Filing Compare · DREAMS INC

CashTable usedof in financing activities was $1,174 for the twelve months ended December 31, 2010, versus $4,246 cash used in financing activities for the same period in 2009. The Company brought in $8,000 in equity capital to support its growth. Contents

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CashTable usedof in financing activities was $1,174 for the twelve months ended December 31, 2010, versus $4,246 cash used in financing activities for the same period in 2009. The Company brought in $8,000 in equity capital to support its growth. Contents

Table of Contents

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Table of Contents

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, ~~2010~~2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-33405

Dreams, Inc.

(Exact name of registrant as specified in its charter)


Utah		87-0368170
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2 South University Drive, suite 325 Plantation, Florida		33324
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number (954) 377-0002

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


Title of each class		Name of each exchange on which registered
Common stock, no par value		NYSE Amex Equities Exchange

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

None

(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 a 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. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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

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. (Check one):

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the closing price of such shares on the last business day of the registrant’s most recently completed second fiscal quarter was approximately $2371,~~971~~424,~~843~~911.

The number of shares outstanding of the registrant’s common stock as of March 1, ~~2011~~2012 is 44,~~609~~662,~~563~~579.

DOCUMENTS INCORPORATED BY REFERENCE—NONE

TABLE OF CONTENTS

FORM 10-K

		Page
	Part I
Item 1.	BUSINESS		1
Item 1A.	RISK FACTORS		108
Item 1B.	UNRESOLVED STAFF COMMENTS		108
Item 2.	PROPERTIES		108
Item 3.	LEGAL PROCEEDINGS		108
Item 4.	(REMOVED AND RESERVED)		108
	Part II
Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		119
Item 6.	SELECTED FINANCIAL DATA		1210
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		1210
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		2219
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		2219
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		2319
Item 9A.	CONTROLS AND PROCEDURES		2319
Item 9B.	OTHER INFORMATION		2319
	Part III
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		2420
Item 11.	EXECUTIVE COMPENSATION		2623
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		2924
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		2925
Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		3025
	Part IV
Item 15.	EXHIBITS, ~~AND~~ FINANCIAL STATEMENT SCHEDULES		3126
	SIGNATURES		3328

Part I

Item 1.

BUSINESS.

Introduction.

As used in this Form 10-K “we”, “our”, “us”, “the Company” and “Dreams” refer to Dreams, Inc. and its subsidiaries unless the context requires otherwise.

Overview

Dreams, Inc., headquartered in Plantation, Florida is a Utah Corporation which was formed on April 9, 1980, has evolved into a technology driven, vertically integrated, multi-channel retailer focused on the sports licensed products industry. This has previously been accomplished, in part, via organic growth and strategic acquisitions. We believe our senior management and corporate infrastructure is well suited to acquire both large and small industry competitors, especially online.

Specifically, we are engaged in multiple aspects of the licensed sports products and autographed memorabilia industry through a variety of distribution channels.

We generate revenues principally from:

•

Our e-commerce component featuring www.FansEdge.com and others; (reported in retail segment)

•

Our web syndication sites; (reported in retail segment)

• Our ~~nine~~ten (910) company-owned FansEdge stores; (reported in retail segment)

• Our ~~seven~~five (75) company-owned Field of Dreams stores; (reported in retail segment)

•

Our catalogues; (reported in retail segment)

•

Our manufacturing/distribution of sports memorabilia products, custom acrylic display cases and framing; (reported in mfg/wholesale segment)

•

Our running of sports memorabilia /collectible trade shows; (reported in mfg/wholesale segment)

• Our franchise program through the ~~four~~five (45) Field of Dreams franchise stores presently operating*; (reported in other income) and

•

Our representation and corporate marketing of individual athletes* (reported in other income).

*	revenues not material to the overall consolidated results.

Organic Growth (dollar amounts in thousands)

Key components of our organic growth strategy include building brand recognition; improving sales conversion rates both on our web sites and in our stores; continuing our execution of multi-channel retailing under our flagship brand, FansEdge; aggressively marketing our web syndication services, exploring additional distribution channels for our products; and cross pollinating corporate assets among our various operating divisions. Management believes that there remain significant benefits to cross pollinating the various corporate assets and leveraging the vertically integrated model that has been constructed over the years.

In particular, we have had success with the marketing of our products on-line via FansEdge.com and the complement of each of our web properties. The Company’s sales associated with these e-commerce initiatives have grown from $4,000 in 2004 to $84113,~~728~~000 in ~~2010, placing us at number 198 in 2009 of the largest Internet retailers in the nation (2010 ranking is forthcoming)~~2011. This remains the fastest growing area of the Company and will remain its primary focus. This Internet growth has re-defined our Company as we have completed a transformation to a technology company, operating in the sports licensed products industry, generating a majority of our revenues via the eCommerce channel. In fact, ~~2010~~2011 brought 4133.4% growth in revenues for the Internet division.

The Company has drawn on a complete spectrum of competencies it has developed over the years to support its flagship online brand, FansEdge. This has allowed the Company to leverage the investments made during the past several years by marketing a proven range of services to third parties that include: managed hosting, custom site design and development, customer service, order fulfillment, purchasing, inventory management, marketing, merchandising, and analytics and reporting. The Company calls the compilation of e-commerce services described above, Web Syndication and believes there are significant growth opportunities that exist in the marketplace. Our current web syndication portfolio consists of some of the best known brands and properties in the country, including JC Penney, Comcast Sports, Majestic Athletic, Modell’s Sporting Goods, the University of Texas, the Chicago Bulls and the Philadelphia Eagles.

~~The~~With ~~Company~~the ~~has~~continued ~~drawn~~growth ~~on a complete spectrum~~ of ~~competencies~~our itWeb ~~has~~Syndication ~~developed~~business ~~over the years to support its flagship online brand~~model, ~~FansEdge.~~we ~~This~~are ~~has allowed~~ leveraging the Company’s toinvestment ~~leverage~~in ~~the~~its ~~investments~~broad ~~made~~inventory ~~during the past several years~~ by ~~marketing~~adding aadditional ~~proven~~distribution ~~range~~channels offor ~~services~~our toproducts ~~third~~through ~~parties~~our ~~that~~partners’ ~~include:~~sites. ~~managed~~This ~~hosting,~~concurrent ~~custom~~marketing ~~site~~effort ~~design and~~is ~~development,~~improving ~~customer~~our ~~service, order fulfillment, purchasing,~~ inventory ~~management~~turns, ~~marketing,~~increasing ~~merchandising,~~our ~~and~~absorption ~~analytics and reporting. The Company calls the compilation of e-commerce services described above~~rates, ~~Web Syndication~~ and ~~believes~~reducing ~~there~~overall ~~are~~inventory ~~significant~~carrying ~~growth opportunities that exist in the marketplace~~costs. Our current web syndication portfolio consists of some of the best known brands and properties in the country, including JC Penney, AOL Sports, Majestic Athletic, NBC Sports and the Philadelphia Eagles, to name a few.

~~With~~Commencing in June 2008, we opened (6) six FansEdge stores in the ~~continued~~greater Chicago, ~~growth~~IL area. (Our FansEdge store count is currently ten (10).) This was in support of our ~~Web~~Multi-channel ~~Syndication business~~Retailing ~~model,~~strategy; whereby we market a single brand via multiple channels. We are ~~leveraging~~pleased with the ~~Company’s~~results ~~investment~~to indate ~~its~~of ~~broad~~our FansEdge ~~inventory~~brick & bymortar ~~adding~~stores. ~~additional~~They ~~distribution~~have ~~channels~~performed ~~for~~well ~~our~~during ~~products~~the ~~through~~slow ~~our~~economy ~~partner’s~~as ~~sites~~we believe they offer approachable price points for the consumer. ~~This~~They ~~concurrent~~cross ~~marketing~~market ~~effort~~with isthe ~~improving~~on-line ~~our~~Fansedge.com ~~inventory~~site and benefit by a high-tech ~~turns,~~inter-active ~~increasing~~kiosk ~~our~~used ~~absorption~~in ~~rates~~each of the FansEdge stores. Furthermore, ~~and~~we ~~reducing~~have ~~overall~~begun ~~inventory~~to ~~carrying~~offer ~~costs.~~this suite of Multi-channel Retailing services to third parties who are seeking to add one or more distribution channels to their retail model.

LOGO

Our proprietary eCommerce platform has also enabled us to implement a state-of-the-art interactive Kiosk for ordering products. These Kiosks are in each of our FansEdge stores and are providing a unique shopping experience for our customers by allowing them to access the entire Company portfolio of more than 200,000 product offerings. In 2011, we experienced a range of 10% to 20% lift in store sales attributed to the Kiosk. The Company is exploring joint venture deals with other retailers who could benefit by adding a broader range of merchandising options to their patrons by placing our Kiosks within their store footprint or integrating our technology feed into their own hardware. In fact, on February 7, 2011, JC Penney announced that they rolled out their Findmore^® smart fixture (kiosk) to over 120 select stores across the country, featuring our Sports Fan Shop.

LOGO

Commencing in June 2008, we opened (6) six FansEdge stores in the greater Chicago, IL area. (Our FansEdge store count is currently nine (9).) This was in support of our Multi-channel Retailing strategy; whereby we market a single brand via multiple channels. We are pleased with the results to date of our FansEdge brick & mortar stores. They have performed well during the slow economy as we believe they offer approachable price points for the consumer. They cross market with the on-line Fansedge.com site and benefit by a high-tech inter-active kiosk used in each of the FansEdge stores. Furthermore, we have begun to offer this suite of Multi-channel Retailing services to third parties who are seeking to add one or more distribution channels to their retail model.

Our proprietary eCommerce platform has also enabled us to fuel a state-of-the-art interactive Kiosk for ordering products. These Kiosks are in each of our FansEdge stores and are providing a unique shopping experience for our customers by allowing them to access the entire Company portfolio of more than 200,000 product offerings. In 2010, we experienced a range of 10% to 20% lift in store sales attributed to the Kiosk. The Company is exploring joint venture deals with other retailers who could benefit by adding a broader range of merchandising options to their patrons by placing our Kiosks within their store footprint or integrating our technology feed into their own hardware. In fact, on February 7, 2011, JC Penney announced that they rolled out its Findmore® smart fixture (kiosk) to over 120 select stores across the country, featuring our Sports Fan Shop.

We believe this expansion of our revenue producing footprint will serve us well as we navigate our business models and look to distinguish ourselves from our competitors.

Objective

Our overall objective is twofold; to become the premier multi-channel retailer in the team licensed products industry under our FansEdge brand; and become the leading online syndicator for sports related properties.

Analysis

We review our operations based on both our financial results and various non-financial measures. Management’s focus in reviewing performance begins with growth in sales, margin integrity and operating income. On the expense side, with a majority of our sales being achieved as an on-line retailer of licensed sports products, we spend a disproportionate amount of our operating expenses in internet marketing. Therefore, we continuously monitor the return on investment of these particular expenses. Non-financial measures which management reviews include: unique visitors to our web sites, foot traffic in our stores, sales conversion rates and average sold unit prices.

During ~~2010~~2011, we closed ~~three~~four (34) under-performing Field of Dreams stores as ~~their~~three ~~lease~~(3) of ~~terms~~their leases came due and we chose not to renew. WeOne ~~are targeting additional Field~~ of ~~Dreams~~the store closings inrequired ~~the~~an ~~first~~early ~~quarter~~termination fee of ~~2011~~$75. We will continue to monitor the results of the remaining stores to ensure that they are providing the ~~Company~~ Company with the desired results.

We believe the implementation of our Multi-channel Retailing strategy will strengthen our FansEdge brand in the marketplace, and that we are well positioned to capture increased activity of on-line retail purchases. Industry experts and analysts state that currently, only 7-8% of all retail sales are being conducted on-line and are anticipated to increase.

With the continued growth of our Web Syndication business model, which grew from 31 clients in 2008 to 5077 clients in ~~2009~~2011, and ~~65 clients in 2010, and~~ revenues from syndication growing from $3,000 in 2008 to ~~over~~ $1744,000 in ~~2009,~~2011 ~~and $34,000 in 2010~~ (this figure of $3444,000 is included in our Internet revenues of $84113,~~728~~000), we are leveraging the Company’s investment in its broad inventory by offering the items to multiple sites simultaneously. This improves our inventory turnover, increases our absorption rates and reduces inventory carrying costs. We believe there is significant opportunity in the marketplace to continue to aggressively grow this model.

4Historically, the fourth quarter of the fiscal year (October to December) has accounted for a greater proportion of our operating revenues and income than have each of the other three quarters of our fiscal year. This is primarily due to increased buying activities as a result of the holiday season. We expect that we will continue to experience quarterly variations and operating results principally as a result of the seasonal nature of our industry. Management continues to seek ways to shift expenses from the non-holiday quarters

~~inventory~~to bythe ~~offering~~busier ~~the~~holiday ~~items~~quarter in order to ~~multiple~~improve cash flow. We have begun to explore identifying companies whose product offerings are in high demand during the spring and summer months such as boating, fishing and golf sites ~~simultaneously~~to determine whether we could operate their online stores. ~~This~~Other ~~improves~~factors also cause a significant fluctuation of our ~~inventory~~quarterly ~~turnover~~results, ~~increases~~including ~~our~~the ~~absorption~~timing ~~rates~~of ~~and~~special ~~reduces~~events, ~~inventory~~the ~~carrying~~general ~~costs.~~popularity Weof ~~believe~~a ~~there~~specific isteam ~~significant~~that ~~opportunity~~plays in ~~the~~a ~~marketplace~~championship toor ~~continue~~an toindividual ~~aggressively~~athlete ~~grow~~who ~~this~~enters ~~model.~~their ~~However,~~respective ~~with~~sports’ Hall of Fame, the ~~success~~amount weand ~~are~~timing ~~experiencing~~of ~~with~~new ~~this~~sales contributed by new web syndication ~~model~~accounts, wenew ~~will~~stores, bethe ~~seeking~~timing aof ~~more~~personal ~~quality~~appearances ~~client~~by particular athletes and ~~have~~general ~~and~~economic conditions. Additional factors may ~~continue~~cause tofluctuations ~~not-renew~~in expenses, including the costs associated with the opening of new stores, the integration of acquired businesses and stores into our operations, the general health ~~smaller~~of ~~accounts~~the economy, and corporate expenses needed to support our expansion and growth strategy.

Historically, the fourth quarter of the fiscal year (October to December) has accounted for a greater proportion of our operating income than have each of the other three quarters of our fiscal year. This is primarily due to increased activities as a result of the holiday season. We expect that we will continue to experience quarterly variations and operating results principally as a result of the seasonal nature of our industry. Management continues to seek ways to shift expenses from the non-holiday quarters to the busier holiday quarter in order to improve cash flow. Other factors also cause a significant fluctuation of our quarterly results, including the timing of special events, the general popularity of a specific team that plays in a championship or an individual athlete who enters their respective sports’ Hall of Fame, the amount and timing of new sales contributed by new web syndication accounts, new stores, the timing of personal appearances by particular athletes and general economic conditions. Additional factors may cause fluctuations in expenses, including the costs associated with the opening of new stores, the integration of acquired businesses and stores into our operations , the general health of the economy, and corporate expenses needed to support our expansion and growth strategy.

Conclusion

We set ourselves apart from other companies with our diversified product and services line, our proprietary e-commerce platform, our plethora of sports leagues and celebrity licenses, as well as our relationships with sports leagues, agents and athletes. Management believes we can continue to capture market share, especially on-line.

Current Landscape

Dreams presently operates in two business segments:

•

Retail. Our retail segment is made up of many locations for our inventory. Revenues are achieved by moving inventory through our sales channels to reach and expand our customer base. These channels include the internet, stores, kiosks and our catalogues. The retail segment is comprised of Company owned and operated Field of Dreams^® retail stores, Company owned and operated FansEdge retail stores, catalogues and e-Commerce sites featuring FansEdge.com and ProSportsMemorabilia.com. The e-commerce component of the segment consists primarily of two e-commerce retailers along with a growing portfolio of syndicated web sites selling a diversified selection of sports licensed products and memorabilia on the Internet and has represented the fastest growing area of the Company.

•

Manufacturing/Distribution. The manufacturing/distribution segment represents the manufacturing and wholesaling of sports and celebrity memorabilia products, custom framing and acrylic display cases. These operations are conducted through Mounted Memories™. New additional capabilities include apparel sourcing, decorating and screen printing through The Comet Clothing Company, LLC and Dreams Apparel Manufacturing, Inc.

Retail Segment.

Brick & Mortar Channel

As of March 1, ~~2011~~2012 we owned and operated ~~seven~~five (75) Field of Dreams® retail stores and ~~nine~~ten (910) FansEdge stores. ~~We closed two (2) of our Field of Dreams stores on January 28, 2011.~~ The Company will continue to evaluate the opening of new retail stores under the FansEdge brand. Stores typically are located in high traffic areas in regional shopping malls. The stores average approximately 1,000-2,500 square feet. We pay a 1% royalty fee to MCA Universal Licensing for the use of the “Field of Dreams” trademark relating to sales generated in our Field of Dreams stores. Effective December 31, 2010, the parties extended the exclusive licensing agreement for an additional two-year term. During the years ended December 31, ~~2010~~2011 and ~~2009~~2010, we incurred royalty fees of $~~102~~75 and $~~125~~102, respectively.

This segment prides itself on being the ultimate, corporate-owned licensed sports products and celebrity gift stores in the country. ~~This~~We ~~goal~~seek ~~has~~to ~~been~~achieve ~~achieved~~this goal by:

•

Incorporating technology into the retail shopping experience (Inter-active kiosks);

•

Staying ahead of the competition by offering innovative and fresh products;

• Offering unrivaled service and product knowledge communicated through the best personnel in the industry; and

•

Implementing management, product and financial controls to ensure maximum profitability.

A store typically has a full-time manager and a full time assistant manager in addition to hourly personnel, most of who work part-time. The number of hourly sales personnel in each store fluctuates depending upon our seasonal needs. Our stores are generally open seven days per week and ten hours per day.

Set forth below is a listing of our stores as of March 1, ~~2011~~2012, their location and the date opened or acquired.

STORE NAME	LOCATION	DATE OPENED OR ACQUIRED
Field of Dreams:
Park Meadows Mall	Denver, CO	March 2002
Woodfield Mall	Schaumberg, IL	October 2002
The Rio Hotel	Las Vegas, NV	December 2006
Smith & Wollensky Plaza	Las Vegas, NV	December 2006
Caesars Palace Forum Shops	Las Vegas, NV	December 2006
Boca Town Center	Boca Raton, FL	June 2007
Florida Mall	Orlando, FL	July 2007
Fans Edge:
Fox Valley Mall	Aurora, IL	June 2008
Northbridge Mall	Chicago, IL	August 2008
Orland Square	Orland Pk, IL	September 2008
Lincolnwood Mall	Lincolnwood, IL	September 2008
Woodfield Mall	Schaumberg, IL	October 2008
River Oaks Mall	Calumet City, IL	October 2008
Oklahoma University	Norman, OK	September 2010
Oakbrook Shopping Centre	Oakbrook, IL	September 2010
Gurnee Mills Mall	Gurnee, IL	November 2010
Clybourn Galleria Geneva Commons	Chicago, IL Geneva, IL	June 2011 November 2011

E-Commerce Channel

The Company sells officially licensed products and authentic autographed memorabilia of the NFL, MLB, NHL, NBA, NCAA and NASCAR via our e-commerce channel with our feature sites Fansedge.com and ProSportsMemorabilia.com leading the way.

Our focus is on providing the best customer experience in the online sports-licensed products and memorabilia vertical.

These e-commerce channels have provided for the fastest growing area of the Company with revenues climbing from approximately $4,000 in 2004 to ~~over~~ $84113,000 in ~~2010~~2011.

E-commerce products are marketed through a series of company-owned and syndicated websites that offer customers a daily selection of items from more than 200 teams and over 1,300 different athletes. This division sells over 200,000 products across categories such as apparel, auto accessories, autographed memorabilia, collectibles, headwear, home and office items, jewelry and watches, tailgate and stadium gear, and DVD’s. These online properties represent several of the leading brand names in this market including, but not limited to:

Big Box Retailer Sites – (JC Penney, WalMart)

Professional Sports Team Sites – (Philadelphia Eagles, San Diego Chargers, Chicago Bulls)

~~Colleges~~Sporting Goods Retailer Sites – (~~University~~Hibbett ~~of Texas~~Sports, ~~University of Miami~~Modell’s)

~~Content/Media~~Colleges ~~Sites~~ – (~~NBCSports~~University of Texas, ~~Football.com~~ University of Miami, Indiana University)

Content/Media Sites – (NBCSports, Comcast Sports.com)

Newspaper Sites – (Baltimore Sun, SF Gate, USA Today, Boston Globe)

Player Sites – (Dan Marino, Dick Butkus, Mike Schmidt , Andre Dawson)

Miscellaneous Sites – (Majestic Athletic, ~~Orange Bowl Stadium,~~ Zubaz)

~~Beginning~~Towards inthe ~~January~~end of 2008, the Company began marketing its web syndication services to third parties. Web Syndication is when website material is made available to multiple other sites. This arrangement benefits both the Company providing content/products and the websites displaying it. The Company’s list of syndication clients has grown from 31 in 2008, to 5077 in ~~2009,~~ ~~and 65 in 2010~~2011, with associated revenues of $3,000 in 2008 and ~~over~~ $1744,000 in ~~2009~~2011 ~~and $34,000 in 2010~~ (this figure of $3444,000 is included in our Internet revenues of $84113,~~728~~000). The Company has drawn on the complete spectrum of competencies it developed to support its flagship online brand, FansEdge. These services include: managed hosting, custom site design and development, customer service, order fulfillment, purchasing, inventory management, marketing, merchandising, analytics and reporting. The Company calls the compilation of e-commerce services described above, Web Syndication and believes there are significant growth opportunities that exist in the marketplace. ~~However, with the success we are experiencing with our web syndication model, we will be seeking a more quality client and have and may continue to not-renew smaller accounts.~~

In addition, FansEdge maintains strategic alliances with Amazon.com and WalMart.com in which our FansEdge and ProTeam brands and their products are sold in the apparel and sporting section of these websites. Amazon, with an audience of more than 60100 million active customer accounts, affords us national brand prominence for our FansEdge.com brand. On August 31, 2009, WalMart announced the launch of the “WalMart Marketplace” whereby they selected a few retailers based on their strong customer service track records and large assortments of quality brands and products to enhance the WalMart on-line experience. Pro Team, a Dreams, Inc. brand, was chosen to provide their vast array of sports licensed products. Also, beginning in March of 2011, Dreams went live with Sears.com as a key vendor in their innovative on-line community to exclusively manage the team licensed products category experience.

E-commerce orders are fulfilled by shipping products from ~~its~~our own warehouse facilities in Sunrise, Florida, Chicago, Illinois, and Las Vegas, Nevada ~~and Denver~~, ~~Colorado,~~ and from suppliers via drop-ship agreements. Our distribution network enables us to provide prompt delivery service to our online customers. It is our goal to be the market leader by shipping orders the same day they are received.

This channel’s strategy is to be the best at what they do within the sports-licensed products and memorabilia vertical. Tactics employed to execute this strategy include:

•

Applying critical expertise to improve logistics and provide the best possible customer experience;

•

Strengthening brands by continually expanding catalogs and reinforcing market positioning in response to market demand;

•

Efficiently transforming shoppers into customers and effectively turning customers into repeat customers; and

•

Operating with optimal efficiencies realized through superior market expertise and technology, total commitment to quality, accuracy, and timely fulfillment.

Manufacturing/Distribution Segment.

Mounted Memories.

