**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 WASHINGTON,
        D.C. 20549
 
 **FORM
        10-KSB**
 
 x Annual
        Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
        1934
        for the fiscal year ended **December 31, 2007**
  o Transition Report under Section 13 or 15(d) of the Securities Exchange Act
        of
        1934
 
 *Commission
        File Number*********000-52490**
 
 **BOOMJ,
        Inc.**
 
 **(Formerly
        Reel Estate Services, Inc.)**
 (Name
        of
        Small Business Issuer in its charter)
 
 **Nevada**
              
              **98-0512515**(State
                  or other jurisdiction of incorporation or organization)
              
              (I.R.S.
                  Employer Identification Number)
  **9029
        South Pecos, Suite 2800 Henderson, NV 89074**
 (Address
        of principal executive offices, including Zip Code)
 
 **(702)
        463-7000**
 (Issuer's
        telephone number)
 
 SECURITIES
        REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT
 **Title
        of each class**
 **NONE**
 
 SECURITIES
        REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:
 **COMMON
        STOCK $0.001 PAR VALUE**
 
 Check
        whether Issuer: (1) has filed all reports required to be filed by section
        13 or
        15 (d) of the Securities and Exchange Act of 1934 during the preceding 12
        months
        and (2) has been subject to such filing requirements for the past 90
        days. **Yes** **x** No o
 
 Indicate
        by check mark if disclosure of delinquent filers pursuant to Rule 405 of
        Regulation S-K is not contained herein, and will not be contained, to the
        best
        of issuer's knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of this Form or any amendment to this
        Form
        10-KSB. o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-25 of the Exchange Act) **** Yes o **No** **x**
 
 Issuer's
        Revenues for its most recent fiscal year: $94,485 **.**
 
 The
        aggregate market value of the voting stock held by non-affiliates of the
        registrant as
        of
        March 31, 2008 (based upon the average of the bid and asked prices of these
        shares on the OTC Bulletin Board) was $24,699,862.
 
 The
        number of shares of the registrant's Common Stock outstanding as of March
        31,
        2008 was 37,014,496.
 
 
  **BOOMJ,
        INC.**
 (Formerly
        Reel Estate Services, Inc.)
 
 **TABLE
        OF CONTENTS**
 **Report
        on Form 10-KSB**
 **Page****PART
                  I**Item
                  1. Description of Business
              3Item
                  2. Properties
              14Item
                  3. Legal Proceedings
              14Item
                  4. Submission of Matters to Vote of Security Holders
              14**PART
                  II**Item
                  5. Market for Common Equity and Related Stockholder
                  Matters
              14Item
                  6. Management's Discussion and Analysis of Financial Condition
                  and Results
                  of Operations
              16Item
                  7. Consolidated Financial Statements
              20Item
                  8. Changes in and Disagreements with Accountants on Accounting
                  and
                  Financial Disclosure
              208A(T).
                  Controls and Procedures
              208B.
                  Other Information
              22**PART
                  III**Item
                  9.  Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act
              22Item
                  10. Executive Compensation
              24Item
                  11. Security Ownership of Certain Beneficial Owners and
                  Management
              25Item
                  12. Certain Relationships and Related Transactions
              25**PART
                  IV**Item
                  13. Exhibits
              26Item
                  14. Principal Accountant Fees and Services
              27Signatures
              28
  2
  **PART
        I**
 
 Except
        for the historical information contained herein, the matters discussed
        throughout this report, including, but not limited to, those that are stated
        as
        this company's belief or expectation or preceded by the words ”should"
“believes,” “anticipates,” “expects,” “estimates,” “plan,” “may,” “intends,”
“will,” or similar terms are forward looking statements that involve risks to
        and uncertainties in the company's business and other risks and uncertainties
        that may be detailed from time to time in this company's reports filed with
        the
        Securities and Exchange Commission.
 
 **Item
        1.** **DESCRIPTION
        OF BUSINESS**
 
 **Background**
 
 We
        were
        incorporated in Nevada on January 12, 2006 under the name “Reel Estate Services,
        Inc.” Our initial business plan involved the establishment of a web-based
        service that listed properties that would be available for rental by film
        and
        television companies as filming locations. Traditionally companies searching
        for
        filming locations would retain the services of brokers who would charge a
        commission on the rental of the location.
 
 Following
        our incorporation our officers and directors were Leah Balderson, Jeffrey
        Hunter, and Ian Pederson.
 
 On
        October 31, 2006 we sold 1,650,000 shares of our common stock at a price
        of
        $0.02 per share to a group of private investors.
 
 We
        never
        earned any revenue from our internet site and we discontinued this business
        in
        September 2007.
 
 On
        October 25, 2007 Linda Rutter purchased 1,500,000 shares of our common stock
        from Ian Pedersen, Jeffrey Hunter and Leah Balderson.
 
 On
        that
        same date, Ms. Balderson resigned as an officer and director and Mr. Pedersen
        and Mr. Hunter resigned as directors. Prior to their resignation Ms. Rutter
        was
        appointed our President, Chief Financial Officer, Secretary and a
        director.
 
 **Acquisition
        of BoomJ.com**
 
 On
        December 28, 2007 we acquired BoomJ.com, Inc. for 34,458,067 shares of our
        common stock. BoomJ.com,
        Inc. was incorporated in Nevada on November 14, 2006 and is a development-stage
        company that operates a website which provides political, financial and
        lifestyle information designed for a population group of approximately 78
        million Americans who were born between 1946 and 1964.
 
 In
        connection with the acquisition of BoomJ.com, Inc.:
 
 ·
              Linda
                  Rutter, our only officer and director, resigned her positions with
                  us;
  ·
              Ms.
                  Rutter, in consideration for the payment of $250,000, returned
                  1,500,000
                  shares to us for cancellation;
  ·
              We
                  issued 34,458,067 shares of our common stock in return for all
                  of the then
                  outstanding common shares of
                  BOOMj.com;
  ·
              Ms.
                  Rutter received a warrant which allows her to purchase 825,000
                  shares of
                  our common stock at a price of $0.93 per share at any time prior
                  to
                  December 28, 2012; and
  ·
              The
                  following persons were appointed as our new officers and
                  directors:
  3
  **Name**
              
              **Position**Robert
                  J. McNulty
              
              Chief
                  Executive Officer and a DirectorWendy
                  Borow-Johnson
              
              President
                  - MediaMark
                  V. Noffke
              
              Executive
                  V.P., Finance and Principal Financial OfficerMark
                  Doumani
              
              Senior
                  Vice President Business DevelopmentMurray
                  Williams
              
              Director
 
 Prior
        to
        the acquisition, BoomJ.com, Inc. had outstanding shares of its Series A and
        B
        preferred stock. All of these preferred shares were converted into shares
        of
        BoomJ.com, Inc.’s common stock and, when we acquired BoomJ.com, Inc., were
        exchanged for shares of our common stock.
 
 Following
        the acquisition of BoomJ.com, Inc. and after giving effect to the cancellation
        of the 1,500,000 shares owned by Ms. Rutter, we had 36,108,067
        outstanding shares of common stock.
 
 On
        January 14, 2008 we changed our name to BoomJ, Inc.
 
 As
        a
        result of our acquisition of BoomJ.com, our business is that which is conducted
        by our wholly-owned subsidiary, BoomJ.com, Inc. All references to us, unless
        otherwise indicated, include the operations of BoomJ.com, Inc. Throughout
        this
        Annual Report on Form 10-KSB, the terms “we,” “us,” “our,” and “our company”
refer to Boomj, Inc. and, unless the context indicates otherwise, also includes
        Boomj.com, Inc.
 
 **Current
        Business**
 
 BOOMj.com,
        Inc. launched its website ( www.boomj.com )
        in
        January 2007. The website is intended to be a social, political, and financial
        and lifestyle network focused on providing diversified media, content and
        advertising to our members. We refer to our target market as the “BoomJs”, a
        population group consisting of approximately 78 million Americans born between
        1946 and 1964.
 
 BoomJs
        are the fastest-growing group on the Internet, according to surveys conducted
        by
        the Pew Internet and American Life Project. Presently only half of 60-year-olds
        and one-quarter of people in their 70’s use the Internet on a regular basis. We
        believe that aging Boomj’s who gained Internet knowledge in the workplace will
        dramatically increase the older online population.
 
 We
        plan
        to generate revenue primarily through the sale of advertising on our website;
        from the sale of the over 1,700,000 products which we offer on our website,
        commissions from the rental of lodging and automobiles, and commissions from
        the
        sale of airline tickets and other travel packages.
 
 **Social
        Networking**
 
 Social
        networking platforms have become one of the most efficient ways of creating
        large audiences for directing advertising. This is evident by News Corporation’s
        recent $580 million acquisition of Intermix, Inc., the parent of MySpace.com,
        and Google’s purchase of YouTube.com for $1.65 billion.
 
 We
        believe the first social networking website was Classmates.com, which began
        in
        1995. Company of Friends, the online network of Fast Company, the "new economy"
        business magazine, launched shortly after, in 1997 and introduced business
        networking to the Internet. Other sites followed, including SixDegrees.com,
        which began in 1997, Epinions, which introduced the “circle of trust” in 1999,
        followed by European equivalents Ciao.com, Dooyoo and ToLuna. It was not
        until
        2001 that Websites using the “Circle of Friends” online social networks started
        appearing. This form of social networking, widely used in virtual communities,
        became particularly popular in 2002 and flourished with the advent of a Website
        called Friendster. We estimate that there are over 200 social networking
        sites.
        The popularity of these sites rapidly grew, and by 2005 MySpace was getting
        more
        page views than Google, according to Alexia.com. Google has a social network
        called Orkut, launched in 2004. Social networking began to be seen as a
        component of an Internet strategy around the same time: in March 2005 Yahoo
        launched Yahoo! 360°, its entry into the field, and in July 2006, News
        Corporation bought MySpace.
  In
        these
        online communities, an initial set of founding members sends out email messages
        inviting other potential members from their own personal networks to join
        the
        site. New members repeat the process, growing the total number of members
        and
        links in the network. Sites then offer features such as automatic address
        book
        updates, viewable profiles, online photo galleries, the ability to form new
        links through "introduction services," and other forms of online social
        connections.
  4
  **Our
        Website - www.boomj.com**
  Our
        website provides an online social networking environment for BoomJs which
        enables them to generate their own content and publish their opinions on
        various
        topics such as current events, health, finance, travel destinations,
        entertainment and new products.
  Through
        our website BoomJs can collaborate, converse, and exchange information and
        ideas
        through email, real time chat rooms, forums and blogs. Persons can join our
        website and become members without charge.
 
 Our
        website and all related internet services are provided by an unrelated third
        party. The third party provider has available capacity so that we can expand
        as
        needed.
 
 Our
        website provides information on the following topics:
 
 ***Politics*** . We
        offer
        opinions, news, polls and analysis across the political spectrum. With propriety
        technology, our website culls selected columns, magazine articles and Internet
        write-ups to deliver readers news from all points of the political compass
        and
        cover the important issues of the day by tapping into millions of web blogs
        and
        hundreds of newspapers everyday.
  ***Finance*** .
        We
        offer news and headlines services that our members can draw on for financial
        data.  Members can enter symbols for stocks of their choice and receive
        relevant news stories with just a click. Our market and sector-based news
        reports allow our members to gain broader knowledge about the industries
        of
        interest.
  ***Health*** . We
        provide concise and credible health, fitness, and nutrition information to
        our
        members. We believe BoomJs are actively searching for ways to stay healthy
        and
        want to be presented with information that is clear and easy to understand.
        To
        that end, our health network has developed a collection of websites providing
        timely and in-depth health and fitness information. Our health network provides
        connection to a number of community of experts which our members can use
        to
        manage and improve their health and wellness.
  ***Lifestyle*** . We
        provide our members with the latest information on lifestyle attitudes and
        changes.
 
 ***Women*** . Many
        women in the BoomJ generation are in their peak earning years and have the
        freedom to spend their money on what they want. In addition, according to
        recent
        AC Nielsen data, 33.3% of older women report they oversee their family’s
        finances, compared to only 5% in 1962. We understand that women in the BoomJ
        generation are redefining their age and roles. Our website provides specific
        content geared towards these women, such as finance, health, entertainment,
        travel, and shopping.
 
 ***Motion
        Pictures and Entertainment*** . We
        provide the latest movie news ranging from current reviews to show times
        and
        ticket sales. Our members can find out everything about movies in one stop
        and
        have access to trailers, upcoming releases and exclusive commentary on the
        movies they want to see. Our entertainment news gives Boomj’s the inside scoop
        on what is happening inside the industry. Boomj’s can find the latest fashions,
        diets, and celebrity gossip from breakups to hookups.
 
 **Products**
 
 Our
        website presently offers over 1.7 million name brand products. Our members
        can
        choose top name brands items in a variety of categories including the
        following:
  Books
              
              Consumer
                  electronics
              
              Linens
              
              Office
                  suppliesCameras
              
              Kitchen
                  and Bath
              
              Music
              
              TravelComputers
              
              House
                  wares
              
              Home
                  Furnishing
              
              SunglassesLuggage
              
              Watches
              
              Cosmetics
              
              Health/Nutrition
  5
  **Travel**
 
 We
        provide travel packages from more than 200 advertisers. Our goal is to provide
        the best information so our members can make informed decisions on their
        travel
        needs at the lowest possible price.
 
 **Competition**
  There
        is
        intense competition for Web-based business offering social, political and
        financial information and e-commerce. We expect this competition to continue
        to
        increase. We face formidable competition in every aspect of our business,
        and
        particularly from other companies that seek to connect people with information
        and entertainment on the web. Competitors include seniorjournal.com,
        boomerwomenspeak.com, aginghipsters.com, 50Plus.com, www.generationjones.com,
        Eons.com, AARP, YouTube, My Space, Craig’s List, Evite, Shutterfly, Facebook,
        and Yahoo’s new Shine website for women.
 
 In
        addition, we will be competing with other ecommerce companies, general purpose
        consumer online services, such as America Online and Microsoft Network; websites
        targeting business and financial needs, such as TheStreet.com and Motley
        Fool;
        and other web “portal” companies, such as Excite, Infoseek, Yahoo! and
        Lycos.
 
 **Marketing
        Strategy**
 
 We
        use a
        phased-in marketing approach that begins with collecting data about each
        of our
        members. We then target relevant profile groups based on answers to questions
        about their interests concerning participation in social, financial, political,
        health and travel communities.
 
 Our
        online marketing strategy includes an email marketing campaign, free trips
        to
        Hawaii and Las Vegas and free name brand electronics such as Sony LCD
        televisions, Casio digital cameras, Apple iPods and the new Microsoft Zune
        player.
 
 Our
        offline marketing strategy involves advertising through print media, television,
        radio and trade shows. Our domain name www.boomj.com will be
        included in all of our radio and or TV advertising we do. We plan to attend
        and
        exhibit at selected tradeshows to gain exposure and market share.
 
 **Government
        Regulation**
 
 We
        are
        subject to a number of foreign and domestic laws and regulations that affect
        companies conducting business on the internet. In addition, laws and regulations
        relating to user privacy, freedom of expression, content, advertising,
        information security and intellectual property rights are being debated and
        considered for adoption by many countries throughout the world. We face risks
        from some of the proposed legislation that could be passed in the
        future.
  In
        the
        U.S., laws relating to the liability of providers of online services for
        activities of their users and other third parties are currently being tested
        by
        a number of claims, which include actions for defamation, libel, invasion
        of
        privacy and other data protection claims, tort, unlawful activity, copyright
        or
        trademark infringement and other theories based on the nature and content
        of the
        materials searched, the ads posted or the content generated by users. Certain
        foreign jurisdictions are also testing the liability of providers of online
        services for activities of their users and other third parties. Any court
        ruling
        that imposes liability on providers of online services for activities of
        their
        users and other third parties could harm our business. Likewise,
        a range of other laws and new interpretations of existing laws could have
        an
        impact on our business. For example, in the U.S. the Digital Millennium
        Copyright Act has provisions that limit, but do not necessarily eliminate,
        our
        liability for listing, linking or hosting third-party content that includes
        materials that infringe copyrights or other rights. The Child Online Protection
        Act and the Children’s Online Privacy Protection Act restrict the distribution
        of materials considered harmful to children and impose additional restrictions
        on the ability of online services to collect information from children under
        13.
        In addition, the Protection of Children from Sexual Predators Act of 1998
        requires online service providers to report evidence of violations of federal
        child pornography laws under certain circumstances. The costs of compliance
        with
        these laws may increase in the future as a result of changes in interpretation.
        Furthermore, any failure on our part to comply with these laws may subject
        us to
        significant liabilities.
  6
  Similarly,
        the application of existing laws prohibiting, regulating or requiring licenses
        for certain businesses of our advertisers, including, for example, online
        gambling, distribution of pharmaceuticals, adult content, financial services,
        alcohol or firearms, can be unclear. Application of these laws in an
        unanticipated manner could expose us to substantial liability and restrict
        our
        ability to deliver services to our users. For example, some French courts
        have
        interpreted French trademark laws in ways that would, if upheld, limit the
        ability of competitors to advertise in connection with generic
        keywords.
  We
        are
        also subject to federal, state and foreign laws regarding privacy and protection
        of user data. We post on our website our privacy policies and practices
        concerning the use and disclosure of user data. Any failure by us to comply
        with
        our posted privacy policies or privacy-related laws and regulations could
        result
        in proceedings against us by governmental authorities or others, which could
        potentially harm our business. In addition, the interpretation of data
        protection laws, and their application to the internet, in Europe and other
        foreign jurisdictions is unclear and in a state of flux. There is a risk
        that
        these laws may be interpreted and applied in conflicting ways from country
        to
        country and in a manner that is not consistent with our current data protection
        practices. Complying with these varying international requirements could
        cause
        us to incur additional costs and to have to change our business practices.
        Further, any failure by us to protect our users’ privacy and data could result
        in a loss of user confidence in our services and ultimately in a loss of
        users,
        which could adversely affect our business.
  In
        addition, because our services are accessible worldwide, certain foreign
        jurisdictions may claim that we are required to comply with their laws, even
        where we have no local entity, employees or infrastructure.
 
 **Intellectual
        Property**
 
 Our
        trademarks, trade secrets, copyrights and other intellectual property rights
        are
        important assets for us. We believe that we own the trademarks to “boomj.com”
and “boomj.com, Inc.” We intend to register these and possibly other trademarks.
        We hold the Internet domain names www.boomj.com, boomj.net and boomj.org.
        We
        also hold the Internet domain names www.myboomj.com, myboomj.net, and
        myboomj.org. Under current domain name registration practices, no one else
        can
        obtain an identical domain name, but someone might obtain a similar name,
        or the
        identical name with a different suffix, such as “.org,” or with a country
        designation. ****
 
 **Employees**
 
 As
        of
        January 31, 2008 we had 25 full-time employees, including our five executive
        officers. None of our employees are represented by a labor union. We have
        not
        experienced any work stoppages and consider our relations with our employees
        to
        be good.
  **Risks
        Related to Our Business and Industry**
  ***We
        have a limited operating history upon which an evaluation of our prospects
        can
        be made. For that reason, it is difficult to judge our prospects.***
  Prior
        to
        our acquisition of Boomj.com, Inc., we unsuccessfully attempted to establish
        a
        web-based business that listed properties that would be available for rental
        by
        film and television companies as filming locations. We terminated those
        operations in September 2007. The company that we acquired in the merger
        on
        December 28, 2007, however, itself is a newly organized business with limited
        operations that make it difficult to evaluate our business prospects. As
        a
        result, investors do not have access to the same type of information in
        assessing their proposed investment as would be available to purchasers in
        a
        company with a history of prior operations. As a development stage company,
        we
        face all the risks inherent in a new business, including the expenses,
        difficulties, complications and delays frequently encountered in connection
        with
        commencing new operations, including capital requirements and management’s
        potential underestimation of initial and ongoing costs. We also face the
        risk
        that we not be able to effectively implement our business plan. If we are
        not
        effective in addressing these risks, we may not develop a viable business
        or may
        not operate profitably. As a start-up company, we expect to incur significant
        operating losses for the near future, and there can be no assurance that
        we will
        be able to generate significant revenues or that any revenues generated will
        be
        sufficient for us to become profitable or thereafter maintain
        profitability.
  7
  ***We
        will need significant additional capital, which we may be unable to
        obtain.***
 
 Our
        capital requirements in connection with our development activities and
        transition to commercial operations have been and will continue to be
        significant. We will require additional funds to continue research, development
        and testing of our technologies and products, to obtain intellectual property
        protection relating to our technologies when appropriate, and to market our
        products. There can be no assurance that financing will be available in amounts
        or on terms acceptable to us, if at all.
 
