FORM 10-Q

|                                                                                           
|-------------------------------------------------------------------------------------------
|xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
  THE SECURITIES EXCHANGE ACT OF 1934
|For the quarterly period ended March 31, 2009                                              
|                                                                                           
|oTRANSITION 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
  of incorporation or organization)   |  | (IRS Employer Identification No.)
|                                                                   |  |                                  
|7730 E. Belleview Avenue, Suite A306
  Greenwood Village, CO 80111
|                                                                  
|                                                                  
|(Address of principal executive offices)                          
|                                                                  
|Registrants telephone number, including area code: (720)
407-6530

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 45,285,271 shares of the
issuer's common stock, par value $0.0001, outstanding as of May 12, 2009.

---



# DISABOOM INC.

# QUARTERLY REPORT ON
FORM 10-Q                                                   FOR THE PERIOD ENDED MARCH
31, 2009

|                               | PAGE | 
|------------------------------ | ---- | 
|                               |      | 
|                               |      | 
|PART I  Financial Information |      | 
|                               |      | 
|Item 1.                        |      | 
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|Item 2.                        |      | 
|                               |      | 
|Item 4T.                       |      | 
|                               |      | 
|PART II  Other Information    |      | 
|                               |      | 
|Item 1.                        |      | 
|                               |      | 
|Item 1A.                       |      | 
|                               |      | 
|Item 2.                        |      | 
|                               |      | 
|Item 5.                        |      | 
|                               |      | 
|Item 6.                        |      | 

---



# DISABOOM, INC.
                                BALANCE SHEETS

|                                                                         | March 31, 2009 |  | December 31, 2008 |            
|------------------------------------------------------------------------ | -------------- |  | ----------------- | -----------
|
|ASSETS                                                                   |                |  |                   |            
|Current assets:                                                          |                | 
|Cash and cash equivalents                                                |                |  | $                 | 469,152    
|Short-term investments                                                   |                |  |                   | 1,004,281  
|Accounts receivable, net                                                 |                |  |                   | 159,160    
|Prepaid expenses                                                         |                |  |                   | 124,665    
|                                                                         |                |  |                   |            
|Total current assets                                                     |                |  |                   | 1,757,258  
|                                                                         |                | 
|Property and equipment, net                                              |                |  |                   | 72,232     
|Deposits                                                                 |                |  |                   | 10,917     
|                                                                         |                |  |                   |            
|Total assets                                                             |                |  | $                 | 1,840,407  
|                                                                         |                |  |                   |            
|LIABILITIES AND SHAREHOLDERS' EQUITY                                     |                | 
|Current liabilities:                                                     |                | 
|Accounts payable                                                         |                |  | $                 | 163,208    
|Accrued expenses                                                         |                |  |                   | 231,196    
|Unearned revenue                                                         |                |  |                   | 175,888    
|Other current liabilities                                                |                |  |                   | 1,804      
|                                                                         |                |  |                   |            
|Total liabilities (all current)                                          |                |  |                   | 572,096    
|                                                                         |                |  |                   |            
|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 ; 45,193,603 and  43,343,603 issued and outstanding, respectively |                |  |                   | 4,519      
|Shares to be issued                                                      |                |  |                   | 18,750     
|Additional paid-in capital                                               |                |  |                   | 20,768,100 
|Accumulated deficit                                                      |                |  |                   | (19,523,058
|                                                                         |                |  |                   |            
|Total shareholders' equity                                               |                |  |                   | 1,268,311  
|                                                                         |                |  |                   |            
|Total liabilities and shareholders' equity                               |                |  | $                 | 1,840,407  
|                                                                         |                |  |                   |            

