FORM 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
  THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2008oTRANSITION 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. Yesx No o Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yeso 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 þ There were
43,415,270 shares of the issuers common stock, par value $0.0001, outstanding
as of August 11, 2008.   DISABOOM INC.(A DEVELOPMENT STAGE COMPANY)

QUARTERLY REPORT ON FORM 10-Q 
FOR THE PERIOD ENDED JUNE 30, 2008

PAGEPART 1 Financial InformationItem 1.
  Financial Statements (unaudited):Balance Sheet as of June 30, 2008
  (unaudited) and December 31, 2007
2Statements of Operations for the
  three-month and six-month periods ended June 30, 2008 and June 30, 2007, and
  for the period from September 5, 2006 (inception) through June 30, 2008
  (unaudited)
3Statements of Cash Flows for the six-month
  periods ended June 30, 2008 and June 30, 2007, and for the period from
  September 5, 2006 (inception) through June 30, 2008 (unaudited)
4Notes to Financial Statements
5Item
  2. Managements Discussion and Analysis
13Item
  4T. Controls and Procedures
17PART II  Other InformationItem
  1. Legal Proceedings
II-1Item
  1A. Risk Factors
II-1Item
  2. Unregistered Sales of Securities and Use of Proceeds
II-1Item
  5. Other Information
II-4Item
  6. Exhibits
II-51

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY) 
>BALANCE SHEETS

June
  30, 2008

December
  31, 2007(unaudited)ASSETSCurrent assets:Cash and cash
equivalents

$
3,640,599

$
4,432,751Short-term
investments


1,409,654


2,212,442Accounts receivable


82,231


77,713Prepaid expenses


459,933


104,319Total current assets


5,592,417


6,827,225Property and equipment,
net


44,171


30,133Deposits


7,667


7,667Total assets

$
5,644,255

$
6,865,025LIABILITIES AND
  SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
267,949

$
219,064Accrued expenses


158,296


185,988Other current
liabilities


42,232


14,559Total liabilities (all
current)


468,477


419,611Commitments and
contingenciesShareholders 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 65,000,000
  shares; 43,319,058 and 41,926,080 issued and outstanding, respectively


4,332


4,193Additional paid-in
capital


20,103,684


14,407,558Deficit accumulated during the
development stage


(14,932,238
)

(7,966,337
)Total shareholders
equity


5,175,778


6,445,414Total liabilities and
shareholders equity

$
5,644,255

$
6,865,025The accompanying notes are an integral part of these financial
statements.

2

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY) 
STATEMENTS OF OPERATIONS
(Unaudited)
Three
  months
  ended 
  June 30, 2008

Three
  months
  ended 
  June 30, 2007

Six
  months
  ended 
  June 30, 2008

Six
  months ended
  June 30, 2007

September
  5, 2006
  (inception)
  through
  June 30, 2008Revenue

$
141,355




$
191,215




$
274,897Expenses:Sales and marketing


(1,600,054
)
$
(81,930
)

(3,729,766
)
$
(235,305
)

(6,581,585
)General, administrative and
other


(1,928,921
)

(751,863
)

(3,416,142
)

(936,205
)

(8,650,621
)Loss from operations


(3,387,620
)

(833,793
)

(6,954,693
)

(1,171,510
)

(14,957,309
)Other income
(expense):Interest
income


18,985


21,748


71,340


31,398


158,309Income (loss)
on short-term investments


50,816


-


(82,548
)




(133,238
)Net loss

$
(3,317,819
)

(812,045
)
$
(6,965,901
)
$
(1,140,112
)
$
(14,932,238
)Net loss per share, basic and
diluted (Note 2)

$
(0.08
)
$
(0.03
)
$
(0.16
)
$
(0.05
)Weighted average number of
common shares outstanding, basic and
  diluted (Note 2)


43,173,903


27,536,989


42,342,288


25,115,348The accompanying notes are an integral part of these financial
statements.

3

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY) 
STATEMENTS OF CASH FLOWS
(Unaudited)

Six
  months endedJune 30, 2008

Six
  months endedJune 30, 2007

September
  5, 2006(inception) throughJune 30, 2008Cash flows from operating
activities:Net loss

$
(6,965,901
)
$
(1,140,112
)
$
(14,932,238
)Adjustments to reconcile net
loss to cash used in operating
  activities:Stock-based compensation
expense


579,817


145,515


1,930,070Common stock issued for
services


42,500





132,240Unrealized loss (gain) on
short-term investments


82,548





133,238Common stock issued for
website








74,250Depreciation expense


7,701





12,259Changes in operating assets and
liabilities:Short-term
investments


720,240





(1,542,892
)Accounts receivable


(4,517
)




(82,231
)Prepaid expenses and
deposits


(355,614
)

(180,801
)

(467,600
)Accounts payable


48,885


188,918


286,699Accounts payable, related
party





41,853Accrued expenses


(27,692
)




158,296Advances, related
party


-


33,929


50,000Other current
liabilities


27,673


-


42,232Net
  cash used in operating activities


(5,844,360
)

(910,698
)

(14,205,677
)Cash flows from investing
activities:Purchase of property and
equipment


(21,739
)

(35,039
)

(56,429
)Net
  cash used in investing activities


(21,739
)

(35,039
)

(56,429
)Cash flows from financing
activities:Proceeds from issuance of
common stock


2,342,000


3,098,000


15,165,758Proceeds from redemption of
warrants, net


2,720,947





2,720,947Proceeds from exercise of
options


11,000





16,000Proceeds applied to receivable
from issuance of common stock





2,125


-Net
  cash provided by financing activities


5,073,947


3,100,125


17,902,705Increase in cash and cash
equivalents


(792,152
)

2,154,388


3,640,599Cash and cash equivalents at
beginning of period


4,432,751


-


-Cash and cash equivalents at
end of period

$
3,640,599

$
2,154,388

$
3,640,599Supplemental disclosure of
non-cash investing and financing
  activities:Conversion of related party
advances to common stock

$
-

$
50,000

$
50,000Payment of accounts payable
with common stock


-


-


18,750The accompanying notes are an integral part of these financial
statements.

