedures; and                                                            
| |   |                                                                                                                                                                                  
| | ● | involve
    and retain to a greater degree outside counsel and accountants in the activities listed above.                                                                       



These
requirements entail a significant commitment of additional resources. We may not be successful in implementing these requirements
and implementing them could adversely affect our business or results of operations. In addition, if we fail to implement the requirements
with respect to our internal accounting and audit functions, our ability to report our results of operations on a timely and accurate
basis could be impaired.



Item
1B. Unresolved Staff Comments



None.



Item
2. Properties



Our
corporate headquarters are located at 314 South Main Street, Forked River, NJ 08731.



Item
3. Legal Proceedings



We
currently are not subject to any material litigation or regulatory proceedings.



PART
II



Item
5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities



The
common stock is currently traded on the OTCQB under the ticker symbol DREM.



There
are currently 24,041,263 shares of common stock issued and outstanding held by approximately 58 holders of record.



Item
6. Selected Financial Data



The
following selected financial data has been derived from and should be read in conjunction with our financial statements and related
notes in Item 15 of this report and our Management’s Discussion and Analysis of Financial Condition and Results of Operations
in Item 7 of this report.



|                                             |  | December
    31, 2017 |           |  | December
    31, 2016 |  
|-------------------------------------------- |  | --------------------- | --------- |  | --------------------- | -
|Statements
    of Income:                    |  |                       |           |  |                       |  
|Revenue                                      |  | $                     | 2,939,634 |  |                       | $
|Gross
    profit                             |  |                       | 969,813   |  |                       |  
|Income
    (loss) from continuing operations |  |                       | 19,938    |  |                       |  
|Net
    income (loss)                        |  | $                     | 12,772    |  |                       | $
|Basic
    and diluted                        |  | $                     | .00       |  |                       | $
|Balance
    Sheet Data:                      |  |                       |           |  |                       |  
|Cash
    and cash equivalents                |  | $                     | 248,056   |  |                       | $
|Total
    assets                             |  |                       | 774,212   |  |                       |  
|Total
    liabilities                        |  |                       | 546,439   |  |                       |  
|Total
    equity                             |  | $                     | 227,773   |  |                       | $





19







Item
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



Forward-Looking
Statements



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



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



(a)
potential fluctuation in quarterly results;





20







(b)
our failure to earn revenues or profits;



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



(d)
inadequate capital to continue business;



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



(f)
rapid and significant changes in markets;



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



(h)
insufficient revenues to cover operating costs.



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



PLAN
OF OPERATION



Building
on a history of over 1,500 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 is scheduled for hearing on April 11, 2018. Assuming zoning approval,
a planning board application will be made shortly afterward. 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.



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.





22







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.



These
5 new developments with offered, signed letters of intent, as well as the three 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.



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.



Critical
Accounting Policies and Estimates



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



Net
Income (Loss) Per Common Share



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



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



23







RESULTS
OF OPERATIONS – DREAM HOMES & DEVELOPMENT CORPORATION



The
summary of selected financial data table below



DREAM
HOMES & DEVELOPMENT CORPORATION



STATEMENTS
OF OPERATIONS



|                                                                                                                 |  | Year
    ended December 31, 2017 |           |  | Year
    ended December 31, 2016 |  
|---------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | --------- |  | -------------------------------- | -
|                                                                                                                 |  |                                  |           |  |                                  |  
|Revenue:                                                                                                         |  |                                  |           |  |                                  |  
|Construction
    contracts                                                                                       |  | $                                | 2,939,634 |  |                                  | $
|Educational
    software and products                                                                            |  |                                  | -         |  |                                  |  
|Total
    revenue                                                                                                |  |                                  | 2,939,634 |  |                                  |  
|                                                                                                                 |  |                                  |           |  |                                  |  
|Cost
    of construction contracts                                                                               |  |                                  | 1,969,821 |  |                                  |  
|                                                                                                                 |  |                                  |           |  |                                  |  
|Gross
    profit                                                                                                 |  |                                  | 969,813   |  |                                  |  
|                                                                                                                 |  |                                  |           |  |                                  |  
|Operating
    Expenses:                                                                                          |  |                                  |           |  |                                  |  
|Selling,
    general and administrative, including stock based compensation of $66,864 and $19,500, respectively |  |                                  | 947,219   |  |                                  |  
|Depreciation
    expense                                                                                         |  |                                  | 2,656     |  |                                  |  
|Amortization
    and impairment of capitalized curriculum development costs                                      |  |                                  | -         |  |                                  |  
|                                                                                                                 |  |                                  |           |  |                                  |  
|Total
    operating expenses                                                                                     |  |                                  | 949,875   |  |                                  |  
|                                                                                                                 |  |                                  |           |  |                                  |  
|Income
    (loss) from operations                                                                                |  |                                  | 19,938    |  |                                  |  
|                                                                                                                 |  |                                  |           |  |                                  |  
|Other
    expenses (income):                                                                                     |  |                                  |           |  |                                  |  
|Amortization
    of debt discounts                                                                               |  |                                  | -         |  |                                  |  
|Interest
    expense                                                                                             |  |                                  | -         |  |                                  |  
|Consulting
    fee income                                                                                        |  |                                  | -         |  |                                  |  
|Total
    other expenses-net                                                                                     |  |                                  | -         |  |                                  |  
|                                                                                                                 |  |                                  |           |  |                                  |  
|Net
    income (loss) before income taxes                                                                        |  |                                  | 19,938    |  |                                  |  
|Provision
    for income taxes                                                                                   |  |                                  | 7,166     |  |                                  |  
|                                                                                                                 |  |                                  |           |  |                                  |  
|Net
    income (loss)                                                                                            |  | $                                | 12,772    |  |                                  | $



24







Results
of Operations - Comparison for the years ended December 31, 2017 and 2016



Revenues



For
the years ended December 31, 2017 and December 31, 2016, net revenues were $2,939,634 as compared to $568,312 for the year ended
December 31, 2016. This increase in net revenue was the result of the acquired construction business in 2016. As of December 31,
2017 and 2016, all of our sales were domestic.



