FORM 10-Q

|                                             |                                                                                          
|-------------------------------------------- | -----------------------------------------------------------------------------------------
|x                                            | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934
|                                             |                                                                                          
|For the quarterly period ended June 30, 2009
|                                             |                                                                                          
|o                                            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT       

Commission file number: 000-52558

|                                                          
|----------------------------------------------------------
|DISABOOM, INC.                                            
|(Exact name of the registrant as specified in its charter)

|                                  |  |                                  
|--------------------------------- |  | ---------------------------------
|Colorado                          |  | 20-5973352                       
|                                  |  |                                  
|(State or other jurisdiction      |  | (IRS Employer Identification No.)
|of incorporation or organization) |  |                                  

|                                        
|----------------------------------------
|7730 E. Belleview Avenue, Suite A306    
|Greenwood Village, CO 80111             
|                                        
|(Address of principal executive offices)

Registrants telephone number, including area
code: (303) 952-6500

Check whether
the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 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 o

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 (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o

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

Large
accelerated filer o  Accelerated filer o Non-accelerated
filer o 
Smaller reporting Company x

There were
40,454,975 shares of the issuers common stock, par value $0.0001, outstanding
as of August 13, 2009.

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DISABOOM INC.

QUARTERLY REPORT ON FORM 10-Q 
FOR THE PERIOD ENDED JUNE 30, 2009

|                                                                                                                                 | PAGE
|-------------------------------------------------------------------------------------------------------------------------------- | ----
|PART I  Financial Information                                                                                                   |     
|                                                                                                                                 |     
|Item 1. Financial Statements:                                                                                                    |     
|                                                                                                                                 |     
|Balance Sheets as of June 30, 2009
  (unaudited) and December 31, 2008                                                           | 2   
|                                                                                                                                 |     
|Statements of Operations for the
  three-month periods and six-month periods ended June 30, 2009 and June 30,
  2008 (unaudited) | 3   
|                                                                                                                                 |     
|Statements of Cash Flows for the six-month
  periods ended June 30, 2009 and June 30, 2008 (unaudited)                           | 4   
|                                                                                                                                 |     
|Notes to Financial Statements (unaudited)                                                                                        | 5   
|                                                                                                                                 |     
|Item 2. Managements Discussion and
  Analysis                                                                                   | 14  
|                                                                                                                                 |     
|Item 4T. Controls and Procedures                                                                                                 | 18  
|                                                                                                                                 |     
|PART II 
  Other Information                                                                                                    |     
|                                                                                                                                 |     
|Item 1. Legal Proceedings                                                                                                        | II-1
|                                                                                                                                 |     
|Item 1A. Risk Factors                                                                                                            | II-1
|                                                                                                                                 |     
|Item 2. Unregistered Sales of Equity
  Securities and Use of Proceeds                                                            | II-1
|                                                                                                                                 |     
|Item 5. Other Information                                                                                                        | II-2
|                                                                                                                                 |     
|Item 6. Exhibits                                                                                                                 | II-2
|                                                                                                                                 |     

1

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DISABOOM, INC.

BALANCE SHEETS

|                                                                                                                                 |  |                   |             |                       |   |             |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | --------------------- | - | ----------- | -
|                                                                                                                                 |  | June
  30,
  2009 |             | December
  31,
  2008 |  
|                                                                                                                                 |  |                   |             |                       |  
|                                                                                                                                 |  | (unaudited)       |             |                       |  
|ASSETS                                                                                                                           |  |                   |             |                       |   |             |  
|Current assets:                                                                                                                  |  |                   |             |                       |   |             |  
|Cash and cash equivalents                                                                                                        |  | $                 | 259,586     |                       | $ | 1,035,637   |  
|Short-term investments                                                                                                           |  |                   | 741,031     |                       |   | 916,039     |  
|Accounts receivable, net;                                                                                                        |  |                   | 124,796     |                       |   | 220,144     |  
|Prepaid expenses                                                                                                                 |  |                   | 136,767     |                       |   | 136,349     |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|Total current assets                                                                                                             |  |                   | 1,262,180   |                       |   | 2,308,169   |  
|Property and equipment, net                                                                                                      |  |                   | 63,421      |                       |   | 59,312      |  
|Deposits                                                                                                                         |  |                   | 10,917      |                       |   | 10,917      |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|Total assets                                                                                                                     |  | $                 | 1,336,518   |                       | $ | 2,378,398   |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|LIABILITIES AND
  SHAREHOLDERS EQUITY                                                                                           |  |                   |             |                       |   |             |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|Current liabilities:                                                                                                             |  |                   |             |                       |   |             |  
|Accounts payable                                                                                                                 |  | $                 | 197,881     |                       | $ | 249,555     |  
|Accrued expenses                                                                                                                 |  |                   | 184,498     |                       |   | 221,323     |  
|Unearned revenue                                                                                                                 |  |                   | 132,644     |                       |   | 293,607     |  
|Other current liabilities                                                                                                        |  |                   | 451         |                       |   | 3,157       |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|Total liabilities (all current)                                                                                                  |  |                   | 515,474     |                       |   | 767,642     |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|Commitments and contingencies                                                                                                    |  |                   |             |                       |   |             |  
|Shareholders equity (Note 3):                                                                                                   |  |                   |             |                       |   |             |  
|Preferred stock, $0.0001 par value; authorized
10,000,000 shares; none
  issued and outstanding                                  |  |                   |             |                       |   |             |  
|Common stock, $0.0001 par value; authorized
100,000,000 shares;
  45,448,742 and 43,343,603 issued and outstanding, respectively |  |                   | 4,545       |                       |   | 4,334       |  
|Shares to be issued                                                                                                              |  |                   | 18,750      |                       |   |             |  
|Additional paid-in capital                                                                                                       |  |                   | 20,854,544  |                       |   | 20,399,547  |  
|Accumulated deficit                                                                                                              |  |                   | (20,056,795 | )                     |   | (18,793,125 | )
|                                                                                                                                 |  |                   |             |                       |   |             |  
|Total shareholders equity                                                                                                       |  |                   | 821,044     |                       |   | 1,610,756   |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|                                                                                                                                 |  |                   |             |                       |   |             |  
|Total liabilities and shareholders
equity                                                                                       |  | $                 | 1,336,518   |                       | $ | 2,378,398   |  
|                                                                                                                                 |  |                   |             |                       |   |             |  

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

2

---



DISABOOM, INC.