 ***If
        our strategy is unsuccessful, we will not be profitable and our stockholders
        could lose their investment.***
 
 There
        is
        no guarantee that our strategy for developing our Internet platform and website
        will be successful or that if successfully developed, will result in this
        company becoming profitable. If our strategy is unsuccessful, we may fail
        to
        meet our objectives and not realize the revenues or profits from the business
        we
        pursue that may cause the value of BOOMJ.com to decrease, thereby potentially
        causing our stockholders to lose their investment.
 
 ***We
        currently have outstanding potentially convertible promissory notes that
        are
        secured by a lien on all of this company’s assets. Accordingly, a default under
        the convertible promissory notes could result in the foreclosure of all of
        our
        assets and the termination of our business.***
 
 We
        recently issued $2,280,000 of potentially convertible promissory notes that
        are
        secured by a first priority security interest on all of our assets. The notes
        mature and must be repaid in full, both principal and interest, on March
        31,
        2009. Failure to make any payment as required under the convertible promissory
        notes could result in the acceleration of the convertible promissory notes
        and
        the foreclosure of our assets. If we are unable to repay the notes in full
        upon
        their maturity, or if we otherwise default under our obligations to the holders
        of those notes, the holders of the convertible promissory notes will have
        the
        right to foreclose on all of our assets, which would materially and adversely
        affect our ability to continue our operations and could terminate our existence.
        No assurance can be given that we will be able to make all payments as required
        or that we will be able to repay the convertible promissory notes.
  ***We
        may not be able to effectively control and manage our growth, which would
        negatively impact our operations.***
  If
        our
        business and markets grow and develop it will be necessary for us to finance
        and
        manage expansion in an orderly fashion. We may face challenges in managing
        expanding product and service offerings and in integrating any acquired
        businesses with our own. Such eventualities will increase demands on our
        existing management, workforce and facilities. Failure to satisfy increased
        demands could interrupt or adversely affect our operations and cause
        administrative inefficiencies.
  ***We
        may be unable to successfully execute any of our identified business
        opportunities or other business opportunities that we determine to pursue.***
  We
        currently have a limited corporate infrastructure. In order to pursue business
        opportunities, we will need to continue to build our infrastructure and
        operational capabilities. Our ability to do any of these successfully could
        be
        affected by any one or more of the following factors:
  ·
              our
                  ability to raise substantial additional capital to fund the implementation
                  of our business plan;
 ·
              our
                  ability to execute our business strategy;
 ·
              the
                  ability of our services to achieve market acceptance;
 ·
              our
                  ability to manage the expansion of our operations and any acquisitions
                  we
                  may make, which could result in increased costs, high employee
                  turnover or
                  damage to customer relationships;
 ·
              our
                  ability to attract and retain qualified personnel;
 ·
              our
                  ability to manage our third party relationships effectively;
                  and
 ·
              our
                  ability to accurately predict and respond to the rapid technological
                  changes in our industry and the evolving demands of the markets
                  we
                  serve.
  8
  Our
        failure to adequately address any one or more of the above factors could
        have a
        significant impact on our ability to implement our business plan and our
        ability
        to pursue other opportunities that arise.
  ***Our
        business depends on the development of a strong brand, and if we do not develop
        and enhance our brand, our ability to attract and retain subscribers may
        be
        impaired and our business and operating results may be harmed.***
  We
        believe that our brand will be a critical part of our business. Developing
        and
        enhancing our brand may require us to make substantial investments with no
        assurance that these investments will be successful. If we fail to promote
        and
        develop the ‘‘BOOMJ.com’’ brand, or if we incur significant expenses in this
        effort, our business, prospects, operating results and financial condition
        may
        be harmed. We anticipate that developing, maintaining and enhancing our brand
        will become increasingly important, difficult and expensive.
 
 ***Our
        intellectual property rights are valuable, and any inability to protect them
        could reduce the value of our products, services and
        brand.***
  ****** Our
        trademarks, trade secrets, copyrights and other intellectual property rights
        are
        important assets for us. Various events outside of our control pose a threat
        to
        our intellectual property rights as well as to our products and services.
        For
        example, effective intellectual property protection may not be available
        in
        every country in which our products and services are distributed or made
        available through the internet. Also, the efforts we have taken to protect
        our
        proprietary rights may not be sufficient or effective. Any significant
        impairment of our intellectual property rights could harm our business or
        our
        ability to compete. Also, protecting our intellectual property rights is
        costly
        and time consuming. Any increase in the unauthorized use of our intellectual
        property could make it more expensive to do business and harm our operating
        results.
  ***In
        providing our services we could infringe on the intellectual property rights
        of
        others, which may cause us to engage in costly litigation and, if we do not
        prevail, could also cause us to pay substantial damages and prohibit us from
        selling our services.***
  Third
        parties may assert infringement or other intellectual property claims against
        us. We may have to pay substantial damages, if it is ultimately determined
        that
        our services infringe a third party’s proprietary rights. Even if claims are
        without merit, defending a lawsuit takes significant time, may be expensive
        and
        may divert management’s attention from our other business concerns.
  ***Traffic
        Levels on our Website can fluctuate, which could materially adversely affect
        our
        business.***
  Traffic
        levels to the Company’s Website can fluctuate significantly as a result of
        social, political and financial news events. The demand for advertising,
        cross
        promotion and subscriptions on the Company’s Website as well as on the Internet
        in general can cause changes in rates paid for Internet advertising. This
        could
        impede the Company’s ability to renew marketing or advertising agreements and
        raise budgeted marketing and advertising costs.
 
 ***Our
        business may be adversely affected by malicious applications that interfere
        with, or exploit security flaws in, our products and services.***
  Our
        business may be adversely affected by malicious applications that make changes
        to our users’ computers and interfere with the BOOMJ.com experience. These
        applications have in the past attempted, and may in the future attempt, to
        change our users’ internet experience. The interference often occurs without
        disclosure to or consent from users, resulting in a negative experience that
        users may associate with BOOMJ.com. These applications may be difficult or
        impossible to uninstall or disable, may reinstall themselves and may circumvent
        other applications’ efforts to block or remove them. In addition, we offer a
        number of products and services that our users download to their computers
        or
        that they rely on to store information and transmit information to others
        over
        the internet. These products and services are subject to attack by viruses,
        worms and other malicious software programs, which could jeopardize the security
        of information stored in a user’s computer or in our computer systems and
        networks. The ability to reach users and provide them with a superior experience
        is critical to our success. If our efforts to combat these malicious
        applications are unsuccessful, or if our products and services have actual
        or
        perceived vulnerabilities, our reputation may be harmed and our user traffic
        could decline, which would damage our business.
  9
  ***We
        rely on bandwidth providers, data centers or others in providing products
        and
        services to our users, and any failure or interruption in the services and
        products provided by these third parties could harm our ability to operate
        our
        business and damage our reputation.***
  We
        rely
        on vendors, including data center and bandwidth providers. Any disruption
        in the
        network access or collocation services provided by these providers or any
        failure of these providers to handle current or higher volumes of use could
        significantly harm our business. Any financial or other difficulties our
        providers face may have negative effects on our business. We exercise little
        control over these vendors, which increases our vulnerability to problems
        with
        the services they provide. We license technology and related databases to
        facilitate aspects of our data center and connectivity operations including
        internet traffic management services. We have experienced and expect to continue
        to experience interruptions and delays in service and availability for such
        elements. Any errors, failures, interruptions or delays in connection with
        these
        technologies and information services could harm our relationship with users,
        adversely affect our brand and expose us to liabilities.
 
 Our
        systems are also heavily reliant on the availability of electricity. If we
        were
        to experience a major power outage, we would have to rely on back-up generators.
        These back-up generators may not operate properly and their fuel supply could
        be
        inadequate during a major power outage. This could result in a disruption
        of our
        business.
 
 ***Our
        business depends on continued and unimpeded access to the Internet by us
        and our
        users. Internet access providers may be able to block, degrade or charge
        for
        access to certain of our products and services, which could lead to additional
        expenses and the loss of users and advertisers.***
 
 Our
        products and services depend on the ability of our users to access the internet,
        and certain of our products require significant bandwidth to work effectively.
        Currently, this access is provided by companies that have significant and
        increasing market power in the broadband and internet access marketplace,
        including incumbent telephone companies, cable companies and mobile
        communications companies. Some of these providers have stated that they may
        take
        measures that could degrade, disrupt or increase the cost of user access
        to
        certain of our products by restricting or prohibiting the use of their
        infrastructure to support or facilitate our offerings, or by charging increased
        fees to us or our users to provide our offerings. These activities may be
        permitted in the U.S. after recent regulatory changes, including recent
        decisions by the U.S. Supreme Court and Federal Communications Commission
        and
        under legislation being considered by the U.S. Congress. While interference
        with
        access to our popular products and services seems unlikely, such carrier
        interference could result in a loss of existing users and advertisers, increased
        costs, and impair our ability to attract new users and advertisers, thereby
        harming our revenue and growth.
 
 ***We
        face intense competition from social networking sites and other Internet
        businesses and may not be able to successfully
        compete.***
  We
        face
        formidable competition in every aspect of our business, and particularly
        from
        other companies that seek to connect people with information and entertainment
        on the web. Such competitors include seniorjournal.com boomerwomenspeak.com,
        aginghipsters.com, 50Plus.com, generationjones.com, Eons.com, AARP, YouTube,
        My
        Space, Craig’s List, Evite, Shutterfly and Facebook.
 
 In
        addition, we will be competing with other Internet companies, such as ecommerce
        companies, general purpose consumer online services, such as America Online
        and
        Microsoft Network; online services or Websites targeting business and financial
        needs, such as TheStreet.com and Motley Fool; and other web “portal” companies,
        such as Excite, Infoseek, Yahoo! and Lycos.
 
 Our
        competitors have longer operating histories and more established relationships
        with customers and end users. They can use their experience and resources
        against us in a variety of competitive ways, including by making acquisitions,
        investing more aggressively in research and development and competing more
        aggressively for advertisers and web sites. They may have a greater ability
        to
        attract and retain users than we do because they operate internet portals
        with a
        broad range of content products and services. If our competitors are successful
        in providing similar or better web sites, more relevant advertisements or
        in
        leveraging their platforms or products to make their web services easier
        to
        access, we could experience a significant decline in user traffic or in the
        size
        of our network. Any such decline could negatively affect our revenues.
  10
  ***We
        face competition from traditional media companies, and we may not be included
        in
        the advertising budgets of large advertisers, which could harm our operating
        results.***
 
 In
        addition to Internet companies, we face competition from companies that offer
        traditional media advertising opportunities, including television, radio
        and
        print. This would include such companies as The Wall Street Journal, CNN
        and
        CNBC. Most large advertisers have set advertising budgets, a very small portion
        of which is allocated to internet advertising. We expect that large advertisers
        will continue to focus most of their advertising efforts on traditional media.
        If we fail to convince these companies to spend a portion of their advertising
        budgets with us, or if our existing advertisers reduce the amount they spend
        on
        our programs, our operating results would be harmed.
  ***If
        we do not continue to innovate and provide products and services that are
        useful
        to users, we may not remain competitive, and our revenues and operating results
        could suffer.***
 
 Our
        success depends on providing products and services that make using the internet
        a more useful and enjoyable experience for our users. Our competitors are
        constantly developing innovations in web based products and services. As
        a
        result, we must continue to invest significant resources in research and
        development in order to enhance our existing products and services and introduce
        new products and services that people can easily and effectively use. If
        we are
        unable to provide quality products and services, then our users may become
        dissatisfied and move to a competitor’s products and services. Our operating
        results would also suffer if our innovations are not responsive to the needs
        of
        our users and members, are not appropriately timed with market opportunities
        or
        are not effectively brought to market. As internet broadcasting technology
        and
        social networks continue to develop, our competitors may be able to offer
        products and services that are, or that are seen to be, substantially similar
        to
        or better than ours. This may force us to compete in different ways and expend
        significant resources in order to remain competitive.
 
 ***We
        need to enter into strategic relationships with other Websites. If we are
        unable
        to do so, our revenues and operating results will
        suffer.***
  We
        will
        need to establish and maintain strategic relationships with other Websites
        to
        attract users, advertisers and compelling content. There is intense competition
        for placements and cross promotion on these sites, and we may not be able
        to
        enter into relationships on commercially reasonable terms or not at all.
        In
        addition we may have to pay significant fees to establish and maintain these
        relationships.
  ***Our
        business model is dependent upon continued growth in the use of the Internet
        by
        our target demographic, and acceptance of our services by our target
        demographic. If such growth and acceptance do not occur, our business will
        suffer.***
  Our
        business model depends on increasing demand for our content and e-commerce
        initiatives from the Baby Boomers and the Generation Jones. This in turn
        depends
        on this demographic continuing to increase their use of the Internet for
        obtaining information pertaining to social, political, financial and lifestyle
        events and conducting commercial transactions. There can be no assurance
        that
        such growth will continue, or that our services will be accepted by this
        demographic. If such growth and acceptance does not occur, our business will
        be
        materially adversely affected.
  ***We
        rely on highly skilled personnel and, if we are unable to retain or motivate
        key
        personnel or hire qualified personnel, we may not be able to grow
        effectively***
  The
        success of this company depends in large part upon the abilities and continued
        service of our executive officers and other key employees, particularly Mr.
        Robert J. McNulty, Chairman &, Chief Executive Officer, Mr. Mark V. Noffke,
        Executive Vice President and Chief Financial Officer, Mr. Mark Doumani Senior
        Vice President of Business Development, and Ms. Wendy Borow-Johnson, President
        of Media. There can be no assurance that we will be able to retain the services
        of such officers and employees. Our failure to retain the services of Messrs.
        McNulty, Noffke, Doumani, and or Ms. Borow-Johnson and other key personnel
        could
        have a material adverse effect on our business and future prospects. At the
        present time, we have no employment agreements (with the exception of Wendy
        Borow-Johnson) and no key person insurance policies in place for any of the
        above referenced individuals. In order to support our business plan, we will
        be
        required to recruit effectively, hire, train and retain additional qualified
        management personnel. Our inability to attract and retain the necessary
        personnel could have a material adverse effect on our business.
  11
  **Risks
        Related to Ownership of our Common Stock**
 
 ***Our
        stock is thinly traded, so you may be unable to sell your shares at or near
        the
        quoted bid prices if you need to sell a significant number of your
        shares.***
  The
        shares of our common stock are thinly-traded on the OTC Bulletin Board, meaning
        that the number of persons interested in purchasing our common shares at
        or near
        bid prices at any given time may be relatively small or non-existent. This
        situation is attributable to a number of factors, including the fact that
        we are
        a small company which is relatively unknown to stock analysts, stock brokers,
        institutional investors and others in the investment community that generate
        or
        influence sales volume, and that even if we came to the attention of such
        persons, they tend to be risk-averse and would be reluctant to follow an
        unproven, early stage company such as ours or purchase or recommend the purchase
        of our shares until such time as we became more seasoned and viable. As a
        consequence, there may be periods of several days or more when trading activity
        in our shares is minimal or non-existent, as compared to a seasoned issuer
        which
        has a large and steady volume of trading activity that will generally support
        continuous sales without an adverse effect on share price. We cannot give
        you
        any assurance that a broader or more active public trading market for our
        common
        shares will develop or be sustained, or that current trading levels will
        be
        sustained. Due to these conditions, we can give you no assurance that you
        will
        be able to sell your shares at or near bid prices or at all if you need money
        or
        otherwise desire to liquidate your shares.
  ***If
        a market for our common stock develops, there is a significant risk that
        our
        stock price may fluctuate dramatically which could negatively impact your
        investment in our common stock.***
  Our
        common stock only recently began to trade. There is only a limited market
        for
        our common stock and a viable market for our common stock may never develop
        further. If a market for our common stock develops, there is a significant
        risk
        that our stock price may fluctuate dramatically in the future in response
        to any
        of the following factors, some of which are beyond our control
        including:
  •
              variations
                  in our quarterly operating results;
 •
              announcements
                  that our revenue or income are below or that costs or losses are
                  greater
                  than analysts’ expectations;
 •
              general
                  economic slowdowns;
 •
              sales
                  of large blocks of our common stock;
 •
              announcements
                  by us or our competitors of significant contracts, acquisitions,
                  strategic
                  partnerships, joint ventures or capital commitments;
 •
              fluctuations
                  in stock market prices and volumes;
 •
              concern
                  by potential investors that the large number of shares of common
                  stock
                  which may be sold pursuant to this prospectus may have a downward
                  effect
                  upon the market price of the stock; and
 •
              the
                  effect of sales pursuant to this prospectus on the trading volume
                  of our
                  common stock.
 
 Dramatic
        fluctuations in the price of our common stock may make it difficult to sell
        our
        common stock.
 
 ***Because
        we are subject to compliance with rules requiring the adoption of certain
        corporate governance measures, our stockholders have limited protections
        against
        interested director transactions, conflicts of interests and similar
        matters.***
  The
        Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted
        by the
        Securities and Exchange Commission, the New York and American Stock Exchanges
        and the NASDAQ Stock Market as a result of Sarbanes-Oxley requires the
        implementation of various measures relating to corporate governance. These
        measures are designed to enhance the integrity of corporate management and
        the
        securities markets and apply to securities which are listed on those exchanges
        or the NASDAQ Stock Market. Because we are presently required to comply with
        many of the corporate governance provisions and because we have only recently
        acquired an active business that could require formal internal controls,
        we have
        not yet adopted all of these measures. Until we comply with these corporate
        governance measures, regardless of whether such compliance is required, the
        absence of such standards of corporate governance may leave our stockholders
        without protections against interested director transactions, conflicts of
        interest and similar matters and investors may be reluctant to provide us
        with
        funds necessary to expand our operations.
  12
  ***Failure
        to achieve and maintain effective internal controls in accordance with section
        404 of the Sarbanes-Oxley act could have a material adverse effect on our
        business and operating results and stockholders could lose confidence in
        our
        financial reporting.***
  Effective
        internal controls are necessary for us to provide reliable financial reports
        and
        effectively prevent fraud. If we cannot provide reliable financial reports
        or
        prevent fraud, our operating results could be harmed. We may be required
        to
        document and test our internal control procedures in order to satisfy the
        requirements of Section 404 of the Sarbanes-Oxley Act, which requires increased
        control over financial reporting requirements, including annual management
        assessments of the effectiveness of such internal controls and a report by
        our
        independent registered public accounting firm addressing these assessments.
        Failure to achieve and maintain an effective internal control environment,
        regardless of whether we are required to maintain such controls, could also
        cause investors to lose confidence in our reported financial information,
        which
        could have a material adverse effect on our stock price.
 