Cost
of Construction contracts and Sales



For
the years ended December 31, 2017 and December 31, 2016, cost of construction contracts and sales were $1,969,821 as compared
to $415,028 for the year ended December 31, 2016. This increase in cost of construction contracts and sales was the result of
the acquired construction business in 2016.



Operating
Expenses



Operating
expenses increased $793,923 from $155,952 in 2016 to $949,875 in 2017. The increase was principally attributable to the increased
in activity from the construction company acquired in 2016.



Major
selling, general and administrative expenses for the year ended December 31, 2017 of $850,752 include salary expense of $607,305,
warrant expense of $64,040, office expenses of $10,265, professional fees of $87,922, vehicle expenses of $ 27,527,advertising
expenses of $ 24,227. Selling, general and administrative expenses for the year ended December 31, 2016 of $85,118 includes affiliated
entity allocated salaries $49,103, professional fees of $12,430, insurance $3,131, transfer agent fees $12,832, office supplies
and postage $2035, travel expense $1,222, and other $4,365.



Liquidity
and Capital Resources



As
of December 31, 2017 and 2016, our cash balance was $248,056 and $266,709, respectively, total assets were $774,212 and $460,067,
respectively, and total current liabilities amounted to $546,439 and $392,711, respectively, including loans payable to related
parties of $14,743 and $14,743, respectively. As of December 31, 2017 and 2016, the total stockholders’ equity was $227,773
and $67,356, respectively.





25







Inflation



The
impact of inflation on the costs of our company, and the ability to pass on cost increases to clients over time is dependent upon
market conditions. 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.



Risk



Foreign
Currency Exchange Rate Risk



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



Item
7A. Quantitative and Qualitative Disclosures About Market Risk



Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this
Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).



Item
8. Financial Statements and Supplementary Data



26







INDEX
TO THE CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                                           |  | Page(s)
|-------------------------------------------------------------------------------------------------------------------------- |  | -------
|                                                                                                                           |  |        
|Index
    to the Consolidated Financial Statements                                                                         |  | F-1    
|                                                                                                                           |  |        
|Report
    of Independent Registered Public Accounting Firm                                                                |  | F-2    
|                                                                                                                           |  |        
|Consolidated
    Balance Sheets as of December 31, 2017 and 2016                                                           |  | F-3    
|                                                                                                                           |  |        
|Consolidated
    Statements of Operations for the years ended December 31, 2017 and 2016                                   |  | F-4    
|                                                                                                                           |  |        
|Consolidated
    Statements of Changes in Stockholders’ Equity (Deficiency) for the years ended December 31, 2017 and 2016 |  | F-5    
|                                                                                                                           |  |        
|Consolidated
    Statements of Cash Flows for the years ended December 31, 2017 and 2016                                   |  | F-6    
|                                                                                                                           |  |        
|Notes
    to the Consolidated Financial Statements                                                                         |  | F-7    



F-1













REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Stockholders of Dream Homes & Development Corporation



Opinion
on the Financial Statements



I
have audited the accompanying consolidated balance sheets of Dream Homes & Development Corporation and subsidiary (the “Company”)
as of December 31, 2017 and 2016 and the related consolidated statements of operations, stockholders’ equity, and cash flows
for the years then ended, and the related notes (collectively referred to as the “financial statements”). In my opinion,
the financial statements present fairly, in all material respects, the consolidated financial position of Dream Homes & Development
Corporation and subsidiary as of December 31, 2017 and 2016 and the results of their consolidated operations and cash flows for
the years then ended in conformity with accounting principles generally accepted in the United States.



Basis
for Opinion



These
financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on the
Company’s financial statements based on my audit. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.



I
conducted my audit in accordance with the standards of the PCAOB. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or
fraud. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting.
As part of my audit I am required to obtain an understanding of internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I
express no such opinion.



My
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. My audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
I believe that my audit provides a reasonable basis for my opinion.



|/s/
    Michael T. Studer CPA P.C. | 
|---------------------------------- | 
|Michael
    T. Studer CPA P.C.     | 



Freeport,
New York

April
17, 2018

I
have served as the Company’s auditor since 2014.



