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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K





(Mark One)

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

For the fiscal year ended December 31, 2010

Or



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

For the transition period from to

Commission file number 001-33405





Dreams, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Utah                                                           |  | 87-0368170                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|2 South University Drive, suite 325 Plantation, Florida        |  | 33324                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number (954) 377-0002





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



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

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

None

(Title of class)





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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    x  Yes     ̈  No

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the closing price of such shares on
the last business day of the registrants most recently completed second fiscal quarter was approximately $23,971,843.

The number of shares outstanding of the registrants common stock as of March 1, 2011 is 44,609,563.





DOCUMENTS INCORPORATED BY REFERENCENONE









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TABLE OF CONTENTS

FORM 10-K



|         |  |                                                                                                              |  |      |    | 
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | ---- | -- | 
|         |  |                                                                                                              |  | Page |   
|         |  | Part I                                                                                                       |  |      |    | 
|         |  |                                                                                                             
|Item 1.  |  | BUSINESS                                                                                                     |  |      | 1  | 
|Item 1A. |  | RISK FACTORS                                                                                                 |  |      | 10 | 
|Item 1B. |  | UNRESOLVED STAFF COMMENTS                                                                                    |  |      | 10 | 
|Item 2.  |  | PROPERTIES                                                                                                   |  |      | 10 | 
|Item 3.  |  | LEGAL PROCEEDINGS                                                                                            |  |      | 10 | 
|Item 4.  |  | (REMOVED AND RESERVED)                                                                                       |  |      | 10 | 
|         |  |                                                                                                             
|         |  | Part II                                                                                                      |  |      |    | 
|         |  |                                                                                                             
|Item 5.  |  | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  |      | 11 | 
|Item 6.  |  | SELECTED FINANCIAL DATA                                                                                      |  |      | 12 | 
|Item 7.  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |  |      | 12 | 
|Item 7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   |  |      | 22 | 
|Item 8.  |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  |  |      | 22 | 
|Item 9.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  |      | 23 | 
|Item 9A. |  | CONTROLS AND PROCEDURES                                                                                      |  |      | 23 | 
|Item 9B. |  | OTHER INFORMATION                                                                                            |  |      | 23 | 
|         |  |                                                                                                             
|         |  | Part III                                                                                                     |  |      |    | 
|         |  |                                                                                                             
|Item 10. |  | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                       |  |      | 24 | 
|Item 11. |  | EXECUTIVE COMPENSATION                                                                                       |  |      | 26 | 
|Item 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               |  |      | 29 | 
|Item 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                    |  |      | 29 | 
|Item 14. |  | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                       |  |      | 30 | 
|         |  |                                                                                                             
|         |  | Part IV                                                                                                      |  |      |    | 
|         |  |                                                                                                             
|Item 15. |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                   |  |      | 31 | 
|         |  | SIGNATURES                                                                                                   |  |      | 33 | 



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Part I



|Item 1. | BUSINESS.
|------- | ---------

Introduction.

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

Overview

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

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

We generate revenues principally from:



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



| |  |  | Our web syndication sites; (reported in retail segment)
| | - |  | -------------------------------------------------------



| |  |  | Our nine (9) company-owned FansEdge stores; (reported in retail segment)
| | - |  | ------------------------------------------------------------------------



| |  |  | Our seven (7) company-owned Field of Dreams stores; (reported in retail segment)
| | - |  | --------------------------------------------------------------------------------



| |  |  | Our catalogues; (reported in retail segment)
| | - |  | --------------------------------------------



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



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



| |  |  | Our franchise program through the four (4) Field of Dreams franchise stores presently operating*; (reported in other income) and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



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



|* | revenues not material to the overall consolidated results.
|- | ----------------------------------------------------------

Organic Growth (dollar amounts in thousands)

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

In
particular, we have had success with the marketing of our products on-line via FansEdge.com and the complement of each of our web properties. The Companys sales associated with these e-commerce initiatives have grown from $4,000 in 2004 to
$84,728 in 2010, placing us at number 198 in 2009 of the largest Internet retailers in the nation (2010 ranking is forthcoming). This remains the fastest growing area of the Company and will remain its primary focus. This Internet growth has
re-defined our Company as we have completed a transformation to a technology company, operating in the sports licensed products industry, generating a majority of our revenues via the eCommerce channel. In fact, 2010 brought 41% growth for the
Internet division.



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

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



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

LOGO



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

LOGO

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

Objective

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

Analysis

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

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

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

With the continued growth of our Web Syndication business model, which grew
from 31 clients in 2008 to 50 clients in 2009, and 65 clients in 2010, and revenues from syndication growing from $3,000 in 2008 to over $17,000 in 2009, and $34,000 in 2010 (this figure of $34,000 is included in our Internet revenues of $84,728),
we are leveraging the Companys investment in its broad



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inventory by offering the items to multiple sites simultaneously. This improves our inventory turnover, increases our absorption rates and reduces inventory carrying costs. We believe there is
significant opportunity in the marketplace to continue to aggressively grow this model. However, with the success we are experiencing with this web syndication model, we will be seeking a more quality client and have and may continue to not-renew
smaller accounts.

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

Conclusion

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



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Current Landscape

Dreams presently operates in two business segments:



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



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

Retail Segment.

Brick & Mortar Channel

As of March 1, 2011 we owned and operated seven (7) Field of
Dreams® retail stores and nine (9) FansEdge stores. We closed two (2) of our Field of Dreams stores on
January 28, 2011. The Company will continue to evaluate the opening of new retail stores under the FansEdge brand. Stores typically are located in high traffic areas in regional shopping malls. The stores average approximately 1,000-2,500
square feet. We pay a 1% royalty fee to MCA Universal Licensing for the use of the Field of Dreams trademark relating to sales generated in our Field of Dreams stores. Effective December 31, 2010, the parties extended the exclusive
licensing agreement for an additional two-year term. During the years ended December 31, 2010 and 2009, we incurred royalty fees of $102 and $125, respectively.

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



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



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



| |  |  | Offering unrivaled service and product knowledge communicated through the best personnel in the industry;
| | - |  | ---------------------------------------------------------------------------------------------------------



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

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



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



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

E-Commerce Channel

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

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

These
e-commerce channels have provided for the fastest growing area of the Company with revenues climbing from approximately $4,000 in 2004 to over $84,000 in 2010.

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

Big Box Retailer Sites  (JC Penney, WalMart)

Professional Sports Team Sites  (Philadelphia Eagles, San Diego Chargers)

Colleges  (University of Texas, University of Miami)

Content/Media Sites  (NBCSports,
Football.com)

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

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

Miscellaneous Sites  (Majestic Athletic, Orange Bowl Stadium, Zubaz)

Beginning in January 2008, the Company began marketing its web syndication services to third parties. Web Syndication is when
website material is made available to multiple other sites. This arrangement benefits both the Company providing content/products and the websites displaying it. The Companys list of syndication clients has grown from 31 in 2008, to 50 in
2009, and 65 in 2010, with associated revenues of $3,000 in 2008 and over $17,000 in 2009 and $34,000 in 2010 (this figure of $34,000 is included in our Internet revenues of $84,728). The Company has drawn on the complete spectrum of competencies it
developed to support its flagship online brand, FansEdge. These services include: managed hosting, custom site design and development, customer service, order fulfillment, purchasing, inventory management, marketing, merchandising, analytics and
reporting. The Company calls the compilation of e-commerce services described above, Web Syndicationand believes there are significant growth opportunities that exist in the marketplace. However, with the success we are experiencing
with our web syndication model, we will be seeking a more quality client and have and may continue to not-renew smaller accounts.



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In addition, FansEdge maintains strategic alliances with Amazon.com and WalMart.com in which
our FansEdge and ProTeam brands and their products are sold in the apparel and sporting section of these websites. Amazon, with an audience of more than 60 million active customer accounts, affords us national brand prominence for our
FansEdge.com brand. On August 31, 2009, WalMart announced the launch of the WalMart Marketplace whereby they selected a few retailers based on their strong customer service track records and large assortments of quality brands and
products to enhance the WalMart on-line experience. Pro Team, a Dreams, Inc. brand, was chosen to provide their vast array of sports licensed products. Also, beginning in March of 2011, Dreams went live with Sears.com as a key vendor in their
innovative on-line community to exclusively manage the team licensed products category experience.

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

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



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



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



| |  |  | Efficiently transforming shoppers into customers and effectively turning customers into repeat customers; and
| | - |  | -------------------------------------------------------------------------------------------------------------



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

Manufacturing/Distribution Segment.

Mounted Memories.

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

LOGO

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



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



| |  |  | Continue to pursue exclusive licensing and memorabilia opportunities.
| | - |  | ---------------------------------------------------------------------



| |  |  | Enhance manufacturing efficiencies.
| | - |  | -----------------------------------



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



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

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

The Comet Clothing Company, LLC

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

The Greene Organization.

