8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 12, 2009

DREAMS, INC.

(Exact name of registrant as specified in its charter)

Utah	001-33405	87-0368170
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (954) 377-0002

Registrant’s facsimile number, including area code: (954) 475-8785

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition

On November 12, 2009, Dreams, Inc. issued a press release regarding it earnings for its quarter ended September 30, 2009. A copy of the press release is furnished as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Copy of press release dated November 12, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 13, 2009	DREAMS, INC.
	By:	/S/    ROSS TANNENBAUM
		Ross Tannenbaum
		Chief Executive Officer

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Exhibit Index

Exhibit No.	Description
99.1	Copy of press release dated November 12, 2009

EX-99.1

Exhibit 99.1

Dreams, Inc. Announces Quarterly and Nine Months Results

Quarterly Revenue Increases 5.7% to $15.2 million, Significant Cash Flow Improvements

PLANTATION, FL, November 12, 2009 – Dreams, Inc. (NYSE Amex: DRJ) announced today its quarterly and nine months financial results for the period ended September 30, 2009. Revenues for the quarter rose 5.7% to $15.2 million, from $14.4 million in the same period last year. *EBITDA for the quarter improved about 300% to a loss of $429,000, versus a loss of $1.7 million for the same period last year. Net losses for the quarter improved 78% to a loss of $786,000, versus a loss of $1.4 million for the same period last year. Revenues for the nine months decreased 9% to $42.3 million, from $46.5 million in the same period last year. *EBITDA for the nine months improved 20% to a loss of $2.5 million, versus a loss of $3.0 million in the same period last year. Net losses for the nine months were constant with a $2.8 million loss for this year, versus a $2.7 million loss for the same period last year.

The themes of our quarterly and nine month results were our cash flow improvements, our Internet revenue producing opportunities and our ability to reign in operating expenses,” stated, Ross Tannenbaum, Dreams President & CEO.

Cash Flow

“In fact, both net cash used in operating activities and net cash provided by financing activities were negligible for the quarter with only $106,000 and $16,000, respectively. For the nine months ended September 30, 2009, these two important components of our consolidated statements of cash flows have been slashed by about $10.0 million each, versus the comparable period last year. Also, net cash used in investing activities is down $1.0 million for the first nine-months of the year, versus the same period last year.

Revenues

“We were down 9% of consolidated revenues for the nine months ended September 30, 2009, versus the comparable period last year, although we have begun to grow our revenues (5.7% for this most recent quarter) and believe we will continue to do so for the remainder of the year. This is due to our continued Internet growth through our on-line properties. The combination of organic growth with our main site, www.Fansedge.com, coupled with an ever expanding web syndication portfolio, has the Company positioned to deliver a strong holiday quarter. With these anticipated results, we expect to return to profitability in 2009. We are already seeing meaningful contributions from our most recent partnerships with the Philadelphia Eagles, JC Penney and Walmart. In fact, Internet sales have accounted for 57.6% of our consolidated revenues for the first nine months of the year, and 62.9% for the most recent quarter. We expect this trend will continue.

*EBITDA

“We have been proactive in instituting numerous corporate savings initiatives that have become the catalyst for improved economics. Hence, we are seeing considerable improvements in our *EBITDA results. *EBITDA for the quarter improved about 300% to a loss

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of $429,000, versus a loss of $1.7 million for the same period last year. The quarterly results were impacted by a $109,000 non-cash operating expense associated with the granting of stock options to employees, officers and directors. Otherwise, our *EBITDA loss would have been a loss of $320,000. *EBITDA for the past nine months improved 20% to a loss of $2.5 million, versus a loss of $3.0 million in the same period last year. The ability to eradicate non-holiday quarter losses is a company-wide objective and we are clearly moving towards that goal.

(Dollars in thousands)

“New web syndication signings were dominant achievements during the third quarter of 2009. The Company announced its new partnerships with NCAA Football.com, JC Penney, the Washington Wizards, WalMart, and the Baseball Hall of Fame. We are uniquely positioned to grow our Internet presence in the sports licensed products industry. This is the fastest growing area of the Company and will remain its primary focus,” concluded Tannenbaum.

Dreams, Inc. trades under the ticker symbol: NYSE Amex: DRJ

www.Dreamscorp.com

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Dreams, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations – Unaudited

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

	Nine Months Ended September 30,						Three Months Ended September 30,
	2009			2008			2009			2008
Revenues:
Manufacturing/Distribution	$	8,042		$	12,774 $		$	2,583		$	3,168
Retail		33,979			33,305			12,582			11,054
Other		242			500			61			178
Total Revenues	$	42,263		$	46,579		$	15,226		$	14,400
Expenses:
Cost of sales-mfg/distribution	$	3,909		$	7,386		$	1,396		$	1,921
Cost of sales-retail		18,263			18,121			6,676			5,935
Operating expenses		22,660			24,034			7,583			8,230
Depreciation and amortization		1,363			905			451			364
Total Expenses	$	46,195		$	50,446		$	16,106		$	16,450
(Loss) before interest and taxes		(3,932	)		(3,867	)		(880	)		(2,050	)
Interest expense, net		785			645			413			273
Other expense		8			104			—			35
(Loss) before income taxes		(4,725	)		(4,616	)		(1,293	)		(2,358	)
Income tax benefit		1,877			1,869			507			1,004
Net (loss)	$	(2,848	)	$	(2,747	)	$	(786	)	$	(1,354	)
(Loss) per share:
Basic: (Loss) per share	$	(0.07	)	$	(0.07	)	$	(0.02	)	$	(0.04	)
Weighted average shares outstanding – Basic		37,530,471			37,551,403			37,534,911			37,533,238
Diluted: (Loss) per share	$	(0.07	)	$	(0.07	)	$	(0.02	)	$	(0.04	)
Weighted average shares outstanding – Diluted		37,530,471			37,709,494			37,775,895			37,662,780

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*EBITDA is a non-GAAP financial measurement that is defined as earnings before interest, tax, depreciation and amortization. We use this non-GAAP financial measure for financial and operational decision making and as a means to evaluate our performance. In our opinion, this non-GAAP measure provides meaningful supplemental information regarding our performance. We believe that both management and investors benefit from referring to this non-GAAP financial measure in assessing our performance and analyzing future periods. This non-GAAP financial measure also facilitates management’s internal comparisons to our historical performance. We believe this non-GAAP financial measures is useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and (2) they are used by institutional investors and the analyst community to help them analyze the health of our business.

Dreams, Inc. Investor Relations Contact Info:

David M. Greene, Senior Vice-President

Phone: 954-377-0002

Fax: 954-475-8785

dgreene@dreamscorp.com

Public Relations for Dreams, Inc.:

Boardroom Communications

Jennifer Clarin and/or Caren Berg

Phone: (954) 370-8999, Fax: (954) 370-8892

Email: cberg@boardroompr.com

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Statements contained in this press release, which are not historical facts, are forward looking statements. The forward-looking statements in this press release are made pursuant to the safe harbor provisions 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.

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