**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**AMENDMENT
        NO. 1 TO FORM 10-KSB**




(Mark
        One)
  **x**
              **ANNUAL
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934**
  **For
        the fiscal year ended January 31, 2007**
  **o**
              **TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934**
  **For
        the transition period from ___________ to ___________**
  **Commission
        file number** **000-51193**


**DREAM
      MEDIA, INC.**


(Exact
      name of registrant as specified in its charter)




**4695
      Macarthur Court**


**11** **th** **Floor**


**Newport
      Beach, CA 92660**


**(949)
      798-6138**


(Address
      and Telephone Number of Registrant’s Principal


Executive
      Offices and Principal Place of Business)




**Delaware**
              **20-8326081**(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer Identification No.)**4695
                  Macarthur Court**
                **11****th****Floor**
                **Newport
                  Beach, CA**
              **92660**(Address
                  of principal executive offices)
              (Zip
                  Code)
 
 Registrant’s
                  telephone number, including area code
              **(949)
                  798-6138**
  Securities
                  registered under Section 12(b) of the Exchange Act:Title
                  of each class
              Name
                  of each exchange on which registered**None**
              **None**Securities
                  registered under Section 12(g) of the Exchange Act:**Common
                  Stock, par value $.001**(Title
                  of class)
  Check
      whether the
      issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
      the
      Exchange Act during the past 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days. Yes x No o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will 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-KSB or any
      amendment to this Form 10-KSB. o




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





State
      issuer’s revenues for its most recent fiscal year. $0





Aggregate
        market value of the common stock held by non-affiliates of the Company as
        of May
        15, 2007: $0




Number
      of shares of the registrant’s common stock outstanding as of May 15, 2007: 
7,510,000 shares of Common Stock.













**TABLE
      OF CONTENTS**








**Part
                I**Item
                1.
            Description
                of Business.Item
                2.
            Description
                of Property.Item
                3.
            Legal
                Proceedings.Item
                4.
            Submission
                of Matters to a Vote of Security Holders.**Part
                II**Item
                5.
            Market
                for Common Equity and Related Stockholder Matters.Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operations.Item
                7.
            Financial
                Statements.Item
                8.
            Changes
                in and Disagreements With Accountants on Accounting and Financial
                Disclosure.Item
                8A.
            Controls
                and Procedures.Item
                8B.
            Other
                Information.**Part
                III**Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act.Item
                10.
            Executive
                Compensation.Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.Item
                12.
            Certain
                Relationships and Related Transactions.Item
                13.
            Exhibits.Item
                14.
            Principal
                Accountant Fees and Services.**Signatures**



















*Except
      as otherwise required by the context, all references in this prospectus to
      "we",
      "us”, "our", “Dream Media”, or "Company" refer to the consolidated operations of
      Dream Media, Inc.., a Delaware corporation, and its wholly owned
      subsidiaries.*




**Forward-Looking
      Statements and Associated Risks**






*The
      Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
      certain forward-looking statements. Some of the statements contained in this
      annual report of Dream Media discuss future expectations, contain
      projections of our operations or financial condition or state other
      forward-looking information. Some statements contained in this annual report
      on
      Form 10-K that are not historical facts (including without limitation statements
      to the effect that we "believe," "expect," "anticipate," "plan," "intend,"
      "foresee," or other similar expressions) and are forward-looking statements.
      These forward-looking statements are based on our current expectations and
      beliefs concerning future developments and their potential effects on us. There
      can be no assurance that future developments affecting us will be those
      anticipated by us. All comments concerning our expectations for future revenue
      and operating results are based on our forecasts of our plan of operation and
      do
      not include the potential impact of any future acquisitions or operations.
      These
      forward-looking statements involve significant risks and uncertainties (some
      of
      which are beyond our control) and assumptions. Should one or more of these
      risks
      or uncertainties materialize, or should any of our assumptions prove incorrect,
      actual results may vary in material respects from those projected in the
      forward-looking statements.*




**PART
      I**




**Item
      1.**  **Description
      of Business.**




We
      were
      incorporated under the laws of the State of Delaware on February 2, 2005. On
      July 7, 2006, our sole officer and director, Ken Osako obtained all of the
      shares of 511410, Inc., pursuant to a Stock Purchase Agreement. On October
      23,
      2006, we changed our name to Dream Media, Inc. to better reflect our current
      business plan. Dream Media will market and deliver products from a number of
      American merchandise brands via various media to Japanese consumers, including
      print catalogs and on the internet at www.dreammedia.us, facilitating the
      shopping process by the use of a bilingual customer service center. Ken Osako
      is
      our sole officer and director, as well as our controlling stockholder. Our
      main
      office is located at 4695 MacArthur Court, 11th Floor, Newport Beach, CA 92660
      and the telephone number is (949) 798-6138.





By
      aggregating the merchandise of various participating merchants into a single
      location in our print catalog and on our Web site, we will offer Japanese
      consumers a diverse variety of American merchandise brands of products from
      numerous merchants and product categories. Our initial catalog will focus
      primarily on women’s clothing and women’s fashion accessories. In the future we
      intend to add health and beauty aids, children's toys, executive gifts,
      educational products, gourmet cooking aids, exercise equipment, jewelry,
      luggage, travel aids, and home accessories. At the time of this filing we are
      in
      discussion with, but have not entered into contract to market or sell any
      products, nor have we entered into contract to sell advertising to any American
      brands. We are currently developing our initial catalog layout, design,
      production and circulation strategy and layout and design for developing our
      website. We plan to distribute our initial catalog and have our website be
      fully
      operational by the end of the fourth quarter of 2007.





We
      believe that we can
      overcome many of the cultural and language barriers that may currently be
      restricting Japanese consumers from purchasing American
      merchandise brands. Many Japanese consumers do not have direct access to many
      American merchandise brands. Our goal is to provide Japanese consumers with
      access to American merchandise brands by providing the means for consumers
      to
      overcome the cultural and language barriers that may be currently restricting
      access for purchasing many American products. We will undertake services that
      span from marketing to delivery, thereby providing American merchants with
      access and distribution to the Japanese consumer markets. American companies
      are
      often reluctant to commence operations in Japan due to cultural differences
      and
      language barriers. Additionally, foreign companies generally need to make
      substantial investments to undertake market research on studying Japanese
      consumer behavior. Similarly, language barriers make it difficult for companies
      to communicate effectively and to create awareness of their products in the
      Japanese market. Japanese consumers also face a language handicap while ordering
      merchandise directly from the websites of American merchandise brands, as the
      majority of these websites are in English. Dream Media will act as a bridge
      between Japanese consumers and American merchandise brands. We do not have
      any
      contracts or agreements with any American merchants at this time.





Dream Media is committed to fostering a high-quality customer experience that
      exceeds expectations and engages Japanese consumers into long-term
      relationships. We intend to provide high-quality customer service and a large
      selection of American products. We have adopted the following strategies for
      satisfying the needs of Japanese consumers, particularly women who have adopted
      catalog shopping and the Internet as a preferred method of shopping and have
      grown to expect higher standards of customer service and convenience. The key
      components of our business strategy include:














PROVIDE
      CONSUMERS WITH HIGH-QUALITY MERCHANDISE FROM WELL-KNOWN AMERICAN MERCHANDISE
      BRANDS. Our print media catalog, which we expect to be approximately 240 pages
      and include approximately 2,000 items per catalog, will provide Japanese
      consumers with a selection of products from well-known American
      merchants. Throughout the second and third quarters of 2007, we will continue to research
      the basic infrastructure of our catalog business with a focus on
      developi ng
      our
      catalog layout and design, production and circulation in
      Japan. We have begun researching merchants that supply well known American
      merchandise brands that can display their products in our catalog; to date
      we
      have not entered into any agreements at this time. We hope to enter into
      agreements with companies to print and to deliver our initial catalogs to 2
      million targeted prospective Japanese female consumers during the fourth quarter
      of 2007.





PROVIDE
      JAPANESE CONSUMERS WITH A CONVENIENT SHOPPING SERVICE. Dream Media will position
      itself as is a shopping source for Japanese consumers who may purchase a variety
      of merchandise typically offered by many different well-known American merchants
      in a single transaction. Although the merchandise offered by Dream Media may
      be
      available from other catalog and retail companies, each of these companies
      typically has its own policies for shipping and handling charges, merchandise
      returns and price guarantees, as well as its own Web site. In addition, each
      company typically has different customer service hours and credit and payment
      policies. By aggregating the merchandise of our various participating merchants
      into a single location in our print catalogs and on the Web, we will afford
      our
      consumers with convenient access to thousands of products offered by numerous
      participating merchants.





At
      the
      date of filing this agreement we have begun discussion with print and
      distribution companies to print and to deliver catalogs to 2 million targeted
      prospective Japanese female consumers during the fourth quarter of 2007 but
      have
      not yet entered into any definitive agreements. We
      anticipate the costs of producing and distributing our initial 240 page catalog
      at total a cost of $3 million, consisting of $1.9 million for production and
      $1.1 million for distribution of 2 million copies. We intend to utilize proceeds
      from the sale of advertising space to cover the cost of producing and
      distributing the catalogs. Each catalog will be limited to the sale of 200
      pages
      of advertising at a cost of $20,000 per page, per issue. Without significant
      revenues from advertising, we will require additional financing to complete
      this
      objective and potentially achieve our goal of profit, revenue and
      growth.





For
      the
      convenience of our customers, we will develop our web site with e-commerce
      technology and maintain our web site www.dreammedia.us to
      provide the latest technologies, including a search engine, which enables
      consumers to search and define their shopping needs. Products and services
      will
      be sorted by category and sub-category, which will enable consumers to search
      and define their shopping needs faster and easier. We have begun designing
      our
      website internally and have not yet entered into an agreement with a web site
      designer or hosting company. We intend to have our website fully operational during
      the fourth quarter of 2007. We
      anticipate the costs of producing our website and developing our e-commerce
      systems to be $75,000 during the next twelve months. ****** We
      will
      utilize existing funds or funds from ongoing operations to achieve this
      component of our plan and will not seek additional financing to complete this
      objective.