F-2







DREAM
HOMES & DEVELOPMENT CORPORATION



CONSOLIDATED
BALANCE SHEETS



|                                                                                                                                                                                                                                                                                 |  | December
    31, 2017 |            |   | December
    31, 2016 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------- | ---------- | - | --------------------- | -
|ASSETS                                                                                                                                                                                                                                                                           |  |                       |            |   |                       |  
|CURRENT
    ASSETS                                                                                                                                                                                                                                                               |  |                       |            |   |                       |  
|Cash                                                                                                                                                                                                                                                                             |  | $                     | 248,056    |   |                       | $
|Accounts
    receivable                                                                                                                                                                                                                                                          |  |                       | 230,345    |   |                       |  
|Costs
    and estimated earnings in excess of billings                                                                                                                                                                                                                           |  |                       | 74,338     |   |                       |  
|Total
    current assets                                                                                                                                                                                                                                                         |  |                       | 552,739    |   |                       |  
|                                                                                                                                                                                                                                                                                 |  |                       |            |   |                       |  
|PROPERTY
    AND EQUIPMENT, net                                                                                                                                                                                                                                                  |  |                       | 9,144      |   |                       |  
|                                                                                                                                                                                                                                                                                 |  |                       |            |   |                       |  
|OTHER
    ASSETS                                                                                                                                                                                                                                                                 |  |                       |            |   |                       |  
|Security
    deposit                                                                                                                                                                                                                                                             |  |                       | 2,200      |   |                       |  
|Deposits
    and costs coincident to acquisition of land for development                                                                                                                                                                                                         |  |                       | 210,129    |   |                       |  
|                                                                                                                                                                                                                                                                                 |  |                       |            |   |                       |  
|Total
    assets                                                                                                                                                                                                                                                                 |  | $                     | 774,212    |   |                       | $
|                                                                                                                                                                                                                                                                                 |  |                       |            |   |                       |  
|LIABILITIES
    AND STOCKHOLDERS’ EQUITY                                                                                                                                                                                                                                         |  |                       |            |   |                       |  
|                                                                                                                                                                                                                                                                                 |  |                       |            |   |                       |  
|CURRENT
    LIABILITIES                                                                                                                                                                                                                                                          |  |                       |            |   |                       |  
|Accounts
    payable and accrued expenses                                                                                                                                                                                                                                        |  | $                     | 396,278    |   |                       | $
|Billings
    in excess of costs and estimated earnings                                                                                                                                                                                                                           |  |                       | 128,252    |   |                       |  
|Accrued
    income taxes                                                                                                                                                                                                                                                         |  |                       | 7,166      |   |                       |  
|Loans
    payable to related parties                                                                                                                                                                                                                                             |  |                       | 14,743     |   |                       |  
|Total
    current liabilities                                                                                                                                                                                                                                                    |  |                       | 546,439    |   |                       |  
|                                                                                                                                                                                                                                                                                 |  |                       |            |   |                       |  
|STOCKHOLDERS’
    EQUITY                                                                                                                                                                                                                                                         |  |                       |            |   |                       |  
|Preferred
    stock; 5,000,000 shares authorized, $.001 par value, as of December 31, 2017 and 2016, there are no shares outstanding                                                                                                                                             |  |                       | -          |   |                       |  
|Common
    stock; 70,000,000 shares authorized, $.001 par value, as of December 31, 2017 and 2016, there are 24,000,953 and 23,733,524
    shares outstanding, respectively; and 202,510 and 100,000 shares committed not yet issued at December 31, 2017 and 2016, respectively |  |                       | 24,203     |   |                       |  
|Additional
    paid-in capital                                                                                                                                                                                                                                                   |  |                       | 1,555,130  |   |                       |  
|Accumulated
    deficit                                                                                                                                                                                                                                                          |  |                       | (1,351,560 | ) |                       |  
|                                                                                                                                                                                                                                                                                 |  |                       |            |   |                       |  
|Total
    stockholders’equity                                                                                                                                                                                                                                                    |  |                       | 227,773    |   |                       |  
|                                                                                                                                                                                                                                                                                 |  |                       |            |   |                       |  
|Total
    liabilities and stockholders’ equity                                                                                                                                                                                                                                   |  | $                     | 774,212    |   |                       | $



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



F-3







DREAM
HOMES & DEVELOPMENT CORPORATION



CONSOLIDATED
STATEMENTS OF OPERATIONS



|                                                                                                                 |  | Year
    ended December 31, 2017 |            |  | Year
    ended December 31, 2016 |  
|---------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ---------- |  | -------------------------------- | -
|                                                                                                                 |  |                                  |            |  |                                  |  
|Revenue:                                                                                                         |  |                                  |            |  |                                  |  
|Construction
    contracts                                                                                       |  | $                                | 2,939,634  |  |                                  | $
|Educational
    software and products                                                                            |  |                                  | -          |  |                                  |  
|Total
    revenue                                                                                                |  |                                  | 2,939,634  |  |                                  |  
|                                                                                                                 |  |                                  |            |  |                                  |  
|Cost
    of construction contracts                                                                               |  |                                  | 1,969,821  |  |                                  |  
|                                                                                                                 |  |                                  |            |  |                                  |  
|Gross
    profit                                                                                                 |  |                                  | 969,813    |  |                                  |  
|                                                                                                                 |  |                                  |            |  |                                  |  
|Operating
    Expenses:                                                                                          |  |                                  |            |  |                                  |  
|Selling,
    general and administrative, including stock based compensation of $66,864 and $19,500, respectively |  |                                  | 947,219    |  |                                  |  
|Depreciation
    expense                                                                                         |  |                                  | 2,656      |  |                                  |  
|Amortization
    and impairment of capitalized curriculum development costs                                      |  |                                  | -          |  |                                  |  
|                                                                                                                 |  |                                  |            |  |                                  |  
|Total
    operating expenses                                                                                     |  |                                  | 949,875    |  |                                  |  
|                                                                                                                 |  |                                  |            |  |                                  |  
|Income
    (loss) from operations                                                                                |  |                                  | 19,938     |  |                                  |  
|                                                                                                                 |  |                                  |            |  |                                  |  
|Other
    expenses (income):                                                                                     |  |                                  |            |  |                                  |  
|Amortization
    of debt discounts                                                                               |  |                                  | -          |  |                                  |  
|Interest
    expense                                                                                             |  |                                  | -          |  |                                  |  
|Consulting
    fee income                                                                                        |  |                                  | -          |  |                                  |  
|Total
    other expenses-net                                                                                     |  |                                  | -          |  |                                  |  
|                                                                                                                 |  |                                  |            |  |                                  |  
|Net
    income (loss) before income taxes                                                                        |  |                                  | 19,938     |  |                                  |  
|Provision
    for income taxes                                                                                   |  |                                  | 7,166      |  |                                  |  
|                                                                                                                 |  |                                  |            |  |                                  |  
|Net
    income (loss)                                                                                            |  | $                                | 12,772     |  |                                  | $
|                                                                                                                 |  |                                  |            |  |                                  |  
|Basic
    and diluted income (loss) per common share                                                             |  | $                                | .00        |  |                                  | $
|                                                                                                                 |  |                                  |            |  |                                  |  
|Weighted average
    common shares outstanding-basic and diluted                                                 |  |                                  | 23,917,680 |  |                                  |  