Mounted Memories (“MMI”) celebrating its ~~22nd~~23nd anniversary this year, is one of the largest wholesalers of authentic sports and celebrity memorabilia products, custom framing and acrylic display cases in the country. The Company maintains exclusive and non-exclusive agreements with numerous athletes who frequently provide autographs and/ or game used memorabilia at agreed upon terms. In addition to its relationships with various athletes and their representatives, MMI holds licenses with different sports leagues which allow for the manufacture and distribution of a wide array of products. Licenses are currently held with MLB, MLBPA, NFL, NBA, NHL, Golden Bear (Jack Nicklaus), NASCAR and a variety of NASCAR teams and drivers and many more. MMI has diversified into obtaining several celebrity licenses to compliment their sports licenses ~~during the past year~~, including Signature Product (Elvis Presley), and CBS (I Love Lucy).

LOGO

Specifically, MMI strives to enhance its market leading position by executing ~~against~~ the following objectives:

•

Expand and diversify product lines by adding new licenses and bringing new products to market.

•

Continue to pursue exclusive licensing and memorabilia opportunities.

•

Enhance manufacturing efficiencies.

•

Provide strategic advantages to company owned retail properties by offering exclusively manufactured items.

MMI has been in business since 1989 and has achieved its industry leading status fundamentally due to a combination of its licenses and its strict authenticity policies. The only sports memorabilia products sold by MMI are those produced by MMI through private or public signings organized by MMI or purchased from an authorized agent of MMI and witnessed by an MMI and /or league representative. In addition to sports and celebrity memorabilia products, MMI manufactures a large selection and supply of custom acrylic display cases, with over 50 combinations of materials, colors and styles. The primary raw material used in the production process is acrylic. There are many vendors who sell plastic throughout South Florida. The Company seeks to obtain the best pricing through competitive vendor bidding. The Company does not produce the helmets, footballs, baseballs or other objects which are autographed. Those products are available through numerous suppliers. No individual supplier represented more than ten percent of the Company’s total year ended December 31, ~~2010~~2011 or ~~2009~~2010 purchases.

MMI has one of the most advanced and effective fulfillment processes in the industry and utilizes the most current shipping software to assist in the process. MMI operates out of a 50,000 square foot facility in Sunrise, Florida and has ~~satellite~~sales ~~operations~~offices in Denver, CO and Chicago, IL and will continue to invest in ~~technologies~~ technologies that enhance its competitive manufacturing and distribution advantages.

The Comet Clothing Company, LLC

Comet Clothing sources and ~~manufacturers~~manufactures cut and sew and import apparel goods for wholesale and retail distribution. Its major brand holdings include Zubaz, one of the original licensed products brands in the industry.

The Greene Organization.

The Greene Organization since 1991 has been engaged in athlete representation and corporate sports marketing of individual athletes. This boutique division provides athletes with all “off-field” activities including but not limited to; personal appearances, product endorsements, book publishing deals, public/private autograph signings, licensing and marketing opportunities. As a result, over the years, The Greene Organization has become a portal for numerous corporate clients who regularly contract this division to identify a professional athlete to enhance their company’s profile, products and or services. ~~Recently, The Greene Organization added Andre Dawson, the sole inductee into the 2010 National Baseball Hall of Fame as a client.~~ In addition, the auction arm of this division, SCAC (Sports Collectibles and Auction Company) provides complete auction services to charities and organizations throughout the country. Warren H. Greene, president of The Greene Organization, is the brother-in-law of the Company’s president.

Competition.

The Company’s retail stores compete with other retail establishments, including the Company’s franchise stores and other stores that sell sports related merchandise, memorabilia and similar products. The success of our stores depends, in part, on the quality, availability and the varied selection of authentic products offered, as well as providing strong customer service.

Our e-commerce business competes with a variety of online and multi-channel competitors including mass merchants, fan shops, major sporting goods chains and online retailers. We believe the principal competitive factors are product selection, price, customer service and support, web site features and functionality, and delivery performance.

MMI competes with several major companies and numerous individuals in the sports and celebrity memorabilia industry such as Steiner Sports and Upper Deck Authenticated. MMI believes it competes well within the industry because of the reputation it has established in its 2223-year existence. MMI focuses on ensuring authenticity and providing the best possible customer service. MMI has concentrated on maintaining and selling memorabilia items of athletes and celebrities that have a broad national appeal. MMI believes it maintains its competitive edge because of its long established relationships with numerous high profile athletes, each of the major sports leagues and several of the largest sports agencies. Several of its competitors tend to focus on specific regional markets due to their relationships with sports franchises in their immediate markets. The success of those competitors typically depends on the athletic performance of those specific franchises. Additionally, MMI typically focuses on the three core sports that provide the greatest source of industry revenue, baseball, football and ~~NASCAR~~basketball.

Within the acrylic display case line of business, MMI competes with other companies which mass produce cases. MMI does not compete with companies which custom design one-of-a-kind cases. MMI believes that because it is one of the country’s largest acrylic case manufacturers, it is price competitive due to its ability to purchase large quantities of material and pass the savings on to customers.

The Greene Organization competes with other companies which provide “off-field” services to athletes, some of which are much larger and better capitalized, including traditional sports agencies such as International Management Group.

Employees.

The Company employs ~~405~~570 full-time employees and 40 part-time employees. None of our employees are represented by a labor union and we believe that our employee relations are good.

Seasonality.

Our business is highly seasonal with operating results varying from quarter to quarter. We have historically experienced higher revenues and profits in the October – December quarter, primarily due to holiday sales. Approximately 53% ~~and 50%~~ of our annual revenues were generated during this quarter for ~~2010~~2011 and ~~2009~~2010. Management believes that the percentage of revenues in the holiday ~~quarter~~ quarter will increase in future years as we focus on and grow the retail segment. As a result, we may incur additional expenses and cash needs during our holiday quarter, including higher inventory of product and additional staffing in anticipation of of increased sales activity.

Item 1A.

Risk Factors.

~~Not~~We operate ~~required~~in ~~for~~rapidly ~~smaller~~changing ~~reporting~~industries ~~companies~~which makes our operating results difficult to predict.

The industries in which we operate are rapidly changing and evolving making our risks, capital needs and operating results difficult to predict. Any failure to adapt our business in response to market changes could adversely affect our operating results.

Our failure to manage growth and diversification of our business could harm us.

We are continuing our efforts to grow in the United States. This has placed, and will continue to place, demands on our personnel, as well as on our operational and financial infrastructure. To effectively manage our growth initiatives, we will need to continue to expand, improve and adapt our personnel, operations, infrastructure and our financial and information management systems and continue to implement adequate controls. These enhancements and improvements are likely to be complex and could require significant operating expenses, capital expenditures and allocation of valuable management resources. We may also have to expand our management team by recruiting and employing additional experienced executives and employees. If we are unable to adapt our business, put adequate controls in place and expand our management team in a timely manner to accommodate our growth, our business may be adversely affected.

We may not be able to compete successfully against current and future competitors.

Our business is rapidly evolving and intensely competitive. We face competition from technology and service providers which supply one or more components of an e-commerce solution and other providers of integrated e-commerce solutions. Our Web Syndication services has competitors with longer operating histories, larger customer bases, greater brand recognition and/or greater financial, marketing and other resources. Those competitors may be able to devote more resources to technology development and marketing.

We cannot assure you that we will be able to compete successfully against current and future competitors. In addition, competition may intensify as our competitors enter into business combinations or alliances or raise additional capital and established companies in other market segments or geographic markets expand into our market segments or geographic markets. If we cannot compete successfully against our competitors, our business, results of operations and financial condition could be negatively impacted.

Our business is highly seasonal; a weak fourth quarter could have a material adverse effect on our operating results for the year.

Our fourth fiscal quarter has accounted for and is expected to continue to account for a disproportionate amount of our total annual revenues because consumers increase their purchases and businesses increase their advertising to consumers during the fourth quarter holiday season. For fiscal years 2011 and 2010, 53% of our annual net revenues were generated in our fourth fiscal quarter. Because our fourth quarter accounts for a larger percentage of our annual revenue, any negative impact on our business during the fourth quarter will have a disproportionate adverse affect on our results of operations for the full year.

General economic conditions may adversely affect our results of operations and financial condition.

General economic conditions may adversely affect our results of operations and financial condition. The direction and relative strength of the global economy as well as the local economies in which we compete continue to be uncertain and any weakness in consumer spending may have an adverse effect on our results of operations and financial condition. Recent softness in the real estate and mortgage markets, volatility in fuel and other energy costs, deteriorating economic conditions in different countries, difficulties in the financial services sector and credit markets, high levels of unemployment and other macro-economic factors have created consumer uncertainty about current economic conditions which could adversely affect consumer confidence and behavior in ways that adversely affect our results of operations and financial condition.

Our leverage and debt service obligations could adversely affect our financial condition and our ability to fulfill our obligations and operate our business.

We currently have and expect to continue to have a significant amount of indebtedness. As of December 31, 2011, borrowings under our Existing Credit Facility and capital Leases were about $12,000. We may also incur additional indebtedness in the future. In the event of a default under any of our indebtedness, our indebtedness could become immediately due and payable and could adversely affect our financial condition.

Our indebtedness could have significant negative consequences, including:

•

our debt level increases our vulnerability to general adverse economic and industry conditions;

•

we may have difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions or other purposes;

•

we may need to use a substantial portion of our cash flow from operations to pay interest and principal on our debt, which would reduce the amount of money available to finance our operations and other business activities;

•

our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general; and

•

our substantial amount of debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors that have less debt.

Our growth and success depend, in part, on our ability to add new clients, our ability to maintain and expand our relationships with existing clients, and the financial condition of our clients.

Key elements of our growth strategy include adding new clients and extending the term of existing client agreements. Competition for clients is intense, and we may not be able to add new clients or keep existing clients on favorable terms, or at all. If we are unable to add new clients within the time frames projected by us, we may not be able to achieve our targeted results in the expected periods. A change in the management of our clients could adversely affect our relationship with those clients, including our ability to renew agreements with those clients or enter into amendments to those agreements on favorable terms. Many of our client contracts contain service level commitments. If we are unable to meet these commitments, our relationships with our clients could be damaged, client rights to terminate their contracts with us may be triggered, and financial penalty provisions of the contracts may be triggered. If any of our existing clients were to exit the business we provide services to, declare bankruptcy, suffer other financial difficulties, fail to pay amounts owed to us, and/or terminate or modify their relationships with us, our business, results of operations and financial condition could be adversely affected. If our agreements with existing clients expire or are terminated, we may be unable to renew or replace these agreements on comparable terms, or at all.

We are subject to significant inventory risks.

We are exposed to significant inventory risks that may adversely affect our operating results. These inventory risks are a result of seasonality, changes in consumer tastes, changes in consumer demand and spending habits, and other factors. In order to be successful in our owned inventory we must accurately predict consumer demand and avoid overstocking or under-stocking products. If we fail to identify and respond to changes in merchandising and consumer preferences, sales on our owned inventory could suffer and we could be required to mark down unsold inventory, which would depress our profit margins. In addition, any failure to keep pace with changes in consumers’ tastes could result in lost opportunities and reduced sales through our owned inventory. If we are unable to liquidate our inventory through our primary channels, then we may need to liquidate merchandise below cost through third party channels. Inventory loss and theft, or “shrinkage,” and merchandise returns could also increase in the future. If merchandise returns are significant, or our shrinkage rate increases, our revenues and costs of operations could be adversely affected.

Our licensed sports business depends on continued customer interest in professional sports leagues and could be adversely affected by any decrease in fan interest in the professional sports leagues, their teams or their players.

Our business derives substantial revenues from the sale of sports products branded with the names and logos of professional sports leagues, their teams and/or their players. Any decrease in fan interest in professional sports leagues, their teams or their players, including as a result of labor conflicts (and resulting lock-outs, strikes, or cancelled games or seasons), player trades, player injuries, the lack of success of popular players or teams, or logo changes, could adversely affect our revenues and financial results.

A disruption at any of our facilities could materially and adversely affect our business, results of operations and financial condition.

Any disruption at any of our facilities, including system, network, telecommunications, software or hardware failures, any damage to our physical locations or off-site data centers, or our ability to access our locations for any reason, could materially and adversely affect our business, results of operations and financial condition.

Our operations are subject to the risk of damage or interruption from:

•

fire, flood, hurricane, tornado, earthquake or other natural disasters;

•

power losses and interruptions;

•

Internet, telecommunications or data network failures;

•

physical and electronic break-ins or security breaches;

•

computer viruses;

•

acts of terrorism;

•

outbreak of disease; and

•

other similar events.

If any of these events occur, it could result in interruptions, delays or cessations in our businesses. Our clients might seek significant compensation from us for their losses. Even if unsuccessful, this type of claim likely would be time consuming and costly for us to address and damaging to our reputation.

We are dependent upon consumers’ willingness to use the Internet for commerce.

Our success depends upon the general public’s continued willingness to use the Internet as a means to purchase goods, communicate, and conduct and research commercial transactions. If consumers became unwilling or less willing to use the Internet for communications or commerce for any reason, including lack of access to high-speed communications equipment, congestion of traffic on the Internet, Internet outages or delays, disruptions or other damage to users’ computers, increases in the cost of accessing the Internet and security and privacy risks or the perception of such risks our businesses would suffer, such decreased use of the internet for communications and commerce would have an adverse impact on our businesses.

We may be unable to protect our proprietary technology and intellectual property rights.

Our success depends to a significant degree upon the protection of our intellectual property rights. We may be unable to deter infringement or misappropriation of our software, trademarks, business processes and other proprietary information and material, detect unauthorized use or take appropriate steps to enforce our intellectual property rights. The steps we have taken to protect our proprietary rights may be inadequate and third parties may infringe or misappropriate our proprietary rights. Any significant failure on our part to protect our intellectual property could make it easier for our competitors to offer similar services and thereby adversely affect our market opportunities. In addition, litigation may be necessary in the future to enforce our intellectual property rights. Litigation could result in substantial costs and diversion of management and technical resources.

We have been, and may in the future be subject to intellectual property claims or competition or trade Practices claims that could be costly and could disrupt our business.

Third parties may assert that our businesses or technologies infringe or misappropriate their intellectual property rights, or that we are engaging in unfair competition or other illegal trade practices. During our normal course of business, we have been notified of potential patent disputes in the past, although nothing material. Patent infringement and other intellectual property claims, whether meritorious or not, are time consuming and costly to resolve, and could require expensive changes in our methods of doing business, could require us to enter into costly royalty or licensing agreements, or could require us to cease conducting certain operations.

If one or more states successfully assert that we should collect or should have collected sales or other taxes on the sale of our merchandise, our business could be harmed.

The application of sales tax or other similar taxes to interstate and international sales over the Internet is complex and evolving. We currently collect sales or other similar taxes only for goods we own, sell and ship into certain states. One or more local, state or foreign jurisdictions may seek to impose past and future sales tax obligations on us or other out-of-state companies that engage in e-commerce. If one or more states or any foreign country successfully asserts that we should collect sales or other taxes on the sale of merchandise for which we are not currently collecting taxes, it could result in substantial tax liability for past sales, decrease future sales and otherwise harm our business.

our agreements with our clients. If we are not able to or do not maintain the required insurance coverage, we could breach those agreements.

Our success is dependent upon our executive officers and other key personnel.

Our success depends to a significant degree upon the contribution of our executive officers and other key Personnel, including our President & CEO, Ross Tannenbaum. Our executive officers and key personnel could terminate their employment with us at any time despite any employment agreements we may have with these employees. Due to the competition for highly qualified personnel, we cannot be sure that we will be able to retain or attract executive, managerial or other key personnel. In addition, key personnel of an acquired company may decide not to work for us. The loss of any of our key personnel could harm our business if we are unable to effectively replace that person, if we incur significant operating expenses and direct management time to search for a replacement, or if that person should join one of our competitors or otherwise compete with us.

We may be unable to hire and retain skilled personnel which could limit our growth.

Our success depends on our ability to continue to identify, attract, retain and motivate skilled personnel. Due to intense competition for these individuals from our competitors and other employers, we may not be able to attract or retain highly qualified personnel in the future. Our failure to attract and retain the experienced and highly trained personnel that are integral to our businesses may limit our growth. Additionally, we have experienced recent growth in personnel numbers and expect to continue to hire additional personnel in selected areas. Managing this growth requires significant time and resource commitments from our senior management. If we are unable to effectively manage a large and geographically dispersed group of employees or to anticipate our future growth and personnel needs, we may not be able to retain skilled personnel and our business may be adversely affected.

The price of our common stock has and may continue to fluctuate significantly.

Our stock price has been and may continue to be volatile. Fluctuations in our stock price have been and may be as a result of a variety of factors, many of which are beyond our control. These factors include, among others: our performance and prospects; fluctuations in our operating results; changes in our publicly available guidance of future results of operations; investor perception of us and the industries in which we operate; and general financial, economic and other market conditions. In addition, broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance. Declines in our stock price could have a material adverse impact on investor confidence and employee retention.

We have never paid dividends on our common stock and do not anticipate paying dividends in the foreseeable future.

We have never paid cash dividends on our common stock and do not anticipate that any cash dividends will be declared or paid in the foreseeable future. In addition, the terms of our Existing Credit Facility with PNC Bank restrict our ability to declare or pay dividends on our common stock.

Item 1B.

Unresolved Staff Comments.

None.

Item 2.

Properties.

We do not own any real property. The Company leases its corporate office and primary manufacturing/warehouse facility in Plantation, Florida and Sunrise, Florida, respectively. The corporate office lease is for approximately 7,500 square feet of office space and expires in June 2013, and has total occupancy costs of approximately, $18 per month. The Company’s principal executive, human resources and accounting offices are located at the Plantation, Florida facility.

Our primary manufacturing/warehouse facility is located in Sunrise, Florida and has approximately 50,000 square feet of office, manufacturing and warehousing space. The lease isexpires ~~for a 10 year term expiring~~ in ~~2012~~December 2013, with total occupancy costs of approximately $40 per month with 3% annual increases. We also lease a warehouse facility in ~~Denver, Colorado which has approximately 1,500 square feet and a warehouse facility~~ in Las Vegas, NV which has approximately 12,000 square feet that ~~have~~has an occupancy ~~costs~~cost of $~~1 and $~~15 per month, ~~respectively~~expiring in December 2012.

Our ~~sixteen~~fifteen (1615) company-owned stores currently lease their facilities, with lease terms (including renewal options) expiring in various years through September 2018 with initial terms of 5 to 10 years.

Our Internet division leases a 207,000 square foot facility in Northbrook, IL with a termination date of May 31, 2014 and a monthly occupancy cost of approximately, $120. WeIn ~~are~~June ~~analyzing~~2011, ~~whether~~the weCompany secured ~~will require~~ a ~~larger~~second distribution facility orin ~~another~~Elk ~~satellite~~Grove, IL to support our continued eCommerce growth. The Elk Grove facility inis ~~late~~120,000 ~~2011~~square orfeet ~~early 2012~~with the ability to ~~support~~expand, if necessary. The lease is for 1-year, with a 1-year option at a monthly occupancy cost of $35. We are analyzing our ~~continued~~longer ~~eCommerce~~term ~~growth~~distribution center needs that may include a consolidation of these two facilities into one, larger facility in the near future.

Item 3.

Legal Proceedings.

None.

Item 4.

Removed and Reserved

1012

Part II

Item 5.

Market for the registrant’s common equity, related stockholder matters and Issuer purchases of equity securities.

The Company’s common stock is listed on the NYSE Amex Equities Exchange ~~as a result of an acquisition by the NYSE of the American Stock Exchange~~ under the symbol “DRJ”. The high and low bids of the Company’s common stock for each quarter during the year ended December 31, ~~2010~~2011, and the year ended December 31, ~~2009~~2010, are as follows:

Year Ended December 31, 2011


	High Bid Price		Low Bid Price
First Quarter	$	3.11	$	1.93
Second Quarter		2.65		2.04
Third Quarter		2.92		1.66
Fourth Quarter		2.50		1.73

Year Ended December 31, 2010


	High Bid Price		Low Bid Price
First Quarter	$	1.64	$	1.47
Second Quarter		1.54		1.28
Third Quarter		1.90		1.88
Fourth Quarter		2.67		2.55

~~Year~~The ~~Ended~~records of Fidelity Transfer, the Company’s transfer agent, indicate that there are 395 record ~~December~~owners of the Company’s common stock as of March 311, ~~2009~~2012. Because many of our shares of common stock are held by brokers, and other institutions on behalf of stockholders, we are unable to determine the total number of stockholders represented by these record holders. However, we believe there are more than 2,000 beneficial holders of our common stock. On March 1, 2012, the high bid price was $2.62 and the low bid price was $2.52 for the Company’s common stock.

	High Bid Price		Low Bid Price
First Quarter	$	.51	$	.30
Second Quarter		.47		.21
Third Quarter		1.74		.34
Fourth Quarter		1.68		.81

The records of Fidelity Transfer, the Company’s transfer agent, indicate that there are 375 record owners of the Company’s common stock as of March 1, 2011. Because many of our shares of common stock are held by brokers, and other institutions on behalf of stockholders, we are unable to determine the total number of stockholders represented by these record holders. However, we believe there are more than 1,900 beneficial holders of our common stock. On March 1, 2011, the high bid price was $2.98 and the low bid price was $2.90 for the Company’s common stock.

Dividend Policy

The Company has never paid dividends and we intend to retain future earnings to finance the expansion of our operations and for general corporate purposes. In addition, our current loan and security agreement with ~~Regions~~PNC Bank prohibits the Company from paying cash dividends.

Issuance of Unregistered Securities

The Company issued ~~337~~555,~~835~~ 115 unregistered common shares as a result of options that were exercised during the reporting period.

The Company issued 87,573 unregistered common shares as a result of options that were exercised during the year ended December 31, 2009.

All of the common stock issued for the above transactions were not registered under the Securities Act of 1933 (the “Act”) and were issued pursuant to an exemption from registration under Section 4 (2) of the Act.

1113

EQUITY COMPENSATION PLAN INFORMATION

Number of securitiesto be issued uponexercise of outstandingoptions, warrants andrights

Weighted – averageexercise price ofoutstanding options,warrants and rights

Number of securitiesremaining availablefor future issuancesunder equitycompensation plans(excluding securitiesreflected in column (a))

(a)

(b)

(c)

Equity Compensation Plans Approved by Security Holders

1648,~~203,557~~442

.54

1689,~~244,441~~326

Equity Compensation Plans Not Approved by Security Holders

*319,995

.60

* Represents options granted during the previous four-years to employees and consultants prior to the adoption of the Company’s 2006 Equity Incentive Plan which was approved by the shareholders in January 2007.

Item 6.

Selected Financial Data.

Not required for smaller reporting companies.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such statements are indicated by words or phrases such as “anticipates,” “projects,” “management believes,” “Dreams believes,” “intends,” “expects,” and similar words or phrases. Such factors include, among others, the following: competition; seasonality; success of operating initiatives; new product development and introduction schedules; acceptance of new product offerings; franchise sales; advertising and promotional efforts; adverse publicity; ~~expansion of the franchise chain;~~ availability, locations and terms of sites for franchise development; changes in business strategy or development plans; availability and terms of capital including the continuing availability of our credit facility with ~~Comerica~~PNC Bank or a similar facility with another financial institution; labor and employee benefit costs; changes in government regulations; and other factors particular to the Company.

Should one or more of these risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements of Dreams may vary materially from any future results, performance or achievements expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to Dreams or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. Dreams disclaims any obligation to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Management’s Overview

Dreams, Inc., headquartered in Plantation, Florida is a Utah Corporation which was formed on April 9, 1980, has evolved into a technology driven, vertically integrated, multi-channel retailer focused on the sports licensed products industry. This has previously been accomplished, in part, via organic growth and strategic acquisitions. We believe our senior management and corporate infrastructure is well suited tofor ~~acquire~~further ~~both~~organic ~~large~~growth and ~~small industry~~for ~~competitors~~strategic and synergistic acquisitions of companies and assets, ~~especially~~particularly ~~online~~within the eCommerce industry.