STATEMENTS OF OPERATIONS
(Unaudited)

|                                                                                   |  |                                 |            |                                 |   |                               |   |                               |            |   |   |            |  
|---------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | ------------------------------- | - | ----------------------------- | - | ----------------------------- | ---------- | - | - | ---------- | -
|                                                                                   |  | Three
  months
  ended June 30, |            | Three
  months
  ended June 30, |   | Six
  months
  ended June 30, |   | Six
  months
  ended June 30, |           
|                                                                                   |  | 2009                            |            | 2008                            |   | 2009                          |   | 2008                          |           
|                                                                                   |  |                                 |            |                                 |   |                               |   |                               |           
|                                                                                   |  |                                 |            |                                 |   |                               |   |                               |           
|Revenue                                                                            |  | $                               | 163,577    |                                 | $ | 141,355                       |   | $                             | 404,211    |   | $ | 191,215    |  
|Expenses:                                                                          |  |                                 |            |                                 |   |                               |   |                               |            |   |   |            |  
|Sales and marketing                                                                |  |                                 | (401,244   | )                               |   | (1,600,054                    | ) |                               | (909,179   | ) |   | (3,729,766 | )
|General, administrative and other                                                  |  |                                 | (434,681   | )                               |   | (1,928,921                    | ) |                               | (984,943   | ) |   | (3,416,142 | )
|                                                                                   |  |                                 |            |                                 |   |                               |   |                               |            |   |   |            |  
|Loss from operations                                                               |  |                                 | (672,348   | )                               |   | (3,387,620                    | ) |                               | (1,489,911 | ) |   | (6,954,693 | )
|Other income (expense):                                                            |  |                                 |            |                                 |   |                               |   |                               |            |   |   |            |  
|Interest income                                                                    |  |                                 | 21,729     |                                 |   | 18,985                        |   |                               | 29,845     |   |   | 71,340     |  
|Gain (loss) on short-term investments                                              |  |                                 | 115,940    |                                 |   | 50,816                        |   |                               | 196,151    |   |   | (82,548    | )
|                                                                                   |  |                                 |            |                                 |   |                               |   |                               |            |   |   |            |  
|                                                                                   |  |                                 |            |                                 |   |                               |   |                               |            |   |   |            |  
|Net loss                                                                           |  | $                               | (534,679   | )                               | $ | (3,317,819                    | ) | $                             | (1,263,915 | ) | $ | (6,965,901 | )
|                                                                                   |  |                                 |            |                                 |   |                               |   |                               |            |   |   |            |  
|                                                                                   |  |                                 |            |                                 |   |                               |   |                               |            |   |   |            |  
|Net loss per share, basic and diluted (Note 2)                                     |  | $                               | (0.01      | )                               | $ | (0.08                         | ) | $                             | (0.03      | ) | $ | (0.16      | )
|                                                                                   |  |                                 |            |                                 |   |                               |   |                               |            |   |   |            |  
|                                                                                   |  |                                 |            |                                 |   |                               |   |                               |            |   |   |            |  
|Weighted average number of common shares outstanding, basic and
  diluted (Note 2) |  |                                 | 45,283,958 |                                 |   | 43,173,903                    |   |                               | 44,441,793 |   |   | 42,342,288 |  
|                                                                                   |  |                                 |            |                                 |   |                               |   |                               |            |   |   |            |  

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

3

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DISABOOM, INC.

STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                                          |  |                               |            |                                |   |            |  
|------------------------------------------------------------------------- |  | ----------------------------- | ---------- | ------------------------------ | - | ---------- | -
|                                                                          |  | Six
  months
  ended June 30, |            | Six
  months 
  ended June 30, |  
|                                                                          |  | 2009                          |            | 2008                           |  
|                                                                          |  |                               |            |                                |  
|Cash flows from operating activities:                                     |  |                               |            |                                |   |            |  
|Net loss                                                                  |  | $                             | (1,263,915 | )                              | $ | (6,965,901 | )
|Adjustments to reconcile net loss to cash used in
operating
  activities: |  |                               |            |                                |   |            |  
|Stock-based compensation expense                                          |  |                               | 162,382    |                                |   | 579,817    |  
|Common stock issued for services                                          |  |                               | 15,327     |                                |   | 42,500     |  
|Unrealized (gain) loss on short-term
investments                          |  |                               | (196,151   | )                              |   | 82,548     |  
|Depreciation expense                                                      |  |                               | 16,659     |                                |   | 7,701      |  
|Changes in operating assets and
liabilities:                              |  |                               |            |                                |   |            |  
|Accounts receivable                                                       |  |                               | 95,348     |                                |   | (4,517     | )
|Prepaid expenses and deposits                                             |  |                               | (418       | )                              |   | (355,614   | )
|Accounts payable                                                          |  |                               | (51,674    | )                              |   | 48,885     |  
|Accrued expenses                                                          |  |                               | (36,825    | )                              |   | (27,692    | )
|Unearned revenue                                                          |  |                               | (160,963   | )                              |   | 35,340     |  
|Other current liabilities                                                 |  |                               | (2,706     | )                              |   | (7,667     | )
|                                                                          |  |                               |            |                                |   |            |  
|Net
  cash used in operating activities                                   |  |                               | (1,422,936 | )                              |   | (6,564,600 | )
|                                                                          |  |                               |            |                                |   |            |  
|                                                                          |  |                               |            |                                |   |            |  
|Cash flows from investing activities:                                     |  |                               |            |                                |   |            |  
|Purchase of investments                                                   |  |                               | (28,826    | )                              |   | (122,842   | )
|Sale of investments                                                       |  |                               | 399,985    |                                |   | 843,082    |  
|Purchase of property and equipment                                        |  |                               | (20,524    | )                              |   | (21,739    | )
|                                                                          |  |                               |            |                                |   |            |  
|Net
  cash provided by investing activities                               |  |                               | 350,635    |                                |   | 698,501    |  
|                                                                          |  |                               |            |                                |   |            |  
|                                                                          |  |                               |            |                                |   |            |  
|Cash flows from financing activities:                                     |  |                               |            |                                |   |            |  
|Proceeds from issuance of common stock                                    |  |                               | 296,250    |                                |   | 2,342,000  |  
|Proceeds from redemption of warrants, net                                 |  |                               |           |                                |   | 2,720,947  |  
|Proceeds from exercise of options                                         |  |                               |           |                                |   | 11,000     |  
|                                                                          |  |                               |            |                                |   |            |  
|Net
  cash provided by financing activities                               |  |                               | 296,250    |                                |   | 5,073,947  |  
|                                                                          |  |                               |            |                                |   |            |  
|Decrease in cash and cash equivalents                                     |  |                               | (776,051   | )                              |   | (792,152   | )
|Cash and cash equivalents at beginning of period                          |  |                               | 1,035,637  |                                |   | 4,432,751  |  
|                                                                          |  |                               |            |                                |   |            |  
|                                                                          |  |                               |            |                                |   |            |  
|Cash and cash equivalents at end of period                                |  | $                             | 259,586    |                                | $ | 3,640,599  |  
|                                                                          |  |                               |            |                                |   |            |  

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

4

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DISABOOM, INC.