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

2

---



# DISABOOM, INC.
        STATEMENTS OF OPERATIONS                (Unaudited)

|                                               | Three months ended March 31, 2009 |  | Three months ended March 31, 2008 |           
|---------------------------------------------- | --------------------------------- |  | --------------------------------- | ----------
|Revenue                                        |                                   |  | $                                 | 240,634   
|                                               |                                   |  |                                   |           
|Expenses:                                      |                                   | 
|Sales and marketing                            |                                   |  |                                   | (411,023  
|General, administrative and other              |                                   |  |                                   | (647,899  
|                                               |                                   |  |                                   |           
|Loss from operations                           |                                   |  |                                   | (818,288  
|Other income (expense):                        |                                   | 
|Interest income                                |                                   |  |                                   | 8,116     
|Gain(loss) on short-term investments           |                                   |  |                                   | 80,211    
|                                               |                                   |  |                                   |           
|Net loss                                       |                                   |  | $                                 | (729,961  
|                                               |                                   |  |                                   |           
|Net loss per share, basic and diluted (Note 2) |                                   |  | $                                 | (0.02     
|                                               |                                   |  |                                   |           
|Weighted average number of common shares       |                                   | 
|outstanding, basic and diluted (Note 2)        |                                   |  |                                   | 43,606,936
|                                               |                                   |  |                                   |           

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

3

---



# DISABOOM, INC.
           STATEMENTS OF CASH FLOWS                   (Unaudited)

|                                                    | Three months ended March 31, 2009 |  | Three months ended March 31, 2008 |          
|--------------------------------------------------- | --------------------------------- |  | --------------------------------- | ---------
|Cash flows from operating activities:               |                                   |  |                                   |          
|Net loss                                            |                                   |  | $                                 | (729,961 
|Adjustments to reconcile net loss to cash           |                                   | 
|used in operating activities:                       |                                   | 
|Stock-based compensation expense                    |                                   |  |                                   | 91,238   
|Unrealized (gain) loss on short-term investments    |                                   |  |                                   | (80,211  
|Depreciation expense                                |                                   |  |                                   | 7,632    
|Changes in operating assets and liabilities:        |                                   | 
|Accounts receivable                                 |                                   |  |                                   | 60,984   
|Prepaid expenses and deposits                       |                                   |  |                                   | 11,684   
|Accounts payable                                    |                                   |  |                                   | (86,347  
|Accrued expenses                                    |                                   |  |                                   | 9,873    
|Unearned revenue                                    |                                   |  |                                   | (117,719 
|Other current liabilities                           |                                   |  |                                   | (1,353   
|                                                    |                                   |  |                                   |          
|Net cash used in operating activities               |                                   |  |                                   | (834,180 
|                                                    |                                   |  |                                   |          
|Cash flows from investing activities:               |                                   | 
|Purchase of investment securities                   |                                   |  |                                   | (8,031   
|Sale of investment securities                       |                                   |  |                                   |         
|Purchase of property and equipment                  |                                   |  |                                   | (20,524  
|                                                    |                                   |  |                                   |          
|Net cash (used in) provided by investing activities |                                   |  |                                   | (28,555  
|                                                    |                                   |  |                                   |          
|Cash flows from financing activities:               |                                   | 
|Proceeds from issuance of common stock              |                                   |  |                                   | 296,250  
|Proceeds from redemption of warrants, net           |                                   |  |                                   |         
|                                                    |                                   |  |                                   |          
|Net cash provided by financing activities           |                                   |  |                                   | 296,250  
|                                                    |                                   |  |                                   |          
|(Decrease) increase in cash and cash equivalents    |                                   |  |                                   | (566,485 
|Cash and cash equivalents at beginning of period    |                                   |  |                                   | 1,035,637
|                                                    |                                   |  |                                   |          
|Cash and cash equivalents at end of period          |                                   |  | $                                 | 469,152  
|                                                    |                                   |  |                                   |          

