**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**




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




**For
      the quarterly period ended October 31, 2006**




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




For
      the
      transition period from




Commission
      File No. 000-51193




**DREAM
      MEDIA, INC.**


(Exact
      name of small business issuer as specified in its charter)




Delaware(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)




202-756-1616


(Issuer’s
      telephone number)




(Former
      name, address and fiscal year, if changed since last report)




Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the issuer was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days. Yes x No o




Indicate
      by check mark whether the registrant is a shell company as defined in Rule
      12b-2
      of the Exchange Act.


Yes x No o




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of December 21, 2006: 7,075,000 shares of common stock.













































**Dream
      Media, Inc.**


**(a
      development stage company)**




**FINANCIAL
      STATEMENTS**




**INDEX**




**Part
      I-- FINANCIAL INFORMATION**









Item
                1.
            Financial
                StatementsItem
                2.
            Management’s
                Discussion and Analysis of Financial ConditionItem
                3.
            Control
                and Procedures




**PART
      II-- OTHER INFORMATION**




Item
                1.
            Legal
                ProceedingsItem
                2.
            Changes
                in SecuritiesItem
                3.
            Defaults
                Upon Senior SecuritiesItem
                4.
            Submission
                of Matters to a Vote of Security HoldersItem
                5.
            Other
                InformationItem
                6.
            Exhibits
                and Reports on Form 8-K




Signature















































**Item
      1. Financial Information**




BASIS
      OF
      PRESENTATION




The
      accompanying reviewed financial statements are presented in accordance with
      U.S.
      generally accepted accounting principles for interim financial information
      and
      the instructions to Form 10-QSB and item 310 under subpart A of Regulation
      S-B.
      Accordingly, they do not include all of the information and footnotes required
      by generally accepted accounting principles for complete financial statements.
      In the opinion of management, all adjustments (consisting only of normal
      occurring accruals) considered necessary in order to make the financial
      statements not misleading, have been included. Operating results for the nine
      months ended October 31, 2006 are not necessarily indicative of results that
      maybe expected for the year ending January 31, 2007. The financial statements
      are presented on the accrual basis.

































**DREAM
      MEDIA, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**




**FINANCIAL
      STATEMENTS**











**AS
      OF OCTOBER 31, 2006**






Dream
      Media, Inc.


(a
      development stage company)


Financial
      Statements Table of Contents








FINANCIAL
                STATEMENTS
            Page
                #Balance
                Sheet
            F-1Statement
                of Operations and Retained Deficit
            F-2Statement
                of Stockholders Equity
            F-3Cash
                Flow Statement
            F-4Notes
                to the Financial Statements
            F-5































**DREAM
                  MEDIA, INC. fka 511410, INC.****(a
                  development stage company)****BALANCE
                  SHEET****As
                  of October 31, 2006****ASSETS****CURRENT
                  ASSETS**
              
              **10/31/2006**
              
              **1/31/2006**Cash
              
              
              -
              
              
              -Due
                  from related party
              
              
              6,700Total
                  Current Assets
              
              
              6,700
              
              
              -**TOTAL
                  ASSETS**
              
              $
              6,700
              
              $
              -**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accrued
                  Expenses
              
              $
              3,375
              
              $
              2,125Total
                  Current Liabilities
              
              
              3,375
              
              
              2,125**TOTAL
                  LIABILITIES**
              
              $
              3,375
              
              $
              2,125**STOCKHOLDERS'
                  EQUITY**Common
                  Stock - Par value $0.001;Authorized:
                  100,000,000Issued
                  and Outstanding: 6,800,000
              
              
              6,800
              
              
              100Additional
                  Paid-In Capital
              
              
              -
              
              
              -Accumulated
                  Deficit
              
              
              (3,475
              )
              
              (2,225
              )Total
                  Stockholders' Equity
              
              
              3,325
              
              
              (2,125
              )**TOTAL
                  LIABILITIES AND EQUITY**
              
              $
              6,700
              
              $
              -




The
        accompanying notes are an integral part of these financial
        statements.
 