NOTES TO FINANCIAL STATEMENTS

Six months ended June 30, 2009(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Organization and basis of presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Disaboom,
  Inc. (the Company) was incorporated in the State of Colorado on September
  5, 2006 with the primary purpose of developing the first interactive online
  community dedicated to constantly improving the way Americans with
  disabilities or functional limitations live their lives. Our network of
  websites (the Disaboom Network) serves as a comprehensive online resource
  as well as a social media and publishing platform not only for people living
  with such conditions, but their immediate families and friends, caregivers,
  recreation and rehabilitation providers, employers, and other related
  communities. The activities of the Company in 2008 generally focused on the
  initial operational matters of an early stage company, including (i) the
  initial launch of the first fully operational version of our main website
  (www.disaboom.com), (ii) expanding the resources, services, product offerings
  and capabilities of our main website, social network and publishing platform,
  (iii) launching additional resources and services through related microsites
  and the Companys marketplace, (iv) integrating our main website and related
  microsites into the Disaboom Network, (v) driving internet traffic into the
  Disaboom Network, and (vi) beginning to generate traditional cost per mille
  (CPM) related advertising and sponsorship revenues, as well as directory
  services revenues.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the
  third and fourth calendar quarters of 2008, and through the period ended June
  30, 2009, the Company began, and continues to respond aggressively to
  recessionary economic conditions, the liquidity crisis, capital market
  volatility, and the general economic outlook, and their resultant adverse
  impact on the internet advertising industry. During the period ended June 30,
  2009 and through the filing date of this Form 10-Q, the Company continues to
  aggressively reduce and monitor its overall operating expenditures in
  response to general economic and internet advertising market conditions. We
  also continue to monitor and evaluate our business needs and resources on an
  ongoing basis, and may scale back in certain areas that are not deemed
  essential to the Companys near term success. Our objective is to balance
  investment in the Companys sales function and capabilities, as summarized
  herein, while conserving our financial resources to ensure we have sufficient
  liquidity to fund our planned business operations.                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the
  three and six month periods ended June 30, 2009, the Company recognized
  approximately $163,577 and $404,211 in revenues, and incurred net losses of
  approximately $534,679 and $1,263,915, respectively. During the three and six
  month periods ended June 30, 2008, the Company recognized approximately
  $141,355 and $191,215 in revenues, and incurred net losses of approximately
  $3,317,819 and $6,965,901 respectively. The ability to successfully generate
  future revenues is dependent on a number of factors, including (i) the
  availability of capital to continue to develop, operate and maintain the
  Disaboom Network, (ii) the ability to commercialize the Disaboom Network
  through advertising, sponsorship, and directory services sales, as well as
  partnerships with other organizations within and outside the disability
  industry, and (iii) the ability to attract and retain visitors to the
  Disaboom Network. There can be no assurance that the Company will not
  encounter setbacks related to these activities.                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The balance
  sheet as of June 30, 2009, and the statements of operations and cash flows
  for the three and six month periods ended June 30, 2009 and 2008,
  respectively, have been prepared by the Company and have not been audited. In
  the opinion of management, all adjustments, consisting only of normal
  recurring adjustments necessary to present fairly the financial position,
  results of operations and cash flows at June 30, 2009 and for all periods
  presented have been appropriately made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Certain
  information and footnote disclosures normally included in financial
  statements prepared in accordance with accounting principles generally
  accepted in the United States of America (GAAP) have been condensed or
  omitted. It is suggested that these financial statements be read in
  conjunction with the financial statements and notes  thereto included in the Companys 2008 Annual Report on Form
  10-K. The results of operations for interim periods presented are not
  necessarily indicative of the operating results for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

5

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | To date, the
  Company has in large part relied on equity financing to fund its operations.
  In February and March 2009, the Company raised additional equity funds
  through a private placement (Note 3). Management currently projects that 2009
  expected revenue growth, plus the equity funds raised in March 2009, will
  provide sufficient funds to meet cash flow needs into but not through our
  fourth fiscal quarter. However, management cannot provide any assurance that
  the projections will prove accurate or that unexpected liquidity needs will
  not arise. As such, the Company will likely need to attempt to raise outside
  capital through either debt or equity financing during the 2009 fiscal year
  to fund our operations. Management and the Board of Directors monitor the
  Companys financial resources on an ongoing basis and may adjust planned
  business activities and operations as needed to ensure we have sufficient
  operating capital.                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The December
  31, 2008 balance sheet was derived from the Companys December 31, 2008
  audited financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Summary of significant accounting policies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Revenue recognition:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | During the
  six months ended June 30, 2009, the Company received revenue primarily
  through the sale of its portfolio of traditional and new media advertising products
  on its flagship website Disaboom.com, and related microsites DisaboomJobs.com
  and Lovebyrd.com, as well as from the sale of various directory services
  products related to the Marketplace section of the Companys main website.
  Advertising revenue comprised 97% of the Companys total revenue. Advertising
  revenue and directory services revenues are recognized ratably over the
  period in which it is delivered and earned primarily through (1) the
  development and release of sponsor advertisements, landing pages, features,
  and channels on the Disaboom Network, (2) the delivery of advertising
  impressions by recognized and independent third party vendors, and (3) the
  publication and availability of business listings and other directory service
  products in the Companys Marketplace. The Company has agreements ranging in
  term from one month test agreements to twelve month advertising, sponsorship
  and marketplace directory services agreements. At June 30, 2009, unearned
  revenue of $132,644 represents amounts received under advertising contracts
  for which the advertisements or directory services products have not yet been
  presented or fully delivered.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Cash and cash equivalents:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company
  considers all highly liquid investments with original maturities of three
  months or less at date of purchase to be cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Short-term investments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Short-term
  investments consist of mutual funds. The Company accounts for short-term
  marketable securities in accordance with SFAS 115, Accounting for Certain Investments in Debt and
  Equity Securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Marketable
  securities are classified as trading securities, as the Company expects to
  use these funds for operating purposes within the next year. Trading
  securities are reported at fair market value and unrealized gains and losses
  are included in earnings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company
  currently maintains a bank account through Cambridge Investment Research
  Advisors, Inc. Through this account the Company invests a portion of its cash
  in short term commercial notes that are highly liquid and traditionally very
  low risk. However, the current credit crisis in the United States has
  continued from 2008 into 2009 and capital market conditions remain highly
  volatile.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

6

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Use of estimates in financial statement preparation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 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 financial statements, and the reported amounts of revenues and
  expenses during the reporting periods. Actual results could differ from these
  estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Accounts receivable:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Accounts
  receivable are recorded at their face amount less an allowance for doubtful
  accounts. The allowance for doubtful accounts reflects managements best
  estimate of probable losses in the accounts receivable balance. Management
  determines the allowance based on known troubled accounts, historical
  experience, and other currently available evidence. The allowance for
  doubtful accounts was $10,000 at June 30, 2009 and December 31, 2008. The
  Company generally does not require collateral from its customers. At June 30,
  2009, three customers accounted for 23%, 13%, and 6% of the outstanding
  accounts receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Website development costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The Company
  has adopted the provisions of Financial Accounting Standards Board (FASB)
  Emerging Issues Task Force (EITF) 00-2, Accounting
  for Web Site Development Costs, which specifies the appropriate
  accounting for costs incurred in connection with the development and
  maintenance of web sites. Under EITF 00-2, costs related to certain web site
  development activities are expensed as incurred (such as planning and
  operating stage activities). Costs relating to certain website application
  and infrastructure development are generally capitalized, and are amortized
  over their estimated useful life. Based upon the Companys product
  development process and constant modification of the Companys website, costs
  incurred by the Company during the application development stage have been
  insignificant. Therefore, through June 30, 2009, the Company has expensed all
  significant website development costs as these costs primarily related to
  planning and operational activities. For the three and six months ended June
  30, 2009 and 2008, website development costs of approximately $1,500,
  $73,000, $1,500 and $84,000 respectively, were expensed.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Property and equipment:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Property and
  equipment are stated at cost. Depreciation is calculated using the
  straight-line method over the estimated useful lives of the assets. Upon
  retirement or disposal of assets, the accounts are relieved of cost and
  accumulated depreciations and related gain or loss is reflected in earnings.
  The useful lives are generally as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |                                                    |          
| | -------------------------------------------------- | ---------
| | Furniture
  and fixtures                           | 3-5 years
| | Computer
  software, hardware and office equipment | 3-5 years