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

4

---



# DISABOOM, INC. NOTES
TO FINANCIAL STATEMENTS Three months ended March 31, 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 March 31,
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 March 31, 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 months ended March 31, 2009, the Company recognized approximately $240,000 in
revenues and incurred a net loss of approximately $730,000. During the three months ended
March 31, 2008, the Company recognized approximately $50,000 in revenues and incurred a
net loss of approximately $3,650,000. 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 March 31, 2009, and the statements of operations and cash flows for
the three month periods ended March 31, 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 March 31, 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

---



| | 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 through December 31, 2009. However, management cannot provide any assurance that
the projections will prove accurate or that unexpected liquidity needs will not arise. As
such, the Company may 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 three months ended March 31, 2009, the Company received revenue primarily through the
sale of its portfolio of traditional and new media advertising and sponsorship 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 and sponsorship
revenue comprised 97% of the Companys total revenue. Advertising and sponsorship
revenue, and directory services revenues, are recognized ratably over the period in which
it is delivered and earned through (1) the development and release of sponsor 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 national and local 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 March 31, 2009, unearned revenue of $175,888 represents
amounts received under advertising contracts for which the CPM display advertisements,
sponsorships, 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 a certificate of deposit with an original maturity of six months
and mutual funds. The Company accounts for short-term marketable securities in accordance
with SFAS, No. 115, Accounting for Certain Investmentsin 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 March 31, 2009 and December 31, 2008.
The Company generally does not require collateral from its customers. At March 31,
2009, three customers accounted for 27%, 10%, and 7% of the outstanding accounts
receivable. The customer representing the 27% balance paid this outstanding balance in
April 2009.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 March 31, 2009, the Company has expensed all significant website development
costs as these costs primarily related to planning and operational activities. For the
three months ended March 31, 2009 and 2008, website development costs of approximately
$1,500 and $11,000, 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                           | 
|Computer software, hardware and office equipment | 

| | 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).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

---



| | 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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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. The Company granted
employees options to purchase 82,500 shares under the 2008 Plan during the period ended
March 31, 2009, at a weighted average exercise 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 three months ended March 31, 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 three months ended March 31, 2009 and 2008:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        | 2009 |  | 2008       | 
|----------------------- | ---- |  | ---------- | 
|Expected term (years)   |      |  | 2.25-4     | 
|Volatility              |      |  | 69-85%     | 
|Risk-free interest rate |      |  | 1.87-3.73% | 
|Dividend yield          |      |  | 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 three months ended March 31, 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    |                                                     | $ | 0.16                      | 
|Exercised                      |                     |  |                                 |          |                                                     | $ |                          | 
|Expired                        |                     |  |                                 | (10,000   | )                                                   | $ | 0.50                      | 
|Forfeited                      |                     |  |                                 | (116,750  | )                                                   | $ | 1.21                      | 
|                               |                     |  |                                 |           |                                                     |   |                           | 
|Outstanding at March 31, 2009  |                     |  |                                 | 7,553,500 |                                                     | $ | 0.43                      | 
|                               |                     |  |                                 |           |                                                     |   |                           | 
|Vested at March 31, 2009       |                     |  |                                 | 3,267,410 |                                                     | $ | 0.46                      | 
|                               |                     |  |                                 |           |                                                     |   |                           | 

| | During
the three ended March 31, 2009, compensation expense of $91,239 was recorded.
| | ------------------------------------------------------------------------------------

8

---



| | A
summary of the status of the Companys non-vested options as of and for the three
months ended March 31, 2009, is presented below.
| | ------------------------------------------------------------------------------------------------------------------------------------

|                             |  | Nonvested
Shares
Under
Option |  | Weighted
Average
Grant Date
Fair Value |  
|---------------------------- |  | ----------------------------- |  | -------------------------------------- | -
|Nonvested at January 1, 2009 |  |                               |  | 5,089,087                              |  
|Granted                      |  |                               |  | 82,500                                 |  
|Vested                       |  |                               |  | (758,747                               | )
|Expired                      |  |                               |  | (10,000                                | )
|Forfeited                    |  |                               |  | (116,750                               | )
|                             |  |                               |  |                                       
|Nonvested at March 31, 2009  |  |                               |  | 4,286,090                              |  
|                             |  |                               |  |                                       

| | As
of March 31, 2009, the Company had $342,357 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 (12,443,992 at
March 31, 2009 and 14,457,271 at March 31, 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, accounts receivable, accrued expenses and
deferred revenue 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 March 31,
2009.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