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

Competition.

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

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

MMI competes with several major companies and numerous individuals in the sports and celebrity memorabilia industry such as Steiner Sports and Upper Deck Authenticated. MMI believes it competes well
within the industry because of the reputation it has established in its 22-year existence. MMI focuses on ensuring authenticity and providing the best possible customer service. MMI has concentrated on maintaining and selling memorabilia items of
athletes and celebrities that have a broad national appeal. MMI believes it maintains its competitive edge because of its long established relationships with numerous high profile athletes, each of the major sports leagues and several of the largest
sports agencies. Several of its competitors tend to focus on specific regional markets due to their relationships with sports franchises in their immediate markets. The success of those competitors typically depends on the athletic performance of
those specific franchises. Additionally, MMI typically focuses on the three core sports that provide the greatest source of industry revenue, baseball, football and NASCAR.

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

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



9



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##### Table of Contents

Employees.

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

Seasonality.

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



|Item 1A. | Risk Factors.
|-------- | -------------

Not required for smaller reporting companies.



|Item 1B. | Unresolved Staff Comments.
|-------- | --------------------------

None.



|Item 2. | Properties.
|------- | -----------

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

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

Our sixteen (16) company-owned stores currently lease their facilities, with lease terms (including renewal options) expiring in
various years through September 2018 with initial terms of 5 to 10 years.

Our Internet division leases a 207,000 square foot
facility in Northbrook, IL with a termination date of May 31, 2014 and a monthly occupancy cost of approximately, $120. We are analyzing whether we will require a larger distribution facility or another satellite facility in late 2011 or early
2012 to support our continued eCommerce growth.



|Item 3. | Legal Proceedings.
|------- | ------------------

None.



|Item 4. | Removed and Reserved
|------- | --------------------



10



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##### Table of Contents

Part II



|Item 5. | Market for the registrants common equity, related stockholder matters and Issuer purchases of equity securities.
|------- | -----------------------------------------------------------------------------------------------------------------

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

Year Ended December 31, 2010



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

Year Ended
December 31, 2009



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

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

Dividend Policy

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

Issuance of Unregistered Securities

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

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

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



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##### Table of Contents

EQUITY COMPENSATION PLAN INFORMATION



|                                                           |  |                                                                                          |           |  |                                                                            |   |     |                                                                                                                                         |  |  |           | 
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- | --------- |  | -------------------------------------------------------------------------- | - | --- | --------------------------------------------------------------------------------------------------------------------------------------- |  |  | --------- | 
|                                                           |  | Number of securitiesto be issued uponexercise of 
outstandingoptions, warrants andrights |           |  | Weighted  averageexercise price ofoutstanding options,warrants
and rights |   |     | Number of securitiesremaining availablefor future issuancesunder 
equitycompensation plans(excluding securitiesreflected in column (a)) | 
|                                                           |  | (a)                                                                                      |           |  | (b)                                                                        |   |     | (c)                                                                                                                                     | 
|Equity Compensation Plans Approved by Security Holders     |  |                                                                                          | 1,203,557 |  |                                                                            | $ | .54 |                                                                                                                                         |  |  | 1,244,441 | 
|Equity Compensation Plans Not Approved by Security Holders |  |                                                                                          | *319,995  |  |                                                                            | $ | .60 |                                                                                                                                         |  |  | 0         | 



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



|Item 6. | Selected Financial Data.
|------- | ------------------------

Not required for smaller reporting companies.



|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

Managements Overview

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

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

We generate revenues principally from:



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



| |  |  | Our web syndication sites; (reported in retail segment)
| | - |  | -------------------------------------------------------



| |  |  | Our nine (9) company-owned FansEdge stores; (reported in retail segment)
| | - |  | ------------------------------------------------------------------------



| |  |  | Our seven (7) company-owned Field of Dreams stores; (reported in retail segment)
| | - |  | --------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | Our catalogues; (reported in retail segment)
| | - |  | --------------------------------------------



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



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



| |  |  | Our franchise program through the four (4) Field of Dreams franchise stores presently operating*; (reported in other income) and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



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



|* | revenues not material to the overall consolidated results.
|- | ----------------------------------------------------------

Organic Growth (dollar amounts in thousands)

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

In
particular, we have had success with the marketing of our products on-line via FansEdge.com and the complement of each of our web properties. The Companys sales associated with these e-commerce initiatives have grown from $4,000 in 2004 to
$84,728 in 2010, placing us at number 198 in 2009 of the largest Internet retailers in the nation (2010 ranking is forthcoming). This remains the fastest growing area of the Company and will remain its primary focus. This Internet growth has
re-defined our Company as we have completed a transformation to a technology company, operating in the sports licensed products industry, generating a majority of our revenues via the eCommerce channel. In fact, 2010 brought 41% growth for the
Internet division.

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

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

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



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##### Table of Contents

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

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

Objective

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

Analysis

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

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

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

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

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

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



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

Conclusion

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



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##### Table of Contents

GENERAL

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

Use of Estimates and Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

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

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

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

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

Collectibility of Accounts Receivable

The Companys allowance for doubtful accounts is based on managements estimates of the creditworthiness of its
customers, current economic conditions and historical information, and, in the opinion of management, is believed to be an amount sufficient to respond to normal business conditions.Should business conditions deteriorate or any major
customer default on its obligations to the Company, this allowance may need to be significantly increased, which would have a negative impact upon the Companys operations. The Companys current allowance for doubtful accounts is $26.



|                                |  |                  |       |  |                  |   |       | 
|------------------------------- |  | ---------------- | ----- |  | ---------------- | - | ----- | 
|                                |  | December 31,2010 |       |  | December 31,2009 |  
|Accounts receivable             |  | $                | 9,924 |  |                  | $ | 5,377 | 
|Allowance for doubtful accounts |  |                  | 26    |  |                  |   | 35    | 
|                                |  |                  |       |  |                  |   |       | 
|Accounts receivable, net        |  | $                | 9,898 |  |                  | $ | 5,342 | 

Reserves on
Inventories

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



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



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##### Table of Contents

Income Taxes

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

Goodwill and Unamortized Intangible Assets

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

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

Revenue Recognition

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

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

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

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

The Company partnered in a corporate rebate program with a national consumer goods retailer. The Company issued rebate coupons for which
it was pre-paid 50% of the coupon value. Certificates redeemed through March 31, 2009, were recognized as revenue in the period. Additionally, a breakage model was projected for the programs eight month term, based upon redemption totals
redeemed through April 27, 2009, the programs termination date. Thus, the Company recognized breakage revenue over the seven months (September 2008  March 09), of the program. The balance of certificates redeemed during the
programs last month (April 09), were relieved from deferred revenue and recognized in our manufacturing/wholesale revenues for the quarter ended June 30, 2009.

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



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RESULTS OF OPERATIONS

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



|                    |  |                            |      |  |                            |  |      | 
|------------------- |  | -------------------------- | ---- |  | -------------------------- |  | ---- | 
|                    |  | Year EndedDecember 31,2010 |      |  | Year EndedDecember 31,2009 | 
|Net Sales           |  |                            | 1.00 |  |                            |  | 1.00 | 
|COGS                |  |                            | .54  |  |                            |  | .53  | 
|Gross Profit        |  |                            | .46  |  |                            |  | .47  | 
|*Operating Expenses |  |                            | .41  |  |                            |  | .42  | 
|Operating Income    |  |                            | .05  |  |                            |  | .05  | 
|Income Before Taxes |  |                            | .02  |  |                            |  | .01  | 
|Net Income          |  |                            | .01  |  |                            |  | .00  | 



|* | Does not include depreciation.
|- | ------------------------------

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



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##### Table of Contents

RESULTS OF OPERATIONSTWELVE MONTHS ENDED DECEMBER 31, 2010 AS COMPARED TO THE
TWELVE MONTHS ENDED DECEMBER 31, 2009.

Revenues. Total revenues increased 30.2% to $111,363 during the
twelve months ended December 31, 2010, from $85,535 during the same period ended December 31, 2009. This increase was attributed to an increase in retail revenues generated through on-line sales. Online sales continue to represent the
fastest growing area of the Company and will remain its primary focus.

Manufacturing and distribution revenues
decreased 2.6% to $15,321 during the twelve months ended December 31, 2010, from $15,730 during the same period ended December 31, 2009. Net revenues reported, after elimination of intercompany sales, decreased 3.2% to $11,107 during the
twelve months ended December 31, 2010, from $11,470 during the same period ended December 31, 2009. During the first quarter of 2009, the Company recorded revenue of $762 associated with a national consumer goods retailer project.
Nevertheless, the Company has modified its manufacturing segment to primarily support its retail efforts instead of maintaining and growing its own wholesale account customer base. This has resulted initially in a reduction of this segments
revenues but is providing the Companys retail assets with a competitive advantage.