PROVIDE
      SUPERIOR CUSTOMER SERVICE AND ORDER PROCESSING.





The
      Company will utilize an outsource service consisting of well-trained customer
      service representatives that speak both Japanese and English at an in-bound
      call
      center located in Japan which will take orders from Japanese consumers.
      Utilizing a fully functional center that can supplies our business with
      equipment and technical support and can quickly adapt to new processes is more
      cost effective than establishing an in-house call center is not in our budget.
      We have identified a call center and customer service outsource firm located
      in
      Chiba, Japan to provide the in-bound call center customer service
      representatives for Dream Media. To date we have not completed an agreement
      with
      this firm. We do not anticipate hiring any employees at the call center, nor
      will we enter into a lease arrangement for any property. We will enter into
      a
      contractual agreement.





A
      key
      facet of our decision to outsource the call center function is escalation.
      When
      we commence operations, we are unsure of the anticipated daily or seasonal
      call
      activity we will experience. By outsourcing to a firm that has expertise
      managing call center operations, that includes detailed strategic planning
      for
      forecasting staffing requirements, and developing quality and human resource
      programs we can better determine our initial staffing levels. If our company
      experiences a significant growth spurt and the level of calls escalates, the
      outsourced call center will be responsible for staffing and managing the calls
      accordingly. We will staff the inbound call center so that our customers can
      enjoy the convenience of being able to shop twenty-four hours a day, seven
      days
      a week.





The
      company will provide Japanese consumers with services such as size conversion,
      as American sizes are significantly different from that Japanese sizes. We
      will
      also act as a medium for assisting non-English-speaking Japanese consumers
      by
      translating the tags and instructions on product use into Japanese. We
      anticipate the Company’s average order size will be approximately $83 per
      customer order from our catalog or website and that most orders will be
      delivered to consumers within 7-to-10 days from receiving the order. The call
      center customer service representatives will be trained to encourage consumers
      to purchase additional products with each order to increase the Company’s
      average order size.












Consumers
      can also shop online wherever an Internet connection is available from our
      website at www.dreammedia.us. The Company will offer telephone support in
      Japanese and English at the call center to its online consumers twenty-four
      hours a day, seven days a week, providing the Company's online consumers the
      benefit of live customer service assistance. Online consumers will have to
      option to make customer service inquiries via e-mail.





PROVIDE
      SUPERIOR ORDER FULFILLMENT AND LOGISTICS MANAGEMENT.





We
      plan
      to establish a logistic center in Portland, Oregon to receive products from
      American Suppliers, although we have not selected a specific site, nor have
      we
      entered into any leasing arrangements. We also plan to have logistic center
      in
      Chiba, Japan. Chiba, Japan is a suburb outside of Tokyo, Japan, where we intend
      to also have our in-bound call center , although we have not selected a specific
      site, nor have we entered into any leasing arrangements.. We will take orders
      in
      Japanese or English languages at the call center from Japanese consumers, and
      in
      turn we will then transmit an order to the appropriate merchant who ships the
      merchandise to the Portland logistic center and from there we will consolidate
      and forward shipments to our logistic center in Chiba, Japan where we will
      pack
      and ship the product ordered by our Japanese customer. Issues such as tariffs
      will be handled by the Company as a part of this process. We have begun
      researching a suitable facility in both Portland and Chiba but have not entered
      into any lease agreements as of yet.





We
      will
      offer a total satisfaction guarantee that provides customers to return
      merchandise for any reason within 60 days of purchase. As part of our customer
      service commitment, we maintain a liberal merchandise return policy that allows
      consumers to return any merchandise, virtually at any time and for any reason,
      and regardless of condition within 60 days of purchase. Any significant
      merchandise returns would result in adjustments to the cost of sales and could
      have a material and adverse affect on financial condition, results of operations
      and cash flows.





**Products
      and Services**





Our
      principal product will be a print media catalog called “The American Dream”
which will contain listings of products from American merchandise brands that
      are not readily available in the Japanese market. Initially we will develop
      a
      240-page catalog, which will be distributed to consumers free of cost in Japan,
      and will be in Japanese. The catalog will consist of approximately 200 pages
      of
      American merchandise product listings and approximately 40 pages of editorial
      and promotional material on the products and brands included in our catalog.
      We
      expect the initial catalog circulation to reach approximately 2 million
      shoppers. The catalog will be designed to target Japanese women from varied
      age
      groups, as the company expects the large majority of its customers to be
      women. **** We
      will
      also target consumers through our website at www.dreammedia.us. The website
      will
      be developed in Japan and will contain an online copy of the catalog in both
      Japanese and English languages and will provide an option to order merchandise
      directly from the website.





By
      aggregating the merchandise of various participating merchants into a single
      location in our print catalog and on our Web site, we will offer our Japanese
      consumers a diverse variety of products from numerous retailers and product
      categories. Our initial catalog will focus primarily on women’s clothing and
      fashion accessories. In the future we intend to add health and beauty aids,
      children's toys, executive gifts, educational products, gourmet cooking aids,
      exercise equipment, jewelry, luggage, travel aids, and home accessories. At
      the
      time of this filing we are in discussion with American merchandise brands but
      have not entered into contract with any American merchandise brands to sell
      their products, nor have we entered into contract for advertising of any
      American merchandise Brands in our catalog.





**Revenue
      Streams**





We
      intend
      to generate revenues from two sources; the primary source for revenue will
      be in
      the form of a mark-up on goods ordered by Japanese consumers through us.
      Initially, the company plans to buy the goods ordered from suppliers at market
      prices and supply them to consumers at a mark-up of up to 30%. We believe that
      the Japanese consumers will pay this mark-up for the benefit of having easier
      accessibility to American goods presented to them in their native Japanese
      language as well as in English.





Additionally,
      we intend to generate revenue from placement fees, through contracts for
      advertising fees paid by merchant companies that list their products in our
      catalogue .
      We
      believe that suppliers of well known American merchandise brands will pay
      placement fees in order to further establish their companies brand equity in
      the
      Japanese market. We will charge a placement fee to American companies for
      advertising their products in the American Dream catalog at a rate of $20,000
      per page, per issue. We believe that American companies would be willing to
      pay
      this fee because such advertising will give them direct access to the Japanese
      market without spending money on market research and will allow them to overcome
      cultural and linguistic differences that normally make access to the Japanese
      market difficult. Additionally, since the American companies will only be
      shipping products to our U.S. based logistics center, they will avoid potential
      international law issues such as tariffs.










**Marketing**




We
      will
      attempt to position ourselves as a bridge between Japanese consumers and
      American merchandise brands. The company plans to become a provider of American
      merchandise brands to Japanese consumers and to also serve as a gateway for
      American suppliers to the Japanese retail market . **** Throughout
      all of our marketing and promotional activities we seek to present a consistent
      brand image. The primary initiatives in fiscal 2007 are aimed at attracting
      American merchandise brands and new customers while building overall brand
      awareness for Dream Media.





We
      plan
      to conduct a marketing and promotional campaign to lead the company’s growth and
      to create significant brand equity for ourselves and our merchants. We will
      target well known brands in the United States for utilizing the company’s
      catalog as an advertising medium. We will employee a team of experienced sales
      and marketing professionals responsible for identifying and targeting well
      known
      brands in the United States. At this time we have not employed or retained
      any
      sales and marketing professionals.





Simultaneously,
      we will target female Japanese consumer’s ages 24-44 who we believe are likely
      to order the advertised American merchandise brands through the catalog. We
      will
      purchase a list of female Japanese consumers within our target demographics
      that
      have purchased clothes through mail-order catalog within a past year from a
      catalog companies in Japan. We have not identified the specific company we
      will
      purchase our initial direct mail list from, yet there are many companies to
      choose from that sell direct mail lists, including customer
      lists from department stores.







We
      intend
      to be able to create an extensive proprietary database of customer information
      including customer demographics, purchasing history, and proximity to an
      existing or planned premium retail store. We believe our ability to effectively
      design and manage our marketing and promotional programs is enhanced by this
      rich source of information, allowing us to adjust the frequency, timing and
      content of each program to maximize the benefit gained. We have not yet
      developed our database systems and plan to begin doing so in the fourth quarter
      of 2007.





We
      have
      several strategies for marketing to the Japanese consumers. We hope to utilize
      retail convenience stores as a distribution channel, yet we currently do not
      have any contracts or agreements with any retail convenience store chains.
      C onvenience
      stores are relatively small retail outlets located primarily near residential
      areas that are open long hours and carry a limited line of high-turnover
      convenience products. In
      Japan, there are currently more than 32,300 retail convenience stores. We hope
      to distribute up to 1 million, catalogs through retail convenience stores by
      channeling the customers that frequent these establishments, we will also use
      direct mailing services for catalog distributions.





**Competition**





The
      distribution channels for our products are highly competitive. From time to
      time
      in the catalog business, competitors, typically other catalog retailers, will
      attempt to secure contracts with various American merchandise brands to offer
      merchandise to their consumers. We also face competition for consumers from
      retailers, duty-free retailers, specialty stores, department stores and
      specialty and general merchandise catalogs, many of which have greater financial
      and marketing resources than we have.





The
      Internet online commerce market is rapidly evolving and intensely competitive.
      Barriers to entry are minimal and current and new competitors can launch new
      Web
      sites at a relatively low cost. Many competitors in this area have greater
      financial, technical and marketing resources than the Company. In addition,
      new
      technologies and the expansion of existing technologies may increase the
      competitive pressures on online retailers, including the Company.





Continued
      advancement in technology and increasing access to that technology is paving
      the
      way for growth in direct marketing. We believe that we can be well- positioned
      within the Japanese consumer market with our plan of supplying American
      merchandise brands to Japanese consumer and that our exposure to both the
      Japanese and American cultures gives us a competitive advantage.




**Employees**





We
      currently have no employees other than Ken Osako our sole officer and
      director.