---



|                       | Total |  | Level 1 |           | Level 2 | 
|---------------------- | ----- |  | ------- | --------- | ------- | 
|Assets:                |       |  |         |           |         | 
|Cash equivalents       |       |  |         | 270,388   |         | 
|Short-term investments |       |  |         | 1,004,201 |         | 
|                       |       |  |         |           |         | 
|                       |       |  |         | 1,274,589 |         | 
|                       |       |  |         |           |         | 

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 March 31, 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 will be effective
for interim periods ending after June 15, 2009.
The adoption of FSP 107-1 is not expected to have a material impact on the Company's consolidated
financial 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 for interim and annual periods
ending after June 15, 2009. The implementation of this standard will not have a material
impact on the Companys consolidated financial position and results of operations.

10

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|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 market price of the stock at the date of issuance).
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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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 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 $5,600. 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 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. No shares of stock have been issued under these
agreements.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
May 12, 2009 the Company and the Companys 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 continuing to serve as the
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. The Company agreed to pay the former Executive
Director of Content and Chief Medical Officer severance equal to approximately eight
months of his current and annual salary.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

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|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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|                          | 
|------------------------- | 
|2009 (remaining 9 months) | 
|2010                      | 
|2011                      | 
|2012                      | 
|                          | 
|Total                     | 
|                          | 

| | 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.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

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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 a limited availability beta version of its main website on September 1,
2007, and 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 dedicated
to providing employment-related resources and services to the disability community and
their employers. The Companys main website and related microsites for dating and
employment-related resources and services 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 marketing/ search engine optimization (SEM/SEO) 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.

13

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Summary
of Activities to Date

Our
activities in 2007 were primarily organizational in nature, including planning and
developing version 1.0 of our main website (www.disaboom.com) and social networking
platform, researching and beginning to implement our marketing and business development
initiatives, planning and beginning to establish our sales operations, and continuing to
build our management team and staff. The activities of the Company in 2008 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 March 31,
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
March 31, 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. We also continue to monitor
and evaluate our business needs and resources and may scale back in certain areas that are
not deemed essential to the Companys near term success.

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

The
Company continues to respond aggressively to changing general economic and internet
advertising industry conditions. Market growth of traditional static banner and display
advertising products in several online advertising market sectors has slowed considerably,
and some sectors have experienced negative growth during the third and fourth calendar
quarters of 2008, and at least the first quarter of 2009. This was due in particular to
recessionary economic conditions, the liquidity crisis, capital market volatility, and the
general economic outlook (collectively, 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, as well as new media online advertising, is anticipated to
recover more quickly than general website advertising and traditional advertising products
as economic and capital market conditions begin to improve.

Excluding
sales personnel hires and terminations during the quarter ended March 31, 2009, total
headcount during the quarter ended March 31, 2009 was reduced approximately 20%. Since the
beginning of the current economic crisis in the third calendar quarter of 2008, the
Company has reduced its total headcount approximately 45%, from 65 to 30 full time
employees.

Total
cash operating expenditures were reduced approximately 36% during the quarter ended March
31, 2009 versus the previous quarter. Since the beginning of the current economic crisis
in the third calendar quarter of 2008, the Company has reduced its average monthly cash
expenditures by approximately 55%, from approximately $726,202 to approximately to
$325,236 during the quarter ended March 31, 2009 with further reductions anticipated in
the current quarter ending June 30, 2009.