 F-1




**DREAM
                  MEDIA, INC. fka 511410, INC.****(a
                  development stage company)****STATEMENT
                  OF OPERATIONS****For
                  the nine and three months ending October 31, 2006 and 2005,
                  and****from
                  inception (February 2, 2005) through October 31,
                  2006****9
                  MONTHS**
              
              **3
                  MONTHS**
              
              **9
                  MONTHS**
              
              **3
                  MONTHS****ENDING**
              
              **ENDING**
              
              **ENDING**
              
              **ENDING**
              
              **FROM****10/31/2006**
              
              **10/31/2006**
              
              **10/31/2005**
              
              **10/31/2005**
              
              **INCEPTION****REVENUE**
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -**COST
                  OF SERVICES**
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**GROSS
                  PROFIT OR (LOSS)**
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**GENERAL
                  AND ADMINISTRATIVE EXPENSES**
              
              
              1,250
              
              
              750
              
              
              1,300
              
              
              325
              
              
              3,475**NET
                  INCOME (LOSS)**
              
              
              (1,250
              )
              $
              (750
              )
              
              (1,300
              )
              $
              (325
              )
              
              (3,475
              )**ACCUMULATED
                  DEFICIT, BEGINNING BALANCE**
              
              
              (2,225
              )
              
              
              
              
              -
              
              
              
              
              
              -**ACCUMULATED
                  DEFICIT, ENDING BALANCE**
              
              $
              (3,475
              )
              
              
              
              $
              (1,300
              )
              
              
              
              $
              (3,475
              )**Earnings
                  (loss) per share**
              
              $
              (0.01
              )
              
              
              
              $
              (0.01
              )**Weighted
                  average number of common shares**
              
              
              100,000
              
              
              
              
              
              100,000




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








F-2




**DREAM
                  MEDIA, INC. fka 511410, INC.****(a
                  development stage company)****STATEMENT
                  OF STOCKHOLDERS' EQUITY****From
                  inception (February 2, 2005) through October 31,
                  2006****COMMON**
              
              **ACCUM.**
              
              **TOTAL****SHARES**
              
              **STOCK**
              
              **DEFICIT**
              
              **EQUITY**Stock
                  Issued on acceptanceof
                  incorporation expensesFebruary
                  2, 2005
              
              
              100,000
              
              $
              100
              
              $
              -
              
              $
              100Net
                  Loss
              
              
              
              
              
              
              
              
              (2,225
              )
              
              (2,225
              )Total,
                  January 31, 2006
              
              
              100,000
              
              
              100
              
              
              (2,225
              )
              
              (2,125
              )Stock
                  Issued for cash onSeptember
                  15, 2006 at $0.001per
                  share on private placement
              
              
              6,700,000
              
              $
              6,700
              
              $
              -
              
              $
              6,700Net
                  Loss
              
              
              
              
              
              
              
              
              (1,250
              )
              
              (1,250
              )Total,
                  October 31, 2006
              
              
              6,800,000
              
              $
              6,800
              
              $
              (3,475
              )
              $
              3,325






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






F-3




**DREAM
                  MEDIA, INC. fka 511410, INC.****(a
                  development stage company)****STATEMENTS
                  OF CASH FLOWS****For
                  the nine months ending October 31, 2006 and 2005,
                  and****from
                  inception (February 2, 2005) through October 31,
                  2006****9
                  MONTHS**
              
              **9
                  MONTHS****ENDING**
              
              **ENDING**
              
              **FROM****CASH
                  FLOWS FROM OPERATING ACTIVITIES**
              
              **10/31/2006**
              
              **10/31/2005**
              
              **INCEPTION**Net
                  income (loss)
              
              $
              (1,250
              )
              $
              (1,300
              )
              $
              (3,475
              )Increase
                  (Decrease) in Due from Related Party
              