**Item
      2.**    **Description
      of Property.**




We
        presently maintain our principal offices at an executive office located 4695
        MacArthur Court, 11th Floor, Newport Beach, CA 92660 and the telephone number
        is
        (949) 798-6138. We lease this space for a monthly fee of $190 on a twelve
        month
        lease ending December 31, 2007





**Item
      3.**    **Legal
      Proceedings.**





Neither
      the Company nor any of its subsidiaries is a party to any pending or threatened
      legal proceedings.




**Item
      4.**    **Submission
      of Matters to a Vote of Security Holders.**




None.







**PART
      II**







**Item
      5.**    **Market
      for Common Equity and Related Stockholder Matters.**






**Market
      Information**





Our
      shares of common stock have never been traded on any recognized stock
      exchange.





**Holders**





As
      of May
      15, 2007, in accordance with our transfer agent records, we had 57 holders
      of
      our Common Stock.





**Dividends**





Holders
      of our common stock are entitled to receive dividends if, as and when declared
      by the Board of Directors out of funds legally available therefore. We have
      never declared or paid any dividends on our common stock. We intend to retain
      any future earnings for use in the operation and expansion of our business.
      Consequently, we do not anticipate paying any cash dividends on our common
      stock
      to our stockholders for the foreseeable future.





**Recent
      Sales of Unregistered Securities**




On
      February 2, 2005, we issued 100,000 shares to Scott Raleigh for $100. Such
      shares were issued in reliance on an exemption from registration under Section
      4(2) of the Securities Act of 1933. These shares of our common stock qualified
      for exemption under Section 4(2) of the Securities Act of 1933 since the
      issuance shares by us did not involve a public offering. The offering was not
      a
“public offering” as defined in Section 4(2) due to the insubstantial number of
      persons involved in the deal, size of the offering, and manner of the offering
      and number of shares offered. We did not undertake an offering in which we
      sold
      a high number of shares to a high number of investors. In addition, Scott
      Raleigh had the necessary investment intent as required by Section 4(2) since
      he
      agreed to and received a share certificate bearing a legend stating that such
      shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This
      restriction ensures that these shares would not be immediately redistributed
      into the market and therefore not be part of a “public offering.” Based on an
      analysis of the above factors, we have met the requirements to qualify for
      exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
      On July 7, 2006, Scott Raleigh sold his 100,000 shares to Ken Osako for $100,
      pursuant to a stock purchase agreement and pursuant to an exemption from
      registration under Section 4(2) of the Securities Act of 1933.





On
      August
      30, 2006, we issued 6,800,000 shares of our common stock to the following
      shareholders pursuant to an offering at $.001 per share. We received $6800
      in
      this offering. Such shares were issued in reliance on the exemption under
      Section 4(2) of the Securities Act of 1933, as amended (the “Act”).




Fujii,
                  Katsutoshi
              2,000Hase,
                  Yasuichi
              2,000Hasegawa,
                  Ikuko
              2,000Ichise,
                  Sachiko
              2,000Kajiki,
                  Naohumi
              2,000Kondo,
                  Chikako
              2,000Kondo,
                  Harumi
              2,000Kotani,
                  Kyoko
              2,000Kurosawa,
                  Hideaki
              50,000Leonard,
                  Chad
              2,000Maehara,
                  Daisuke
              2,000Matsuo,
                  Michiyo
              2,000Matsuo,
                  Yusuke
              2,000Miyashita,
                  Minuro
              25,000Nagasawa,
                  Atsuhiko
              2,000Osako,
                  Kenji
              6,510,000











Osako,
                  Sachiyo
              2,000Osako,
                  Shingo
              2,000Prieto,
                  Hector
              50,000Shigeyosi,
                  Atsushi
              2,000Suenaga,,Yasunori
              125,000Tamura,
                  Nobuko
              2,000Tani,
                  Mikiko
              2,000Watanabe,
                  Minuoru
              2,000Yonemura,
                  Hideaki
              2,000




These
      shares of our common stock qualified for exemption under Section 4(2) of the
      Securities Act of 1933 since the issuance shares by us did not involve a public
      offering. The offering was not a “public offering” as defined in Section 4(2)
      due to the insubstantial number of persons involved in the deal, size of the
      offering, manner of the offering and number of shares offered. We did not
      undertake an offering in which we sold a high number of shares to a high number
      of investors. In addition, these shareholders had the necessary investment
      intent as required by Section 4(2) since they agreed to and received share
      certificates bearing a legend stating that such shares are restricted pursuant
      to Rule 144 of the 1933 Securities Act. This restriction ensures that these
      shares would not be immediately redistributed into the market and therefore
      not
      be part of a “public offering.” Based on an analysis of the above factors, we
      have met the requirements to qualify for exemption under Section 4(2) of the
      Securities Act of 1933 for this transaction.





On
      November 30, 2006, we issued 275,000 shares of our common stock to the following
      shareholders pursuant to an offering at $1.00 per share. We received $275,000
      for this offering. Such shares were issued in reliance on the exemption under
      Section 4(2) of the Securities Act of 1933, as amended (the “Act”).





Kishimoto,
                Ranko
            25,000Kobayashi,
                Mineko
            25,000Kondo,
                Harumi
            25,000Miyashita,
                Minoru
            25,000Naito,
                Kazuko
            25,000Naito,
                Masaru
            25,000Nakai,
                Yayoi
            25,000Uchida,
                Kami
            25,000Watanabe,
                Taeko
            25,000Yamada,
                Kimiko
            25,000Yoshii,
                Yoriko
            25,000





These
      shares of our common stock qualified for exemption under Section 4(2) of the
      Securities Act of 1933 since the issuance shares by us did not involve a public
      offering. The offering was not a “public offering” as defined in Section 4(2)
      due to the insubstantial number of persons involved in the deal, size of the
      offering, manner of the offering and number of shares offered. We did not
      undertake an offering in which we sold a high number of shares to a high number
      of investors. In addition, these shareholders had the necessary investment
      intent as required by Section 4(2) since they agreed to and received share
      certificates bearing a legend stating that such shares are restricted pursuant
      to Rule 144 of the 1933 Securities Act. This restriction ensures that these
      shares would not be immediately redistributed into the market and therefore
      not
      be part of a “public offering.” Based on an analysis of the above factors, we
      have met the requirements to qualify for exemption under Section 4(2) of the
      Securities Act of 1933 for this transaction.





On
      April
      30, 2006, we issued 435,000 shares of our common stock to the following
      shareholders pursuant to an offering at $1.00 per share. We received $435,000
      in
      this offering. Such shares were issued in reliance on the exemption under
      Section 4(2) of the Securities Act of 1933, as amended (the “Act”).




Fukudome,
                  Kayoko
              10,000Ikeda,
                  Ritsuko
              15,000Irie,
                  Keiko
              50,000Irie,
                  Shoko
              115,000Irie,
                  Yukiko
              50,000Kajiki,
                  Naomi
              10,000Kotani,
                  Kyoko
              25,000Oma,
                  Yuriko
              30,000Oshima,
                  Yasutaka
              10,000











Shinkawa,
                  Miharu
              30,000Shiraishi,
                  Yayoi
              15,000Takita,
                  Chizuko
              10,000Umemori,
                  Hisako
              40,000Yasuda,
                  Kazuo
              10,000Yoshino,
                  Masako
              15,000




These
      shares of our common stock qualified for exemption under Section 4(2) of the
      Securities Act of 1933 since the issuance shares by us did not involve a public
      offering. The offering was not a “public offering” as defined in Section 4(2)
      due to the insubstantial number of persons involved in the deal, size of the
      offering, manner of the offering and number of shares offered. We did not
      undertake an offering in which we sold a high number of shares to a high number
      of investors. In addition, these shareholders had the necessary investment
      intent as required by Section 4(2) since they agreed to and received share
      certificates bearing a legend stating that such shares are restricted pursuant
      to Rule 144 of the 1933 Securities Act. This restriction ensures that these
      shares would not be immediately redistributed into the market and therefore
      not
      be part of a “public offering.” Based on an analysis of the above factors, we
      have met the requirements to qualify for exemption under Section 4(2) of the
      Securities Act of 1933 for this transaction.





We
      have
      never utilized an underwriter for an offering of our securities. Other than
      the
      securities mentioned above, we have not issued or sold any
      securities. In all
      of these offerings, the potential investors had access to the kind of
      information normally provided in a prospectus. At the time of receipt of the
      common stock for all of these offerings, each investor was sophisticated and
      had
      sufficient knowledge and experience in financial and business matters to allow
      him to evaluate the merits and risks of the investment. No general solicitation
      or advertising occurred in connection with any of these offerings.




**Item
      6.**    **Management’s
      Discussion and Analysis or Plan of Operations.**





*The
      following discussion contains forward-looking statements within the meaning
      of
      Section 27A of the Securities Act of 1933 and Section 21E of the Securities
      Exchange Act of 1934 relating to future events or our future performance. Actual
      results may materially differ from those projected in the forward-looking
      statements as a result of certain risks and uncertainties set forth in this
      prospectus. Although management believes that the assumptions made and
      expectations reflected in the forward-looking statements are reasonable, there
      is no assurance that the underlying assumptions will, in fact, prove to be
      correct or that actual results will not be different from expectations expressed
      in this report.*




Plan
      of Operations





Plan
      of
      Operations





We
      anticipate that our operational as well as general and administrative expenses
      for the next 12 months will total $12,050,000. The breakdown is as
      follows:




Marketing Materials
            
            $
            50,000.00Website
                development
            
            $
            75,000.00Merchant
                Development
            
            $
            75,000.00Catalog
                Printing and Distribution
            
            $
            9,000,000.00Order
                Processing and Customer Service Outsource
            
            $
            1,000,000.00Development
                of Information systems and technology
            
            $
            75,000.00Establish
                additional office and fulfillment work space
            
            $
            500,000.00Legal/Accounting
            
            $
            75,000.00General/Administrative
            
            $
            1,200,000.00Total
            
            $
            12,050,000.00




MARKETING
      MATERIALS. We are currently working with a company to create a brand identity
      and marketing materials for Dream Media. We will develop a company logo, tagline
      and promotional materials. Additionally we will develop a Corporate Brochure,
      a
      Press Kit, a Catalog Prototype consisting of a sample catalog demonstrating
      the
      quality and elegance of our proposed catalog ad pages along with company
      Letterhead, Envelopes & Business Cards. We expect to have all our marketing
      materials completed by September 2007 and have budgeted $50,000 during the
      next
      twelve months for this objective. We will utilize existing funds to achieve
      this
      component of our plan and will not seek additional financing to complete this
      objective.












