**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**


**______________**





**FORM
      10-Q**





x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act
      of 1934 for
      the
      quarterly period ended **September
      30, 2008**




Commission
      file number: **000-52490**




**BOOMJ,
      Inc.**


(Exact
      name of registrant as specified in its charter)




**Nevada**
            **98-0512515**(State
                of incorporation or organization)
            (I.R.S.
                Employer Identification No.)





**9029
                South Pecos**
              **Suite
                2800**
              **Henderson,
                Nevada 89074**
              (Address
                of principal executive offices, including zip
                code)





**(702)
      463-7000**


(Registrant’s
      telephone number, including area code)





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**





Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
      the preceding 12 months (or for such shorter period that the registrant was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days. Yes x No o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.




Large
                accelerated filero
            
            Accelerated
                fileroNon-accelerated
                filero
            (Do
                not check if a smaller reporting company)
            Smaller
                reporting companyx




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




As
      of
      November 14, 2008, there were outstanding 40,911,143 shares of the registrant’s
      common stock.




-1-


**BOOMJ,
      INC.**


**FORM
      10-Q FOR THE QUARTER ENDED**


**September
      30, 2008**




Table
      of
      Contents





**Page****PART
                I FINANCIAL INFORMATION**Item
                1.Unaudited
                InterimFinancial
                StatementsCondensed
                Consolidated Balance Sheet at September 30, 2008
                (Unaudited)
            3Condensed
                Consolidated Statements of Operations for the Three Month Period
                ended
                September 30, 2008 & 2007 (Unaudited)
            4Condensed
                Consolidated Statements of Operations for the Nine Month Period ended
                September 30, 2008 & 2007 (Unaudited)
            5Condensed
                Consolidated Statements of Cash Flows for the Nine Month Period ended
                September 30, 2008 & 2007 (Unaudited)
            6Notes
                to the Condensed Consolidated Financial Statements
                (Unaudited)
            7
                -
                16Item
                2.Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            17
                - 20Item
                3.****Quantitative
                and Qualitative Information About Market Risk
            20Item4T.Controls
                and Procedures
            20-21**PART
                II OTHER INFORMATION**Item
                1.Legal
                Proceedings
            21Item
                1A.Risk
                Factors
            21Item
                2.Unregistered
                Sales of Equity Securities
            22Item
                3.Defaults
                upon Senior Securities
            22Item
                4.Submission
                of Matters to Vote of Security Holders
            22Item
                5.Other
                Information
            22Item
                6.Exhibits
            22SIGNATURES
            23





-2-




**BOOMJ,
                INC.****CONDENSED
                CONSOLIDATED BALANCE SHEET****As
                of September 30, 2008****Unaudited****ASSETS**


Current
                assets :Cash
            
            $
            28,209Accounts
                receivable
            
            
            68,265Prepaid
                loan cost
            
            
            973,013Other
                current assets
            
            
            5,316Total
                current assets
            
            $
            1,074,803Property,
                website and computer equipment
            
            
            871,180Less:
                Accumulated depreciation and amortization
            
            
            (271,907
            )Property,
                website and equipment - net
            
            $
            599,273Other
            
            
            63,671Total
                assets
            
            $
            1,737,747**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**Current
                liabilities:Short
                term borrowings, net
            
            $
            2,191,842Accounts
                payable - trade
            
            
            1,148,555Other
                current liabilities
            
            
            620,142Total
                current liabilities
            
            $
            3,960,539Commitments
                and contingencies**Stockholders’
                Deficit :**Common
                stock, $0.001 par value, 75,000,000 shares authorized,
            
            $
            40,72540,724,139
                issued and outstandingAdditional
                paid in capital
            
            
            11,752,178Accumulated
                deficit
            
            
            (
                14,015,695
            )Total
                Stockholders' deficit
            
            $
            (2,222,792
            )Total
                Liabilities and Stockholders' Deficit
            
            $
            1,737,747




See
      accompanying notes of these unaudited condensed financial
      statements.


-3-


**BOOMJ,
      INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**Unaudited**




**For
                the three**
            
            **For
                the three****month
                period**
            
            **month
                period****ended**
            
            **ended****September
                30,**
            
            **September
                30,****2008**
            
            **2007****Revenues**
            
            $
            204,810
            
            $
            60,862**Operating
                expenses**Cost
                of products sold
            
            $
            165,630
            
            $
            44,137Selling
                general & administrative
            
            
            2,237,020
            
            
            888,591Selling
                general & administrative - related party
            
            
            24,616
            
            
            52,500Professional
                fees
            
            
            495,219
            
            
            552,400Depreciation
                and amortization
            
            
            47,762
            
            
            38,249Total
                costs and operating expenses
            
            $
            2,970,247
            
            $
            1,575,877Loss
                from operations
            
            
            (2,765,437
            )
            
            (1,515,015
            )**Non-operating
                income (expense)**Interest
                expense
            
            
            (1,267,046
            )
            
            (3,016
            )Interest
                income
            
            
            427
            
            
            443Total
                non-operating expense
            
            $
            (1,266,619
            )
            $
            (2,573
            )**Loss
                from operations before income taxes**
            
            
            (4,032,056
            )
            
            (1,517,588
            )Provision
                for income tax
            
            
            --
            
            
            --**Net
                loss**
            
            $
            (4,032,056
            )
            $
            (1,517,588
            )Net
                loss available to common stockholders
            
            $
            (4,032,056
            )
            $
            (1,517,588
            )**Basic
                and diluted net loss per common share**
            
            $
            (0.10
            )
            $
            (0
                06
            )**Weighted
                average shares of capital outstanding - basic**
            
            
            39,481,833
            
            
            25,130,696





See
      accompanying notes of these unaudited condensed financial
      statements.




