FORM 10-Q

|                                                                                           
|-------------------------------------------------------------------------------------------
|xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
  THE SECURITIES EXCHANGE ACT OF 1934
|For the quarterly period ended September 30, 2008                                          
|                                                                                           
|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  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 þ

There were
43,435,270  shares of the issuer's common stock, par value $0.0001,  outstanding as of
November 11, 2008.

---



# DISABOOM INC.

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

|                                                                          | PAGE
|------------------------------------------------------------------------- | ----
|
|PART 1Financial Information                                              |     
|                                                                          |     
|Item 1.  Financial Statements:                                            |     
|                                                                          |     
|Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007 |     
|                                                                          |     
|Statements of Operations for the three-month and nine-month periods ended |     
|September 30, 2008 and September 30, 2007 (unaudited)                     |     
|                                                                          |     
|Statements of Cash Flows for the nine-month periods ended                 |     
|September 30, 2008 and September 30, 2007 (unaudited)                     |     
|                                                                          |     
|Notes to Financial Statements (unaudited)                                 |     
|                                                                          |     
|Item 2. Management's Discussion and Analysis                              |     
|                                                                          |     
|Item 4T. Controls and Procedures                                          |     
|                                                                          |     
|PART II - Other Information                                               |     
|                                                                          |     
|Item 1. Legal Proceedings                                                 |     
|                                                                          |     
|Item 1A. Risk Factors                                                     |     
|                                                                          |     
|Item 2. Unregistered Sales of Securities and Use of Proceeds              |     
|                                                                          |     
|Item 5.  Other Information                                                |     
|                                                                          |     
|Item 6. Exhibits                                                          |     

---



# DISABOOM, INC.
                         BALANCE SHEETS

|                                                                        | September 30, 2008 |  | December 31, 2007 |            
|----------------------------------------------------------------------- | ------------------ |  | ----------------- | -----------
|
|ASSETS                                                                  |                    |  |                   |            
|Current assets:                                                         |                    | 
|Cash and cash equivalents                                               |                    |  | $                 | 1,957,798  
|Short-term investments                                                  |                    |  |                   | 1,337,982  
|Accounts receivable                                                     |                    |  |                   | 336,523    
|Prepaid expenses                                                        |                    |  |                   | 211,904    
|                                                                        |                    |  |                   |            
|Total current assets                                                    |                    |  |                   | 3,844,207  
|Property and equipment, net                                             |                    |  |                   | 66,078     
|Deposits                                                                |                    |  |                   | 10,917     
|                                                                        |                    |  |                   |            
|Total assets                                                            |                    |  | $                 | 3,921,202  
|                                                                        |                    |  |                   |            
|LIABILITIES AND SHAREHOLDERS' EQUITY                                    |                    | 
|Current liabilities:                                                    |                    | 
|Accounts payable                                                        |                    |  | $                 | 382,095    
|Accrued expenses                                                        |                    |  |                   | 251,826    
|Unearned revenue                                                        |                    |  |                   | 320,490    
|Other current liabilities                                               |                    |  |                   | 4,510      
|                                                                        |                    |  |                   |            
|Total liabilities (all current)                                         |                    |  |                   | 958,921    
|                                                                        |                    |  |                   |            
|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 65,000,000                  |                    |  |                   |           
|shares; 43,323,603 and  41,926,080 issued and outstanding, respectively |                    |  |                   | 4,332      
|Additional paid-in capital                                              |                    |  |                   | 20,212,939 
|Accumulated deficit                                                     |                    |  |                   | (17,254,990
|                                                                        |                    |  |                   |            
|Total shareholders' equity                                              |                    |  |                   | 2,962,281  
|                                                                        |                    |  |                   |            
|Total liabilities and shareholders' equity                              |                    |  | $                 | 3,921,202  
|                                                                        |                    |  |                   |            