4

DISABOOM,
INC.

(A
DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL
STATEMENTS

Six months ended June 30, 2008
(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. It serves as a
comprehensive online resource not only for people living with such
conditions, but their immediate families and friends, caregivers, recreation
and rehabilitation providers, and employers. The activities of the Company 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. During the
quarter ended December 31, 2007 and through the six months ended June 30,
2008, our focus began to switch from organizational matters and the initial
launch of our main website, to operational matters related to (a) expanding
the resources, services and capabilities of our main website and social
networking platform, (b) launching additional resources and services through
related microsites and the Companys marketplace, (c) integrating our main
website and related microsites into the Disaboom Network, (d) driving
Internet traffic and registered users into our community, and (e) beginning
to generate traditional cost per mille (CPM) related advertising and
sponsorship revenues, as well as directory services revenues.The balance
  sheet as of June 30, 2008, and the statements of operations and cash flows
  for the three and six month periods ended June 30, 2008 and 2007 and the
  period from September 5, 2006 (inception) through June 30, 2008,
  respectively, have been prepared by the Company and have not been audited. In
  the opinion of management, all adjustments, consisting only of normal
  recurring adjustments necessary to present fairly the financial position,
  results of operations and cash flows at June 30, 2008 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 2007 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.The December
  31, 2007 balance sheet was derived from the Companys December 31, 2007
  audited financial statements.2.
Summary of significant accounting policies:Development stage company:The Company
  complies with Statement of Financial Accounting Standard (SFAS) No. 7 for
  its characterization of the Company as development stage. Furthermore, the
  Company has adopted Statement of Position (SOP) 98-5, Reporting on the
  Costs of Start-Up Activities, which provides guidance on the financial
  reporting of start-up costs and organizational costs, to be expensed as
  incurred.5

Revenue recognition:During the
  six months ended June 30, 2008, the Company received limited amounts of
  revenue through the sale of advertising and sponsorship products from its
  version 2.0 main website Disaboom.com, and related microsites
  DisaboomJobs.com and Lovebyrd.com. Advertising and sponsorship revenue comprised
  98% of the Companys total revenue received. Advertising and sponsorship
  revenue is recognized ratably over the period in which it is delivered and
  earned through the development and release of sponsor landing pages,
  microsites and channels on the Companys websites, and/or the delivery of
  advertising impressions by recognized and independent third party vendors.
  The Company has agreements ranging in term from one month test agreements to
  twelve month advertising and sponsorship agreements.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 the Financial Accounting Standards Board
  (FASB), Statement of Financial Accounting Standard (SFAS) No. 115, Accounting for Certain Investments in Debt and
  Equity Securities.Marketable
  securities are classified as trading securities, as the Company expects to
  use these funds for operating purposes within the next year. Trading
  securities are reported at fair value and unrealized gains and losses are
  included in earnings.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 doubtful  accounts, historical
  experience, and other currently available evidence. The allowance for
  doubtful accounts was zero at June 30, 2008 and December 31, 2007. The
  Company generally does not require collateral from its customers. At
  June 30, 2008, two customers accounted for 23% and 17% of accounts
  receivable.Website development costs:The Company
  has adopted the provisions of Financial Accounting Standards Board (FASB)
  Emerging Issues Task Force (EITF) 00-2, Accounting for Web Site
  Development Costs, which specifies the appropriate accounting for costs
  incurred in connection with the development and maintenance of web sites.
  Under EITF 00-2, costs related to certain web site development activities are
  expensed as incurred (such as planning and operating stage activities). Costs
  relating to certain website application and infrastructure development are
  generally capitalized, and are amortized over their estimated useful life.
  Through June 30, 2008, the Company has expensed all significant website
  development costs as these costs primarily related to planning and
  operational activities. For the three and six months ended June 30, 2008 and
  2007, and the period from September 5, 2006 (inception) to June 30, 2008,
  website development costs6

of
  approximately $73,000, $84,000, $112,000, $248,000, and $569,000
  respectively, were expensed.Stock-based compensation:The Company
  accounts for stock options and similar equity instruments in accordance with
  SFAS No. 123(R), Share-Based Payment. SFAS 123(R)
  requires the recognition of the cost of employee services received in
  exchange for an award of equity instruments in the financial statements and
  is measured based on the grant date fair value of the award. SFAS 123(R) also
  requires the stock option compensation expense to be recognized over the
  period during which an employee is required to provide service in exchange
  for the award (usually the vesting period).The Board of
  Directors has adopted the 2006 Stock Option Plan (the 2006 Plan). The 2006
  Plan authorizes the Board of Directors to grant stock bonuses or stock
  options to purchase shares of the Companys common stock to employees,
  officers, directors and consultants. Options granted under the 2006 Plan may
  be either incentive stock options or non-qualified stock options. The
  aggregate number of shares of common stock as to which options and bonuses
  may be granted under the 2006 Plan cannot exceed 7,000,000.During the
  six months ended June 30, 2008, the Company granted 2,501,500 stock options
  to employees at a weighted average exercise price of $1.25 per share. The
  options are subject to various vesting schedules and are exercisable through
  various dates the latest of which is in 2014. The weighted average fair value of stock options
  granted during the six month ended June 30, 2008 was estimated to be $.63 per option. The Company used the
  following assumptions to determine the fair value of stock option grants
  during the six months ended June 30, 2008 and 2007:2008

2007Expected
  life (years)