 ***Because
        we are subject to the “penny stock” rules, you may have difficulty in selling
        our common stock.***
 
 Our
        common stock is subject to regulations of the SEC relating to the market
        for
        penny stocks. Penny stock, as defined by the Penny Stock Reform Act, is any
        equity security not traded on a national securities exchange or quoted on
        the
        NASDAQ National or Capital Market that has a market price of less than $5.00
        per
        share. The penny stock regulations generally require that a disclosure schedule
        explaining the penny stock market and the risks associated therewith be
        delivered to purchasers of penny stocks and impose various sales practice
        requirements on broker-dealers who sell penny stocks to persons other than
        established customers and accredited investors. The broker-dealer must make
        a
        suitability determination for each purchaser and receive the purchaser’s written
        agreement prior to the sale. In addition, the broker-dealer must make certain
        mandated disclosures, including the actual sale or purchase price and actual
        bid
        offer quotations, as well as the compensation to be received by the
        broker-dealer and certain associated persons. The regulations applicable
        to
        penny stocks may severely affect the market liquidity for your common stock
        and
        could limit your ability to sell your securities in the secondary market.
 
 ***As
        an issuer of “penny stock”, the protection provided by the federal securities
        laws relating to forward looking statements does not apply to
        us.***
 
 Although
        federal securities laws provide a safe harbor for forward-looking statements
        made by a public company that files reports under the federal securities
        laws,
        this safe harbor is not available to issuers of penny stocks. As a result,
        if we
        are a penny stock, we will not have the benefit of this safe harbor protection
        in the event of any legal action based upon a claim that the material provided
        by us contained a material misstatement of fact or was misleading in any
        material respect because of our failure to include any statements necessary
        to
        make the statements not misleading. Such an action could hurt our financial
        condition.
 
 ***Our
        management and directors collectively beneficially own 17.6% of our outstanding
        common stock, and this concentration of ownership may have the effect of
        preventing a change in control.***
  Mr.
        Robert J. McNulty, our Chairman and Chief Executive Officer, Ms. Wendy
        Borow-Johnson, our President of Media, Mr. Mark V. Noffke, our Executive
        Vice
        President of Finance and CFO, Mr. Mark Doumani, our Senior Vice President
        Business Development and Mr. Murray Williams one of our directors collectively
        beneficially own approximately 17.6% of the outstanding shares of our Common
        Stock. As a result, Mr. McNulty and or Ms. Johnson and or Mr. Noffke and
        or Mr.
        Doumani and or Mr. Williams if they act in concert, will have the ability
        to
        exercise substantial influence over our business by virtue of their voting
        power
        with respect to the election of directors and all other matters requiring
        action
        by stockholders. Such concentration of share ownership may have the effect
        of
        discouraging, delaying or preventing a change in control of this company.
        Approximately 48.1% of our issued and outstanding stock is held by Linlithgow
        Holdings LLC, an entity owned and controlled by the immediate family members
        of
        Mr. Robert J. McNulty. Mr. McNulty is not a member or manager of Linlithgow
        Holdings LLC and he disclaims any beneficial interests in these shares. Mr.
        McNulty does not exercise any voting rights in respect of these shares nor
        does
        he have any right to dispose of these shares.
  13
 
 ***The
        registration and potential sale by current stockholders of a significant
        number
        of shares could encourage short sales by third parties and could depress
        our
        common stock and could have a dilutive effect.***
 
 We
        have
        agreed to register for public resale approximately 3,257,000 shares issuable
        upon the exercise of outstanding warrants. We expect to file a registration
        statement to register those shares in the near future. In addition, under
        certain circumstances, we are also required to register in our next registration
        statement 300,000 currently outstanding shares and approximately 3,257,000
        additional shares issuable upon the conversion of outstanding potentially
        convertible notes. Because there is only a limited public market for our
        stock,
        there may be significant downward pressure on our stock price caused by the
        sale
        or potential sale of a significant number of newly registered shares, which
        could allow short sellers of our stock an opportunity to take advantage of
        any
        decrease in the value of our stock. The presence of short sellers in our
        common
        stock may further depress the price of our common stock. If the selling
        stockholders sell a significant number of shares of common stock, the market
        price of our common stock may decline. Furthermore, the sale or potential
        sale
        of the offered shares pursuant to the prospectus and the depressive effect
        of
        such sales or potential sales could make it difficult for us to raise funds
        from
        other sources and could lead to additional dilution.
 
 **ITEM
        2.**  **DESCRIPTION
        OF PROPERTY**
 
 Our
        executive offices are located at 9029 South Pecos, Suite 2800, Henderson,
        NV
        89074, consist of 4,560 square feet and are leased at a monthly rate of $8,892
        until December 31, 2011. We also have an office in Santa Ana, California.
        This
        office consists of 2,513 square feet of space and is leased at a monthly
        rate of
        $4,272 until April 30, 2008.
 
 **ITEM
        3.**  **LEGAL
        PROCEEDINGS**
 
 No
        legal
        proceedings have been initiated against us. However, in the matter titled Boomj.com,
        a Nevada corporation, and Linlithgow, a Nevada Limited Liability Company
        vs.
        George Pursglove that we
        filed in Las Vegas, Nevada, our largest shareholder, Linlithgow Holdings,
        LLC
        and this company have initiated a lawsuit against Mr. George Pursglove, the
        former President of Boomj.com , Inc. Among other claims, we are alleging
        that
        Mr. Pursglove breached his confidentiality and non-competition agreement
        with us
        and that he is improperly claiming to be the beneficial owner of 6,666,000
        shares of our common stock.
 
 **ITEM
        4.**  **SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 None.
  **PART
        II**
 
 **ITEM
        5.**  **MARKET
        FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.**
 
 On
        January 15, 2008 our common stock began trading on the OTC Bulletin Board
        under
        the symbol “RLET”. On January 31, 2008 our trading symbol changed to “BOMJ”. On
        March 28, 2008 the "bid" price for our common stock on the OTC Bulletin Board
        was $1.90 per share.
  As
        of
        March 28, 2008 there were 107 record holders of our common stock.
  As
        of
        March 28, 2008 we had 37,014,496 outstanding shares of common stock, of which
        35,514,496 shares were “restricted securities” as that term is defined in Rule
        144 of the Securities and Exchange Commission.
 
 There
        was
        not active trading market in our common stock until after our acquisition
        of
        Boomj.com, Inc., and virtually no trades were recorded during the fiscal
        year
        covered by this annual report.
  14
  **Dividends
        and Dividend Policy**
 
 Holders
        of common stock are entitled to receive dividends as may be declared by the
        Board of Directors out of funds legally available and, in the event of
        liquidation, to share pro rata in any distribution of our assets after payment
        of liabilities. Our Directors are not obligated to declare a dividend. We
        have
        not paid any dividends on our common stock and we do not have any current
        plans
        to pay any common stock dividends.
 
 **Recent
        Sales of Unregistered Securities**
 
 There
        were no issuances or sales of our securities by us during the fourth quarter
        of
        2007 that were not registered under the Securities Act of 1933 (the “Act”) other
        than the issuance of shares to the former stockholders of Boomj.com, Inc.
        in
        connection with the acquisition of that company. In the merger acquisition
        of
        Boomj.com, Inc., we issued 34,458,067 shares
        of our common stock to the stockholders of Boomj.com, Inc. in exchange for
        all
        of their shares of Boomj.com, Inc. All of the Boomj.com, Inc. stockholders
        were
“accredited investors,” as that term is defined under Rule 501(a) of the Act,
        and the shares were issued pursuant to an exemption available under Section
        4(2)
        and Rule 506 of the Act.
 
 On
        October 19, 2007 Boomj.com, Inc. issued a short term Promissory Note to
        Centurion Credit Resources, LLC in exchange for a $500,000 secured loan.
        A s
        a
        condition of the loan, Boomj.com, Inc. delivered to the lender (a) an
        origination fee in the amount of $15,000, and (b) two hundred thousand (200,000) shares
        of
        Boomj.com, Inc.’s $.001 par value common stock . T he
        Note
        was guarantied personally by Robert McNulty, our Chairman of the Board. On
        December 28, 2007, in connection with the merger with Boomj.com, Inc., these
        shares were exchanged for 404,000 shares of our common stock. The issuance
        of
        securities is exempt from the registration requirements of the Act, under
        Section 4(2) of the Act as transactions by an issuer not involving any public
        offering.
 
 On
        October 19, 2007 Boomj.com, Inc. issued 200,000 shares of its common stock
        to
        two individuals for services rendered in connection with obtain financing
        for
        Boomj.com, Inc. The issuance of securities is exempt from the registration
        requirements of the Act, under Section 4(2) of the Act as transactions by
        an
        issuer not involving any public offering. On December 28, 2007, in connection
        with the merger with Boomj.com, Inc., these shares were exchanged for 404,000
        of
        our shares of common stock.
 
 On
        October 24, 2007 Boomj.com, Inc. issued 250,000 shares of its common stock
        to Robert
        McNulty, Chairman of Boomj.com in
        consideration of his agreement to personally guaranty
        a company loan .
        On
        December 28, 2007, in connection with the merger with Boomj.com, Inc., these
        shares were exchanged for 505,000 shares of our common stock. The issuance
        of
        securities is exempt from the registration requirements of the Act, under
        Section 4(2) of the Act as transactions by an issuer not involving any public
        offering.
 
 On
        November 6, 2007, Boomj.com, Inc. entered into an agreement with the firm
        Richardson & Patel LLC to provide legal services. In exchange for these
        services, Boomj.com, Inc. issued 10,000 shares of its common stock to that
        law
        firm. The issuance of securities is exempt from the registration requirements
        of
        the Act, under Section 4(2) of the Act as transactions by an issuer not
        involving any public offering.
 
 On
        November 15, 2007 Boomj.com, Inc. issued 300,000 shares of its common stock
        to
        an employee of Boomj.com, Inc. for the services that are to be provided to
        Boomj.com, Inc. in 2007.  The issuance of securities was exempt from the
        registration requirements of the Act, under Section 4(2) of the
        Act.
 
 On
        December 12, 2007, $100,000 of principal and $1,907 of accrued interest on
        a
        promissory note issued to Carole Harder was converted into shares of Boomj.com,
        Inc.’s Preferred Stock Series “B” at the request of the holder at a price of two
        dollar ($2.00) per share. The issuance of securities is exempt from the
        registration requirements of the Act, under Section 4(2) of the Act as
        transactions by an issuer not involving any public offering, or under Rule
        506
        of Regulation D promulgated under the Securities Act. These shares of preferred
        stock were converted into Boomj.com, Inc. common stock prior to the merger
        with
        Boomj.com, Inc. and then were exchanged for 102,925 shares of our common
        stock
        in our acquisition of Boomj.com, Inc.
 
 15
 
 **Item
        6. Management's Discussion and Analysis of Financial Condition and Results
        of
        Operations**
 
 The
        following information should be read in conjunction with our consolidated
        financial statements and notes thereto appearing elsewhere in this Form
        10-KSB.
  **Forward
        Looking Statements**
 
 This
        Form
        10-KSB, including the Management's Discussion and Analysis of Financial
        Condition and Results of Operations, contains forward-looking statements
        that
        involve substantial risk and uncertainties. These forward-looking statements
        are
        not historical facts but rather are based on current expectations, estimates,
        and projections about this company's industry, beliefs, and assumptions.
        Such
        forward-looking statements involve risks and uncertainties that could cause
        risks or outcomes to differ materially from those expressed in the
        forward-looking statements.
  Forward-looking
        statements may include without limitation statements relating to our plans,
        strategies, objectives, expectations, and intentions and are intended to
        be made
        pursuant to the Safe Harbor provisions of the Private Securities Litigation
        Reform Act of 1995. Words such as "anticipates,” "expects," "intends," "plans,"
        "believes," "seeks," and "estimates" and variations of these words and similar
        expressions are intended to identify forward-looking statements. These
        statements are not guarantees of future performance and are subject to certain
        risks, uncertainties, and other factors, some of which are beyond our control
        and difficult to predict and could cause actual results to differ materially
        from those expressed or forecasted in the forward-looking statements. This
        Annual Report includes, among others, forward-looking statements regarding
        our:
  •
              expectations
                  about revenues, including advertising and product sales;
  •
              expectations
                  about growth in the number of our members and users;
  •
              expectations
                  about cost of revenues and operating expenses;
  •
              expectations
                  about our on-going strategic initiatives;
  •
              anticipated
                  capital expenditures;
  •
              impact
                  of recent acquisitions on our business and evaluation of possible
                  acquisitions of, or investments in, businesses, products, and
                  technologies; and
  •
              expectations
                  about cash flow generation and the use of existing cash to meet
                  normal
                  operating requirements.
 
 Although
        we believe that the assumptions on which these forward looking statements
        are
        based are reasonable, any of those assumptions also could be incorrect. In
        light
        of these and other uncertainties, the inclusion of forward-looking statements
        in
        this Annual Report should not be regarded as a representation of that our
        plans
        and objectives will be achieved. Undue reliance should not be placed on these
        forward-looking statements, which apply only as of the date of this Annual
        Report.
 
 **Results
        of Operations**
 
 This
        company, formerly known as Reel Estate Services Inc. was incorporated in
        Nevada
        as a development stage company on January 12, 2006 to create a web-based
        service
        that lists properties across the globe that are available for rental and/or
        use
        by film and television companies as filming locations. We never
        earned any revenue from our former Reel Estate Services internet
        site ,
        and in
        September 2007 prior management terminated those operations.
 
 On
        December 28, 2007 Reel Estate Services, Inc. acquired BoomJ.com, Inc. through
        a
        triangular merger (the “Reorganization”) in which it issued 34,458,067 shares of
        common stock to the former shareholders of BoomJ.com, Inc.
  16
  BOOMj.com,
        Inc. operates a web property that offers original content, diversified media
        and
        advertising targeting adults commonly referred to as Baby Boomers and Generation
        Jones. On our Web site, www.BOOMj.com, users/members can create their very
        own
        personal profile for use on the social network platform. These users/members
        can
        upload, watch and share their videos and other interesting information with
        like-minded Boomers and Generation Jones. Our website provides entertainment
        news ranging from the latest movie reviews, fashions and diets to show times
        and
        ticket sales. The website also offers a variety of travel services, including
        fare finder, hotel and car rental information, reservations, destination
        information and last minute travel deals. Baby Boomers and Generation Jones
        are
        able to shop online through Boomj.com’s online store. BOOMj.com user/members can
        buy leading brand name merchandise. For
        financial statement purposes, our acquisition of Boomj.com, Inc. was treated
        as
        a reverse acquisition and as though BoomJ.com, Inc. had acquired us since
        the
        prior shareholders’ of BoomJ.com, Inc. ended up with a majority ownership in our
        stock. Accordingly, prior to December 28, 2007 the historical financial
        statements of BoomJ.com, Inc. have become our historical financial statements.
        Subsequent to December 28, 2007 the consolidated operations of both entities
        are
        included in our financial statements. BoomJ.com, Inc. itself was created
        November 14, 2006. Our financial statements for the year ended December 31,
        2007
        are therefore not comparable to the previous period from November 14, 2006
        through December 31, 2006 since this was a start-up period and our operations
        had not fully commenced.
 
 We
        reported a net loss of $4,973,477 for the twelve months ended December 31,
        2007.
        In the prior year, our net loss was $54,914, reflecting our operations from
        inception, November 14, 2006 through December 31, 2006. The loss in 2007
        was
        principally attributable to increase in operating costs, as more fully explained
        in "Operating Expenses" below.
 
 **Revenues**
 
 Our
        goal
        is to generate revenues from the sale of various products to our website
        users
        and from advertising fees. We commenced operating our website in February
        2007.
        Through the end of 2007, we had $94,485 in revenues, of which approximately
        two-thirds represented product sales and the balance was derived from
        advertising revenues. Since we did not operate our website in 2006, we did
        not
        generate any revenues in 2006.
 
 **Operating
        Expenses**
 
 Selling,
        general and administrative expenses (SG&A) including related party
        expenditures for the twelve month period ended December 31, 2007 were
        $3,183,460. This reflects an increase of $3,166,475 in SG&A expenses from
        the $16,985 reported for the period from inception, November 14, 2006 through
        December 31, 2006. This change in SG&A expenses is attributable to
        advertising costs incurred in launching our website, increases in
        administrative, technical and marketing personnel and related payroll costs,
        an
        increase in travel related costs. Our SG&A expenses are expected to continue
        to increase during the current fiscal year ending December 31, 2008 as we
        increase our operations, increase advertising, and hire more
        employees.
 
 Professional
        fees for the twelve month period ended December 31, 2007 were $1,164,270.
        The
        largest component of professional fees consists of services rendered in
        connection with the design and establishment of our website and Internet
        related
        activities, as well as legal and accounting fees. This reflects an increase
        of
        $1,127,449 in professional fees from the $36,821 reported for the period
        from
        inception, November 14, 2006 through December 31, 2006. Included in the
        professional fees are non-cash items of $817,417 in stock issued in exchanged
        for a variety of consulting services. The balance of the variance is due
        to
        establishment of an advisory board and other consulting services to enhance
        our
        website marketing and contractual services infrastructure and the costs
        associated with outsourcing some of our marketing and promotional
        activities.
 
 Depreciation
        and amortization expense for the twelve month period ended December 31, 2007
        was
        $137,255. This reflects an increase of $136,947 in depreciation and amortization
        expense from the $308 reported for the period from inception, November 14,
        2006
        through December 31, 2006. This increase in expense is attributable to the
        amortization of the asset additions during the full twelve month
        period.
  17
  Interest
        expense, which includes related party interest of $125,413, for the twelve
        month period ended December 31, 2007 was $298,284. No interest expense was
        realized in 2006. Our interest expense is due to the loan amortization expense
        of the loan discount and other costs of $279,903 and cash interest paid of
        $18,381 for the period ended December 31, 2007. The loan discount relates
        to the
        sundry loans procured by us during 2007 in order to fund our working capital
        requirements.
 
 **Liquidity
        and Capital Resources**
 
 Cash
        and
        cash equivalents at December 31, 2007 were $111,247. Since we had only had
        limited operations in 2007, all of our capital resources were derived through
        the sale of debt and equity securities. No assurance can be made that we
        will
        have access to the capital markets in future, or that financing will be
        available on acceptable terms to satisfy our future and on-going cash
        requirements that we need to implement its business strategies. Our inability
        to
        access the capital markets or obtain acceptable financing could have a material
        adverse affect on its results of operations and financial condition, and
        could
        severely threaten our ability to continue as a going concern.
 
 As
        shown
        in the accompanying consolidated financial statements, we incurred a loss
        of
        $4,973,477, for the twelve month period ended December 31, 2007. Our current
        liabilities less debt exceeded its current assets by $708,573 at December
        31,
        2007 and negative cash flow from operating activities for the twelve months
        ended December 31, 2007 was $2,907,834. These factors, and our ability to
        meet
        our obligations from current operations, and the need to raise additional
        capital to accomplish our objectives, create a substantial doubt about our
        ability to continue as a going concern.
 
 We
        currently do not have sufficient funds on hand to fund our anticipated on-going
        operating expenses. We do not have any bank credit lines. Accordingly, we
        will
        have to obtain additional funding in the near future in order to continue
        our
        operations. Although the amount of revenues that we are now generating from
        our
        operations is increasing on a monthly basis, we do not anticipate that we
        will
        generate sufficient cash from operations to fund our working capital needs
        until
        the second half of this year, at the earliest. Accordingly, we intend to
        continue to seek additional financing from various sources, including from
        the
        sale of debt or equity securities. We have not yet identified, and cannot
        be
        sure that we will be able to obtain any additional funding from either of
        these
        sources, or that the terms under which we may be able to obtain such funding
        will be beneficial to us. If we do not obtain sufficient additional funds
        in the
        near future, we will have to suspend some of our operations, scale down our
        current and proposed future operations or, if those actions are not sufficient,
        terminate our operations.
 