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Expenditures
  for maintenance, repair and renewals of minor items are charged to expense as
  incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Stock-based compensation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The Company
  accounts for stock options and similar equity instruments in accordance with
  SFAS No. 123(R), Share-Based Payment.
  SFAS 123(R) requires the recognition of the cost of employee services
  received in exchange for an award of equity instruments in the financial
  statements and is measured based on the grant date fair value of the award.
  SFAS 123(R) also requires the stock option compensation expense to be
  recognized over the period during which an employee is required to provide
  service in exchange for the award (usually the vesting period).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The Board of
  Directors has adopted the 2006 Stock Option Plan (the 2006 Plan). The 2006
  Plan authorizes the Board of Directors to grant stock bonuses or stock
  options to purchase shares of the Companys common stock to employees,
  officers, directors and consultants. Options granted under the 2006 Plan may
  be either incentive stock options or non-qualified stock options. The
  aggregate number of shares of common stock as to which options and bonuses
  may be granted under the 2006 Plan cannot exceed 7,000,000.                                           

7

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On September
  16, 2008 the Board of Directors adopted the 2008 Stock Option Plan (the 2008
  Plan) and reserved 3,000,000 shares under the 2008 Plan. During the six
  months ended June 30, 2009 the Company granted stock options to purchase
  82,500 shares under the 2008 Plan, at a weighted average price of $0.16 per
  share. The options are subject to various vesting schedules and are
  exercisable through various dates, the latest of which is in 2015.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | The weighted
  average fair value of stock options granted during the six months ended June
  30, 2009 was estimated to be $0.16 per option. The Company used the following
  assumptions to determine the fair value of stock option grants during the six
  months ended June 30, 2009 and 2008:                                                                                                                                                                         

|                        |  |      |             |      |  |           |  
|----------------------- |  | ---- | ----------- | ---- |  | --------- | -
|                        |  | 2009 |             | 2008 | 
|                        |  |      |             |      | 
|Expected term (years)   |  |      | 3           |      |  | 2.25-4    |  
|Volatility              |  |      | 72          | %    |  | 69-85     | %
|Risk-free interest rate |  |      | 1.05 - 1.14 | %    |  | 1.87-3.73 | %
|Dividend yield          |  |      | 0           | %    |  | 0         | %

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The expected
  term of stock options represents the period of time that the stock options
  granted are expected to be outstanding and was calculated using the
  simplified method per the guidance of SAB 107 Share Based Payment (SAB
  107) for plain vanilla options. The expected volatility is based on the
  historical price volatility of the common stock of similar companies in the
  internet industry. The risk-free interest rate represents the U.S. Treasury
  bill rate for the expected term of the related stock options. The dividend
  yield represents the anticipated cash dividend over the expected term of the
  options.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Summary of
  stock option activity for the six months ended June 30, 2009 is presented
  below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                                 |  |                       |           |                                       |   |                                                             |  |                                  |      |  |   |   | 
|-------------------------------- |  | --------------------- | --------- | ------------------------------------- | - | ----------------------------------------------------------- |  | -------------------------------- | ---- |  | - | - | 
|                                 |  | Shares
  Under Option |           | Weighted
  Average
  Exercise
  Price |   | Weighted
  Average
  Remaining
  Contractual
  Life (Years) |  | Aggregate
  
  Intrinsic
  Value |     
|                                 |  |                       |           |                                       |   |                                                             |  |                                  |     
|Outstanding at January 1,
  2009 |  |                       | 7,597,750 |                                       | $ | 0.44                                                        |  |                                  |      |  |   |   | 
|                                 |  |                       |           |                                       |   |                                                             |  |                                  |      |  |   |   | 
|Granted                          |  |                       | 82,500    |                                       | $ | 0.18                                                        |  |                                  |      |  |   |   | 
|Exercised                        |  |                       |          |                                       | $ |                                                            |  |                                  |      |  |   |   | 
|Expired                          |  |                       | (13,750   | )                                     | $ | 0.49                                                        |  |                                  |      |  |   |   | 
|Forfeited                        |  |                       | (257,375  | )                                     | $ | 0.70                                                        |  |                                  |      |  |   |   | 
|                                 |  |                       |           |                                       |   |                                                             |  |                                  |      |  |   |   | 
|Outstanding at June 30,
  2009   |  |                       | 7,409,125 |                                       | $ | 0.35                                                        |  |                                  | 3.98 |  | $ |  | 
|                                 |  |                       |           |                                       |   |                                                             |  |                                  |      |  |   |   | 
|                                 |  |                       |           |                                       |   |                                                             |  |                                  |      |  |   |   | 
|Vested at June 30, 2009          |  |                       | 3,373,038 |                                       | $ | 0.45                                                        |  |                                  | 3.57 |  | $ |  | 
|                                 |  |                       |           |                                       |   |                                                             |  |                                  |      |  |   |   | 

| |                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------
| | During the
  three and six months ended June 30, 2009, compensation expense of $71,143 and
  $162,382 was recorded.                  
| |                                                                                                                                      
| | A summary of
  the status of the Companys non-vested options as of and for the six months
  ended June 30, 2009, is presented below.

8

---



|                              |  |                                   |           |                                               |   |      | 
|----------------------------- |  | --------------------------------- | --------- | --------------------------------------------- | - | ---- | 
|                              |  | Nonvested
  Shares
  Under Option |           | Weighted
  Average 
  Grant Date
  Fair Value |  
|                              |  |                                   |           |                                               |  
|Outstanding January 1,
  2009 |  |                                   | 5,089,087 |                                               | $ | 0.20 | 
|Granted                       |  |                                   | 82,500    |                                               | $ | 0.18 | 
|Vested                        |  |                                   | (864,375  | )                                             | $ | 0.45 | 
|Expired                       |  |                                   | (13,750   | )                                             | $ | 0.49 | 
|Forfeited                     |  |                                   | (257,375  | )                                             | $ | 0.70 | 
|                              |  |                                   |           |                                               |   |      | 
|Nonvested at June 30, 2009    |  |                                   | 4,036,087 |                                               | $ | 0.27 | 
|                              |  |                                   |           |                                               |   |      | 

As of June 30,
2009, the Company had $237,938 of unrecognized compensation cost related to
stock options that will be recognized over a weighted average period of
approximately 2.5 years.

Loss per share:

The Company
computes net earnings (loss) per share in accordance with SFAS No. 128,
Earnings per Share, which establishes standards for computing and presenting
net earnings (loss) per share. Basic earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding and the number of dilutive potential common share equivalents
during the period. Stock options and warrants are not considered in the
calculation, as the impact of potential common shares (16,877,000 at June 30,
2009 and 14,681,090 at June 30, 2008) would be to decrease loss per share.
Therefore, diluted loss per share is equivalent to basic loss per share.

Fair Value

The carrying
amount of cash and cash equivalents, short-term investments,  accounts receivable, and accounts payable
is deemed to approximate fair value due to the immediate or short-term maturity
of these financial instruments.

The Company
adopted SFAS No. 157, Fair Value
Measurements (SFAS 157) on January 1, 2008. SFAS 157 defines fair
value, establishes a framework for measuring fair value, establishes a fair
value hierarchy based on the quality of inputs used to measure fair value and
enhances disclosure requirements for fair value measurements.

SFAS 157
defines fair value as the price that would be received to sell an asset or pay
to transfer a liability in an orderly transaction between market participants
at the measurement date. Additionally, SFAS 157 requires the use of valuation
techniques that maximize the use of observable inputs and minimize the use of
unobservable inputs. These inputs are prioritized below:

| |                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Level 1:Observable inputs such as quoted
  market prices in active markets for identical assets or liabilities, such as
  the Companys equity securities reflected in the table below.
| |                                                                                                                                                                                        
| | Level 2:Observable market-based inputs or
  unobservable inputs that are corroborated by market data.                                                                                  
| |                                                                                                                                                                                        
| | Level 3:Unobservable inputs for which there
  is little or no market data, which require the use of the reporting entitys
  own assumptions.                                          

The following
table sets forth the Companys financial assets measured at fair value by level
within the fair value hierarchy. As required by FAS 157, assets are classified
in their entirety based on the lowest level of input that is significant to the
fair value measurement. The Company did not have any Level 3 financial assets
as of  June 30, 2009.