Retail operation revenues
increased 35.4% to $99,798 during the twelve months ended December 31, 2010, from $73,711 during the same period ended December 31, 2009. This increase was attributed to the continuing growth the Company is experiencing with its on-line
properties.



| |  |  | E-Commerce  Our Internet retail division revenues increased 41.9% to $84,728 for the year ended December 31, 2010, from $59,700
generated for the year ended December 31, 2009. We are experiencing nearly 20.0% organic online growth from our flagship brand, FansEdge.com and continue to grow the web syndication portfolio.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | FansEdge stores Retail revenues generated through our nine (9) FansEdge stores increased 53.7% to $5,725 for the year ended
December 31, 2010, from $3,724 generated for the year ended December 31, 2009 when we had six (6) FansEdge stores operating. It is important to note that same store sales were up 36.0% as we continue to make operational improvements
and were able to leverage the NHL Blackhawks Championship in June 2010.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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

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

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

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

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



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Interest expense, net.Net interest expense was $1,185 for the twelve months
ended December 31, 2010, versus $1,268 for the same period last year. This slight decrease is a result of the Company refinancing its senior revolving credit facility in July 2010 at vastly reduced interest rates.

Provision for income taxes. The Company recognized an income tax expense of $1,363 for the year ended December 31,
2010, versus an income tax expense of $711 for the same period in 2009. Each quarter, the Company evaluates whether the realizability of its net deferred tax assets is more likely than not. Should the Company determine that a valuation reserve is
necessary, it would have a material impact on the Companys operations. The Company has prepared an analysis based upon historical data and forecasted earnings projections to determine its ability to realize its net deferred tax asset. The
Company believes it is more likely than not that the net deferred tax asset will be realized. Therefore, the Company has determined that a valuation allowance was not necessary as of December 31, 2010. The effective tax rates for 2010 was 49.0%
and for 2009 was 81.0% due to the cumulative timing of differences in the deferred tax benefits associated with federal and state net operating loss carry-forwards and a return to profitability of the operations in 2009.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity during the twelve months ended December 31, 2010, are the cash flows generated daily from our operating subsidiaries; availability under our $20,000 senior revolving
credit facility and available cash.

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

Use of Funds

Cash provided by operations amounted to $4,123 for the twelve months ended December 31, 2010, compared to $5,249 cash
provided byoperations during the same period of 2009. The Company had an increase in its inventory levels to support its continued online growth.

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

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

Other Activity

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

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

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

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



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##### Table of Contents

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

Analysis

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

Summary

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

Off-balance sheet arrangements

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

NEW ACCOUNTING PRONOUNCEMENTS

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

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

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

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



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



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------

Not required for smaller reporting companies.



|Item 8. | Financial Statements and Supplementary Data.
|------- | --------------------------------------------

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



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



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|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|------- | -------------------------------------------------------------------------------------

None.



|Item 9A. | Controls and Procedures.
|-------- | ------------------------

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

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

Report of Management on Internal Controls over Financial Reporting.

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

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

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



|Item 9B. | Other Information.
|-------- | ------------------

None.



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Part III



|Item 10. | Directors, Executive Officers and Corporate Governance.
|-------- | -------------------------------------------------------

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



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

Biographical Information.

Sam D. Battistone. Sam D. Battistone has been Chairman of the Board since our inception. Mr. Battistone
served as president until November 1998. He also served as the Chairman and CEO of Pro Stars, Inc. from January 2005 until he resigned his position in January 2007. He was the principal owner, founder and served as Chairman of the Board, President
and Governor of the New Orleans Jazz and Utah Jazz of the National Basketball Association (NBA) from 1974 to 1986. In 1983, he was appointed by the Commissioner of the NBA to the Advisory committee of the Board of Governors of the NBA. He held that
position until the Company sold its interest in the team. He served as a founding director of Sambos Restaurants, Inc. and in each of the following capacities, from time to time, from 1967 to 1979: President, Chief Executive Officer,
Vice-Chairman and Chairman of the Board of Directors. During that period, Sambos grew from a regional operation of 59 restaurants to a national chain of more than 1,100 units in 47 states. From 1971 to 1973, he served on the Board of Directors
of the National Restaurant Association.

Ross Tannenbaum. Mr. Tannenbaum has served as President and a Director of
the Company since November 1998. From August 1994 to November 1998, Mr. Tannenbaum was President, director and one-third owner of MMI. From May 1992 to July 1994, Mr. Tannenbaum was a co-founder of Video Depositions of Florida. From 1986
to 1992, Mr. Tannenbaum served in various capacities in the investment banking division of City National Bank of Florida. Mr. Tannenbaum earned a B.A. from the University of Florida in 1984. Mr. Tannenbaum is the brother-in-law of
David M. Greene, the Companys Senior Vice President.

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

Dale E. Larsson. Mr. Larsson has served
as Director of our Company since 1982. From 1982 until September 1998, Mr. Larsson was our Secretary-Treasurer. Mr. Larsson served as a Director and CFO of Pro Stars, Inc. from January 2005 until he resigned his positions in January 2007.
Mr. Larsson graduated from Brigham Young University in 1971 with a degree in business. From 1972 to 1980, Mr. Larsson served as controller of Invest West Financial Corporation; a Santa Barbara, California based Real Estate Company. From
1980 to 1981, he was employed by Invest West Financial Corporation as a real estate representative. From 1981 to 1982, he served as the corporate controller of WMS Famco, a Nevada corporation based in Salt Lake City, Utah, which engaged in the
business of investing in land, restaurants and radio stations. Since 1998, Mr. Larsson has also served as the controller of Dreamstar, Inc., an investment and Retail Sports Memorabilia Company.



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##### Table of Contents

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

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

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

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

Steven Rubin. Mr. Rubin was named a director of the Company in
November 2006. Mr. Rubin has served as Executive Vice PresidentAdministration of OPKO Health, Inc., since May 2007 and a director of OPKO since February 2007. Mr. Rubin served as the Senior Vice President, General Counsel and
Secretary of IVAX from August 2001 until September 2006. Mr. Rubin currently serves on the board of directors of Safestitch Medical, Inc., a medical device company, PROLOR Biotech, Inc., a development stage biopharmaceutical company, Kidville,
Inc. (OTCBB:KVIL), which operates large, upscale facilities, catering to newborns through five-year-old children and their families and offers a wide range of developmental classes for newborns-5 year olds, Non-Invasive Monitoring Systems, Inc., a
medical device company, Cardo Medical, Inc., an early-stage orthopedic medical device company specializing in designing, developing and marketing reconstructive joint devices and spinal surgical devices (OTCBB:CDOM), Castle Brands, Inc., a developer
and marketer of premium brand spirits, SearchMedia Holdings Limited (NYSE Amex:IDI), a multi-platform media advertising company and in China, Cocrystal Discovery, Inc., a privately held biopharmaceutical company, and Neovasc, Inc., a company
developing and marketing medical specialty vascular devices. Mr. Rubin holds a B.A. in Economics from Tulane University and a J.D. from the University of Florida.

Background and Qualifications of Directors.

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



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Code of Ethics.

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

Independence of the Board.

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

Committees of the Board of Directors.

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

Audit Committee

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

Compensation Committee

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

Nominating and Corporate Governance Committee

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

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



|Item 11. | Executive Compensation.
|-------- | -----------------------

Employment Agreements

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



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2010 Compensation Tables.

Summary Compensation Table as of December 31, 2010 (Dollar amounts in whole numbers)