 As
        of
        December 31, 2007, we had no long-term debt obligations, no capital lease
        obligations, no material purchase obligations or other similar long-term
        liabilities. In addition, we have no financial guarantees, debt or lease
        agreements or other arrangements that could trigger a requirement for an
        early
        payment or that could change the value of our assets, and we do not engage
        in
        trading activities involving non-exchange traded contracts.
  **Operating
        Activities**
 
 Net
        cash
        used in operating activities for the twelve months period ended December
        31,
        2007 was $2,907,834. This was mainly attributable from the use of cash in
        operations as we establish business and operations.
 
 **Investing
        Activities**
 
 Net
        cash
        used in investing activities for the twelve month period ended December 31,
        2007
        was $149,698. The company expended cash for purchase of computer and office
        equipment and expenditures related to its Website development.
 
 **Financing
        Activities**
 
 Net
        cash
        provided by financing activities for the twelve month period ended December
        31,
        2007 was $3,114,470 due to net cash received from the sale of securities
        of
        $2,014,470. We also received proceeds from the issuance of several promissory
        notes amounting to $1,418,000, of which $193,000 were subsequently repaid
        during
        the year. We also paid $125,000 at the time of the Reorganization for the
        cancellation of stock of the former major shareholder.
  18
  As
        a
        result of the above activities, we experienced a net increase in cash of
        $56,938
        for the twelve month period ended December 31, 2007. Our ability to continue
        as
        a going concern is dependent on our success in obtaining additional financing
        from investors through the sale of its securities.
 
 **Other**
 
 We
        do not
        believe that inflation has had a material impact on our business or
        operations.
 
 We
        are
        not a party to any off-balance sheet arrangements, and we do not engage in
        trading activities involving non-exchange traded contracts. In addition,
        we have
        no financial guarantees, debt or lease agreements or other arrangements that
        could trigger a requirement for an early payment or that could change the
        value
        of our assets
 
 **Going
        Concern**
  This
        company's financial statements are prepared using generally accepted accounting
        principles, which contemplate the realization of assets and liquidation of
        liabilities in the normal course of business. However, the company has an
        accumulated deficit of $5,028,391 on December 31, 2007 and will need to raise
        additional capital, or obtain financing to continue operations. The enclosed
        financial statements do not include any adjustments relating to the
        recoverability and classification of recorded asset amounts or amounts and
        classification of liabilities that might be necessary should this company
        be
        unable to continue as a going concern.
 
 Management
        is taking steps to address its operating and financial cash requirements,
        which
        it believes will be sufficient to provide the company with the ability to
        continue operations in next twelve months. Management has devoted a significant
        amount of time in the raising of capital. However, the company’s ability to
        continue as a going concern is dependent upon raising funds through debt
        and
        equity financing and generating revenue. There are no assurances this company
        will receive the necessary funding or generate revenue necessary to fund
        operations. This raises substantial doubt about this Company’s ability to
        continue as a going concern.
 
 **Application
        of Critical Accounting Policies**
 
 **Revenue
        Recognition**
 
 The
        Company recognizes its revenue in accordance with the Securities and Exchange
        Commissions (“SEC”) Staff Accounting Bulletin No. 104, “Revenue Recognition in
        Financial Statements” (“SAB 104”). Revenue is recognized when merchandise is
        shipped to a customer.
  **Stock-Based
        Compensation**
  The
        Company follows the guidance of Financial Accounting Standard No 123(R) “Share
        Based Payment” for all share-based payments to employees, including grants of
        employee stock options or warrants, are recognized in the financial statements
        based on their fair values. This guidance requires the Company to measure
        the
        cost of employee services received in exchange for an award of equity
        instruments based on the grant-date fair value of the award. That cost will
        be
        recognized over the period during which an employee is required to provide
        service in exchange for the award—the requisite service period (usually the
        vesting period).
  The
        Company follows the guidance of Emerging Issues Task Force No. 96-18:
“Accounting for Equity Instruments That Are Issued to Other Than Employees
        for
        Acquiring, or in Conjunction with Selling, Goods or Services” for transactions
        in which equity instruments are issued in exchange for the receipt of goods
        or
        services to non employees.
  19
 
 **Issuance
        of Shares for Service**
 
 The
        Company accounts for the issuance of equity instruments to acquire goods
        and
        services based on the fair value of the goods and services or the fair value
        of
        the equity instrument at the time of issuance, whichever is more reliably
        measurable.
 
 **Recent
        Accounting Pronouncements**
 
 In
        September 2006, the FASB issued a new standard which defines fair value,
        establishes a framework for measuring fair value in generally accepted
        accounting principles and expands disclosures about fair value measurements.
        The
        new standard does not require new fair value measurements, rather, its
        provisions will apply when fair value measurements are performed under other
        accounting pronouncements. The standard is effective for financial statements
        issued for fiscal years beginning after November 15, 2007 and interim
        periods within those fiscal years. In February 2008, the standard was
        deferred for one year as it applies to nonfinancial assets and liabilities
        that
        are recognized or disclosed at fair value on a nonrecurring basis (e.g. those
        measured at fair value in a business combination and goodwill impairment).
        We
        are reviewing the potential impact, if any, of this new guidance.
 
 In
        February 2007, the FASB issued a new standard that permits entities to
        choose to measure many financial instruments and certain other items at fair
        value. This standard expands the use of fair value measurement and applies
        to
        entities that elect the fair value option. The fair value option established
        by
        the new standard permits all entities to choose to measure eligible items
        at
        fair value at specified election dates and is effective for fiscal years
        beginning after November 15, 2007. We do not expect the adoption of this
        pronouncement to have a material impact on our financial position or results
        of
        operations.
 
 In
        December 2007, the FASB issued enhanced guidance related to the measurement
        of identifiable assets acquired, liabilities assumed and disclosure of
        information related to business combinations and their effect. The standard
        applies prospectively to business combinations in 2009 and is not subject
        to
        early adoption. We do not expect the adoption of this pronouncement to have
        a
        material impact on our financial position or results of operations.
 
 In
        December 2007, the FASB issued a new standard for the noncontrolling
        interest in a subsidiary and for the deconsolidation of a subsidiary.
        Specifically, this statement requires the recognition of a noncontrolling
        interest (minority interest) as a component of consolidated equity. This
        is a
        change from the current practice to present noncontrolling interests in
        liabilities or between liabilities and stockholders’ equity. Similarly, the new
        standard requires consolidated net income and comprehensive income to be
        reported at amounts that include the amounts attributable to both the parent
        and
        the noncontrolling interests. The standard is effective prospectively with
        respect to transactions involving noncontrolling financial interests that
        occur
        on or after January 1, 2009. We do not expect the adoption of this
        pronouncement to have a material impact on our financial position or results
        of
        operations.
  **Off
        Balance Sheet Arrangements**
 
 The
        Company has no Off Balance Sheet arrangements at December 31, 2007.
 
 **Item
        7. Consolidated Financial Statements**
 
 Financial
        Statements are referred to in Item 13(a), listed in the Index to Financial
        Statements and filed and included elsewhere herein as a part of this Annual
        Report on Form 10-KSB.
  **Item
        8. Changes in and Disagreements with Accountants on Accounting and Financial
        Disclosure**
 
 None
  **Item
        8A. Controls and Procedures**
 
 EVALUATION
        OF DISCLOSURE CONTROLS AND PROCEDURES
  20
  Under
        the
        supervision and with the participation of our management, including our chief
        executive officer and chief financial officer, we evaluated the effectiveness
        of
        our disclosure controls and procedures as of the end of the period covered
        by
        this report, December 31, 2007. Based on that evaluation, our chief executive
        officer and chief financial officer concluded that our disclosure controls
        and
        procedures are not effective to ensure that information we are required to
        disclose in our reports filed or submitted under the Securities Exchange
        Act of
        1934, as amended, is accumulated and communicated to management as appropriate
        to allow timely decisions regarding required disclosures.
 
 MANAGEMENT’S
        REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 This
        company’s management is responsible for establishing and maintaining internal
        controls over financial reporting and disclosure controls. Internal controls
        over financial reporting are designed to provide reasonable assurance that
        the
        books and records reflect the transactions of the company and that established
        policies and procedures are carefully followed. Disclosure controls and
        procedures are designed to ensure that information required to be disclosed
        in
        reports filed under the Securities Exchange Act of 1934, as amended, is
        appropriately recorded, processed, summarized and reported within the specified
        time periods.
 
 We
        did
        not, due to the reasons listed immediately below, conduct an assessment of,
        nor
        prepare a report on, internal control over financial reporting at December
        31,
        2007.
 
 ·
              In
                  connection with the Reorganization that was effected on December
                  28, 2007,
                  the management (both officers and directors) of this company at
                  December
                  28, 2007 was completely replaced and any prior internal controls
                  over
                  financial reporting of this company ceased to exist at that time.
                  In
                  addition, as a result of the Reorganization, our business changed.
                  Therefore any assessment of our internal controls over financial
                  reporting
                  at December 31, 2007 would have been futile.
 
 ·
              The
                  prior financial statements of this company were superseded as of
                  December
                  28, 2007 by the financial statements of Boomj.com, Inc. as adjusted
                  for
                  the Recapitalization. Thus any internal controls over financial
                  reporting
                  of this company had no significance to the operating company financial
                  statements presented in this December 31, 2007 Annual
                  Report.
 
 ·
              The
                  timing of the Reorganization was only three days prior to year-end
                  which
                  did not allow the management of the operating company, Boomj.com,
                  Inc.,
                  time to prepare for and conduct a management assessment and report
                  on
                  internal control over financial reporting for December 31,
                  2007.
 
 ·
              The
                  timing of the Reorganization was only three days prior to year-end
                  which
                  did not allow the operating Company time to integrate new internal
                  control
                  over financial reporting prior to December 31,
                  2007.
 
 ·
              In
                  accordance with previously issued SEC Staff guidance the company
                  submitted
                  correspondence to the SEC requesting relief in this
                  matter.
 
 We
        fully
        intend to conduct a management assessment and prepare a report on internal
        control over financial reporting at December 31, 2008.
 
 This
        annual report does not include an attestation report of the company’s registered
        public accounting firm regarding internal control over financial reporting.
        Our
        internal control over financial reporting was not subject to attestation
        by the
        company’s registered public accounting firm pursuant to temporary rules of the
        Securities and Exchange Commission that permit the company to provide only
        management’s report in this annual report.
 
 CHANGES
        IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
 
 For
        the
        quarter ended December 31, 2007, except as noted above, there were no
        significant changes in our internal controls over financial reporting that
        have
        materially affected, or are reasonably likely to materially affect, our internal
        control over financial reporting.
  21
  We
        intend
        to become compliant in implementing these added internal controls, document
        present procedures and hire a consultant to assure compliance with these
        new
        self-assurance requirements.
 
 **Item
        8B. Other Information**
 
 None.
 **PART
        III**
  **Item
        9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with
        Section 16(a) of the Exchange Act**
 
 Information
        concerning our officers and directors follows. All of the persons listed
        below
        became our officers and directors when we acquired BoomJ.com, Inc. on December
        31, 2007:
 
 Name
              Age
              PositionRobert
                  McNulty
              61
              Chief
                  Executive Officer and a DirectorWendy
                  Borow-Johnson
              55
              President
                  - MediaMark
                  V. Noffke
              52
              Executive
                  V.P., Finance and Chief Financial OfficerMark
                  Doumani
              42
              Senior
                  Vice President Business DevelopmentMurray
                  Williams
              37
              Director
 
 The
        following describes the backgrounds of current directors and the key members
        of
        the management team. The persons who acted as officers and directors of
        Boomj.com, Inc. prior to the Reorganization resigned effective upon the
        Reorganization. All of our officers and directors also currently hold the
        same
        offices with Boomj.com, Inc.
 
 **Robert
        J. McNulty** has been
        our Chief Executive Officer since January 2007. Mr. McNulty is an accomplished
        entrepreneur with over twenty-five years of significant experience in Specialty
        Retail, Branded Consumer Products, Transactional Media TV, Retail and Internet
        Start-Ups and developing new concepts and technology platforms in the Retail
        Industry. Since February 1999, Mr. McNulty served as an independent
        consultant for various companies in those industries. In March 1996, Mr.
        McNulty
        founded Shopping.com, an online retailer, selling a broad range of consumer
        brand name products on the Internet. He served as its President and Chief
        Executive Officer and was a member of its Board of Directors from its inception.
        Compaq Computers purchased Shopping.com in February 1999 in all cash transaction
        for $220 million. Mr. McNulty has been involved with several other retail
        companies, both public and private, in a broad range of merchandise
        categories.
  **Wendy
        Borow-Johnson** joined
        BoomJ in August 2007 as President of Media. She previously was the President
        of
        the Healthy Living Channel and the Senior Vice President of The Networks
        Group
        of Turner Media Group, Inc from November 2002 thru July 2007. The Networks
        Group
        includes Healthy Living Channel, iShop, Beauty and Fashion, Men's Channel,
        Mall
        TV, Resorts and Residence TV, iDrive and America's Preview Network. She was
        responsible for overseeing programming, network development, and distribution
        and cross media marketing of these lifestyle transactional networks. Ms Johnson
        currently is a member of the Financial Media Group, Inc. Board of Directors
        and
        serves on its Audit committee. Prior to joining Turner Media Group, Inc.,
        Ms.
        Borow-Johnson served on the Board of Directors of Brands Shopping Network,
        Inc.
        and was President of Television from March 2002 thru September 2002. She
        was the
        President and CEO of RnetHealth Inc., a publicly traded company from October
        1999 thru March 2000 and was the President and CEO of Recovery Television
        Network October 2001 thru December 2001. Ms. Borow-Johnson is a Phi Beta
        Kappa
        Magna Cum Laude graduate of Goucher College. She has a Masters Degree in
        Counseling from Goddard College and a certificate in Psychotherapy from
        Harvard's Judge Baker Guidance Center.
  **Mark
        V. Noffke** has
        been
        BoomJ’s Chief Financial Officer since January 2007. From August 2006 to December
        2006, Mr. Noffke was the Chief Financial Officer of Financial Media Group
        Inc.
        From May 2004 to August 2006, Mr. Noffke was Chief Financial Officer of National
        Storm Management, Inc. where he was responsible for taking the company public.
        From August 2003 to May 2004, Mr. Noffke was a managing director of Striker
        Pacific Corporation, an investment bank, where he conducted due diligence,
        and
        acquisition analysis in various industries, including waste recycling, forest
        products and automotive. From September 1996 to August 2003, Noffke served
        as
        the Chief Financial Officer and a Director of U.S. Forest Industries, Inc,
        a
        timber manufacturing company, where he was responsible for developing the
        company's accounting infrastructure. From January 2002 to May 2004, Mr. Noffke
        served as Chief Financial Officer of Brands Shopping Networks, a publicly
        traded
        company currently known as United Fuel and Energy Corporation. In this position,
        Mr. Noffke was responsible for raising capital and developing the accounting
        infrastructure. Mr. Noffke is a Certified Public Accountant and has a B.S.
        in
        Accounting from Valparaiso University in Northwestern Indiana.
  22
  **Mark
        Doumani** has been
        BoomJ’s Senior Vice President of Business Development since June 2007. From June
        of 1996 to June of 2007 Mr. Doumani was the managing partner of Doumani &
Grandon, a California based law firm and has been a member of the California
        and
        American Bar Association from 1996 to the present. Mr. Doumani co-founded
        True
        Light Films, an animation production company once selected by Animation
        Magazine’s “Who’s Who” in animation production. He received his Juris Doctorate
        from Western State University and completed his undergraduate studies at
        UCLA.
 
 **Murray
        Williams** has been
        a Director of Boomj.com, Inc. since June 1, 2007. From June 2005 to February
        2007, Mr. Williams was Chief Financial Officer at Interactive Television
        Networks, Inc., a television subscription service. From March 2003 to June
        2005
        Mr. Williams served as an independent consultant for various companies in
        the
        technology industry. From June 2002 to September 2003 Mr. Williams was Vice
        President - Finance for Brands Shopping Network. He was one of the founding
        members of Buy.Com, Inc., became an employee in February 1998, and worked
        with
        the company until August 2001.  During his three and a half year tenure,
        Mr. Williams created and developed the finance, legal, business development
        and
        H/R departments.  Mr. Williams managed Buy.Com’s expansion into Europe,
        Canada and Australia.  From January 1993 through January 1998, Mr. Williams
        was employed with KPMG Peat Marwick, LLP, and last served as a Manager in
        their
        assurance practice.  Mr. Williams managed a team of over 20 professionals
        specializing in financial services.  Mr. Williams is a CPA and received his
        license in 1995.  Mr. Williams received degrees in both Accounting and Real
        Estate from the University of Wisconsin-Madison in 1992.
  There
        are
        no family relationships between any of the officers and directors.
 
 We
        have
        not adopted a Code of Ethics applicable to our principal executive, financial,
        and accounting officers and persons performing similar functions.
  We
        have a
        Compensation Committee comprised of Mr. McNulty and Mr. Williams. The
        Compensation Committee does not have a written charter.
 
 We
        have
        an Audit Committee comprised of Mr. McNulty and Mr. Williams. Mr. Williams
        is
        the Audit Committee’s financial expert. The Audit Committee does not have a
        written charter.
 
 Holders
        of our common stock can send written communications to our entire board of
        directors, or to one or more board members, by addressing the communication
        to
“the Board of Directors” or to one or more directors, specifying the director or
        directors by name, and sending the communication to our offices in Henderson,
        Nevada. Communications addressed to the Board of Directors as a whole will
        be
        delivered to each board member. Communications addressed to a specific director
        (or directors) will be delivered to the director (or directors) specified.
        Security holder communications not sent to the board of directors as a whole
        or
        to specified board members are not relayed to board members.
 
 **Directors
        Compensation**
 
 The
        directors of the Company do not receive any compensation.  However,
        the Company reimburses the Board of Directors for their actual expenses incurred
        in attending Board meetings.
 
 No
        family
        relationships exist between any of the executive officers or directors of
        the
        Company.
 
 **Compliance
        with Section 16(a) of the Exchange Act**
 
 Section
        16(a) of the Securities Exchange Act of 1934 requires the Company's officers
        and
        directors, and persons who own more than ten percent of its Common Stock,
        to
        file reports of ownership and changes of ownership with the Securities and
        Exchange Commission ("SEC") and each exchange on which our securities are
        registered. Officers, directors and greater than ten percent stockholders
        are
        required by SEC regulation to furnish us with copies of all ownership forms
        they
        file.
  23
  Based
        solely on its review of the copies of such forms received by us, or written
        representations from the officers, directors, or persons holding greater
        than
        10% of our common stock, the initial Forms 3 that were required to be filed
        following the completion of the Reorganization were filed late by all of
        the
        officers, directors and holders of 10% or more of our common stock.
 
 **Employment
        Contracts**
 
 On
        October 25, 2007, we entered into an employment agreement with Wendy
        Borow-Johnson, our President of Media (“Executive”) for a one year period, to provide salary,
        commissions, bonuses, and other fringe benefits. Annual base salary payable
        to
        the Executive under the agreement is $180,000 for the subsequent twelve months
        period. Payments are to be made in equal bi-weekly installments. In addition
        to
        the base salary, the Executive shall receive three percent (3%) of all net
        advertising revenue booked by the Executive and received by this company.
        The
        Executive also, shall receive bonuses from us as determined by our Board
        of
        Directors based upon the performance of this company. In addition, we shall
        issue to the Executive 300,000 shares of our common stock; such shares shall
        vest 1/12 th monthly
        retroactive to August 1, 2007.
 
 **Long-Term
        Incentive Plans - Awards in Last Fiscal Year**
 
 None.
 
 **Employee
        Pension, Profit Sharing or Other Retirement Plans**
 
 None.
 