              
              (6,700
              )Increase
                  (Decrease) in Accrued Expenses
              
              
              1,250
              
              
              1,200
              
              
              3,375Total
                  adjustments to net income
              
              
              (5,450
              )
              
              1,200
              
              
              3,375Net
                  cash provided by (used in) operating activities
              
              
              (6,700
              )
              
              (100
              )
              
              (100
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**None
              
              
              -
              
              
              -
              
              
              -Net
                  cash flows provided by (used in) investing activities
              
              
              -
              
              
              -
              
              
              -**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Stock
                  issued as compensation
              
              
              6,700
              
              
              100
              
              
              100Net
                  cash flows provided by (used in) financing activities
              
              
              6,700
              
              
              100
              
              
              100**CASH
                  RECONCILIATION**Net
                  increase (decrease) in cash
              
              
              -
              
              
              -
              
              
              -Cash
                  - beginning balance
              
              
              -
              
              
              -
              
              
              -**CASH
                  BALANCE - END OF PERIOD**
              
              $
              -
              
              $
              -
              
              $
              -




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




F-4







**Dream
        Media, Inc.**
 **(a
        development stage company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 
 NOTE
        1
        - OPERATIONS AND BASIS OF PRESENTATION
 
 Industry:
 
 DREAM
        MEDIA INC. fka 511410, Inc. (the Company) and formerly a blank check 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
        develop
        a plan of operation that was disclosed under Regulation FD on October 31,
        2006.
        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 incurred
        losses
        since inception. 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.
 
 The
        Company has adopted its fiscal year end to be January 31.
 
 NOTE
        2
        - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis
        of Accounting :
 
 The
        Company's financial statements are prepared in accordance with U.S. generally
        accepted accounting principles.
 
 Revenue
        and Cost Recognition :
 
 The
        Company uses the accrual basis of accounting for financial statement reporting.
        Revenues and expenses are recognized in accordance with Generally Accepted
        Accounting Principles for the industry. Certain period expenses are recorded
        when obligations are incurred.
 
  F-5
  **Dream
        Media, Inc.**
 **(a
        development stage company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 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.
 
 Accounts
        Receivable, deposits, Accounts Payable and accrued Expenses :
 
 Accounts
        receivable have historically been immaterial and therefore no allowance for
        doubtful accounts has been established. Normal operating refundable Company
        deposits are listed as Other Assets. Accounts payable and accrued expenses
        consist of trade payables created from the normal course of
        business.
 
 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.
 
 Liquidity
        and Capital Resources:
 
 In
        addition to the stockholder funding capital shortfalls, the Company anticipates
        interested investors that intend to fund the Company's growth once the Company
        has assembled an experienced business development team in the US.
 
 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.
  F-6
  **Dream
        Media, Inc.**
 **(a
        development stage company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 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.
 
 Concentrations
        of Credit Risk :
 
 Financial
        instruments which potentially expose The Company to concentrations of credit
        risk consist principally of operating demand deposit accounts. The Company's
        policy is to place its operating demand deposit accounts with high credit
        quality financial institutions. At this time The Company has no deposits
        that
        are at risk.
 
 NOTE
        3
        - Results of Operations and Ongoing Entity:
 
 The
        Company is considered to be an ongoing entity for accounting purposes; however,
        there is substantial doubt as to the Company’s ability to continue as a going
        concern. The Company's shareholders fund any shortfalls in The Company's
        cash
        flow on a day to day basis during the time period that The Company is in
        the
        development stage.
   F-7
  **Dream
        Media, Inc.**
 **(a
        development stage company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 Accrued
        Expenses:
 
 Accrued
        expenses consist of accrued legal, accounting and office costs during this
        stage
        of the business.
 
 Operating
        Lease Agreements :
 
 The
        Company has no agreements at this time.
 