Specifically, we are engaged in multiple aspects of the licensed sports products and autographed memorabilia industry through a variety of distribution channels.

We generate revenues principally from:

•

Our e-commerce component featuring www.FansEdge.com and others; (reported in retail segment)

•

Our web syndication sites; (reported in retail segment)

• Our ~~nine~~ten (910) company-owned FansEdge stores; (reported in retail segment)

• Our ~~seven~~five (75) company-owned Field of Dreams stores; (reported in retail segment)

•

Our catalogues; (reported in retail segment)

•

Our manufacturing/distribution of sports memorabilia products, custom acrylic display cases and framing; (reported in mfg/wholesale segment)

•

Our running of sports memorabilia /collectible trade shows; (reported in mfg/wholesale segment)

•14 ~~Our franchise program through the four (4) Field of Dreams franchise stores presently operating*; (reported in other income) and~~

•

Our franchise program through the five (5) Field of Dreams franchise stores presently operating*; (reported in other income) and

•

Our representation and corporate marketing of individual athletes* (reported in other income).

*	revenues not material to the overall consolidated results.

Organic Growth (dollar amounts in thousands)

The Company has drawn on a complete spectrum of competencies it has developed over the years to support its flagship online brand, FansEdge. This has allowed the Company to leverage the investments made during the past several years by marketing a proven range of services to third parties that include; managed hosting, custom site design and development, customer service, order fulfillment, purchasing, inventory management, marketing, merchandising, and analytics and reporting. The Company calls the compilation of e-commerce services described above, Web Syndication and believes there are significant growth opportunities that exist in the marketplace. Our current web syndication portfolio consists of some of the best known brands and properties in the country, including JC Penney, ~~AOL~~Comcast Sports, Majestic Athletic, ~~NBC Sports~~Modell’s ~~and~~Sporting ~~the~~Goods, ~~Philadelphia~~University ~~Eagles~~of Texas, toChicago ~~name~~Bulls aand ~~few.~~the Philadelphia Eagles.

With the continued growth of our Web Syndication business model, we are leveraging the Company’s investment in its broad inventory by adding additional distribution channels for our products through our partner’s sites. This concurrent marketing effort is improving our inventory turns, increasing our absorption rates, and reducing overall inventory carrying costs.

Commencing in June 2008, we opened (6) six FansEdge stores in the greater Chicago, IL area. (Our FansEdge store count is currently ~~nine~~ten (910).) This was in support of our Multi-channel Retailing strategy; whereby we market a single brand via multiple channels. We are pleased with the results to date of our FansEdge brick & mortar stores. They have performed well during the slow economy as we believe they offer approachable price points for the consumer. They cross market with the on-line Fansedge.com site and benefit by a high-tech inter-active kiosk used in each of the FansEdge stores. Furthermore, we have begun to offer this suite of Multi-channel Retailing services to third parties who are seeking to add one or more distribution channels to their retail model.

13Our proprietary eCommerce platform has also enabled us to implement a state-of-the-art interactive Kiosk for ordering products. These Kiosks are in each of our FansEdge stores and are providing a unique shopping experience for our customers by allowing them to access the entire Company portfolio of more than 200,000 product offerings. In 2011, we experienced a range of 10% to 20% lift in our store sales attributed to the Kiosk. The Company is exploring joint venture deals with other retailers who could benefit by adding a broader range of merchandising options to their patrons by placing our Kiosks within their store footprint or integrating our technology feed into their own hardware. In fact, on February 7, 2011, JC Penney announced that they rolled out its Findmore® smart fixture (kiosk) to over 120 select stores across the country, featuring our Sports Fan Shop.

Our proprietary eCommerce platform has also enabled us to fuel a state-of-the-art interactive Kiosk for ordering products. These Kiosks are in each of our FansEdge stores and are providing a unique shopping experience for our customers by allowing them to access the entire Company portfolio of more than 200,000 product offerings. In 2010, we experienced a range of 10% to 20% lift in our store sales attributed to the Kiosk. The Company is exploring joint venture deals with other retailers who could benefit by adding a broader range of merchandising options to their patrons by placing our Kiosks within their store footprint or integrating our technology feed into their own hardware. In fact, on February 7, 2011, JC Penney announced that they rolled out its Findmore® smart fixture (kiosk) to over 120 select stores across the country, featuring our Sports Fan Shop.

We believe this expansion of our revenue producing footprint will serve us well as we navigate our business models and look to distinguish ourselves from our competitors.

Objective

Analysis

~~During~~15 2010, we closed three (3) under-performing Field of Dreams stores as their lease terms came due and we chose not to renew. We are targeting additional Field of Dreams store closings in the first quarter of 2011. We will continue to monitor the results of the remaining stores to ensure that they are providing the Company with the desired results.

We believe the implementation of our Multi-channel Retailing strategy will strengthen our FansEdge brand in the marketplace, and that we are well positioned to capture increased activity of on-line retail purchases. Industry experts and analysts state that currently, only 7-8% of all retail sales are being conducted on-line and are anticipated to increase.

On the mChannel front, we plan to continue to invest in various initiatives to leverage mobile opportunities to acquire customers online and offline, conduct mobile commerce, enhance the in-store experience and connect with our customers even when they are not shopping. Currently, our e-commerce platform is mobile capable and with revenues transacted from mobile devices growing exponentially, this will become a more material part of our overall revenue stream. In the near future, we plan on releasing an enhanced mobile e-commerce experience that is fully optimized for intuitive shopping via a mobile device. After this release we expect mobile revenue to grow even faster. Additionally, we plan to continue to expand our various mobile oriented marketing programs that we use to acquire new customers and stimulate repeat purchasing from existing programs. Currently, we use programs such as local search, text alerts and other mobile oriented promotions. We also plan to use mobile to enhance our in-store experience such as using QR codes to allow in-store shoppers to access customer reviews, quickly see what other teams we have available in a particular style and to quickly see what sizes we might have online that we may not have in the store.

With the continued growth of our Web Syndication business model, which grew from 31 clients in 2008 to 50 clients in 2009, and 65 clients in 2010, and revenues from syndication growing from $3,000 in 2008 to over $17,000 in 2009, and $34,000 in 2010 (this figure of $34,000 is included in our Internet revenues of $84,728), we are leveraging the Company’s investment in its broad inventory by offering the items to multiple sites simultaneously. This should improve our inventory turnover, increase our absorption rates and reduce inventory carrying costs. We believe there is significant opportunity in the marketplace to grow this model. However, with the success we are experiencing with our web syndication model, we will be seeking a more quality client and have and may continue to not-renew smaller accounts.

Towards the end of 2010, we acquired a 51% ownership stake in The Comet Clothing Company, LLC. This entity owns the rights to the Zubaz® brand, a line of casual sportswear with unique designs. Also, we consummated a purchase agreement for certain assets previously owned by Collegiate Marketing Services (CMS). The principal asset is the retail contract with the University of Texas for the management of both the official online store and all campus event sales. Both of these initiatives were strategic in nature for the Company. We have now added the ability to manufacture soft goods (apparel) within the organization and will seek to produce some of the items that will be featured on many of our online shops and our partners’ eCommerce sites. This should improve our overall gross margins. In addition, with our team providing game-day/stadium sales for the University of Texas, we are able to deliver a comprehensive retail solution to current and prospective clients that are looking for a provider who excels at eCommerce and in-stadium operations and merchandising.

~~Historically~~During 2011, ~~the~~we ~~fourth~~closed ~~quarter~~four ~~of the fiscal year~~ (~~October to December~~4) under-performing ~~has~~Field ~~accounted for a greater proportion~~ of ~~our~~Dreams ~~operating~~stores ~~income~~as ~~than have each of the other~~ three ~~quarters~~ of their ~~our~~lease ~~fiscal~~terms ~~year.~~came ~~This is primarily~~ due toand ~~increased activities as a result of the holiday season. We expect that~~ we ~~will~~chose ~~continue~~not to ~~experience~~renew, ~~quarterly variations~~with ~~and~~one ~~operating~~(1) store ~~results~~requiring ~~principally~~an asearly atermination ~~result~~fee of ~~the seasonal nature of our industry~~$75. ~~Management~~We ~~continues~~will tocontinue ~~seek ways~~ to ~~shift~~monitor ~~expenses from~~ the ~~non-holiday quarters to the busier holiday quarter in order to improve cash flow. Other factors also cause a significant fluctuation of our quarterly~~ results, ~~including the timing~~ of ~~special events,~~ the ~~general~~remaining ~~popularity~~stores ofto aensure ~~specific team~~ that ~~plays~~they inare aproviding ~~championship or an individual athlete who enters their respective sports’ Hall of Fame,~~ the ~~amount~~Company and timing of new sales contributed by new web syndication accounts, new stores, the timing of personal appearances by particular athletes and general economic conditions. Additional factors may cause fluctuations in expenses, including the costs associated with the ~~opening of new stores, the integration of acquired businesses and stores into our operations , the general health of the economy, and corporate expenses needed to support our expansion and growth~~desired ~~strategy~~results.

On the Mobile Channel front, we plan to continue to invest in various initiatives to leverage mobile opportunities to acquire customers online and offline, conduct mobile commerce, enhance the in-store experience and connect with our customers even when they are not shopping. Currently, our e-commerce platform is mobile capable and with revenues transacted from mobile devices growing exponentially, this is expected to become a more material part of our overall revenue stream. In the near future, we plan on releasing an enhanced mobile e-commerce experience that is fully optimized for intuitive shopping via a mobile device. Additionally, we plan to continue to expand our various mobile oriented marketing programs that we use to acquire new customers and stimulate repeat purchasing from existing programs. Currently, we use programs such as local search, text alerts and other mobile oriented promotions. We also plan to use mobile to enhance our in-store experience such as using QR codes to allow in-store shoppers to access customer reviews, quickly see what other teams we have available in a particular style and to quickly see what sizes we might have online that we may not have in the store.

With the continued growth of our Web Syndication business model, which grew from 31 clients in 2008 to 77 clients in 2011, and revenues from syndication growing from $3,000 in 2008 to $44,000 in 2011, (this figure of $44,000 is included in our Internet revenues of $113,000), we are leveraging the Company’s investment in its broad inventory by offering the items to multiple sites simultaneously. This should improve our inventory turnover, increase our absorption rates and reduce inventory carrying costs. We believe there is significant opportunity in the marketplace to grow this model.

Towards the end of 2010, we acquired a 51% ownership stake in The Comet Clothing Company, LLC. This entity owns the rights to the Zubaz^® brand, a line of casual sportswear with unique designs. Also, we consummated a purchase agreement for certain assets previously owned by Collegiate Marketing Services (CMS). The principal asset is the retail contract with the University of Texas for the management of both the official online store and all campus event sales. Both of these initiatives were strategic in nature for the Company. We have now added the ability to manufacture soft goods (apparel) within the organization and will seek to produce some of the items that will be featured on many of our online shops and our partners’ eCommerce sites. This should improve our overall gross margins within this segment. In addition, with our team providing game-day/stadium sales for the University of Texas, we are able to deliver a comprehensive retail solution to current and prospective clients that are looking for a provider who offers both eCommerce and in-stadium operations and merchandising.

Historically, the fourth quarter of the fiscal year (October to December) has accounted for a greater proportion of our operating income than have each of the other three quarters of our fiscal year. This is primarily due to increased buying activities as a result of the holiday season. We expect that we will continue to experience quarterly variations and operating results principally as a result of the seasonal nature of our industry. Management continues to seek ways to shift expenses from the non-holiday quarters to the busier holiday quarter in order to improve cash flow. Additionally, other factors also cause a significant fluctuation of our quarterly results, including the timing of special events, the general popularity of a specific team that plays in a championship or an individual athlete who enters their respective sports’ Hall of Fame, the amount and timing of new sales contributed by new web syndication accounts, new stores, the timing of personal appearances by particular athletes and general economic conditions. Other factors may cause fluctuations in expenses, including the costs associated with the opening of new stores, the integration of acquired businesses and stores into our operations, the general health of the economy, and corporate expenses needed to support our expansion and growth strategy.

Conclusion

GENERAL

As used in this Form 10-K “we”, “our”, “us”, “the Company” and “Dreams” refer to Dreams, Inc. and its subsidiaries unless the context requires otherwise.

Use of Estimates and Critical Accounting Policies

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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Significant estimates underlying the accompanying consolidated financial statements include: the determination of the lower of cost or market adjustment for inventory; sales returns; the allowance for doubtful accounts; the recoverability of long-lived and intangible assets; the determination of deferred income taxes, including related valuation allowances; the accrual for actual, pending or threatened litigation, claims and assessments; and assumptions related to the determination of stock-based compensation

In an on-going basis, the Company reviews its outstanding customer receivables for collectability. Adjustments to the allowance account are made according to current knowledge. Additionally, management reviews the composition of its inventory no less than annually. Reserves are adjusted accordingly. On a quarterly basis, the Company also evaluates its ability to realize its deferred tax assets and whether or not a valuation allowance is necessary.

The Company has both Goodwill and other long-lived intangible assets which are not amortized. As prescribed by the FASB, the Company evaluates the carrying value of these assets for impairment. Significant economic changes may require the Company to recognize impairment. As of December 31, ~~2010,~~2011 noand ~~impairment~~as ~~has been necessary. As~~ of December 31, ~~2009~~2010, no impairment had been necessary, yet the Company had taken a write down to Goodwill in the amount of $64 due to the closing of stores previously acquired that had Goodwill associated with the original purchase during the second quarter of 2009.

Management believes that the following may involve a higher degree of judgment or complexity:

Collectibility of Accounts Receivable

The Company’s allowance for doubtful accounts is based on management’s estimates of the creditworthiness of its customers, current economic conditions and historical information, and, in the opinion of management, is believed to be an amount sufficient to respond to normal business conditions. Should business conditions deteriorate or any major customer default on its obligations to the Company, this allowance may need to be significantly increased, which would have a negative impact upon the Company’s operations. The Company’s current allowance for doubtful accounts is $2624.

	December 31,2010		December 31,2009
	December 31,2011		December 31,2010
Accounts receivable	$	911,~~924~~614	$	59,~~377~~924
Allowance for doubtful accounts		2624		3526
Accounts receivable, net	$	911,~~898~~590	$	59,~~342~~898

Reserves on Inventories

The Company establishes a reserve based on historical experience and specific reserves when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to operations results when the estimated net realizable value of inventory items declines below cost. Management regularly reviews the Company’s investment in inventories for declines in value. Adjustments are made to the reserve based on a number of factors, such as, players changing teams, falling out of favor with the public, incurring an injury, etc. These negative situations may impact valuation. However, dynamics that could increase inventory value, like the death of an athlete, do not result in writing up of inventory values. The Company’s current reserve for inventory obsolescence is $~~530~~463.

	December 31,2010		December 31,2009
Inventory	$	33,139	$	27,063
Reserves for inventory obsolescence		530		470
Inventory, net	$	32,609	$	26,593


	December 31, 2011		December 31, 2010
Inventory	$	45,158	$	33,139
Reserves for inventory obsolescence		463		530

Inventory, net	$	44,695	$	32,609

Income Taxes

Significant management judgment is required in developing the Company’s provision for income taxes, including the determination of deferred tax assets and liabilities and any valuation allowances that might be required against the deferred tax assets. The Company evaluates quarterly its ability to realize its deferred tax assets and adjusts the amount of its valuation allowance, if necessary. The Company provides a valuation allowance against its deferred tax assets when it believes that it is more likely than not that the asset will not be realized. The Company has prepared an analysis based upon historical data and forecasted earnings projections to determine its ability to realize its net deferred tax asset. After consideration of all the evidence, both positive and negative, management has determined that ano valuation allowance ~~of $187~~ as of December 31, ~~2009~~2011, was necessary. ~~The change in the valuation allowance for the current year is $187.~~

Goodwill and Unamortized Intangible Assets

In accordance with FASB ~~Accounting~~A ~~Standards~~S ~~Codification~~C Topic 350-20-35 Intangibles-Goodwill and Other > Goodwill > Subsequent Measure, the Company evaluates the carrying value of goodwill as of December 31 of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of the reporting unit’s goodwill to its carrying amount. In calculating the implied fair value of goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair value. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds it implied fair value.

The Company’s evaluations of the carrying amount of goodwill were completed as of December 31, ~~2010~~2011 in accordance with ASC Topic 350-20-35, resulted in no impairment losses. During the quarter ended June 30, 2009, the Company closed one of its retail stores. As a result of the store closing, the Company wrote off approximately $64 of goodwill recorded in the original acquisition of this store in November of 2006.

Revenue Recognition

The Company recognizes retail (including e-commerce sales and web syndication sales) and wholesale/distribution revenues at the later of (a) the time of shipment or (b) when title passes to the customers, all significant contractual obligations have been satisfied and collection of the resulting receivable is reasonably assured. Retail revenues and wholesale/distribution are recognized at the time of sale. Return allowances, which reduce gross sales, are estimated using historical experience.

Revenues from the sale of franchises are deferred until the Company fulfills its obligations under the franchise agreement and the franchised unit opens. The franchise agreements provide for continuing royalty fees based on a percentage of gross receipts.

Management fee revenue related to the representation and marketing of professional athletes is recognized when earned and is reflected net of its related costs of sales. The majority of the revenue generated from the representation and marketing of professional athletes relates to services as an agent. In these arrangements, the Company is not the primary obligor in these transactions but rather only receives a net agent fee.

Revenues from industry trade shows are recognized at the time of the show when tickets are submitted for autographs or actual product purchases take place. In instances when the Company receives pre-payments for show autographs, the Company records these amounts as deferred revenue.

The Company ~~partnered~~had inapproximately a$714 ~~corporate~~in ~~rebate~~orders ~~program~~not ~~with~~yet ashipped ~~national~~as ~~consumer goods retailer. The Company issued rebate coupons for which it was pre-paid 50%~~ of ~~the coupon value. Certificates redeemed through March~~December 31, ~~2009, were recognized as revenue in the period~~2011. Additionally, a breakage model was projected for the program’s eight month term, based upon redemption totals redeemed through April 27, 2009, the program’s termination date. Thus, the Company recognized breakage revenue over the seven months (September 2008 – March 09), of the program. The balance of certificates redeemed during the program’s last month (April 09), were relieved from deferred revenue and recognized in our manufacturing/wholesale revenues for the quarter ended June 30, 2009.

~~The~~18 ~~Company had approximately $1,028 in orders not yet shipped as of December 31, 2010.~~

RESULTS OF OPERATIONS

The following table presents our historical operating results for the periods indicated as a percentage of net sales:

	Year EndedDecember 31,2010		Year EndedDecember 31,2009
	Year EndedDecember 31,2011		Year EndedDecember 31,2010
Net Sales		1.00		1.00
COGS		.54		.5354
Gross Profit		.46		.4746
*Operating Expenses		.4142		.4241
Operating Income		.0504		.05
Income Before Taxes		.0201		.0102
Net Income		.01		.0001

* Does not include depreciation and amortization.

**	The above table may not foot due to rounding.

18RESULTS OF OPERATIONS—TWELVE MONTHS ENDED DECEMBER 31, 2011 AS COMPARED TO THE TWELVE MONTHS ENDED DECEMBER 31, 2010. (dollars in thousands)

~~Table~~Revenues. Total revenues increased 27.3% to $141,720 during the twelve months ended December 31, 2011, from $111,363 during the same period ended December 31, 2010. This increase was attributed to an increase in retail revenues generated through on-line sales. Online sales continue to represent the fastest growing area of ~~Contents~~the Company and will remain its primary focus.

~~RESULTS~~Manufacturing OFand ~~OPERATIONS—TWELVE~~distribution ~~MONTHS~~revenues ~~ENDED~~remained ~~DECEMBER~~constant at $15,344 during the twelve months ended December 31, 2011, and $15,321 during the same period ended December 31, 2010. ASNet ~~COMPARED~~revenues TOreported, ~~THE~~after elimination of intercompany sales, decreased 2.7% to $10,807 during the twelve months ended December 31, 2011, from $11,107 ~~TWELVE~~during ~~MONTHS~~the ~~ENDED~~same ~~DECEMBER~~period ended December 31, ~~2009~~2010. Nevertheless, over the past few years, the Company has modified its manufacturing segment to primarily support its retail efforts instead of maintaining and growing its own wholesale account customer base. This has resulted in providing the Company’s retail assets with a competitive advantage. In a continuation of Dreams’ concentration on retail and the continued migration of the wholesale unit from a separate entity to an internal retail channel supplier, consideration is being given to the absorption of the unit into the retail segment.

~~Revenues.~~Retail ~~Total~~operation revenues increased 3031.20% to $~~111~~130,~~363~~697 during the twelve months ended December 31, ~~2010~~2011, from $8599,~~535~~798 during the same period ended December 31, ~~2009~~2010. This increase was attributed to anthe ~~increase~~continuing ingrowth ~~retail~~the ~~revenues~~Company ~~generated~~is ~~through~~experiencing with its on-line ~~sales~~properties. ~~Online~~In ~~sales~~fact, ~~continue~~Retail torevenues ~~represent~~represented ~~the fastest~~over ~~growing~~92.2% ~~area~~ of the Company’s ~~and~~consolidated ~~will remain its primary focus~~revenues.

~~Manufacturing~~• ~~and~~E-Commerce ~~distribution~~– Our Internet retail division revenues ~~decreased~~ 2increased 33.64% to $15113,~~321~~000 ~~during~~for the ~~twelve~~year ~~months~~ ended December 31, ~~2010~~2011, from $1584,~~730~~728 ~~during~~generated for the ~~same~~year ~~period~~ ended December 31, ~~2009~~2010. ~~Net~~We ~~revenues~~are ~~reported,~~experiencing ~~after~~organic ~~elimination~~online ofgrowth ~~intercompany~~from ~~sales,~~our ~~decreased~~flagship 3brand, FansEdge.2%com toand ~~$11,107~~continue ~~during~~to grow the ~~twelve~~ ~~months~~web ~~ended~~syndication ~~December 31,~~portfolio. ~~2010,~~A ~~from~~further ~~$11,470~~break-out ~~during~~of ~~the~~our ~~same~~E-Commerce ~~period~~revenue ~~ended~~components ~~December 31~~shows $44,000 ~~2009.~~in ~~During~~web ~~the~~syndication ~~first~~revenues, ~~quarter~~up of29.4% ~~2009~~over 2010, ~~the~~when ~~Company~~we ~~recorded~~delivered ~~revenue of~~ $~~762~~34,000 ~~associated~~in ~~with~~web asyndication ~~national~~sales ~~consumer~~and ~~goods retailer project. Nevertheless~~$69,000 ~~the~~in ~~Company~~E-Commerce ~~has~~revenues ~~modified~~produced ~~its~~from ~~manufacturing~~our ~~segment~~owned-brands, toled ~~primarily~~by ~~support~~www.FansEdge.com, ~~its~~up ~~retail~~35.2% ~~efforts~~over ~~instead~~2010, ofwhen ~~maintaining~~we ~~and~~delivered ~~growing~~$51,000 ~~its~~in ~~own~~E-Commerce ~~wholesale~~revenues ~~account~~from ~~customer~~our ~~base~~owned-brands. ~~This~~Total ~~has~~E-Commerce ~~resulted~~revenues ~~initially~~of in$113,000 arepresented ~~reduction~~nearly 80.0% of ~~this~~the ~~segment~~Company’s ~~revenues~~ ~~but~~consolidated isrevenues ~~providing~~and ~~the~~are ~~Company’s~~expected ~~retail~~to ~~assets~~increase ~~with~~further as a ~~competitive~~percentage ~~advantage.~~of over-all sales in 2012.