MERCHANT
      AGREEMENTS. The merchandise intended to be sold by the Company will be sourced
      from a wide variety of American vendors. The Company’s business depends on being
      able to find qualified American vendors and access products in a timely and
      efficient manner. We plan to enter into agreements with merchants who will
      supply the products and services offered in our catalog and website. Under
      these
      agreements, we will buy merchandise at pre-established rates or receive
      placement fees for inclusion of the merchant’s products in Dream Media programs.
      Participating merchants will agree to maintain sufficient levels of inventory
      to
      satisfy customer demand and to ship all orders within 72 hours unless the
      merchandise is out-of-stock. To date we have not entered into any merchant
      agreements, yet we anticipate the agreements will likely vary in length
      typically from one quarter to one year. We will source
      and identify well known U.S. companies that could potentially work with Dream
      Media; identify the best point of contact within those organizations; evaluate
      interest, needs and opportunities so that Dream Media can approach these
      companies to become participating merchants. The cost of completing the stated
      objectives during the next twelve months is budgeted at $75,000, including
      $40,000 for market research.





To
      date
      we have not entered into any agreements yet we are in discussion with firms
      to
      conduct market research on behalf of Dream Media and estimate the cost to be
      approximately $40,000 to undertake this important research project for Dream
      Media which we intend to complete by September 2007. These market research
      activities will include secondary research and a series of executive interviews
      with American retail firms. After reviewing the completed market research,
      we
      will then start the marketing process of finding the advertisers for our catalog
      publications during the third quarter of 2007. We will utilize existing funds
      or
      funds from ongoing operations to achieve this component of our plan and will
      not
      seek additional financing to complete this objective.





WEB
      SITE
      DEVELOPMENT. The Company has budgeted resources during 2007 for development
      of
      Web site and e-commerce infrastructure. In the fourth quarter of 2007, we plan
      to launch our Web site, www.dreammedia.us .
      Our new
      Web site will be Japanese consumer-friendly with a well designed home page,
      navigation capabilities, and an enhanced search engine which enables consumers
      to search and define their shopping needs. We anticipate the costs of producing
      our website and developing our e-commerce systems to be $75,000 during the
      next
      twelve months. We will utilize existing funds or funds from ongoing operations
      to achieve this component of our plan and will not seek additional financing
      to
      complete this objective.




PRODUCE
      AND DISTRIBUTE OUR AMERICAN DREAM CATAOLGS. In the fourth quarter of 2007,
      we
      intend to begin distributing our American dream catalog to a targeted group
      of
      female consumers who reside in Japan. Our American dream catalog differs from
      other catalog titles in that it solely contains merchandise from American
      merchandise brands and is printed in Japanese. The catalog will be designed
      to
      encourage consumers to shop via the catalog and internet. Our initial catalog
      will focus primarily on women’s clothing and fashion accessories from American
      merchandise brands. In the future we intend to add health and beauty aids,
      children's toys, executive gifts, educational products, gourmet cooking aids,
      exercise equipment, jewelry, luggage, travel aids, and home accessories from
      American merchants. During 2007, we intend to distribute approximately
      2 million American dream catalogs. We anticipate the costs of producing and
      distributing our initial 240 page catalog at a cost of $3 million, consisting
      of
      $1.9 million for production and $1.1 million for distribution of 2 million
      copies. We intend to utilize proceeds from the sale of advertising space to
      cover the cost of producing and distributing the catalogs. Each catalog will
      be
      limited to the sale of 200 pages of advertising at a cost of $20,000 per page,
      per issue.




After
      the
      initial catalog is launched, we plan to increase the circulation of American
      dream catalog by approximately 2 million copies per quarter with the total
      budget for producing and distribution of $3 million per distribution, consisting
      of $1.9 million for production and $1.1 million for distribution of 2 million
      copies, for the first and second quarters of 2008 for a total budget $9 million
      during the next twelve months. Without significant revenues from advertising,
      we
      will require additional financing to complete this objective.




ORDER
      PROCESSING AND CUSTOMER SERVICE OUTSOURCE. We maintain no significant inventory,
      and therefore, once we receive a customer’s order, we will transmit it to the
      appropriate merchant who will in turn ship the merchandise directly to our
      logistics center. We will outsource our call volume to a company that has live
      operator inbound call center and service agency. We will seek a web-enabled
      call
      center with a company that can increase sales with up-sells, customer service,
      lead generation with surveys, e-mail response and web-based call center services
      beginning during the third quarter of 2007. Our goal is to provide the highest
      level of call center services available to our clients. We have budgeted
      $1,000,000 during the next twelve months for this objective, with the initial
      expenditure of $200,000 during the third quarter of 2007 and approximately
      $75,000 per month each month thereafter. The in-bound sales representatives
      will
      be employees of the call center, and will not be employed by us, we forecast
      escalating the staffing levels up to 40
      in-bound sales representatives during the first year of operations .
      Without
      significant revenues within the next twelve months, we will require additional
      financing to complete this objective and potentially achieve our goal of profit,
      revenue and growth.




Development
      of Information systems and technology. We will implement order entry,
      transaction-processing and fulfillment services and systems using a combination
      of our own proprietary technologies and commercially available licensed
      technologies. As a catalog company we intend to be able to create an extensive
      proprietary database of customer information including customer demographics,
      purchasing history, and proximity to an existing or planned premium retail
      store. We believe our ability to effectively design and manage our marketing
      and
      promotional programs is enhanced by this rich source of information, allowing
      us
      to adjust the frequency, timing and content of each program to maximize the
      benefit gained. The Company’s current strategy is to spend minimal development
      efforts on enhancing the specialized, proprietary software that is unique to
      its
      business and to license commercially developed technology for other applications
      where available and required.











We
      will
      implement a Web-based system that can provide the Company with many advantages,
      including giving us significant flexibility in implementing marketing programs.
      We will utilize existing funds or funds from ongoing operations to achieve
      this
      component of our plan and will not seek additional financing to complete this
      objective. We intend to lease our equipment and do not anticipate the purchase
      or sale of any significant equipment. During the next twelve months we have
      budgeted $100,000 for this objective. Without significant revenues within the
      next twelve months, we will require additional financing to complete this
      objective and potentially achieve our goal of profit, revenue and growth.








*Establish
      additional office and fulfillment work space.* We
      intend
      to open additional office and fulfillment work spaces in Portland, Oregon and
      Chiba, Japan. We have offices in California and Osaka, Japan area and plan
      to
      evaluate opportunities to strategically expand our geographic presence with
      2
      additional satellite office and fulfillment work spaces within the next 12
      months. We intend to lease the office space and equipment and do not anticipate
      the purchase or sale of any significant equipment. We estimate the cost to
      open
      each office to total approximately $500,000 over the next twelve months, with
      the amount of expenditure to set up the logistic center in Chiba, Japan to
      be
      approximately $300,000 and the expenditure to establish a logistic center in
      Portland, Oregon to be approximately $200,000. Beginning in the fourth quarter
      of 2007, we intend to open both locations. We have not identified any specific
      locations or entered into any lease agreements at this time. Without significant
      revenues within the next twelve months, we will require additional financing
      to
      complete this objective and potentially achieve our goal of profit, revenue
      and
      growth.





Develop
      an Employee and Management Team to Optimize Our Business .
      We
      anticipate expanding our management and employee team with a focus on training
      and professional development for all levels of employees. We expect to increase
      the number of employees, including a President and Chief Financial Officer
      of
      the company and by hiring operational, administrative and sales and marketing
      employees once we have successfully completed our financing. We plan to hire
      up
      to ten employees during the next twelve months. We have not identified such
      employees nor had any discussions with potential candidates. This is an ongoing
      objective and we have not allocated any specific funds for this
      objective..





The
      foregoing represents our best estimate of our cash needs based on current
      planning and business conditions. The exact allocation, purposes and timing
      of
      any monies raised in subsequent financings may vary significantly depending
      upon
      the exact amount of funds raised and status of our business plan. In the event
      we are not successful in reaching our initial revenue targets, additional funds
      may be required and we would then not be able to proceed with our business
      plan
      for the development and marketing of our products and services. Should this
      occur, we would likely seek additional financing to support the continued
      operation of our business.





Capital
      Resources and Liquidity




We
      are
      currently financing operations primarily through funds raised in private
      placements August 30, 2006 and November 30, 2006. In November 2006, we completed
      an offering in which we raised a total of $275,000. As of January 31, 2006,
      we
      had cash of $0 and as of January 31, 2007 we have cash of
      $327,500.





We
      expect
      to satisfy our cash requirements for the next twelve months from revenue and
      through funds raised in our private placements. During
      2007, we plan to raise additional capital of $3 million for additional operating
      capital. We intend to raise these funds through additional private placements.
      We have not identified any sources of capital, lines of credit or loans at
      this
      time. Completion
      of our plan of operation is subject to attaining adequate revenue and through
      funds raised from private placements. We cannot assure investors that adequate
      revenues will be generated. In the event we are not successful in reaching
      our
      initial revenue targets, Management
      believes that it will raise the funds required and we would then be able to
      proceed with our business plan for the development and marketing of our products
      and services along with the commencement of our business activities in the
      fourth quarter of 2007.





In
      the
      absence of our projected revenues and
      the
      absence of additional capita l
      we may
      be unable to proceed with our plan of operations. We anticipate that depending
      on market conditions and our plan of operations, we would incur operating losses
      in the foreseeable future. We base this expectation, in part, on the fact that
      we may not be able to generate enough gross profit from our operations to cover
      our operating expenses. Consequently, there is substantial doubt about our
      ability to continue to operate as a going concern.