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

2

---



# DISABOOM, INC.
        STATEMENTS OF OPERATIONS                (Unaudited)

|                                               | Three months ended September 30, 2008 |  | Three months ended September 30, 2007 |            | Nine months ended September 30, 2008 |   | Nine months ended September 30, 2007 |  
|---------------------------------------------- | ------------------------------------- |  | ------------------------------------- | ---------- | ------------------------------------ | - | ------------------------------------ | -
|
|Revenue                                        |                                       |  | $                                     | 196,242    |                                      | $ | 5,910                                |  
|Expenses:                                      |                                       | 
|Sales and marketing                            |                                       |  |                                       | (947,496   | )                                    |   | (187,188                             | )
|General, administrative and other              |                                       |  |                                       | (1,512,951 | )                                    |   | (2,270,849                           | )
|                                               |                                       |  |                                       |            |                                      |   |                                      |  
|Loss from operations                           |                                       |  |                                       | (2,264,205 | )                                    |   | (2,452,127                           | )
|Other income (expense):                        |                                       | 
|Interest income                                |                                       |  |                                       | 9,630      |                                      |   | 11,495                               |  
|Loss on short-term investments                 |                                       |  |                                       | (68,178    | )                                    |   |                                     |  
|                                               |                                       |  |                                       |            |                                      |   |                                      |  
|Net loss                                       |                                       |  | $                                     | (2,322,753 | )                                    | $ | (2,440,632                           | )
|                                               |                                       |  |                                       |            |                                      |   |                                      |  
|Net loss per share, basic and diluted (Note 2) |                                       |  | $                                     | (0.05      | )                                    | $ | (0.09                                | )
|                                               |                                       |  |                                       |            |                                      |   |                                      |  
|Weighted average number of common shares       |                                       | 
|outstanding, basic and diluted (Note 2)        |                                       |  |                                       | 43,322,911 |                                      |   | 27,876,454                           |  
|                                               |                                       |  |                                       |            |                                      |   |                                      |  

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

3

---



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

|                                                                        | Nine months ended September 30, 2008 |  | Nine months ended September 30, 2007 |           
|----------------------------------------------------------------------- | ------------------------------------ |  | ------------------------------------ | ----------
|
|Cash flows from operating activities:                                   |                                      |  |                                      |           
|Net loss                                                                |                                      |  | $                                    | (9,288,654
|Adjustments to reconcile net loss to cash                               |                                      | 
|used in operating activities:                                           |                                      | 
|Stock-based compensation expense                                        |                                      |  |                                      | 684,072   
|Common stock issued for services                                        |                                      |  |                                      | 47,500    
|Unrealized loss on short-term investments                               |                                      |  |                                      | 150,726   
|Depreciation expense                                                    |                                      |  |                                      | 13,969    
|Changes in operating assets and liabilities:                            |                                      | 
|Short-term investments                                                  |                                      |  |                                      | 723,734   
|Accounts receivable                                                     |                                      |  |                                      | (258,810  
|Prepaid expenses and deposits                                           |                                      |  |                                      | (110,833  
|Accounts payable                                                        |                                      |  |                                      | 163,031   
|Accrued expenses                                                        |                                      |  |                                      | 65,838    
|Advances, related party                                                 |                                      |  |                                      |          
|Unearned revenue                                                        |                                      |  |                                      | 314,500   
|Other current liabilities                                               |                                      |  |                                      | (4,059    
|                                                                        |                                      |  |                                      |           
|Net cash used in operating activities                                   |                                      |  |                                      | (7,498,985
|                                                                        |                                      |  |                                      |           
|Cash flows from investing activities:                                   |                                      | 
|Purchase of property and equipment                                      |                                      |  |                                      | (49,915   
|                                                                        |                                      |  |                                      |           
|Net cash used in investing activities                                   |                                      |  |                                      | (49,915   
|                                                                        |                                      |  |                                      |           
|Cash flows from financing activities:                                   |                                      | 
|Proceeds from issuance of common stock                                  |                                      |  |                                      | 2,342,000 
|Proceeds from redemption of warrants, net                               |                                      |  |                                      | 2,720,947 
|Proceeds from exercise of options                                       |                                      |  |                                      | 11,000    
|Proceeds applied to receivable from issuance of common stock            |                                      |  |                                      |          
|                                                                        |                                      |  |                                      |           
|Net cash provided by financing activities                               |                                      |  |                                      | 5,073,947 
|                                                                        |                                      |  |                                      |           
|(Decrease) increase in cash and cash equivalents                        |                                      |  |                                      | (2,474,953
|Cash and cash equivalents at beginning of period                        |                                      |  |                                      | 4,432,751 
|                                                                        |                                      |  |                                      |           
|Cash and cash equivalents at end of period                              |                                      |  | $                                    | 1,957,798 
|                                                                        |                                      |  |                                      |           
|Supplemental disclosure of non-cash investing and financing activities: |                                      | 
|Conversion of related party advances to common stock                    |                                      |  |                                      |           
|                                                                        |                                      |  |                                      |           
|Payment of accounts payable with common stock                           |                                      |  |                                      |           
|                                                                        |                                      |  |                                      |           
|                                                                        |                                      | 
|                                                                        |                                      | 