~~Retail~~• ~~operation~~FansEdge stores – Retail revenues generated through our eleven (11) FansEdge stores increased 3533.45% to $997,~~798~~644 ~~during~~for the ~~twelve~~year ~~months~~ ended December 31, ~~2010~~2011, from $735,~~711~~725 ~~during~~generated for the ~~same~~year ~~period~~ ended December 31, ~~2009.~~2010 ~~This~~when ~~increase~~we ~~was~~had ~~attributed~~nine to(9) ~~the~~FansEdge ~~continuing~~stores ~~growth~~operating. ~~the~~Same ~~Company~~store issales ~~experiencing~~were ~~with~~up ~~its on-line properties~~4. 5%.

• ~~E-Commerce~~Field –of ~~Our~~Dreams® ~~Internet~~stores ~~retail~~-. ~~division~~Retail revenues ~~increased~~generated 41through our five (5) company-owned Field of Dreams stores decreased 10.98% to $847,~~728~~540 for the year ended December 31, ~~2010~~2011, from $598,~~700~~453 generated for the year ended December 31, ~~2009.~~2010 Wewhen ~~are~~we ~~experiencing~~had ~~nearly~~nine ~~20.0%~~(9) ~~organic~~company-owned ~~online~~Field ~~growth~~of ~~from~~Dreams ~~our~~stores ~~flagship~~operating. ~~brand~~However, ~~FansEdge.com~~same ~~and~~store ~~continue~~sales towere ~~grow~~up ~~the web syndication portfolio~~14.4%.

• ~~FansEdge~~Stadium ~~stores~~Sales – Retail revenues generated ~~through~~in ~~our~~stadium ~~nine~~was ~~(9)~~$2,513, ~~FansEdge~~up ~~stores increased 53.7~~181% ~~to $5,725~~ for the year ended December 31, ~~2010~~2011, ~~from~~when $3we ran both the University of Texas and the Chicago Fire,~~724~~ ~~generated~~versus $892 for the year ended December 31, ~~2009~~2010 when we ~~had~~operated ~~six~~ (61) ~~FansEdge~~stadium ~~stores operating~~venue. ItThis is ~~important~~the tonewest ~~note~~channel ~~that~~for ~~same store sales were up 36.0% as we continue to make operational improvements and were able to leverage~~ the ~~NHL Blackhawks Championship in June 2010~~Company.

• Field of Dreams® stores -. Retail revenues generated through our nine (9) company-owned Field of Dreams stores decreased 17.8% to $8,453 for the year ended December 31, 2010, from $10,287 generated for the year ended December 31, 2009 when we had (12) company-owned Field of Dreams stores operating.

• Stadium Sales – Retail revenues generated in stadium was $892 for the year ended December 31, 2010. This is a new channel for the Company.

Costs and expenses. Total costs of sales for the twelve months ended December 31, 2010 increased 32.3%, to $59,715, versus $45,123 for the same period in 2009. As a percentage of total sales, costs were 53.6% and 52.7% for the twelve months ended December 31, 2010 and December 31, 2009, respectively.

Costs of sales of manufacturing/distribution products were $6,543 for the twelve month period ended December 31, 2010, versus $5,497 for the same twelve month period in 2009, or a 19.0% increase. As a percentage of total manufacturing/distribution sales, costs were 70.0% and 62.0% for the twelve months ended December 31, 2010 and December 31, 2009, respectively. After elimination of intercompany sales, as a percentage of total manufacturing/distribution sales, costs were 58.9% and 47.9%, respectively. During the first quarter of 2009, the Company recorded revenue of $762 associated with a national consumer goods retailer project with higher than historical gross profits.

Cost of sales of retail products were $53,172 for the twelve month period ended December 31, 2010, versus $39,626 for the same twelve month period in 2009, or a 34.1% increase. This increase is attributable to an overall increase in retail sales. While we maintained historical gross margins slightly north of 47.0% at Internet, we worked on greatly reduced margins at our Field of Dreams stores in anticipation of specific store closings. As a percentage of total sales, costs were 53.2% and 53.8% for the twelve months ended December 31, 2010 and December 31, 2009, respectively.

Operating expenses increased 26.8% to $45,939 for the twelve month period ended December 31, 2010, versus $36,226 for the same period in 2009. The current period expenses were elevated by some one-time, non-cash and cash charges totaling over $1,200 that included, charges associated with financings and M & A activity, certain legal fees, write-offs and expenses associated with the closing of several Field of Dreams stores, impairment charges associated with some pre-paid royalties, non cash, compensation expense related to the issuance of warrants as a part of an equity private placement, and severance expenses to released employees from the closed Field of Dreams stores. One-time charges for 2009 were approximately $600. As a percentage of sales, operating expenses were 41.2% and 42.2% for the twelve month periods ended December 31, 2010 and December 31, 2009, respectively. Without these one-time charges to operations, as a percentage of sales, operating expenses would have been 40.2% for the year ended December 31, 2010.

~~Interest~~Costs ~~expense,~~and ~~net~~expenses. ~~Net~~Total ~~interest~~costs ~~expense~~of ~~was~~sales ~~$1,185~~ for the twelve months ~~ended~~ ended December 31, ~~2010~~2011 increased 27.3%, to $76,035, versus $159,~~268~~715 for the same period ~~last~~in ~~year~~2010. ~~This~~The ~~slight~~increase ~~decrease~~ is as a result of ~~the~~higher ~~Company~~overall ~~refinancing~~sales. ~~its~~As ~~senior~~a ~~revolving~~percentage ~~credit~~of ~~facility~~total insales, ~~July~~costs ~~2010~~were at53.6% ~~vastly~~for ~~reduced~~both ~~interest~~the ~~rates~~twelve months ended December 31, 2011 and December 31, 2010.

~~Provision~~Costs ~~for~~of ~~income~~sales ~~taxes.~~of ~~The~~manufacturing/distribution ~~Company~~products ~~recognized~~were ~~an income tax expense of~~ $16,~~363~~232 for the ~~year~~twelve month period ended December 31, ~~2010~~ 2011, versus ~~an income tax expense of~~ $~~711~~6,543 for the same twelve month period in ~~2009~~2010. ~~Each~~As ~~quarter,~~a ~~the~~percentage ~~Company evaluates whether the realizability~~ of ~~its~~total ~~net~~manufacturing/distribution ~~deferred tax assets is more likely than not. Should the Company determine that a valuation reserve is necessary~~sales, itcosts ~~would~~were ~~have a material impact on the Company’s operations~~70.0% ~~The~~for ~~Company~~both has prepared an analysis based upon historical data and forecasted earnings projections to determine its ability to realize its net deferred tax asset. The Company believes it is more likely than not that the ~~net~~twelve ~~deferred~~months ~~tax~~ended ~~asset will be realized. Therefore~~December 31, ~~the~~2011 ~~Company has determined that a valuation allowance was not necessary as of~~ and December 31, 2010. ~~The~~After ~~effective~~elimination ~~tax~~of ~~rates~~intercompany ~~for~~sales, ~~2010~~as ~~was~~a ~~49.0% and~~percentage ~~for 2009 was 81.0% due to the cumulative timing~~ of ~~differences~~total inmanufacturing/distribution ~~the~~sales, ~~deferred~~costs ~~tax~~were ~~benefits~~57.6% ~~associated with federal~~ and ~~state~~58.9%, ~~net operating loss carry-forwards and a return to profitability of the operations in 2009~~respectively.

~~LIQUIDITY~~Cost ~~AND~~of ~~CAPITAL~~sales ~~RESOURCES~~of retail products were $69,803 for the twelve month period ended December 31, 2011, versus $53,172 for the same twelve month period in 2010, or a 31.2% increase. This increase is attributable to an overall increase in retail sales. As a percentage of total sales, costs were 53.4% and 53.2% for the twelve months ended December 31, 2011 and December 31, 2010, respectively.

~~Our~~Operating ~~primary~~expenses ~~sources~~increased of30.9% ~~liquidity~~to ~~during~~$60,136 for the twelve ~~months~~month period ended December 31, 2011, versus $45,939 for the same period in 2010. The current period expenses were elevated by some one-time, ~~are~~non-core, non-cash and cash charges totaling $1,961 that included, charges associated with our senior debt financing, certain legal fees, two legal settlements, write-offs and expenses associated with the closing of several Field of Dreams stores, impairment charges associated with some pre-paid royalties, non cash, ~~flows~~compensation ~~generated~~expense ~~daily~~related to the issuance of stock options to employees, and severance expenses to released employees from ~~our~~the ~~operating~~closed ~~subsidiaries;~~Field ~~availability~~of ~~under~~Dreams ~~our~~stores. One-time charges for 2010 were approximately $201,~~000~~200. ~~senior~~As ~~revolving credit~~a ~~facility~~percentage of sales, operating expenses were 42.4% and ~~available~~41.2% ~~cash~~for the twelve month periods ended December 31, 2011 and December 31, 2010, respectively. Without these one-time charges to operations, as a percentage of sales, operating expenses would have been 41.0% for the year ended December 31, 2011 and 40.2% for the year ended December 31, 2010.

~~The~~Interest ~~balance sheet as of December 31~~expense, ~~2010, reflects working capital of $19,645 versus working capital of $9,903 at December 31, 2009~~net. AtNet ~~December 31,~~interest ~~2010,~~expense ~~the Company’s cash~~ was $~~440~~978 ~~compared~~for ~~to $582 at December 31, 2009. Please note that~~ the ~~Company~~twelve ismonths not negatively impacted by the cash balance of $440 as it has sufficient access to capital under its revolving credit facility with its senior lender. As a lead-in to the holiday season, the Company draws down on its line of credit to make inventory purchases so it is properly positioned to support the increased sales activity experienced during the quarter ended December 31~~. The increased throughput results in significant pay-downs to the line balances; and the yearly cycle starts anew. For example~~, ~~as of September 30~~2011, ~~2010~~versus $1,185 for the ~~Company’s~~ ~~outstanding~~same ~~line~~period ~~balance~~last ~~was $16,521~~year. This ~~figure~~reduction ~~peaked~~ in ~~October~~interest ofexpense ~~2010~~is ~~near $19,000 and ended the year with~~ a ~~nominal~~result ~~outstanding line balance~~ of ~~$1,128.~~paying ~~Net~~lower ~~accounts~~interest ~~receivable~~rates ~~at December 31, 2010 were $9,898 compared~~ to ~~$5,342~~ atour ~~December 31,~~senior ~~2009~~lender.

Provision for income taxes. The Company recognized an income tax expense of $729 for the year ended December 31, 2011, versus an income tax expense of $1,363 for the same period in 2010. Each quarter, the Company evaluates whether the realizability of its net deferred tax assets is more likely than not. Should the Company determine that a valuation reserve is necessary, it would have a material impact on the Company’s operations. The Company has prepared an analysis based upon historical data and forecasted earnings projections to determine its ability to realize its net deferred tax asset. The Company believes it is more likely than not that the net deferred tax asset will be realized. Therefore, the Company has determined that a valuation allowance was not necessary as of December 31, 2011. The effective tax rate for 2011 was 37.1% and for 2010 was 49.0%.

LIQUIDITY AND CAPITAL RESOURCES (dollars in thousands)

Our primary sources of liquidity during the twelve months ended December 31, 2011, are the cash flows generated daily from our operating subsidiaries; availability under our $27,500 senior revolving credit facility and available cash. Noteworthy, was our successful refinancing of our senior debt with the establishment of a $35,000 revolving credit facility effective December 23, 2011, that also provides for an additional $5,000 seasonal over advance to support our projected growth.

The balance sheet as of December 31, 2011, reflects working capital of $20,911 versus working capital of $19,645 at December 31, 2010. At December 31, 2011, the Company’s cash was $1,860 compared to $440 at December 31, 2010. Please note that the Company is not negatively impacted by the cash balance of $1,860 as it has ample access to capital under its revolving credit facility with its new senior lender. Throughout the year, and accelerated as a lead-in to the holiday season, the Company draws down on its line of credit to make inventory purchases so it is properly positioned to support the projected increased sales activity it experiences during the quarter ended December 31. The increased throughput results in significant pay-downs to the line balances; and the yearly cycle starts anew. For example, our highest outstanding line balance occurred during the first week of November at $26,400 and finished the year at about $6,700 (when netting out the year-end cash balances). Net accounts receivable at December 31, 2011 were $11,590 compared to $9,898 at December 31, 2010.

Use of Funds

Cash ~~provided~~used byin operations amounted to $45,~~123~~079 for the twelve months ended December 31, ~~2010~~2011, compared to $54,~~249~~123 cash provided by operations during the same period of ~~2009~~2010. The Company’s ~~had~~inventory anlevels ~~increase~~increased inby ~~its~~more ~~inventory~~than ~~levels~~$12,000 in order to support its continued ~~online~~e-Commerce growth along with making inventory investments in new lines of businesses, i.e. MMA (mixed martial arts). Also, the Company has brought in additional hard-goods into inventory to generate slightly higher margins as opposed to having these hard-goods supplied by a third party, drop-ship vendor. With a higher year-end inventory balance, the Company is experiencing higher growth rates than projected with its e-Commerce sales in the first quarter of 2012.

~~Cash~~20 used in investing activities was $3,091 for the twelve months ended December 31, 2010 and $919 cash used in investing activities for the same period ended December 31, 2009. The Company acquired specific assets previously owned by CMS during the period and purchased additional racking for its main distribution center.

Cash used in investing activities was $2,498 for the twelve months ended December 31, 2011 and $3,091 cash used in investing activities for the same period ended December 31, 2010.

Cash provided by financing activities was $8,997 for the twelve months ended December 31, 2011, versus $1,174 cash used in financing activities for the same period in 2010. On December 23, 2011, the Company used $9,000 from its newly established credit facility with PNC Bank to pay-off the entire outstanding line amount from its previous senior lender.

Other Activity

On December 23, 2011, Dreams, Inc. (the “Company”) and its subsidiaries (collectively the “Debtors”) closed on a $35,000 revolving credit facility with PNC Bank. $35,000 will be available from August 1 to December 31 reducing to $30,000 on January 1 of every year. The revolving note (the “Note”) has a maturity date of December 23, 2014. The amount outstanding from time to time under the Note may not exceed the sum of: (i) 85% of the Borrowers’ eligible accounts receivable; plus (ii) 85% of Borrowers’ eligible credit cards receivable; plus (iii) up to the lesser of (x) 60% of eligible Borrowers’ inventory or (y) 90% of the net Borrowers’ orderly liquidation value of eligible inventory; minus (iv) any applicable reserves. The initial principal balance under the Note is $9,000.

Interest shall accrue on all outstanding amounts under the Note at the rate of LIBOR plus 2.25% per annum, and is due and payable monthly in arrears. The rate may further adjust based upon the Company’s Fixed Charge Coverage Ratio and Seasonal Over-advances (up to $2,500 for three (3) months beginning in June and $5,000 for six (6) months beginning in September. Seasonal Over-advances will be priced at 50 basis points above the then applicable margin. The default rate of interest is the applicable rate plus 2% per annum. An unused line fee in the amount of 0.25% per annum is payable monthly in arrears based on the average daily unused portion of the facility. All outstanding principal, and any remaining outstanding interest, shall be paid in one lump sum on the maturity date.

The Debtors have granted PNC Bank a security interest in all of Debtors’ assets and a pledge of Debtors equity in all of the Company’s subsidiaries to secure Debtors payment when due of all of Debtors existing and future indebtedness to PNC Bank.

The transaction documents contain standard affirmative and negative loan covenants.

On May 18, 2010, the Company entered into a Securities Purchase Agreement with three accredited investors, pursuant to which the Company raised $2,000 through the issuance of 1,428,570 shares of the Company’s common stock and warrants to purchase 285,714 shares of the Company’s common stock at an exercise price of $1.80 per share. The offering was exempt from registration pursuant to exemption under section 4(2) of the Securities Act of 1933.

On July 16, 2010, the Company entered into a Subscription Agreement with a group led by William Blair & Company, LLC whereby the Company agreed to sell and issue to the investors a total of 4,615,384 shares of the Company’s common stock for $6,000. The shares had been registered on a Form S-3 filed by the Company with the Securities and Exchange Commission.

On July 23, 2010, the Company entered into a 3-year loan and security agreement with Regions Bank who provided the Company with a $20,000 Senior Secured Credit Facility, of which $11,200 was used at closing to pay-off its previous loan balances with Comerica Bank. The interest rate on the loan balance is the 30-day libor rate plus a 3.00% margin. The interest rates on outstanding loan balances were reduced from 6.5% from the previous lender, to libor plus a 3.00 margin, or 3.34% for the new line of credit. The new 3-year loan and security agreement is secured by all of the assets of the Company and its divisions. The Regions credit facility requires that certain performance financial covenants be met on a monthly and or quarterly and or yearly basis. These financial covenants consist of a Fixed Charge Coverage Ratio and a Funded Debt to EBITDA Ratio. This facility was refinanced on December 23, 2011 with PNC Bank.

The F.C.C. Ratio is defined as EBITDA, plus Rent Expense, minus all unfinanced Capital Expenditures, plus taxes paid, and any restricted payments made (over a rolling 12 month period ending in the current quarter). This amount is then divided by Interest Expense, Rent expense, and the current maturities of funded debt (over a rolling 12 month period ending in the current quarter). For the quarter ended December 31, 2010, the minimum required ratio is 1.2 to 1.0. The actual ratio was 1.39.

The Funded Debt to EBITDA ratio includes: debt for borrowed funds, subordinated debts, the principal component of all capital leases, any deferred payment by one year or more , and all other debt instruments (other than checks drawn in the ordinary course of business), divided by EBITDA. For the quarter ended December 31, 2010, the required ratio needs to be less than 2.5 to 1.00. The actual ratio was .52 to 1.00.

Analysis

In order to properly fund our growth and leverage each of the opportunities that the Company is delivering to its environment, it was determined that a strengthening of the balance sheet through a $2,000 private placement and subsequently, a $6,000 sale of newly issued common shares was prudent. The Company was also successful in re-financing its senior debt in July that has significantly reduced its cost of capital, thus, providing the Company with meaningful interest expense savings.

Summary

Management believes that future funds generated from our operations and available borrowing capacity will be sufficient to fund our debt service requirements, working capital requirements and our budgeted capital expenditure requirements for the foreseeable future.

Off-balance sheet arrangements

We have not created and are not a party to any special purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. Except as described herein, our management is not aware of any known trends or demands, commitments, events or uncertainties, as they relate to liquidity which could negatively affect our ability to operate and grow as planned, other than those previously disclosed.

NEW ACCOUNTING PRONOUNCEMENTS

In September 2011, the FASB issued ASU 2011-08, Intangibles–Goodwill and Other (Topic 350): Testing Goodwill for Impairment (“ASU 2011-08”). ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350, Intangibles-Goodwill and Other. The more-likely-than-not threshold is defined as having a likelihood of greater than 50%. ASU 2011-08 is effective for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company is currently evaluating the potential impact of this standard on the Company’s consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“ASU 2011-04”). The objective of ASU 2011-04 is to converge guidance of the FASB and the International Accounting Standards Board on fair value measurement and disclosure. This update changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and disclosing information about fair value measurements; clarifies the FASB’s intent about the application of existing fair value measurement requirements; and changes particular principles or requirements for measuring fair value or for disclosing information about fair value measurements. ASU 2011-04 is effective prospectively for interim and annual periods beginning after December 15, 2011. The Company is currently evaluating the potential impact of this standard on the Company’s consolidated financial statements.

In January 2010, the FASB amended guidance now codified as FASB ASC Topic 810, “Consolidation.” FASB ASC Topic 810 changes the accounting and reporting for minority interests, which will be re-characterized as non-controlling interests and classified as a component of equity. The amendment of FASB ASC Topic 810-10 establishes the accounting and reporting guidance for non-controlling interests and changes in ownership interests of a subsidiary. FASB ASC Topic 810 is effective for us on a prospective basis for business combinations with an acquisition date beginning in the first quarter of fiscal year 2010. The adoption of FASB ASC Topic 810 as amended did not have an impact on our consolidated financial statements.

In January 2010, the FASB amended its guidance now codified as FASB ASC Topic 505-20, “Equity – Stock Dividends and Stock Splits,” to clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. These provisions of FASB ASC Topic 505 are effective for interim and annual periods ending after December 15, 2009 and, accordingly, are effective for us for the current fiscal reporting period. The adoption of this pronouncement did not have an impact on our financial condition or results of operations as we do not currently have distributions that allow shareholders such an election.

In January 2010, the FASB issued authoritative guidance which requires new disclosures and clarifies existing disclosure requirements for fair value measurements. Specifically, the changes require disclosure of transfers into and out of “Level 1” and “Level 2” (as defined in the accounting guidance) fair value measurements, and also require more detailed disclosure about the activity within “Level 3” (as defined) fair value measurements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, with the exception of the disclosures about purchases, sales, issuances and settlements of Level 3 assets and liabilities, which is effective for fiscal years beginning after December 15, 2010. As this guidance only requires expanded disclosures, the adoption did not impact the Company’s consolidated financial position, results of operations or cash flows.

In December 2010, the FASB issued amendments that modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with the existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. These amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial position, results of operations or cash flows.

A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to our consolidated financial statements.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 8.

Financial Statements and Supplementary Data.

The financial statements required by this Item 8 are included at the end of this Report beginning on page F-1 as follows:

	Page
AUDITED FINANCIAL STATEMENTS:
Report of Independent Registered Public Accounting Firms		F-1
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of December 31, 2010 and December 31, 2009		F-2
Consolidated Balance Sheets as of December 31, 2011 and December 31, 2010		F-2
Consolidated Statements of Operations for the year ended December 31, 2010 and the year ended December 31, 2009.		F-3
Consolidated Statements of Operations for the year ended December 31, 2011 and the year ended December 31, 2010.		F-3
Consolidated Statement of changes in Stockholders Equity for the year ended December 31, 2010 and the year ended December 31, 2009.		F-4
Consolidated Statement of Changes in Stockholders Equity for the year ended December 31, 2011 and the year ended December 31, 2010.		F-4
Consolidated Statement of Cash Flows for the year ended December 31, 2010 and the year ended December 31, 2009.		F-5
Consolidated Statement of Cash Flows for the year ended December 31, 2011 and the year ended December 31, 2010.		F-5
Notes to Consolidated Audited Financial Statements		F-6
Quarterly Financial Information		F-22

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.

Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15 of the Exchange Act, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, ~~2010~~2011. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2011.

Report of Management on Internal Controls over Financial Reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2010~~2011, utilizing the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, ~~2010~~2011, is effective.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its judgment in assessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and may not be detected.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal controls over financial reporting that occurred during the fourth fiscal quarter of ~~2010~~2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information.

None.

Part III

Item 10.

Directors, Executive Officers and Corporate Governance.

Directors and Officers. The Directors and Executive Officers of the Company and the positions held by each of them are as follows. All directors serve until the Company’s next annual meeting of shareholders.

Name	Age		Serving asDirector/Officer oftheCompanySince	~~Serving~~Position asHeld ~~Director/Officerof~~With the Company ~~Since~~	~~Position Held Withthe Company~~
Sam D. Battistone	72	71	1982	~~1982~~Chairman/Director	~~Chairman/Director~~
Ross Tannenbaum	49	48	1998	~~1998~~President/CEO/Director	~~President/CEO/Director~~
David M. Greene	49	48	2001	~~2001~~Senior V. P. /Corporate Secretary	~~Senior V. P. /Corporate Secretary~~
Dale Larsson	67	66	1982	~~1982~~Director	~~Director~~
Kevin Bates	44	43	2006	~~2006~~Divisional President - Retail	~~Divisional President - Retail~~
Mitch Adelstein		45		2006	Divisional President - Manufacturing
Dorothy Sillano	54		2006	V.P. / Chief Financial Officer
Dorothy Sillano		53		2006	V.P. / Chief Financial Officer
David Malina	67		2006	Director
David Malina		66		2006	Director
Steven Rubin	51		2006	Director
Steven Rubin		50		2006	Director

Biographical Information.