2.25 - 4.00


2.25 - 6.00Volatility


69 - 85
%

47 - 68
%Risk-free
  interest rate


1.87 - 3.73
%

4.51 - 5.07
%Dividend
  yield


0
%

0
%The
  expected term of stock options represents the period of time that the
  stock options granted are expected to be outstanding and was calculated using
  the simplified method per the guidance of SAB 107 Share Based Payment (SAB
  107) for plain vanilla options. The expected volatility is based on the
  historical price volatility of the common stock of similar companies in the
  development stage. 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 stock options.Summary of
  stock option activity for the six months ended June 30, 2008 is
  presented below:Shares Under 
  Option

Weighted 
  Average 
  Exercise 
  Price

Weighted 
  Average 
  Remaining 
  Contractual 
  Life (Years)

Aggregate 
  Intrinsic ValueOutstanding
  at January 1, 2008


6,158,500

$
0.85Granted


2,501,500

$
1.25Exercised


(22,000
)
$
0.50Expired


(25,000
)
$
0.50Forfeited


(3,360,250
)
$
1.23Outstanding
  at June 30, 2008


5,252,750

$
0.80


4.94

$
2,025,150Vested at
  June 30, 2008


(2,163,250
)
$
0.59


3.83

$
1,230,4507

During the
  three and six month periods ended June 30, 2008, compensation expense of
  $40,145 was recorded and ($36,676) was reversed relative to the 2006 Plan,
  respectively. Compensation during the six months ended June 30, 2008 was
  reversed to account for the forfeiture of unvested options. Total intrinsic
  value of the options exercised during the three months ended June 30, 2008
  was $13,200.A summary of
  the status of the Companys non-vested shares as of and for the six months
  ended June 30, 2008, is presented below.Nonvested 
  Shares Under 
  Option

Weighted 
  Average 
  Grant Date 
  Fair ValueOutstanding January 1, 2008


4,726,000

$
0.57Granted


2,501,500

$
0.63Vested


(720,750
)
$
0.36Forfeited


(3,360,250
)
$
0.72Nonvested at June 30, 2008


3,146,500

$
0.52As of June
  30, 2008, the Company had $895,478 of unrecognized compensation cost related
  to stock options that will be recognized over a weighted average period of
  approximately 3 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 (14,681,090 at June 30, 2008 and 4,473,500 at June 30, 2007) would be
  to decrease loss per share. Therefore, diluted loss per share is equivalent
  to basic loss per share.8

Recent pronouncements:In December
  2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations,
  (SFAS No. 141R). SFAS No. 141R will change the accounting for business
  combinations. Under SFAS No. 141R, an acquiring entity will be required to
  recognize all the assets acquired and liabilities assumed in a transaction at
  the acquisition-date fair value with limited exceptions. SFAS No. 141R will
  also change the accounting treatment and disclosure for certain specific
  items in a business combination. SFAS No. 141R applies prospectively to
  business combinations for which the acquisition date is on or after the
  beginning of the first annual reporting period beginning on or after December
  15, 2008. Accordingly, any business combinations the Company engages in will
  be recorded and disclosed following existing GAAP until December 31, 2008.
  The Company expects SFAS No. 141R will have an impact on accounting for
  business combinations once adopted and the effect is dependent upon
  acquisitions at that time.In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments
and Hedging Activities (SFAS No. 161). SFAS No. 161 amends and expands the
disclosure requirements for FASB Statement No. 133, Derivative Instruments
and Hedging Activities (SFAS No. 133). It requires enhanced disclosure
about (i) how and why an entity uses derivative instruments, (ii) how
derivative instruments and related hedge items are accounted for under SFAS
No. 133 and its related interpretations, and (iii) how derivative instruments
and related hedge items affect an entitys financial position, financial
performance, and cash flows. SFAS No. 161 is effective for the Company as of
January 1, 2009. The Company is currently assessing the impact of SFAS 161 on
its financial position and results of operations.3.
Shareholders equity:On March 12,
  2008, the Company closed on $1,552,000 in gross proceeds under a private
  placement. In the closing, the Company issued a total of 1,552,000 shares of
  common stock at a price of $1.00 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 paid $10,000 and issued warrants to purchase 10,000 shares
  of Company common stock as commissions for this offering. The warrants have
  an exercise price of $1.00 per share and expire on March 12, 2011.On January
  17, 2008, a former employee of the Company was issued 10,000 shares of the
  Companys common stock in connection with the exercise and purchase of that
  employees vested stock options. Cash of $5,000 was received in December
  2007. On February 18, 2008, the Company issued 15,000 unrestricted common
  shares to a third party in exchange for services. These services were
  received in 2007 and were expensed at that time.On March 1,
  2008 the Company exercised its call option on certain warrants issued in
  September and October 2007 requiring the warrant holders to either exercise
  the warrants or be redeemed at $0.01 per share during the month of March. In
  March and April 2008 we issued an aggregate of 2,623,501 shares to investors
  upon the exercise of warrants granted in September and October 2007. We
  received $2,623,501 upon the exercise of the warrants. The proceeds will be
  used for working capital and general corporate purposes. The shares were
  issued in reliance on the exemption from registration contained in Section
  4(2) of the 1933 Act and Rule 506 of Regulation D. Although the Company paid
  commissions at the time of the issuance of the warrants, no commissions or
  other remuneration was paid in connection with the shares issued upon the
  exercise of the warrants. During this same period, 1,173,499 warrants that
  were called were not exercised. In accordance with the provisions of the
  warrant agreement, the Company paid $.01 per share or $11,735 to these
  warrant holders on April 4, 2008, and 1,173,499 shares previously reserved
  for issuance under these redeemed warrants are now available for other
  corporate purposes.On March 13,
  2008, J. Glen House, a co-founder, director and officer of the Company
  voluntarily9

surrendered
  3,750,000 shares of common stock back to the Company for no consideration,
  reducing his total share ownership to 7,500,000 shares. Dr. House surrendered
  the shares to make additional capital stock available for other corporate
  purposes.Effective
  April 1, 2008, the Company entered into a consulting agreement whereby the
  business consultant provides media and agency related services to the
  Company. The Company issued the business consultant a warrant to
  purchase 100,000 shares of our common stock at $1.26 per share for a term of
  five years.
The warrant was valued at $87,000 on the date of grant, of which $29,000 was expensed at June 30, 2008.