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

4

---



# DISABOOM, INC.

# NOTES TO FINANCIAL
STATEMENTS

# Nine months ended
September 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 nine months ended September 30, 2008, our
focus changed from organizational matters 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
the periods prior to September 30, 2008, the Company was classified as a development
stage company in accordance with Statement of Financial Accounting Standards (FFAS)
No. 7, Accounting and Reporting by Development Stage Enterprises.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
balance sheet as of September 30, 2008, and the statements of operations and cash flows
for the three and nine month periods ended September 30, 2008 and 2007, 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 September
30, 2008, and for all periods presented have been  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:
|-- | -------------------------------------------

| | Revenue
recognition:
| | --------------------

| | Duringthe
nine months ended September 30, 2008, the Company received limited amounts of revenue
primarily through the sale of advertising and sponsorship products on its version 2.0
main website Disaboom.com, related microsites DisaboomJobs.com and Lovebyrd.com, as well
as from directory services revenues related to the Companys marketplace.
Advertising and sponsorship revenue comprised 96% 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, microsites and channels on the Companys
websites, (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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

---



| | 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-terminvestments
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, Accountingfor Certain Investments in Debt and Equity Securities.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Marketablesecurities
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 historically
low risk. Subsequent to September 30, 2008, the current credit crisis in the
United States has continued and capital market conditions have been highly
volatile. The market value of the Company's  short-term investments have
declined and the Company has recorded an additional unrealized loss of
approximately $170,800 for the month ended October 31, 2008, which represents
approximately 13% of the Companys short-term investments.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 doubtful accounts, historical experience, and other currently available evidence.
The allowance for doubtful accounts was zero at September 30, 2008 and December 31, 2007.
The Company generally does not require collateral from its customers.  At September
30, 2008, three customers accounted for 56%, 6%, and 5% of the outstanding accounts
receivable. The  56% balance was  received by the Company on October 1,
2008.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6

---



| | 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 September 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 nine months ended September 30, 2008 and 2007,
website development costs of approximately $69,000, $160,000, $183,000, and $431,000,
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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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. No options or shares of
common stock were issued under the 2008 Plan during the period ended September 30, 2008.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the nine months ended September 30, 2008, the Company granted 2,691,000 stock options to
employees at a weighted average exercise price of $1.21 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 nine months ended September 30, 2008 was estimated to be $.61 per option. The
Company used the following assumptions to determine the fair value of stock option grants
during the nine months ended September 30, 2008 and 2007:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        | 2008 |  | 2007         | 
|----------------------- | ---- |  | ------------ | 
|
|Expected life (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 stock options.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

---



Summary
of stock option activity for the nine months ended September 30, 2008 is presented
below:

|                                  | Shares
Under
Option |  | Weighted
Average
Exercise
Price |            | Weighted
Average
Remaining
Contractual
Life (Years) |   | Aggregate
Intrinsic
Value | 
|--------------------------------- | ------------------- |  | ------------------------------- | ---------- | --------------------------------------------------- | - | ------------------------- | 
|Outstanding at January 1, 2008    |                     |  |                                 | 6,158,500  |                                                     | $ | 0.85                      | 
|Granted                           |                     |  |                                 | 2,691,000  |                                                     | $ | 1.21                      | 
|Exercised                         |                     |  |                                 | (22,000    | )                                                   | $ | 0.50                      | 
|Expired                           |                     |  |                                 | (475,000   | )                                                   | $ | 0.82                      | 
|Forfeited                         |                     |  |                                 | (4,149,998 | )                                                   | $ | 1.22                      | 
|                                  |                     |  |                                 |            |                                                     |   |                           | 
|Outstanding at September 30, 2008 |                     |  |                                 | 4,202,502  |                                                     | $ | 0.70                      | 
|                                  |                     |  |                                 |            |                                                     |   |                           | 
|Exercisable at September 30, 2008 |                     |  |                                 | 1,776,581  |                                                     | $ | 0.38                      | 
|                                  |                     |  |                                 |            |                                                     |   |                           | 