Focus
Going Forward

Our
focus through the quarter ended March 31, 2009 and the remainder of 2009 will likely
continue to be:

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

14

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(ii)       
          the renewal and expansion of existing, as well as the sale of new customer
          contracts, thereby generating revenue and cash flow;

(iii)       
          the completion of the redesign of our main website (www.disaboom.com) and
          our employment related website (www.disaboomjobs.com) to (a) improve the
          user experience, site performance and stability, (b) implement and update
          several changes in software industry best practices related to online resources,
          social media, social networking, and publishing since the launch of the first
          fully operational version of these sites in late January 2008, (c) implement a
          redesigned web based software architecture for our main website, (d) adapt our
          redesigned websites to the unique requirements and inputs of our community, (e)
          enhance our capacity and capabilities to work with other organizations in the
          disability industry, and (f) accommodate our growing portfolio of traditional
          and new media advertising and sponsorship, and directory services products.

(iv)       
          the identification and pursuit of targeted traffic and growth opportunities
          related to the Disaboom Network, and the Companys social media and
          publishing platform, through various search engine, social media, social
          networking, business development and partnership initiatives, and other
          activities; and

(v)       
          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.

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 quarter ended March 31, 2009 our revenues increased 383% to $240,634, from $49,860
during the quarter ended March 31, 2008. While the level of this increase was adversely
impacted by general economic conditions, the increase was primarily a result of the
Company (i) not yet having deployed its initial fully operational main website until
approximately February 1, 2008; during January 2008 the Company effectively operated with
a limited availability website, (ii) the Company surpassing 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 (iii) the Companys ability 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 quarter ended March 31, 2009 our net loss decreased 80% to $729,961, from $3,648,082
during the quarter ended March 31, 2008. The decrease was primarily a result of the
Company completing its online branding campaign, and then aggressively reducing such
marketing expenditures, as well as the Companys ongoing initiative to dramatically
reduce its cost structure in light of general economic conditions. 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
of March 31, 2008, the Company had 24 full time and no 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, and hosting and database management. During August 2008, the Company
had 65 full time and two part time employees. As of March 31, 2009, the Company had 30
full time employees, three part time employees, and minimal outsourced third party vendor
services relationships. In conjunction with the Companys ongoing initiative to
dramatically reduce its cost structure in light of general economic conditions, the
Companys average monthly cash operating expenditures were approximately $726,000
during the three month period ended September 30, 2008, approximately $438,000 during the
three month period ended December 31, 2008, and approximately $325,000 during the three
month period ended March 31, 2009.

15

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As
reported in the Companys 2008 Form 10-K, during the period from September 2008
through December 31, 2008, as the Companys internet traffic increased substantially,
the Companys backlogged deliveries of CPM advertising commitments and related
sponsorship obligations, billings and earned revenue correspondingly grew significantly,
enabling the Company to begin to hire, train and re-invest in dedicated CPM and
sponsorship sales executives in late December 2008 and into 2009. While general economic
conditions have adversely impacted the Companys sales efforts during the three month
periods ended December 31, 2008 versus March 31, 2009, sales increased more than 200%
during this period to approximately $150,000, and April 2009 sales are more than 100% of
the first calendar quarters average monthly sales of approximately $50,000.

# Liquidity and Capital
Resources

As
of March 31, 2009 we had working capital of $1,185,162 as compared to working capital of
$1,540,527 as of December 31, 2008. At March 31, 2009 we had current assets of $1,757,258,
including $469,152 in cash and cash equivalents, and $1,004,281 in short-term investments.
Our working capital and current assets decreased from December 31, 2008 as during the
quarter we primarily funded our operations from our resources on-hand. While we did record
limited revenues during the quarter ended March 31, 2009, these revenues were not
sufficient to cover our expenditures.