|                            |  |      |      |  |           |  |         |          |  |  |                |  |  |                 |  |  |                          |  |        |          |  |  |       |  |  |  |         | 
|--------------------------- |  | ---- | ---- |  | --------- |  | ------- | -------- |  |  | -------------- |  |  | --------------- |  |  | ------------------------ |  | ------ | -------- |  |  | ----- |  |  |  | ------- | 
|Name and Principal Position |  | Year |      |  | Salary($) |  |         | Bonus($) |  |  | StockAwards($) |  |  | OptionAwards($) |  |  | All OtherCompensation($) |  |        | Total($) | 
|Ross Tannenbaum             |  |      |      |  |           |  |         |          |  |  |                |  |  |                 |  |  |                          |  |        |          |  |  |       |  |  |  |         | 
|PEO                         |  |      | 2010 |  |           |  | 370,000 |          |  |  | 100,000        |  |  |                 |  |  |                          |  |       |          |  |  | 9,600 |  |  |  | 479,600 | 
|                            |  |      | 2009 |  |           |  | 333,000 |          |  |  |               |  |  |                 |  |  |                          |  | 69,161 |          |  |  | 9,600 |  |  |  | 411,761 | 
|                            |  |      |      |  |           |  |        
|David M. Greene             |  |      |      |  |           |  |         |          |  |  |                |  |  |                 |  |  |                          |  |        |          |  |  |       |  |  |  |         | 
|Senior V.P Finance          |  |      | 2010 |  |           |  | 175,000 |          |  |  | 50,000         |  |  |                 |  |  |                          |  |       |          |  |  | 7,200 |  |  |  | 232,200 | 
|                            |  |      | 2009 |  |           |  | 157,500 |          |  |  |               |  |  |                 |  |  |                          |  | 7,200  |          |  |  | 7,200 |  |  |  | 192,614 | 
|                            |  |      |      |  |           |  |        
|Kevin Bates                 |  |      |      |  |           |  |         |          |  |  |                |  |  |                 |  |  |                          |  |        |          |  |  |       |  |  |  |         | 
|Division President-Retail   |  |      | 2010 |  |           |  | 360,000 |          |  |  | 373,000        |  |  |                 |  |  |                          |  |       |          |  |  |       |  |  |  | 733,000 | 
|                            |  |      | 2009 |  |           |  | 324,000 |          |  |  | 225,000        |  |  |                 |  |  |                          |  | 25,186 |          |  |  |       |  |  |  | 574,186 | 
|                            |  |      |      |  |           |  |        
|Mitch Adelstein             |  |      |      |  |           |  |         |          |  |  |                |  |  |                 |  |  |                          |  |        |          |  |  |       |  |  |  |         | 
|Division PresidentMfg      |  |      | 2010 |  |           |  | 194,400 |          |  |  |               |  |  |                 |  |  |                          |  |       |          |  |  | 7,200 |  |  |  | 201,600 | 
|                            |  |      | 2009 |  |           |  | 194,400 |          |  |  |               |  |  |                 |  |  |                          |  | 33,623 |          |  |  | 7,200 |  |  |  | 235,223 | 
|                            |  |      |      |  |           |  |        
|Dorothy Sillano             |  |      |      |  |           |  |         |          |  |  |                |  |  |                 |  |  |                          |  |        |          |  |  |       |  |  |  |         | 
|V.P, PFO                    |  |      | 2010 |  |           |  | 145,000 |          |  |  | 25,000         |  |  |                 |  |  |                          |  |       |          |  |  |       |  |  |  | 170,000 | 
|                            |  |      | 2009 |  |           |  | 130,500 |          |  |  |               |  |  |                 |  |  |                          |  | 9,753  |          |  |  |       |  |  |  | 140,253 | 



27



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##### Table of Contents

Outstanding Equity Awards At December 31, 2010 Table



|                   |  |                                                    |         |  |                                                    |  |  |                                                                                       |  |  |                        |  |  |                      |     |  |                                                        |  |      |                                                             |  |  |                                                                                               |  |  |                                                                                                             |  |  |  |  |  |  |  |  |  | 
|------------------ |  | -------------------------------------------------- | ------- |  | -------------------------------------------------- |  |  | ------------------------------------------------------------------------------------- |  |  | ---------------------- |  |  | -------------------- | --- |  | ------------------------------------------------------ |  | ---- | ----------------------------------------------------------- |  |  | --------------------------------------------------------------------------------------------- |  |  | ----------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  |  |  | 
|                   |  | Option Awards                                      |         |  | Stock Awards                                       | 
|                   |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#) |         |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#) |  |  | EquityIncentivePlanAwards:Number of
SecuritiesUnderlyingUnexercisedUnearnedOptions(#) |  |  | OptionExercisePrice($) |  |  | OptionExpirationDate |     |  | Number ofShares orUnits ofStock ThatHave 
NotVested(#) |  |      | MarketValue ofShares orUnits ofStock ThatHave 
NotVested($) |  |  | EquityIncentivePlanAwards:Number of
UnearnedShares,Units orOther rightsThat HaveNot Vested(#) |  |  | EquityIncentivePlanAwards:Market or
PayoutValue ofUnearnedShares,Units orOther rightsThat HaveNot Vested($) | 
|Name               |  | Exercisable                                        |         |  | Unexercisable                                      |  |  |                                                                                       |  |  |                        |  | 
|Ross Tannenbaum    |  |                                                    | 153,692 |  |                                                    |  |  |                                                                                       |  |  |                        |  |  |                      | .45 |  |                                                        |  | 6/12 |                                                             |  |  |                                                                                               |  |  |                                                                                                             |  |  |  |  |  |  |  |  |  | 
|PEO                |  |                                                    |         |  |                                                    |  |  |                                                                                       |  |  |                        |  |  |                      |     |  |                                                        |  |      |                                                             |  |  |                                                                                               |  |  |                                                                                                             |  |  |  |  |  |  |  |  |  | 
|                   |  |                                                    |         |  |                                                    |  |  |                                                                                       | 
|David Greene       |  |                                                    | 68,083  |  |                                                    |  |  |                                                                                       |  |  |                        |  |  |                      | .41 |  |                                                        |  | 6/12 |                                                             |  |  |                                                                                               |  |  |                                                                                                             |  |  |  |  |  |  |  |  |  | 
|Senior V.P.        |  |                                                    |         |  |                                                    |  |  |                                                                                       |  |  |                        |  |  |                      |     |  |                                                        |  |      |                                                             |  |  |                                                                                               |  |  |                                                                                                             |  |  |  |  |  |  |  |  |  | 
|                   |  |                                                    |         |  |                                                    |  |  |                                                                                       | 
|Kevin Bates        |  |                                                    | 166,667 |  |                                                    |  |  |                                                                                       |  |  |                        |  |  |                      | .60 |  |                                                        |  | 2/11 |                                                             |  |  |                                                                                               |  |  |                                                                                                             |  |  |  |  |  |  |  |  |  | 
|Division President |  |                                                    |         |  |                                                    |  |  |                                                                                       |  |  |                        |  |  |                      |     |  |                                                        |  |      |                                                             |  |  |                                                                                               |  |  |                                                                                                             |  |  |  |  |  |  |  |  |  | 
|                   |  |                                                    |         |  |                                                    |  |  |                                                                                       | 
|Mitch Adelstein    |  |                                                    | 82,009  |  |                                                    |  |  |                                                                                       |  |  |                        |  |  |                      | .41 |  |                                                        |  | 6/12 |                                                             |  |  |                                                                                               |  |  |                                                                                                             |  |  |  |  |  |  |  |  |  | 
|Division President |  |                                                    |         |  |                                                    |  |  |                                                                                       |  |  |                        |  |  |                      |     |  |                                                        |  |      |                                                             |  |  |                                                                                               |  |  |                                                                                                             |  |  |  |  |  |  |  |  |  | 
|                   |  |                                                    |         |  |                                                    |  |  |                                                                                       | 
|Dorothy Sillano    |  |                                                    | 23,790  |  |                                                    |  |  |                                                                                       |  |  |                        |  |  |                      | .41 |  |                                                        |  | 6/12 |                                                             |  |  |                                                                                               |  |  |                                                                                                             |  |  |  |  |  |  |  |  |  | 
|PFO                |  |                                                    |         |  |                                                    |  |  |                                                                                       |  |  |                        |  |  |                      |     |  |                                                        |  |      |                                                             |  |  |                                                                                               |  |  |                                                                                                             |  |  |  |  |  |  |  |  |  | 

DIRECTOR COMPENSATION



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



28



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##### Table of Contents

|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|-------- | -----------------------------------------------------------------------------------------------

Principal Shareholders.

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



|                                                                |  |                       |            |     |                 |  |      |  
|--------------------------------------------------------------- |  | --------------------- | ---------- | --- | --------------- |  | ---- | -
|Name and Address of Beneficial Owner(1)                         |  | Number ofShares Owned |            |     | Percentof Class | 
|Sam D. Battistone                                               |  |                       | 1,919,505  | (2) |                 |  | 4.3  | %
|                                                                |  |                      
|Ross Tannenbaum                                                 |  |                       | 7,827,515  | (3) |                 |  | 17.4 | %
|                                                                |  |                      
|Dorothy Sillano                                                 |  |                       | 24,539     |     |                 |  | *    |  
|                                                                |  |                      
|Dale Larsson
1776 North State Street, ste #160
Orem, UT 84057   |  |                       | 120,461    | (4) |                 |  | *    |  
|                                                                |  |                      
|Mitch Adelstein                                                 |  |                       | 377,714    |     |                 |  | *    |  
|                                                                |  |                      
|Kevin Bates                                                     |  |                       | 249,614    |     |                 |  | *    |  
|                                                                |  |                      
|David M. Greene                                                 |  |                       | 468,083    | (5) |                 |  | 1.0  | %
|                                                                |  |                      
|Steven Rubin
4400 Biscayne Blvd
Miami, FL 33137                 |  |                       | 72,051     | (6) |                 |  | *    |  
|                                                                |  |                      
|David Malina
4400 Biscayne Blvd
Miami, FL 33137                 |  |                       | 40,000     | (7) |                 |  | *    |  
|                                                                |  |                      
|Frost Gamma Investment Trust
4400 Biscayne Blvd
Miami, FL 33137 |  |                       | 4,244,872  |     |                 |  | 9.4  | %
|                                                                |  |                      
|William Blair & Company, LLC
222 West Adams Chicago, IL 60606   |  |                       | 5,904,797  |     |                 |  | 13.1 | %
|                                                                |  |                      
|All Executive Officers and
Directors as a group (9 persons)(8)  |  |                       | 11,099,482 |     |                 |  | 24.7 | %

See footnotes below.



|* | Less than 1.0%
|- | --------------

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

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

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

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

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

|(6) | Includes 40,000 shares which are the subject of stock options.
|--- | --------------------------------------------------------------

|(7) | Includes 40,000 shares which are the subject of stock options.
|--- | --------------------------------------------------------------

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



|Item 13. | Certain Relationships and Related Transactions, and Director Independence.
|-------- | --------------------------------------------------------------------------

None.