| | During
the three and nine month periods ended September 30, 2008, compensation expense of $55,835
and $18,808 were recorded.
| | ----------------------------------------------------------------------------------------------------------------------------

| | A
summary of the status of the Companys non-vested shares as of and for the nine
months ended September 30, 2008, is presented below.
| | --------------------------------------------------------------------------------------------------------------------------------------

|Nonvested Shares                |  | Nonvested
Shares
Under
Option |  | Weighted
Average
Grant Date
Fair Value |  
|------------------------------- |  | ----------------------------- |  | -------------------------------------- | -
|Nonvested at January 1, 2008    |  |                               |  | 4,726,000                              |  
|Granted                         |  |                               |  | 2,691,000                              |  
|Vested                          |  |                               |  | (841,081                               | )
|Forfeited                       |  |                               |  | (4,149,998                             | )
|                                |  |                               |  |                                       
|Nonvested at September 30, 2008 |  |                               |  | 2,425,921                              |  
|                                |  |                               |  |                                       

| | As
of September 30, 2008, the Company had $485,468 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 (13,630,842 at September 30,
2008 and 10,734,500 at September 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, the
Company issued an aggregate of 2,623,501 shares to investors upon the exercise of
warrants granted in September and October 2007. The Company received $2,623,501 upon the
exercise of the warrants. The proceeds are being 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 became available for other
corporate purposes.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

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| | On
March 13, 2008, J. Glen House, a co-founder, officer, and former director of the Company
voluntarily 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 and September 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 common stock at $1.15 per share exercisable for 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 per share, 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, and compensation expense of $19,420 was recorded at
September 30, 2008.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
May 27, 2008, the Company 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 2007. 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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
July 14, 2008, a former employee of the Company was issued 4,545 shares of the Companys
common stock in exchange for consulting services, valued at $5,000.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

10

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|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 the 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 paid 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. Effective November 1, 2008,
the Company has terminated its monthly payments to MCG.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 District Court for
the County of Arapahoe, Colorado. On March 20, 2008, Cowboy removed the case from state
court to the United States District Court for the District of Colorado. On April 2, 2008,
Cowboy filed counterclaims seeking amounts allegedly due under the services agreement and
seeking monetary damages. On September 11, 2008, the United States District Court
dismissed the case upon the parties submission of a joint stipulation for
settlement and mutual releases. On that date, the parties enter into a mutual settlement
agreement and release, with neither party admitting liability, and pursuant to which
Disaboom paid Cowboy $90,000.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
February 29, 2008, Kevin Hall was appointed to the Companys 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. However, because Mr. Hall no longer serves on our Board of Directors
the option has been forfeited. 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, the Company verbally agreed to pay Mr.
Hall $10,000 per month until approximately July 31, 2008, and thereafter agreed to
pay Mr. Hall $3,750 per calendar quarter until either the Company or Mr. Hall terminated the
agreement. As of July 31, 2008, the Company ceased to pay Mr. Hall for consulting
services.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
October 2, 2008, a former employee of the Company was issued 20,000 shares of the Companys
common stock in exchange for consulting services.
| | ------------------------------------------------------------------------------------------------------------------------------------------------

| | On
October 7, 2008, as a result of significant changes in market conditions and other
factors, the Board of Directors approved the cancellation of certain existing employee
option grants prior to that date and the re-issuance of new options grants to such
existing employees at a strike price of $.45 per share. All other terms and conditions of
the option grants are to remain the same. The options at issue had strike prices ranging
from $.52 to $1.50 per share. This proposed cancellation and re-issuance excluded all
executive officers and members of the Companys Board of Directors. As of November
10, 2008, the Company has not yet cancelled or re-granted any employee options.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