Sam D. Battistone. Sam D. Battistone has been Chairman of the Board since our inception. Mr. Battistone served as president until November 1998. He also served as the Chairman and CEO of Pro Stars, Inc. from January 2005 until he resigned his position in January 2007. He was the principal owner, founder and served as Chairman of the Board, President and Governor of the New Orleans Jazz and Utah Jazz of the National Basketball Association (NBA) from 1974 to 1986. In 1983, he was appointed by the Commissioner of the NBA to the Advisory committee of the Board of Governors of the NBA. He held that position until the Company sold its interest in the team. He served as a founding director of Sambo’s Restaurants, Inc. and in each of the following capacities, from time to time, from 1967 to 1979: President, Chief Executive Officer, Vice-Chairman and Chairman of the Board of Directors. During that period, Sambo’s grew from a regional operation of 59 restaurants to a national chain of more than 1,100 units in 47 states. From 1971 to 1973, he served on the Board of Directors of the National Restaurant Association. We believe Mr. Battistone is well qualified to serve as a director on our board based on his prior service as an executive officer of Pro Stars, Inc., an integrated sports and celebrity memorabilia and live appearance company, as well as his unique and in depth knowledge of the business of sports as a former NBA franchise owner and his experience with professional athletes and sports leagues in general.

Ross Tannenbaum. Mr. Tannenbaum has served as President and a Director of the Company since November 1998. From August 1994 to November 1998, Mr. Tannenbaum was President, director and one-third owner of MMI. From May 1992 to July 1994, Mr. Tannenbaum was a co-founder of Video Depositions of Florida. From 1986 to 1992, Mr. Tannenbaum served in various capacities in the investment banking division of City National Bank of Florida. Mr. Tannenbaum earned a B.A. from the University of Florida in 1984. We believe Mr. Tannenbaum is well qualified to serve as a director on our board based on his extensive experience in the sports memorabilia industry both with the Company and prior thereto with MMI, and also his broad based investment banking experience. Mr. Tannenbaum is the brother-in-law of David M. Greene, the Company’s Senior Vice President.

David M. Greene. David M. Greene has been Senior Vice President of Finance & Strategic Planning since June 2001 and our Corporate Secretary since August 2004. From May 1992 to May 2001, he was the President of Florida Tool & Gauge, Inc., an aerospace manufacturing company located in Fort Lauderdale, Florida that provided precision machined jet and rocket engine components for the Department of Defense, Pratt & Whitney Aircraft and NASA. From April 1987 to April 1992, he served as President of GGH Consultants, Inc., an investment and business consulting company that provided private and public companies with equity and debt financings, M & A advice, Initial Public Offering and Secondary Offering consultation. From May 1984 to March 1987, he worked as an investment executive at the investment banking firm of Drexel, Burnham, Lambert, Inc. in New York City and Ft. Lauderdale, Florida. Mr. Greene earned a B.A. from Tufts University in 1984 and a MBA from Nova University in 1993. Mr. Greene is the brother-in-law of Ross Tannenbaum, the Company’s President.

Dale E. Larsson. Mr. Larsson has served as Director of our Company since 1982. From 1982 until September 1998, Mr. Larsson was our Secretary-Treasurer. Mr. Larsson served as a Director and CFO of Pro Stars, Inc. from January 2005 until he resigned his positions in January 2007. Mr. Larsson graduated from Brigham Young University in 1971 with a degree in business. From 1972 to 1980, Mr. Larsson served as controller of Invest West Financial Corporation; a Santa Barbara, California based Real Estate Company. From 1980 to 1981, he was employed by Invest West Financial Corporation as a real estate representative. From 1981 to 1982, he served as the corporate controller of WMS Famco, a Nevada corporation based in Salt Lake City, Utah, which engaged in the business of investing in land, restaurants and radio stations. Since 1998, Mr. Larsson has also served as the controller of Dreamstar, Inc., an investment and Retail Sports Memorabilia Company. We believe Mr. Larsson is well qualified to serve as a director on our board based on his prior service as an executive officer of Pro Stars, Inc., an integrated sports and celebrity memorabilia and live appearance company, and his extensive experience as a controller at a number of companies in different industries, particularly his experience as a controller for a sports memorabilia company.

Kevin Bates. Kevin Bates founded FansEdge^® in 1998, serving as its CEO. When Dreams, Inc. acquired FansEdge in 2003, he became President of our e-commerce division and now serves as President of our retail division. From 1996 to 1999, Mr. Bates was President of Galvin and Wright, Inc., a consulting firm based in Glenview, Illinois. Prior to that he worked on a contract basis for a wide range of firms including Republic Mortgage Insurance Company of Winston-Salem, North Carolina, Allegiance Health Care of McGaw Park, Illinois, Cincinnati Bell Information Systems of Itasca, Illinois, A.C. Nielson of Bannockburn, Illinois, and others. Mr. Bates holds a B.S. degree in computer science from Northern Illinois University in DeKalb, Illinois. He also holds various technology certificates from DePaul University in Chicago, Illinois, and Internet Webmaster E-commerce Professional from Net Guru Technologies of Oak Brook, Illinois.

Mitch Adelstein. Mitch Adelstein was the founder of Mounted Memories in 1989 and has served as its president since its inception. He is considered a true pioneer of the sports collectibles industry with over 30 years of sports collectible and memorabilia knowledge. Mr. Adelstein has been responsible for all new product designs and day-to-day activities of Mounted Memories for the past 18 years. In 1998, Mounted Memories was acquired by Dreams, Inc. at which time Mr. Adelstein remained on as a member of the management team, until he was renamed its president in 2000. Under Mr. Adelstein, Mounted Memories has evolved into the leader in the autographed sports memorabilia and collectibles industry.

Dorothy Sillano. Ms. Sillano was promoted to Vice President and Chief Financial Officer of the Company in November 2007 after having served as the Company’s Controller since August 2005. From January 1987 until November 1996, Ms. Sillano was Second Vice President of Accounting at Chase Personal Financial Services, the upscale mortgage division of JP Morgan Chase. From 1997 through 1999, Ms. Sillano was the Controller of First American lending, a sub-prime auto finance company. From 2000 through May 2005, Ms. Sillano held the positions of Controller, acting CFO and CFO at three private educational institutions. Also, during this period, she served as a Sarbanes-Oxley consultant with MSI Consulting, Inc. In December 1990, Ms. Sillano earned a B.B.A. in Accounting from Florida Atlantic University, became a Certified Public Accountant in 1991 and was conferred with a MBA from DeVry University in July 2005.

David Malina. Mr. Malina was named as a director of the Company in November 2006 and is currently Vice President of Business Development for Ladenburg Thalmann & Company, Inc., a full service investment banking and brokerage firm that has recently relocated its headquarters to Miami, Florida. From 2003 to 2006, Mr. Malina was corporate Vice President in charge of Investor Relations and Corporate Communications for IVAX Corporation, a multinational pharmaceutical company, with direct operations in 39 countries, sales in over 80 countries, and over 7000 employees. IVAX was sold to Teva Pharmaceuticals Industries Ltd in January 2006 for an enterprise value of $9.9 billion. Prior to his employment at IVAX, Mr. Malina was a Managing Director at the Kriegsman Group, a boutique investment bank in Los Angles, California that specialized in health care. From 1974 to 2000, Mr. Malina was a highly regarded screenplay and teleplay writer working for the major film studios and television networks and producing luminaries such as David Geffin, Arnold Koppelson, Roger Birnbaum, Larry Turman, and Frank Price. Mr. Malina is an honors graduate of the Wharton School at the University of Pennsylvania and attended graduate school at the London School of Economics and Political Science. We believe Mr. Malina is well qualified to serve as a director on our board based on his extensive investor relations, corporate communications and investment banking experience.

Steven Rubin. Mr. Rubin was named a director of the Company in November 2006. Mr. Rubin has served as Executive Vice President—Administration of OPKO Health, Inc., since May 2007 and a director of OPKO since February 2007. Mr. Rubin served as the Senior Vice President, General Counsel and Secretary of IVAX from August 2001 until September 2006. Mr. Rubin currently serves on the board of directors of Safestitch Medical, Inc. (OTCBB:SFES), a medical device company, PROLOR Biotech, Inc.(NYSE Amex: PBTH), a development stage biopharmaceutical company, Kidville, Inc. (OTCBB:KVIL), which operates large, upscale facilities, catering to newborns through five-year-old children and their families and offers a wide range of developmental classes for newborns-5 year olds, Non-Invasive Monitoring Systems, Inc.(OTCBB:NIMU), a medical device company, Tiger X Medical, Inc.(OTCBB:CDOM), formerly known as Cardo Medical, Inc., anpreviously ~~early-stage~~operated as an orthopedic medical device company specializing in designing, developing and marketing reconstructive joint devices and spinal surgical devices ~~(OTCBB:CDOM)~~, Castle Brands, Inc.(NYSE Amex: ROX), a developer and marketer of premium brand spirits, SearchMedia Holdings Limited (NYSE Amex:IDI), a multi-platform media advertising company and in China, Cocrystal Discovery, Inc., a privately held biopharmaceutical company, and Neovasc, Inc.(TSXV:NVC), a company developing and marketing medical specialty vascular devices. Mr. Rubin holds a B.A. in Economics from Tulane University and a J.D. from the University of Florida. We believe Mr. Rubin is well qualified to serve as a director on our board based on his vast legal experience as in-house counsel for a large cap company, as well as his extensive experience serving as a director to a number of companies in various industries, many of which are small cap companies experiencing rapid growth.

~~Background~~Board’s Leadership Structure and ~~Qualifications~~Role ofin ~~Directors.~~Risk Management

~~When~~The considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s ~~business~~is ~~and structure,~~structured ~~the~~such Nominating and Corporate Governance Committee focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that ~~our~~separate ~~directors~~individuals ~~provide~~fill ~~an appropriate mix of experience and skills relevant to~~ the ~~size~~roles ~~and nature~~ of ~~our~~Chairman business. As more specifically described in the biographies set forth above, our directors possess relevant knowledge and experience, industry-specific and otherwise, in the licensed sports products, autographed memorabilia, finance and business fields generally, which we believe enhances the Board’s ability to oversee, evaluate and direct our overall corporate strategy. The Nominating and Corporate Governance Committee annually reviews and makes recommendations to the Board regarding the composition and size of the Board ~~so that the Board consists of members with the proper expertise, qualifications, attributes, skills,~~ and ~~personal~~Chief ~~and~~Executive ~~professional backgrounds needed by the Board, consistent with applicable regulatory requirements~~Officer.

The Board of Directors has an active role, as a whole and also at the committee level, in overseeing the management of Company risks. The Board regularly reviews information regarding the Company’s financial position, profitability, capital, liquidity and operations, as well as the risks associated with each. The Audit Committee oversees the management of financial risks. The Nominating Committee manages risks associated with management including the independence of the Board. The Company’s Compensation Committee is responsible for the oversight of risks related to the Company’s executive and director compensation plan.

The Compensation Committee has determined that any risks arising from the Company’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company. While each committee is responsible for the evaluation of certain risks and the oversight of the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks.

Background and Qualifications of Directors.

When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Nominating and Corporate Governance Committee focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. As more specifically described in the biographies set forth above, our directors possess relevant knowledge and experience, industry-specific and otherwise, in the licensed sports products, autographed memorabilia, and finance and business fields generally, which we believe enhances the Board’s ability to oversee, evaluate and direct our overall corporate strategy. The Nominating and Corporate Governance Committee annually reviews and makes recommendations to the Board regarding the composition and size of the Board so that the Board consists of members with the proper expertise, qualifications, attributes, skills, and personal and professional backgrounds needed by the Board, consistent with applicable regulatory requirements.

Code of Ethics.

We have adopted a code of ethics for our officers and directors. The Code of Ethics was approved by our Board of Directors in June 2004 and is posted on our web site. We will also disclose any amendments or waivers to our Code of Ethics on our website www.dreamscorp.com.

Independence of the Board.

The Board of Directors has determined that the following four individuals of its five member board are independent as defined under the federal securities laws, and the rules of the NYSE Amex Equities Exchange: Mr. Battistone, Mr. Larsson. Mr. Malina and Mr. Rubin.

Committees of the Board of Directors.

Until the creation and adoption of the Company’s audit committee in March of 2007, the Board of Directors acted as our Audit Committee. In addition to the audit committee, in March of 2007, the Company established a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these charters meets the requirements of the NYSE Amex Equities Exchange.

Audit Committee

The Audit Committee presently consists of Messrs. Larsson, Battistone and Malina; with Mr. Larsson serving as chairman. The Audit Committee is responsible for monitoring and reviewing our financial statements and internal controls over financial reporting. In addition, they recommend the selection of the independent auditors and consult with management and our independent auditors prior to the presentation of financial statements to shareholders and the filing of our forms 10-Q and 10-K. Our Board has determined that Mr. Dale Larsson qualifies as an “audit committee financial expert” as defined under the federal securities laws. The Audit Committee’s responsibilities are set forth in an Audit Committee Charter, a copy of which is currently available from the Company and is posted on our web site at www.dreamscorp.com. The Audit committee had (4) four meetings during ~~2010~~2011.

Compensation Committee

The Compensation Committee presently consists of Messrs. Larsson and Malina. The Compensation Committee is responsible for reviewing and recommending to the Board of Directors the compensation and over-all benefits of our executive officers, including administering the Company’s Equity Incentive Stock Option Plan. The Compensation Committee Charter, a copy of which is currently available from the Company, is posted on our web site at www.dreamscorp.com.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee presently consists of Messrs. Battistone and Rubin. The Nominating and Corporate Governance Committee is responsible for identifying prospective qualified Board of Director candidates as well as those names submitted by our shareholders. In addition, this committee provides recommendations to the Board of Directors as to a proper set of corporate governance guidelines and principles to adopt. The Nominating and Corporate Governance Committee Charter, a copy of which is currently available from the Company, and is posted on our web site at www.dreamscorp.com

Compliance With Section 16(a) of the Exchange Act. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company under Rule 16a-3(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during twelve months ended December 31, ~~2010~~2011 and amendments thereto furnished to the Company with respect to the twelve months ended December 31, ~~2009~~2010, the Company is not aware of any person that failed to file on a timely basis, as disclosed in the aforementioned Forms, reports required by Section 16(a) of the Exchange Act during the year ended December 31, ~~2010~~2011.

Item 11.

Executive Compensation.

Employment Agreements

We do not currently have employment contracts in place with any of our Named Executive Officers. It is the position of the Compensation Committee to explore whether it is strategically favorable for the Company to enter into employment contracts with various key executives.

262011 Compensation Tables.

Summary Compensation Table as of ~~Contents~~December 31, 2011 (Dollar amounts in whole numbers)

2010 Compensation Tables.


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)	Option Awards ($)		All Other Compensation ($)			Total ($)
Ross Tannenbaum
PEO		2011		407,000		100,000			—		9,600	516,600
		2010		370,000		100,000			—		9,600	479,600

David M. Greene
Senior V.P Finance		2011		192,500		50,000			—		7,200	249,700
		2010		175,000		50,000			—		7,200	232,200

Kevin Bates
Division President-Retail		2011		384,000		375,000						759,000
		2010		360,000		373,000			—			733,000

Dorothy Sillano
V.P, PFO		2011		159,500		25,000			—			184,500
		2010		145,000		25,000			—			170,000

~~Summary~~Outstanding ~~Compensation~~Equity ~~Table~~Awards asAt of December 31, ~~2010~~2011 ~~(Dollar~~Table ~~amounts in whole numbers)~~

Name and Principal Position	Year		Salary($)			Bonus($)		StockAwards($)		OptionAwards($)			All OtherCompensation($)			Total($)
	Option Awards									Stock Awards
Ross Tannenbaum
	Number ofSecuritiesUnderlyingUnexercisedOptions(#)		Number ofSecuritiesUnderlyingUnexercisedOptions(#)		EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions	OptionExercisePrice		OptionExpiration		NumberofSharesor Unitsof StockThatHaveNotVested		MarketValueofSharesorUnitsofStockThatHaveNotVested	EquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherrightsThatHave NotVested		EquityIncentivePlanAwards:Marketor PayoutValue ofUnearnedShares,Units orOtherrightsThatHave NotVested
PEO		2010		370,000			100,000				—			9,600			479,600
Name	Exercisable		Unexercisable		(#)	($)		Date		(#)		($)	(#)		($)
		2009		333,000			—				69,161			9,600			411,761
Ross Tannenbaum		153,692					.45		6/12
David M. Greene
PEO
Senior V.P Finance		2010		175,000			50,000				—			7,200			232,200
David Greene		68,083					.41		6/12
		2009		157,500			—				7,200			7,200			192,614
Senior V.P.
Kevin Bates
Division President-Retail		2010		360,000			373,000				—						733,000
		2009		324,000			225,000				25,186						574,186
Mitch Adelstein
Division President—Mfg		2010		194,400			—				—			7,200			201,600
		2009		194,400			—				33,623			7,200			235,223
Dorothy Sillano
V.P, PFO		2010		145,000			25,000				—						170,000
		2009		130,500			—				9,753						140,253

Outstanding Equity Awards At December 31, 2010 Table

Option Awards

Stock Awards

Number ofSecuritiesUnderlyingUnexercisedOptions(#)

EquityIncentivePlanAwards:Number of SecuritiesUnderlyingUnexercisedUnearnedOptions(#)

OptionExercisePrice($)

OptionExpirationDate

Number ofShares orUnits ofStock ThatHave NotVested(#)

MarketValue ofShares orUnits ofStock ThatHave NotVested($)

EquityIncentivePlanAwards:Number of UnearnedShares,Units orOther rightsThat HaveNot Vested(#)

EquityIncentivePlanAwards:Market or PayoutValue ofUnearnedShares,Units orOther rightsThat HaveNot Vested($)

Name

Exercisable

Unexercisable

Ross Tannenbaum

153,692

.45

6/12

PEO

David Greene

68,083

.41

6/12

Senior V.P.

Kevin Bates

166,667

.60

2/11

Division President

Mitch Adelstein

82,009

.41

6/12

Division President

Dorothy Sillano

23,790

.41

6/12

PFO

DIRECTOR COMPENSATION

Name	Year		~~Fees~~FeesEarnedor ~~Earned or~~ Paidin Cash($)		~~StockAwards($)~~	StockAwards($)	OptionAwards($)	Total($)		~~Total($)~~
Sam Battistone		~~2010~~2011	$~~10,000~~	10,000				$	10,000	$	~~10,000~~
Dale Larsson		~~2010~~2011	$~~15,000~~	15,000				$	15,000	$	~~15,000~~
Steven Rubin		~~2010~~2011	$~~10,000~~	10,000				$	10,000	$	~~10,000~~
David Malina		~~2010~~2011	$~~10,000~~	10,000				$	10,000	$	~~10,000~~

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Principal Shareholders.

The following table sets forth as of March 1, ~~2011~~2012 the number of the Company’s common stock beneficially owned by persons who own five percent or more of the Company’s voting stock, by each director, by each executive officer, and by all executive officers and directors as a group. The table presented below includes shares issued and outstanding and options exercisable within 60 days.

Name and Address of Beneficial Owner(1)	Number ~~ofShares Owned~~ofSharesOwned			~~Percentof Class~~PercentofClass
Sam D. Battistone		1,~~919~~416,~~505~~005	(2)		4.3.1	%
Ross Tannenbaum		7,~~827~~830,515	(3)		17.41	%
Dorothy Sillano		24,539			*
Dale Larsson 1776 North State Street, ste #160 Orem, UT 84057		~~120~~95,~~461~~491	(4)		*
Mitch Adelstein		377,714			*
Kevin Bates		254,364			*
Kevin Bates		249,614			*
David M. Greene		469,083	(5)		1.0	%
David M. Greene		468,083	(5)		1.0	%
Steven Rubin 4400 Biscayne Blvd Miami, FL 33137		62,051	(6)		*
Steven Rubin 4400 Biscayne Blvd Miami, FL 33137		72,051	(6)		*
David Malina 4400 Biscayne Blvd Miami, FL 33137		30,000	(7)		*
David Malina 4400 Biscayne Blvd Miami, FL 33137		40,000	(7)		*
Frost Gamma Investment Trust (8) 4400 Biscayne Blvd Miami, FL 33137		4,244,872			9.3	%
Frost Gamma Investment Trust 4400 Biscayne Blvd Miami, FL 33137		4,244,872			9.4	%
William Blair & Company, LLC (9) 222 West Adams Chicago, IL 60606		5,823,516			12.7	%
William Blair & Company, LLC 222 West Adams Chicago, IL 60606		5,904,797			13.1	%
All Executive Officers and Directors as a group (8 persons)(10)		10,182,048			22.6	%
All Executive Officers and Directors as a group (9 persons) (8)		11,099,482			24.7	%

See footnotes below.

*	Less than 1.0%

⁽¹⁾	Unless otherwise indicated, the address for each person is 2 South University Drive, suite 325 Plantation, Florida 33324.

⁽²⁾	Includes 20,000 shares which are the subject of stock options.

⁽³⁾	Includes 153,692 shares which are the subject of stock options.

⁽⁴⁾	Includes 30,000 shares which are the subject of stock options

⁽⁵⁾	Includes 68,083 shares which are the subject of stock options.

(6) Includes 4030,000 shares which are the subject of stock options.

(7) Includes 4030,000 shares which are the subject of stock options.

~~(8)~~28 ~~The directors and officers have sole voting and investment power as to the shares beneficially owned by them.~~

⁽⁸⁾	Dr. Phillip Frost has ultimate voting and investment control over the shares held by Frost Gamma Investment Trust.

(9)

Mr. Mike Balkin and Karl Brewer have investment control over the shares held by William Blair & Company, LLC. William Blair & Company’s policy is to vote proxies of its clients solely in the interest of their participants and beneficiaries and for the exclusive purpose of providing benefits to them. The firm’s written procedures contain steps for complying with this policy and specifically address the resolution of conflicts of interest, disclosure to clients, and the provision of requested copies of the proxy voting policy statement and procedures, as required by Rule206(4)-6 under the Investment Advisers Act of 1940. William Blair & Company’s Proxy Committee (composed of representatives from Operations, Compliance, Research and Trading) meets to discuss and vote on proposals not addressed by its proxy voting guidelines.

(10)	The directors and officers have sole voting and investment power as to the shares beneficially owned by them.

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

None.

Director Independence

The Board of Directors has determined that four individuals of its five member board are independent as defined under federal securities laws, including the rules of the NYSE Amex Equities Exchange: Mr. Larsson, Mr. Battistone, Mr. Malina and Mr. Rubin.

Item 14.

Principal Accountant Fees and Services. (dollars in whole numbers)

The following table shows what ~~Kramer~~Goldstein, ~~Weisman~~Schechter, ~~and~~Koch ~~Associates~~ billed for the audit and other services for the years ended December 31, ~~2010~~2011 and December 31, ~~2009~~2010.

	Year Ended12/31/ 2010		Year Ended12/31/09
	YearEnded12/31/ 2011		YearEnded12/31/10
Audit Fees	$	7185,000	$	6271,~~500~~000
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	7185,000	$	6271,~~500~~000

Audit Fees—This category includes the audit of the Company’s annual financial statements, review of financial statements included in the Company’s Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with engagements for those years.

Audit-Related Fees —N/A

Tax Fees—N/A

Overview —The Company’s Audit Committee, reviews, and in its sole discretion pre-approves, our independent auditors’ annual engagement letter including proposed fees and all audit and non-audit services provided by the independent auditors. Accordingly, all services described under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” were pre-approved by our Company’s Audit Committee. The Audit Committee may not engage the independent auditors to perform the non-audit services proscribed by law or regulation. The Company’s Audit Committee may delegate pre-approval authority to a member of the Board of Directors, and authority delegated in such manner must be reported at the next scheduled meeting of the Board of Directors.