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



F-4







DREAM
HOMES & DEVELOPMENT CORPORATION



CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For
the years ended December 31, 2017 and 2016



|                                                                                                                          |  | Common
    stock issued and to be issued |            |  | Additional
    Paid in |   |        | Accumulated |  |   |           |  
|------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ---------- |  | ---------------------- | - | ------ | ----------- |  | - | --------- | -
|                                                                                                                          |  | Shares                                   |            |  | Amount                 |   |        | Capital     |  |   | Deficit   |  
|Balance
    at December 31, 2015                                                                                          |  |                                          | 16,304,300 |  |                        | $ | 16,304 |             |  | $ | 1,305,513 |  
|Issuance
    of common stock for: Company officers and directors                                                          |  |                                          | 120,000    |  |                        |   | 120    |             |  |   | 5,880     |  
|DHL
    employee bonuses                                                                                                  |  |                                          | 60,000     |  |                        |   | 60     |             |  |   | 2,940     |  
|Issuance
    of common stock for accounting fees                                                                          |  |                                          | 160,000    |  |                        |   | 160    |             |  |   | 7,840     |  
|Issuance
    of common stock for convertible noteholders                                                                  |  |                                          | 326,857    |  |                        |   | 327    |             |  |   | 65,044    |  
|Issuance
    of common stock for satisfaction of loan payable to General Property Investments LLC                         |  |                                          | 2,000,000  |  |                        |   | 2,000  |             |  |   | 18,000    |  
|Issuance
    of common stock for legal fees                                                                               |  |                                          | 250,000    |  |                        |   | 250    |             |  |   | 2,250     |  
|Issuance
    of common stock for 4.5% equity in Dream Homes, Ltd                                                          |  |                                          | 2,225,000  |  |                        |   | 2,225  |             |  |   | (2,225    | )
|Issuance
    of common stock to Dream Homes Ltd for rights to complete 6 in process contracts                             |  |                                          | 2,287,367  |  |                        |   | 2,287  |             |  |   | (2,287    | )
|Common
    stock to be issued for rights to land acquisition contract (committed not issued)                              |  |                                          | 100,000    |  |                        |   | 100    |             |  |   | 4,900     |  
|Net
    loss for the year ended December 31, 2016                                                                         |  |                                          |            |  |                        |   |        |             |  |   |           |  
|Balance at
    December 31, 2016                                                                                          |  |                                          | 23,833,524 |  |                        |   | 23,833 |             |  |   | 1,407,855 |  
|Issuance
    of restricted common stock for investor relations and consulting services                                    |  |                                          | 56,000     |  |                        |   | 56     |             |  |   | 2,744     |  
|Issuance
    of restricted common stock to Dream Homes Ltd for deposit on land                                            |  |                                          | 71,429     |  |                        |   | 72     |             |  |   | 9,928     |  
|Issuance
    of restricted common stock to Dream Homes Ltd in exchange for vehicles                                       |  |                                          | 40,000     |  |                        |   | 40     |             |  |   | 5,960     |  
|Issuance
    of restricted common stock to Dream Homes Ltd for rights to land acquisition contract (committed not issued) |  |                                          | 162,200    |  |                        |   | 162    |             |  |   | 48,495    |  
|Issuance
    of common stock for cash per Subscription Agreement (committed not issued)                                   |  |                                          | 12,500     |  |                        |   | 13     |             |  |   | 4,987     |  
|Issuance
    of common stock for lumber credit per Subscription Agreement (committed not issued)                          |  |                                          | 27,810     |  |                        |   | 27     |             |  |   | 11,097    |  
|Expense
    relating to 750,000 stock warrants issued to Company’s executive team                                         |  |                                          |            |  |                        |   |        |             |  |   | 64,064    |  
|Net
    income for the year ended December 31, 2017                                                                       |  |                                          |            |  |                        |   |        |             |  |   |           |  
|                                                                                                                          |  |                                          |            |  |                        |   |        |             |  |   |           |  
|Balance
    at December 31, 2017                                                                                          |  |                                          | 24,203,463 |  |                        | $ | 24,203 |             |  | $ | 1,555,130 |  



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



F-5







DREAM
HOMES & DEVELOPMENT CORPORATION



CONSOLIDATED
STATEMENTS OF CASH FLOWS





|                                                                                                                                           |  | For
    the year ended December 31, 2017 |          |   | For
    the year ended December 31, 2016 |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------- | -------- | - | ---------------------------------------- | -
|OPERATING
    ACTIVITIES                                                                                                                   |  |                                          |          |   |                                          |  
|Net
    income (loss)                                                                                                                      |  | $                                        | 12,772   |   |                                          | $
|Adjustments
    to reconcile net income (loss) to net cash provided (used) in operating activities:                                        |  |                                          |          |   |                                          |  
|Amortization
    and impairment of capitalized curriculum development costs                                                                |  |                                          | -        |   |                                          |  
|Amortization
    of debt discounts                                                                                                         |  |                                          | -        |   |                                          |  
|Depreciation
    expense                                                                                                                   |  |                                          | 2,656    |   |                                          |  
|Stock-based
    compensation                                                                                                               |  |                                          | 66,864   |   |                                          |  
|Changes
    in operating assets and liabilities:                                                                                           |  |                                          |          |   |                                          |  
|Accounts
    receivable                                                                                                                    |  |                                          | (114,693 | ) |                                          |  
|Costs
    and estimated earnings in excess of billings                                                                                     |  |                                          | (16,632  | ) |                                          |  
|Accounts
    payable and accrued liabilities                                                                                               |  |                                          | 312,548  |   |                                          |  
|Billings
    in excess of costs and estimated earnings                                                                                     |  |                                          | (154,862 | ) |                                          |  
|Accrued
    income taxes                                                                                                                   |  |                                          | 7,166    |   |                                          |  
|Accrued
    interest on convertible notes payable                                                                                          |  |                                          | -        |   |                                          |  
|Net
    cash provided in operating activities                                                                                              |  |                                          | 115,819  |   |                                          |  
|                                                                                                                                           |  |                                          |          |   |                                          |  
|INVESTING
    ACTIVITIES                                                                                                                   |  |                                          |          |   |                                          |  
|Purchase
    of office equipment and vehicles                                                                                              |  |                                          | (5,800   | ) |                                          |  
|Security
    deposits                                                                                                                      |  |                                          | (2,200   | ) |                                          |  
|Deposits
    and costs coincident to acquisition of land for development                                                                   |  |                                          | (131,472 | ) |                                          |  
|Net
    cash (used) in investing activities                                                                                                |  |                                          | (139,472 | ) |                                          |  
|                                                                                                                                           |  |                                          |          |   |                                          |  
|FINANCING
    ACTIVITIES                                                                                                                   |  |                                          |          |   |                                          |  
|Proceeds
    from sale of common stock                                                                                                     |  |                                          | 5,000    |   |                                          |  
|Proceeds
    from loans payable to related parties                                                                                         |  |                                          | -        |   |                                          |  
|Repayments
    of loans payable to related parties                                                                                         |  |                                          | -        |   |                                          |  
|                                                                                                                                           |  |                                          |          |   |                                          |  
|Net
    cash provided by financing activities                                                                                              |  |                                          | 5,000    |   |                                          |  
|                                                                                                                                           |  |                                          |          |   |                                          |  
|NET
    INCREASE (DECREASE) IN CASH                                                                                                        |  |                                          | (18,653  | ) |                                          |  
|                                                                                                                                           |  |                                          |          |   |                                          |  
|CASH
    BALANCE, BEGINNING OF PERIOD                                                                                                      |  |                                          | 266,709  |   |                                          |  
|                                                                                                                                           |  |                                          |          |   |                                          |  
|CASH
    BALANCE, END OF PERIOD                                                                                                            |  | $                                        | 248,056  |   |                                          | $
|                                                                                                                                           |  |                                          |          |   |                                          |  
|Supplemental
    Disclosures of Cash Flow Information:                                                                                     |  |                                          |          |   |                                          |  
|Interest
    paid                                                                                                                          |  | $                                        | -        |   |                                          | $
|Income
    taxes paid                                                                                                                      |  | $                                        | -        |   |                                          | $
|                                                                                                                                           |  |                                          |          |   |                                          |  
|Non-Cash
    Investing and Financing Activities:                                                                                           |  |                                          |          |   |                                          |  
|Issuance
    of 71,429 restricted shares of common stock to Dream Homes, Ltd. for refundable deposit under contract rights to develop land |  | $                                        | 10,000   |   |                                          | $
|Issuance
    of common stock to Dream Homes, Ltd. for vehicles                                                                             |  | $                                        | 6,000    |   |                                          | $
|Issuance
    of 2,000,000 restricted shares of common stock in satisfaction of loans payable to General Property Investments LLC           |  | $                                        | -        |   |                                          | $
|Issuance
    of 326,857 restricted shares of common stock for satisfaction of convertible notes payable and accrued interest               |  | $                                        | -        |   |                                          | $
|Common
    stock committed to be issued for rights to property acquisition contract                                                        |  | $                                        | 48,657   |   |                                          |  
|Common
    stock committed to be issued for lumber credit per Subscription Agreement                                                       |  | $                                        | 11,124   |   |                                          | $