The shares underlying the warrant vest in 11,111 share
  installments each month during the vesting term, contingent upon the business
  consultant continuing to provide us with consulting services under the
  agreement.On April 4,
  2008, the Company closed on $800,000 in gross proceeds under a private
  placement. In the closing the Company issued a total of 800,000 shares of
  common stock at a price of $1.00 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 paid $10,000 and issued 10,000 warrants in connection with
  this offering (being the same offering described above for which the Company
  had an initial close of March 12, 2008).Effective
  April 8, 2008, the Company entered into a business consulting agreement. In
  consideration for entering into the agreement the Company issued the
  consultant a warrant to purchase 1,000,000 shares of our common stock at
  $1.15 per share for a term of one year.
The warrant was valued at $377,000 on the date of grant and was expensed at June 30, 2008.In April
  2008, the Company issued 36,296 unrestricted common shares to third parties
  in exchange for services.Effective
  May 15, 2008, the Company entered into a business consulting agreement and
  issued the consultant a warrant to purchase 25,000 shares of common stock.
  The warrant has an exercise price of $1.40, expires on May 15, 2013, and
  20,000 shares underlying the warrant only vest upon the occurrence of certain
  events. Compensation expense of $4,895 was recorded at June 30, 2008.On May 27,
  2008, we issued an aggregate of 29,727 shares to an investor upon the
  exercise of warrants granted in December. We received $29,727 upon the
  exercise of the warrants. The proceeds will be used for working capital and
  general corporate purposes. The shares were issued to an accredited investor,
  and thus in reliance on the exemption from registration contained in Section
  4(2) of the 1933 Act and Rule 506 of Regulation D. No commissions or other
  remuneration was paid upon the exercise of the warrant.On June 6,
  2008, we issued an aggregate of 79,454 shares to an investor upon the
  exercise of warrants granted in December. We received $79,454 upon the
  exercise of the warrants. The proceeds will be used for working capital and
  general corporate purposes. The shares were issued to an accredited investor,
  and thus in reliance on the exemption from registration contained in Section
  4(2) of the 1933 Act and Rule 506 of Regulation D. No commissions or other
  remuneration was paid upon the exercise of the warrant.On June 20,
  2008, a former employee of the Company was issued 22,000 shares of the
  Companys common stock in connection with the exercise and purchase of that
  employees vested stock options. Cash of $11,000 was received on June 9,
  2008. These shares were issued under a registration statement on Form S-8.4.
Significant agreements and subsequent events:Effective
  May 1, 2007, the Company entered into a consulting agreement with the Memphis
  Consulting Group (MCG), whereby MCG provides investor relations services to
  the Company. Effective July 6, 2007, the Company entered into a new
  consulting agreement with MCG, whereby MCG provides investor relations
  services to the Company. The consulting agreement that the10

Company previously
  entered into with MCG was scheduled to expire on August 1, 2007. The July 6,
  2007 agreement is for a twelve month term and may be extended by the parties.
  Pursuant to the agreement, the Company is to pay MCG $12,000 per
  month. Additionally, the Company issued MCG a warrant to purchase
  400,000 shares of our common stock at $1.45 per share for a term of five
  years. The shares underlying the warrant vested in 100,000 share installments
  on September 30, 2007, December 31, 2007, March 31, 2008 and June 30, 2008.
  The warrant issued pursuant to the July 6 agreement was in addition to the
  warrant to purchase 50,000 shares of our common stock issued to MCG under the
  terms of our previous agreement. The warrant was valued at $411,200 on the
  date of the grant, of which the final $102,800 was expensed during the three
  months ended June 30, 2008. The Company also paid MCG $6,000 in cash per
  month.On July 5,
  2007 the Company entered into a services agreement with Cowboy International,
  Inc (Cowboy). Cowboy was retained to help the Company create a
  comprehensive and integrated marketing, advertising, and branding campaign
  for the Company's main website. During 2007, the Company paid a total of approximately
  $904,000 to Cowboy for services rendered. On January 31, 2008, the Company
  terminated its agreement with Cowboy.On February
  29, 2008, the Company filed a complaint against Cowboy in the Colorado
  District Court, for the District of Arapahoe County. The complaint alleges
  that Cowboy: 1) breached the services agreement entered into between the
  Company and Cowboy; 2) breached its obligations to hold certain Company
  information confidential; and 3) failed to comply with its contractual
  obligations regarding Company intellectual property. On April 2, 2008,
  Cowboy filed counterclaims seeking amounts allegedly due under the services
  agreement and seeking monetary damages. In its counterclaim Cowboy has
  alleged specific damages of at least $142,000 for the Companys alleged
  breach of the services agreement and has also alleged specific damages of up
  to $710,000 for Cowboys expectancy under the agreement. We believe Cowboys
  position with respect to its counterclaims is unfounded and without merit.
  The Company intends to vigorously prosecute its claims and defend against
  Cowboys counterclaims.On February
  29, 2008, Kevin Hall was appointed to our Board of Directors. Upon his appointment,
  Mr. Hall was granted an option to purchase 50,000 shares of the Companys
  common stock exercisable at $1.42 per share. The option is subject to vesting
  with 25,000 vesting on December 31, 2008 and the remaining 25,000 vesting on
  December 31, 2009. Further, on March 1, 2008, Mr. Hall began providing the
  Company consulting services related to the continuing development of our
  business, website and operations. In consideration, we verbally agreed to pay
  Mr. Hall $10,000 per month until approximately July 31, 2008, and
  thereafter have agreed to pay Mr. Hall $3,750 per calendar quarter until
  either we or Mr. Hall terminate our agreement.In the
  quarter ended June 30, 2008, the Company granted employees an aggregate of
  1,589,000 options to purchase our common stock at exercise prices that range
  from $1.10 to $1.41 per share. The options are subject to vesting schedules
  or vest upon the achievement of defined performance goals. The options were
  granted in consideration for services. Since the quarter ended on June 30,
  2008, the Company has granted employees an aggregate of 52,000 options to
  purchase common stock at exercise prices that range from $.55 to $1.01
  per share.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, though management
  believes the impact would be minimal, if any. A limitation under these
  provisions would reduce the amount of11

