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Post-Effective Amendment No. 2 to Form S-3 Registration Statement No. 333-167765

Approximate date of commencement of proposed sale to public: This post-effective amendment deregisters those shares of Common Stock that remain unsold hereunder as of the date hereof.

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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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

This Post-Effective Amendment (this “Post-Effective Amendment”) filed by Dreams, Inc., a Utah corporation (the “Company”), removes from registration all securities registered but remaining unsold under the Registration Statement (the “Registration Statement”) on Form S-3 (No. 333-167765), pertaining to the registration of 1,428,570 shares of the Company’s common stock, no par value (“Common Stock”), which was originally filed with the U.S. Securities and Exchange Commission on June 25, 2010 and amended on July 8, 2010.

On April 13, 2012, the Company entered into an Amended and Restated Agreement and Plan of Merger with Fanatics, Inc. a Delaware corporation (“Parent”), and Sweet Tooth Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent. The Merger was effective as of 4:01 p.m. on June 6, 2012 (the “Effective Time”), pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware and Articles of Merger filed with the Division of Corporations and Commercial Code of the State of Utah.

At the Effective Time, each outstanding share of Common Stock (other than shares owned by the Company or its subsidiaries, Parent or Merger Sub) was automatically converted into the right to receive $3.45 in cash, without interest and less any applicable withholding taxes.

As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statement which remained unsold as of the date of this Post-Effective Amendment and terminates the effectiveness of the Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Plantation, Florida, on June 18, 2012.


DREAMS, INC.

By:		/s/ ROSS TANNENBAUM
		Name: Ross Tannenbaum Title: President & CEO

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.


Utah		87-0368170

(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)


Two South University Drive, Suite 325 Plantation, Florida 33324 (954) 377-0002		Dreams, Inc. Two South University Drive, Suite 325 Plantation, Florida 33324 (954) 377-0002

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)		(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)


Signature	Title	Date

/S/ ALAN TRAGER Alan Trager	Director	June 18, 2012

/S/ THOMAS BAUMLIN Thomas Baumlin	Director	June 18, 2012