 **Item
        10. Executive Compensation**
 
 The
        following table sets forth the compensation for our Chief Executive Officer
        and
        all other officers that received annual compensation in excess of $100,000 during
        the year ended December 31, 2007 .
        The was
        no compensation paid to these individuals for the period from inception November
        14, 2006 through December 31, 2006.
  **Name
                    and Principle Position**
                  **(in
                    dollars)**
                
                **Fiscal**
                  **Year**
                
                **Salary**
                  **(1)**
                
                **Bonus**
                  **(2)**
                
                **Restricted
                    Stock Awards (3)**
                
                **All
                    Other Compensation (4)**
                
                **Total**Robert
                    J. McNulty-
                  President
                    and CEO
                
                
                2007
                
                $
                -
                
                
                --
                
                $
                150,000
                
                
                --
                
                $
                150,000Wendy
                    Borow- Johnson
                  President
                    - Media
                
                
                2007
                
                $
                64,615
                
                
                --
                
                $
                75,000
                
                
                --
                
                $
                139,615Mark
                    V. Noffke -
                  Chief
                    Financial Officer
                
                
                2007
                
                $
                162,502
                
                
                --
                
                $
                1,000
                
                
                --
                
                $
                163,502Mark
                    Doumani Sr. -
                  VP
                    Business Development
                
                
                2007
                
                $
                118,540
                
                
                --
                
                $
                90,000
                
                
                --
                
                $
                208,540George
                    Pursglove (5)
                
                
                2007
                
                $
                131,575
                
                
                --
                
                
                --
                
                
                --
                
                $
                131,575
 (1)
              The
                  dollar value of base salary (cash and non-cash) earned.
 (2)
              The
                  dollar value of bonus (cash and non-cash) earned.
 (3)
              During
                  the periods covered by the table, the value of the shares of restricted
                  stock issued as compensation for services to the persons listed
                  in the
                  table.
 (4)
              All
                  other compensation received that we could not properly report in
                  any other
                  column of the table.
 (5)
              Mr.
                  Pursglove resigned as President of our subsidiary Boomj.com, Inc.
                  effective October 24, 2007.
  24
  We
        have
        not established any stock option or other employee compensation or incentive
        plans, and have not issued any derivative securities (options, warrants,
        and
        rights) to any officer or employee under any equity compensation
        plan.
 
 **Item
        11. Security Ownership of Certain Beneficial Owners and
        Management**
 
 The
        following table sets forth, as of December 31, 2007, the number of shares
        of our
        Common Stock and percentage of the outstanding shares of our Common Stock
        owned
        beneficially (a) by each officer and director; (b) by all officers and directors
        of as a group; and (c) by all persons who are known to us to own more than
        five
        percent of our Common Stock. Unless
        otherwise indicated, the address of each of the following persons is 9029
        South
        Pecos, Suite 2800, and Henderson, Nevada 89074.
 
 **Name
                      and Address**
                  
                  **Number
                      of Shares**
                    **Beneficially**
                    **Owned**
                  
                  **Percentage**
                    **of
                      Class**Mark
                      V. Noffke
                  
                  
                  2,020,000
                  
                  
                  5.6
                  %Mark
                      Doumani (1)
                  
                  
                  1,818,000
                  
                  
                  5.0
                  %Murray
                      Williams
                  
                  
                  1,414,000
                  
                  
                  3.9
                  %Wendy
                      Borow-Johnson
                  
                  
                  606,000
                  
                  
                  1.7
                  %Robert
                      J. McNulty
                  
                  
                  505,000
                  
                  
                  1.4
                  %
 All
                    executive officers and directors as a group (5 persons)
                
                
                6,363,000
                
                
                17.6
                %Linlithgow
                    Holdings, LLC (2)
                
                
                17,372,000
                
                
                48.1
                %
 (1)
              Includes
                  1,212,000 shares owned by MIK Irrevocable Trust, an irrevocable
                  trust for
                  the benefit of Mr. Doumani.
 
 (2)
              Represent
                  shares owned by Linlithgow Holdings, LLC,an
                  entity owned and controlled by immediate family members of Mr.
                  Robert J.
                  McNulty. Mr. McNulty is not a member or manager of Linlithgow Holdings
                  LLC
                  and he disclaims any beneficial interests in these shares. Mr.
                  McNulty
                  does not exercise any voting rights in respect of these shares
                  nor does he
                  have any right to dispose of these
                  shares.
 
 **Item
        12: Certain Relationships and Related Transactions**
 
 Rhett
        McNulty is the son of Robert J. McNulty. Rhett McNulty owns Linlithgow Holdings,
        LLC, which is our largest shareholder. Rhett McNulty is also the Chief Operating
        Officer and the 18% owner of Hype Networks, Inc. In December 2006 BoomJ.com,
        Inc. purchased its proprietary website software from Hype Networks, Inc.
        for
        500,000 shares of BoomJ.com’s Series A Preferred stock. Prior to our acquisition
        of BoomJ.com these 500,000 Series A Preferred shares were converted into
        550,000
        shares of BoomJ.com’s common stock. In connection the acquisition of BoomJ.com,
        we issued 1,111,000 shares of our common stock in exchange for these 550,000
        shares.
  25
  During
        2007 BoomJ.com borrowed $218,000 from Linlithgow Holdings in a series of
        transactions. All of the loans bore interest at 12% per year and have since
        been
        repaid. In connection with these loans BoomJ.com issued Linlithgow Holdings
        warrants to purchase 34,835 shares of its common stock. The warrants are
        exercisable at a price ranges from $0.01 to $1.00 per share and expire on
        12/31/
        2011. We also paid Linlithgow Holdings $195,000 for consulting services provided
        to us.
 
 In
        connection with the Reorganization, the following persons received shares
        of our
        common stock in exchange for their shares of BoomJ.com, Inc.
 
 Name
              SharesRobert
                  J. McNulty
              505,000Wendy
                  Burrow-Johnson
              606,000Mark
                  V. Noffke
              2,020,000Mark
                  Doumani
              1,818,000Murray
                  Williams
              1,414,000Linlithgow
                  Holdings, LLC
              17,372,000
 
 In
        2007,
        we paid FA Corp. $83,094 for consulting services rendered to us. Mr. Williams,
        one of our directors and a former officer of Boomj.com, Inc., is the principal
        shareholders of FA Corp.
 
 **PART
        IV**
 **Item
        13. Exhibits**
 
 **Item
        13(a)** The
        Financial Statements of Boomj, Inc. are listed on the Index to Financial
        Statements as set forth on page F-2.
 
 The
        following list describes the exhibits filed as part of this Annual Report
        Form
        10-KSB.
 
 **Exhibit
                  No.**
              
              **Description
                  of Document**3.1
              
              Articles
                  of Incorporation (1)3.2
              
              Amendment
                  to Articles of Incorporation (name change)(2)3.3
              
              Bylaws
                  (1)10.1
              
              Agreement
                  and Plan of Reorganization (3)10.2
              
              Employment
                  Agreement Wendy Borow-Johnson10.3
              
              Property
                  Lease - Santa Ana, California (3)10.4
              
              Property
                  Lease - Henderson, Nevada (3)31.1
              
              Certification
                  of Chief Executive Officer31.2
              
              Certification
                  of Chief Financial Officer (Principal Accounting
                  Officer)32.1
              
              Certification
                  of Chief Executive Officer and Chief Financial Officer (Principal
                  Accounting Officer) pursuant to Section 906 of the Sarbanes-Oxley
                  Act of
                  2002, 18 U.S.C. Section 1350
 ________________________________
 (1)  Previously
        filed as an exhibit to the Company’s Registration Statement filed on January 22,
        2007, which exhibit is hereby incorporated herein by reference.
 
 (2)  Previously
        filed as an exhibit to the Company’s Annual Report Form 10-KSB filed , February
        7, 2008), which exhibit is hereby incorporated herein by reference.
 
 (3)  Previously
        filed as an exhibit to the Company’s Current Report on Form 8-K on January 4,
        2008, which exhibit is hereby incorporated herein by reference.
 
 26
 
 **Item
        14. Principal Accountant Fees and Services**
 
 During
        the past two fiscal years, our principal accountant have billed for their
        services as follows. In addition, fees and services related to the audit
        of the
        financial statements of the Company for the period ended December 31, 2007,
        as
        contained in the Annual Report, are estimated and included for the fiscal
        year
        ended December 31, 2006.
 
 Year
                  ended December 31,2007
              
              2006Audit
                  Fees
              
              $
              75,000
              
              $
              25,000Audit-Related
                  Fees
              
              $
              67,000
              
              $
              --Tax
                  Fees
              
              $
              4,000
              
              $
              --All
                  Other Fees
              
              $
              --
              
              $
              --
 
 
 Audit
        fees represent fees billed for professional services provided in connection
        with
        the audit of the Company’s annual financial statements, reviews of its quarterly
        financial statements, audit services provided in connection with statutory
        and
        regulatory filings for those years and audit services provided in connection
        with securities registration and/or other issues resulting from that
        process.
 
 Audit-related
        fees represent fees billed primarily for assurance and related services
        reasonably related to securities registration and/or other issues resulting
        from
        that process. These fees relate to previous potential merger transactions
        which
        did not come to fruition, regulatory filings required due to the Company’s
        merger with Boomj.com, Inc.
 
 Tax
        fees
        principally represent fees billed for tax preparation, tax advice and tax
        planning services.
 
 All
        other
        fees principally would include fees billed for products and services provided
        by
        the accountant, other than the services reported under the three captions
        above.
 
 The
        Audit
        Committee requires that prior to the engagement of the Company’s principal
        accountant to audit the financial statements of the Company or to perform
        other
        Audit Related or Non-Audit Related services, the engagement be reviewed to
        consider the scope of services to be rendered and the expected fees to be
        charged by the principal accountant in connection with rendering such
        services.
 27
  **SIGNATURES**
  Pursuant
        to the requirements of Section 13 or 15 (d) of the Securities Exchange Act
        of
        1934, Registrant has duly caused this report to be signed on its behalf by
        the
        undersigned, thereunto duly authorized on the 31 st day of
        March, 2008.
  By:
              /**s/
                  Robert J. McNulty**Robert
                  J. McNulty, Chief Executive Officer
  In
        accordance with the Securities and Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the registrant in the
        capacities and the dates indicated.
  **SIGNATURES**
              
              **TITLE**
              
              **Date****/s/
                  Robert J. McNulty**
              
              Chief
                  Executive Officer and
              
              March
                  31, 2008Robert
                  J. McNulty
              
              Chairman
                  of the Board and Chief(Principal
                  Executive Officer)**/s/
                  Mark V. Noffke**
              
              Chief
                  Financial Officer
              
              March
                  31, 2008Mark
                  V Noffke
              
              (Principal
                  Accounting Officer andPrincipal
                  Financial Officer)**/s/
                  Murray Williams**
              
              Director
              
              March
                  31, 2008Murray
                  Williams


28




**BOOMJ,
      INC.**





**TABLE
      OF CONTENTS**




PageREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-1CONSOLIDATED
                BALANCE SHEET AS OF DECEMBER 31, 2007
            F-2CONSOLIDATED
                STATEMENTS OF OPERATIONS FOR 2007 AND 2006
            F-3CONSOLIDATED
                  STATEMENTS OF CASH FLOWS FOR 2007 AND 2006
            F-4CONSOLIDATED
              STATEMENTS
              OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR 2007 AND 2006
            F-5NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS
            F-8










**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors and


Stockholders
      of BoomJ, Inc.





We
      have
      audited the accompanying consolidated balance sheet of BoomJ, Inc. as of
      December 31, 2007, and the related consolidated statements of operations,
      stockholders’ equity, and cash flows for the year ended December 31, 2007 and
      the period from inception (November 14, 2006) through December 31, 2007 and
      the
      period from inception (November 14, 2006) through  December 31, 2006.
      These financial statements are the responsibility of the company’s management.
      Our responsibility is to express an opinion on these financial statements based
      on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of BoomJ, Inc. as of December
      31, 2007, and the results of its operations and its cash flows for the year
      ended December 31, 2007 and for the period from inception (November 14, 2006)
      through December 31, 2007 and the period from inception (November 14, 2006)
      through December 31, 2006, in conformity with accounting principles generally
      accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 3 to the financial
      statements, the Company is in the development stage, has limited sales,
      reflected a loss of approximately $4,973,000 in 2007 and will need to raise
      additional capital to fund operations. These conditions raise substantial doubt
      about its ability to continue as a going concern. Management’s plans regarding
      those matters also are described in Note 3. The financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.




As
      discussed in Note 9 to the consolidated financial statements, the Company
      adopted Financial Accounting Standards Board Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes” as of January 1,
      2007.




/s/
      L J
      Soldinger Associates, LLC




Deer
      Park, Illinois




March
      31,
      2008


F-1





**BOOMJ,
                INC.**
              (A
                Development Stage Company)**CONSOLIDATED  BALANCE  SHEET****December
                31, 2007****ASSETS**Current
                assets :Cash
            $                
                111,247Accounts
                receivable
            
            26,395Prepaid
                loan cost
            
            116,854Other
                current assets
            35,896Total
                current assets
            $                
                290,392Property,
                website and computer equipment
            749,298Less:
                Accumulated depreciation and amortization
            
            (137,564)Property,
                plant and equipment - net
            $                
                611,734Other
            22,930Total
                assets
            $                
                925,056**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**Current
                liabilities :Short
                term borrowings
            $                
                979,220Short
                term borrowings - related party
            25,000Accounts
                payable - trade
            680,727Accounts
                payable - related party
            45,000Accrued
                expenses
            273,237Total current liabilities
            $              2,003,184Commitments
                and contingencies**Stockholders’
                Deficit :**Common
                stock, $0.001 par value, 75,000,000 shares authorized,3,150,000issued
                and outstanding ; 34,458,067 issuable; 1,500,000 to be
                cancelled
            36,108Additional
                paid in capital
            3,914,155Deficit
                accumulated during the development stage
            (5,028,391)Total
                Stockholders' deficit
            $          
                (1,078,128)Total
                Liabilities and Stockholders' Deficit
            
            $                
                925,056





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





F-2





**BOOMJ,
      INC.**


(A
      Development Stage Company)


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**




**For
                    the twelve**
                  **month
                    period**
                  **ended**
                  **December
                    31,**
                
                **Period
                    from inception (November 14, 2006) through December
                    31,**
                
                **Period
                    from inception (November 14, 2006) through December
                    31,****2007**
                
                **2006**
                
                **2007****Revenues**
                
                $
                94,485
                
                $
                --
                
                $
                94,485**Operating
                    expenses******Cost
                    of products sold
                
                $
                97,879
                
                $
                --
                
                $
                97,879Selling
                    general & administrative
                
                
                2,892,141
                
                
                16,985
                
                
                2,909,126Selling
                    general & administrative - related party
                
                
                291,319
                
                
                --
                
                
                291,319Professional
                    fees
                
                
                1,164,270
                
                
                36,821
                
                
                1,201,091Depreciation
                    and amortization
                
                
                137,255
                
                
                308
                
                
                137,563Total
                    costs and operating expenses
                
                $
                4,582,864
                
                $
                54,114
                
                $
                4,636,978Loss
                    from operations
                
                
                (4,488,379
                )
                
                (54,114
                )
                
                (4,542,493
                )**Non-operating
                    income (expense)**Interest
                    expense
                
                
                (172,871
                )
                
                --
                
                
                (172,871
                )Interest
                    expense - related party
                
                
                (125,413
                )
                
                --
                
                
                (125,413
                )Interest
                    income
                
                
                2,150
                
                
                --
                
                
                2,150Total
                    non-operating income (expense)
                
                $
                (296,134
                )
                $
                --
                
                $
                (296,134
                )**Loss
                    from operations before income taxes**
                
                
                (4,784,513
                )
                
                (54,114
                )
                
                (4,838,627
                )Provision
                    for income tax
                
                
                --
                
                
                800
                
                
                800**Net
                    loss**
                
                $
                (4,784,513
                )
                $
                (54,914
                )
                $
                (4,839,427
                )Preferred
                    dividends
                
                
                188,964
                
                
                --
                
                
                188,964Net
                    loss available to common stockholders
                
                $
                (4,973,477
                )
                $
                (54,914
                )
                $
                (5,028,391
                )**Basic
                    and diluted net loss per common share**
                
                $
                (0.20
                )
                $
                (0.003
                )
                $
                (0.21
                )**Weighted
                    average shares of capital outstanding - basic**
                
                
                24,533,552
                
                
                20,800,207
                
                
                24,216,812
 The
          accompanying notes are an integral part of these financial
          statements.





F-3





**BOOMJ,
      INC.**


(A
      Development Stage Company)


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





**For
                the twelve**
              **month
                period**
              **ended**
              **December
                31,**
            
            **Period
                from inception (November 14, 2006) through December
                31,**
            
            **Period
                from inception (November 14, 2006) through December
                31,****2007**
            
            **2006**
            
            **2007****Cash
                flows from operating activities:**Net
                loss
            
            $
            (4,784,513
            )
            $
            (54,914
            )
            $
            (4,839,427
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Interest
                expense from conversion of note
            
            
            3,715
            
            
            --
            
            
            3,715Amortization
                of debt fees
            
            
            279,903
            
            
            --
            
            
            279,903Depreciation
                and amortization
            
            
            137,255
            
            
            308
            
            
            137,563Stock
                issued for professional services
            
            
            817,417
            
            
            1,015
            
            
            818,432Changes
                in assets and liabilities:(Increase)
                decrease in accounts receivable
            
            
            (26,395
            )
            
            --
            
            
            (26,395
            )(Increase)
                decrease in prepaid expenses and other assets
            
            
            (107,942
            )
            
            (15,738
            )
            
            (123,680
            )Increase
                (decrease) in accounts payable
            
            
            663,198
            
            
            41,938
            
            
            705,136Increase
                (decrease) in accounts payable - related party
            
            
            (5,000
            )
            
            --
            
            
            (5,000
            )Increase
                (decrease) in accrued expenses
            
            
            114,528
            
            
            800
            
            
            115,328Net
                cash used in operating activities
            
            
            (2,907,834
            )
            
            (26,591
            )
            
            (2,934,425
            )**Cash
                flows from investing activities:**Cash
                paid to purchase property and equipment
            
            
            (149,698
            )
            
            (14,100
            )
            
            (163,798
            )Net
                cash used in investing activities
            
            
            (149,698
            )
            
            (14,100
            )
            
            (163,798
            )**Cash
                flows from financing activities:**Issuance
                of preferred stock - net of offering costs
            
            
            2,014,470
            
            
            95,000
            
            
            2,109,470Cash
                received from short term borrowings
            
            
            1,200,000
            
            
            --
            
            
            1,200,000Cash
                received from short term borrowings - related party
            
            
            218,000
            
            
            --
            
            
            218,000Cash
                paid on short term borrowings - related party
            
            
            (193,000
            )
            
            --
            
            
            (193,000
            )Cash
                paid for cancellation of stock at merger
            
            
            (125,000
            )
            
            
            
            
            (125,000
            )Net
                cash provided by financing activities
            
            
            3,114,470
            
            
            95,000
            
            
            3,209,470**Net
                increase in cash & cash equivalents**
            
            
            56,938
            
            
            54,309
            
            
            111,247**Cash
                & cash equivalents, beginning balance**
            
            
            54,309
            
            
            --
            
            
            --**Cash
                & cash equivalents, ending balance**
            
            $
            111,247
            
            $
            54,309
            
            $
            111,247





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


F-4


**Page
      1 of 3**


**BOOMJ,
      INC.**


(A
      Development Stage Company)


**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ DEFICIT**





AccumulatedCommon
                Stock
            
            Preferred
                Stock
            
            Additional
            
            Deficit
                in theShares
            
            Par
              Value
            
            Shares
            
            Par
              Value
            
            Paid-In
                Capital
            
            Development
                Stage
            
            Stockholders’
              EquitySeries
                A Convertible 10% Cumulative Preferred Stock issued private offering
                at
                $0.248 per share
            