losses
  available to offset future taxable income of the Company.6.
Commitments and contingencies:Since June
  2007, the Company leases its administrative offices under a non-cancellable
  operating lease that expires on July 31, 2009. Rent expense for the three and
  six month periods ended June 30, 2008, June 30, 2007, and the period from
  September 5, 2006 (inception) through June 30, 2008 totaled approximately
  $22,000, $44,000, $9,000, $9,000, and $106,000, respectively.On July 8,
  2008 the Company entered into a Lease Agreement for the lease of additional
  office space. The lease commenced July 11, 2008 and terminates on July 31,
  2009. We pay $3,249 per month under the terms of the lease.12

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, 2007.
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 under the laws of the State of Colorado on September 5, 2006
with the primary purpose of developing, operating and marketing the first
interactive online community dedicated to constantly improving the way
Americans with disabilities or functional limitations live their lives. It also
serves as a comprehensive online resource and social networking 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, released the general availability version of the main
website on October 1, 2007, and released an updated and enhanced version 2.0 of
its main website 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 began re-branding Lovebyrd.com in February 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
previously untapped 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 national and regional online advertising campaigns, as well as
organic and social marketing intended to encourage people to visit our site. We
believe that with the present absence of a comprehensive, community-oriented website
specifically for people

13

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.

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. During the quarter ended December 31, 2007 and through the quarters
ended March 31, 2008, and June 30, 2008, our focus began to switch from
organizational matters and the initial launch of our main website, to
operational matters related to (a) expanding the resources, services and
capabilities of our main website and social networking platform, (b) launching
additional resources and services through related microsites and the Companys
marketplace, (c) integrating our main website and related microsites into the
Disaboom Network, (d) driving Internet traffic and registered users into our community,
and (e) beginning to generate cost per mille (CPM) related advertising
and sponsorship revenues, as well as directory services revenues.

Since
March 31, 2008, the Companys registered users have increased approximately
45%, from approximately 43,000 to approximately 62,000. From the quarter ended
March 31, 2008 through the quarter ended June 30, 2008, the Companys revenue
increased 184%, from $49,860 to $141,355. Organic traffic represented 24% of
the Companys total traffic in January 2008, and represented 58% of total
traffic in June 2008. Average page views per visit increased approximately 20%
from the quarter ended March 31, 2008 to the quarter ended June 30, 2008, from
3.8 page views per visit to 4.5 page views per visit. Absolute and relative
increases in organic traffic and page views per visit not only reduce the need
for online and offline advertising campaigns to promote the Disaboom Network
via media related expenditures, but also increase the Companys available
inventory for internet advertising and directory services.

Business
Changes and Product Launches

The
Company has also begun to respond aggressively to changing internet advertising
industry conditions. While the growth of traditional static banner and display
advertising has generally slowed due to pricing declines, advertising agency
commitments and other factors, the growth of search related, landing page and
microsite related, social network related, rich media, and other forms of
online advertising are accelerating. During the quarter ended June 30, 2008 and
through the filing date of this Form 10-Q, the Company has begun to reduce its
investment in media related expenditures in response to the changing market
conditions, reduced the number of employees primarily dedicated to the sale and
support of CPM advertising, and launched new products which we believe will
enhance the Companys growth in future quarters.

The
Companys media related expenditures were reduced by approximately 25% from the
quarter ended June 30, 2008 versus the prior quarter, and were reduced
approximately 50% from the month of May 2008 to the month of June 2008. The
Company has already dramatically reduced its actual and planned media related
expenditures for the quarter ended September 30, 2008, and anticipates its
media related expenditures will be $0 in the quarter ended December 31, 2008.
In response to changing market conditions, as well as changes in the Companys
planned media related expenditures and sales focus, the Company reduced its
workforce by approximately 20% in July 2008, which primarily included employees
dedicated to the sale and support of CPM advertising.

On
July 7, 2008, the Company launched a marketplace business directory on its main
disability related website www.disaboom.com. The marketplace enables
local and national business owners and managers a cost-effective channel to
reach our targeted community. Business owners and managers are able to display
a searchable business listing that provides certain required contact details
and optional information about their business, a photo/image, a link to their
own website or landing page, and the opportunity to offer a discounted product,
service or other incentive (e.g., coupon) to members of our community. National
and Local Business Listings are grouped in a growing number of major categories
and subcategories and searchable based on various criteria. Advertisers select
the subcategory for their Listing, and have the option to purchase additional

14

categories.
Business listings were developed in response to user feedback from our
community to enable members of our community to locate, in their desired local
geographic market, numerous resources relevant to their day-to-day lives. It
also enables registered users access to our Members Club where business owners
have the opportunity to make discounted offers on products, services or other
incentives available to our community.

Additionally,
on July 7, 2008, the Company launched two text advertising packages linked to
its Business Listing product offerings, and available on its main disability
related website www.disaboom.com. Text advertising packages enable local and
national business owners the opportunity to reach the widest audience of
potential customers within our community. National and Local Packages each
include a text advertisement containing the company logo, contact information,
and a link back to their website, include a certain level of guaranteed
advertising impressions depending upon whether a National or Local Package, and
include a National or Local Business Listing. Text advertisements may be
targeted by zip codes, in a specific section of the website, or be run of site.
National and Local packages enable the Company to bundle its products, sell
available CPM inventory in a non-traditional way, charge premium pricing for
CPM advertising inventory versus current banner or display advertising market
prices, and minimize CPM advertising support costs. Advertisers who are
interested in or purchase National or Local Packages also represent a
cost-effective database of leads for the potential upsell of sponsorship and
CPM advertising opportunities.