-4-


**BOOMJ,
      INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**Unaudited**


**For
                  the nine**
              
              **For
                  the nine****month
                  period**
              
              **month
                  period****ended**
              
              **ended****September
                  30,**
              
              **September
                  30,****2008**
              
              **2007****Revenues**
              
              $
              1,025,023
              
              $
              61,900**Operating
                  expenses**Cost
                  of products sold
              
              $
              1,050,113
              
              $
              45,129Selling
                  general & administrative
              
              
              5,079,380
              
              
              1,832,655Selling
                  general & administrative - related party
              
              
              125,873
              
              
              184,581Professional
                  fees
              
              
              1,244,527
              
              
              1,080,656Depreciation
                  and amortization
              
              
              134,343
              
              
              98,519Total
                  costs and operating expenses
              
              $
              7,634,236
              
              $
              3,241,540Loss
                  from operations
              
              
              (6,609,213
              )
              
              (3,179,640
              )**Non-operating
                  income (expense)**Interest
                  expense
              
              
              (2,378,556
              )
              
              (5,179
              )Interest
                  income
              
              
              465
              
              
              2,134Total
                  non-operating expense
              
              $
              (2,378,091
              )
              $
              (3,045
              )**Loss
                  from operations before income taxes**
              
              
              (8,987,304
              )
              
              (3,182,685
              )Provision
                  for income tax
              
              
              --
              
              
              --**Net
                  loss**
              
              $
              (8,987,304
              )
              $
              (3,182,685
              )Net
                  loss available to common stockholders
              
              $
              (8,987,304
              )
              $
              (3,182,685
              )**Basic
                  and diluted net loss per common share**
              
              $
              (0.23
              )
              $
              (0.14
              )**Weighted
                  average shares of capital outstanding - basic**
              
              
              37,805,466
              
              
              23,522,038




See
      accompanying notes of these unaudited condensed financial
      statements.




-5-


**BOOMJ,
      INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**Unaudited**




**For
                the nine**
              **month
                period**
              **ended**
              **September
                30,**
            
            
            **For
                the nine**
              **month
                period**
              **ended**
              **September
                30,****2008**
            
            
            **2007****Net
                cash used in operating activities**
            
            $
            (5,590,315
            )
            $
            (2,039,633
            )**Cash
                flows from investing activities:**Cash paid to purchase property and equipment
            
            
            (121,882
            )
            
            (130,586
            )Net
                cash used in investing activities
            
            $
            (121,882
            )
            $
            (130,586
            )**Cash
                flows from financing activities:**Issuance of stock - net of offering costs
            
            
            530,927
            
            
            1,964,470Cash
                received from short term borrowings
            
            
            5,733,232
            
            
            270.000Payment on short term borrowings
            
            
            (635,000
            )
            
            (80,000
            )Net
                cash provided by financing activities
            
            $
            5,629,159
            
            $
            2,154,470**Net
                decrease in cash & cash equivalents**
            
            
            (83,038
            )
            
            (15,749
            )**Cash
                & cash equivalents, beginning balance**
            
            
            111,247
            
            
            54,309**Cash
                & cash equivalents, ending balance**
            
            $
            28,209
            
            $
            38,560




See
      accompanying notes of these unaudited condensed financial
      statements.




-6-





**BOOMJ,
      INC.**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      1**  **DESCRIPTION
      OF BUSINESS AND BASIS OF PRESENTATION**





BoomJ,
      Inc. (the “Company”) operates a web site www. BOOMj.com through
      its subsidiary ,
      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 persons commonly referred to as Baby
      Boomers and Generation Jones. The Company also operates the web site,
      LocalAdLink, a newly formed company owned 100% by Boomj, Inc. LocalAdLink
      is a local search and advertising platform that networks high volume websites
      to
      allow local advertisers to increase revenues and brand identity.





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.




In
      addition, prior to the Merger, RES agreed to cancel 1,500,000 shares held by
      Linda Rutter, an officer and director of RES, of the 3,150,000 issued and
      outstanding shares of RES. The cancellation was performed 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 share amounts
      presented in these financial statements, unless otherwise noted, reflect the
      recapitalization.




Upon
      the
      closing of the Merger, the Principal received a five-year warrant to purchase
      825,000 shares of the Company’s Common Stock at an exercise price of $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. However, pursuant to the terms
      of
      those warrants, the warrants were supposed to be exchanged for warrants to
      purchase the Company’s common stock. During the fiscal quarter ended June 30,
      2008, the Company has issued new replacement warrants and has retrieved and
      canceled the old BOOMj.com warrants .