3029

Part IV

Item 15.

Exhibits and Financial Statement Schedules.

(a) Financial Statements.

Financial Statements Included in this Report	Page
Report of Independent Registered Public Accounting Firms		F-1 to F-2
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of December 31, 2010 and December 31, 2009		F-3
Consolidated Balance Sheets as of December 31, 2011 and December 31, 2010		F-2
Consolidated Statements of Operations for the year ended December 31, 2010 and the year ended December 31, 2009		F-4
Consolidated Statements of Operations for the year ended December 31, 2011 and the year ended December 31, 2010.		F-3
Consolidated Statement of changes in Stockholders Equity for the year ended December 31, 2010 and the year ended December 31, 2009.		F-5
Consolidated Statement of Changes in Stockholders Equity for the year ended December 31, 2011 and the year ended December 31, 2010.		F-4
Consolidated Statement of Cash Flows for the year ended December 31, 2010 and the year ended December 31, 2009		F-6
Consolidated Statement of Cash Flows for the year ended December 31, 2011 and the year ended December 31, 2010.		F-5
Notes to Consolidated Audited Financial Statements		F-76
Quarterly Financial Information		F-22

(b) Exhibits

Exhibit No.
3.1		Restated Articles of Incorporation, dated June 8, 1989 (1)
3.2		Articles of Amendment, dated March 28, 1996 (1)
3.3		Articles of Amendment, dated January 14, 1999 (1)
3.4		Articles of Amendment to the Revised Articles of Incorporation, dated April 5, 2005 (2)
3.5		Certificate of Amendment to the Certificate of Incorporation, dated January 25, 2007 (3)
3.6		Bylaws (1)
4		Dreams, Inc. Equity Incentive Plan (3)
10.1		Amended and Restated Letter Agreement dated June 30, 2009 (4)
10.2		PNC Bank Loan and Security Agreement (5)
10.3		~~Regions~~PNC Bank Revolving Note (6)
10.4		William Blair & Company, LLC Subscription Agreement (7)
21		Subsidiaries of the Company
23.1		Consent of ~~former~~ Independent Auditors for S-3 registration filing
23.2		Consent of Independent Auditors for S-3 registration filing
31.1		Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed incorporated by reference into any other filing under the Security Act of 1933, as amended, or by the Security Exchange Act of 1934, as amended.)
32.2		Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 as amended or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed incorporated by reference into any other filing under the Security Act of 1933, as amended, or by the Security Exchange Act of 1934, as amended.)
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase
101.DEF**		XBRL Taxonomy Extension Definition Linkbase
101.LAB**		XBRL Taxonomy Extension Label Linkbase
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

(1)	Filed with the Company’s Form 10-SB on September 7, 1999, and incorporated by this reference.

(2)	Filed with the Company’s Form SB-2/A on April 5, 2005, and incorporated by this reference.

(3)	Filed as an exhibit with the Company’s Form 8-k on January 29, 2007, and incorporated by this reference.

(4)	Filed with the Company’s Form 10-Q on August 14, 2009, and incorporated by this reference.

(5) Filed as an exhibit with the Company’s Form 8-k on ~~July~~December 2728, ~~2010,~~2011 and incorporated by this reference.

(6) Filed as an exhibit with the Company’s Form 8-k on ~~July~~December 2728, ~~2010,~~2011 and incorporated by this reference.

(7)	Filed as an exhibit with the Company’s Form 8-k on July 20, 2010, and incorporated by this reference.

3231

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DREAMS, INC., a Utah corporation
By:		/S/ ROSS TANNENBAUM
		Ross Tannenbaum President, Chief Executive Officer
Dated: March 30, 2011
Dated: March 29, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:		/S/ ROSS TANNENBAUM
		Ross Tannenbaum, Chief Executive Officer and a Director (principal executive officer)
Dated: March 30, 2011
Dated: March 29, 2012
By:		/S/ DOROTHY SILLANO
		Dorothy Sillano, V.P. and Chief Financial Officer (principal financial officer, principal accounting officer)
Dated: March 29, 2012
By:		/S/ SAM BATTISTONE
		Sam Battistone, Director
Dated: March 29, 2012
By:		/S/ DALE E. LARSSON
		Dale E. Larsson, Director
Dated: March 29, 2012
By:		/S/ DAVID MALINA
		David Malina, Director
Dated: March 29, 2012
By:		/S/ STEVEN RUBIN
		Steven Rubin, Director
Dated: March 29, 2012

By:		/S/ DOROTHY SILLANO
		Dorothy Sillano, V.P. and Chief Financial Officer (principal financial officer, principal accounting officer)
Dated: March 30, 2011

By:		/S/ SAM BATTISTONE
		Sam Battistone, Director
Dated: March 30, 2011

By:		/S/ DALE E. LARSSON
		Dale E. Larsson, Director
Dated: March 30, 2011

By:		/S/ DAVID MALINA
		David Malina, Director
Dated: March 30, 2011

By:		/S/ STEVEN RUBIN
		Steven Rubin, Director
Dated: March 30, 2011

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Dreams, Inc. and Subsidiaries

We have audited the accompanying consolidated balance ~~sheet~~sheets of Dreams, Inc. and Subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year ~~then~~period ended December 31, 2011. ~~These~~Dreams, ~~consolidated~~Inc. ~~financial~~and ~~statements~~Subsidiaries’ ~~are~~management ~~the~~is ~~responsibility~~responsible offor ~~the~~these ~~Company’s~~financial ~~management~~statements. Our responsibility is to express an opinion on these ~~consolidated~~ financial statements based on our ~~audit~~audits. ~~The consolidated financial statements of Dreams, Inc. and Subsidiaries as of December 31, 2009 were audited by other auditors, whose report dated March 29, 2010, expressed an unqualified opinion.~~

We conducted our ~~audit~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The ~~Company~~company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our ~~audit~~audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the ~~purposes~~purpose of expressing an opinion on the effectiveness of the ~~Company~~company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the ~~consolidated~~ financial statements, assessing the accounting principles used and ~~significant~~ significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

In our opinion, the ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the consolidated financial position of Dreams, Inc. and Subsidiaries as of December 31, ~~2010~~2011 and 2010, and the ~~consolidated~~ results of its consolidated operations and its consolidated cash flows for each of the years in the two-year ~~then~~period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ Goldstein Schechter Koch P.A. March 29, 2012 Hollywood, Florida

March 30, 2011

Hollywood, Florida

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Dreams, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Dreams, Inc. and Subsidiaries as of December 31, 2009 and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated financial statements of Dreams, Inc. and Subsidiaries as of December 31, 2008 were audited by other auditors, whose report dated April 14, 2009, expressed an unqualified opinion and included an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amount and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Dreams, Inc. and Subsidiaries as of December 31, 2009 and, and the consolidated results of their operations and their consolidated cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Kramer Weisman and Associates, LLP

March 29, 2010

Davie, Florida

F-2

Dreams, Inc. and Subsidiaries

Consolidated Balance Sheets

(Dollars in Thousands, except share amounts)

	December 31,2010			December 31,2009
	December 31,2011			December 31,2010
ASSETS
Current assets:
Cash	$	~~440~~1,860		$	~~582~~440
Accounts receivable, net		911,~~898~~590			59,~~342~~898
Inventories		32,609			26,593
Notes receivable, current		131			—
Prepaid expenses and deposits		2,166			2,331
Inventories		44,695			32,609
Deferred tax asset		1,340			1,068
Prepaid expenses and other current assets		3,060			2,166
Total current assets		46,453			35,916
Deferred tax asset		1,396			1,340
Property and equipment, net		5,538			4,654
Total current assets		62,732			46,453
Deferred loan costs		234			21
Property and equipment, net		6,795			5,538
Deferred loan costs		185			234
Notes Receivable		121			—
Goodwill, net		8,650			8,650
Other intangible assets, net		5,~~821~~738			5,~~329~~821
Other assets		9			9
Total Assets	$	6684,~~705~~230		$	5466,~~579~~705
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1418,~~477~~886		$	914,~~516~~477
Accrued liabilities		9,~~264~~818			49,~~583~~264
Current portion of long-term debt		~~323~~275			~~1,116~~323
Borrowings against line of credit		110,~~128~~500			91,~~066~~128
Term Note		—			444
Capital lease obligation, current		445			0
Deferred credits		1,~~622~~897			1,~~288~~622
Total current liabilities		2641,~~814~~821			26,~~013~~814
Long-term debt, less current portion		1,~~694~~418			~~913~~1,694
Capital lease obligation		~~168~~698			~~137~~168
Long-term deferred tax liability		23,~~887~~581			12,~~858~~887
Total Liabilities	$	3147,~~563~~518		$	2831,~~921~~563
Stockholders’ equity:
Preferred stock authorized 10,000,000 shares; issued and 0 outstanding shares as of December 31, 2010 and December 31, 2009.		—			—
Preferred stock authorized 10,000,000 shares; issued and 0 outstanding shares as of December 31, 2011 and December 31, 2010.		—			—
Common stock and additional paid-in capital, no par value; authorized 100,000,000, and 100,000,000 shares; issued and outstanding 44,107,464 and 37,615,786 shares as of December 31, 2010, and December 31, 2009, respectively.		43,814			35,635
Common stock and additional paid-in capital, no par value; authorized 100,000,000, and 100,000,000 shares; issued and outstanding 44,662,579 and 44,107,464 shares as of December 31, 2011, and December 31, 2010, respectively.		44,179			43,814
Treasury stock 38,400 issued as of December 31, 2010 and December 31, 2009.		(46	)		(46	)
Treasury stock 38,400 issued as of December 31, 2011 and December 31, 2010.		(46	)		(46	)
Accumulated deficit		(87,~~588~~354	)		(98,~~931~~588	)
Non-controlling interest in subsidiaries		(3867	)		—(38	)
Total stockholders’ equity		3536,~~142~~712			2535,~~658~~142
Total liabilities and stockholders’ equity	$	6684,~~705~~230		$	5466,~~579~~705

The accompanying Notes are an Integral Part of the Consolidated Financial Statements

F-32

Dreams, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Year Ended December 31, ~~2010~~2011 and the Year Ended December 31, ~~2009~~2010.

(Dollars in Thousands, except share and earnings per share amounts)

	Year endedDecember 31,2010			Year endedDecember 31,2009
	Year endedDecember 31,2011			Year endedDecember 31,2010
Revenues:
Manufacturing/Distribution	$	1110,~~107~~807		$	11,~~470~~107
Retail		99130,~~798~~697			7399,~~711~~798
Other—Fees		~~458~~216			~~354~~458
Total Revenues	$	~~111~~141,~~363~~720		$	85111,~~535~~363
Expenses:
Cost of sales—manufacturing/distribution	$	6,~~543~~232		$	56,~~497~~543
Cost of sales—retail		5369,~~172~~803			3953,~~626~~172
Operating expenses		4560,~~939~~136			3645,~~226~~939
Depreciation and amortization		12,~~820~~709			1,~~819~~820
Total Expenses	$	~~107~~138,~~474~~880		$	83107,~~168~~474
Income from operations	$	32,~~889~~840		$	23,~~367~~889
Interest (expense), net		(~~1,185~~978	)		(1,~~268~~185	)
Other (expense) / income		—72			~~(238~~—	)
Income before income taxes	$	21,~~704~~934		$	~~861~~2,704
Provision for Income tax (expense)/benefit:
Current		(~~295~~376	)		(9295	)
Deferred		(~~1,068~~353	)		(~~702~~1,068	)
Net income	$	1,~~341~~205		$	~~150~~1,341
Net income attributable to non controlling interest		2			—
Net loss attributable to non controlling interest		29			2
Net income attributable to Dreams, Inc.	$	1,~~343~~234		$	~~150~~1,343
Basic income per share	$	0.03		$	0.0003
Basic weighted average common shares outstanding		4044,~~715~~610,~~535~~838			3740,~~537~~715,~~838~~535
Dilutive income per share	$	0.03		$	0.0003
Potentially dilutive weighted average shares outstanding		4145,~~636~~087,~~411~~436			3741,~~624~~636,~~552~~411

The accompanying Notes are an Integral Part of the Consolidated Financial Statements

F-43

Dreams, Inc. and Subsidiaries

Consolidated Statements of ~~changes~~Changes in Stockholders’ Equity

For the Year Ended December 31, ~~2010~~2011 and the Year Ended December 31, ~~2009~~2010.

(Dollars in Thousands, except share and earnings per share amounts)

	Shares Outstanding		Common Stock& AdditionalPaid-In-Capital		TreasuryStock			AccumulatedDeficit			Non-controllingInterestin Subsidiaries			TotalStockholders’Equity
	SharesOutstanding		Common Stock& AdditionalPaid-In-Capital		TreasuryStock			AccumulatedDeficit			Non-controllingInterestin Subsidiaries			TotalStockholders’Equity
Balance as of December 31, 2008		37,527,214	$	35,339	$	(46	)	$	(10,081	)		—		$	25,212
Balance as of December 31, 2009		37,615,786	$	35,635	$	(46	)	$	(9,931	)	$	—		$	25,658
Share Based Compensation Expense		—		224		—			—			—			224
Stock Options Converted/shares Issued		87,572		36		—			—			—			36
BoD Stock Option Expense		—		36		—			—			—			36
Net Income		—		—		—			150			—			150
Balance as of December 31, 2009		37,615,786	$	35,635	$	(46	)	$	(9,931	)		—		$	25,658
Share Based Compensation Expense		—		40		—			—			—			40
Stock Options Converted/shares Issued		337,835		139		—			—			—			139
Contributions by non-controlling interests		—		—		—			—			(36	)		(36	)
Common Stock and Warrants issued for cash		6,153,843		8,000		—			—			—			8,000
Net Income		—		—		—			1,343			(2	)		1,341
Balance as of December 31, 2010		44,107,464	$	43,814	$	(46	)	$	(8,588	)	$	(38	)	$	35,142
Share Based Compensation Expense		—		82		—			—			—			82
Stock Options Converted/shares Issued		555,115		283		—			—			—			283
Contributions by non-controlling interests		—		—		—			—			—
Common Stock and Warrants issued for cash		—		—		—			—			—			—
Net Income		—		—		—			1,234			(29	)		1,205
Balance as of December 31, 2011		44,662,579	$	44,179	$	(46	)	$	(7,354	)	$	(67	)	$	36,712

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

F-54

Dreams, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Year Ended December 31, ~~2010~~2011 and the Year Ended December 31, ~~2009~~2010.

Dollars in Thousands

	December 31,2010			December 31,2009
	December 31,2011			December 31,2010
Cash Flows from Operating Activities
Net Income attributable to Dreams, Inc.	$	1,~~343~~234		$	~~150~~1,343
Non controlling interest		(229	)		4(2	)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation		12,~~676~~227			1,~~674~~676
Amortization		~~144~~482			~~145~~144
Loan cost amortization		~~283~~234			~~118~~283
Net loss from sale of property and equipment		—			158
Net loss from disposal of property and equipment		20			—
Write down of goodwill		—			65
Warrants Issued for Services		—			40
Warrants Issued for Services		40			—
Stock based compensation		82			—
Stock based compensation		—			260
Deferred tax benefit, net		638			1,068
Deferred tax benefit, net		1,068			702
(Increase) decrease in:
Accounts receivable		(41,~~556~~692	)		(24,~~029~~556	)
Inventories		(612,~~016~~086	)		4(6,~~528~~016	)
Prepaid expenses and deposits		165			(468	)
Prepaid expenses and other current assets		1,228			165
Increase (decrease) in:
Accounts payable		4,~~966~~409			14,~~994~~966
Accrued liabilities		~~4,681~~355			(14,~~477~~681	)
Deferred revenues		~~331~~275			~~(575~~331	)
Net cash provided by operating activities	$	4,123		$	5,249
Net cash (used in)/provided by operating activities	$	(5,079	)	$	4,123
Cash Flows from Investing Activities
Purchase of property and equipment		(2,463	)		(919	)
Purchase of intangibles		(200	)		—
Purchase of CMS assets		(628	)		—
Purchase of property and equipment		(2,380	)		(2,463	)
Net cash (used in) investing activities	$	(3,091	)	$	(919	)
Proceeds received from Notes Receivable		82			—
Purchase of CMS assets		—			(628	)
Net cash (used in) investing activities	$	(2,498	)	$	(3,091	)
Cash Flows from Financing Activities
Proceeds from Line of Credit-Regions		75131,~~339~~791			—75,339
Paydown on Line of Credit- Regions		(76132,~~796~~919	)		—(76,796	)
Proceeds from Line of Credit-Comerica		48,029			59,692
Proceeds from Line of Credit – PNC		10,500			—
Paydown on Line of Credit-Comerica		(54,799	)		(62,748	)
Proceeds from Line of Credit-Comerica		—			48,029
Deferred loan costs		(497	)		(95	)
Paydown on Line of Credit-Comerica		—			(54,799	)
Proceeds from stock option exercise		139			36
Deferred loan costs		(185	)		(497	)
Proceeds from sale of Common Stock and Warrants		8,000			—
Proceeds from stock option exercise		283			139
Repayment of Capital lease		(77	)		(29	)
Proceeds from sale of Common Stock and Warrants		—			8,000
Repayment of Notes payable		(512	)		(1,102	)
Repayment of Capital lease		(149	)		(77	)
Net cash (used in) financing activities	$	(1,174	)	$	(4,246	)
Repayment of Notes payable		(324	)		(512	)
Net (decrease) increase in cash		(142	)		84
Net cash provided by/ (used in) financing activities	$	8,997		$	(1,174	)
Cash at beginning of period		582			498
Net increase/ (decrease) in cash		1,420			(142	)
Cash at end of period	$	440		$	582
Cash at beginning of period		440			582
Cash paid for interest during the period		1,239			1,148
Cash at end of period	$	1,860		$	440
Cash paid for taxes		29			—
Cash paid for interest during the period		744			1,239
Supplemental Disclosure of Non Cash Investing and Financing ActivityPP&E acquired under capital lease		97			91
Cash paid for taxes		—			29
Notes payable originated in acquisition of CMS assets		500			—
Supplemental Disclosure of Non Cash Investing and Financing Activity PP&E acquired under capital lease		1,124			97
Advances to athlete client converted to note receivable, net of earn-off of 47		334			—
Intangibles purchased through notes payables		200			—
Notes payable originated in acquisition of CMS assets		—			500

~~F-6~~ The accompanying notes are an integral part of these consolidated financial statements.

F-5

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements

(Dollars in Thousands, except share and earnings per share amounts)

Nature of Business and Summary of Significant Accounting Policies

Description of Business

Dreams, Inc. and its subsidiaries (collectively the “Company”) are principally engaged in the manufacturing, distributing, retailing and selling of sports licensed products, memorabilia and acrylic display cases via multiple channels; including internet, brick & mortar, catalogue, kiosks and trade shows. The Company is also in the business of athlete representation and corporate marketing of individual athletes. The Company’s customers are located throughout North America.

Principals of Consolidation

The accompanying consolidated audited financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation.

Cash

Cash is defined as highly liquid investments with original maturities of three months or less and consist of amounts held as bank deposits.

Accounts Receivable

The Company’s accounts receivable principally result from uncollected royalties from Field of Dreams® franchisees and from credit sales to third-party customers from its wholesale operations and recently, some web syndication clients, and credit card transactions from the internet division. The Company’s allowance for doubtful accounts is based on management’s estimates of the creditworthiness of its customers, current economic conditions and historical information, and, in the opinion of management is believed to be set at an amount sufficient to respond to normal business conditions. Should such conditions deteriorate or any major credit customer default on its obligations to the Company, this allowance may need to be increased which may have an adverse impact on the Company’s operations. The Company reviews its accounts receivable aging on a regular basis to determine if any of the receivables are past due. The Company writes off all uncollectible trade receivables against its allowance for doubtful accounts. As of December 31, ~~2010~~2011 and December 31, ~~2009~~2010, the allowance for doubtful accounts was $2624 and $3426, respectively.

Revenue Recognition

The Company recognizes retail (including e-commerce sales and web syndication sales) and wholesale/distribution revenues at the later of (a) the time of shipment or (b) when title passes to the customers, all significant contractual obligations have been satisfied and collection of the resulting receivable is reasonably assured. Retail revenues and wholesale/distribution revenues are recognized at the time of sale. Sales completed but not shipped at year-end are considered deferred revenue.

The Company ~~partnered~~had inapproximately a$714 ~~corporate~~in ~~rebate~~unshipped ~~program~~orders ~~with~~as ~~a national consumer goods retailer. The Company issued rebate coupons for which it was pre-paid 50%~~ of ~~the coupon value. Certificates redeemed through March~~December 31, ~~2009, were recognized as revenue in the current period~~2011. ~~Additionally, a breakage model was projected for the program’s eight month term, based upon redemption totals through April 27, 2009 and the remainder of revenue was recognized during 2009.~~

~~The Company had approximately $1,028 in unshipped orders as of December 31, 2010.~~ F-6

F-7

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

Shipping and Handling Costs

Costs incurred for shipping and handling associated with a sale are included in cost of sales in the period when the sale occurred. Amounts billed to a customer for shipping and handling is reported as revenue.

Advertising and Promotional Costs

All advertising and promotional costs associated with advertising and promoting the Company’s lines of business are expensed in the period incurred and included in operating expenses. For the years ended December 31, ~~2010~~2011 and December 31, ~~2009~~2010, these expenses were $58,~~806~~144 and $5,~~876~~806, respectively.

Inventories

Inventories, consisting primarily of licensed sports products, sports memorabilia products and acrylic cases, are valued at the lower of cost or market, using the specific identification and average cost methods.

Property and Equipment

Property and equipment is stated at cost. Depreciation is provided for using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Leasehold improvements are amortized over the remaining lease period or the estimated useful life of the improvements, whichever is less. Maintenance and repairs are charged to expense as incurred and major renewals and betterments are capitalized.

Goodwill and Intangible Assets

In June 2001, the Financial Accounting Standards Board approved the issuance of ASC Topic 350, “Intangible Goodwill and Other,” which established accounting and reporting requirements for goodwill and other intangible assets. The standard requires that all intangible assets acquired that are obtained through contractual or legal right, or are capable of being separately sold, transferred, licensed, rented or exchanged must be recognized as an asset apart from goodwill. Goodwill and intangibles with indefinite lives are no longer amortized, but are subject to an annual assessment for impairment by applying a fair value based test.

The Company applied the provisions of ASC Topic 350 beginning on April 1, 2001 and during the years ended December 31, ~~2010~~2011 and December 31, ~~2009~~2010, performed fair value based impairment tests on its goodwill and other indefinite lived intangible assets and determined no impairment was necessary.

Long-Lived Assets

Long-lived assets and certain non-amortizable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of such asset and eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

Fair Value of Financial Instruments

The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company’s financial statements.