29



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##### Table of Contents

Director Independence

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



|Item 14. | Principal Accountant Fees and Services. (dollars in whole numbers)
|-------- | ------------------------------------------------------------------

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



|                   |  |                       |        |  |                    |   |        | 
|------------------ |  | --------------------- | ------ |  | ------------------ | - | ------ | 
|                   |  | Year Ended12/31/ 2010 |        |  | Year Ended12/31/09 |  
|Audit Fees         |  | $                     | 71,000 |  |                    | $ | 62,500 | 
|Audit-Related Fees |  |                       |       |  |                    |   |       | 
|Tax Fees           |  |                       |       |  |                    |   |       | 
|All Other Fees     |  |                       |       |  |                    |   |       | 
|                   |  |                       |        |  |                    |   |        | 
|Total              |  | $                     | 71,000 |  |                    | $ | 62,500 | 

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

Audit-Related FeesN/A

Tax FeesN/A

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



30



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##### Table of Contents

Part IV



|Item 15. | Exhibits and Financial Statement Schedules.
|-------- | -------------------------------------------

(a) Financial Statements.



|                                                                                                                                    |  |      |            | 
|----------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | 
|Financial Statements Included in this Report                                                                                        |  | Page |           
|                                                                                                                                    | 
|Report of Independent Registered Public Accounting Firms                                                                            |  |      | F-1 to F-2 | 
|                                                                                                                                    | 
|Consolidated Balance Sheets as of December 31, 2010 and December 31, 2009                                                           |  |      | F-3        | 
|                                                                                                                                    | 
|Consolidated Statements of Operations for the year ended December 31, 2010 and the year ended December 31,
2009                     |  |      | F-4        | 
|                                                                                                                                    | 
|Consolidated Statement of changes in Stockholders Equity for the year ended December 31, 2010 and the year ended
December 31, 2009. |  |      | F-5        | 
|                                                                                                                                    | 
|Consolidated Statement of Cash Flows for the year ended December 31, 2010 and the year ended December 31,
2009                      |  |      | F-6        | 
|                                                                                                                                    | 
|Notes to Consolidated Audited Financial Statements                                                                                  |  |      | F-7        | 
|                                                                                                                                    | 
|Quarterly Financial Information                                                                                                     |  |      | F-22       | 

(b) Exhibits



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



31



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

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

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

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

|(5) | Filed as an exhibit with the Companys Form 8-k on July 27, 2010, and incorporated by this reference.
|--- | -----------------------------------------------------------------------------------------------------

|(6) | Filed as an exhibit with the Companys Form 8-k on July 27, 2010, and incorporated by this reference.
|--- | -----------------------------------------------------------------------------------------------------

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



32



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##### Table of Contents

SIGNATURES

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



DREAMS, INC., a Utah corporationBy:

/S/ ROSS TANNENBAUMRoss Tannenbaum President, Chief Executive OfficerDated: March 30, 2011


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



By:

/S/    ROSS
TANNENBAUMRoss Tannenbaum, Chief Executive Officer and a Director (principal executive
officer)Dated: March 30, 2011




By:

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




By:

/S/    SAM
BATTISTONESam Battistone, DirectorDated: March 30, 2011




By:

/S/    DALE E.
LARSSONDale E. Larsson, DirectorDated: March 30, 2011




By:

/S/    DAVID
MALINADavid Malina, DirectorDated: March 30, 2011




By:

/S/    STEVEN
RUBINSteven Rubin, DirectorDated: March 30, 2011




33



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Dreams, Inc. and Subsidiaries

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

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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Companys internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and
significant 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Dreams, Inc. and Subsidiaries as of December 31, 2010 and
the consolidated results of its operations and its consolidated cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Goldstein Schechter Koch P.A.

March 30,
2011

Hollywood, Florida



F-1



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Dreams, Inc. and
Subsidiaries

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

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

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

/s/ Kramer Weisman and Associates, LLP

March 29, 2010

Davie, Florida



F-2



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Consolidated Balance Sheets

(Dollars in Thousands, except share amounts)



|                                                                                                                                                                                                                                 |  |                  |        |   |                  |   |        |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------ | - | ---------------- | - | ------ | -
|                                                                                                                                                                                                                                 |  | December 31,2010 |        |   | December 31,2009 |  
|ASSETS                                                                                                                                                                                                                           |  |                  |        |   |                  |   |        |  
|Current assets:                                                                                                                                                                                                                  |  |                  |        |   |                  |   |        |  
|Cash                                                                                                                                                                                                                             |  | $                | 440    |   |                  | $ | 582    |  
|Accounts receivable, net                                                                                                                                                                                                         |  |                  | 9,898  |   |                  |   | 5,342  |  
|Inventories                                                                                                                                                                                                                      |  |                  | 32,609 |   |                  |   | 26,593 |  
|Prepaid expenses and deposits                                                                                                                                                                                                    |  |                  | 2,166  |   |                  |   | 2,331  |  
|Deferred tax asset                                                                                                                                                                                                               |  |                  | 1,340  |   |                  |   | 1,068  |  
|                                                                                                                                                                                                                                 |  |                  |        |   |                  |   |        |  
|Total current assets                                                                                                                                                                                                             |  |                  | 46,453 |   |                  |   | 35,916 |  
|Property and equipment, net                                                                                                                                                                                                      |  |                  | 5,538  |   |                  |   | 4,654  |  
|Deferred loan costs                                                                                                                                                                                                              |  |                  | 234    |   |                  |   | 21     |  
|Goodwill, net                                                                                                                                                                                                                    |  |                  | 8,650  |   |                  |   | 8,650  |  
|Other intangible assets, net                                                                                                                                                                                                     |  |                  | 5,821  |   |                  |   | 5,329  |  
|Other assets                                                                                                                                                                                                                     |  |                  | 9      |   |                  |   | 9      |  
|                                                                                                                                                                                                                                 |  |                  |        |   |                  |   |        |  
|Total Assets                                                                                                                                                                                                                     |  | $                | 66,705 |   |                  | $ | 54,579 |  
|                                                                                                                                                                                                                                 |  |                  |        |   |                  |   |        |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                             |  |                  |        |   |                  |   |        |  
|Current liabilities:                                                                                                                                                                                                             |  |                  |        |   |                  |   |        |  
|Accounts payable                                                                                                                                                                                                                 |  | $                | 14,477 |   |                  | $ | 9,516  |  
|Accrued liabilities                                                                                                                                                                                                              |  |                  | 9,264  |   |                  |   | 4,583  |  
|Current portion of long-term debt                                                                                                                                                                                                |  |                  | 323    |   |                  |   | 1,116  |  
|Borrowings against line of credit                                                                                                                                                                                                |  |                  | 1,128  |   |                  |   | 9,066  |  
|Term Note                                                                                                                                                                                                                        |  |                  |       |   |                  |   | 444    |  
|Deferred credits                                                                                                                                                                                                                 |  |                  | 1,622  |   |                  |   | 1,288  |  
|                                                                                                                                                                                                                                 |  |                  |        |   |                  |   |        |  
|Total current liabilities                                                                                                                                                                                                        |  |                  | 26,814 |   |                  |   | 26,013 |  
|Long-term debt, less current portion                                                                                                                                                                                             |  |                  | 1,694  |   |                  |   | 913    |  
|Capital lease obligation                                                                                                                                                                                                         |  |                  | 168    |   |                  |   | 137    |  
|Long-term deferred tax liability                                                                                                                                                                                                 |  |                  | 2,887  |   |                  |   | 1,858  |  
|                                                                                                                                                                                                                                 |  |                  |        |   |                  |   |        |  
|Total Liabilities                                                                                                                                                                                                                |  | $                | 31,563 |   |                  | $ | 28,921 |  
|                                                                                                                                                                                                                                 |  |                  |        |   |                  |   |        |  
|Stockholders equity:                                                                                                                                                                                                            |  |                  |        |   |                  |   |        |  
|Preferred stock authorized 10,000,000 shares; issued and 0 outstanding shares as of December 31, 2010 and December 31,
2009.                                                                                                     |  |                  |       |   |                  |   |       |  
|Common stock and additional paid-in capital, no par value; authorized 100,000,000, and 100,000,000 shares; issued and outstanding
44,107,464 and 37,615,786 shares as of December 31, 2010, and December 31, 2009, respectively. |  |                  | 43,814 |   |                  |   | 35,635 |  
|Treasury stock 38,400 issued as of December 31, 2010 and December 31, 2009.                                                                                                                                                      |  |                  | (46    | ) |                  |   | (46    | )
|Accumulated deficit                                                                                                                                                                                                              |  |                  | (8,588 | ) |                  |   | (9,931 | )
|Non-controlling interest in subsidiaries                                                                                                                                                                                         |  |                  | (38    | ) |                  |   |       |  
|                                                                                                                                                                                                                                 |  |                  |        |   |                  |   |        |  
|Total stockholders equity                                                                                                                                                                                                       |  |                  | 35,142 |   |                  |   | 25,658 |  
|                                                                                                                                                                                                                                 |  |                  |        |   |                  |   |        |  
|Total liabilities and stockholders equity                                                                                                                                                                                       |  | $                | 66,705 |   |                  | $ | 54,579 |  
|                                                                                                                                                                                                                                 |  |                  |        |   |                  |   |        |  