9

---



|                       |  |       |         |         |  |         | 
|---------------------- |  | ----- | ------- | ------- |  | ------- | 
|                       |  | Total |         | Level
1 | 
|                       |  |       |         |         | 
|Assets:                |  |       |         |         |  |         | 
|Cash equivalents       |  |       | 20,282  |         |  | 20,282  | 
|Short-term investments |  |       | 741,031 |         |  | 741,031 | 
|                       |  |       |         |         |  |         | 
|                       |  |       | 761,313 |         |  | 761,313 | 

Effective
January 1, 2008, the Company also adopted SFAS No. 159, The Fair Value Option for Financial Assets and
Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115,
which allows an entity to choose to measure certain financial instruments and
liabilities at fair value on a contract-by-contract basis. Subsequent fair
value measurement for the financial instruments and liabilities an entity
chooses to measure will be recognized in earnings. As of June 30, 2009`, the
Company did not elect such option for our financial instruments and
liabilities.

Recent pronouncements:

In April 2009,
the FASB issued FSP SFAS 107-1 and APB 28-1, Interim Disclosures about Fair
Value of Financial Instruments, or FSP 107-1, which will require that the fair
value disclosures required for all financial instruments within the scope of
SFAS 107, Disclosures about Fair Value of Financial Instruments, be included
in interim financial statements. This FSP also requires entities to disclose
the method and significant assumptions used to estimate the fair value of
financial instruments on an interim and annual basis and to highlight any
changes from prior periods. FSP 107-1 is effective beginning with this interim
period ended June 30, 2009. The adoption of FSP 107-1 did not have a material
impact on the Companys statements.

In September
2006, the FASB issued Statement of Financial Accounting Standard (SFAS) No.
157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 establishes a common
definition for fair value to be applied to U.S. GAAP requiring use of fair
value, establishes a framework for measuring fair value, and expands disclosure
about such fair value measurements. SFAS No. 157 is effective for financial
assets and financial liabilities for fiscal years beginning after November 15,
2007. Issued in February 2008, FSP 157-1 Application of FASB Statement No. 157
to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair
Value Measurements for Purposes of Lease Classification or Measurement under
Statement 13 removed leasing transactions accounted for under Statement 13 and
related guidance from the scope of SFAS No. 157. FSP 157-2 Partial Deferral of
the Effective Date of Statement 157 (FSP 157-2), deferred the effective date
of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities to
fiscal years beginning after November 15, 2008.

In October
2008, the FASB issued FSP 157-3 Determining Fair Value of a Financial Asset in
a Market That is Not Active (FSP 157-3). FSP 157-3 clarified the application
of SFAS No. 157 in an inactive market. It demonstrated how the fair value of a
financial asset is determined when the market for that financial asset is
inactive. FSP 157-3 was effective upon issuance, including prior periods for
which financial statements had not been issued.

In April 2009,
the FASB issued FSP FAS 157-4, Determining Whether a Market Is Not Active and
a Transaction Is Not Distressed (FSP 157-4). FSP 157-4 provides additional guidance
on factors to consider in estimating fair value when there has been a
significant decrease in market activity for a financial asset. FSP 157-4 is
effective beginning with this interim period ended June 30, 2009. The adoption
of this standard did not have a material impact on the Companys financial
statements.

10

---



In June 2009,
the FASB approved its Accounting Standards Codification (Codification) as the
single source of authoritative United States accounting and reporting standards
applicable for all non-governmental entities, with the exception of the SEC and
its staff. The Codification which changes the referencing of financial
statements is effective for interim or annual periods ending after September
15, 2009. Therefore in the third quarter of fiscal year 2009, all references
made to US GAAP will use the new Codification numbering system prescribed by
the FASB. As the codification is not intended to change or alter existing US
GAAP, it is not expected to have any impact on the Companys financial position
or results of operations, upon adoption.

Effective
April 1, 2009, certain of the Companys employees, including the person serving
as the Companys Chief Executive Officer, President and Chief Financial
Officer, agreed to receive restricted shares of Company common stock, for
services rendered to the Company, in lieu of receiving a portion of their
salary. The total amount of salary foregone by all of the employees as a whole
on a monthly basis is approximately $5,200. The number of shares to be issued
to each employee on a monthly basis will be determined based upon the amount of
monthly salary foregone by each employee, an average share price of the
Companys common stock, and a market based discount to compensate for the
restricted nature of the stock grant. Each employee who has or will receive
restricted shares has entered into a Compensation & Subscription Agreement
for the period beginning on April 1, 2009, and ending no later than December
31, 2009 (Note 3).

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Shareholders equity:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On March 19,
  2009, the Company closed on $296,250 in gross proceeds under a private
  placement. In the closing, the Company issued a total of 1,850,000 shares of
  common stock at a price of $0.15 per share. The shares were issued in
  reliance on Section 4(2) of the Securities Act of 1933, as amended, and Rule
  506 promulgated thereunder, and the offering was made to accredited investors
  only. The Company is to issue an additional 125,000 shares upon receipt of
  certain documents. No commissions or other remuneration were paid in
  connection with these issuances.                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the
  three months ended June 30, 2009 the Company issued a total of 255,138 shares
  of common stock for services rendered by employees in lieu of receiving a
  portion of their salary. The Company recorded the compensation expense of
  $15,327 based on the market price of the common stock issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | Significant agreements and subsequent events:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On March 31,
  2009 the Company and its former Chief Executive Officer mutually agreed to terminate
  a $5,000 per month consulting agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On March 1,
  2009, the Company terminated a Master Services Agreement with a third party
  vendor, dated January 3, 2008, for hosting and database management services.
  The Master Services Agreement was terminated primarily in conjunction with
  the Companys ongoing initiative to dramatically reduce its cost structure in
  light of general economic conditions, as well as to transition certain
  outsourced services to an in-house environment. The remaining financial
  obligation under the Master Services Agreement at the time of termination was
  approximately $150,000. On April 8, 2009 the Company and the third party
  vendor entered into a mutual settlement agreement and release whereby the
  Company paid to the third party vendor $75,000.                                                                                                                                                                                                                    
|   | Effective
  April 1, 2009, certain of the Companys employees, including the person
  serving as the Companys Chief Executive Officer, President and Chief
  Financial Officer, agreed to receive restricted shares of Company common
  stock, for services rendered to the Company, in lieu of receiving a portion
  of their salary. The total amount of salary foregone by all of the employees
  as a whole on a monthly basis is approximately $5,200. The number of shares
  to be issued to each employee on a monthly basis will be determined based
  upon the amount of monthly salary foregone by each employee, an average share
  price of the Companys common stock, and a market based discount to
  compensate for the restricted nature of the stock grant. Each employee who
  has or will receive restricted shares has entered into a Compensation &
  Subscription Agreement for the period beginning on April 1, 2009, and ending
  no later than December 31, 2009 (Note 3).