As
        reflected in the accompanying financial statements, we are in the development
        stage and have a negative cash flow from operations of $55,880 from inception.
        This raises substantial doubt about its ability to continue as a going concern.
        Our ability to continue as a going concern is dependent on our ability to
        raise
        additional capital and implement our business plan. The financial statements
        do
        not include any adjustments that might be necessary if we are unable to continue
        as a going concern.













We
      have
      embarked upon an effort to become a public company and by doing so, has incurred
      and will continue to incur additional significant expenses for legal, accounting
      and related services. Once the Company becomes a public entity, subject to
      the
      reporting requirements of the Securities Exchange Act of 1934, there will be
      ongoing expenses associated with the ongoing professional fees for accounting,
      legal and a host of other expenses for annual reports and proxy statements
      as
      well as costs to be incurred for (i) increased marketing and advertising to
      support any growth in sales for the Company; (ii) potential to hire additional
      personnel to manage and expand the Company's operations. Moving forward,
      and dependent upon the execution of our business plan, we anticipate that our
      monthly expenses will increase to $100,000 per month during the next twelve
      months.





Subsequent
      Event





On
      April
      30, 2006, we issued 435,000 shares of our common stock to the following
      shareholders pursuant to an offering at $1.00 per share. We received $435,000
      in
      this offering. Such shares were issued in reliance on the exemption under
      Section 4(2) of the Securities Act of 1933, as amended (the “Act”).







Off-Balance
      Sheet Arrangements





We
      do not
      have any off-balance sheet arrangements, financings, or other relationships
      with
      unconsolidated entities or other persons, also known as “special purpose
      entities” (SPEs).





Recent
      Accounting Pronouncements





In
      February 2006, the FASB issued SFAS No. 155, " *Accounting
      for Certain Hybrid Financial Instruments-an amendment of FASB Statements No.
      133
      and 140* ",
      to
      simplify and make more consistent the accounting for certain financial
      instruments. SFAS No. 155 amends SFAS No. 133, " *Accounting
      for Derivative Instruments and Hedging Activities* ",
      to
      permit fair value re-measurement for any hybrid financial instrument with an
      embedded derivative that otherwise would require bifurcation, provided that
      the
      whole instrument is accounted for on a fair value basis. SFAS No. 155 amends
      SFAS No. 140, " *Accounting
      for the Impairment or Disposal of Long-Lived Assets* ",
      to
      allow a qualifying special-purpose entity to hold a derivative financial
      instrument that pertains to a beneficial interest other than another derivative
      financial instrument. SFAS No. 155 applies to all financial instruments acquired
      or issued after the beginning of an entity's first fiscal year that begins
      after
      September 15, 2006, with earlier application allowed. The adoption of this
      statement is not expected to have a material effect on the Company's future
      reported financial position or results of operations.





In
      March
      2006, the FASB issued SFAS No. 156, " *Accounting
      for Servicing of Financial Assets, an amendment of FASB Statement No. 140,
      Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities* ".
      This
      statement requires all separately recognized servicing assets and servicing
      liabilities be initially measured at fair value, if practicable, and permits
      for
      subsequent measurement using either fair value measurement with changes in
      fair
      value reflected in earnings or the amortization and impairment requirements
      of
      Statement No. 140. The subsequent measurement of separately recognized servicing
      assets and servicing liabilities at fair value eliminates the necessity for
      entities that manage the risks inherent in servicing assets and servicing
      liabilities with derivatives to qualify for hedge accounting treatment and
      eliminates the characterization of declines in fair value as impairments or
      direct write-downs. SFAS No. 156 is effective for an entity's first fiscal
      year
      beginning after September 15, 2006. The adoption of this statement is not
      expected to have a material effect on the Company's future reported financial
      position or results of operations.





In
      June
      2006, the FASB issued FASB Interpretation No. 48, *“Accounting
      for Uncertainty in Income Taxes, an interpretation of FASB Statements No.
      109”* .
      FIN 48
      clarifies the accounting for uncertainty in income taxes by prescribing a
      two-step method of first evaluating whether a tax position has met a more likely
      than not recognition threshold and second, measuring that tax position to
      determine the amount of benefit to be recognized in the financial statements.
      FIN 48 provides guidance on the presentation of such positions within a
      classified statement of financial position as well as on derecognition, interest
      and penalties, accounting in interim periods, disclosure, and transition. FIN
      48
      is effective for fiscal years beginning after December 15, 2006. The adoption
      of
      this statement is not expected to have a material effect on the Company's future
      reported financial position or results of operations.





In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements* ”.
      The
      objective of SFAS 157 is to increase consistency and comparability in fair
      value
      measurements and to expand disclosures about fair value measurements. SFAS
      157
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS 157 applies under other accounting pronouncements
      that
      require or permit fair value measurements and does not require any new fair
      value measurements. The provisions of SFAS No. 157 are effective for fair value
      measurements made in fiscal years beginning after November 15, 2007. The
      adoption of this statement is not expected to have a material effect on the
      Company's future reported financial position or results of
      operations.












In
      September 2006, the FASB issued SFAS No. 158, “ *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement Plans - an
      amendment of FASB Statements No. 87, 88, 106, and 132(R)* ”.
      This
      statement requires employers to recognize the over-funded or under-funded status
      of a defined benefit postretirement plan (other than a multiemployer plan)
      as an
      asset or liability in its statement of financial position and to recognize
      changes in that funded status in the year in which the changes occur through
      comprehensive income of a business entity or changes in unrestricted net assets
      of a not-for-profit organization. This statement also requires an employer
      to
      measure the funded status of a plan as of the date of its year-end statement
      of
      financial position, with limited exceptions. The provisions of SFAS No. 158
      are
      effective for employers with publicly traded equity securities as of the end
      of
      the fiscal year ending after December 15, 2006. The adoption of this statement
      is not expected to have a material effect on the Company's future reported
      financial position or results of operations.





In
      September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108,
“ *Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements* .”
SAB
      No. 108 addresses how the effects of prior year uncorrected misstatements should
      be considered when quantifying misstatements in current year financial
      statements. SAB No. 108 requires companies to quantify misstatements using
      a
      balance sheet and income statement approach and to evaluate whether either
      approach results in quantifying an error that is material in light of relevant
      quantitative and qualitative factors. SAB No. 108 is effective for period ending
      after November 15, 2006. The Company is currently evaluating the impact of
      adopting SAB No. 108 but does not expect that it will have a material effect
      on
      its financial statements.


In
      February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      159, “ *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      Amendment of FASB Statement No. 115* ”.
      This
      statement permits entities to choose to measure many financial instruments
      and
      certain other items at fair value. Most of the provisions of SFAS No. 159 apply
      only to entities that elect the fair value option. However, the amendment to
      SFAS No. 115 “ *Accounting
      for Certain Investments in Debt and Equity Securities* ”
applies
      to all entities with available-for-sale and trading securities. SFAS No. 159
      is
      effective as of the beginning of an entity’s first fiscal year that begins after
      November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
      year that begins on or before November 15, 2007, provided the entity also elects
      to apply the provision of SFAS No. 157, “ *Fair
      Value Measurements”.* The
      adoption of this statement is not expected to have a material effect on the
      Company's financial statements.











**Item
      7.**    Financial
      Statements.








**DREAM
        MEDIA, INC.( f/k/a 511410, Inc)**
  **(A
        DEVELOPMENT STAGE COMPANY)**
  
  
  **CONTENTS**
 
  
  PAGE
              F-1
              REPORT
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
              F-2
              BALANCE
                  SHEET AS OF JANUARY 31, 2007PAGE
              F-3
              STATEMENT
                  OF OPERATIONS FOR THE YEAR ENDED JANUARY 31, 2007, THE PERIOD FROM
                  FEBRUARY 2, 2005 (INCEPTION) TO JANUARY 31, 2006 AND THE PERIOD
                  FROM
                  FEBRUARY 2, 2005 (INCEPTION) TO JANUARY 31, 2007PAGE
              F-4
              STATEMENT
                  OF CHANGES IN SHAREHOLDER’S EQUITY FOR THE PERIOD FROM FEBRUARY 2, 2005
                  (INCEPTION) TO JANUARY 31, 2007.PAGE
              F-5
              STATEMENT
                  OF CASH FLOWS FOR THE YEAR ENDED JANUARY 31, 2007, THE PERIOD FROM
                  FEBRUARY 2, 2005 (INCEPTION) TO JANUARY 31, 2006 AND THE PERIOD
                  FROM
                  FEBRUARY 2, 2005 (INCEPTION) TO JANUARY 31, 2007.PAGES
              F-6
                  - F-8
              NOTES
                  TO FINANCIAL STATEMENTS
 
  
  
 
   **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
  
  To
        the
        Board of Directors of:
  Dream
        Media, Inc. (f/k/a 511410, Inc.)
  (A
        Development Stage Company)
  
  We
        have
        audited the accompanying balance sheet of Dream Media, Inc. (f/k/a 511410,
        Inc.)
        (A Development Stage Company) as of January 31, 2007, and the related statements
        of operations, changes in shareholder’s equity and cash flows for the year ended
        January 31, 2007, the period from February 2, 2005 (inception) to January
        31,
        2006 and the period from February 2, 2005 (inception) to January 31, 2007.
        These
        financial statements are the responsibility of the Company’s management. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audit.
  We
        conducted our audit 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. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the 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 audit provides a
        reasonable basis for our opinion.
  In
        our
        opinion, the financial statements referred to above present fairly in all
        material respects, the financial position of Dream Media, Inc. (f/k/a 511410,
        Inc.) (A Development Stage Company) as of January 31, 2007 and the results
        of
        its operations and its cash flow for the year ended January 31, 2007, for
        the
        period from February 2, 2005 (inception) to January 31, 2006 and the period
        February 2, 2005 (inception) to January 31, 2007 in conformity with accounting
        principles generally accepted in the United States of America.
  The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 1 to the financial
        statements, the Company has a net loss of $39,618 and used cash in operations
        of
        $55,880 for the period from February 2, 2005 (inception) to January 31, 2007.
        This raises substantial doubt about its ability to continue as a going concern.
        Management’s plans concerning this matter are also described in Note 1. The
        accompanying consolidated financial statements do not include any adjustments
        that might result from the outcome of this uncertainty.
  