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 RES and (b)
      BOOMj.com’s officers were appointed by the then existing
      members of the Board of Directors of RES to
      replace the former RES officers ,
      and (c) the
      members of the RES board of directors appointed the members of
      BOOMj.com’s current board of directors of
      the
      Company and
      thereafter resigned .





RES
      is
      the legal acquirer of
      BOOMj.com. However,
      since RES was a public shell company with 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. Although RES was
      the legal acquirer in the Merger, BOOMj.com was the accounting acquirer since
      its shareholder ended up owning a majority of the outstanding common shares
      of
      RES. 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. Unless
      otherwise specified, all references to the Company prior to the Merger refer
      to
      BOOMj.com, and all references to the Company after the Merger refer to BOOMj,
      Inc. and BOOMj.com on a consolidated basis .





The
      Company presently maintains its corporate office in Henderson, Nevada, and
      has
      its marketing and content departments located in an office in Irvine,
      California.


-7-





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





**Basis
      of Presentation**


The
      condensed consolidated financial statements and the notes thereto for the
      periods ended September 30, 2008 included herein have been prepared by
      management and are unaudited. Such condensed financial statements reflect,
      in
      the opinion of management, all adjustments necessary to present fairly the
      financial position and results of operations as of and for the periods indicated
      and in order to make the financial statements not misleading. All such
      adjustments are of a normal recurring nature. These interim results are not
      necessarily indicative of the results for any subsequent period or for the
      fiscal year ending December 31, 2008.





Certain
      information and footnote disclosures normally included in the condensed
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States have been condensed or omitted pursuant to the
      rules and regulations of the Securities and Exchange Commission. These condensed
      consolidated financial statements should be read in conjunction with the audited
      financial statements and the notes thereto for the fiscal year ended December
      31, 2007 in the Form 10-KSB, filed with the SEC on April 4, 2008.





In
      the
      first quarter of 2008, the Company was no longer considered in the development
      stage Company under statement of Financial Accounting Standard No. 7 due to
      the
      level of revenues obtained in 2008.





On
      January 1, 2008, the Company adopted FSP EITF 00-19-2 “Accounting for
      Registration Payment Arrangements”.





**Principles
      of Consolidation**




The
      consolidated financial statements include the accounts of the Company and its
      wholly owned subsidiary: Local Ad Link, Inc. All significant intercompany
      transactions and accounts have been eliminated upon consolidation.





**NOTE
      3** **PROPERTY
      AND EQUIPMENT**





Property
      and equipment at September 30, 2008 consisted of the following:




Office
                  and computer equipment
              
              $
              186,614Website
              
              
              684,566Less:
                  accumulated depreciation
              
              
              (271,907
              )$
              599,273




Depreciation
      expense for the three months and nine months periods ended September 30, 2008
      were $47,762 and $134,343, respectively compared to $38,249 and $98,519 for
      the
      same periods in 2007.





**NOTE
      4** **Basic and Diluted Net Loss Per Common Share**





Basic
      and
      diluted net loss per common share is calculated in accordance with the Statement
      of Financial Accounting Standards No. 128 (SFAS No. 128), “Earnings per share.”
Basic net loss per common share is based upon the weighted average number of
      common shares outstanding during the period. Dilution is computed by applying
      the treasury stock method. Under this method, options and warrants are assumed
      to be exercised at the beginning of the period (or at the time of issuance,
      if
      later), and as if funds obtained thereby were used to purchase common stock
      at
      the average market price during the period. However, shares associated with
      convertible debt and stock warrants are not included because the inclusion
      would
      be anti-dilutive (i.e. reduce the net loss per common share). The total number
      of such shares excluded from the diluted net loss per common share presentation
      was 14,634,396 at September 30, 2008.





**NOTE
      5**  **OTHER
      ASSETS**





Other
      assets primarily consisted of rent and utility deposits of $17,753 and $3,075
      for the Company's Nevada and Irvine offices respectively, at September 30,
      2008.
      Also included in this line item is $33,387 for credit card reserves and $9,456
      in vendor deposits.


-8-




**NOTE
      6** **ACCRUED
      EXPENSES**




Accrued
      expenses consist of the following at September 30, 2008:




Accrued
                  website costs
              
              $
              50,000Accrued
                  interest
              
              
              234,455Accrued
                  payroll and related expenses
              
              
              265,696Other
              
              
              69,991$
              620,142





In
      December 2006, Boomj.com, Inc. entered into a contract with Corgenic, Inc for
      the development of the website in exchange for 500,000 shares of Boomj.com,
      Inc.’s Series A Convertible 10% Cumulative Preferred Stock ($0.001 par value) at
      $0.50 per share with piggyback 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. The obligation to issue the additional shares 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 completed to the Company’s satisfaction.