            
            --
            
            
            --
            
            
            383,800
            
            
            384
            
            
            94,616
            
            
            --
            
            **$**
            **95,000**Series
                A Convertible 10% Cumulative Preferred Stock issued in exchange for
                website technologyvalued
                at $00.248 per share
            
            
            --
            
            
            --
            
            
            1,616,000
            
            
            1,616
            
            
            398,384
            
            
            --
            
            
            **400,000**Common
                stock issued to foundersat
                half of par value
            
            
            20,604,000
            
            
            20,604
            
            
            --
            
            
            --
            
            
            (10,404
            )
            
            --
            
            
            **10,200**Offering
                costs on private offering for issuance of preferred stock
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (17,685
            )
            
            --
            
            
            **(17,685**
            **)**Net
                loss
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (54,914
            )
            
            **(54,914**
            **)****Balance,**December 31, 2006
            
            
            **20,604,000**
            
            
            **20,604**
            
            
            **1,999,800**
            
            
            **2,000**
            
            
            **464,911**
            
            **$**
            **(54,914**
            **)**
            
            **432,601**Issuance
                of Series A 10% Cumulative Preferred Stock for cash at $0.248 per
                share in
                January 2007 in continuance of the 2006 private offering
            
            
            **--**
            
            
            **--**
            
            
            **1,838,200**
            
            
            **1,838**
            
            
            **453,162**
            
            
            **--**
            
            
            **455,000**Offering
                costs on the January 2007issuance
                of Series A 10% Cumulative Preferred Stock
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **(45,000**
            **)**
            
            **--**
            
            
            **(45,000**
            **)**Issuance
                of common stock in January and February 2007 in compensation for
                services
                provided valued at $0.149 per share
            
            
            **1,979,600**
            
            
            **1,980**
            
            
            **--**
            
            
            **--**
            
            
            **292,020**
            
            
            **--**
            
            
            **294,000**Issuance
                of Series B 10% CumulativePreferred
                Stock for cash at $0.99 pershare
                in private offering commencing
              February
                2007 through November 2007
            
            
            **--**
            
            
            **--**
            
            
            **1,849,310**
            
            
            **1,849**
            
            
            **1,829,151**
            
            
            **--**
            
            
            **1,831,000**Offering
                costs on the issuance of Series B 10% Cumulative Preferred
                Stock
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **(226,530**
            **)**
            
            **--**
            
            
            **(226,530**
            **)**Issuance
                of common stock in March2007
                upon conversion of a note
            
            
            **205,656**
            
            
            **206**
            
            
            **--**
            
            
            **--**
            
            
            **101,602**
            
            
            **--**
            
            
            **101,808**Issuance
                of remaining shares of Series A 10% Cumulative Preferred Stock in
                exchange
                for website technology valued at $0.248 per share
            
            
            **--**
            
            
            **--**
            
            
            **202,000**
            
            
            **202**
            
            
            **49,798**
            
            
            **--**
            
            
            **50,000**Issuance
                of common stock in April 2007 in compensation for services provided
                valued
                at $0.149 per share
            
            
            **808,000**
            
            
            **808**
            
            
            **--**
            
            
            **--**
            
            
            **119,192**
            
            
            **--**
            
            
            **120,000**




F-5




**Page
      2 of 3**


**BOOMJ,
      INC.**


(A
      Development Stage Company)


**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ DEFICIT**





AccumulatedCommon
                Stock
            
            Preferred
                Stock
            
            Additional
            
            Deficit
                in theShares
            
            Par
              Value
            
            Shares
            
            Par
              Value
            
            Paid-In
                Capital
            
            Development
                Stage
            
            Stockholders’
              EquityIssuance
                of warrants to Linlithgow
              Holdings,
                LLC (“Linlithgow”) to purchase 34,835 shares of common stock in 2007 in
                connection with various promissory notes issued to Linlithgow in
                the total
                amount of $193,000
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **13,414**
            
            
            **--**
            
            
            **13,414**Issuance
                of common stock in August 2007 in compensation for consulting services
                provided valued at $0.149 per share
            
            
            **2,424,000**
            
            
            **2,424**
            
            
            **--**
            
            
            **--**
            
            
            **357,576**
            
            
            **--**
            
            
            **360,000**Issuance
                of common stock in September 2007 in compensation for consulting
                services
                provided valued at $0.297 per share
            
            
            **80,800**
            
            
            **81**
            
            
            **--**
            
            
            **--**
            
            
            **23,919**
            
            
            **--**
            
            
            **24,000**Issuance
                of warrant to a noteholder topurchase
                25,000 shares of commonstock
                in October 2007 in connectionwith
                a $100,000 promissory note
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **9,494**
            
            
            **--**
            
            
            **9,494**Issuance
                of Series B 10% Cumulative Preferred Stock in December 2007 upon
                conversion of the $100,000 promissory note
            
            
            **--**
            
            
            **--**
            
            
            **102,925**
            
            
            **103**
            
            
            **101,804**
            
            
            **--**
            
            
            **101,907**Cancellation
                of shares of common stock upon termination of employment in October
                2007
            
            
            **(174,645**
            **)**
            
            **(175**
            **)**
            
            **--**
            
            
            **--**
            
            
            **(25,762**
            **)**
            
            **--**
            
            
            **(25,937**
            **)**Issuance
                of common stock in October 2007 to Centurion Credit Resources, LLC
                (“Centurion”) in connection with a $500,000 promissory note issued to
                Centurion valued at $0.24 per share
            
            
            **404,000**
            
            
            **404**
            
            
            **--**
            
            
            **--**
            
            
            **96,371**
            
            
            **--**
            
            
            **96,775**Issuance
                of common stock to Robert McNulty in October 2007 in compensation
                for
                guarantee services provided on the $500,000 Centurionloan
                valued at $0.297 per share
            
            
            **505,000**
            
            
            **505**
            
            
            **--**
            
            
            **--**
            
            
            **149,495**
            
            
            **--**
            
            
            **150,000**




F-6


**Page
      3 of 3**


**BOOMJ,
      INC.**


(A
      Development Stage Company)


**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ DEFICIT**





AccumulatedCommon
                Stock
            
            Preferred
                Stock
            
            Additional
            
            Deficit
                in theShares
            
            Par
              Value
            
            Shares
            
            Par
              Value
            
            Paid-In
                Capital
            
            Development
                Stage
            
            Stockholders’
              EquityIssuance
                of common stock in November 2007 in compensation for employment services
                vesting over a one year period valued at $0.297 per share
            
            
            **606,000**
            
            
            **606**
            
            
            **--**
            
            
            **--**
            
            
            **74,394**
            
            
            **--**
            
            
            **75,000**Issuance
                of common stock in October and November 2007 to various parties in
                compensation for consulting and legal services provided valued at
                $0.297
                per share
            
            
            **424,200**
            
            
            **424**
            
            
            **--**
            
            
            **--**
            
            
            **125,576**
            
            
            **--**
            
            
            **126,000**Issuance
                of common stock upon conversion of all Series A and B 10% Cumulative
                Preferred Stock in December 2007
            
            
            **5,992,235**
            
            
            **5,992**
            
            
            **(5,992,235**
            **)**
            
            **(5,992**
            **)**
            
            **--**
            
            
            **--**
            
            
            **--**Dividends
                issued on conversion of Preferred Stock
            
            
            **599,221**
            
            
            **599**
            
            
            **--**
            
            
            **--**
            
            
            **188,365**
            
            
            **--**
            
            
            **188,964**Recapitalization
                of Reel Estate Services, Inc. (“RES”) on December 28, 2007 and
                cancellation of 1,500,000 shares of common stock
            
            
            **1,650,000**
            
            
            **1,650**
            
            
            **--**
            
            
            **--**
            
            
            **(251,650**
            **)**
            
            **--**
            
            
            **(250,000**
            **)**Warrants
                issued for financing fees in December 2007
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **12,853**
            
            
            **--**
            
            
            **12,853**Net
                Loss
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **--**
            
            
            **(4,973,477**
            **)**
            
            **(4,973,477**
            **)****Balance,
                December 31, 2007**
            
            
            **36,108,067**
            
            
            **36,108**
            
            
            **--**
            
            
            **--**
            
            
            **3,914,155**
            
            
            **(5,028,391**
            **)**
            **$**
            **(1,078,128**
            **)**





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




F-7
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**


**NOTE
      1 - DESCRIPTION OF BUSINESS**





BoomJ,
      Inc. (“we”, “BoomJ” or the “Company”) has recently launched its web site
      BOOMj.com, which the Company believes is America’s first social, political,
      financial e-commerce and lifestyle network focused on providing diversified
      media, compelling content and advertising targeting Baby Boomers and Generation
      Jones.





The
      Company formerly known as Reel Estate Services, Inc. (“RES”) was incorporated in
      Nevada on January 12, 2006.  At the date of recapitalization on
      December 28, 2007, RES was a public shell company, defined as an inactive,
      publicly-quoted company with nominal assets and liabilities.





On
      December 28, 2007, RES entered into an Agreement and Plan of Reorganization
      (the
“Reorganization Agreement”), with Time Lending Sub, Inc., a newly-formed Nevada
      corporation (hereinafter “RES Sub”) and Linda Rutter, the owner of 1,500,000
      shares of RES Common Stock and the sole Director and officer of RES (the
“Principal”); and BOOMj.com, Inc., a Nevada corporation (“BOOMj.com”), pursuant
      to which RES Sub agreed to merge with and into BOOMj.com (the “Merger”). In
      connection with the Merger, RES agreed to issue its shares of common stock,
      at a
      rate of 2.02 shares of RES common stock for each share of BOOMj.com common
      stock, in exchange for all of the issued and outstanding stock of BOOMj.com.
      Other Material terms and conditions of the merger include:




In
      addition, prior to the Merger, RES agreed to cancel 1,500,000 shares held by
      Linda Rutter, the recent officers and directors of RES of the 3,150,000 issued
      and outstanding shares of RES. The cancellation was preformed in two tranches,
      in exchange for $125,000 cash payment at the closing of the Merger, 750,000
      shares of Principal’s RES Common Stock were cancelled upon receipt of the
      payment; the remaining 750,000 shares of Principal’s RES Common Stock were
      cancelled upon payment to Principal of $125,000 on January 31, 2008. All shares
      amounts presented in these financial statements, unless otherwise noted, reflect
      the recapitalization.




Upon
      the
      closing of the Merger, Linda Rutter received a five year warrant to purchase
      825,000 shares of RES Common Stock and the strike price of such warrants is
      $0.93 per share.





Prior
      to
      the merger, BOOMj.com had 17,058,448 shares of common stock (“BOOM Common
      Stock”), outstanding which were exchanged for 34,458,067 shares of RES Common
      Stock through RES Sub. All warrants that were issued by BOOMj.com prior to
      the
      merger remained outstanding as of December 31, 2007 and the terms of those
      warrants have not been modified to date.  Management plans on
      converting the original warrants into warrants of the Company.




Subsequent
      to the merger, RES changed its name to BoomJ, Inc.




In
      the
      Reorganization Agreement, concurrent with the closing of the transaction, (a)
      all current officers of RES resigned from their positions with the RES and
      (b)
      BOOMj.com’s officers were appointed by the existing members of the Board of
      Directors of RES, and (c) the Existing Members of BOOMj.com’s current board of
      directors were appointed to the Board of the Company.





RES
      is
      the legal acquirer as the two entities merged. However, since RES was a public
      shell company, which had a nominal amount of net assets, the merger has been
      treated as a recapitalization of BOOMj.com and an acquisition of the assets
      and
      liabilities of RES by BOOMj.com. Though RES was the legal acquirer in the
      merger, BOOMj.com was the accounting acquirer. Therefore at the date of the
      merger the historical financial statements of BOOMj.com became those of RES
      for
      the period prior to the merger. Subsequent to the merger the consolidated
      financial statements include both entities.





The
      Company presently maintains its corporate office in Henderson, Nevada, and
      has
      its technical department located in an office in Santa Ana,
      California.


F-8
 **BOOMJ,
          INC.**
 (A
          Development Stage Company)
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**




**NOTE
      2** - **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





**Basis
      of Presentation**





Management
      is responsible for the fair presentation of the Company’s financial statements,
      prepared in accordance with U.S. generally accepted accounting principles
      (GAAP).





**Use
      of Estimates**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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 period.
      Actual results could differ from those estimates. Estimates are used in the
      determination of depreciation and amortization, the valuation for non-cash
      issuances of common stock, and the website, income taxes and contingencies,
      among others.





**Cash
      and Cash Equivalents**





The
      Company classifies as cash and cash equivalents amounts on deposit in the banks
      and cash temporarily in various instruments with original maturities of three
      months or less at the time of purchase. The Company’s cash management system is
      integrated within three separate banking institutions.





**Fair
      Value of Financial Instruments**





The
      carrying value of the current assets and liabilities approximate fair value
      due
      to their relatively short maturities except for certain of the short-term
      borrowings which are netted with a $20,780 debt discount.





**Reclassifications**





Certain
      comparative amounts from prior periods have been reclassified to conform to
      the
      current year's presentation. These changes did not affect previously reported
      net loss.





**Development
      Stage Enterprise**





The
      Company has been devoting most of its efforts to raising capital and developing
      a business plan and, consequently, meets the definition of a Development Stage
      Enterprise, as defined in Statement of Financial Accounting Standards (“SFAS”)
      No. 7 “Accounting and Reporting for Development Stage Enterprises.”  
Under SFAS No. 7, certain additional financial information is required to be
      included in the financial statements for the period from inception of the
      Company to the current balance sheet date.





**Segment
      Information**





The
      Company has determined it has one reportable operating segment as defined by
      SFA
      No. 131, “Disclosures about Segments of an Enterprise and Related
      Information”.





**Property,
      Website and Equipment; Depreciation and Amortization**





Property
      and computer equipment are stated at cost less accumulated
      depreciation.  Expenditures for maintenance and repairs are charged to
      income as incurred.  Additions, improvements and major replacements
      that extend the life of the asset are capitalized. The initial cost of the
      website has been capitalized. Once the site began operating, costs to maintain
      the site are expensed as incurred.   The cost and accumulated
      deprecation and amortization related to assets sold or retired are removed
      from
      the accounts and any gain or loss is credited or charged to income in the period
      of disposal.




F-9
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




The
      Company accounts for web site costs in accordance with SOP 98-1 “Accounting for
      the Costs of Computer Software Developed or Obtained for Internal Use and EITF
      00-2 “Accounting for Web Site Development Costs”.  As a result, costs
      associated with the web site application and infrastructure development stage
      are capitalized.  Amortization of costs commences once the web site is
      ready for its intended use which occurred when the website was launched in
      2007.





For
      financial reporting purposes, depreciation and amortization is provided on
      the
      straight-line method over the estimated useful lives of depreciable
      assets.  Financial reporting provisions for depreciation and
      amortization are generally based on the following annual rates and estimated
      useful lives:





Type
                of Asset
            Rates
            YearsComputer
                equipment and property
            20%
                - 50%
            2
                -
                5 yearsWebsite
                Development Costs
            20%
            5
                yearsLeaseholdimprovements
              (or
                life of lease where applicable)
            20%
                - 50%
            2
                -
                5 years




**Income
      Taxes**





The
      Company has not generated any taxable income, and, therefore, no provision
      for
      income taxes has been provided other than minimum franchise taxes paid to the
      State.





Deferred
      income taxes are reported for timing differences between items of income or
      expense reported in the financial statements and those reported for income
      tax
      purposes in accordance with SFAS Number 109, "Accounting for Income Taxes",
      which requires the use of the asset/liability method of accounting for income
      taxes. Deferred income taxes and tax benefits are recognized for the future
      tax
      consequences attributable to differences between the financial statement
      carrying amounts of existing assets and liabilities and their respective tax
      bases, and for tax loss and credit carry-forwards. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to taxable
      income in the years in which those temporary differences are expected to be
      recovered or settled. The Company provides for deferred taxes for the estimated
      future tax effects attributable to temporary differences and carry-forwards
      when
      realization is more likely than not.





A
      valuation allowance will be recorded to fully offset the deferred tax asset
      if
      it is more likely than not that the assets will be utilized.





The
      Company’s effective tax rate differs from the statutory rates associated with
      taxing jurisdictions because of permanent and temporary timing differences
      as
      well as a valuation allowance.





On
      January 1, 2007, the Company adopted FASB Interpretation No. 48 (“FIN 48”),
“Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement
      No. 109, “ which seeks to reduce the diversity in practice associated with the
      accounting and reporting for uncertainty in income tax
      positions.  This Interpretation prescribes comprehensive model for the
      financial statement recognition, measurement, presentation and disclosure of
      uncertain tax positions taken or expected to be taken in income tax
      returns.




F-10
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




**Revenue
      Recognition**





The
      Company will generate its revenue from products sold on its internet website.
      The BOOMj.com Store’s database has available close to two million name brand
      products. These items range from books, digital cameras, kitchen and bath items
      and office supplies. Revenue is also generated from content, advertising, and
      discount travel.





Advertising
      products consist of web-banner advertising. Web-banner advertising consists
      of
      continuous or rotating advertisements on the Company's online platforms.
      Delivery of these profiles is based on the number of impressions **** of
      an
      advertisement that a customer purchases. An impression is a single instance
      of
      an Internet user viewing the page that contains a customer's name and/or logo.
      Revenue is recognized on such advertising programs based on the proportionate
      units of advertising delivered over the period of a media campaign.





All
      sources of revenue will be recorded pursuant to Staff Accounting Bulletin (SAB)
      104 Revenue Recognition, when persuasive evidence of arrangement exists,
      delivery of services has occurred, the fee is fixed or determinable and
      collectability is reasonably assured.





**Stock
      Based Compensation**





The
      Company accounts for stock based compensation in accordance with Statement
      of
      Financial Accounting Standard (“SFAS”) 123 (revised 2004), “Share Based Payment”
(“123(R)”).  Share-based payments are required to be reflected as an
      expense based on the grant-date fair value of those awards. The
      Company follows the guidance of Emerging Issues Task Force No. 96-18:
“Accounting for Equity Instruments That Are Issued to Other Than Employees for
      Acquiring, or in Conjunction with Selling, Goods or Services” for transactions
      in which equity instruments are issued in exchange for the receipt of goods
      or
      services to non employees.





**Concentration
      of Credit Risk**





Financial
      instruments that potentially subject the Company to concentrations of credit
      risk consists principally of cash deposits at financial
      institutions.  At various times during the year, the Company may
      exceed the federally insured limits. To mitigate this risk, the Company places
      its cash deposits only with high credit quality
      institutions.  Management believes the risk of loss is
      minimal.  At December 31, 2007, the Company did not have any uninsured
      cash deposits.





**Impairment
      of Long-lived Assets**





The
      Company accounts for long-lived assets in accordance with the provisions of
      Statement of Financial Accounting Standards No. 144, Accounting for the
      Impairment of Long-Lived Assets. This statement requires that long-lived assets
      and certain identifiable intangibles be reviewed for impairment whenever events
      or changes in circumstances indicate that the carrying amount of an asset may
      not be recoverable. Recoverability of assets to be held and used is measured
      by
      a comparison of the carrying amount of an asset to future net cash flows
      expected to be generated by the asset. If such assets are considered to be
      impaired, the impairment to be recognized is measured by the amount by which
      the
      carrying amount of the assets exceeds the fair value of the assets. Assets
      to be
      disposed of are reported at the lower of the carrying amount or fair value
      less
      costs to sell. Fair values are determined based on quoted market value,
      discounted cash flows or internal and external appraisals, as applicable. During
      2007, the Company did not recognize an impairment charge.