  WEBB
        & COMPANY, P.A.
  Boynton
        Beach, Florida
  May
        15,
        2007
  
 
  **DREAM
                    MEDIA, INC. (f/k/a 511410, INC.)****(a
                    development stage company)****BALANCE
                    SHEET****As
                    of January 31, 2007****ASSETS****CURRENT
                    ASSETS**
                
                ****Cash
                
                
                327,500Prepaid
                    expenses
                
                
                27,947**TOTAL
                    ASSETS**
                
                $
                355,447**LIABILITIES
                    AND STOCKHOLDERS' EQUITY****CURRENT
                    LIABILITIES**Accounts
                    payable and accrued expenses
                
                $
                4,585Notes
                    payable - related party
                
                
                101,680**TOTAL
                    LIABILITIES**
                
                $
                106,265**STOCKHOLDERS'
                    EQUITY**Preferred
                    Stock - Par value $.001;Authorized:
                    50,000,000Issued
                    and Outstanding: none
                
                
                -Common
                    Stock - Par value $0.001;Authorized:
                    100,000,000Issued
                    and Outstanding: 7,075,000
                
                
                7,075Additional
                    Paid-In Capital
                
                
                281,725Accumulated
                    Deficit during development stage
                
                
                (39,618
                )Total
                    Stockholders' Equity
                
                
                249,182**TOTAL
                    LIABILITIES AND EQUITY**
                
                $
                355,447
 The
          accompanying notes are an integral part of these financial
          statements.
 
  
  **DREAM
                    MEDIA, INC. (f/k/a 511410, INC.)****(a
                    development stage company)****STATEMENT
                    OF OPERATIONS****For
                    the period**
                
                **For
                    the period****For
                    the year**
                
                **February
                    2, 2005**
                
                **February
                    2, 2005****ending**
                
                **(inception)
                    to**
                
                **(inception)
                    to****January
                    31, 2007**
                
                **January
                    31, 2006**
                
                **January
                    31, 2007****Revenue**
                
                $
                -
                
                $
                -
                
                $
                -**Operating
                    Expenses**Professional
                    fees
                
                
                23,893
                
                
                2,225
                
                
                26,118General
                    and administrative
                
                
                13,500
                
                
                -
                
                
                13,500**Total
                    Operating Expenses**
                
                
                37,393
                
                
                2,225
                
                
                39,618**Loss
                    from Operations**
                
                
                (37,393
                )
                
                (2,225
                )
                
                (39,618
                )**Provision
                    for Income Taxes**
                
                
                -
                
                
                -
                
                
                -**Net
                    Loss**
                
                $
                (37,393
                )
                $
                (2,225
                )
                $
                (39,618
                )**Net
                    Loss Per Share - Basic and Diluted**
                
                $
                (0.01
                )
                $
                (0.02
                )
                $
                (0.03
                )**Weighted
                    average number of shares outstanding**
                
                
                2,679,589
                
                
                100,000
                
                
                1,402,541**during
                    the period - basic and diluted**
 The
          accompanying notes are an integral part of these financial
          statements.
   
  **DREAM
                      MEDIA, INC. (f/k/a 511410, INC.)****(a
                      development stage company)****STATEMENT
                      OF STOCKHOLDERS' EQUITY****From
                      inception (February 2, 2005) through January 31,
                      2007****Accumulated****Additional**
                  
                  **Deficit
                        During****Preferred
                      Stock**
                  
                  **Common
                      Stock**
                  
                  **Paid
                      In**
                  
                  **Development**
                  
                  **Total****Shares**
                  
                  **Par**
                  
                  **Shares**
                  
                  **Par**
                  
                  **Capital**
                  
                  **Stage**
                  
                  **Equity**Stock
                      Issued in exchangeof
                      incorporation expensesFebruary
                      2, 2005
                  
                  
                  -
                  
                  
                  -
                  
                  
                  100,000
                  
                  $
                  100
                  
                  $
                  -
                  
                  
                  
                  
                  $
                  100Net
                      Loss for the periodFebruary
                      2, 2005 (inception)to
                      January 31, 2006
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (2,225
                  )
                  
                  (2,225
                  )Balance,
                      January 31, 2006
                  
                  
                  -
                  
                  $
                  -
                  
                  
                  100,000
                  
                  $
                  100
                  
                  $
                  -
                  
                  $
                  (2,225
                  )
                  $
                  (2,125
                  )Stock
                      Issued for cash onSeptember
                      15, 2006 at $0.001per
                      share from private placement
                  
                  
                  -
                  
                  
                  -
                  
                  
                  6,700,000
                  
                  $
                  6,700
                  
                  $
                  -
                  
                  
                  
                  
                  $
                  6,700Stock
                      Issued for cash onNovember
                      6, 2006 at $1.00
                  
                  
                  -
                  
                  
                  -
                  
                  
                  275,000
                  
                  
                  275
                  
                  
                  274,725
                  
                  
                  
                  
                  $
                  275,000per
                      share from private placementIn
                      Kind contribution
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  7,000
                  
                  
                  
                  
                  $
                  7,000Net
                      Loss
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (37,393
                  )
                  
                  (37,393
                  )Balance,
                      January 31, 2007
                  
                  
                  -
                  
                  $
                  -
                  
                  
                  7,075,000
                  
                  $
                  7,075
                  
                  $
                  281,725
                  
                  $
                  (39,618
                  )
                  $
                  249,182
  The
            accompanying notes are an integral part of these financial
            statements.
  
  **DREAM
                      MEDIA, INC. fka 511410, INC.****(a
                      development stage company)****STATEMENTS
                      OF CASH FLOWS****For
                      the period**
                  
                  **For
                      the period****For
                      the year**
                  
                  **February
                      2, 2005**
                  
                  **February
                      2, 2005****ending**
                  
                  **(inception)
                      to**
                  
                  **(inception)
                      to****January
                      31, 2007**
                  
                  **January
                      31, 2006**
                  
                  **January
                      31, 2007****Cash
                      Flows From Operating Activities:**Net
                      Loss
                  
                  $
                  (37,393
                  )
                  $
                  (2,225
                  )
                  $
                  (39,618
                  )Adjustments
                      to reconcile net loss to net cash used in operationsIn-kind
                      contribution
                  
                  
                  7,000
                  
                  
                  -
                  
                  
                  7,000Stock
                      issued for incorporation expense
                  
                  
                  -
                  
                  
                  100
                  
                  
                  100Changes
                      in operating assets and liabilities:Increase
                      in Prepaid expense
                  
                  
                  (27,947
                  )
                  
                  -
                  
                  
                  (27,947
                  )Increase
                      in Accounts Payable and accrued expenses
                  
                  
                  2,460
                  
                  
                  2,125
                  
                  
                  4,585**Net
                      Cash Used In Operating Activities**
                  
                  
                  (55,880
                  )
                  
                  0
                  
                  
                  (55,880
                  )**Cash
                      Flows From Investing Activities:**
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Cash
                      Flows From Financing Activities:**Proceeds
                      from Note Payable - related party
                  
                  
                  101,680
                  
                  
                  -
                  
                  
                  101,680Proceeds
                      from Common Stock issuance
                  
                  
                  281,700
                  
                  
                  -
                  
                  
                  281,700**Net
                      Cash Provided by Financing Activities**
                  
                  
                  383,380
                  
                  
                  -
                  
                  
                  383,380**Net
                      Increase in Cash**
                  
                  
                  327,500
                  
                  
                  -
                  
                  
                  327,500Cash
                      at Beginning of Period
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Cash
                      at End of Period**
                  
                  $
                  327,500
                  
                  $
                  -
                  
                  $
                  327,500**Supplemental
                      disclosure of cash flow information:**Cash
                      paid for interest
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Cash
                      paid for taxes
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
 The
            accompanying notes are an integral part of these financial
            statements.
 
  **Dream
        Media, Inc. ( f/k/a 511410, Inc)**
 **(a
        development stage company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **As
        of January 31, 2007**
 
 
 NOTE
        1 -
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
 
 Organization
 
 DREAM
        MEDIA, INC. (f/k/a 511410, Inc.) (the Company) was incorporated on February
        2,
        2005 in the State of Delaware. In September 2006, the Company became actively
        engaged in raising capital in order to implement its business plan to deliver
        products from american sources directly to the Japanese consumer. The Company
        has not had any significant operations or activities from inception;
        accordingly, the Company is deemed to be in the development stage.
 
 The
        Company's financial statements have been presented on the basis that it is
        a
        going concern, which contemplates the realization of assets and the satisfaction
        of liabilities in the normal course of business. The Company has a net loss
        of
        $39,618 and used cash in operations of $55,880 for the period from February
        2,
        2005 (inception) to January 31, 2007. These factors raise substantial doubt
        about the Company's ability to continue as a going concern. Management continues
        to actively seek additional sources of capital to fund current and future
        operations. There is no assurance that the Company will be successful in
        continuing to raise additional capital and establish probable or proven
        reserves. These financial statements do not include any adjustments that
        might
        result from the outcome of these uncertainties.
 
 Use
        of
        Estimates :
 
 The
        preparation of the financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amount of assets and liabilities, and disclosure of
        contingent liabilities at the date of the financial statements, and the reported
        amount of revenues and expenses during the reporting period. Actual results
        could differ from those results.
 
  Revenue
        Recognition
  The
        Company recognizes revenue on arrangements in accordance with Securities
        and
        Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
        Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue
        is recognized only when the price is fixed or determinable, persuasive evidence
        of an arrangement exists, the service is performed and collectability of
        the
        resulting receivable is reasonably assured.
  Property
        and Equipment :
 
 Property
        and equipment purchased by the Company are recorded at cost. Depreciation
        is
        computed by the straight-line method based upon the estimated useful lives
        of
        the respective assets. Expenditures for repairs and maintenance are charged
        to
        expense as incurred as are any items purchased which are below the Company's
        capitalization threshold of $1,000.
 