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| | On
November 4, 2008, the Company and the Companys Chairman and former Chief Executive
Officer, mutually agreed to terminate the terms and obligations of his three year
employment agreement with the Company. Although the former executive officer is no longer
serving as the Companys Chief Executive Officer, he is continuing to serve as the
Chair of the Companys Board of Directors. The Company and the former Chief
Executive Officer agreed that certain restrictive covenants imposed on the executive
officer 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 officer severance equal to twelve months of his annual salary and for his
accrued but unused paid time off. On November 4, 2008, the Company also entered into a
business consulting agreement with this former executive officer whereby he agreed to
provide the Company on-going consulting services with regards to matters including public
relations, business promotion, and business growth and strategic business development.
The business consulting agreement will continue indefinitely and provides that the
executive officer will continue to be paid at a rate equivalent to his current salary for
the months of November and December 2008, and thereafter thereafter will be paid $5,000
per month.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
November 4, 2008, the Company entered into an amended and restated employment agreement
with its current President and Chief Financial Officer who was appointed to serve as the
Companys Chief Executive Officer. Consistent with the executives original
employment agreement, he will continue to be paid his current annual salary and current
monthly travel and housing allowance, although the allowance is subject to review and
adjustment on the first anniversary date of the employment agreement. Further, the
executive officer was granted an option to purchase 2.5 million shares of the Companys
common stock exercisable at $0.20 per share, vesting quarterly on a pro-rata basis over
three years, including partial accelerated vesting if the Company undergoes a change in
control event.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
November 5, 2008 the Companys shareholders
approved an amendment to our articles of incorporation to  increase the number of
authorized common shares to 100,000,000 from  65,000,000 shares.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
the quarter ended September 30, 2008, the Company granted employees an aggregate of
189,500 options to purchase our common stock at exercise prices that range from $.50 to
$1.01 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 September 30, 2008, the Company has granted
employees and members of its Board of Directors an aggregate of 3,435,500 options
(including the option to purchase 2.5 million shares of our common stock granted to our
new Chief Executive Officer, and including 800,000 options granted to five employee
managers vesting upon the achievement of defined performance objectives, 500,000 of such
options vesting upon the Company achieving the status of cash flow positive in our
business operations in the later part of 2009) to purchase common stock at exercise
prices that range from $.18 to $.24 per share. The options include grants under the
Companys 2006 Plan and 2008 Plan to non-employee members of our Board of Directors
and our new Chief Executive Officer, and are subject to vesting schedules or vest upon
the achievement of defined performance goals.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

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|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 of 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 nine month
periods ended September 30, 2008 and 2007 totaled approximately $31,642, $77,646,
$25,163, and $47,859, 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

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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, 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 a general availability beta version of its 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 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 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 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 website specifically for people living with or directly affected by
disabilities or functional limitations, this traditionally underserved target audience
will visit and participate in our community, and contribute to its growth and success.

14

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Summary
of Activities to Date

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 nine months ended September
30, 2008 our focus has changed 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.
Accordingly, during the three months ended September 30, 2008, we exited the "development stage" for financial reporting purposes.

Business
Changes and Business Progress

The
Company continues to respond aggressively to changing general economic and internet
advertising industry conditions. While the growth of traditional static banner and
display advertising has slowed in some online advertising market sectors due to pricing
declines, advertising agency commitments, recessionary economic conditions 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 September 30, 2008 and through the filing date of this Form 10-Q, the
Company aggressively reduced its investment in online media/advertising related
expenditures in response to changing market conditions. 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.

The
Companys online media/advertising related expenditures were reduced by
approximately 80% from the quarter ended September 30, 2008 versus the prior quarter.
Excluding marketplace related sales personnel hires and terminations during the quarter
ended September 30, 2008, total headcount from the beginning of the quarter through the
period ending October 31, 2008 was reduced approximately 20%. Total cash operating
expenditures were also reduced approximately 20% during the quarter ended September 30,
2008 versus the previous quarter.

From
the quarter ended June 30, 2008 through the quarter ended September 30, 2008, the Companys
revenue increased 39%, from $141,355 to $196,242. CPM advertising and sponsorship
billings increased 54% over the previous quarter to approximately $223,000. The Companys
marketplace, launched in July 2008, realized sales of approximately $140,000 for the
quarter ending September 30, 2008, and increased 66% in the month of October 2008 versus
September 2008. Total cash collections increased 96%, to $257,815, during the quarter
ended September 30, 2008 versus the previous quarter, and increased 195% versus the
previous quarter, to $388,895, when including checks received on October 1, 2008.