**NOTE
      7** **NOTES
      PAYABLE**


Note
                    payable ($140,000) to Carole Harder bearing an annual interest
                    rate of
                    12%, unsecured,
                  less
                    discount of $14,477
                
                $
                125,523Convertible
                    Promissory Notes ($4,280,000), bearing an annual interest rate
                    of 12%,
                    secured,
                  less
                    discount of $2,290,538
                
                
                1,989,462Ninety
                    (90) day Short Term Bridge Notes ($80,000), bearing an annual
                    interest
                    rate 12%,
                  unsecured,
                    less discount of $3,143
                
                
                76,857$
                2,191,842Less:
                    current portion
                
                
                (2,191,842
                )Long-term
                    debt
                
                $
                --





On
      October 19, 2007 the Company issued a short term Promissory Note to Centurion
      Credit Resources, LLC (the “Lender”) in exchange for $500,000. The Promissory
      Note bore interest
      at 12% per annum payable in cash monthly from the date of issuance until the
      note is paid. The loan
      was
      secured by a lien on all of the assets of BOOMj.com. As consideration for making
      the loan ,
      the
      Company delivered to Lender (a) an origination fee and reimbursement of Lender’s
      out of pocket costs and expenses in the amount of $19,600, and (b) 404,000
      shares (as
      adjusted by the Merger) of
      the
      Company’s common
      stock. This Note was guaranteed personally by Robert McNulty, Chairman of both the Company and
      BOOMj.com. On January 18, 2008 this Promissory Note was modified to extend
      the
      term of this Note to the earlier of three months from the modification date
      or
      the receipt by the Company of the
      first $2,000,000 in connection with Company ’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 additional shares
      of
      the Company’s
      common stock (see Note 9). On April 18, 2008 the Company entered into a Second
      Modification Agreement and received an option to extend the term of $350,000
      of
      this Note to August 1, 2008 with $150,000 maturing on April 30, 2008 for a
      fee
      of $100,000. The Company did not exercise this option, thus did not pay the
      $100,000 option fee. As a condition precedent to the April 18, 2008 modification
      the Company delivered to Lender (a) an origination fee in the amount of $25,000,
      and (b) 100,000 additional shares
      of
      the Company’s
      common stock. During May 2008, the
      Company asked the Lender for an extension until May 16,
      2008 through
      two modification agreements and the payment of two $5,000 payments and prorated
      interest on the note. Centurion also has piggyback registration rights
      associated with the common stock they received. On June 23,
      2008 Centurion Credit Resources entered a judgment against the Company and
      Mr.
      McNulty for the
      entire principal amount, plus interest. On July 9, 2008, the Company satisfied
      the entire judgment by paying in full the
      $500,000 note balance plus accrued interest of $7,553.


-9-





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 days from the
      issuance with provisions to pay interest at 12%, in cash from the date of
      issuance until the Note is paid. This Note was paid in full (including the
      $304
      interest) in January 2008.





On
      March
      21, 2008 the Company issued a 365-day 12% Convertible Note to Carole Harder,
      an
      accredited investor in exchange for $140,000. In connection with the note,
      the
      Company issued to the investor a five-year warrant
      to purchase 200,000 shares of our common stock exercisable at $0.93 per share.
      This warrant was valued using the Black-Scholes method at
      $0.136
      per share, resulting in a total value of $27,288 assuming a fair value per
      share
      of $0.30, risk-free interest rate of 2.50% and 83% volatility index. In addition
      there is a conversion
      option to exchange the amount outstanding into the shares of the Company’s
      common stock. 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 $22,837 on the note, which is being amortized over the term of the note
      using
      the effective interest method with an effective interest rate of approximately
      25%.


On
      December 28, 2007, RES raised $500,000
      in a private offering to accredited investors of its 12% secured convertible
      one-year promissory notes. These securities have a voluntary conversion feature
      to convert into a unit from a contemplated offering, each unit comprised of (i)
      one share of stock at $0.70 per unit and (ii) one warrant to purchase one share
      of common stock at an exercise price of $0.93 per share. In addition, on
      December 28, 2007, the Company issued warrants 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 in conjunction with this same offering were sold
      by
      the Company on January 25, 2008 and February 8, 2008 for $1,230,000 and
      $550,000, respectively. The promissory notes mature on March 31, 2009. The
      purchasers of the January and February 2008 promissory notes also received
      warrants to purchase 3,257,143 shares of our common stock exercisable at $0.93
      per share expiring in 2013, which was valued using the Black-Scholes method
      at
      $0.177 per share. This resulted in a total value of $577,769 assuming a fair
      value per share of $0.30, risk-free interest rate range of 3.25% to 5.25% based
      on the note issuance and 100% volatility index. Consequently, we recorded a
      discount of $460,952 on the notes, which is being amortized over the term of
      these notes using the effective interest method with an effective interest
      rate
      between 26% and 27%. In
      addition, on January
      25, 2008 and February 8, 2008 ,
      the
      Company issued warrants to the placement agent to purchase 175,714 and 78,571
      respectively, shares of its common stock at an exercise price of $0.93 per
      share. The warrant vested immediately and expires in five years. These warrants
      were valued by the Company at $44,882 . The
      Company has also granted, to these investors, a security interest in all its
      assets.