ASC 820 also describes three levels of inputs that may be used to measure fair value:

•

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

•

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•

Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

F-87

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

Financial instruments consist principally of cash, accounts receivable, bank line of credit, prepaid expenses, accounts payable, and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings per share:

Earnings per share are reported pursuant to the provisions of FASB ASC 210. Accordingly, basic earnings per share reflects the weighted average number of shares outstanding during the year, and diluted shares adjusts that figure by the additional hypothetical shares that would be outstanding if all exercisable outstanding common stock equivalents with an exercise price below the current market value of the underlying stock were exercised. Common stock equivalents consist of stock options and warrants. Basic earnings per share are computed by dividing net earnings available to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per share are computed assuming the exercise of stock options under the treasury stock method and the related income taxes effects, if not anti-dilutive. For loss periods common share equivalents are excluded from the calculation, as the effect would be anti-dilutive. The following tabulation reflects the number of shares utilized to determine basic and diluted earnings per share for the years ended December 31, ~~2010~~2011 and ~~2009~~2010:

	2010		2009
	2011		2010
Basic weighted-average common shares outstanding		4044,~~715~~610,~~535~~838		3740,~~537~~715,~~838~~535
Dilutive effect of stock plans and other options		~~920~~476,~~876~~598		86920,~~714~~876
Dilutive weighted-average shares outstanding		4145,~~636~~087,~~411~~436		3741,~~624~~636,~~552~~411

Stock Compensation

Effective April 1, 2006, the Company adopted the provisions of, and accounted for stock-based compensation in accordance with FASB Accounting Standards Codification, Topic 718 Compensation – Stock Compensation. Under the fair value recognition provisions of Topic 718, stock-based compensation cost is measured at the grant date based on the fair value of the award over the requisite service period, which is the vesting period. The Company elected the modified-prospective method of adoption, under which prior periods are not revised for comparative purposes. The Company has elected the graded-vesting attribution method for recognizing stock-based compensation expense over the requisite service period for each separately vesting tranche of awards as though the awards were, in substance, multiple awards. The valuation provisions of Topic 718 apply to new grants and to grants that were outstanding as of the effective date and are subsequently modified.

For the year ended December 31, ~~2010~~2011, the Company recorded $4082 of pre-tax share-based compensation expense under FAS No. 123(R), as part of operating expense in the Company’s Consolidated Statement of Operations. This expense was offset by a $1633 deferred tax benefit for non-qualified share–based compensation. For the year ended December 31, ~~2009~~ 2010, the Company recorded $~~260~~40 of pre-tax share-based compensation expense under FAS No. 123(R), as part of operating expenses in the Company’s Consolidated Statement of Operations. This expense was offset by a $~~104~~16 deferred tax benefit for non-qualified share-based compensation.

Share-Based Compensation Awards

The following disclosure provides information regarding the Company’s share-based compensation awards, all of which are classified as equity awards in accordance with FASB Accounting Standards Codification, Topic 718 Compensation – Stock Compensation:

FStock Options—The Company grants stock options to employees that allow them to purchase shares of the Company’s common stock. Options are also granted to outside members of the Board of Directors of the Company as well as independent contractors. The Company determines the fair value of stock options at the date of grant using the Black-9Scholes valuation model. Options generally vest immediately, however, the Company has granted options that vest over three to five years. Awards generally expire three to five years after the date of grant.

F-8

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

Stock Options—The Company grants stock options to employees that allow them to purchase shares of the Company’s common stock. Options are also granted to outside members of the Board of Directors of the Company as well as independent contractors. The Company determines the fair value of stock options at the date of grant using the Black-Scholes valuation model. Options generally vest immediately, however, the Company has granted options that vest over three to five years. Awards generally expire three to five years after the date of grant.

Use of Estimates

Subsequent Events

The Company has evaluated subsequent events through the time of the filing of these consolidated financial statements. No material subsequent events have occurred since December 31, ~~2010~~2011 that required recognition or disclosure in these financial statements.

NEW ACCOUNTING PRONOUNCEMENTS

In ~~January~~September ~~2010~~2011, the FASB ~~amended~~issued ~~guidance~~ASU ~~now~~2011-08, ~~codified~~Intangibles–Goodwill asand ~~FASB~~Other (Topic ~~ASC~~350): ~~Topic~~Testing ~~810,~~ Goodwill for Impairment (“~~Consolidation.~~ASU 2011-08”). ~~FASB~~ASU ~~ASC~~2011-08 ~~Topic~~permits ~~810~~an ~~changes~~entity ~~the~~to ~~accounting~~first ~~and~~assess ~~reporting~~qualitative ~~for~~factors ~~minority~~to ~~interests,~~determine ~~which~~whether ~~will~~it beis ~~re-characterized~~more aslikely ~~non-controlling~~than ~~interests~~not ~~and~~that ~~classified~~the asfair avalue ~~component~~ of ~~equity.~~a ~~The~~reporting ~~amendment~~unit ofis ~~FASB~~less ~~ASC~~than ~~Topic~~its ~~810-10~~carrying ~~establishes~~amount ~~the~~as ~~accounting~~a ~~and~~basis ~~reporting~~for ~~guidance~~determining ~~for~~whether ~~non-controlling~~it ~~interests~~is ~~and~~necessary ~~changes~~to inperform ~~ownership~~the ~~interests~~two-step ofgoodwill aimpairment ~~subsidiary.~~test ~~FASB~~described ~~ASC~~in Topic ~~810~~350, isIntangibles-Goodwill ~~effective~~and ~~for~~Other. usThe onmore-likely-than-not athreshold ~~prospective~~is ~~basis~~defined ~~for~~as ~~business~~having ~~combinations~~a ~~with~~likelihood of angreater ~~acquisition date~~than ~~beginning~~50%. inASU ~~the~~2011-08 ~~first~~is ~~quarter~~effective offor fiscal ~~year~~years ~~2010.~~beginning ~~The~~after ~~adoption~~December 15, of2011, ~~FASB~~with ~~ASC~~early ~~Topic~~adoption ~~810~~permitted. asThe ~~amended~~Company ~~did~~is ~~not~~currently ~~have~~evaluating anthe potential impact of this standard on ~~our~~the ~~consolidated~~Company’s consolidated financial statements.

In ~~January~~May ~~2010~~2011, the FASB ~~amended~~issued ~~its~~ASU ~~guidance~~2011-04, ~~now~~Fair ~~codified~~Value asMeasurement ~~FASB~~(Topic ~~ASC~~820): ~~Topic~~Amendments ~~505-20,~~to ~~“Equity~~Achieve Common –Fair ~~Stock~~Value ~~Dividends~~Measurement and ~~Stock~~Disclosure ~~Splits,”~~Requirements toin ~~clarify~~U.S. ~~that~~GAAP ~~the~~and ~~stock~~International ~~portion~~Financial ofReporting aStandards ~~distribution~~(“ASU ~~to shareholders~~2011-04”). ~~that~~The ~~allows~~objective ~~them~~of toASU ~~elect~~2011-04 is to ~~receive~~converge ~~cash~~guidance orof ~~stock~~the ~~with~~FASB aand ~~limit~~the onInternational ~~the~~Accounting Standards ~~amount~~Board ofon ~~cash~~fair ~~that~~value ~~will~~measurement beand ~~distributed~~disclosure. isThis ~~not~~update achanges ~~stock~~the ~~dividend~~wording ~~for~~used ~~purposes~~to ofdescribe ~~applying~~many ~~Topics~~of ~~505~~the ~~and~~requirements ~~260~~in U.S. ~~These~~GAAP ~~provisions~~for ofmeasuring ~~FASB~~fair ~~ASC~~value ~~Topic~~and ~~505~~disclosing ~~are~~information ~~effective~~about ~~for~~fair value measurements; clarifies the ~~interim~~FASB’s ~~and~~intent ~~annual~~about ~~periods~~the ~~ending~~application ~~after~~of ~~December~~existing ~~15,~~fair ~~2009~~value measurement requirements; and, ~~accordingly,~~changes ~~are~~particular ~~effective~~principles or requirements for usmeasuring fair value or for ~~the~~disclosing ~~current~~information ~~fiscal~~about ~~reporting~~fair ~~period~~value measurements. ~~The~~ASU ~~adoption~~2011-04 ofis effective ~~this~~prospectively ~~pronouncement~~for ~~did~~interim ~~not~~and ~~have~~annual anperiods ~~impact~~beginning onafter ~~our~~December 15, ~~financial~~2011. ~~condition~~The orCompany ~~results~~is ofcurrently ~~operations as~~evaluating wethe dopotential ~~not~~impact ~~currently~~of ~~have~~this ~~distributions~~standard ~~that~~on ~~allow~~the ~~shareholders~~Company’s ~~such~~consolidated anfinancial ~~election~~statements.

F-109

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

Reclassifications

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the current year presentation.

2. Acquisitions

General Statement

Upon the closing of an acquisition, management estimates the fair values of the acquired assets and liabilities and consolidates the acquisition as quickly as possible. However, it routinely takes time to obtain all of the pertinent information to finalize the acquired company’s balance sheet and supporting schedules and to adjust the acquired company’s accounting policies, procedures, books and records to the Company’s standards. As a result, it may take several quarters before the Company is able to finalize those initial fair value estimates. Accordingly, it is not uncommon for initial estimates to be subsequently revised.

~~The~~During ~~Company~~the ~~acquired~~year aended ~~51%~~December 31, ~~membership~~2011, ~~interest~~the inCompany ~~The~~received ~~Comet~~a ~~Clothing~~seven-year ~~Company,~~extension ~~LLC.~~with ~~There~~the ~~was~~University noof ~~consideration~~Texas ~~paid~~ for ~~this~~its ~~ownership.~~retail contract.

~~The~~During ~~Company~~the ~~acquired~~year-ended ~~certain assets from Kansas State Bank under an Asset Purchase Agreement that were previously owned by CMS. The Company’s consideration to Kansas State Bank for these assets included $628 in cash~~December 31, ~~and the assumption of a $500 note bearing interest at 6.5%. In addition~~2011, the Company ~~made~~acquired ~~some~~the ~~advances~~rights ~~on behalf of CMS owners towards various debt obligations. These advances will be earned off with future payroll, earned performance bonuses and upon meeting specific milestones relating~~ to the ~~growth~~Zubaz ~~of the Company’s collegiate business~~brand.

3.During ~~Concentration~~the fourth quarter of ~~Credit~~2010, ~~Risk~~the Company acquired a 51% membership interest in The Comet Clothing Company, LLC. There was no consideration paid for this ownership.

~~Cash~~ F-10

The Company maintains cash accounts in financial institutions that were guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250. At times, cash balances may be in excess of the amounts insured by the FDIC. The Company had not experienced any losses in such accounts during the year ended December 31, 2010.

F-11

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

Also, during the fourth quarter of 2010, the Company acquired certain assets from Kansas State Bank under an Asset Purchase Agreement that were previously owned by CMS. The Company’s consideration to Kansas State Bank for these assets included $628 in cash, and the assumption of a $500 note bearing interest at 6.5%. In addition, the Company made some advances on behalf of CMS owners towards various debt obligations. These advances will be earned off with future payroll, earned performance bonuses and upon meeting specific milestones relating to the growth of the Company’s collegiate business.

3. Concentration of Credit Risk

Cash

Accounts receivable

The Company believes that credit risk is limited due to the large number of entities comprising the Company’s customer base and the diversified industries in which the Company operates. The Company performs certain credit evaluation procedures and does not require collateral. The Company believes that credit risk is limited because the Company routinely assesses the financial strength of its customers, and based upon factors surrounding the credit risk of customers, establishes an allowance for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowances is limited.

4. Inventories

The components of inventories as of:

	December 31,2010		December 31,2009
	December 31,2011		December 31,2010
Raw materials	$	~~397~~388	$	~~393~~397
Work in process		6675		8066
Finished goods, net		3244,~~146~~232		2632,~~120~~146
Total	$	3244,~~609~~695	$	2632,~~593~~609

The reserve for slow moving inventory was $~~530~~463 at December 31, ~~2010~~2011 and $~~470~~530 at December 31, ~~2009.~~ 2010.

5. Property and Equipment

The components of property and equipment as of:

	December 31,2010			December 31,2009
	December 31,2011			December 31,2010
Leasehold improvements	$	23,~~464~~323		$	2,~~108~~464
Machinery and equipment		1,~~470~~858			1,~~218~~470
Office and other equipment and fixtures		1,~~505~~692			1,~~338~~505
Transportation equipment		84			7284
Computer Software		45,~~239~~689			34,~~333~~239
Computer equipment		3,~~200~~800			23,~~331~~200
		12,962			10,400
		16,446			12,962
Less accumulated depreciation		(79,~~424~~651	)		(57,~~746~~424	)
	$	56,~~538~~795		$	45,~~654~~538

The depreciation expense for the year ended December 31, ~~2010~~2011 was $12,~~676~~227 and for ~~the year ended~~ December 31, 2010 ~~2009~~ was $1,~~516~~676. ~~An additional $158 was recognized as the write off of abandoned property during the year ended December 31, 2009.~~

~~6. Intangible Goodwill and Other~~ F-11

During the year ended December 31, 2010, there were no adjustments to goodwill. Goodwill was $8,650 for the years ended December 31, 2010 and December 31, 2009.

F-12

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

~~The~~6. ~~following~~Intangible ~~table~~Goodwill ~~provides information about changes relating to intangible assets for the Year ended December 31, 2010~~ and ~~December 31,~~Other ~~2009:~~

	December 31, 2010
	Weighted Avg. Useful Life		Gross Carrying Value		Accum. Amortization			Net
Finite-lived intangible assets:
Non-compete agreement		1.75		325		(272	)		53
Other		1.7		702		(35	)		667
Trademarks		38		3,886		(190	)		3,696
				4,913		(497	)		4,416
Indefinite-lived intangible assets:
Franchise licenses				130		—			130
Other				1,275		—			1,275
Total				6,318		(497	)		5,821
	December 31, 2009
	Weighted Avg. Useful Life		Gross Carrying Value		Accum. Amortization			Net
Finite-lived intangible assets:
Non-compete agreement		2.3		325		(242	)		83
Other		1.5		67		(19	)		48
Trademarks		39		3,886		(92	)		3,794
				4,238		(353	)		3,925
Indefinite-lived intangible assets:
Franchise licenses				130		—			130
Other				1,275		—			1,275
Total				5,472		(353	)		5,329

During the year ended December 31, 2011, there were no adjustments to goodwill. Goodwill was $8,650 for the years ended December 31, 2011 and December 31, 2010.

~~Amortization~~The ~~expense for~~following ~~the~~tables ~~year~~provide ~~ended~~information ~~December 31,~~about ~~2010~~changes ~~was~~relating ~~$144~~to intangible ~~and~~assets for the ~~year~~Year ended December 31, ~~2009~~2011 ~~was~~and ~~$145.~~December 31, 2010:


	December 31, 2011
	Weighted Avg. Useful Life		Gross Carrying Value		Accum. Amortization			Net
Finite-lived intangible assets:
Non-compete agreement		1		325		(302	)		23
Other		6.2		801		(378	)		412
Trademarks		37		4,186		(288	)		3,898

				5,312		(979	)		4,333

Indefinite-lived intangible assets:
Franchise licenses				130		—			130
Other				1,275		—			1,275

Total				6,717		(979	)		5,738


	December 31, 2010
	Weighted Avg. Useful Life		Gross Carrying Value		Accum. Amortization			Net
Finite-lived intangible assets:
Non-compete agreement		1.75		325		(272	)		53
Other		1.7		702		(35	)		667
Trademarks		38		3,886		(190	)		3,696

				4,913		(497	)		4,416

Indefinite-lived intangible assets:
Franchise licenses				130		—			130
Other				1,275		—			1,275

Total				6,318		(497	)		5,821

Amortization expense for the year ended December 31, 2011 was $482 and for December 31, 2010 was $144.

7. Line of Credit

On ~~July~~December 23, ~~2010~~2011, Dreams, Inc. (the “Company”) ~~successfully~~and ~~re-financed~~ its ~~senior~~subsidiaries ~~debt~~(collectively the “Debtors”) closed on a $35,000 revolving credit facility with ~~Comerica~~PNC Bank, aswhile aconcurrently ~~result~~paying ofoff aits ~~newly issued~~entire ~~$20,000~~outstanding ~~senior~~loan ~~secured~~balance ~~credit~~with ~~facility~~its ~~provided~~previous bylender, Regions Bank. ~~At closing,~~ $1135,~~200~~000 ~~from~~will ~~the~~be ~~new~~available ~~line~~from ofAugust 1 ~~credit~~to December 31 ~~was~~reducing ~~used~~ to ~~pay-off~~$30,000 ~~the~~on ~~outstanding~~January 1 ~~balance~~of ~~with~~every ~~Comerica Bank~~year. ~~The~~Also, ~~interest~~the ~~rates~~credit onfacility ~~outstanding~~provides ~~loan~~for ~~balances~~an ~~were~~additional ~~reduced from 6.~~$5%,000 ~~from~~seasonal ~~the~~over ~~previous~~advance ~~lender,~~in order to ~~libor~~support ~~plus~~our aprojected 3growth.00 ~~margin,~~The orrevolving ~~3.34%~~note ~~for~~ (the ~~new~~“Note”) ~~line~~has a maturity date of ~~credit~~December 23, 2014. The ~~advance~~amount ~~rates~~outstanding onfrom time to time under the ~~credit~~Note ~~facility~~may isnot 80exceed the sum of: (i) 85% ~~for~~of the Borrowers’ eligible accounts receivable ~~and~~including ~~60% for~~ eligible ~~inventory.~~credit ~~The~~cards ~~new~~receivable ~~3-year~~(which ~~loan~~are included ~~and~~in ~~security agreement~~accounts isreceivable, ~~secured~~net); byplus ~~all~~(ii) up ofto the ~~assets~~lesser of ~~the~~(x) 60% ~~Company~~of ~~and~~eligible ~~its~~Borrowers’ ~~divisions.~~inventory ~~The~~or ~~Regions~~(y) 90% ~~credit~~of ~~facility~~the ~~requires~~net ~~that~~Borrowers’ ~~certain~~orderly ~~performance~~liquidation ~~financial~~value ~~covenants~~of beeligible ~~met~~inventory; onminus a(iii) any ~~monthly~~applicable reserves. ~~and~~The orinitial ~~quarterly~~principal ~~and~~balance orunder ~~yearly~~the ~~basis.~~Note ~~These~~was ~~financial~~$9,000, ~~covenants~~which ~~consist of~~the aentire ~~Fixed~~amount ~~Charge~~was ~~Coverage~~used ~~Ratio~~to ~~and~~pay-off aits ~~Funded~~outstanding ~~Debt~~balance towith ~~EBITDA~~its ~~Ratio~~previous lender, Regions Bank.

~~The~~ F~~.C.C. Ratio is defined as EBITDA, plus Rent Expense, minus all unfinanced Capital Expenditures, plus taxes paid, and any restricted payments made (over a rolling~~ -12 ~~month period ending in the current quarter). This amount is then divided by Interest Expense, Rent expense, and the current~~ ~~maturities of funded debt (over a rolling 12 month period ending in the current quarter). For the quarter ended December 31, 2010, the minimum required ratio is 1.2 to 1.0. The actual ratio was 1.39.~~

F-13

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

The transaction documents contain standard affirmative and negative loan covenants.

8. Accrued Liabilities

Accrued liabilities consisted of the following at:

	December 31,2010		December 31,2009
	December 31,2011		December 31,2010
Payroll costs (including bonuses and commissions)	$	1,~~428~~789	$	~~511~~1,428
Accrued royalties		~~520~~939		~~196~~520
Accrued site commissions		21,~~506~~245		12,~~253~~506
Other accrued expenses		4,810		2,623
Accrued Taxes		337		—
	$	9,264	$	4,583
Other accrued expenses		5,508		4,810
	$	9,818	$	9,264

F-13

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

9. Notes Payable

Notes payable consists of the following at:

	December 31,2010			December 31,2009
	December 31,2011			December 31,2010
Note payable to seller of Field of Dreams store; unsecured, due December 2009, monthly payments of $5,822 including interest at 7% annually.		—			31
Note payable, unsecured, due February 2011, monthly payments $7,320 including interest at 6.0% annually.	$	—		$	9
Note payable, unsecured, due February 2011, monthly payments $7,320 including interest at 6.0% annually.		9			99
Note payable, unsecured, due January 2011, monthly payments of $8,247, including interest at 6% annually		—			15
Note payable, unsecured, due January 2011, monthly payments of $8,247, including interest at 6% annually		15			104
Note payable, unsecured, due Dec 2013, with interest at 7%. There are no monthly payments due.		80			80
Note payable, unsecured, due July 2012, with interest at 7%. There are no monthly payments due.		80			80
Note payable, unsecured, due Dec 2013, with interest at 7%. There are no monthly payments due.		220			220
Note payable, unsecured, due July 2012, with interest at 7%. There are no monthly payments due.		220			220
Note payable, unsecured, due Dec 2013, with interest at 7%. There are no monthly payments due.		100			100
Note payable, unsecured, due July 2012, with interest at 7%. There are no monthly payments due.		100			100
Note payable, unsecured, due Dec 2013, with interest at 7%. There are no monthly payments due.		200			200
Note payable, unsecured, due July 2012, with interest at 7%. There are no monthly payments due.		200			200
Note payable, unsecured, due Oct 2013, with interest at 7%. There are no monthly payments due.		518			518
Note payable, unsecured, due July 2012, with interest at 7%. There are no monthly payments due.		518			518
Note payable, unsecured, due April 2012, with no stated interest rate.		175			375
Note payable, unsecured, due April 2010, with interest at 5.5%		—			102
Note payable, unsecured, due April 2012, with no stated interest rate. Payments made annually now and until maturity between $100,000 and $300,000		375			575
Note payable, unsecured, due December 2015, quarterly payments
Of $25 plus interest at 6.5%.		~~500~~400			—500
		2,017			2,029
		1,693			2,017
Less current portion		(~~323~~275	)		(~~1,116~~323	)
	$	1,~~694~~418		$	~~913~~1,694

Interest expense on the notes for the years ended December 31, ~~2010~~2011 was $90108 and ~~for~~ December 31, ~~2009~~2010 was $~~121~~90.

For notes that have no stated interest rates, the Company has imputed a rate of 6%.

The future payments on notes payable are as follows: (dollar amounts in thousands)

Calendar Year
2011	$	323
2012	$	275
2012		1,394
2013		1,218
2013		100
2014		100
2015		100
Total future payments	$	21,~~017~~693

10. Stockholders’ Equity

Common Stock: As of December 31, ~~2010~~2011 and December 31, ~~2009~~2010, the Company had 100,000,000 and 100,000,000 shares authorized and 44,~~107~~662,~~464~~579 and 3744,~~615~~107,~~784~~464 common shares issued and outstanding.

555,115 shares of common stock were issued in connection with stock options exercised during the twelve months ended December 31, 2011 and 337,835 shares of common stock were issued in connection with stock options exercised during the twelve months ended December 31, 2010.

F-14

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

In May 2010, the Company issued 1,428,570 shares of common stock and 285,714 warrants with an exercise price of $1.80, for a total consideration of $2,000 through a private placement memorandum. The investors also received a price protection provision for up to one-year from the closing, whereby should the Company effectuate an equity raise by offering new shares below $1.40 per share, they would be entitled to additional shares.

On July 16, 2010, the Company issued 4,615,384 shares of common stock to an unrelated group of investors at a per share value of $1.30 for total consideration of $6 million.

As a result of the above transaction, the Company was required to issue additional shares under a price protection provision to the (3) three shareholders who participated in a private placement transaction in May of 2010. The total amount of new shares issued was 109,891.

~~337,835~~Preferred ~~shares~~Stock: As of December 31, ~~common~~2011 ~~stock~~and ~~were~~December 31, ~~issued~~2010, ~~in connection~~the ~~with~~Company ~~stock~~had ~~options~~10,000,000 ~~exercised~~shares ~~during~~authorized ~~the~~and ~~twelve~~-0- ~~months~~preferred ~~ended~~shares ~~December 31,~~issued ~~2010~~and outstanding for both periods.

Preferred Stock: As of December 31, 2010 and December 31, 2009, the Company had 10,000,000 shares authorized and -0- preferred shares issued and outstanding for both periods.