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



F-6







DREAM
HOMES & DEVELOPMENT CORPORATION



NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

Years
Ended December 31, 2017 and 2016



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 3 new developments totaling 119 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.



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.



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.





F-7







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.



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.



F-8







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



Change
in Estimates:



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



F-9







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.



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. We are currently evaluating the impact of this ASU on our financial position, results of operations
and cash flows.



F-10







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:



|                                   |  | December
    31, |         |   | December
    31, |  
|---------------------------------- |  | ---------------- | ------- | - | ---------------- | -
|                                   |  | 2017             |         |   | 2016             |  
|                                   |  |                  |         |   |                  |  
|Office
    equipment               |  | $                | 4,115   |   |                  | $
|Vehicles                           |  |                  | 24,565  |   |                  |  
|Less:
    Accumulated depreciation |  |                  | (19,536 | ) |                  |  
|                                   |  |                  |         |   |                  |  
|Property
    and Equipment- net    |  | $                | 9,144   |   |                  | $





Depreciation
expense for the years ended December 31, 2017 and 2016 was $ 2,656 and $-0-, respectively.



3-Other
Assets



Capitalized
Curriculum Development Costs



Capitalized
curriculum development costs is summarized as follows:



|                                                                                                              |  | December
    31, 2017 |          |   | December
    31, 2016 |  
|------------------------------------------------------------------------------------------------------------- |  | --------------------- | -------- | - | --------------------- | -
|Common
    stock issued to individuals for services relating to curriculum development                        |  | $                     | 110,000  |   |                       | $
|                                                                                                              |  |                       |          |   |                       |  
|Contributed
    services of Thomas Monahan, President of Virtual Learning, relating to curriculum development |  |                       | 44,000   |   |                       |  
|                                                                                                              |  |                       |          |   |                       |  
|Total
    costs                                                                                               |  |                       | 154,000  |   |                       |  
|Less
    accumulated amortization and impairment                                                              |  |                       | (154,000 | ) |                       |  
|                                                                                                              |  |                       |          |   |                       |  
|Net                                                                                                           |  | $                     | -        |   |                       | $



F-11







For
the years ended December 31, 2017 and 2016, amortization and 2016 impairment of $20,534 of Capitalized Curriculum Development
Costs were $ 0 and $51,334, respectively.



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



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



|                                                       |  | December
    31, 2017 |         |  | December
    31, 2016 |  
|------------------------------------------------------ |  | --------------------- | ------- |  | --------------------- | -
|                                                       |  |                       |         |  |                       |  
|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                                                |  |                       | 10,000  |  |                       |  
|Cost
    to acquire contract                           |  |                       | 10,000  |  |                       |  
|Site
    engineering, permits, and other costs         |  |                       | 111,215 |  |                       |  
|Total
    Pines contract                               |  |                       | 131,215 |  |                       |  
|                                                       |  |                       |         |  |                       |  
|Berkeley
    Township, New Jersey, Tallwoods contract: |  |                       |         |  |                       |  
|Deposit                                                |  |                       | 10,000  |  |                       |  
|Site
    engineering, permits, and other costs         |  |                       | 20,257  |  |                       |  
|Total
    Tallwoods contract                           |  |                       | 30,257  |  |                       |  
|                                                       |  |                       |         |  |                       |  
|Total                                                  |  | $                     | 210,129 |  |                       | $



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 9, 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.



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 December 31, 2017.





F-12









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.

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 April 16, 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.