In
      addition, on July 7, July 15, and August 5, 2008, Boomj raised $1,175,000,
      $350,000, and $500,000, respectively, in a private offering from accredited
      investors. The securities sold by the Company consisted of its 12% secured
      convertible promissory notes and warrants to purchase 2,892,858 shares of the
      Company’s common stock at an exercise price of $0.93 per share. The convertible
      notes are convertible at a price of $0.70 per share, are secured by a lien
      on
      the Company’s assets and on the assets of Boomj.com, Inc., and mature on July
      31, 2009. The warrants were valued using the Black-Scholes method at $[0.767]
      per share. This resulted in a total value of $2,218,822 assuming a fair value
      per share of $1.00, risk-free interest rate range of 3.32% based on the note
      issuance and 100% volatility index. Under EITF 00-27 and APB No. 14, we
      allocated the proceeds from issuance of these notes and warrants based on the
      proportional fair value for each item. Consequently, we recorded a discount
      of
      $1,058,438 on the notes, which is being amortized over the term of these notes
      using the effective interest rate method A
      beneficial conversion discount was also recorded on these convertible notes
      since these convertible notes were convertible into shares of common stock
      at an
      effective conversion price lower than the fair value of the common stock share
      price on the note issuance dates. The beneficial conversion amount was limited
      to the portion of the cash proceeds allocated to those convertible notes. As
      a
      result, those convertible notes were recorded with additional discounts in
      the
      total amount of $966,563.





The
      combined value of the note discount and discount related to the beneficial
      conversion feature on the convertible notes is being amortized over the term
      of
      the respective convertible note using the effective interest method. The
      amortization of the discounts was recorded as interest expense under Emerging
      Issues Task Force (“EITF 00-27”) No.
      00-27 “Application
      of Issue No. 98-5 to Certain Convertible Instruments”.
      Since the
      discounts represent 100% of the loan proceeds from these notes, the effective
      periodic interest rate for these notes ranges from between 1,185% and 1,576%.
      As
      a result, the majority of the quarterly amortization expense will be incurred
      at
      the end of the term of the note. See the table below for the timing and
      approximate amounts of the amortization expense. For the nine months ended
      September 30, 2008, we recorded interest expense of $397,352 related to
      amortization of the discounts. We also recorded an additional interest expense
      of $296,622, which was for the stated interest rate and accrued as of September
      30, 2008.




-10-




Note
                Amounts
            
            9/30/2008
            
            12/31/2008
            
            3/31/2008
            
            6/30/2009
            
            9/30/09
            
            TOTAL$1,175,000
            
            $
            15
            
            $
            300
            
            $
            4,100
            
            $
            67,400
            
            $
            1,103,185
            
            $
            1,175,000$350,000
            
            $
            12
            
            $
            152
            
            $
            1,955
            
            $
            25,122
            
            $
            322,759
            
            $
            350,000$500,000
            
            $
            13
            
            $
            177
            
            $
            2,436
            
            $
            33,612
            
            $
            463,762
            
            $
            500,000Total
            
            $
            40
            
            $
            629
            
            $
            8,491
            
            $
            126,134
            
            $
            1,889,706
            
            $
            2,025,000


The
      Company also issued warrants to the placement agent to purchase 289,286 shares
      of its common stock at an exercise price
      of
      $0.93 per share. The warrant vested immediately and expires in five years.
      These
      warrants were valued by the Company at $831,872 and were valued using the
      Black-Scholes method.





In
      addition to the above terms of its 12% secured convertible promissory
      notes, the Company in January and February 2008, granted to the note-holders
      “piggyback” registration rights with respect to the shares of Common Stock
      issued or issuable under those notes and warrants .
      The
      Company also agreed with the note-holders who invested in January and February
      2008 that in the event that all of the shares underlying their warrants have
      not
      otherwise been included in a
      registration statement filed by
      the
      Company with the
      SEC on or prior to May 1, 2008, other than for certain specified
      reasons ,
      then,
      as partial relief for the damages to the investors ,
      the
      Company shall pay to the noteholders an
      amount in cash equal to one percent (1.0%) of the original cash consideration
      invested by the noteholders for each
      30 day period during which the registration statement is not effective. Since
      a
      registration statement was not filed by June 30, 2008, the Company accrued
      $45,000. This was reported in accrued expenses at June 30, 2008 and remains
      at
      September 30, 2008. During the fiscal quarter ended September 30, 2008, 2008
      this registration obligation and the requirement to pay penalties was waived
      by
      the majority of noteholders.




On
      May
      29, 2008, one of the note-holders from the January 2008 investment converted
      its
      $25,000 note and accrued interest of $1,028 into shares 37,182 shares of the
      Company’s $0.001 par value common stock per the terms of the relative note.




During
      August 2008, the Company paid off a zero coupon note to one of its investors
      of
      $110,000 which $95,000 represented cash received from the prior quarter. In
      September 2008 the Company received $50,000 from an accredited investor as
      a 90
      day zero coupon note in which $55,000 will be due in December 2008.