Online
media/advertising related expenditures were reduced by approximately 80% from the quarter
ended September 30, 2008 versus the prior quarter. The purpose of this reduction was to
aggressively respond to changing market conditions and to transition the Company to a
base of primarily organic traffic. After an initial decline in monthly unique visitors
early in the quarter ended September 30, 2008, monthly unique visitors increased 61%
during the period from August to September 2008, and increased an additional 52% from
September to October 2008, to reach over 620,000 monthly unique visitors. Absolute and
relative increases in monthly unique visitors and organic traffic not only reduce the
need for advertising and branding campaigns to promote the Disaboom Network via media
related expenditures, but also increase the Companys available advertising
impression inventory for CPM and directory services sales.

15

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The
Company anticipates continued accelerating growth in the quarter ended December 31, 2008
as a result of its growing base of monthly unique visitors and portfolio of products, the
continuing success of its marketplace and other new product launches, increased operating
efficiencies, and the further penetration of its community with primarily organic traffic.

Focus
Going Forward

Our
focus through the quarter ending December 31, 2008, and into 2009 will likely continue to
be:

(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 renewal of existing, and sale of new, advertising sponsorship and CPM
          related agreements, thereby generating revenue and cash flow;

(iii)       
          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;

(iv)       
          to drive internet traffic and registered users to and within our online
          community, and increase brand awareness, through various online, search
          engine-related, and organic media campaigns, business development and
          partnership initiatives, sponsorships, and other activities;

(v)       
          the continued growth of our sales 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 the
          later part of 2009; and

(vi)       
          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.

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 and cash flow 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:

During
2007, the activities of the Company were primarily organizational in nature. During the
nine months ended September 30, 2008, our focus changed from organizational matters to
operational matters. 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 periods in fiscal 2007.

From
the quarter ended June 30, 2008 through the quarter ended September 30, 2008, the
Companys revenue increased 39%, from $141,355 to $196,242. During the quarter ended
September 30, 2008, CPM advertising and sponsorship billings increased 54% over the
previous quarter to approximately $223,000. The Companys marketplace, launched in
July 2008, realized sales of approximately $140,000 for the quarter ending September 30,
2008, and marketplace sales increased 66% in the month of October 2008 versus September
2008. Total cash collections increased 96%, to $257,815, during the quarter ended
September 30, 2008 versus the previous quarter, and increased 195% versus the previous
quarter, to $388,895, when including checks received on October 1, 2008.

16

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The
Companys online media/advertising related expenditures were reduced by approximately
80% from the quarter ended September 30, 2008 versus the prior quarter. Excluding
marketplace related sales personnel hires and terminations during the quarter ended
September 30, 2008, total headcount from the beginning of the quarter through the period
ending October 31, 2008 was reduced approximately 20%. Total cash operating expenditures
were also reduced approximately 20% during the quarter ended September 30, 2008 versus the
previous quarter.

Online
media/advertising related expenditures were reduced by approximately 80% from the quarter
ended September 30, 2008 versus the prior quarter. The purpose of this reduction was to
aggressively respond to changing market conditions and to transition the Company to a base
of primarily organic traffic. After an initial decline in monthly unique visitors early in
the quarter ended September 30, 2008, monthly unique visitors increased 61% during the
period from August to September 2008, and increased an additional 52% from September to
October 2008, to reach over 620,000 monthly unique visitors. Absolute and relative
increases in monthly unique visitors and organic traffic not only reduce the need for
advertising and branding campaigns to promote the Disaboom Network via media related
expenditures, but also increase the Companys available advertising impression
inventory for CPM and directory services sales.

During
the quarter ended December 31, 2007 and through the nine months ended September 30, 2008,
the Company began receiving limited amounts of revenue through the sale of advertising and
sponsorship products, and directory services, on the Disaboom Network. During the quarter
ended September 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. Compared with the
quarter ended June 30, 2008, the Companys revenue increased 39%, from $141,355 to
$196,242 during the quarter ended September 30, 2008. 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,
microsites and channels, publishing business listings or company profiles, or the delivery
of advertising impressions by recognized and independent third party vendors.