 For
        assets sold or otherwise disposed of, the cost and related accumulated
        depreciation are removed from accounts, and any related gain or loss is
        reflected in income for the period.
  
  
 Cash
        and Cash Equivalents, and Credit Risk:
 
 For
        purposes of reporting cash flows, the Company considers all cash accounts
        with
        maturities of 90 days or less and which are not subject to withdrawal
        restrictions or penalties, as cash and cash equivalents in the accompanying
        balance sheet.
 
 The
        portion of deposits in a financial institution that insures its deposits
        with
        the FDIC up to $100,000 per depositor in excess of such insured amounts are
        not
        subject to insurance and represent a credit risk to the Company. At January
        31,
        2007 the Company had $250,000 of cash in excess of FDIC insurance.
  Foreign
        Currency Translation and Transactions:
 
 The
        Company's functional currency is the US dollar. No material translations
        or
        transactions have occurred. Upon the occurrence of such material transactions
        or
        the need for translation adjustments, the Company will adopt Financial
        Accounting Standard No. 52 and other methods in conformity with Generally
        Accepted Accounting Principles.
 
 Income
        Taxes:
 
 The
        Company utilizes the asset and liability method to measure and record deferred
        income tax assets and liabilities. Deferred tax assets and liabilities reflect
        the future income tax effects of temporary differences between the financial
        statement carrying amounts of existing assets and liabilities and their
        respective tax bases and are measured using enacted tax rates that apply
        to
        taxable income in the years in which those temporary differences are expected
        to
        be recovered or settled. Deferred tax assets are reduced by a valuation
        allowance when, in the opinion of management, it is more likely than not
        that
        some portion or all of the deferred tax assets will not be realized. At this
        time, the Company has set up an allowance for deferred taxes as there is
        no
        company history to indicate the usage of deferred tax assets and
        liabilities.
 
 Fair
        Value of Financial Instruments:
 
 The
        Company's financial instruments may include cash and cash equivalents,
        short-term investments, accounts receivable, accounts payable and liabilities
        to
        banks and shareholders. The carrying amount of long-term debt to banks
        approximates fair value based on interest rates that are currently available
        to
        The Company for issuance of debt with similar terms and remaining maturities.
        The carrying amounts of other financial instruments approximate their fair
        value
        because of short-term maturities.
 
 Earnings
        Per Share :
  Basic
        earnings per share ("EPS") is computed by dividing earnings available to
        common
        shareholders by the weighted-average number of common shares outstanding
        for the
        period as required by the Financial Accounting Standards Board (FASB) under
        Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
        Shares". Diluted EPS reflects the potential dilution of securities that could
        share in the earnings. As of January 31, 2007 and 2006 there were no common
        share equivalents outstanding.
  Recent
        Accounting Pronouncements
 
 In
        February 2006, the FASB issued SFAS No. 155, " *Accounting
        for Certain Hybrid Financial Instruments-an amendment of FASB Statements
        No. 133
        and 140* ",
        to
        simplify and make more consistent the accounting for certain financial
        instruments. SFAS No. 155 amends SFAS No. 133, " *Accounting
        for Derivative Instruments and Hedging Activities* ",
        to
        permit fair value re-measurement for any hybrid financial instrument with
        an
        embedded derivative that otherwise would require bifurcation, provided that
        the
        whole instrument is accounted for on a fair value basis.
   
   SFAS
        No.
        155 amends SFAS No. 140, " *Accounting
        for the Impairment or Disposal of Long-Lived Assets* ",
        to
        allow a qualifying special-purpose entity to hold a derivative financial
        instrument that pertains to a beneficial interest other than another derivative
        financial instrument. SFAS No. 155 applies to all financial instruments acquired
        or issued after the beginning of an entity's first fiscal year that begins
        after
        September 15, 2006, with earlier application allowed. The adoption of this
        statement is not expected to have a material effect on the Company's future
        reported financial position or results of operations.
  In
        March
        2006, the FASB issued SFAS No. 156, " *Accounting
        for Servicing of Financial Assets, an amendment of FASB Statement No. 140,
        Accounting for Transfers and Servicing of Financial Assets and Extinguishments
        of Liabilities* ".
        This
        statement requires all separately recognized servicing assets and servicing
        liabilities be initially measured at fair value, if practicable, and permits
        for
        subsequent measurement using either fair value measurement with changes in
        fair
        value reflected in earnings or the amortization and impairment requirements
        of
        Statement No. 140. The subsequent measurement of separately recognized servicing
        assets and servicing liabilities at fair value eliminates the necessity for
        entities that manage the risks inherent in servicing assets and servicing
        liabilities with derivatives to qualify for hedge accounting treatment and
        eliminates the characterization of declines in fair value as impairments
        or
        direct write-downs. SFAS No. 156 is effective for an entity's first fiscal
        year
        beginning after September 15, 2006. The adoption of this statement is not
        expected to have a material effect on the Company's future reported financial
        position or results of operations.
  In
        June
        2006, the FASB issued FASB Interpretation No. 48, *“Accounting
        for Uncertainty in Income Taxes, an interpretation of FASB Statements No.
        109”* .
        FIN 48
        clarifies the accounting for uncertainty in income taxes by prescribing a
        two-step method of first evaluating whether a tax position has met a more
        likely
        than not recognition threshold and second, measuring that tax position to
        determine the amount of benefit to be recognized in the financial statements.
        FIN 48 provides guidance on the presentation of such positions within a
        classified statement of financial position as well as on derecognition, interest
        and penalties, accounting in interim periods, disclosure, and transition.
        FIN 48
        is effective for fiscal years beginning after December 15, 2006. The adoption
        of
        this statement is not expected to have a material effect on the Company's
        future
        reported financial position or results of operations.
  In
        September 2006, the FASB issued SFAS No. 157, “ *Fair
        Value Measurements* ”.
        The
        objective of SFAS 157 is to increase consistency and comparability in fair
        value
        measurements and to expand disclosures about fair value measurements. SFAS
        157
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles, and expands disclosures about fair
        value measurements. SFAS 157 applies under other accounting pronouncements
        that
        require or permit fair value measurements and does not require any new fair
        value measurements. The provisions of SFAS No. 157 are effective for fair
        value
        measurements made in fiscal years beginning after November 15, 2007. The
        adoption of this statement is not expected to have a material effect on the
        Company's future reported financial position or results of
        operations.
  In
        September 2006, the FASB issued SFAS No. 158, “ *Employers’
        Accounting for Defined Benefit Pension and Other Postretirement Plans - an
        amendment of FASB Statements No. 87, 88, 106, and 132(R)* ”.
        This
        statement requires employers to recognize the over-funded or under-funded
        status
        of a defined benefit postretirement plan (other than a multiemployer plan)
        as an
        asset or liability in its statement of financial position and to recognize
        changes in that funded status in the year in which the changes occur through
        comprehensive income of a business entity or changes in unrestricted net
        assets
        of a not-for-profit organization. This statement also requires an employer
        to
        measure the funded status of a plan as of the date of its year-end statement
        of
        financial position, with limited exceptions. The provisions of SFAS No. 158
        are
        effective for employers with publicly traded equity securities as of the
        end of
        the fiscal year ending after December 15, 2006. The adoption of this statement
        is not expected to have a material effect on the Company's future reported
        financial position or results of operations.
   
  
  In
        September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108,
“ *Considering
        the Effects of Prior Year Misstatements when Quantifying Misstatements in
        Current Year Financial Statements* .”
SAB
        No. 108 addresses how the effects of prior year uncorrected misstatements
        should
        be considered when quantifying misstatements in current year financial
        statements. SAB No. 108 requires companies to quantify misstatements using
        a
        balance sheet and income statement approach and to evaluate whether either
        approach results in quantifying an error that is material in light of relevant
        quantitative and qualitative factors. SAB No. 108 is effective for period
        ending
        after November 15, 2006. The Company is currently evaluating the impact of
        adopting SAB No. 108 but does not expect that it will have a material effect
        on
        its financial statements.
  In
        February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        159, “ *The
        Fair Value Option for Financial Assets and Financial Liabilities - Including
        an
        Amendment of FASB Statement No. 115* ”.
        This
        statement permits entities to choose to measure many financial instruments
        and
        certain other items at fair value. Most of the provisions of SFAS No. 159
        apply
        only to entities that elect the fair value option. However, the amendment
        to
        SFAS No. 115 “ *Accounting
        for Certain Investments in Debt and Equity Securities* ”
applies
        to all entities with available-for-sale and trading securities. SFAS No.
        159 is
        effective as of the beginning of an entity’s first fiscal year that begins after
        November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
        year that begins on or before November 15, 2007, provided the entity also
        elects
        to apply the provision of SFAS No. 157, “ *Fair
        Value Measurements”.* The
        adoption of this statement is not expected to have a material effect on the
        Company's financial statements.
  NOTE
        2
        - RELATED PARTY TRANSACTIONS
 
 During
        the year ending January 31, 2007, the Company received $101,680 from a related
        party officer and director. The amount is due in July 2007 and is non-interest
        bearing (See Note 4).
 
 NOTE
        3
        - INCOME TAXES
  As
          of
          January 31, 2007, the Company has a net operating loss carryforward of
          approximately $32,618 available to offset future taxable income through
          2027.
          The valuation allowance at January 31, 2006 was $757. The net change in
          the
          valuation allowance for the period ended January 31, 2007 was an increase
          of
          $10,334.
 NOTE
        4
        - NOTES PAYABLE -RELATED PARTY
 
 During
        the year ending January 31, 2007, the Company received $101,680 from a related
        party officer and director. The amount is due in July 2007 and is non-interest
        bearing (See Note 2).
 
 NOTE
        5
        - SHAREHOLDERS' EQUITY
 
 Common
        and Preferred Stock :
 
 Preferred
        stock includes 50,000,000 shares authorized at a par value of $0.001, of
        which
        none are issued or outstanding.
 
 During
        2005, the Company issued 100,000 for the amount of $100 ($0.001 per share)
        in
        exchange of the incorporation expenses for the Company.
 