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



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Consolidated Statements of Operations

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

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



|                                                         |  |                            |            |   |                            |   |            |  
|-------------------------------------------------------- |  | -------------------------- | ---------- | - | -------------------------- | - | ---------- | -
|                                                         |  | Year endedDecember 31,2010 |            |   | Year endedDecember 31,2009 |  
|Revenues:                                                |  |                            |            |   |                            |   |            |  
|Manufacturing/Distribution                               |  | $                          | 11,107     |   |                            | $ | 11,470     |  
|Retail                                                   |  |                            | 99,798     |   |                            |   | 73,711     |  
|OtherFees                                               |  |                            | 458        |   |                            |   | 354        |  
|                                                         |  |                            |            |   |                            |   |            |  
|Total Revenues                                           |  | $                          | 111,363    |   |                            | $ | 85,535     |  
|                                                         |  |                            |            |   |                            |   |            |  
|Expenses:                                                |  |                            |            |   |                            |   |            |  
|Cost of salesmanufacturing/distribution                 |  | $                          | 6,543      |   |                            | $ | 5,497      |  
|Cost of salesretail                                     |  |                            | 53,172     |   |                            |   | 39,626     |  
|Operating expenses                                       |  |                            | 45,939     |   |                            |   | 36,226     |  
|Depreciation and amortization                            |  |                            | 1,820      |   |                            |   | 1,819      |  
|                                                         |  |                            |            |   |                            |   |            |  
|Total Expenses                                           |  | $                          | 107,474    |   |                            | $ | 83,168     |  
|                                                         |  |                            |            |   |                            |   |            |  
|Income from operations                                   |  | $                          | 3,889      |   |                            | $ | 2,367      |  
|Interest (expense), net                                  |  |                            | (1,185     | ) |                            |   | (1,268     | )
|Other (expense) / income                                 |  |                            |           |   |                            |   | (238       | )
|                                                         |  |                            |            |   |                            |   |            |  
|Income before income taxes                               |  | $                          | 2,704      |   |                            | $ | 861        |  
|Provision for Income tax (expense)/benefit:              |  |                            |            |   |                            |   |            |  
|Current                                                  |  |                            | (295       | ) |                            |   | (9         | )
|Deferred                                                 |  |                            | (1,068     | ) |                            |   | (702       | )
|                                                         |  |                            |            |   |                            |   |            |  
|Net income                                               |  | $                          | 1,341      |   |                            | $ | 150        |  
|Net income attributable to non controlling interest      |  |                            | 2          |   |                            |   |           |  
|Net income attributable to Dreams, Inc.                  |  | $                          | 1,343      |   |                            | $ | 150        |  
|                                                         |  |                            |            |   |                            |   |            |  
|Basic income per share                                   |  | $                          | 0.03       |   |                            | $ | 0.00       |  
|                                                         |  |                            |            |   |                            |   |            |  
|Basic weighted average common shares outstanding         |  |                            | 40,715,535 |   |                            |   | 37,537,838 |  
|                                                         |  |                            |            |   |                            |   |            |  
|Dilutive income per share                                |  | $                          | 0.03       |   |                            | $ | 0.00       |  
|Potentially dilutive weighted average shares outstanding |  |                            | 41,636,411 |   |                            |   | 37,624,552 |  
|                                                         |  |                            |            |   |                            |   |            |  

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



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Consolidated Statements of changes in Stockholders Equity

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

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



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

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



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

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

Dollars in Thousands



|                                                                                                      |  |                  |         |   |                  |   |         |  
|----------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                      |  | December 31,2010 |         |   | December 31,2009 |  
|Cash Flows from Operating Activities                                                                  |  |                  |         |   |                  |   |         |  
|Net Income attributable to Dreams, Inc.                                                               |  | $                | 1,343   |   |                  | $ | 150     |  
|Non controlling interest                                                                              |  |                  | (2      | ) |                  |   | 4       |  
|Adjustments to reconcile net income to net cash used in operating activities:                         |  |                  |         |   |                  |   |         |  
|Depreciation                                                                                          |  |                  | 1,676   |   |                  |   | 1,674   |  
|Amortization                                                                                          |  |                  | 144     |   |                  |   | 145     |  
|Loan cost amortization                                                                                |  |                  | 283     |   |                  |   | 118     |  
|Net loss from sale of property and equipment                                                          |  |                  |        |   |                  |   | 158     |  
|Write down of goodwill                                                                                |  |                  |        |   |                  |   | 65      |  
|Warrants Issued for Services                                                                          |  |                  | 40      |   |                  |   |        |  
|Stock based compensation                                                                              |  |                  |        |   |                  |   | 260     |  
|Deferred tax benefit, net                                                                             |  |                  | 1,068   |   |                  |   | 702     |  
|(Increase) decrease in:                                                                               |  |                  |         |   |                  |   |         |  
|Accounts receivable                                                                                   |  |                  | (4,556  | ) |                  |   | (2,029  | )
|Inventories                                                                                           |  |                  | (6,016  | ) |                  |   | 4,528   |  
|Prepaid expenses and deposits                                                                         |  |                  | 165     |   |                  |   | (468    | )
|Increase (decrease) in:                                                                               |  |                  |         |   |                  |   |         |  
|Accounts payable                                                                                      |  |                  | 4,966   |   |                  |   | 1,994   |  
|Accrued liabilities                                                                                   |  |                  | 4,681   |   |                  |   | (1,477  | )
|Deferred revenues                                                                                     |  |                  | 331     |   |                  |   | (575    | )
|                                                                                                      |  |                  |         |   |                  |   |         |  
|Net cash provided by operating activities                                                             |  | $                | 4,123   |   |                  | $ | 5,249   |  
|Cash Flows from Investing Activities                                                                  |  |                  |         |   |                  |   |         |  
|Purchase of property and equipment                                                                    |  |                  | (2,463  | ) |                  |   | (919    | )
|Purchase of CMS assets                                                                                |  |                  | (628    | ) |                  |   |        |  
|                                                                                                      |  |                  |         |   |                  |   |         |  
|Net cash (used in) investing activities                                                               |  | $                | (3,091  | ) |                  | $ | (919    | )
|Cash Flows from Financing Activities                                                                  |  |                  |         |   |                  |   |         |  
|Proceeds from Line of Credit-Regions                                                                  |  |                  | 75,339  |   |                  |   |        |  
|Paydown on Line of Credit- Regions                                                                    |  |                  | (76,796 | ) |                  |   |        |  
|Proceeds from Line of Credit-Comerica                                                                 |  |                  | 48,029  |   |                  |   | 59,692  |  
|Paydown on Line of Credit-Comerica                                                                    |  |                  | (54,799 | ) |                  |   | (62,748 | )
|Deferred loan costs                                                                                   |  |                  | (497    | ) |                  |   | (95     | )
|Proceeds from stock option exercise                                                                   |  |                  | 139     |   |                  |   | 36      |  
|Proceeds from sale of Common Stock and Warrants                                                       |  |                  | 8,000   |   |                  |   |        |  
|Repayment of Capital lease                                                                            |  |                  | (77     | ) |                  |   | (29     | )
|Repayment of Notes payable                                                                            |  |                  | (512    | ) |                  |   | (1,102  | )
|                                                                                                      |  |                  |         |   |                  |   |         |  
|Net cash (used in) financing activities                                                               |  | $                | (1,174  | ) |                  | $ | (4,246  | )
|Net (decrease) increase in cash                                                                       |  |                  | (142    | ) |                  |   | 84      |  
|Cash at beginning of period                                                                           |  |                  | 582     |   |                  |   | 498     |  
|                                                                                                      |  |                  |         |   |                  |   |         |  
|Cash at end of period                                                                                 |  | $                | 440     |   |                  | $ | 582     |  
|                                                                                                      |  |                  |         |   |                  |   |         |  
|Cash paid for interest during the period                                                              |  |                  | 1,239   |   |                  |   | 1,148   |  
|Cash paid for taxes                                                                                   |  |                  | 29      |   |                  |   |        |  
|Supplemental Disclosure of Non Cash Investing and Financing ActivityPP&E acquired under capital lease |  |                  | 97      |   |                  |   | 91      |  
|Notes payable originated in acquisition of CMS assets                                                 |  |                  | 500     |   |                  |   |        |  