For
the quarter ended September 30, 2008, the Company experienced a net loss of $2,322,753 or
($.05) per share, compared to a net loss of $2,440,632, or ($.09) per share during the
comparable period in the previous year. During the quarter ended September 30, 2008, our
operating expenses totaled $2,460,447 as compared to $2,458,037 for the comparable quarter
in 2007. As of September 30, 2007, the Company had 21 full time and no part time
employees, and outsourced all of its design, development and marketing efforts related to
the initial limited and general availability launches of its main website. As of September
30, 2008, the Company had 33 full time and 3 part time employees dedicated to all aspect
of the Companys website and content development, sales, and administrative
operations, and limited third Party vendor relationships. Total cash operating
expenditures were reduced approximately 20% during the quarter ended September 30, 2008
versus the quarter ended June 30, 2008.

# Liquidity and Capital
Resources

As
of September 30, 2008 we had current assets of $3,844,207, including $1,957,798 in cash
and cash equivalents, and $1,337,982 in short-term investments. Total cash, cash
equivalents and short-term investments were $3,295,780.

During
our fiscal year ended December 31, 2007 and in the fiscal quarters ended March 30, 2008,
June 30, 2008 and September 30, 2008, we generated limited amounts of advertising
revenues. Although our revenues generated increased 39% in the quarter ended September 30,
2008 versus the quarter ended June 30, 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.

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 historically
low risk. Subsequent to September 30, 2008, the current credit crisis in the
United States has continued and capital market conditions have been highly
volatile. The market value of the Company's short-term investments have
declined and the Company has recorded an additional unrealized loss of
approximately $170,800 for the month ended October 31, 2008, which represents
approximately 13% of the Companys short-term investments.

17

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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 into at least the third
quarter of 2009. However, estimates for expenses may change in which case our capital
would not be sufficient for this time period and 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
Controls
|-- | -------------------

As
of September 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 September 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 Reporting
|-- | ----------------------------------------------------

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

18

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# PART II  OTHER
INFORMATION

# ITEM 1.   Legal Proceedings

On
February 29, 2008, the Company filed a complaint against Cowboy International, Inc.
(Cowboy) in the District Court for the County of Arapahoe, Colorado. On March
20, 2008, Cowboy removed the case from state court to the United States District Court for
the District of Colorado. On April 2, 2008, Cowboy filed counterclaims seeking amounts
allegedly due under the services agreement and seeking monetary damages. On September 11,
2008, the United States District Court dismissed the case upon the parties
submission of a joint stipulation for settlement and mutual releases. On that date the
parties enter into a mutual settlement agreement and release, with neither party admitting
liability, and pursuant to which Disaboom paid Cowboy $90,000.

# ITEM 1A.   Risk Factors

Other
than the following, 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 subsequent Quarterly Reports on Form 10-Q:

We may require additional
capital in the future and we cannot assure you that capital will be available on reasonable terms, if
at all, or on terms that would not cause substantial dilution to your stock holdings.

With our projected operations and
expenditures, we expect that our current financial resources are sufficient to fund our
operations into at least our third quarter of fiscal 2009. However, we may deem that it is
appropriate to raise additional funds for general corporate and working capital purposes.
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. Any sale of a
substantial number of additional shares, or convertible securities, may cause dilution to
your investment and could also cause the market price of our common stock to decline.

In addition, the United States is
experiencing severe instability in the commercial and investment banking systems which is
likely to continue to have far-reaching effects on the economic activity in the country
for an indeterminable period. The long-term impact on the United States economy and the
Companys operating activities and ability to raise capital cannot be predicted at
this time, but may be substantial.

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 June 30, 2008 or in a current report on Form 8-K.

On
July 1, 2008, pursuant to the Company's 2006 Stock Option Plan ("the Plan"), we granted employees an aggregate of 30,000 options to
purchase our common stock exercisable at $1.01 per share with 10,000 options vesting
pro-rata on a annual basis over a three year period from the date of grant, and 20,000
options vesting on a quarterly basis over a one year period from the date of grant upon
the achievement of certain defined performance goals. 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.