F-13







5-Loans
Payable to Related Parties



Loans
payable to related parties is summarized as follows:



|                                             |  | December
    31, |        |  | December
    31, |  
|-------------------------------------------- |  | ---------------- | ------ |  | ---------------- | -
|                                             |  | 2017             |        |  | 2016             |  
|                                             |  |                  |        |  |                  |  
|Loans
    payable to chief executive officer |  | $                | 11,525 |  |                  | $
|Loans
    payable to GPIL (see Note 6)       |  |                  | 3,118  |  |                  |  
|Loan
    payable to DHL                      |  |                  | 100    |  |                  |  
|Total                                        |  | $                | 14,743 |  |                  | $



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



6
- 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 5).



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.

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 9). 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 4).



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 4).



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 4).



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.



7
– Income Taxes



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



The
sources of the differences follow:



|                                                                                                                            |  | Year
    ended
    December 31, 2017 |         |   | Year
    ended
    December 31, 2016 |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | - | ------------------------------------ | -
|Expected
    tax at 35%                                                                                                     |  | $                                    | 6,978   |   |                                      | $
|State
    income taxes, net of Federal benefit                                                                              |  |                                      | 1,851   |   |                                      |  
|Non-deductible
    stock-based compensation                                                                                 |  |                                      | 23,402  |   |                                      |  
|Non-deductible
    amortization of debt discounts                                                                           |  |                                      | -       |   |                                      |  
|Non-deductible
    amortization and 2016 impairment of stock-based and contributed Capitalized Curriculum Development Costs |  |                                      | -       |   |                                      |  
|Provision
    for Federal income taxes at lower tax rate on taxable income under $50,000                                    |  |                                      | (5,750  | ) |                                      |  
|Change
    in valuation allowance                                                                                           |  |                                      | (19,315 | ) |                                      |  
|Provision
    for (benefit from) income taxes                                                                               |  | $                                    | 7,166   |   |                                      | $



The
significant components of DHDC’s deferred tax asset as of December 31, 2017 and December 31, 2016 are as follows:



|                                     |  | December
                                         31,
                                                                                2017 |   |  | December 31,
    2016 |  
|------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------ | - |  | --------------------- | -
|Deferred
    tax assets:             |  |                                                                                                                                            |   |  |                       |  
|Net
    operating loss carry forward |  | $                                                                                                                                          | - |  |                       | $
|Valuation
    allowance              |  |                                                                                                                                            | - |  |                       |  
|Net
    deferred tax asset           |  | $                                                                                                                                          | - |  |                       | $



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. Since the Company
as currently constituted did experience a change in ownership and control during the year ended December 31, 2016, usage of net
operating loss carryforwards of $ 118,389 available as of December 31, 2015 may be limited in years ending after December 31,
2016.



F-14







8-
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).



The
educational software and products segment was operated through Virtual Learning and has been discontinued as of December 31, 2016.



Summarized
financial information by business segment for the years ended December 31, 2017 and 2016 follows:





|                                  |  | Year ended December 31, |          
|--------------------------------- |  | ----------------------- | ---------
|                                  |  | 2017                    |          
|Revenue:                          |  |                         |          
|Residential construction          |  | $                       | 2,939,634
|Educational software and products |  |                         | -        
|Total                             |  | $                       | 2,939,634
|                                  |  |                         |          
|                                  |  |                         |          
|Income (loss) from operations:    |  |                         |          
|Residential construction          |  | $                       | 287,096  
|Educational software and products |  |                         | -        
|Corporate-                        |  |                         | (267,158 
|Total                             |  | $                       | 19,938   



Identifiable
assets:



|                         |  | December 31, |        
|------------------------ |  | ------------ | -------
|                         |  | 2017         |        
|Residential construction |  | $            | 748,313
|Corporate                |  |              | 25,899 
|Total                    |  | $            | 774,212



F-15







All
revenue relating to the residential construction segment was derived from construction

contracts
involving homeowner customers located in the State of New Jersey. These contracts involve specialized construction related to
compromised home foundations and related issues caused by damage from Super Storm Sandy, as well as new home construction.



9-
Commitments and Contingencies



Construction
Contracts



As
of December 31, 2017, Dream Building, LLC is committed under 14 construction contracts outstanding with home owners with contract
prices totaling $2,008,667, 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.



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 year ended December 31, 2017, sales commissions expense pursuant to these two employment agreements were $60,367.



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 year ended December 31, 2017, rent expense under this lease agreement was $11,000.



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 year ended December 31, 2017, consulting fees expense under this agreement was $12,150.



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 June 2, 2018.



As
of April 18, 2018, the Company has sold a total of 52,810 units and received $10,000 in cash ($5,000 before December 31, 2017
for 12,500 units and $5,000 after December 31, 2017 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.



10.
Related Party Transactions



Dream
Homes Ltd. Allocated payroll



The
Company uses the services of Dream Homes Ltd. (DHL) personnel for its operations. For the year ended December 31, 2017, selling,
general and administrative expenses include $607,305 incurred for the Company’s estimated share of DHL’s gross payroll
and payroll taxes for that period (which includes $54,000 salary paid to the Company’s Chief Executive Officer and $66,000
salary paid to the Company’s Secretary and VP of Human Resources). At December 31, 2017, accounts payable and accrued expenses
include $130,152 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 ($18,000 total for the nine months ended December 31, 2017) for this office
space.



The
Company occupied under a lease entered into by DHL satellite office space at 2818 Bridge Avenue in Point Pleasant, New Jersey
since August 2016 with a monthly rent of $800 commencing April 2017 and ending September 2017 ($4,000 total for the five
months ended September 30, 2017).



11-
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 period July 12, 2017 through December
31, 2017, stock-based compensation attributable to the warrants was $ 64,064 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.



12-
Subsequent Events



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 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.



F-16







ITEM
9. – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM
9A. – CONTROLS AND PROCEDURES.



(a)
Disclosure Controls and Procedures



The
Company is required to maintain disclosure controls and procedures that are designed to ensure that information required to be
disclosed in its reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information
is accumulated and communicated to the Company’s management, including its chief executive officer (also its principal executive
officer) and its chief financial officer (also its principal financial and accounting officer) to allow for timely decisions regarding
required disclosure.



Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company’s management, including
the Company’s President (“President”), the Company’s principal executive officer (“CEO”) and
Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), have evaluated the
effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act)
as of the end of the period covered by this report. Based upon that evaluation the Company’s CEO, President and CFO concluded
that the Company’s disclosure controls and procedures were effective as of December 31, 2016 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 CEO and CFO, as appropriate,
to allow timely decisions regarding required disclosure.



(b)
Management’s Report on Internal Control over Financial Reporting



The
Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America and includes those policies and procedures that:



27







|● | Pertain
    to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
    the assets of the company;                                                                                                                                                                                                                 
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                       
|● | Provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
    with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company
    are being made only in accordance with authorizations of management and directors of the company; and
|  |                                                                                                                                                                                                                                                                                                                                                                                       
|● | Provide
    reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s
    assets that could have a material effect on the financial statements.                                                                                                                                                                  



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control
over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore,
it is possible to design into the process safeguards to reduce, though not eliminate, this risk.



As
of December 31, 2017, management assessed the effectiveness of the Company’s internal control over financial reporting based
on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting
such assessments. Based on that evaluation, the Company concluded that, during the period covered by this report, such internal
controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of its internal controls over financial reporting that adversely
affected its internal controls and that may be considered to be material weaknesses.



The
matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under
the standards of the Public Company Accounting Oversight Board was (a) the lack of a functioning audit committee, (b) there are
insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application
of US GAAP and SEC disclosure requirements, (c) there is a lack of expertise with US generally accepted accounting principles
and SEC rules and regulations for review of critical accounting areas and disclosures and material non-standard transactions and
(d) lack of effective oversight during the financial close process resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures. The aforementioned material weaknesses were identified by the Company’s
management in connection with the review of its financial statements for the year ended December 31, 2017.



Management
believes that the material weaknesses set forth above did not have an effect on its financial results. However, management believes
that the lack of a functioning audit committee and the lack of a majority of outside directors, coupled with not having individuals
on staff or retainer with a thorough knowledge of US GAAP and SEC rules and regulations and lack of effective oversight on the
financial close process results in ineffective oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in its financial statements in future periods.



This
annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by its registered public accounting
firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.



28







Remediation
Plan



Management
is sensitive to the issues presented and intends to take appropriate action when the Company’s financial resources permit.
Management will continue to review and make necessary changes to the overall design of its internal control environment



PART
III



Item
10. Directors, Executive Officers and Corporate Governance



Family
Relationships



There
are no family relationships among any of our officers or directors.



Indemnification
of Directors and Officers



Our
Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors to the fullest extent
permitted by Nevada law.



Limitation
of Liability of Directors



Pursuant
to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary
damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of
loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction
from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director
may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws.
We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim
against a Director if he acted in good faith and in a manner he believed to be in our best interests.



Election
of Directors and Officers



Directors
are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified.
Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders
and until their successors have been elected and qualified.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and
directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and
reports of changes in ownership with the SEC. Executive officers, directors and greater-than-ten-percent beneficial owners are
required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies
of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the
date of this filing they were all current in their filings.



29







Code
of Ethics



A
code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:



| | 1) | Honest
    and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
    relationships;                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                       
| | 2) | Full,
    fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission
    and in other public communications made by an issuer;
| |    |                                                                                                                                                                                                       
| | 3) | Compliance
    with applicable governmental laws, rules and regulations;                                                                                                                              
| |    |                                                                                                                                                                                                       
| | 4) | The
    prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and                                                                           
| |    |                                                                                                                                                                                                       
| | 5) | Accountability
    for adherence to the code.                                                                                                                                                         



We
have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions.



Our
decision to not adopt such a code of ethics results from our having a small management structure for the Company. We believe that
the limited interaction which occurs having such a small management structure for the Company eliminates the current need for
such a code, in that violations of such a code would be reported to the party generating the violation.



Corporate
Governance



We
currently do not have standing audit, nominating and compensation committees of the board of directors, or committees performing
similar functions. Until formal committees are established, our entire board of directors will perform the same functions as an
audit, nominating and compensation committee.



DIRECTORS
AND EXECUTIVE OFFICERS



The
name, age and titles of our executive officers and directors is as follows:



|Name
                                         and Address of Executive Officer
                                         and/or Director |  | Age |    |  | Position
|--------------------------------------------------------------------------------------------------------------------------------------- |  | --- | -- |  | --------
|                                                                                                                                        |  |     |    |  |         
|Vincent
    C. Simonelli                                                                                                                |  |     | 52 |  |         
|                                                                                                                                        |  |     |    |  |         
|Kathleen
    M. Dotoli                                                                                                                  |  |     | 51 |  |         
|                                                                                                                                        |  |     |    |  |         
|Richard
    Pezzullo                                                                                                                    |  |     | 59 |  |         
|                                                                                                                                        |  |     |    |  |         
|Valerie
    Jones                                                                                                                       |  |     | 46 |  |         



AUDIT
COMMITTEE



We
do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost
related to retaining a financial expert at this time is prohibitive.



30







ITEM
11. EXECUTIVE COMPENSATION



The
table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services
rendered in all capacities to us for the year ended December 31, 2017.