Finally,
also on July 7, 2008, the Company launched a directory service for business
owners and managers to build and upload a company profile on Disabooms
disability employment related website www.disaboomjobs.com. Company Profiles
enable local and national business owners and managers to become a featured
company interested in and committed to the employment of people living with a
disability or functional limitation. A Company Profile includes company contact
information, a link to the companys website or a specific landing page, a
photo/image, access to the Companys database of resumes posted by members of
our community, and searchable disability-friendly or demographic-specific job
postings the company may wish to advertise specifically to our community (in
addition to all of its existing job openings). It also includes optional
information and/or links to content promoting or featuring specific employees,
career growth for, and/or special benefits related to living with a disability
and working for the company, or any company initiatives for hiring veterans with
disabilities. Company Profiles also enable advertisers to demonstrate their
commitment to and enhance their compliance with various disability-related
federal contract requirements. Company Profiles were developed in response to
corporate feedback for employment-related advertising and recruitment
opportunities, enhanced compliance, and access to the Companys database of
resumes.

Business
owners and managers who purchase Business Listings, Packages, and Company
Profiles Advertiser must pay in full during the sign up process. The term
for Listings and Company Profiles are 12 months. Advertisers may not terminate
or cancel the purchase of a Listing or Company Profile at any time during the
12 month term. Payments are non-refundable and non-cancellable.

Our
financial statements for the three and six months ended June 30, 2008 still
reflect minimal business activities primarily due to the Companys stage in its
development. Organic traffic represented 24% of the Companys total traffic in January
2008, and represented 58% of total traffic in June 2008. Average page views per
visit increased approximately 20% from the quarter ended March 31, 2008 to the
quarter ended June 30, 2008. From the quarter ended March 31, 2008 through the
quarter ended June 30, 2008, the Companys revenue increased 184%, from $49,860
to $141,355. During the quarter ended June 30, 2008, the Companys total cash
collections were approximately $125,000. During the period July 1, 2008 through
August 12, 2008, our total cash collections were approximately $125,000,
primarily due to the launch and initial success of the Business Listings,
Packages, and Company Profile products described above. The Company anticipates
continued accelerating growth in the quarters ending September 30, 2008 and
December 31, 2008 as a result of its growing portfolio of products, increased
operating efficiencies, and the further penetration of its community.

Focus Going
Forward

Our
focus during the quarter ended June 30, 2008 was, and throughout the remainder
of 2008, will likely continue to be:

15

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

(ii)
the sale of various types of marketplace directory services, including national
and local business listings, national and local packages, and company profiles,
thereby generating revenue and cash flow;

(iii)
to negotiate and to enter into advertising sponsorship and CPM related
agreements, thereby generating revenue and cash flow;

(iv)
to identify and pursue targeted traffic and growth opportunities via
acquisitions or other business relationships which are related to the Disaboom
Network and the Companys social networking platform, and;

(v)
to increase brand awareness and drive internet traffic and registered users to
and within our online community through various online and organic media
campaigns, business development and partnership initiatives, sponsorships, and
other activities.

Ultimately,
the features and products offered through the Disaboom Network and the
Companys social networking platform that we will focus our time and resources
to may change due to general market conditions and as a result of which
generates revenue for the Company.

We
believe that the greater the awareness in the marketplace of the Disaboom
Network, our community and brand, and our social networking 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:

Our
financial statements for the three and six months ended June 30, 2008, and for
the period from September 5, 2006 (inception) through June 30, 2008 reflect
minimal business activities. During 2007 the activities of the Company were
primarily organizational in nature. During the quarter ended December 31, 2007
and through the six months ended June 30, 2008, our focus began to switch from
organizational matters and the initial launch of our main website, to
operational matters related to our main website and related microsites, driving
Internet traffic and registered users, and beginning to generate advertising
and sponsorship revenues. As such we are unable to provide a meaningful
comparison of our financial condition and results of operations from the
recently completed quarter to the comparable quarter last year or our results
of operations of our fiscal 2008 year to date versus the comparable period in
fiscal 2007.

For
the quarter ended June 30, 2008, the Company experienced a net loss of
$3,317,819 or ($.08) per share, compared to a net loss of $812,045, or ($.03)
per share during the comparable period in the previous year. The $2,505,774
increase in net loss is primarily due to payroll related, as well as media and
market related expenditures. During the quarter ended June 30, 2007 we had 14
full time and no part time employees whereas at June 30, 2008, we had 35 full
time and 6 part time employees. During the quarter ended June 30, 2007, we did
not incur any expenses related to the promotion of our website as it was still
in the planning and early development stage. During the quarter ended June 30,
2008, we continued promoting the version 2.0 of our main website Disaboom.com,
launched and began promoting the microsite DisaboomJobs.com, and began
re-branding Lovebyrd.com. Since our inception in September 2006 our cumulative
net losses are $14,932,238.

During
the quarter ended December 31, 2007 and through the six months ended June 30,
2008, the Company began receiving limited amounts of revenue through the sale
of advertising and sponsorship products on the Disaboom Network. During the
quarter ended June 30, 2007, the Company had no earned revenue from its website
as we were still in the planning and early development stage of our website.
From the quarter ended March 31, 2008 through the quarter ended June 30, 2008,
the Companys revenue increased 184%, from $49,860 to $141,355. Existing sales
agreements range in term from one month test agreements to twelve month
agreements over which the contract value is earned and recognized as revenue.
Advertising revenue is recognized ratably over the period in which it is earned
through the development of sponsor landing pages,

16

microsites and
channels, publishing business listings or company profiles, or the delivery of
advertising impressions by recognized and independent third party vendors.