**Employee
      Benefits**





The
      Company currently offers only a vacation benefit and does not have any other
      employee benefits; however it will be reviewing the feasibility of offering
      such
      plans during the current fiscal year.




F-11
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




**Inventories**





The
      Company does not carry any inventory and has its vendors or distributors ship
      based on confirmed orders provided electronically by the Company.





**Recent
      Accounting Pronouncements**





In
      September 2006, the FASB issued a new standard which defines fair value,
      establishes a framework for measuring fair value in generally accepted
      accounting principles and expands disclosures about fair value measurements.
      The
      new standard does not require new fair value measurements, rather, its
      provisions will apply when fair value measurements are performed under other
      accounting pronouncements. The standard is effective for financial statements
      issued for fiscal years beginning after November 15, 2007 and interim
      periods within those fiscal years. In February 2008, the standard was
      deferred for one year as it applies to nonfinancial assets and liabilities
      that
      are recognized or disclosed at fair value on a nonrecurring basis (e.g. those
      measured at fair value in a business combination and goodwill impairment).
      We
      are reviewing the potential impact, if any, of this new guidance.





In
      February 2007, the FASB issued a new standard that permits entities to
      choose to measure many financial instruments and certain other items at fair
      value. This standard expands the use of fair value measurement and applies
      to
      entities that elect the fair value option. The fair value option established
      by
      the new standard permits all entities to choose to measure eligible items at
      fair value at specified election dates and is effective for fiscal years
      beginning after November 15, 2007. We do not expect the adoption of this
      pronouncement to have a material impact on our financial position or results
      of
      operations.





In
      December 2007, the FASB issued enhanced guidance related to the measurement
      of identifiable assets acquired, liabilities assumed and disclosure of
      information related to business combinations and their effect. The standard
      applies prospectively to business combinations in 2009 and is not subject to
      early adoption. We do not expect the adoption of this pronouncement to have
      a
      material impact on our financial position or results of operations.





In
      December 2007, the FASB issued a new standard for the noncontrolling
      interest in a subsidiary and for the deconsolidation of a subsidiary.
      Specifically, this statement requires the recognition of a noncontrolling
      interest (minority interest) as a component of consolidated equity. This is
      a
      change from the current practice to present noncontrolling interests in
      liabilities or between liabilities and stockholders’ equity. Similarly, the new
      standard requires consolidated net income and comprehensive income to be
      reported at amounts that include the amounts attributable to both the parent
      and
      the noncontrolling interests. The standard is effective prospectively with
      respect to transactions involving noncontrolling financial interests that occur
      on or after January 1, 2009. We do not expect the adoption of this
      pronouncement to have a material impact on our financial position or results
      of
      operations.





**NOTE
      3 - GOING CONCERN**





The
      Company's financial statements are prepared using generally accepted accounting
      principles, which contemplate the realization of assets and liquidation of
      liabilities in the normal course of business. However, the Company has limited
      sales, reflected a loss of approximately $4,973,000 in 2007 and will need to
      raise additional capital and obtain financing to continue operations. These
      conditions raise substantial doubt about the Company’s ability to continue as a
      going concern. The financial statements do not include any adjustments relating
      to the recoverability and classification of recorded asset amounts or amounts
      and classification of liabilities that might be necessary should the Company
      be
      unable to continue as a going concern.





Management
      is taking steps to raise additional funds to address its operating and financial
      cash requirements to continue operations in the next twelve months. Management
      has devoted a significant amount of time in the raising of capital from
      additional debt and equity financing. However, the Company’s ability to continue
      as a going concern is dependent upon raising additional funds through debt
      and
      equity financing and generating revenue. There are no assurances the Company
      will receive the necessary funding or generate revenue necessary to fund
      operations.




F-12
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




**NOTE
      4 - PROPERTY, WEBSITE AND EQUIPMENT**





Property,
      website and equipment includes the following as of December 31:




*December
                31,*
            
            
            
            **2007**
            
            
            **2006**Computer
                equipment & property
            
            
            **$**
            **64,732**
            
            **$**
            **1,850**Website
            
            
            
            **684,566**
            
            
            **512,250**Total
                property, website and equipment
            
            
            
            **749,298**
            
            
            **514,100**Less
                accumulated depreciation
            
            
            
            **(137,564)**
            
            
            **(308)**Property,
                website and equipment, net
            
            
            **$**
            **611,734**
            
            **$**
            **513,792**




Total
      depreciation expense amounted to $137,255 and $308 for the year ended December
      31, 2007 and for the period from inception (November 14, 2006) through December
      31, 2006, respectively.





$250,000
      of the consideration paid and payable for the website in 2006 went to a related
      party.





**NOTE
      5 - OTHER ASSETS**





Other
      assets primarily consisted of rent deposits of $4,272 and $18,659 for the
      Company's Santa Ana and Nevada offices respectively, at December 31,
      2007.




**NOTE
      6 - ACCRUED EXPENSES**




Accrued
      expenses consist of the following at December 31, 2007:





Accrued
                Website costs
            
            $
            50,000Accrued
                payroll and related expenses
            
            
            180,544Other
            
            
            42,693Accrued
                expenses
            
            $
            273,237





In
      December of 2006, the Company entered into a contract with Corgenic, Inc for
      the
      development of the website in exchange for 500,000 shares of Series A
      Convertible 10% Cumulative Preferred Stock ($0.001 par value) at $0.50 per
      share
      with piggy back registration rights. Initially there were 400,000 shares issued
      to Corgenic, Inc. with 100,000 retained until after the completion of testing
      of
      the website. This is reported in accrued expenses as of December 31, 2007 and
      2006. To date, this liability remains on the balance sheet because the
      completion of this portion of the website has not been accepted to the Company’s
      satisfaction.





F-13
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




**NOTE
      7 - NOTES PAYABLE**




Note
                payable ($500,000) to Centurion Credit Resources, LLC, bearing an
                annual
                interest rate of 12%, secured less discount
                of  20,780
            
            $
            479,220Note
                payable ($25,000) to Linlithgow Holdings, LLC, (a related party)
                bearing
                an annual interest rate of 12%, unsecured
            
            
            25,000Convertible
                Promissory Notes, bearing an annual interest rate of 12%,
                secured
            
            
            500,0001,004,220Less:
                current portion (including related party of $25,000)
            
            
            (1,004,220
            )Long-term
                debt
            
            $
            --




On
      March
      16, 2007 the Company issued a 12% Convertible Note to Mountain Capital Natural
      Resource Fund, L.P. in exchange for $100,000. The term of this Note is one
      year
      from the issuances with provisions to pay interest at 12%, in cash, on a
      quarterly basis. The principal and accrued interest on this Note may be
      converted into shares of the Company’s common stock at the option of the holder
      at any time, at a price of one dollar ($1.00) per share. On May 10, 2007,
      Mountain Capital Natural Resource Fund, L.P. initiated the optional conversion
      provision included in this Note, and the Company subsequently issued 205,656
      shares of common stock for the cancellation of the 12% Convertible Note. This
      included $1,808 of interest coupled with the principal conversion of
      $100,000.





On
      April
      30, 2007 the Company issued a short term Promissory Note to Linlithgow Holdings,
      LLC (a related party) in exchange for $50,000. The term of this Note was for
      thirty (30) days from the issuance with provisions to pay interest at 12%,
      in
      cash from the date of issuance until the Note is paid. On May 9 th this
      Note was paid in full along with the respective interest earned of
      $247.  On May 14, 2007 the Company issued a short term Promissory Note
      to Linlithgow Holdings, LLC (a related party) in exchange for $30,000. The
      term
      of this Note was for thirty (30) days from the issuance with provisions to
      pay
      interest at 12%, in cash from the date of issuance until the Note is paid.
      On
      May 24 th this
      Note was paid in full along with the respective interest earned of
      $108.  In connection with the issuance of these two notes to
      Linlithgow Holdings, LLC (a related party), the Company granted a warrant to
      Linlithgow Holdings, LLC (a related party) in June 2007 to purchase 16,000
      shares of its common stock.  The warrant has an exercise price of
      $0.01 per share, vested immediately, and expires in four years.  The
      warrant was valued by the Company at $4,685 using the Black-Sholes model and
      recorded as expense on the notes.





On
      September 10, 2007 the Company issued a short term Promissory Note to Linlithgow
      Holdings, LLC  (a related party) in exchange for $90,000. The term of
      this Note is for thirty (30) days from the issuance with provisions to pay
      interest at 12%, in cash from the date of issuance until the Note is paid.
      Also,
      issued with this note were 15,000 warrants exercisable at $0.30 per share
      expiring in 2011. These warrants were valued at $0.49 per share using the
      Black-Scholes method. This resulted in a total value of $7,273 assuming a
      risk-free interest rate of 5.25% and 100% volatility index. We allocated the
      proceeds from the issuance of this note and the warrants based on the
      proportional fair value for each item. Consequently we recorded a discount
      of
      $7,273 on the note, which was amortized over the term of the note. For the
      twelve months ended December 31, 2007, amortization of the discount amounted
      to
      $7,273, which was recorded as interest expense. On October 10 th this
      Note was extended another thirty-two days with the same terms and conditions.
      On
      October 22, 2007 this Note was paid in full along with the respective interest
      earned of $1,243.




F-14
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




On
      October 14, 2007 the Company issued a 12% Convertible Note to Carole Harder
      in
      exchange for $100,000. The term of this Note was for thirty (30) days from
      the
      issuance with provisions to pay interest at 12%, in cash. Also,
      included with this Note were the issuance of warrants to purchase 25,000 shares
      of our common stock exercisable at $1.00 per share expiring in 2011, which
      was
      valued using the Black-Scholes method at
      $0.59
      per share. This resulted in a total value of $9,494 assuming a risk-free
      interest rate of
      5.25% and 100% volatility index. We allocated the proceeds from the issuance
      of
      this note and the warrants based on the proportional fair value for each item.
      Consequently we recorded a discount of $9,494 on the note, which is being
      amortized over the term of the note. For the twelve months ended December 31,
      2007, amortization of the discount amounted to $9,494, which was recorded as
      interest expense.  The
      principal and accrued interest on this Note was converted into shares of the
      Company’s Preferred Stock Series “B” at the request of the holder at a price of
      two dollar ($2.00) per share on December 12, 2007. The Company subsequently
      issued 102,925 shares of its Preferred Stock Series “B” for the cancellation of
      the 12% Note. This included $1,907 of interest coupled with the principal
      conversion of $100,000.





On
      October 19, 2007 the Company issued a short term Promissory Note to Centurion
      Credit Resources, LLC in exchange for $500,000. The term of this Note is for
      three (3) calendar months from the issuance with provisions to pay interest
      at
      12% in cash monthly from the date of issuance until the note is paid.
      A s
      a
      condition precedent to the note holder’s obligations under this Note, the
      Company delivered to Lender (a) an origination fee and reimbursement of Lenders
      out of pocket costs and expenses in the amount of $19,600, and (b) 404,000 shares
      of
      the Company’s $.001 par value common stock .
      This
      Note has been guaranteed personally by Robert McNulty, Chairman of BOOMj.com. Guarantor
      is liable for the Obligations as a primary obligor, and that Guarantor shall
      fully perform, jointly and severally, each and every term included in the
      agreement. On January 18, 2008 this Promissory Note was modified to extend
      the
      term of this Note for an additional three (3) months or the receipt by the
      Borrower of the first $2,000,000 in connection with Borrower’s anticipated
      private placement of its common stock. As a condition precedent to modification the
      Company delivered to Lender (a) an origination fee in the amount of $20,000,
      and
      (b) 300,000 shares
      of
      the Company’s $.001 par value common stock .





On
      December 28, 2007, RES sold $500,000
      of its One year 12% Secured Promissory Note in a private offering. This offering
      includes a provision on a voluntary basis to exchange these Debentures for
      new
      securities the Company may issue. In connection with the raising of the funding,
      RES paid cash offering costs of $60,000.  In addition, on December 28,
      2007, the Company issued a warrant to the placement agent to purchase 71,429
      shares of its common stock at an exercise price of $0.93 per
      share.  The warrant vested immediately and expires in five
      years.  It was valued by the Company at $12,853. Additional promissory
      notes were sold on January 25, 2008 and February 8, 2008 for $1,230,000 and
      $550,000, respectively.





On
      December 4, 2007 the Company issued a short term Promissory Note to Linlithgow
      Holdings, LLC (a related party) in exchange for $23,000. The term of this Note
      is for thirty (30) days from the issuance with provisions to pay interest at
      12%, in cash from the date of issuance until the Note is paid. Also, included
      in
      this note were the issuance of 3,835 warrants exercisable at $1.00 per share
      expiring in 2011, which were valued using the Black-Scholes method at $1,456
      assuming a discount rate of 5.25% and 100% volatility index. The note was paid
      in December 2007.





On
      December 24, 2007 the Company issued a short term Promissory Note to Linlithgow
      Holdings, LLC (a
      related party) in
      exchange for $25,000. The term of this Note was for thirty (30) days from the
      issuance with provisions to pay interest at 12%, in cash from the date of
      issuance until the Note is paid. In January 2008 this Note was paid in full
      along with the respective interest earned of $304.





The
      Company recorded $17,822 as interest expense on the above notes for the twelve
      month period ended December 31, 2007. Also, included in interest expense is
      the
      amortization of $279,903 of loan origination fees associated with these notes.
      There was no interest expense the
      period from inception (November 14, 2006) through December 31, 2006.





**NOTE
      8 - CAPITAL STOCK**





Our
      authorized capital stock consists of 75,000,000 shares of common stock, par
      value $.001 per share. As of December 31, 2007, there were 3,150,000 issued
      and
      outstanding shares of common stock ,
      34,458,067 shares issuable, and 1,500,000 shares to be cancelled.




F-15
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




**Common
      Stock**





On
      December 28, 2007, we acquired BOOMj.com for 34,458,067 shares of our common
      stock. BOOMj.com
      was incorporated in Nevada on November 14, 2006 and is a development-stage
      company that operates a website which provides political, financial and
      lifestyle information designed for a population group of approximately 78
      million Americans who were born between 1946 and 1964.





In
      connection with the acquisition of BOOMj.com:





·
            Linda
                Rutter, our only officer and director, resigned her positions with
                us;




·
            Ms.
                Rutter, in consideration for the payment of $250,000, agreed to return
                1,500,000 shares to us for
                cancellation;




·
            Ms.
                Rutter received a warrant which allows her to purchase 825,000 shares
                of
                our common stock at a price of $0.93 per share at any time prior
                to
                December 28, 2012;




·
            We
                issued 34,458,067 shares of our common stock in return for all of
                the
                outstanding 17,058,448 common shares of BOOMj.com;
                and




·
            Prior
                to the acquisition, BOOMj.com had 2,966,453 outstanding shares of
                its
                Series A and B preferred stock.  All of these preferred shares
                were converted into shares of BOOMj.com’s common stock at a 1 to 1.1
                conversion ratio (which included a 10% preferred dividend) and, when
                we
                acquired BOOMj.com, exchanged for shares of our common stock at a
                rate of
                1:2.02.





As
      of
      December 31, 2007, there were 3,150,000 shares of Common Stock issued and
      outstanding, 34,458,067 shares issuable, and 1,500,000 shares to be cancelled.
      Holders of common stock are entitled to one vote per share on all matters
      submitted to a vote of the stockholders, including the election of directors.
      Except as otherwise required by law, the holders of our common stock will
      possess all voting power. Generally, all matters to be voted on by stockholders
      must be approved by a majority (or, in the case of election of directors, by
      a
      plurality) of the votes entitled to be cast by all shares of our common stock
      that are present in person or represented by proxy.  A vote by the
      holders of a majority of our outstanding shares is required to effectuate
      certain fundamental corporate changes such as liquidation, merger or an
      amendment to our Articles of Incorporation. Our Articles of Incorporation do
      not
      provide for cumulative voting in the election of directors.





Holders
      of our common stock have no pre-emptive rights, no conversion rights and there
      are no redemption provisions applicable to our common stock.





The
      Company on December 1, 2006 commenced a private placement offering 1,000,000
      shares of Convertible 10% Cumulative Preferred Stock Series A ($.001 par value)
      at $0.248 per share. This offering included piggy-back registration rights.
      The
      Series A Preferred Stock was convertible on a 1:1 basis, at the option of the
      holder into shares of the Company’s common stock. In December 2006, the Company
      issued 383,800 shares and collected $95,000. This offering was completed in
      January 2007 issuing 1,838,200 shares of preferred stock and generating net
      proceeds of an additional $410,000.  Prior to the merger, the Company
      had cumulative undeclared and unpaid dividends for Series A Preferred Stock
      of
      $95,266.  The cumulative undeclared dividends were paid via an
      additional .1 share of stock for each preferred share of stock outstanding.
      These preferred shares and dividends were exchanged for 2,022,020 shares of
      common stock upon consummation of the merger.





In
      connection with the Series A Preferred Stock Offering, the Company issued
      warrants to various parties to purchase a total of 80,800 shares of its common
      stock in January 2007.  These warrants all have an exercise price of
      $0.01 per share, vested immediately and expire in December
      2011.  These warrants were valued to be $24,000.





The
      Company in January and February 2007 issued an additional 1,979,600 shares
      of
      its common stock to a series of fifteen individuals for the services they
      provided to the Company in 2007. These shares were valued at $0.149 per
      share for a total of $294,000. $208,500 of this cost was expensed during the
      three month period ended March 31, 2007 in professional fees, with the balance
      of $85,500 being capitalized under Website Development.




F-16
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




The
      Company in April 2007 issued an additional 505,000 shares of its common stock
      to
      its advisory board for the services they provide to the Company in 2007. These
      shares were valued by the Company at $0.149 per share for a total of $75,000.
      The cost of this issuance was expensed in professional fees during the three
      month period ended June 30, 2007. Also in April the Company issued 303,000
      shares to three key employees for services that these employees have provided
      the Company. These shares were also valued by the Company at $0.149 per share
      for a total of $45,000. This cost was reflected under administrative expense
      during the three month period ended June 30 th 2007. In
      October 2007, 174,645 shares were cancelled due to employee termination.





On
      April
      27, 2007, the Company fully accepted the Website software form Hype/Swapin
      Networks (a related party; also see Note 13) for the development of the website
      and delivered the final 202,000 shares of Series A Convertible 10% Cumulative
      Preferred Stock ($0.001 par value) at $0.248 per share with piggy back
      registration rights that were previously held back. On December 28, 2007, these
      shares were exchanged for 222,200 shares of BoomJ (fka Reel Estate Services)
      common stock.





On
      May
      10, 2007, Mountain Capital Natural Resource Fund, L.P. initiated the optional
      conversion provision included in its note with the Company. The Company
      subsequently issued 205,656 shares of common stock for the cancellation of
      the
      12% Convertible Note. This included $1,808 of interest coupled with the
      principal conversion of $100,000.





The
      Company on February 1, 2007 commenced a private placement offering 5,050,000
      shares of Convertible 10% Cumulative Preferred Stock Series B ($.001 par value)
      at $0.99 per share. This offering included piggy-back registration rights.
      The
      Preferred Stock Series B was convertible on a 1:1 basis, at the option of the
      holder into shares of the Company’s common stock. The Company initially broke
      escrow on May 24 th 2007
      issuing 1,066,560 shares of Preferred Stock Series B, receiving $918,720 in
      net
      proceeds. The Company issued an additional 282,800 of Preferred Stock Series
      B,
      on June 27 th after
      receiving $243,600 in net proceeds. During the three months ended September
      30,
      2007 the Company issued an additional 449,450 shares of Preferred B, receiving
      $392,150 in net proceeds during this time period. During the three month period
      ended December 31, 2007 the Company issued an additional 50,500 shares of
      Preferred Stock Series B receiving $50,000 in net proceeds. On December 12,
      2007
      the principal and accrued interest on the Carole Harder Note was converted
      into
      shares of the Company’s Preferred Stock Series “B” at the request of the holder
      at a price of $0.99 per share on December 12, 2007. The Company subsequently
      issued 102,925 shares of its Preferred Stock Series “B” for the cancellation of
      the 12% Convertible Note. This included $1,907 of interest coupled with the
      principal conversion of $100,000. Prior to the Merger the Company had cumulative
      undeclared and unpaid preferred dividends for series B Preferred Stock of
      $93,698. These preferred shares and dividends were converted into 2,147,460
      shares of BoomJ (fka Reel Estate Services) common stock.