11

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | On May 12,
  2009 the Company and the Companys former Executive Director of Content and
  Chief Medical Officer mutually agreed to terminate the terms and obligations
  of his three year employment agreement with the Company. Although he is no
  longer serving as the Companys Executive Director of Content and Chief
  Medical Officer, he is now serving as the Companys Chairman of the Board of
  Directors, as well as its Chief Medical Adviser. The Company and the former
  Executive Director of Content and the Chief Medical Officer agreed that
  certain restrictive covenants imposed on him and the Companys
  indemnification obligations, as set forth in his employment agreement,
  continue to be in force and effect, and agreed to pay him severance equal to
  approximately eight months of his then current annual salary.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Effective
  July 2, 2009 the Company entered into a Redemption and Lock-Up Agreement with
  its former Chairman and Chief Executive Officer who is a significant Company
  shareholder and previously owned approximately 15.5% (now approximately 5%)
 of our outstanding common stock.
  Pursuant to the agreement the Company purchased 5 million shares of Company
  common stock in consideration for $200,000. As part of the agreement, the
  Companys former Chairman and Chief Executive Officer agreed that for a
  period of fourteen months he will not engage in certain transactions with
  respect to his remaining shares of Company common stock (approximately 2.1
  million shares), such as sell, pledge, lend or otherwise dispose of his
  remaining shares without receiving prior Company consent. The Company
  purchased the shares in order to make the shares available for other
  corporate purposes. If the Board of Directors deems it advisable and
  appropriate for the Company to issue additional shares of its common stock
  the Company believes that having the shares available for issuance is in the
  Companys, and its shareholders, best interest in that any such issuances
  will now cause less dilution to the Companys existing shareholders.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company
  evaluated events through August 14, 2009 for consideration of a subsequent
  event to be included in its June 30, 2009 financial statements, issued August
  14, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | Income taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | No income
  tax benefit was recorded for any of the periods presented, as management was
  unable to conclude that it was more likely than not that the income tax
  benefit would be realized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Tax
  Reform Act of 1986 contains provisions that limit the utilization of net
  operating loss and tax credit carryforwards if there has been a change of
  ownership as described in Section 382 of the Internal Revenue Code. Such an
  analysis has not been performed by the Company to determine the impact of
  these provisions on the Companys net operating losses. A limitation under
  these provisions would reduce the amount of losses available to offset future
  taxable income of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | Commitments and contingencies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On May 12,
  2009, the Company entered into a new lease agreement for its existing
  administrative offices under a non-cancellable operating lease that commences
  on August 1, 2009, and expires on October 31, 2012. The new lease agreement
  cancels the Companys obligation to pay rent for the duration of the term of
  the Lease Agreement entered into on July 8, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

12

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| |                                        
| | ---------------------------------------
| | Future lease
  payments are as follows:

|                          |  |  |  |  |  |         | 
|------------------------- |  |  |  |  |  | ------- | 
|2009 (remaining 6 months) |  |  |  |  |  | 55,712  | 
|2010                      |  |  |  |  |  | 119,579 | 
|2011                      |  |  |  |  |  | 133,458 | 
|2012                      |  |  |  |  |  | 117,443 | 
|                          |  |  |  |  |  |         | 
|Total                     |  |  |  |  |  | 426,192 | 
|                          |  |  |  |  |  |         | 

The Company is
involved in various claims and assessments arising in the ordinary course of
business. In the opinion of management, the eventual disposition of these
matters will not have a material adverse effect in the financial statements.

13

---



ITEM 2. Managements Discussion and Analysis
of Financial Condition and Results of Operations.

Cautionary
Statement about Forward-Looking Statements

This
Form 10-Q contains forward-looking statements regarding future events and the
Companys future results that are subject to the safe harbors created under the
Securities Act of 1933 (the Securities Act) and the Securities Exchange Act
of 1934 (the Exchange Act). These statements are based on current
expectations, estimates, forecasts, and projections about the industry in which
the Company operates and the beliefs and assumptions of the Companys
management. Words such as expects, anticipates, targets, goals,
projects, intends, plans, believes, seeks, estimates,
continues,
may, variations of such words, and similar expressions are intended to
identify such forward-looking statements. In addition, any statements that
refer to projections of the Companys future financial performance, the
continuing development of the Companys website, the prospects for selling
advertising on the website and new visitors and visitor page views related to
advertising agreements, the Companys anticipated growth and potentials in its
business, and other characterizations of future events or circumstances are
forward-looking statements. Readers are cautioned that these forward-looking
statements are only predictions and are subject to risks, uncertainties, and
assumptions that are difficult to predict, including those identified under
Risk Factors in our Form 10-K for the year ended December 31, 2008.
Therefore, actual results may differ materially and adversely from those
expressed in any forward-looking statements.

The
Company is under no duty to update any of these forward-looking statements
after the date of this report. You should not place undue reliance on these
forward-looking statements.

Plan of Operation

About
the Company

We
were incorporated in the State of Colorado on September 5, 2006 with the
primary purpose of developing the first interactive online community dedicated
to constantly improving the way Americans with disabilities or functional
limitations live their lives. Our network of websites (the Disaboom Network)
serves as a comprehensive online resource as well as a social media and
publishing platform not only for people living with such conditions, but their
immediate families and friends, caregivers, recreation and rehabilitation
providers, employers, and other related communities. Our headquarters are
located in the metropolitan area of Denver, Colorado.

The
Company released the first fully operational version of our main website
(www.disaboom.com) on January 24, 2008. On October 9, 2007, the Company
acquired an online dating and social networking website with the domain name
Lovebyrd.com, and re-branded Lovebyrd.com in the quarter ended March 31, 2008 as
a related website of Disaboom.com. On February 1, 2008 the Company launched a
website with the domain name DisaboomJobs.com, which is the first website
dedicated to providing employment-related resources and services to the
disability community and their employers who are actively trying to create a
more inclusive workforce. On July 31, 2009, the Company announced the launch of
its redesigned DisaboomJobs.com website. The Companys main website and related
microsites for employment-related resources and services, as well as dating,
are collectively referred to herein as the Disaboom Network.

There
are more than 54 million American adults living with disabilities or functional
limitations today in the United States alone, and over 650 million worldwide.
We believe Disaboom offers a new solution to the difficulties faced by this
traditionally underserved market. Persons living with disabilities or
functional limitations have unique needs, as do the people in their lives who
are directly affected by such disabilities or functional limitations.

We
promote the trademarked name of our website, Disaboom.com, and related
microsites DisaboomJobs.com and Lovebyrd.com, by primarily implementing a
combination of search engine optimization and search engine marketing
(SEO/SEM) advertising campaigns, as well as organic and social marketing
campaigns, intended to encourage people to visit our sites. We believe that
with the present absence of a comprehensive, community-oriented network of
websites specifically for people living with or directly affected by
disabilities or functional limitations, this traditionally underserved target
audience will visit and participate in our community, and contribute to its
growth and success.

14

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Summary of Activities to Date

The
activities of the Company in 2008 generally focused on the initial operational
matters of an early stage internet company, including (i) the initial launch of
the first fully operational version of our main website (www.disaboom.com)
on January 24, 2008, (ii) launching additional resources and services through
related microsites and the Companys marketplace, (iii) integrating our main
website and related microsites into the Disaboom Network, (iv) driving internet
traffic into the Disaboom Network, and (v) beginning to generate traditional
cost per mille (CPM) related advertising and sponsorship revenues, as well as
directory services revenues.