During
      the fiscal quarter ended June 30, 2008, the Company entered into several short
      term (ninety-day) unsecured, 12% promissory notes with certain accredited
      investors for a total of $ 1,508,232. Along with these notes, the Company issued
      warrants to all note holders to purchase 754,116 shares of common stock
      exercisable at $0.70 per share expiring in 2013, which was valued using the
      Black-Scholes method at $0.192 per share. This resulted in a Black-Scholes
      value
      of $144,516 assuming a fair value per share of $0.30, risk-free interest rate
      of
      3.32% and a 100% volatility index. Consequently, the Company recorded a discount
      of $131,865 on the notes, based on the relative fair value of the warrants,
      which is being amortized over the term of these notes. During the quarter ended
      September 30, 2008, these notes of $1,508,232 plus interest accrued of $36,598
      were converted into 544,830 shares of common stock. On August 22, 2008 the
      Company issued 327,126 shares of the Company’s common stock to another one of
      our placement agents as part of their commission in connection with this
      convertible note private placement. In accordance with an agreement with the
      placement agent, the number of shares were determined by converting the cost
      of
      services to common stock at $.70 per share. However, at the time of settlement,
      in accordance with generally accepted accounting principles, the company used
      the trading price of the stock, which ranged between $2.24 and $3.27 per share,
      to convert the liability. Since the Company initially recorded an expense of
      approximately $325000 for these services, this settlement resulted in additional
      expense of $583,893. In addition this same placement agent was paid cash
      commission and fees of $68,300 during the three months ending September 30,
      2008.


-11-





During
      the third quarter ended September 30, 2008, the Company issued short term
      (ninety-day) unsecured, 12% promissory notes with four (4) accredited investors
      for a total of $170,000. Along with these notes, the Company issued warrants
      to
      note holders to purchase 57,500 shares of common stock exercisable at $0.70
      per
      share expiring in 2013, which was valued using the Black-Scholes method at
      $0.39
      per share. This resulted in a Black-Scholes value of $32,000 assuming a market
      price per share of $1.00, risk-free interest rate of 3.32% and a 100% volatility
      index. Consequently, the Company recorded a discount of $64,857 on the notes,
      based on the relative fair value of the warrants, which is being amortized
      over
      the term of these notes. These notes also contain a conversion feature in which
      the holder may convert their respective principal and accrued interest into
      shares of the Company’s $0.001 par value common stock at $1.00 per share. During
      the fiscal quarter ended September 30, 2008; $90,000 of principal from the
      notes
      were converted into 90,000 shares of common stock and accrued interest of $770
      was converted into 770 shares of common stock.





The
      Company recorded as interest expense for the three months and nine months
      periods ended September 30, 2008, $1,267,046 and $2,378,556 compared to $3,016
      and $5,179 for the same periods in 2007. Also included in interest expense
      is
      the amortization of $1,125,548 and $2,018,131 of loan origination fees
      associated with these notes for the three and nine month period ended September
      30, 2008, respectively.





**NOTE 8** **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. In December 2007 the Company entered into a four
      year
      lease for 4,560 square feet in Henderson, Nevada which houses its corporate
      office. On May 1, 2008 the Company relocated its Orange County office to Irvine,
      California. The Irvine lease is for a twelve month period for approximately
      2,042 square feet of office space. The lease in Irvine houses the Company’s
      marketing and content employees. Total rent expense incurred by the Company,
      which includes the leases above and sundry month to month rental expenditures
      was $54,371 and $164,643 for the three and nine month period ended September
      30,
      2008 respectively. The Company has future minimum lease obligations as
      follows:


Twelve
                  months endingSeptember
                  30,2009
              
              
              147,5322010
              
              
              151,9582011
              
              
              114,8052012
              
              
              38,268Total
              
              $
              452,563




**NOTE 9** **COMMON
      STOCK, WARRANTS AND PAID IN CAPITAL**




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 Centurion
      Credit Resources (a) an
      origination fee in the amount of $20,000, and (b) 300,000 shares of the
      Company’s $.001 par value common stock . These
      shares were valued at $0.30 per share for a total of $90,000. $22,500 of this
      cost was amortized during the three month period ended March 31, 2008 as debt
      financing fees.





On
      January 19, 2008, the Company issued a four-year warrant to purchase up to
      12,500 shares of common stock at an exercise price of $0.70 per share to an
      accredited investor for services rendered in connection with obtaining short
      term financing for the Company. The
      warrants were valued using the Black-Scholes method at
      $0.001
      per share. This resulted in a total value of $10 assuming a risk-free interest
      rate range of 4.00%, based on the note issuance and 16% volatility index.





On
      January 25 and February 1, 2008, the Company issued an aggregate of 105,000
      shares of the Company’s common stock to three entities for services rendered in
      connection with extending certain financing for the Company. These shares were
      valued by the Company at $0.30 per share for a total of $31,500. The total
      amount **** was
      amortized during the three month period ended March 31, 2008 as debt financing
      fees.