 Required
        Cash Flow Disclosure for Interest and Taxes Paid:
 
 The
        company has paid no amounts for federal income taxes and interest. The Company
        issued 100,000 common shares of stock to its sole shareholder in acceptance
        of
        the incorporation expenses for the Company.
 
 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.
 
 NOTE
        3
        - AFFILIATES AND RELATED PARTIES
 
 Significant
        relationships with (4) companies affiliated through common ownership and/or
        management, and (5) other related party are as follows:
 
 The
        Company has received capital in exchange for common stock with the following
        entities who are owned 100% by Ken Osako, an Officer of the
        Company:
 
 Strategic
        Capital Consultants received 5,000,000 shares for a value of $5000.
 Offshore
        Accounts, Inc. received 100,000 shares for a value of $100.
 SCC,
        Inc.
        received 10,000 shares for a value of $10.
 RM
        Capital, Inc. received 10,000 shares for a value of $10.
  The
        Company has received capital in exchange for common stock with the following
        related party individuals:
  F-8
  **Dream
        Media, Inc.**
 **(a
        development stage company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 Shingo
        Osako, Yuki Osako, Riki Osako, and Sachiyo Osako have contributed
        an
 aggregate
        amount of $251.50 in exchange for a total of 251,500 shares of common stock.
        These individuals are the brother, wife, son, and mother (respectively) of
        Ken
        Osako, an Officer of the Company.
 
 The
        Company has compensated the officer of the Company with compensation in the
        form
        of stock as described in the equity footnote.
 
 NOTE
        4
        - INCOME TAXES
 
 The
        Company has a net operating loss carry-forward of $3,475 that will expire
        20
        years
 after
        the
        year generated. The loss generated for the fiscal year 2006 of $2,225 will
        expire in the year 2025 if not used. The loss generated in 2006 of $1,250
        will
        expire in 2026.
 
 NOTE
        5
        - LONG-TERM DEBT
 
 The
        Company has no long-term debt.
 
 NOTE
        6
        - 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.
 
 Common
        Stock includes 100,000,000 shares authorized at a par value of $0.001, of
        which
        100,000 have been issued for the amount of $100 on February 2, 2005 in
        acceptance of the incorporation expenses for the Company.
 
 During
        September 2006, the Company issued 6,700,000 shares of common stock at $.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,
        or
        $1.00 per share. The Company believes this offering is exempt from registration
        with the US Securities and Exchange Commission. These shares have been
        subscribed for and the funds received in January of 2007.
 
  F-9
  **Dream
        Media, Inc.**
 **(a
        development stage company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 Common
        Stock Recorded as Compensation:
 
 The
        Company does not have an employee stock compensation package set up at this
        time. The stock compensation that has been granted falls under Rule 144.
        Compliance with Rule 144 is discussed in the following paragraph.
 
 In
        general, under Rule 144 as currently in effect, a person who has beneficially
        owned shares of a company's common stock for at least one year is entitled
        to
        sell within any three month period a number of shares that does not exceed
        the
        greater of:
 
 1.  1%
        of the
        number of shares of the company's common stock then outstanding.
 
 2.  The
        average weekly trading volume of the company's common stock during
        the
 four
        calendar weeks preceding the filing of a notice on form 144 with
 respect
        to the sale.
 
 Sales
        under Rule 144 are also subject to manner of sale provisions and
        notice
 requirements
        and to the availability of current public information about the
 company.
 
 NOTE
        7
        - COMMITMENTS AND CONTINGENCIES
 
 Commitments
        of the Company include the responsibility to the registration costs of the
        proposed filing.
 
 Management
        is not aware of any contingent matters that could have a material adverse
        effect
        on the Company’s financial condition, results of operations, or
        liquidity.
 
 NOTE
        8
        - LITIGATION, CLAIMS AND ASSESSMENTS
 
 From
        time
        to time in the normal course of business the Company will be involved in
        litigation. The Company’s management has determined any asserted or unasserted
        claims to be immaterial to the financial statements.