To
date we have generated limited amounts of revenue from the Disaboom Network and we
currently fund our operations primarily through funds raised in private placements of our
equity securities. As reported in the Companys 2008 Form 10-K, during the period
from September 2008 through December 31, 2008, as the Companys internet traffic
increased substantially, the Companys backlogged deliveries of CPM advertising
commitments and related sponsorship obligations, billings and earned revenue
correspondingly grew significantly, enabling the Company to begin to hire, train and
re-invest in dedicated CPM and sponsorship sales executives in late December 2008 and into
2009. However, while general economic conditions adversely impacted the Companys
sales efforts during at least the first calendar quarter of 2009, the Company has
aggressively continued to reduce its operating cost structure.

With our projected sales, operations and expenditures we expect that our current financial
resources are sufficient to fund our operations until the fourth calendar quarter of 2009
at which time we anticipate that we shall be cash flow positive. However, in the event we
fail to achieve our projections during calendar 2009, we expect that during fiscal 2009 we
will need to raise additional funds through equity or debt financing to continue to fund
our planned 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.

# ITEM 4T. Controls and
Procedures.

|a. | Disclosure
Controls
|-- | -------------------

As
of March 31, 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 March 31, 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.

16

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|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.

17

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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 annual report on Form 10-K for the year
ended December 31, 2008.

On
January 16, 2009, pursuant to our 2008 Stock Option Plan (the 2008 Plan) we
granted an employee an aggregate of 25,000 options to purchase shares of our common stock
exercisable at 0.21 per share. These options vest on a pro-rata basis over a three year
period from the date of grant (January 16, 2010, January 16, 2011, and January 16, 2012).
The options were granted in consideration for the recipients services to be rendered
as an employee. To the extent these option grants constituted sales of
securities we relied on the exemption from registration provided by Section 4(2) under the
Securities Act of 1933 for the grants because we: (i) did not engage in any public
advertising or general solicitation in connection with the grants; (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 grant the recipients 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 this issuance.

On
March 18, 2009, pursuant to our 2008 Plan we granted two employees an aggregate of 57,500
options to purchase shares of our common stock. The options are exercisable at 0.14 per
share and each option vests on a pro-rata basis over a three year period from the date of
grant (March 18, 2010, March 18, 2011, and March 18, 2012). The options were granted in
consideration for the recipients expanded responsibilities and continuing services
to be rendered as employees. To the extent these option grants constituted
sales of securities we relied on the exemption from registration provided by
Section 4(2) under the Securities Act of 1933 for the grants because we: (i) did not
engage in any public advertising or general solicitation in connection with the grants;
(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 grant the recipients
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 this issuance.

On March 19, 2009, the Company closed on $296,500 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 $.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 document. No commissions or other remuneration
were paid in connection with this issuance.

II-1

---



# ITEM 5.  Other Information

On March 31, 2009 the business
consulting agreement between the Company and J.W. Roth, the chairman of our board of
directors was terminated. On November 4 2008, we entered into the agreement with Mr. Roth
and at the time of its termination we were paying Mr. Roth $5,000 per month pursuant to
the agreement. The agreement was mutually terminated by the Company and Mr. Roth in an
effort to help the Company conserve its financial resources in light of general economic
conditions. We did not pay Mr. Roth any fees or other consideration to terminate the
agreement. Mr. Roth continues to serve as the chairman of our board of directors.

Effective April 1, 2009, certain of
the Companys employees, including the Companys Chief Executive Officer,
President and Chief Financial Officer, agreed to receive restricted shares of Company
common stock, for services actually 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 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. No shares of stock have been issued under these agreements
as of the filing of this Form 10-Q.

On May 12, 2009 the Company and the
Companys 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 continuing to serve as the 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. The Company agreed to pay the former Executive Director of Content and
Chief Medical Officer severance equal to approximately eight months of his current and
annual salary.

# 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)
|--- | ----------

|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. |                                                                                     
|------------ | -------------- | ------------------------------------------------------------------------------------
|May 14, 2009 | By:            | /s/ John Walpuck                                                                    
|             |                | John Walpuck,
President, Principal Financial Officer
and Principal Executive Officer

II-3

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