Stock Options: The following table summarizes information about the stock options outstanding:

	Stock Options
	Shares			Wtd. Avg.~~Exercise Price~~ExercisePrice
Outstanding at December 31, 2008		486,748			.98
Granted		1,166,526			.42
Exercised		(87,573	)		.41
Expired		(90,388	)		1.49
Canceled		(9,668	)		2.24
Outstanding at December 31, 2009		1,465,645			.57
Granted		119			.41
Exercised		(337,835	)		.41
Expired		(50,000	)		1.05
Canceled		—			—
Outstanding at December 31, 2010		1,077,929			.54
Granted		360,001			2.29
Exercised		(555,115	)		.54
Expired		(48,563	)		1.43
Canceled		—
Outstanding at December 31, 2011		834,252			1.24

Options exercisable as of December 31, ~~2010~~2011 were 1556,~~077,929~~252 and as of December 31, ~~2009~~2010 were 1,~~443~~077,~~474~~929. There were ~~119~~360,001 options granted during ~~2010~~2011. The weighted average fair value of the options granted during the twelve months ended December 31, ~~2010~~2011 was $2.4129. ~~and~~There ~~for~~were 119 options granted during 2010. The weighted average fair value of options granted during the twelve months ended December 31, ~~2009,~~2010 was $.4241.

As of December 31, 2011, vested options totaled 556,252 with an average price of $.69. Unvested options totaled 278,000. Total outstanding options that were “in the money” at December 31, 2011 were 487,252 with an average price per option of $.45. Of those options, the vested “in the money” options totaled 487,252 with an average price of $.45. There were no “in the money” unvested options at December 31, 2011. As of December 31, 2010, vested options totaled 1,077,929 with an ~~average~~ average price of $.54. Unvested options totaled 0. Total outstanding options that were “in the money” at December 31, 2010 were 1,069,596 with an average price per option of $.52. Of those options, the vested “in the money” ~~options~~ options totaled 1,069,596 with an average price of $.52 and the “in the money” unvested options totaled 0.

During ~~the~~ the twelve months ended December 31, ~~2010~~2011; there were ~~119~~360,001 options granted, 5048,~~000~~563 options expired, 0 options cancelled, and ~~337~~555,~~835~~115 options exercised. The Company received $~~139~~284 from exercised options during the period.

F-15

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

The following table breaks down the number of outstanding options with their corresponding contractual life as well as the ~~exerciseable~~exercisable weighted average (WA), outstanding exercise price, number of vested options with the corresponding exercise price by price range.

Options Breakdown by Range at 12/31/1011

Outstanding

~~Exerciseable~~Exercisable

Range

OutstandingOptions

RemainingContractualLife

~~WAOutstandingExercise Price~~WAOutstandingExercisePrice

VestedOptions

~~WA VestedExercisePrice~~WAVestedExercisePrice

$0.41 to $1.19

1487,~~049,596~~252

1.15

.4845

1487,~~049,596~~252

.4845

$1.20 to $2.75

28347,~~333~~000

4.53

2.6735

2869,~~333~~000

2.6735

$.41 to $2.75

1834,~~077,929~~252

12.108

1.5424

1556,~~077,929~~252

.5469

At December 31, ~~2010~~2011, exercisable options had aggregate intrinsic values of $~~2,703~~827.

Warrants

In May 2010, the Company issued 285,714 warrants as part of a private common stock placement. The warrants are exercisable within 3 years of issuance at a strike price of $1.80 per share. Upon completion of the private placement the Company issued 50,000 additional warrants exercisable within three years of issuance at a strike price of $1.80 per share to a consultant for services rendered in connection with the procurement of funding. The 50,000 warrants were valued at approximately $40. The fair value of the warrants at the grant date was estimated using the Black Scholes models with the following assumptions made:

Risk free Rate	~~.45%~~	.45	%
Dividend yield	0%	0	%
Volatility factor	~~100%~~	100	%
Expected life	~~1.8 years~~	1.8 years

11. Income Taxes

The components of the income tax provision (benefit) are as follows:


	Year ended December 31, 2011		Year ended December 31, 2010
Current:
Federal tax expense/ (benefit)	$	373	$	729
State tax expense/ (benefit)		3		3
Benefit of net operating loss		—		(437	)

		376		295

Deferred:
Federal tax expense/ (benefit)		289		1,011
State tax expense/ (benefit)		64		57

	$	353	$	1,068

F-16

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

11. Income Taxes

The components of the income tax provision (benefit) are as follows:

	Year endedDecember 31,2010			Year endedDecember 31,2009
Current:
Federal tax expense/ (benefit)	$	729			—
State tax expense/ (benefit)		3			9
Benefit of net operating loss		(437	)		—
		295			9
Deferred:
Federal tax expense/ (benefit)		1,011			384
State tax expense/ (benefit)		57			318
	$	1,068		$	702

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred income taxes are as follows:

Deferred Tax Asset (Liability):

	Year endedDecember 31,2010			Year endedDecember 31,2009
	Year endedDecember 31,2011			Year endedDecember 31,2010
Current
Allowance for doubtful accounts	$	10		$	1310
Inventory reserve		~~211~~185			~~187~~211
Inventory capitalization adjustment		~~971~~999			~~778~~971
Accrued expenses		~~148~~202			90148
		1,340			1,068
		1,396			1,340
Long-term
Stock options		~~168~~33			~~181~~168
Federal and states NOL carry-forward		8925			~~458~~89
Capital loss carry-forward		—			~~187~~—
Alternative Minimum Tax credit		~~163~~—			163
Charitable contributions		—			21—
Depreciation and amortization		(3,~~307~~639	)		(23,~~681~~307	)
Less valuation allowance		—			~~(187~~—	)
	$	(23,~~887~~581	)	$	(12,~~858~~887	)

FASB ASC 740-10 requires a valuation allowance to reduce the deferred tax assets reported, if based on ~~the~~ the weight of evidence, it is more likely than not that some portion or the entire deferred tax asset will not be realized. After consideration of all the evidence, both positive and negative, management has determined that ano valuation allowance ~~of $187~~ at December 31, ~~2009~~2011, iswas necessary ~~to reduce the deferred tax assets to the amount that will more likely than not be realized~~. ~~The change in the valuation allowance for the current year is $187.~~

Effective January 1, 2007, the Company adopted the provisions of FASB ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”. The Interpretation provides clarification on accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The Interpretation prescribes a ~~recognition~~ recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the Company’s evaluation of the implementation of ASC 740-10-50, no significant income tax uncertainties were identified. Therefore, the Company recognized no ~~adjustment~~ adjustment for unrecognized income tax benefits for the year ended December 31, ~~2010~~2011. The tax years subject to examination by the taxing authorities are the years ended December 31, ~~2010~~2011, and December 31, ~~2009~~2010.

In May 2007, the FASB issued FASB Staff Position (“FSP”) FIN 48-1 “Definition of Settlement in FASB Interpretation No. 48” (FSP FIN 48-1). Now codified FASB ASC 740-10-25-9 provides guidance on how to determine whether a tax position is effectively settled for purpose of recognizing previously unrecognized tax benefits. FSP FIN 48-1 is effective retroactively to January 1, 2007. The implementation of this standard did not have a material impact on our consolidated financial position or results of operation.

The reconciliation of income tax computed at the U.S. federal statutory rate to income tax expense for the years ended December 31, 2011 and December 31, 2010 is as follows:


	Year ended December 31, 2011			Year ended December 31, 2010
Tax at U.S. statutory rate		34	%		34	%
State taxes, net of federal benefit		6			6
Non-deductible items		1			1
Other		-4			8

		37	%		49	%

F-17

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

~~The~~At ~~reconciliation~~December 31, of2011, ~~income tax computed at~~ the ~~U.S.~~cumulative ~~federal~~state(s) ~~statutory~~net ~~rate~~operating toloss ~~income~~carry-forward of ~~tax~~approximately ~~expense~~$421 ~~for the years ended December 31~~exists, ~~2010~~which ~~and~~will ~~December 31,~~expire ~~2009~~by is2030. ~~as follows:~~

At December 31, 2010, the cumulative state(s) net operating loss carry-forward of approximately $1,529 exists, which will expire by 2030.

12. 401 (k) Plan

The Company participates in a 401 (k) defined contribution plan (the “Plan”) under Section 401 (k) of the Internal Revenue Code. The Plan is available to all employees over the age of 21 with at least one year of service and 1,000 hours worked. Eligible participants may contribute up to 50% of their pretax earnings. Participants are immediately vested. The Company does not contribute to the Plan.

13. Commitments and Contingencies

Operating Leases

As of December 31, ~~2010~~2011, the Company leases office, warehouse and retail space under operating leases. The leases expire over the next ~~seven~~six years and some contain provisions for certain annual rental escalations, and renewal options for additional periods. Rent expense is computed on the straight-line method over the lease term period.

The future aggregate minimum annual lease payments under the Company’s non-cancellable operating leases are as follows: (dollar amounts in thousands)

(dollar amounts in thousands)


Calendar Year
2012	$	3,503
2013		2,817
2014		1,742
2015		1,131
2016		868
Thereafter		526

Total minimum lease commitments	$	10,587

Calendar Year
2011	$	3,864
2012		3,309
2013		2,554
2014		1,584
2015		1,029
Thereafter		1,632
Total minimum lease commitments	$	13,972

Rent expense charged to operations for the years ended December 31, 2011 and December 31, 2010, were $5,456 and $4,859, respectively. The Company was a named party in a breach of contract suit by a former landlord. The Parties settled the dispute for $475 in February 2012. The $475 was accrued for at December 31, 2011.

Rent expense charged to operations for the years ended December 31, 2010 and December 31, 2009, were $4,859 and $4,987, respectively. The Company was a named party in a breach of contract suit by a former landlord. The Company believes the claim is without merit and will defend itself vigorously. No outcome can be determined at this time.

Capital Leases

The Company has entered into capital leases for computer and warehouse equipment. The leases require monthly payments of approximately $841 and expire in ~~2011~~2012 through ~~2013~~2014. The interest rate on this ~~capital~~ capital leases range from 4%-12%. ~~The Company’s obligations under capital leases as of December 31, 2010 are not significant.~~

Future minimum payments required under the capital leases consist of the following as of December 31, 2011:


Year Ending December 31,	Amount
2012		519
2013		434
2014		316


Total		1,269
Less Amount representing interest		(126	)

Present Value of net minimum lease payments		1,143

Less Current portion		(445	)

Long term portion		698

Commitment under Retail Contract

As a result of the Retail Contract transfer from CMS to Dreams, Inc. effective September 1, 2010, Dreams was required to post a $600 irrevocable standby letter of credit for the benefit of The University of Texas to comply with certain terms and conditions of the agreement. In addition, the Company is required to make quarterly payments of $150 towards an annual minimum royalty figure of $600.

F-18

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

Future minimum payments required under the capital leases consist of the following as of December 31, 2010:

Year Ending December 31,	Amount
2011	$	97
2012		81
2013		12
Total		190
Less Amount representing interest		(21	)
Present Value of net minimum lease payments	$	169

Commitment under Retail Contract

Future Contractual Payments to Athletes

As of December 31, ~~2010~~2011, the Company had ~~several~~one ~~agreements~~remaining agreement with ~~athletes~~an athlete to provide autographs in the future and the rights to to produce and sell certain products.The amount due for 2012 $666. The autographs are received by the Company as a part of inventory products and resold throughout the Company’s distribution channels. ~~The future aggregate minimum payments to athletes under contractual agreements are as follows:~~

Calendar Year
2011	$	667
2012		666
Total	$	1,333

14. Business Segment Information

14. Related Party Transactions

None.

15. Business Segment Information

The Company has two reportable segments as identified by information reviewed by the Company’s chief operating decision makers (CODM) and is comprised of our CEO and SVP Finance of Dreams, Inc. The divisions whose customers are reseller’s of our goods have their results reflected in the manufacturing/distribution segment. The retail segment is made up of many locations for our inventory. Revenues are achieved by moving inventory through our sales channels to reach and expand our customer base. These channels include the Internet, stores and our catalogues. Hence, customers who are the end users of our goods have their results reflected in our retail segment.

The Manufacturing/Distribution segment represents the manufacturing and wholesaling of sports memorabilia products and acrylic display cases. Sales are handled primarily through in-house salespersons that sell to specialty retailers and other distributors in the United States. The Company’s manufacturing and distributing facilities are located in the United States. The majority of the Company’s products are manufactured in these facilities.

The Retail Operations segment is multi-channel and features numerous Internet sites, catalogues, kiosks, and some traditional brick and mortar stores:

Internet

The Company’s e-commerce components feature FansEdge.com and ProSportsMemorabilia.com along with a complement of syndicated web sites including, but not limited to: www.~~aol~~shop.Bulls.com, www.jcp.com, and www.philadelphiaeagles.com. These e-commerce ~~retailers~~retail sites sell a diversified selection of sports licensed products and autographed memorabilia on the web. These e-commerce operations have provided for the fastest ~~growing~~ growing area of our retail segment.

Catalogues

The Company publishes and distributes a FansEdge catalogue, a Baseball Hall of Fame catalogue and a Philadelphia Eagles catalogue two times a year.

Brick and Mortar

As of December 31, 2011, the Company owned and operated five (5) Field of Dreams^® stores offering a selection of sports & entertainment memorabilia and collectibles and ten (10) FansEdge stores offering an array of sports licensed products. The Company has multiple stores in the Chicago and Las Vegas markets.

All of the Company’s revenue generated during the twelve months ended December 31, 2011 and December 31, 2010, was derived in the United States and all of the Company’s assets are located in the United States.

Summarized financial information concerning the Company’s reportable segments is shown in the following tables. Corporate related items, results of insignificant operations and income and expenses not allocated to reportable segments are included in the reconciliations to consolidated results table.

F-19

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

~~Catalogues~~Segment information for the years ended December 31, 2011 and December 31, 2010, was as follows:

The Company publishes and distributes a FansEdge catalogue, a Baseball Hall of Fame catalogue and a Philadelphia Eagles catalogue two times a year.


Twelve Months Ended:	Manufacturing/ Distribution			Retail Operations			Total
December 31, 2011

Net sales	$	15,343		$	130,697		$	146,040
Intersegment net sales		(4,536	)		—			(4,536	)
Operating earnings		(839	)		7,587			6,748
Total assets		19,197			56,208			75,405

Twelve Months Ended:	Manufacturing/ Distribution			Retail Operations			Total
December 31, 2010
Net sales	$	15,321			99,820			115,141
Intersegment net sales		(4,214	)		(22	)		(4,236	)
Operating earnings		(776	)		8,033			7,257
Total assets		18,299			42,029			60,328

Brick and Mortar

As of December 31, 2010, the Company owned and operated seven (7) Field of Dreams® stores offering a selection of sports & entertainment memorabilia and collectibles and nine (9) FansEdge stores offering an array of sports licensed products. The Company has multiple stores in the Chicago and Las Vegas markets.

All of the Company’s revenue generated during the twelve months ended December 31, 2010 and December 31, 2009, was derived in the United States and all of the Company’s assets are located in the United States.

Segment information for the years ended December 31, 2010 and December 31, 2009, was as follows:

Twelve Months Ended:	Manufacturing/Distribution			RetailOperations			Total
December 31, 2010
Net sales	$	15,321			99,820			115,141
Intersegment net sales		(4,214	)		(22	)		(4,236	)
Operating earnings		(776	)		8,033			7,257
Total assets		18,299			42,029			60,328
Twelve Months Ended:	Manufacturing/Distribution			RetailOperations			Total
December 31, 2009
Net sales	$	15,730			73,711			89,441
Intersegment net sales		(4,260	)		0			(4,260	)
Operating earnings		342			4,797			5,139
Total assets		18,920			31,648			50,568

Reconciliation to consolidated amounts is as follows:

	Year endedDecember 31,2010			Year endedDecember 31,2009
	Year endedDecember 31,2011			Year endedDecember 31,2010
Revenues:
Total revenues for reportable segments	$	~~115~~146,~~141~~040		$	89115,~~441~~141
Other revenues		~~458~~216			~~354~~458
Eliminations of intersegment revenues		(4,~~236~~536	)		(4,~~260~~236	)
Total consolidated revenues	$	~~111~~141,~~363~~720		$	85111,~~535~~363


	Year ended December 31, 2011			Year ended December 31, 2010
Pre-tax earnings:
Total earnings for reportable segments	$	6,748		$	7,257
*Other (loss) / income		(3,836	)		(3,368	)
Interest (expense)		(978	)		(1,185	)

Total income before income taxes	$	1,934		$	2,704

These are “unallocated” costs and expenses that have not been allocated to the reportable segments. Some examples of these unallocated overhead costs which are consistent with the Company’s internal accounting policies are executive salaries and benefits; corporate office occupancy costs; some human resources and accounting support, professional fees, bank charges; certain insurance policy premiums and public relations/investor relations expenses.

15. Non-controlling Interest

Non-controlling interest represents the portion of equity that we do not own in the entity that we consolidate. We account for and report our non-controlling interest in accordance with the provisions under the Consolidation Topic of the FASB ASC 810. The Company has a 51% equity interest in The Comet Clothing Company, LLC, hence a 49% non-controlling interest. The Company has a controlling interest because of its management of The Comet Clothing Company, LLC.

As a result of our Asset Purchase Agreement with Pro-Star, Inc. effective December 26, 2006, Dreams received 86.5% of the Caesars Forum Shops Field of Dreams store; 89% of the Rio Hotel Field of Dreams store; 90.5% of the Smith & Wollensky Field of Dreams store; and 88.125% of the marketing venture known as “Stars Live 365”. The Company records all of the revenues generated from these operations and then records a “minority interest expense” representing the limited partners’ earned pro-rata share of the

F-20

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

	Year endedDecember 31,2010			Year endedDecember 31,2009
Pre-tax earnings:
Total earnings for reportable segments	$	7,257		$	5,139
*Other (loss) / income		(3,368	)		(3,010	)
Interest (expense)		(1,185	)		(1,268	)
Total income before income taxes	$	2,704		$	861

actual profits. The minority interest expense at December 31, 2011 was $9 and at December 31, 2010 was $3 and is included in operating expenses. Dreams will have an on-going obligation to make quarterly distributions on a pro-rata basis depending on the actual profitability of each of the three stores and Stars Live 365.

* These are “unallocated” costs and expenses that have not been allocated to the reportable segments16. ~~Some~~Valuation ~~examples of these unallocated overhead costs which are consistent with the Company’s internal accounting policies are executive salaries~~ and ~~benefits;~~Qualifying ~~corporate~~Accounts ~~office occupancy costs; professional fees, bank charges; certain insurance policy premiums and public relations/investor relations expenses.~~

16We maintain an allowance for doubtful accounts that is recorded as a contra asset to our accounts receivable balance. The ~~Non-controlling~~following ~~Interest~~table sets forth the change in each of those reserves for the years ended December 31, 2011 and December 31, 2010.


	Allowance for accounts receivable
Balance as of December 31, 2010	$	26
Provision
Write offs		2

Balance as of December 31, 2011	$	24

~~As a result of our Asset Purchase Agreement with Pro-Star, Inc~~17. ~~effective~~Subsequent ~~December 26,~~Events 2006, Dreams received 86.5% of the Caesars Forum Shops Field of Dreams store; 89% of the Rio Hotel Field of Dreams store; 90.5% of the Smith & Wollensky Field of Dreams store; and 88.125% of the marketing venture known as “Stars Live 365”. The Company records all of the revenues generated from these operations and then records a “minority interest expense” representing the limited partners’ earned pro-rata share of the actual profits. The minority interest expense at December 31, 2010 was $3 and for December 31, 2009 was $3 and is included in accrued liabilities at year end. Dreams will have an on-going obligation to make quarterly distributions on a pro-rata basis depending on the actual profitability of each of the three stores and Stars Live 365.

17. Valuation and Qualifying Accounts

We maintain an allowance for doubtful accounts that is recorded as a contra asset to our accounts receivable balance. The following table sets forth the change in each of those reserves for the years ended December 31, 2010 and December 31, 2009.

	Allowance foraccounts receivable
Balance as of December 31, 2009	$	35
Provision		—
Write offs		9
Balance as of December 31, 2010	$	26

18. Subsequent Events

In preparing the audited consolidated financial statements, the Company has evaluated, for the potential recognition or disclosure, events or transactions subsequent to the end of the most recent quarterly period through the date of issuance of the financial statements. There were no material subsequent events that were identified that required recognition or disclosure in these financial statements.

F-21

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

TWELVE MONTHS ENDED DECEMBER 31, 2010 QUARTERLY FINANCIAL INFORMATION (Unaudited)

Three Months Ended:	*December 31, 2010			September 30, 2010			June 30, 2010			March 31, 2010
Net Sales	$	60,663		$	19,791		$	14,366		$	16,544
Cost of Goods Sold		32,494			10,346			7,823			9,054
Gross Profit		28,169			9,445			6,543			7,490
Operating Expenses		20,711			10,369			8,092			8,585
Operating Income/(Loss)		7,458			(924	)		(1,549	)		(1,095	)
Interest Expense		201			225			414			345
Income (Loss) Before Taxes		7,257			(1,149	)		(1,963	)		(1,440	)
(Provision) Benefit for income taxes		(3,156	)		430			785			576
Net Income (loss)		4,101			(719	)		(1,178	)		(864	)
Net income attributable to non controlling interest		19			17			—			—
Net income attributable to Dreams		4,120			(702	)		—			—
Earnings (loss) per common share, basic		0.10			(0.02	)		(0.03	)		(0.02	)
Earnings (loss) per common share, diluted		0.10			(0.02	)		(0.03	)		(0.02	)
Weighted Average shares Outstanding:
Basic		40,715,535			42,848,303			38,267,107			37,641,321
Diluted		41,636,411			43,683,982			39,178,628			38,621,912

* The Company’s business is seasonal and it generates a considerable portion of its revenues during the holiday quarter ending December 31. Therefore, quarterly operating results are not necessarily indicative of the results that may be expected for the full fiscal year.

F-22

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements—(Continued)

(Dollars in Thousands, except share and earnings per share amounts)

TWELVE MONTHS ENDED DECEMBER 31, 2009 QUARTERLY FINANCIAL INFORMATION (Unaudited)

Three Months Ended:	*December 31, 2009			September 30, 2009			June 30, 2009			March 31, 2009
Net Sales	$	43,272			15,226			12,192			14,845
Cost of Goods Sold		22,950			8,072			6,276			7,823
Gross Profit		20,322			7,154			5,916			7,022
Operating Expenses		14,245			8,034			7,494			8,496
Operating Income/(Loss)		6,077			(880	)		(1,578	)		(1,474	)
Other Income (Expenses)		(7	)		0			8			0
Interest Expense		482			413			197			175
Income (Loss) Before Taxes		5,588			(1,293	)		(1,783	)		(1,649	)
(Provision) Benefit for income taxes		(2,587	)		507			710			660
Net Income (loss)		3,001			(786	)		(1,073	)		(989	)
Earnings (loss) per common share, basic		.08			(.02	)		(.03	)		(.03	)
Earnings (loss) per common share, diluted		.08			(.02	)		(.03	)		(.03	)
Weighted Average shares Outstanding:
Basic		37,545,576			37,534,911			37,528,214			37,528,214
Diluted		37,669,586			37,775,895			37,528,214			37,528,214

F-23

Exhibit Index

ExhibitNo.		Description
21		Subsidiaries of the Company
23.1		Consent of ~~former~~ Independent Auditors for S-3 registration filing
23.2		Consent of Independent Auditors for S-3 registration filing
31.1		Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed incorporated by reference into any other filing under the Security Act of 1933, as amended, or by the Security Exchange Act of 1934, as amended.)
32.2		Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 as amended or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed incorporated by reference into any other filing under the Security Act of 1933, as amended, or by the Security Exchange Act of 1934, as amended.)
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase
101.DEF**		XBRL Taxonomy Extension Definition Linkbase
101.LAB**		XBRL Taxonomy Extension Label Linkbase
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Year endedDecember 31,2010

Year endedDecember 31,2009

Tax at U.S. statutory rate

State taxes, net of federal benefit

Non-deductible items