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements

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



Nature of Business and Summary of Significant Accounting Policies

Description of Business

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

Principals of Consolidation

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

Cash

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

Accounts Receivable

The Companys accounts receivable principally result from uncollected royalties from Field of Dreams® franchisees and from credit sales to third-party customers from its wholesale operations and recently, some web
syndication clients, and credit card transactions from the internet division. The Companys allowance for doubtful accounts is based on managements estimates of the creditworthiness of its customers, current economic conditions and
historical information, and, in the opinion of management is believed to be set at an amount sufficient to respond to normal business conditions. Should such conditions deteriorate or any major credit customer default on its obligations to the
Company, this allowance may need to be increased which may have an adverse impact on the Companys operations. The Company reviews its accounts receivable aging on a regular basis to determine if any of the receivables are past due. The Company
writes off all uncollectible trade receivables against its allowance for doubtful accounts. As of December 31, 2010 and December 31, 2009, the allowance for doubtful accounts was $26 and $34, respectively.

Revenue Recognition

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

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

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

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

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



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



Shipping and Handling Costs

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

Advertising and Promotional Costs

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

Inventories

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

Property and Equipment

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

Goodwill and Intangible Assets

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

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

Long-Lived Assets

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

Fair Value of Financial Instruments

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

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



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



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



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



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



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

Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (ASC 740-10-25). Under ASC 740-10-25,
deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings per share:

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





|                                                 |  |      |            |  |      |  |            | 
|------------------------------------------------ |  | ---- | ---------- |  | ---- |  | ---------- | 
|                                                 |  | 2010 |            |  | 2009 | 
|Basic weighted-average common shares outstanding |  |      | 40,715,535 |  |      |  | 37,537,838 | 
|Dilutive effect of stock plans and other options |  |      | 920,876    |  |      |  | 86,714     | 
|Dilutive weighted-average shares outstanding     |  |      | 41,636,411 |  |      |  | 37,624,552 | 

Stock
Compensation

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

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

Share-Based Compensation Awards

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



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could
differ from those estimates.

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

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

The Company has both Goodwill and other long-lived
intangible assets which are not amortized. As prescribed by the FASB, the Company evaluates the carrying value of these assets for impairment. Significant economic changes may require the Company to recognize impairment. As of December 31,
2010, no impairment has been necessary.

Subsequent Events

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

NEW
ACCOUNTING PRONOUNCEMENTS

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

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



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



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

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

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

Reclassifications

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

2. Acquisitions

General Statement

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

The Company acquired a 51% membership interest in The Comet Clothing Company, LLC. There was no consideration paid for this ownership.

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

3. Concentration of Credit Risk

Cash

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



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



Accounts receivable

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

4. Inventories

The components of inventories as of:



|                    |  |                  |        |  |                  |   |        | 
|------------------- |  | ---------------- | ------ |  | ---------------- | - | ------ | 
|                    |  | December 31,2010 |        |  | December 31,2009 |  
|Raw materials       |  | $                | 397    |  |                  | $ | 393    | 
|Work in process     |  |                  | 66     |  |                  |   | 80     | 
|Finished goods, net |  |                  | 32,146 |  |                  |   | 26,120 | 
|                    |  |                  |        |  |                  |   |        | 
|Total               |  | $                | 32,609 |  |                  | $ | 26,593 | 
|                    |  |                  |        |  |                  |   |        | 

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

5. Property and Equipment

The components of property and equipment as of:



|                                        |  |                  |        |   |                  |   |        |  
|--------------------------------------- |  | ---------------- | ------ | - | ---------------- | - | ------ | -
|                                        |  | December 31,2010 |        |   | December 31,2009 |  
|Leasehold improvements                  |  | $                | 2,464  |   |                  | $ | 2,108  |  
|Machinery and equipment                 |  |                  | 1,470  |   |                  |   | 1,218  |  
|Office and other equipment and fixtures |  |                  | 1,505  |   |                  |   | 1,338  |  
|Transportation equipment                |  |                  | 84     |   |                  |   | 72     |  
|Computer Software                       |  |                  | 4,239  |   |                  |   | 3,333  |  
|Computer equipment                      |  |                  | 3,200  |   |                  |   | 2,331  |  
|                                        |  |                  |        |   |                  |   |        |  
|                                        |  |                  | 12,962 |   |                  |   | 10,400 |  
|Less accumulated depreciation           |  |                  | (7,424 | ) |                  |   | (5,746 | )
|                                        |  |                  |        |   |                  |   |        |  
|                                        |  | $                | 5,538  |   |                  | $ | 4,654  |  
|                                        |  |                  |        |   |                  |   |        |  

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

6. Intangible Goodwill and Other

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



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



The following table provides information about changes relating to intangible assets for
the Year ended December 31, 2010 and December 31, 2009:



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

Amortization expense
for the year ended December 31, 2010 was $144 and for the year ended December 31, 2009 was $145.

7. Line of Credit

On July 23, 2010, the Company successfully re-financed its senior debt with Comerica Bank as a result of a newly
issued $20,000 senior secured credit facility provided by Regions Bank. At closing, $11,200 from the new line of credit was used to pay-off the outstanding balance with Comerica Bank. The interest rates on outstanding loan balances were reduced from
6.5% from the previous lender, to libor plus a 3.00 margin, or 3.34% for the new line of credit. The advance rates on the credit facility is 80% for eligible accounts receivable and 60% for eligible inventory. The new 3-year loan and security
agreement is secured by all of the assets of the Company and its divisions. The Regions credit facility requires that certain performance financial covenants be met on a monthly and or quarterly and or yearly basis. These financial covenants consist
of a Fixed Charge Coverage Ratio and a Funded Debt to EBITDA Ratio.

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

The Funded Debt to EBITDA ratio includes: debt for borrowed funds, subordinated debts, the principal component of all capital leases, any
deferred payment by one year or more , and all other debt instruments (other than checks drawn in the ordinary course of business), divided by EBITDA. For the quarter ended December 31, 2010, the required ratio needs to be less than 2.5 to 1.0.
The actual ratio was .52 to 1.00.



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



8. Accrued Liabilities

Accrued liabilities consisted of the following at:



|                                                  |  |                  |       |  |                  |   |       | 
|------------------------------------------------- |  | ---------------- | ----- |  | ---------------- | - | ----- | 
|                                                  |  | December 31,2010 |       |  | December 31,2009 |  
|Payroll costs (including bonuses and commissions) |  | $                | 1,428 |  |                  | $ | 511   | 
|Accrued royalties                                 |  |                  | 520   |  |                  |   | 196   | 
|Accrued site commissions                          |  |                  | 2,506 |  |                  |   | 1,253 | 
|Other accrued expenses                            |  |                  | 4,810 |  |                  |   | 2,623 | 
|                                                  |  |                  |       |  |                  |   |       | 
|                                                  |  | $                | 9,264 |  |                  | $ | 4,583 | 
|                                                  |  |                  |       |  |                  |   |       | 

9. Notes Payable

Notes payable consists of the following at:



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

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

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

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



|                      |  |   |       | 
|--------------------- |  | - | ----- | 
|Calendar Year         |  |   |      
|2011                  |  | $ | 323   | 
|2012                  |  |   | 1,394 | 
|2013                  |  |   | 100   | 
|2014                  |  |   | 100   | 
|2015                  |  |   | 100   | 
|                      |  |   |       | 
|Total future payments |  | $ | 2,017 | 
|                      |  |   |       | 

10. Stockholders Equity

Common Stock:As of December 31, 2010 and December 31, 2009, the Company had 100,000,000 and 100,000,000 shares authorized and 44,107,464 and 37,615,784 common shares issued and
outstanding.