-12-





On
      February 7, 2008, the Company issued a common stock purchase warrant to a media
      entity for services rendered in connection with producing video promotional
      material for the Company. Included in this transaction were the issuances of
      20,000 warrants exercisable at $0.93 per share, expiring in 2011. The warrants
      were valued using the Black-Scholes method at $0.092 per share. This resulted
      in
      a total value of $1,843 assuming a risk-free interest rate range of 3.50% based
      on the note issuance and 73% volatility index. This amount was expensed in
      selling, administrative, and general expense during the three month period
      ended
      March 31, 2008





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 the private
      placement offering of the Convertible 12% Secured Promissory Notes offering
      as
      described above. These shares were valued by the Company at $0.30 per share
      for
      a total of $105,000. $23,750 of this cost was amortized during the three-month
      period ended March 31, 2008 as debt financing fees.





On
      February 20, 2008, Carole Harder, an accredited investor, acquired 71,429 shares
      of the Company’s common stock at $0.70 per share for $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, an accredited investor 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 purchase 40,000
      shares of our common stock exercisable at $0.93 per share expiring in 2013.




On
      April
      16, 2008, the Company and Coventry Windsor, Inc. entered into an agreement
      for
      Coventry Windsor, Inc. to provide services related to finding contacts for
      future funding and other services. The term of the agreement is for one year
      and
      Coventry Windsor, Inc. will be compensated by a 4% commission on all monies
      raised through their introductions.





On
      April
      18, 2008 the Company entered into a Second Modification Agreement with Centurion
      Credit Resources, LLC on its $500,000 note. As a condition precedent to
      modification, the Company delivered to Centurion Credit Resources’ (a) an
      origination fee in the amount of $25,000, and (b) 100,000 additional shares
      of
      the Company’s common stock.




On
      May
      29, 2008 one of the January 2008 note holders converted the principal and
      interest of their note into 37,182 shares of the Company’s common stock.





On
      June
      2, 2008 the Company issued 428,572 shares of the Company’s common stock, to one
      of our service providers of technical and administrative assistance for the
      Company’s e-commerce platform, in settlement of a liability incurred prior to
      the third quarter of 2008. On July 17, 2008 the Company issued an additional
      107,143 shares of the Company’s common stock, to this same service provider, in
      settlement of a liability for services provided during the third quarter of
      2008. The Company has an agreement with this provider to settle the liability
      at
      $.70 per share. However, in accordance with generally accepted accounting
      principles, since the trading price of the common stock on the date of
      settlement was $3.21 per share, the Company recorded an additional expense
      of
      $268,929 in quarter ended September 30, 2008.





In
      the
      month of June 2008 the Company issued 15,938 shares of its common stock for
      $15,133 to foreign investors. During the fiscal quarter ending September 30,
      2008, the Company issued an additional 408,338 shares of its common stock for
      $412,394 to other sundry foreign investors.





In
      August
      2008, one of our placement agents exercised their warrants utilizing a cashless
      option in their agreement, converting 328,000 warrants valued at $58,998 into
      257,354 shares of the Company’s common stock at an exercise price of $0.93.


-13-


On
      August
      22, 2008 the Company issued 327,126 shares of the Company’s common stock to
      another one of our placement agents as part of their commission in connection
      with this convertible note private placement. In accordance with an agreement
      with the placement agent, the number of shares were determined by converting
      the
      cost of services to common stock at $.70 per share. However, at the time of
      settlement, in accordance with generally accepted accounting principles, the
      company used the trading price of the stock, which ranged between $2.24 and
      $3.27 per share, to convert the liability. Since the Company initially recorded
      an expense of approximately $325,000 for these services, this settlement
      resulted in additional expense of $583,893. In addition this same placement
      agent was paid cash commission and fees of $68,300 during the three months
      ending September 30, 2008.





On
      September 26, 2008 the Company issued 50,400 shares of the Company’s common
      stock to a placement agent for settlement of a liability incurred in a prior
      period. In accordance with an agreement with this placement agent the number
      of
      shares was determined by converting the cost of the services to common stock
      at
      $.70 per share. However, in accordance with generally accepted accounting
      principles, the Company used the trading price of the stock on the settlement
      date, which was $2.50 per share, to record the expense related to this
      liability. Since $15,000 was recorded as expense in a previous period, this
      resulted in additional expense of $111,000 in the quarter ended September 30,
      2008.





On
      September 30, 2008 the Company sold 25,000 shares of its common stock for
      $25,000. As part of this transaction, a warrant was issued to purchase an
      additional 12,500 shares of common stock at $.70. This warrant vested
      immediately and expires in 5 years.





During
      the fiscal quarter ended September 30, 2008, $1,598,232 of principal from the
      our short term convertible notes were converted into 1,598,232 shares of common
      stock and the related accrued interest of $37,368 was also converted into 37,368
      shares of common stock.





Also,
      during the fiscal quarter ended September 30, 2008, three of our investors
      exercised their warrants utilizing a cashless option in their agreement,
      converting 585,142 warrants valued at $90,776 into 574,326 shares of the
      Company’s $0.001 par value common stock at an exercise price of
      $0.93.