During
the quarter ended June 30, 2008, our operating expenses totaled $3,528,975 as
compared to $833,793 for the comparable quarter in 2007 when the Company had 14
full time employees. This increase is primarily attributable to: (i) payroll
related expenses for our current management and staff, (ii) media and marketing
related expenses for the promotion and creation of advertising inventory
related to the Disaboom Network, (iii) licensed and purchased content, site
development and operations, and (iv) various general and administrative
expenses related to our expanding business operations.

Liquidity
and Capital Resources

As
of June 30, 2008 we had current assets of $5,592,417 including $3,640,599 in
cash and cash equivalents, and $1,409,654 in short-term investments.

During
our fiscal year ended December 31, 2007 and in the quarters ended March 31,
2008 and June 30, 2008, we generated limited amounts of advertising revenues.
Although our revenues generated increased 184% in the quarter ended June 30,
2008 versus the quarter ended March 31, 2008, we currently fund our operations
primarily through funds raised in private placements of our equity securities
completed in March, September, October and December 2007 and March and April
2008. In March 2008 we received additional funds upon the exercise of certain
warrants that the Company issued in September and October 2007. Additionally,
on April 4, 2008 we closed a private placement of our equity securities in an
aggregate amount of $800,000.

We
expect the proceeds from these offerings, including proceeds collected from the
exercise of the warrants, to be sufficient to cover our costs and expenses for
at least the next twelve months and through the date at which we project our
operations will be cash flow positive. However, estimates for expenses may
change in which case our capital would not be sufficient for this time period.
Further, we may determine it is appropriate to raise additional capital for
working capital and general corporate purposes. If we need, or elect, to obtain
additional debt or equity financing, there can be no assurance that additional
financing will be available on reasonable terms, if at all.

ITEM 4T. Controls and Procedures.

a.
Disclosure ControlsAs
of June 30, 2008, we have carried out an evaluation under the supervision of,
and with the participation of our Chief Executive Officer and our Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rule 13a-15(e) under the
Securities and Exchange Act of 1934, as amended. Based on the
evaluation as of June 30, 2008, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and procedures (as defined
in Rule 13a-15(e)) under the Securities Exchange Act of 1934) were effective.

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

b.
Changes in
  Internal Control Over Financial ReportingThere
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

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

On
February 29, 2008 the Company filed a complaint against Cowboy International,
Inc. (Cowboy) in the Colorado District Court, for the District of Arapahoe
County. The nature of the Companys claims and Cowboys counterclaims was
previously disclosed in our quarterly report on Form 10-Q for the quarter ended
March 31, 2008. There have been no material developments with this legal
proceeding since the date that the Form 10-Q was filed.

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, 2007 or in our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2008.

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

The
following sets forth the information required by Item 701 of Regulation S-K
with respect to the unregistered sale of equity securities that occurred during
the quarter or subsequently and not previously reported in our quarterly report
on Form 10-Q for the quarter ended March 31, 2008.

On April 8, 2008 we granted employees an
aggregate of 1,175,000 options to purchase our common stock exercisable at
$1.15 per share. In our previous Form 10-Q, we disclosed that we granted
975,000 options on April 8, 2008. These 975,000 options are included in the
1,175,000 options disclosed herein. The options only vest upon the achievement
of certain defined performance goals. The options were granted in consideration
for services to be performed by the employees. We relied on the exemption from
registration provided by Section 4(2) under the Securities Act of 1933 for
these option 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 these option grants. Of these options, 725,000 were
subsequently forfeited.

On
May 15, 2008 we issued a consultant who represented that it is an accredited
investor a warrant to purchase 25,000 shares of the Companys common stock. The
warrant is exercisable at $1.41 through May 15, 2013. Five thousand of the
shares underlying the warrant vested immediately. The remaining 20,000 shares
underlying the warrant vest only upon the achievement of certain defined
performance objectives. We relied on the exemption from registration provided
by Section 4(2) under the Securities Act of 1933, and Rule 506 promulgated
thereunder for this issuance. No commissions or other remuneration was paid in
connection with this issuance.

On
May 19, 2008 we granted an employee an aggregate of 100,000 options to purchase
our common stock exercisable at $1.41 per share. The option only vests upon the
achievement of certain defined performance goals. The option was granted in
consideration for the person agreeing to become a Company employee and for
services to be rendered in the recipients capacity as an employee. We relied
on the exemption from registration provided by Section 4(2) under the
Securities Act of 1933 for this option grant because we: (i) did not engage in
any public advertising or general solicitation in connection with the grant;
(ii) made available to the 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
the recipient obtained all information regarding the Company he requested (or
believed appropriate) and received answers to all questions he or she (and his

II - 1

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
May 27, 2008, we issued an aggregate of 29,727 shares to an investor upon the
exercise of warrants granted in December. We received $29,727 upon the exercise
of the warrants. The proceeds will be used for working capital and general
corporate purposes. The shares were issued to an accredited investor, and thus
in reliance on the exemption from registration contained in Section 4(2) of the
1933 Act and Rule 506 of Regulation D. No commissions or other remuneration was
paid upon the exercise of the warrant.

On
June 2, 2008 we granted employees an aggregate of 24,000 options to purchase
our common stock exercisable at $1.33 per share. The options only vest upon the
achievement of certain defined performance goals. The options were granted in
consideration for the person agreeing to become a Company employee and for
services to be rendered in the recipients capacity as an employee. We relied
on the exemption from registration provided by Section 4(2) under the
Securities Act of 1933 for this option grant 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 these issuances. Of these
options, 12,000 were subsequently forfeited.