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



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

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

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

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

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

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



|                                 |  |               |           |   |                         |  |      | 
|-------------------------------- |  | ------------- | --------- | - | ----------------------- |  | ---- | 
|                                 |  | Stock Options |          
|                                 |  | Shares        |           |   | Wtd. Avg.Exercise Price | 
|Outstanding at December 31, 2008 |  |               | 486,748   |   |                         |  | .98  | 
|Granted                          |  |               | 1,166,526 |   |                         |  | .42  | 
|Exercised                        |  |               | (87,573   | ) |                         |  | .41  | 
|Expired                          |  |               | (90,388   | ) |                         |  | 1.49 | 
|Canceled                         |  |               | (9,668    | ) |                         |  | 2.24 | 
|                                 |  |               |           |   |                         |  |      | 
|Outstanding at December 31, 2009 |  |               | 1,465,645 |   |                         |  | .57  | 
|Granted                          |  |               | 119       |   |                         |  | .41  | 
|Exercised                        |  |               | (337,835  | ) |                         |  | .41  | 
|Expired                          |  |               | (50,000   | ) |                         |  | 1.05 | 
|Canceled                         |  |               |          |   |                         |  |     | 
|                                 |  |               |           |   |                         |  |      | 
|Outstanding at December 31, 2010 |  |               | 1,077,929 |   |                         |  | .54  | 

Options exercisable
as of December 31, 2010 were 1,077,929 and as of December 31, 2009 were 1,443,474. There were 119 options granted during 2010. The weighted average fair value of options granted during the twelve months ended December 31, 2010 was
$.41 and for December 31, 2009, was $.42.

As of December 31, 2010, vested options totaled 1,077,929 with an average
price of $.54. Unvested options totaled 0. Total outstanding options that were in the money at December 31, 2010 were 1,069,596 with an average price per option of $.52. Of those options, the vested in the money options
totaled 1,069,596 with an average price of $.52 and the in the money unvested options totaled 0.

During the
twelve months ended December 31, 2010; there were 119 options granted, 50,000 options expired, 0 options cancelled, and 337,835 options exercised. The Company received $139 from exercised options during the period.



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



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

Options Breakdown by Range at 12/31/10



|               |  |                    |              |  |                          |  |     |                             |  |  |               |  |  |                        |           |  |  |  |      | 
|-------------- |  | ------------------ | ------------ |  | ------------------------ |  | --- | --------------------------- |  |  | ------------- |  |  | ---------------------- | --------- |  |  |  | ---- | 
|Outstanding    |  |                    | Exerciseable | 
|Range          |  | OutstandingOptions |              |  | RemainingContractualLife |  |     | WAOutstandingExercise Price |  |  | VestedOptions |  |  | WA VestedExercisePrice |          
|$0.41 to $1.19 |  |                    | 1,049,596    |  |                          |  | 1.1 |                             |  |  | .48           |  |  |                        | 1,049,596 |  |  |  | .48  | 
|$1.20 to $2.75 |  |                    | 28,333       |  |                          |  | .5  |                             |  |  | 2.67          |  |  |                        | 28,333    |  |  |  | 2.67 | 
|$.41 to $2.75  |  |                    | 1,077,929    |  |                          |  | 1.1 |                             |  |  | .54           |  |  |                        | 1,077,929 |  |  |  | .54  | 

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

Warrants

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



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







F-16



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



11. Income Taxes

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





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

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

Deferred Tax Asset (Liability):



|                                     |  |                            |        |   |                            |   |        |  
|------------------------------------ |  | -------------------------- | ------ | - | -------------------------- | - | ------ | -
|                                     |  | Year endedDecember 31,2010 |        |   | Year endedDecember 31,2009 |  
|Current                              |  |                            |        |   |                            |   |        |  
|Allowance for doubtful accounts      |  | $                          | 10     |   |                            | $ | 13     |  
|Inventory reserve                    |  |                            | 211    |   |                            |   | 187    |  
|Inventory capitalization adjustment  |  |                            | 971    |   |                            |   | 778    |  
|Accrued expenses                     |  |                            | 148    |   |                            |   | 90     |  
|                                     |  |                            |        |   |                            |   |        |  
|                                     |  |                            | 1,340  |   |                            |   | 1,068  |  
|Long-term                            |  |                            |        |   |                            |   |        |  
|Stock options                        |  |                            | 168    |   |                            |   | 181    |  
|Federal and states NOL carry-forward |  |                            | 89     |   |                            |   | 458    |  
|Capital loss carry-forward           |  |                            |       |   |                            |   | 187    |  
|Alternative Minimum Tax credit       |  |                            | 163    |   |                            |   | 163    |  
|Charitable contributions             |  |                            |       |   |                            |   | 21     |  
|Depreciation and amortization        |  |                            | (3,307 | ) |                            |   | (2,681 | )
|Less valuation allowance             |  |                            |       |   |                            |   | (187   | )
|                                     |  |                            |        |   |                            |   |        |  
|                                     |  | $                          | (2,887 | ) |                            | $ | (1,858 | )
|                                     |  |                            |        |   |                            |   |        |  

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

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

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



F-17



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



The reconciliation of income tax computed at the U.S. federal statutory rate to income
tax expense for the years ended December 31, 2010 and December 31, 2009 is as follows:





|                                    |  |                            |    |   |                            |  |    |  
|----------------------------------- |  | -------------------------- | -- | - | -------------------------- |  | -- | -
|                                    |  | Year endedDecember 31,2010 |    |   | Year endedDecember 31,2009 | 
|Tax at U.S. statutory rate          |  |                            | 34 | % |                            |  | 34 | %
|State taxes, net of federal benefit |  |                            | 6  |   |                            |  | 6  |  
|Non-deductible items                |  |                            | 1  |   |                            |  | 3  |  
|Other                               |  |                            | 8  |   |                            |  | 38 |  
|                                    |  |                            |    |   |                            |  |    |  
|                                    |  |                            | 49 | % |                            |  | 81 | %
|                                    |  |                            |    |   |                            |  |    |  

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

12. 401 (k) Plan

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

13. Commitments and Contingencies

Operating Leases

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

The future aggregate minimum annual lease payments under the Companys
non-cancellable operating leases are as follows:

(dollar amounts in thousands)



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

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

Capital Leases

The Company has entered into capital leases for computer and warehouse equipment. The leases require monthly payments of approximately $8 and expire in 2011 through 2013. The interest rate on this capital
leases range from 4%-12%. The Companys obligations under capital leases as of December 31, 2010 are not significant.



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



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



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

Commitment under Retail Contract

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

Future Contractual Payments to Athletes

As of December 31, 2010, the Company had several agreements with athletes to provide autographs in the future and the rights to
produce and sell certain products. The autographs are received by the Company as a part of inventory products and resold throughout the Companys distribution channels. The future aggregate minimum payments to athletes under contractual
agreements are as follows:



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

14. Related Party Transactions

None.

15.
Business Segment Information

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

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

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

Internet

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



F-19



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



Catalogues

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

Brick and Mortar

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

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

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

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



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

Reconciliation to
consolidated amounts is as follows:



|                                       |  |                            |         |   |                            |   |        |  
|-------------------------------------- |  | -------------------------- | ------- | - | -------------------------- | - | ------ | -
|                                       |  | Year endedDecember 31,2010 |         |   | Year endedDecember 31,2009 |  
|Revenues:                              |  |                            |         |   |                            |   |        |  
|Total revenues for reportable segments |  | $                          | 115,141 |   |                            | $ | 89,441 |  
|Other revenues                         |  |                            | 458     |   |                            |   | 354    |  
|Eliminations of intersegment revenues  |  |                            | (4,236  | ) |                            |   | (4,260 | )
|                                       |  |                            |         |   |                            |   |        |  
|Total consolidated revenues            |  | $                          | 111,363 |   |                            | $ | 85,535 |  





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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



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



|* | These are unallocated costs and expenses that have not been allocated to the reportable segments. Some examples of these unallocated overhead costs which
are consistent with the Companys internal accounting policies are executive salaries and benefits; corporate office occupancy costs; professional fees, bank charges; certain insurance policy premiums and public relations/investor relations
expenses.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16. Non-controlling Interest

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

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

17. Valuation and Qualifying Accounts

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





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

18. Subsequent Events

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



F-21



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



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





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



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



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##### Table of Contents

Dreams, Inc. and Subsidiaries

Notes to Consolidated Audited Financial Statements(Continued)

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



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



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



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

|
|



F-23



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##### Table of Contents

Exhibit Index



|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|           | 
|21         |  | Subsidiaries of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|           | 
|23.1       |  | Consent of former Independent Auditors                                                                                                                                                                                                                                                                                                                                                                                                                                                
|           | 
|23.2       |  | Consent of Independent Auditors for S-3 registration filing                                                                                                                                                                                                                                                                                                                                                                                                                           
|           | 
|31.1       |  | Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                            
|           | 
|31.2       |  | Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                            
|           | 
|32.1       |  | Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed incorporated by reference into any other filing under the Security Act of 1933,
as amended, or by the Security Exchange Act of 1934, as amended.)
|           | 
|32.2       |  | Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed filed for the purposes of
Section 18 of the Securities Exchange Act of 1934 as amended or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed incorporated by reference into any other filing under the Security Act of 1933, as amended,
or by the Security Exchange Act of 1934, as amended.)