In
      connection with the Series B Preferred Stock Offering, on September 2007, the
      Company issued two warrants to the placement agent to purchase a total of
      115,500 shares of the Company’s common stock.  The warrant to purchase
      50,000 shares of common stock vested immediately, has an exercise price of
      $0.50
      per share and expires in five years.  The other warrant to purchase
      65,500 shares of common stock also vested immediately, has an exercise price
      of
      $2.40 per share and expires in five years.  The Company valued these
      two warrants by using the Black-Scholes model at a total of
      $46,076.





On
      August
      3, 2007 the Company issued 2,424,000 shares of the Company’s common stock to two
      individuals for services rendered in connection with analyzing several potential
      reverse merger candidates which would allow the Company to become a publicly
      traded entity. These shares were valued by the Company at $0.149 per share
      for a
      total of $360,000. The cost of this issuance was recorded as professional fees
      on the Company’s statement of operations.





On
      September 10, 2007 the Company issued a short term Promissory Note to Linlithgow
      Holdings, LLC (a related party) in exchange for $90,000. The term of this Note
      was for thirty (30) days from the issuance with provisions to pay interest
      at
      12%, in cash from the date of issuance until the Note is paid. On October
      10 th this
      Note was extended another thirty-two days with the same terms and conditions.
      Also, issued with this note was warrant to purchase 15,000 shares of common
      stock exercisable at $0.30 per share expiring in 2011. These warrants were
      valued at $0.49 per share using the Black-Scholes method. This resulted in
      a
      total value of $7,273 assuming a risk-free interest rate of 5.25% and 100%
      volatility index.




F-17
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




On
      September 24, 2007, the Company entered into an agreement with a firm to provide
      management and financial consulting services for publicly traded companies.
      The
      Company in exchange for these services issued 80,800 shares of the Company’s
      common stock. These shares were valued by the Company at $0.297 per share for
      a
      total of $24,000. The Company has reported $12,000 in consulting fees in the
      accompanying Statement of Operations and the remaining $12,000 is in Prepaid
      Expense. This agreement is for a period of twelve months with piggy back stock
      registration rights.





On
      October 14, 2007 the Company issued a 12% Convertible Note to Carole Harder
      in
      exchange for $100,000. The term of this Note was for thirty (30) days from
      the
      issuance with provisions to pay interest at 12%, in cash. Also,
      included in this note were the issuance of warrant to purchase 25,000 shares
      of
      our common stock exercisable at $1.00 per share expiring in 2011, which was
      valued using the Black-Scholes method at
      $0.59
      per share. This resulted in a total value of $9,494 assuming a risk-free
      interest rate of 5.25% and 100% volatility index. We allocated the proceeds
      from
      the issuance of this note and the warrants based on the proportional fair value
      for each item. Consequently we recorded a discount of $9,494 on the note, which
      is being amortized over the term of the note.  On December 12, 2007,
      the principal and accrued interest on this note was converted into 102,925
      shares of our Series B Preferred stock.





On
      October 19, 2007 the Company issued a short term Promissory Note to Centurion
      Credit Resources, LLC (“Centurion”) in exchange for $500,000 (“Centurion Loan”).
      The term of this Note is for ninety (90) days from the issuance with provisions
      to pay interest at 12% in cash monthly from the date of issuance until the
      note
      is paid. A s
      a
      condition precedent to the note holder’s obligations under this Note, the
      Company delivered to Lender (a) an origination fee in the amount of $15,000,
      and
      (b) 404,000 shares
      of
      the Company’s $.001 par value common stock . These
      shares were valued by the Company at relative fair value of $96,775. The cost
      of
      this issuance is being captured within the debt financing costs a component
      of
      interest. T his
      Note
      has been guaranteed personally by Robert McNulty, Chairman of BoomJ. On
      October 24, 2007 the Company issued 505,000 shares of the Company’s common stock
      to Robert
      McNulty, Chairman of BOOMj.com as
      consideration for his guarantee to Centurion for the financing to the Company.
      The amount of remuneration was determined by the independent members of the
      Executive Committee. These shares were valued by the Company at $0.297 per
      share
      for a total of $150,000, which is being amortized over the term of the Centurion
      Loan.





On
      October 19, 2007 the Company issued 404,000 shares of the Company’s common stock
      to two individuals for services rendered in connection with obtaining the
      Centurion Loan for the Company. These shares were valued by the Company at
      $0.297 per share for a total of $120,000. The cost of this issuance is recorded
      as prepaid financing costs and amortized over the term of the Centurion Loan.
      Accordingly, on December 28, 2007 these shares were exchanged for 404,000 shares
      of BoomJ (fka Reel Estate Services) common stock.





On
      November 6, 2007, the Company entered into an agreement with the firm Richardson
      & Patel LLC to provide legal services for publicly traded companies. The
      Company in exchange for these services issued 20,200 shares of the Company’s
      common stock. These shares were valued utilizing information provided from
      Financial Valuation Group at $0.297 per share for a total of $6,000. Accordingly
      on December 28, 2007 these shares were exchanged for 20,200 shares of BoomJ
      (fka
      Reel Estate Services) common stock.





On
      November 15, 2007 the Company issued 606,000 shares of the Company’s common
      stock to an employee of the Company for the services that are to be provided
      to
      the Company in 2007.  These shares were valued by the Company at
      $0.297 per share for a total of $180,000. As of December 31, 2007, the Company
      has recorded $75,000 of compensation expense.





**Warrants**





The
      following is a summary of the Company’s outstanding common stock purchase
      warrants as of December 31, 2007:




F-18
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




Exercise
                Price
            December
                31, 2006
            Issued
                in 2007
            December
                31, 2007$0.01
            --
            96,000
            96,000$0.30
            --
            15,000
            15,000$0.50
            --
            50,000
            50,000$0.93
            --
            825,000
            825,000$0.93
            --
            71,429
            71,429$1.00
            --
            28,835
            28,835$2.40
            --
            65,500
            65,500--
            1,151,764
            1,151,764





The
      Company has reserved a sufficient number of shares of authorized common stock
      for issuance upon exercise of the outstanding warrants.





**Dividends**





At
      the
      time of the merger and conversion of the preferred stock the company issued
      an
      additional 599,221 shares of common stock to the preferred stockholders in
      full
      payment of preferred dividends totaling $188,964.





The
      Company anticipates that all future earnings will be retained to finance future
      growth.  The payment of dividends, if any, in the future to the
      Company’s Common stockholders is within the discretion of the Board of Directors
      of the Company and will depend upon the Company’s earnings, its capital
      requirements and financial condition and other relevant factors.  The
      Company has not paid a dividend on its Common Stock and does not anticipate
      paying any dividends on its Common Stock in the foreseeable future but instead
      intends to retain all earnings, if any, for use in the Company’s business
      operations.





**NOTE
      9 - INCOME TAXES**





A
      reconciliation of the statutory income tax rates and the Company’s effective tax
      rate is as follows:





2007
            
            2006Statutory
                U.S. federal rate
            
            
            (34.00
            )%
            
            (34.00
            )%Permanent
                differences
            
            
            7.00
            %
            
            .00
            %Valuation
                allowance
            
            
            27.00
            %
            
            34.00
            %Provision
                for income tax expense(benefit)
            
            
            0.0
            %
            
            0.0
            %





F-19
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




The
      tax
      effects of the temporary differences and carry forwards that give rise to
      deferred tax assets consist of the following:





2007
            
            2006Deferred
                tax assets:Net
                operating loss
            
            $
            1,306,238
            
            $
            -Unamortized
                start-up costs
            
            
            18,000
            
            
            18,000Gross
                deferred tax assets
            
            $
            1
                ,324,238
            
            
            18,000Valuation
                allowance
            
            
            (1,324,238
            )
            
            (18,000
            )Deferred
                tax asset
            
            $
            0
            
            $
            0




At
      December 31, 2007, the Company had net operating losses of approximately
      $3,800,000 for income tax purposes.  For financial reporting purposes,
      the entire amount of deferred tax assets has been offset by a valuation
      allowance due to uncertainty regarding the realization of the
      assets.  The valuation allowance for deferred tax assets as of
      December 31, 2007 and 2006 was $1,324,238 and $18,000,
      respectively.  The net change in the total valuation allowance for the
      year ended December 31, 2007 was an increase of $1,306,238.





In
      accordance with IRS Regulations the expenses incurred in 2006 are considered
      start-up costs. As such these expenses are capitalized at December 31, 2006
      for
      income tax purposes and amortizable over 180 months.





As
      of
      January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for
      Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN
      48), which requires a company to evaluate whether a tax position taken by the
      company will “more likely than not” be sustained upon examination by the
      appropriate tax authority.  Pursuant to FIN 48, the Company has
      analyzed filing positions in all of the federal and state jurisdictions where
      it
      is required to file income tax returns, as well as all open tax years in these
      jurisdictions. The Company believes that its income tax filing positions and
      deductions would be sustained on audit and does not anticipate any adjustments
      that would result in a material change to its financial
      position.  Therefore, no reserves for uncertain income tax positions
      have been recorded pursuant to FIN 48.   In addition, the Company did
      not record a cumulative effect adjustment related to the adoption of FIN
      48.





**NOTE
      10 - COMMITMENTS AND CONTINGENCIES**





**Operating
      Lease**





The
      Company leases certain office space, under operating leases which generally
      require the Company to pay taxes, insurance and maintenance expenses related
      to
      the leased property.  The leases for office space have lease extension
      renewal options for an added two to three years at fair market rent values.
      The
      Company believes that in the normal course of business, leases will be renewed
      or replaced by other leases.  The Company entered into a lease for its
      technical staff in California in December of 2006 for occupancy on January
      1,
      2007. In June 2007 the Company extended its Las Vegas office lease for an
      additional nine month period and also increased the amount of rental
      space.  In December the Company entered into a four year lease for
      4,560 square feet in Henderson Nevada which will house its corporate office.
      Total rent expense incurred by the Company, which includes the leases above
      and
      sundry month to month rental expenditures was $125,421 for the twelve month
      period ended December 31, 2007. The Company did not incur any rental expense
      for
      the period from inception (November 14, 2006) through December 31, 2006. The
      Company has future minimum lease obligations as follows:





F-20
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




Twelve
                months ending December 31,2008
            
            $
            145,2062009
            
            
            127,3772010
            
            
            131,1992010
            
            
            135,134Total
            
            $
            538,916








**NOTE
      11 - SIGNIFICANT CUSTOMERS AND SUPPLIERS**





The
      Company will derive a significant portion of its revenue from e-commerce based
      customers. This is a very competitive market with many suppliers for the
      products the Company offers. The Company believes that it can replace any one
      product line with another supplier without any disruptions in
      activity.





**NOTE
      12 - SEGMENT REPORTING**





The
      Company considers itself to be operating in one business segment, the internet
      sales, e-commerce business. This activity will represent essentially all of
      the
      significant revenue generated by the Company.





**NOTE
      13 - RELATED PARTIES**





Mr.
      Robert J. McNulty, the Company’s Chairman of the Board of Directors, is the
      father of Rhett & Kirk McNulty.





Rhett
      McNulty is the son of Robert J. McNulty.  Rhett McNulty owns
      Linlithgow Holdings, LLC, which is our largest shareholder.  Rhett
      McNulty is also the Chief Operating Officer and an 18% owner of Hype Networks,
      Inc.  In December 2006 BOOMj.com purchased its proprietary website
      software from Hype Networks for 500,000 shares of BOOMj.com’s Series A Preferred
      stock.  Prior to our acquisition of BOOMj.com these 1,010,000 plus
      dividends Series A Preferred shares were converted into 1,111,000 shares ofthe
      Company’s common stock.  In connection the acquisition of BOOMj.com,
      we issued 1,111,000 shares of our common stock in exchange for these 550,000
      shares.





During
      2007 BOOMj.com borrowed $218,000 from Linlithgow Holdings, LLC in a series
      of
      transactions.  All of the loans bore interest at 12% per year and have
      been repaid as of December 31, 2007 except for $25,000.  This was paid
      off in January 2008.  In connection with these loans BOOMj.com issued
      Linlithgow Holdings warrants to purchase 34,835 shares of its common
      stock.  The warrants are exercisable at prices ranging between $0.01
      and $1.00 per share and expire on 12/31/ 2011.





Robert
      J.
      McNulty provides services to the Company through Linlithgow Holdings,
      LLC.  In 2007 the Company paid $195,000 for these services and $11,469
      for expense reimbursements for expenses incurred on behalf of
      BOOMj.com.





Mr.
      Kirk
      McNulty, the son of Robert J. McNulty, performed consulting work for the Company
      in 2006 and 2007 and was paid $4,287 and $2,800, respectively, for his
      consulting services.  In 2007 Kirk McNulty became an employee and was
      issued 150,000 shares of common stock of the Company for services he performed
      for the Company in 2007.





During
      2007 FA Corp., a company that is majority owned by Murray Williams, one of
      the
      Company’s outside directors, provided consulting services to BoomJ,
      Inc.  In return for these services FA Corp. was paid
      $83,094.  FA Corp. was also reimbursed for out of pocket expenses of
      $1,756.




F-21
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




**NOTE
      14 - NET LOSS PER SHARE OF COMMON STOCK**





The
      Company has adopted Financial Accounting Standards Board ("FASB") Statement
      Number 128, "Earnings per Share," which requires presentation of basic and
      diluted EPS on the face of the income statement for all entities with complex
      capital structures and requires a reconciliation of the numerator and
      denominator of the basic EPS computation to the numerator and denominator of
      the
      diluted EPS computation. In the accompanying financial statements, basic
      earnings/loss per share of common stock is computed by dividing net loss by
      the
      weighted average number of shares of common stock outstanding during the
      year.





Net
      loss
      per share is calculated in accordance with SFAS 128, Earnings Per Share for
      the
      period presented.  Basic net loss per share is based upon the weighted
      average number of common shares outstanding.  Diluted net loss per
      share is based on the assumption that all dilutive convertible shares and stock
      options were converted or exercised.  Outstanding warrants of
      1,151,764  to purchase the Company’s common stock are not included in
      the computation of diluted earnings per share because the effect of these
      instruments would be anti-dilutive (i.e., reduce the loss per share) for the
      year ended December 31, 2007.





The
      following is a reconciliation of the numerator and denominator of the basic
      and
      diluted earnings per share computations for the period ended December 31, 2006
      and the year ended December 31, 2007:


NumeratorBasic
                  and diluted net loss per share:Numerator
                  - basic and diluted loss per share net loss2007
              
              
              2006Net
                  loss available to common stockholders
              
              $
              (4,973,477
              )
              $
              (54,914
              )DenominatorBasic
                  and diluted weighted averagenumber of shares outstanding
              
              
              24,533,552
              
              
              20,800,207Basic
                  and Diluted Net Loss Per Share
              
              $
              (0.20
              )
              $
              (0.003
              )


**NOTE
      15 - SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH
      DISCLOSURE**





The
      Company prepares its statements of cash flows using the indirect method as
      defined under the Financial Accounting Standard No. 95. The Company paid $13,575
      for interest and $0 for income tax during the twelve months ended December
      31,
      2007. As of December 31, 2007, prepaid expenses included $52,000 of prepaid
      loan
      and consulting fees which were paid by issuing common stock. Also, during this
      period there was a note for $100,000 and interest expense of $1,907 converted
      into Series B Preferred stock.





The
      Company issued 202,000 shares of Series A Preferred stock in payment of a
      payable of $50,000.  The Company issued warrants valued at $22,908 for
      additional debt financing.





The
      Company issued 404,000 shares of common stock valued at $96,775 as additional
      consideration for a $500,000 loan.  As part of the recapitalization
      agreement, the Company owed $125,000 as additional consideration for the
      cancellation of 1,500,000 common shares, which was paid in January
      2008.




F-22
 **BOOMJ,
            INC.**
 (A
            Development Stage Company)
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**




During
      the three month period ending June 30, 2007 there was a note for $100,000 and
      interest expense of $1,808 converted into common shares of stock per the terms
      of the note agreement. Also in 2007 there was common stock issued for $85,500
      in
      services rendered on the Company’s website that was capitalized.





In
      November 2006, the Company issued the initial common stock to shareholders
      in
      exchange for services provided for the amount of $10,200. In December 2006,
      the
      Company issued 1,616,000 shares of Series A Convertible 10% Preferred Stock
      at
      $0.248 per share in exchange for the website software and technology. No amounts
      were paid for taxes or interest during the period from inception (November
      14,
      2006) through December 31, 2006.





**NOTE
      16 - SUBSEQUENT EVENTS**





On
      December 28, 2007, the Company sold $500,000 of its One year
      Convertible 12% Secured Promissory Note. This offering includes a provision
      on a
      voluntary basis to exchange these Debentures for new securities the Company
      may
      issue. Two subsequent tranches were completed on January 25, 2008 and February
      8, 2008 for $1,230,000 and $550,000, respectively.





On
      January 18, 2008, the Promissory Note with Centurion Credit Resources, LLC
      was
      modified to extend the term of this Note for an additional ninety (90) days.
      As
      a condition precedent to modification the
      Company delivered to Lender (a) an origination fee in the amount of $20,000,
      and
      (b) 300,000 shares
      of
      the Company’s $.001 par value common stock .





On
      January 19, 2007, the Company issued a common stock purchase warrant to an
      individual for services rendered in connection with obtaining short term
      financing for the Company. Included
      in this transaction were the issuance of 12,500 warrants exercisable at $0.93
      per share expiring in 2011.





On
      January 25 and February 1, 2008, the Company issued 105,000 shares of the
      Company’s common stock to three entities for services rendered in connection
      with extending certain financing for the Company.





On
      February 13, 2008, the Company issued 350,000 shares of the Company’s common
      stock to three entities for services rendered in connection with obtain
      financing for the Company in regards to the Convertible 12% Secured Promissory
      Notes offering as referred above.





On
      February 20, 2008, Carole Harder acquired 71,429 shares of the Company’s common
      stock at $0.70 per share or $50,000 in cash. Also,
      included in this transaction was the issuance of a warrant to purchase 71,429
      shares of our common stock exercisable at $0.93 per share expiring in 2011.





On
      February 28, 2008, the Company issued 40,000 shares of its common stock upon
      the
      exercise of warrants to purchase the Company’s stock at $0.01 per share by two
      entities.





On
      March
      12, 2008, Nan Parks (an individual) acquired 40,000 shares of the Company’s
      common stock at $0.70 per share or $28,000 in cash. Also,
      included in this transaction was the issuance of a warrant to Mr. Parks to
      purchase 40,000 shares of our common stock exercisable at $0.93 per share
      expiring in 2011.





On
      March
      21, 2008 the Company issued a 12% Convertible Note to Carole Harder in exchange
      for $140,000. The term of this Note is one year from the issuances with
      provisions to pay interest at 12%, in cash, on a monthly basis. The principal
      and accrued interest on this Note may be converted into shares of the Company’s
      common stock at the option of the holder at any time, at a price of $0.70 per
      share. Included
      in this transaction was the issuance to the noteholder a warrant to purchase
      200,000 shares of our common stock exercisable at $0.93 per share expiring
      in
      2011.





F-23