UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB/A

(Amendment No. 2)

ANNUAL REPORT UNDER

SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended March 31, 2004

Dreams, Inc.

(Name of small business issuer in its charter)

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

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

Issuer’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
None	N/A

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

Common Stock, no par value

(Title of class)

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

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.    x

State issuer’s revenues for its most recent fiscal year: $21,770,000

The aggregate market value of the common equity held by non-affiliates as of June 4, 2004 was $11,482,000.

The number of shares outstanding of the issuer’s common stock as of June 4, 2004 is 56,363,195.

Transitional Small Business Disclosure Format (check one):    ¨  Y    x  N

Explanatory Note

The following sets forth an explanatory note of the changes to the Company’s Form 10-KSB/A filed on January 26, 2005.

The Results of Operations in Management’s Discussion and Analysis was revised to clarify “large one time” events which occurred in fiscal 2003 as compared to fiscal 2004. The number in income tax benefits was corrected from $261,000 to $283,000 during fiscal 2004. The Statement of Cash Flows was revised to reflect “borrowings under the line of credit on a gross rather than net basis.” Footnote 1 to the audited financial statements “Revenue Recognition” was revised to reflect the Company’s source of revenue generation.

SIGNATURES

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

DREAMS, INC., a Utah corporation
By:	/s/ Ross Tannenbaum
	Ross Tannenbaum,
	President, Chief Executive Officer, Principal Accounting Officer
Dated:	February 10, 2005

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

By:	/s/ Sam Battistone
	Sam Battistone, Director
Dated:	February 10, 2005
By:	/s/ Dale E. Larsson
	Dale E. Larsson, Director
Dated:	February 10, 2005