During
the third and fourth calendar quarters of 2008, and through the period ended
June 30, 2009, the Company began and continues today to respond aggressively to
recessionary economic conditions, the liquidity crisis, capital market
volatility, and the general economic outlook (collectively, general economic
conditions), and their resultant adverse impact on the internet advertising
industry. During the period ended June 30, 2009 and through the filing date of
this Form 10-Q, the Company continues to aggressively reduce and monitor our
overall operating expenditures in response to general economic and internet
advertising market conditions. We also continue to monitor and evaluate our
business needs and resources on an ongoing basis, and may scale back in certain
areas that are not deemed essential to the Companys near term success. Our
objective is to balance investment in the Companys sales function and
capabilities, as summarized herein, while conserving our financial resources to
ensure we have sufficient liquidity to fund our planned business operations.

Business
Changes and Business Progress in the Context of General Economic Conditions

Market
growth of traditional static banner and display advertising products in several
online advertising market sectors has slowed considerably, and some sectors experienced
negative growth during the third and fourth calendar quarters of 2008, and
through at least through the second quarter of 2009. This was due in particular
to the general economic conditions. Online advertising market growth has also
generally slowed due to online advertising pricing declines resulting from
increased competition among numerous websites for advertisers to choose from.
However, market growth related to niche website advertising which is directed
at a specific target audience such as Disaboom, as well as new media online
advertising, is anticipated to recover more quickly than general website
advertising and traditional advertising products as economic conditions begin
to improve.

Beginning
in September 2008, the Company, with the full support of its Board of
Directors, aggressively responded to dramatically changing economic, capital
market, and internet advertising conditions. The Company appointed new
leadership, restructured its management team and employee base, and dramatically
reduced its overall cost structure to reflect these new realities  while at
the same time launching a series of initiatives designed to enhance its future
growth and drive to profitability. Since the third calendar quarter of 2008,
the Company has realized the following financial results and launched the
following business initiatives:

| |   |                                                                                                                                                                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Average
  monthly cash operating expenditures for the quarter ended June 30, 2008 were
  $1,546,206; average monthly cash operating expenditures for the most recent
  quarter ended June 30, 2009 were $244,162, a decrease of 84 percent.                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                          
| |  | There were
  63 full-time employees during the month of August 2008, and only 20 full-time
  employees as of June 30, 2009, a decrease of 68 percent.                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                          
| |  | There were a
  number of outsourced third party vendor services relationships as of August
  2008; the Company has aggressively restructured its operations, terminated
  almost all of its third party vendor services relationships, and performs the
  necessary core functions in-house as of June 30, 2009.                                         
| |   |                                                                                                                                                                                                                                                                                                                                                          
| |  | Unique
  visitors to the Disaboom Network during the month of August 2008 were
  approximately 285,000; there were approximately 1,345,000 unique visitors
  during the month of June 2009, an increase of 370 percent.                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                          
| |  | Beginning in
  December 2008, the Company launched a new sales initiative, and began to
  hire, train, and develop online sales executives on a very limited basis; for
  the quarters ended December 31, 2008, March 31, 2009, and June 30, 2009,
  sales related to this initiative were approximately $33,000, $141,000, and
  $230,000, respectively.
| |   |                                                                                                                                                                                                                                                                                                                                                          
| |  | There were
  three groups of standard products available for sale to advertisers as of
  August 2008; there are four groups of standard products, as well as 10
  additional individual products, available for sale to advertisers as of June
  30, 2009.                                                                                               

15

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Beginning in
  the quarter ended June 30, 2009, the Company launched a comprehensive
  initiative involving the entire redesign of its enterprise technology,
  including its enterprise framework, social media applications, and web assets
  (i.e., websites); the primary objective of the redesign initiative is to
  dramatically enhance the user experience by simplifying navigation and
  substantially increasing site speed.

Focus
Going Forward

Our
focus through the quarter ending September 30, 2009 and the remainder of 2009
will likely continue to be:

(i)
the continued growth of our new customer sales, existing customer renewals, and
cash collections, as well as the proactive management of our total cash
operating expenditures, with the aim of ultimately achieving the status of cash
flow positive in our business operations in late 2009;

(ii)
the completion of the comprehensive initiative involving the entire redesign of
the Companys enterprise technology, including its enterprise framework, social
media applications, and web assets (i.e., websites) summarized above;

(iii) the identification and pursuit of targeted traffic and growth opportunities
related to the Disaboom Network, (including the redesign of our website
Disaboom.com), our social media and publishing platform, through various search
engine, social media, social networking, business development and partnership
initiatives, and other activities; and

(iv)
the ongoing development and evolution of resources, products and services
related to the Disaboom Network, our social media and publishing platform, our
user community, and our customers.

Ultimately,
the features and products offered through the Disaboom Network that we will
focus our time and resources to, may change due to general economic and
internet advertising market conditions and as a result of which generates the
best revenue and cash flow opportunities for the Company.

We
believe that the greater the awareness in the marketplace of the Disaboom
Network, our community and brand, and our social media and publishing platform,
the greater the amount of market penetration, organic traffic, advertising
product opportunities and billable revenue we will experience and capitalize
upon.

Results of Operations:

During
the three months ended June 30, 2009, our revenues increased 16% to $163,577
from $141,355 during the six months ended June 30, 2008. During the six months
ended June 30, 2009 our revenues increased 111% to $404,211 from $191,215 during
the six months ended June 30, 2008. While the level of these increases were
adversely impacted by general economic conditions and certain limitations with
the Companys existing website, revenues for the three and six months ended
June 30, 2008 were generated under a dramatically higher cost structure than
currently exists at the Company. The revenue increases were driven by the
Companys ability to surpass the important customer credibility milestones of
receiving one million monthly unique visitors and having a fully operational
main website for at least one year, and  being able to demonstrate
steadily improving or otherwise above industry average advertiser results and
customer testimonials as their campaigns have been optimized throughout the
terms of their agreements.

During
the three months ended June 30, 2009, our net loss decreased 84% to $534,679,
from $3,317,819 during the three months ended June 30, 2008. During the six
months ended June 30, 2009 our net loss decreased 82% to $1,263,915 from
$6,965,901. These decreases were primarily a result of the Companys ongoing
initiative to dramatically reduce its cost structure in light of general
economic conditions, without impairing its core operating capabilities. This
includes significant reductions in headcount as the Company eliminated various
positions and initiatives not deemed essential to its 2009 success, the elimination
of several Marketplace sales personnel, and transitioning from a variety of
third party outsourced vendor services to an in-house environment as summarized
above. Average monthly cash operating expenditures for the quarter ended June
30, 2008 were $1,546,206; average monthly cash operating expenditures for the
quarter ended June 30, 2009 were $244,162, a decrease of 84%. June 2009 monthly
cash operating expenditures were approximately $200,000.

16

---



As
of June 30, 2008, the Company had 35 full time and 6 part time employees, and
outsourced all of its design, software development, and marketing efforts
related to the online brand building and launches of its main and employment
related websites. The Company also maintained various third party outsourced
vendor services relationships to include public relations, content, as well as
hosting and database management. As of June 30, 2009, the Company had 20 full
time employees, 3 part time employees, and minimal outsourced third party
vendor services relationships. The reduction in staff contributed to our
reduction in expenses for June 30, 2009.

Liquidity and Capital Resources

As
of June 30, 2009 we had working capital of $746,706 as compared to working
capital $1,540,527 as of December 31, 2008. At June 30, 2009 we had current
assets of $1,262,180, including $259,586 in cash and cash equivalents, and
$741,031 in short-term investments. Our working capital and current assets
decreased from March 31, 2009 as during the six month period ended June 30,
2009 we primarily funded our operations from our resources on-hand. While we
earned revenues during the quarter ended June 30, 2009, these revenues were not
sufficient to cover our expenditures.