Summary
Compensation Table



|Name
                                         and Principal Position |  | Year |      |  | Salary
                                         (a)
                                                                                ($) |   |        | Bonus
    ($) |  |  | Stock
    Awards ($) |  |  | Option
    Awards ($) |       |  | Non-Equity
    Incentive Plan Compensation ($) |   |        | All
    Other Compensation ($) |  |  | All
    Other Compensation ($) |  |  | Total
    ($) |    
|-------------------------------------------------------------------- |  | ---- | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------- | - | ------ | ------------- |  |  | -------------------- |  |  | --------------------- | ----- |  | ---------------------------------------------- | - | ------ | ------------------------------ |  |  | ------------------------------ |  |  | ------------- | ---
|Vincent
    C. Simonelli                                             |  |      | 2017 |  |                                                                                                                                         | $ | 54,000 |               |  |  | -0-                  |  |  |                       | -0-   |  |                                                | $ | 42,709 |                                |  |  | -0-                            |  |  |               | -0-
|President,
    CEO                                                   |  |      | 2016 |  |                                                                                                                                         | $ | 6,000  |               |  |  | -0-                  |  |  | $                     | 2500  |  |                                                |   | -0-    |                                |  |  | -0-                            |  |  |               | -0-
|and
    Treasurer                                                    |  |      |      |  |                                                                                                                                         |   |        |               |  |  |                      |  |  |                       |       |  |                                                |   |        |                                |  |  |                                |  |  |               |    
|                                                                     |  |      |      |  |                                                                                                                                         |   |        |               |  |  |                      |  |  |                       |       |  |                                                |   |        |                                |  |  |                                |  |  |               |    
|Valerie
    Jones                                                    |  |      | 2017 |  |                                                                                                                                         | $ | 66,000 |               |  |  | -0-                  |  |  |                       | -0-   |  |                                                | $ | 8,542  |                                |  |  | -0-                            |  |  |               | -0-
|Secretary                                                            |  |      | 2016 |  |                                                                                                                                         | $ | 15,400 |               |  |  | -0-                  |  |  | $                     | 2,500 |  |                                                |   | -0-    |                                |  |  | -0-                            |  |  |               | -0-



There
are no current employment agreements between the company and its officers.

Note
(a): These payroll amounts represent allocated payroll paid by DHL, which is currently a 17.9% owner of the Company.



CHANGE
OF CONTROL



As
of December 31, 2017, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event
of a termination of employment or a change in our control.



ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The
following table provides certain information regarding the ownership of our common stock, as of March 23, 2018 and as of the date
of the filing of this annual report by:



| | ● | each
    of our executive officers;                                                 
| | - | ------------------------------------------------------------------------------------
| | ● | each
    director;                                                                  
| | ● | each
    person known to us to own more than 5% of our outstanding common stock; and
| | ● | all
    of our executive officers and directors and as a group.                     



31









|Title
    of Class                         |  | Name
        and Address of
        Beneficial
        Owner |  | Amount
        and Nature of
        Beneficial
        Ownership |  | Percentage |      
|------------------------------------------ |  | ------------------------------------------------------------ |  | ----------------------------------------------------------------- |  | ---------- | -----
|                                           |  |                                                              |  |                                                                   |  |            |      
|Common
    Stock                           |  | Vincent
    SimonelliCEO & Director                          |  | 13,762,571
    shares of common stock (1)                         |  |            | 56.83
|                                           |  |                                                              |  |                                                                   |  |            |      
|                                           |  | Valerie
    JonesSecretary                                   |  | 180,000
    shares of common stock                                |  |            | .74  
|                                           |  |                                                              |  |                                                                   |  |            |      
|                                           |  |                                                              |  |                                                                   |  |            |      
|                                           |  | Kathleen
    DotoliDirector                                  |  | 74,500
    shares of common stock                                 |  |            | .31  
|                                           |  |                                                              |  |                                                                   |  |            |      
|                                           |  | Richard
    PezzulloDirector                                 |  | 110,000
    shares of common stock                                |  |            | .45  
|                                           |  |                                                              |  |                                                                   |  |            |      
|                                           |  | Athena.
    Monahan*                                         |  | 3,000,0000
    shares of common stock                             |  |            | 12.39
|                                           |  |                                                              |  |                                                                   |  |            |      
|                                           |  | Roger
    L. Fidler Esq.                                     |  | 1,650,000
    shares of common stock                              |  |            | 6.81 
|                                           |  |                                                              |  |                                                                   |  |            |      
|All
    officers and directors (4 persons) |  |                                                              |  | 14,127,071
    shares of common stock                             |  |            | 58.34







The
percent of class is based on 24,215,963	shares of common stock issued and outstanding, including 202,510 shares committed
and not yet issued, as of the date of this annual report.



(1)
Includes 4,335,996 shares owned by Dream Homes Ltd. (DHL) and 2,266,575 shares owned by General Property Investments LLC
(GPIL). Mr. Simonelli owns 80% of DHL and 100% of GPIL.



*Athena
Monahan is the heir to the shares of Mr. Monahan, her husband.



ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



On
December 29, 2016, Virtual Learning issued a total of 326,857 restricted shares of common stock to convertible noteholders for
their notes and interest totaling $65,371 (see Note 4).



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
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.



32







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





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



During
fiscal year ended December 31, 2017, we incurred approximately $29,500 in fees to our principal independent accountants for professional
services rendered in connection with the audit of our financial statements and for the quarterly reviews of our financial statements.



|                   |  | 2017 |        |  | 2016 |  
|------------------ |  | ---- | ------ |  | ---- | -
|Audit
    Fees     |  | $    | 29,500 |  |      | $
|Tax
    Fees       |  |      | Nil    |  |      |  
|All
    Other Fees |  |      | Nil    |  |      |  
|Total              |  | $    | 29,500 |  |      | $



PART
IV



Item
15. Exhibits



The
following exhibits are filed as part of this annual report.



|Exhibits
        Number |  | Description                                                                                                                                                                                
|----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        |  |                                                                                                                                                                                            
|3.1
    (1)             |  | Certificate of Incorporation of The Virtual Learning Company, Inc.                                                                                                                         
|                        |  |                                                                                                                                                                                            
|3.2
    (1)             |  | By-laws of The Virtual Learning Company, Inc.                                                                                                                                              
|                        |  |                                                                                                                                                                                            
|4.1
    (1)             |  | Sample Stock Certificate                                                                                                                                                                   
|                        |  |                                                                                                                                                                                            
|10.1
    (1)            |  | Intellectual Property Purchase Agreement                                                                                                                                                   
|                        |  |                                                                                                                                                                                            
|10.2
    (1)            |  | Consulting Agreement with William Kazmierczach                                                                                                                                             
|                        |  |                                                                                                                                                                                            
|*31.1                   |  | Certification of Principal Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002
|                        |  |                                                                                                                                                                                            
|*32.1                   |  | Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002         



(1)
Previously filed.



(*)
Filed herewith.



33







SIGNATURES



In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                          | Dream
    Homes & Development Corporation
|------------------------- | -----------------------------------------
|                          |                                          
|Dated:
    April 17, 2018 | By:                                      
|                          |                                          



34