 During
        September 2006, the Company issued 6,700,000 shares of common stock at ($0.001
        per share) in a private placement offering exempt from registration with
        the
        U.S. Securities Act of 1933 for a total value of $6,700.
   
 
 During
        November 2006, the Company undertook a private placement issuance, Regulation
        D
        Rule 506 offering, of 275,000 shares of common stock for a value of $275,000
        ($1.00 per share). The Company believes this offering is exempt from
        registration with the US Securities and Exchange Commission.
 
 In-Kind
        Contribution of Compensation
 
 During
        the year ended January 31, 2007, the company recorded $7,000 as in-kind
        contribution of salary for services provided by its president.
 
 NOTE
        6
        - COMMITMENTS AND CONTINGENCIES
 
 During
        January 2007, the Company entered into a twelve month office lease expiring
        December 31, 2007. The lease requires monthly payments of $190.
  NOTE
        7
        - SUBSEQUENT EVENTS
  On
        February 6, 2007 the Company signed an agreement with a consultant for investor
        relations services for a period of one year at $6,700 per month plus
        expenses.
  During
        February, 2007, the Company entered into an agreement with a consultant to
        provide strategic planning services. The agreement calls for a payment of
        $11,500 for the consulting services.
  In
        March
        2007, the company repaid $56,500 of the note payable to a related
        party.
  In
        April
        2007, 435,000 shares of common stock were issued for cash proceeds of $435,000
        ($1.00 per share).









**Item
      8.**    **** **** **Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.**





None.




**Item
      8A.**    **Controls
      and Procedures.**




**Evaluation
      of Disclosure Controls and Procedures**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of January 31, 2007. Based
      on this evaluation, our principal executive officer and principal financial
      officer have concluded that our disclosure controls and procedures are effective
      to ensure that information required to be disclosed by us in the reports we
      file
      or submit under the Exchange Act is recorded, processed, summarized, and
      reported within the time periods specified in the Securities and Exchange
      Commission's rules and forms and that our disclosure and controls are designed
      to ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is accumulated and communicated to our
      management, including our principal executive officer and principal financial
      officer, or persons performing similar functions, as appropriate to allow timely
      decisions regarding required disclosure.





**Changes
      in Internal Controls**





There
      were no changes (including corrective actions with regard to significant
      deficiencies or material weaknesses) in our internal controls over financial
      reporting that occurred during the fourth quarter of fiscal 2006 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.





**Item
      8B.**    **Other
      Information.**




None.

















**PART
      III**






**Item
      9.**    **Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a)
      of the Exchange Act.**




Our
      sole
      executive officer and director and his age as of May 15, 2007 is as
      follows:




NAME
            AGE
            POSITIONKen
                Osako
            35
            President,
                Chief Executive Officer, Chief Financial Officer, Chairman of the
                Board of
                Directors




Set
      forth
      below is a brief description of the background and business experience of our
      executive officers and directors for the past five years.




**KEN
      OSAKO** is our
      President and Chief Executive Officer as well as Chairman of our Board of
      Directors. Mr. Osako is 35 years old. From 2004 to the present
      Mr. Osako has served as CEO of Strategic Capital Consultants, Inc. From
      2000 to 2003 Mr. Osako served as President of High Speed Cash, Inc.
      Mr. Osako served as CFO for Wheels America Advertising, Inc. from 1998 to
      2000. From 1996 to 1997 he served as President of Conversion Specialist. From
      1995 to 1996 he served as CFO of Morrison Distributors, Inc. Mr. Osako
      graduated from Oglethorpe University in Atlanta, GA with a Bachelors of Science
      degree.





**Term
      of Office**




Our
      directors are appointed for a one-year term to hold office until the next annual
      general meeting of our shareholders or until removed from office in accordance
      with our bylaws. Our officers are appointed by our board of directors and hold
      office until removed by the board. For the fiscal year ended January 31, 2007,
      we did not compensate our sole director for his services.




**Significant
      Employees**





None.





**Family
      Relationships**





No
      family
      relationships exist among our directors or executive officers.





**Involvement
      in Certain Legal Proceedings**




To
      our
      knowledge, during the past five years, none of our directors, executive
      officers, promoters, control persons, or nominees has been:




•
            the
                subject of any bankruptcy petition filed by or against any business
                of
                which such person was a general partner or executive officer either
                at the
                time of the bankruptcy or within two years prior to that time;





•
            convicted
                in a criminal proceeding or is subject to a pending criminal proceeding
                (excluding traffic violations and other minor offenses);





•
            subject
                to any order, judgment, or decree, not subsequently reversed, suspended
                or
                vacated, of any court of competent jurisdiction, permanently or
                temporarily enjoining, barring, suspending or otherwise limiting
                his
                involvement in any type of business, securities or banking activities;
                or





•
            found
                by a court of competent jurisdiction (in a civil action), the Commission
                or the Commodity Futures Trading Commission to have violated a federal
                or
                state securities or commodities law.














**Code
      of Ethics**





We
      have
      adopted a Code of Ethics applicable to our Chief Executive Officer and Chief
      Financial Officer. This Code of Ethics is filed herewith as an
      exhibit.





**Compliance
      with Section 16(a) of the Exchange Act**




Section
      16(a) of the Securities Exchange Act of 1934 requires the Company's officers
      and
      directors, and persons who own more than 10 percent of a registered class of
      the
      Company's equity securities, to file reports of ownership and changes in
      ownership with the Securities and Exchange Commission (SEC). Officers,
      directors, and greater than 10 percent stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms they
      file.





To
      the
      Company's knowledge, based solely on a review of the copies of such reports
      furnished to the Company, all reports under Section 16(a) required to be filed
      by its officers and directors and greater than ten percent beneficial owners
      were timely filed as of the date of this filing.




**Item
      10.**    **Executive
      Compensation.**




The
      table
      below summarizes all compensation awarded to, earned by, or paid to our
      executive officers by any person for all services rendered in all capacities
      to
      us from the date of our inception until January 31, 2007.





**SUMMARY
      COMPENSATION TABLE**








**Annual
                Compensation****Name
                and Principal Position**
            **Year**
            **Salary**
            **Bonus**
            **Stock
                Awards**
              **($)**
            **Option
                Awards**
              **($)**
            **Non-Equity
                Incentive Plan Compensation ($)**
            **Non-Qualified
                Deferred Compensation Earnings**
              **($)**
            **All
                Other Compensation**
              **($)**
            **Totals**
              **($)**Kenji
                Osako,
              President
            2006
            $0
            $0
            $0
            $0
            $0
            $0
            $0
            $0




**Stock
      Option Grants**




We
      have
      not granted any stock options to our executive officers since our
      incorporation.




**Employment
      Agreements**




We
      do not
      have an employment or consultant agreement with Mr. Kenji Osako, our Chief
      Executive Officer, President, and Chairman of the Board of Directors. Mr. Osako
      not has
      received or accrued any compensation to date and has no written contract or
      any
      commitment to receive annual compensation and has agreed to forego any salary
      until such time as the Company has sufficient revenues therefore and/or receives
      sufficient outside financing.





**Compensation
      of Directors**




For
      the
      fiscal year ended January 31, 2007, we did not compensate our sole director
      for
      his services.




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




The
      following table provides the names and addresses of each person known to us
      to
      own more than 5% of our outstanding common stock as of May 15, 2007, and by
      the
      officers and directors, individually and as a group. Except as otherwise
      indicated, all shares are owned directly.











Title
                  of Class
              Name
                  and Address of Beneficial Owner
              Amount
                  and Nature of Beneficial Owner
              Percent
                  of ClassCommon
                  Stock
              Kenji
                  Osako
              6,610,000
              88%Common
                  Stock
              All
                  executive officers and directors as a group
              6,610,000
              88%





The
      percent of class is based on 7,610,000 shares of common stock issued and
      outstanding as of May 15, 2007.




**Item
      12.**    **Certain
      Relationships and Related Transactions.**




On
      February 2, 2005, we issued 100,000 shares to Scott Raleigh for $100 for
      services rendered as out founder. Such shares were issued in reliance on an
      exemption from registration under Section 4(2) of the Securities Act of 1933.
      On
      July 7, 2006, Scott Raleigh transferred the 100,000 shares to Ken Osako, our
      current sole officer and director.





In
      addition, Mr. Osako purchased 6,510,000 shares in our August 2006 offering
      at
      $.001 per share, for an aggregate purchase price of $6,510.




**Item
      13.**    **Exhibits.**





**EXHIBIT****NUMBER**
              **DESCRIPTION**3.1
              Articles
                  of Incorporation*3.2
              By-Laws*10.3
              Stock
                  Purchase and Share Exchange dated July 7, 2006**23.2
              Consent
                  of Counsel, as in Exhibit 5.131.1
              Certification
                  of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
                  Securities Exchange Act of 193432.1
              Certification
                  of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
                  as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002




*
      Filed
      as an exhibit to the Form SB-2 filed with the SEC on February 6,
      2007





**Item
      14.**    **Principal
      Accounting Fees and Services.**




**Audit
      Fees**




For
      our
      fiscal year ended January 31, 2007, we were billed approximately $4,340 for
      professional services rendered for the audit and reviews of our financial
      statements. For our fiscal year ended January 31, 2006, we were billed
      approximately $1,600 for professional services rendered for the audit and
      reviews of our financial statements.




**Tax
      Fees**




For
      our
      fiscal years ended January 31, 2007 and 2006, we were not billed for
      professional services rendered for tax compliance, tax advice, and tax
      planning.




**All
      Other Fees**




The
      Company did not incur any other fees related to services rendered by our
      principal accountant for the fiscal years ended January 31, 2007 and
      2006.










**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**DREAM
                MEDIA, INC.**By:
            */s/
                Ken Osako*Ken
                OsakoPresident,
                Chief Executive Officer,
              Chief
                Financial OfficerDate:
            May
                15, 2007





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





**Name**
            
            **Title**
            
            **Date***/s/
                Ken Osako*
            
            President,
                Chief Executive Officer,
            
            May
                15, 2007Ken
                Osako
            
            Chief
                Financial Officer