With
our projected sales, operations and expenditures we expect that our current
financial resources are sufficient to fund our operations into the fourth
calendar quarter of 2009. We expect that during fiscal 2009 we will need to
raise additional funds through equity or debt financing to continue to fund our
current and pla nned business operations. Current conditions in the global and
financial markets have currently limited the availability of these resources.
We cannot assure you that capital will be available on reasonable terms, if at all.
Therefore, the inability to raise additional funds, either through equity or
debt financing could materially impair our ability to generate revenues, or
continue our current business operations.

17

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ITEM 4T. Controls and Procedures.

a. Disclosure
Controls

As
of June 30, 2009, we have carried out an evaluation under the supervision of,
and with the participation of our Chief Executive and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 13a-15(e) under the Securities and Exchange Act of
1934, as amended. Based on the evaluation as of June 30, 2009, our Chief
Executive and Chief Financial Officer has concluded that our disclosure
controls and procedures (as defined in Rule 13a-15(e)) under the Securities
Exchange Act of 1934) were effective.

Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to our management, including our principal
executive officer and our principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.

b. Changes
in Internal Control Over Financial Reporting

There
was no change in the Companys internal control over financial reporting that
occurred during the fiscal quarter to which this report relates that has
materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.

18

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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

ITEM 1A. Risk Factors

There
have been no material changes to the information included in risk factors set
forth in our Annual Report on Form 10-K for the year ended December 31, 2008.

ITEM 2. Unregistered Sale of Equity
Securities and Use of Proceeds

The
following sets forth the information required by Item 701 of Regulation S-K
with respect to the unregistered sale of equity securities that occurred during
the quarter or subsequently and not previously reported in our quarterly report
on form 10-Q for the quarter ended March 31, 2009.

On
April 30, 2009, the Company issued a total of 98,250 shares of common stock
share to certain employees of the Company for services rendered, in lieu of
receiving $5,109 in compensation. The number of shares issued to each employee
was determined based upon the amount of monthly salary foregone by each
employee. An average share price of the Companys common stock and market based
discount to compensate for the restricted nature of the stock. As such, the
Company did not receive cash consideration for the shares, instead the shares
were issued in consideration for services. We relied on the exemption from
registration provided by sections 4(2) and 4(6) under the Securities Act of
1933 for the issuance of common stock to one employee(being our President and
accredited investor). Further, we relied on the exemption from registration
provided by section 4(2) under the Securities Act of 1933 for the issuance of
common stock to the other employees because we: (i) did not engage in any
public advertising or general solicitation in connection with the issuance:
(ii) made available to each recipient disclosure regarding all aspects of our
business including our reports filed with the SEC and our press releases, and
other financial business and corporate information, and (iii) believed that for
each issuance the recipient obtained all information regarding the Company he
or she requested (or believed appropriate) and received answers to all
questions he or she (and their advisors) posed, and otherwise understood the
risks of accepting our securities for investment purposes. No commissions or
other remuneration was paid in connection with these issuances.

On May 31,
2009, the Company issued a total of 71,454 shares of common stock at a price
per share to certain employees of the Company for services rendered, in lieu of
receiving $5,109 in compensation. The number of shares issued to each employee
was determined based upon the amount of monthly salary foregone by each
employee. An average share price of the Companys common stock and market based
discount to compensate for the restricted nature of the stock. As such, the
Company did not receive cash consideration for the shares, instead the shares
were issued in consideration for services. We relied on the exemption from
registration provided by sections 4(2) and 4(6) under the Securities Act of
1933 for the issuance of common stock to one employee(being our President and
accredited investor). Further, we relied on the exemption from registration
provided by section 4(2) under the Securities Act of 1933 for the issuance of
common stock to the other employees because we: (i) did not engage in any
public advertising or general solicitation in connection with the issuance:
(ii) made available to each recipient disclosure regarding all aspects of our
business including our reports filed with the SEC and our press releases, and
other financial business and corporate information, and (iii) believed that for
each issuance the recipient obtained all information regarding the Company he
or she requested (or believed appropriate) and received answers to all
questions he or she (and their advisors) posed, and otherwise understood the
risks of accepting our securities for investment purposes. No commissions or
other remuneration was paid in connection with these issuances.

II - 1

---



On June 30,
2009, the Company issued a total of 85,434 shares of common stock to certain
employees of the Company for services rendered, in lieu of receiving $5,109 in
compensation. The number of shares issued to each employee was determined based
upon the amount of monthly salary foregone by each employee. An average share
price of the Companys common stock and market based discount to compensate for
the restricted nature of the stock. As such, the Company did not receive cash
consideration for the shares, instead the shares were issued in consideration
for services. We relied on the exemption from registration provided by sections
4(2) and 4(6) under the Securities Act of 1933 for the issuance of common stock
to one employee(being our President and accredited investor). Further, we
relied on the exemption from registration provided by section 4(2) under the
Securities Act of 1933 for the issuance of common stock to the other employees
because we: (i) did not engage in any public advertising or general
solicitation in connection with the issuance: (ii) made available to each
recipient disclosure regarding all aspects of our business including our
reports filed with the SEC and our press releases, and other financial business
and corporate information, and (iii) believed that for each issuance the
recipient obtained all information regarding the Company he or she requested
(or believed appropriate) and received answers to all questions he or she (and
their advisors) posed, and otherwise understood the risks of accepting our
securities for investment purposes. No commissions or other remuneration was
paid in connection with these issuances.

ITEM 5. Other Information

None

ITEM 6. Exhibits.

|      |                                                                                                                                                                         
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1   | Articles of
  Incorporation,as
  amended (1)                                                                                                                            
|      |                                                                                                                                                                         
|3.1.1 | Amendment to
  the Articles of Incorporation(2),(4)                                                                                                                     
|      |                                                                                                                                                                         
|3.2   | Bylaws (3)                                                                                                                                                              
|      |                                                                                                                                                                         
|10.1  | Form
  Compensation and Subscription Agreement, (as executed by certain employees including our CEO, CFO, and President) filed herewith                                 
|      |                                                                                                                                                                         
|10.2  | Severance
  Agreement with Glen House, effective as of May 1, 2009 filed herewith                                                                                       
|      |                                                                                                                                                                         
|31.1  | Certification
  of CEO and CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted
  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|      |                                                                                                                                                                         
|32.1  | Certification
  of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
  Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.              
|      |                                                                                                                                                                         
|      | (1)
  Incorporated by reference from Form 10-QSB, filed May 15, 2007.                                                                                                   
|      |                                                                                                                                                                         
|      | (2)
  Incorporated by reference from Form 8-K, filed August 24, 2007.                                                                                                   
|      |                                                                                                                                                                         
|      | (3)
  Incorporated by reference from Form 8-K, filed March 6, 2008.                                                                                                     
|      |                                                                                                                                                                         
|      | (4)
  Incorporated by reference from Form 8-K filed November 7, 2008.                                                                                                   

II - 2

---



DISABOOM INC.

SIGNATURES

In
accordance with Section 12, 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.

|                  |  |                |                                         
|----------------- |  | -------------- | ----------------------------------------
|                  |  | DISABOOM, INC.
|August 14,
  2009 |  | By:            | /s/ John
  Walpuck                      
|                  |  |                |                                         
|Date              |  |                | John
  Walpuck,                         
|                  |  |                | President,
  Principal Financial Officer
|                  |  |                | and
  Principal Executive Officer       
|                  |  |                |                                         

II - 3

---