On
June 3, 2008 we granted an employee an aggregate of 12,000 options to purchase
our common stock exercisable at $1.33 per share. The option only vests upon the
achievement of certain defined performance goals. The option was granted in
consideration for or the person agreeing to become a Company employee and for
services to be rendered in the recipients capacity as an employee. We relied
on the exemption from registration provided by Section 4(2) under the
Securities Act of 1933 for this option grant 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. These options
were subsequently forfeited.

On
June 6, 2008, we issued an aggregate of 79,454 shares to an investor upon the
exercise of warrants granted in December. We received $79,454 upon the exercise
of the warrants. The proceeds will be used for working capital and general
corporate purposes. The shares were issued to an accredited investor, and thus
in reliance on the exemption from registration contained in Section 4(2) of the
1933 Act and Rule 506 of Regulation D. No commissions or other remuneration was
paid upon the exercise of the warrants.

On
June 9, 2008 we granted an employee an aggregate of 10,000 options to purchase
our common stock exercisable at $1.20 per share with the option vesting on a
pro-rata basis over a three year period from the date of grant. The option was
granted in consideration for the person agreeing to become a Company employee
and for services to be rendered in the recipients capacity as an employee. We
relied on the exemption from registration provided by Section 4(2) under the
Securities Act of 1933 for this option grant 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

II - 2

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. These options were
subsequently forfeited.

On
June 16, 2008 we granted employees an aggregate of 10,000 options to purchase
our common stock exercisable at $1.20 per share with the option vesting on a
pro-rata basis over a three year period from the date of grant. The options
were granted in consideration for the persons agreeing to become a Company
employee and for services to be rendered in the recipients capacity as
employees. We relied on the exemption from registration provided by Section
4(2) under the Securities Act of 1933 for these option 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 these issuances. Of these
options, 5,000 were subsequently forfeited.

On
June 23, 2008 we granted an employee an aggregate of 12,000 options to purchase
our common stock exercisable at $1.15 per share. The option only vests upon the
achievement of certain defined performance goals. The option was granted in
consideration for the person agreeing to become a Company employee and for
services to be rendered in the recipients capacity as an employee. We relied
on the exemption from registration provided by Section 4(2) under the
Securities Act of 1933 for this option grant because we: (i) did not engage in
any public advertising or general solicitation in connection with the grant;
(ii) made available to the 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
the recipient obtained all information regarding the Company he requested (or
believed appropriate) and received answers to all questions he or she (and his
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
June 30, 2008 we granted an employee an aggregate of 36,000 options to purchase
our common stock exercisable at $1.10 per share. The option only vests upon the
achievement of certain defined performance goals. The option was granted in
consideration for the person agreeing to become a Company employee and for
services to be rendered in the recipients capacity as an employee. We relied
on the exemption from registration provided by Section 4(2) under the
Securities Act of 1933 for this option grant because we: (i) did not engage in
any public advertising or general solicitation in connection with the grant;
(ii) made available to the 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
the recipient obtained all information regarding the Company he requested (or
believed appropriate) and received answers to all questions he or she (and his
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
June 30, 2008 we granted an employee an aggregate of 30,000 options to purchase
our common stock exercisable at $1.10 per share; 15,000 of the options vest on
a pro-rata basis over a three year period from the date of grant and 15,000
options vest upon the achievement of certain defined performance goals. The
option was granted in consideration for the person agreeing to become a Company
employee and for services to be rendered in the recipients capacity as an
employee We relied on the exemption from registration provided by Section 4(2)
under the Securities Act of 1933 for this option grant because we: (i) did not
engage in any public advertising or general solicitation in connection with the
grant; (ii) made available to the 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 the recipient obtained all information regarding the Company he requested
(or believed appropriate) and received answers to all questions he or she (and
his

II - 3

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
July 1, 2008 we granted an employee an aggregate of 42,000 options to purchase
our common stock exercisable at $1.01 per share; 30,000 of the options vest on
a pro-rata basis over a three year period from the date of grant and 12,000
options vest upon the achievement of certain defined performance goals. The
option was granted in consideration for the person agreeing to become a Company
employee and for services to be rendered in the recipients capacity as an
employee. We relied on the exemption from registration provided by Section 4(2)
under the Securities Act of 1933 for this option grant because we: (i) did not
engage in any public advertising or general solicitation in connection with the
grant; (ii) made available to the 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 the recipient obtained all information regarding the Company he requested
(or believed appropriate) and received answers to all questions he or she (and
his 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
July 18, 2008 we granted an employee an aggregate of 5,000 options to purchase
our common stock exercisable at $0.55 per share with the options vesting on a
pro-rata basis over a three year period from the date of grant. The option was
granted in consideration for the person agreeing to become a Company employee
and for services to be rendered in the recipients capacity as an employee. We
relied on the exemption from registration provided by Section 4(2) under the
Securities Act of 1933 for this option grant 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.

ITEM 5. Other Information

We held our
last annual meeting of shareholders on August 21, 2007. In the definitive proxy
statement for that meeting we advised our shareholders that we expected to hold
our next annual meeting of shareholders in August 2008. Although we have not
set a definitive date we expect to hold our next annual meeting of shareholders
in October or November 2008.

II - 4

ITEM 6. Exhibits.

3.1
Articles of Incorporation, as amended (1)3.1.1
Amendment to the Articles of Incorporation(2)3.2
Bylaws (3)31.1
Certification of CEO 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.31.2
Certification of 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 Pursuant to 18 U.S.C. Section 1350, as adopted
  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.32.2
Certification of 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.II - 5

DISABOOM INC.

SIGNATURES

In
accordance with Section 12, 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

DISABOOM, INC.

August 14,
  2008
By:
/s/ J.W. RothDate

J.W. Roth,Principal
  Executive OfficerAugust 14,
  2008
By:
/s/ John
  WalpuckDate

John
  Walpuck,President
  and Principal Financial OfficerII - 6