F-10








**Item
      2.**  **Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations**





Plan
      of Operation




The
      Company is continuing its efforts to locate a merger candidate for the purpose
      of a merger. It is possible that the Company will be successful in locating
      such
      a merger candidate and closing such merger. However, if the Company cannot
      effect a non-cash acquisition, the Company may have to raise funds from a
      private offering of its securities under Rule 506 of Regulation D. There is
      no
      assurance the Company would obtain any such equity funding.




Results
      of Operation




The
      Company did not have any operating income from inception through October 31,
      2006. For the quarter ended October 31, 2006, the registrant recognized a net
      loss of $250 and for the period from inception through October 31, 2006, the
      registrant recognized a net less of $2,725. Some general and administrative
      expenses during the quarter were accrued. Expenses for the quarter were
      comprised of costs mainly associated with legal, accounting and
      office.




Liquidity
      and Capital Resources




At
      October 31, 2006 the Company had no capital resources and will rely upon the
      issuance of common stock and additional capital contributions from shareholders
      to fund administrative expenses pending acquisition of an operating
      company.




Critical
      Accounting Policies




Our
      financial statements and related public financial information are based on
      the
      application of accounting principles generally accepted in the United States
      (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, revenue and expense amounts reported. These estimates
      can
      also affect supplemental information contained in our external disclosures
      including information regarding contingencies, risk and financial condition.
      We
      believe our use of estimates and underlying accounting assumptions adhere to
      GAAP and are consistently and conservatively applied. We base our estimates
      on
      historical experience and on various other assumptions that we believe to be
      reasonable under the circumstances. Actual results may differ materially from
      these estimates under different assumptions or conditions. We continue to
      monitor significant estimates made during the preparation of our financial
      statements.















































**Item
      3. Controls and Procedures**





*(a)*   *Evaluation
      of disclosure controls and procedures.*




Our
      Chief
      Executive Officer and Chief Financial Officer (collectively the “Certifying
      Officer”) maintain a system of disclosure controls and procedures that is
      designed to provide reasonable assurance that information, which is required
      to
      be disclosed, is accumulated and communicated to management timely. Under the
      supervision and with the participation of management, the Certifying Officer
      evaluated the effectiveness of the design and operation of our disclosure
      controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
      Exchange Act) within 90 days prior to the filing date of this report. Based
      upon
      that evaluation, the Certifying Officer concluded that our disclosure controls
      and procedures are effective in timely alerting them to material information
      relative to our company required to be disclosed in our periodic filings with
      the SEC.





*(b)*  *Changes
      in internal controls.*





Our
      Certifying Officer has indicated that there were no significant changes in
      our
      internal controls or other factors that could significantly affect such controls
      subsequent to the date of his evaluation, and there were no such control actions
      with regard to significant deficiencies and material weaknesses.




**PART
      II - OTHER INFORMATION**


Item
      1.  Legal
      Proceedings.




The
      Company is currently not a party to any pending legal proceedings and no such
      action by, or to the best of its knowledge, against the Company has been
      threatened.





Item
      2.  Changes
      in Securities.





None





Item
      3.  Defaults
      Upon Senior Securities.





None





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




No
      matter
      was submitted during the quarter ending October 31, 2006, covered by this report
      to a vote of the Company’s stockholders, through the solicitation of proxies or
      otherwise.





Item
      5.  Other
      Information.





None

































Item
      6.  Exhibits
      and Reports of Form 8-K.




(a)  Exhibits





31.1
      Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002


32.1
      Certification pursuant to Section 906 of Sarbanes Oxley Act of
      2002




(b)  Reports
      of Form 8-K





None




**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, there unto duly
      authorized.








**Dream
                Media, Inc.**RegistrantDate:
                December 21, 2006
            By:
            */s/
                Ken Osako*Ken
                OsakoPresident