II-1

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On
August 11, 2008, pursuant to the  Plan, we granted an employee 5,000 options to purchase our common stock
exercisable at $0.53 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. To the extent this option grant constituted a
sale of securities we relied on the exemption from registration provided by
Section 4(2) under the Securities Act of 1933 for this 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 she requested (or believed
appropriate) and received answers to all questions  she (and her 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
August 25, 2008, pursuant to the Plan, we granted an employee 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. To the extent this option grant
constituted a sale of securities we relied on the exemption from registration
provided by Section 4(2) under the Securities Act of 1933 for this grant because we: (i)
did not engage in any public advertising or general solicitation in connection with the
grant; (ii) made available 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  she requested (or
believed appropriate) and received answers to all questions  she (and her
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
August 27, 2008, pursuant to the Plan, we granted an employee an aggregate of 20,000
options to purchase our common stock exercisable at $0.50 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. To the extent
this option grant constituted a sale of securities we relied on the exemption
from registration provided by Section 4(2) under the Securities Act of 1933 for this
grant because we: (i) did not engage in any public advertising or general solicitation in
connection with the grant; (ii) made available 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
(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.

II-2

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On
September 10, 2008, pursuant to the Plan, we granted employees an aggregate of 105,000
options to purchase our common stock exercisable at $0.52 per share with the options
vesting on a pro-rata basis over a three year period from the date of grant. 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
October 7, 2008, pursuant to the Plan, we granted employees an aggregate of 72,000 options
to purchase our common stock exercisable at $.24 per share with the options vesting on a
monthly basis over a one year period from the date of grant upon the achievement of
certain defined performance goals. 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
November 4, 2008, pursuant to the Plan, we granted an employee an aggregate of 2,500,000
options to purchase our common stock exercisable at $.20 per share with the options
vesting quarterly on a pro-rata basis over three years, including partial accelerated
vesting if the Company undergoes a change in control event. The option was granted in
consideration for the recipients expanded responsibilities and continuing 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 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 believed that  the recipient obtained all information
regarding the Company he  requested (or believed appropriate) and received answers
to all questions he  (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
November 5, 2008, pursuant to the Plan, we granted employees an aggregate of 800,000
options to purchase our common stock exercisable at $.18 per share with the options
vesting on a quarterly basis over approximately a one year period from the date of grant
upon the achievement of certain defined performance goals. 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; (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;
and (iv) the employee is an accredited investor. No commissions or other remuneration was
paid in connection with this issuance.

II-3

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On
November 5, 2008, pursuant to the Companys 2008 Stock Option Plan, we granted six of
our directors options to purchase our common stock exercisable at $0.18 per share.
Five directors were granted an option to purchase 75,000 shares of our common stock and
one director was granted an option to purchase 50,000 shares of common stock. All of the
options granted vest in full one year from the date of grant. The options were granted in
consideration for the directors services to the Company for certain directors
serving on committees of the Board of Directors. To the extent these option grants
constituted sales of securities we relied on the exemptions from registration
provided by Section 4(2) and 4(6) 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; (iii) believed that for each grant the
recipients obtained all information regarding the Company he requested (or believed
appropriate) and received answers to all questions he (and their advisors) posed, and
otherwise understood the risks of accepting our securities for investment purposes; and
(iv) each of the directors is an accredited investor. No commissions or other remuneration
was paid in connection with this issuance.

# ITEM 4.   Other Information

On November 5, 2008 we held our
annual meeting of shareholders. We reported the results of that meeting in a current
report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2008.

# ITEM 6.   Exhibits.

|3.1 | Articles
of Incorporation, as amended (1)
|--- | -----------------------------------------

|3.1.1 | Amendment
to the Articles of Incorporation(2),(4)
|----- | -------------------------------------------------

|3.2 | Bylaws
(3)
|--- | ----------

|10.1 | 2008
Stock Option Plans
|---- | -----------------------

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

| | (5) | Incorporated
by reference from Form S-1/A-2, filed October 16, 2003.
| | --- | --------------------------------------------------------------------

II-4

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# 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. |                                                                                     
|----------------- | -------------- | ------------------------------------------------------------------------------------
|November 14, 2008 | By:            | /s/ John Walpuck                                                                    
|                  |                | John Walpuck,
President, Principal Financial Officer
and Principal Executive Officer

II-5

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