-14-





**Warrants**





The
      following is a summary of the Company’s outstanding common stock purchase
      warrants as of September 30, 2008:





Outstanding
            
            
            
            
            
            OutstandingExercise
                Price
            
            Dec
                31,2007
            
            Issued
            
            Exercised
            
            Sept
                30, 2008$0.01
            
            
            193,920
            
            
            --
            
            
            (40,000
            )
            
            (1)153,920$0.30
            
            
            30,300
            
            
            --
            
            
            --
            
            
            30,300$0.50
            
            
            101,000
            
            
            --
            
            
            --
            
            
            (1)
                101,000$0.70
            
            
            0
            
            
            836,616
            
            
            --
            
            
            836,616$0.93
            
            
            896,429
            
            
            6,810,716
            
            
            (787,642
            )
            
            6,919,503$1.00
            
            
            58,247
            
            
            100,000
            
            
            --
            
            
            158,247$2.40
            
            
            132,310
            
            
            --
            
            
            --
            
            
            (1)
                132,3101,412,206
            
            
            7,747,332
            
            
            (827,642
            )
            
            8,331,896




(1)
            The
                chart above includes in the outstanding December 31, 2007
                balancewarrants to purchase BOOMj.com common stock. The BOOMj.com warrants
                to
                purchase common stock should have been exchanged for warrants of
                the
                Company. On June 28, 2008, the Company issued replacement warrants
                for the
                BOOMj.com warrants. The outstanding warrants as of September 30,
                2008,
                therefore, include the warrants issued to replace thewarrants previously issued by Boomj.com, Inc.,
                which new warrants were issued at a rate of 2.02 shares ofthe Companycommon
                stockfor each warrant share of BOOMj.com.
                The Company has reserved a sufficient number of shares of authorized
                common stock for issuance upon exercise of the outstanding warrants.





**NOTE 10** **SUPPLEMENTAL
      DISCLOSURES OF CASH FLOWS (not described elsewhere)**




The
      Company prepares its statements of cash flows using the indirect method as
      defined under the Financial Accounting Standard No. 95. The Company paid $5,615
      and 40,069 for the three and nine months ended September 30, 2008 for interest.
      The Company had zero payments for income tax during the three and nine months
      ended September 30, 2008. As of September 30, 2008, prepaid loan fees included
      $973,013 (net of amortization) of debt related fees, which were paid by issuing
      common stock and warrants.




**NOTE 11** **GOING
      CONCERN**




Cash
      and
      cash equivalents at September 30, 2008 were $28,209. Since we have had only
      limited operations thus far, the majority of our capital resources have been
      derived through the sale of debt and equity securities. No assurance can be
      made
      that we will have access to capital markets in the future, or that financing
      will be available on acceptable terms to satisfy our future and on-going cash
      requirements that we need to implement our business strategies. Our inability
      to
      access the capital markets or obtain acceptable financing could have a material
      adverse affect on our 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
      $
      4,032,056 and $8,987,304 for the three and nine month period ended September
      30,
      2008, respectively. Our current liabilities exceeded our current assets by
      $2,885,736 at September 30, 2008 and negative cash flow from operating
      activities for the nine months ended September 30, 2008 was $5,590,315. These
      factors, and our inability 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 negative
      cash flow until we reach our projected break-even level of operations. 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 until our
      revenues are sufficient to fund our operating expenses. Although we
      have
      again re-commenced our on-line e-commerce business and now are again generating revenues from that
      line
      of our business ,
      and we
      have recently implemented a new business line in local advertising
      (LocalAdLink), we do not anticipate that we will generate sufficient cash from
      operations to fund our working capital needs for at least another six months.
      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, further scale down our current and proposed future operations
      or, if those actions are not sufficient, terminate our operations.





All
      of
      the convertible notes that we have issued recently in order to fund our working
      capital needs mature within the next 12 months. Accordingly, in addition to
      having to raise funds to continue to operate, we also will have to raise funds
      to repay these convertible notes (to the extent that such notes are not
      converted by the holders). As of September 30, 2008, the total amount of our
      short-term borrowings was $4,500,000. Most of the convertible notes that we
      issued are secured by a lien on certain of our assets and/or the assets of
      our
      subsidiary. Therefore, in the event that we fail to repay these secured
      promissory notes as they mature, we will be at risk of losing our assets through
      foreclosure of our assets. Accordingly, a default under the secured convertible
      notes could result in the loss of our assets and the termination of our
      operations.




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.




-15-





**NOTE 12** **SUBSEQUENT
      EVENTS**




On
      October 9, 2008 the Company issued 5,000 shares of common stock to a vendor
      for
      computer software services valued at the trading price of the common
      stock.





On
      October 22, 2008 the Company sold 1,100 shares to a foreign investor for $1,108
      also on this date, a Bridge loan investor converted $25,000 of principal from
      the final short term convertible note into 25,000 shares of common stock, and
      the related accrued interest of $904 was also converted into 904 shares of
      common stock in unrelated transactions.





On
      October 22, 2008 the company received $25,000 from an accredited investor as
      a
      90 day zero coupon note in which $30,000 will be due in January
      2009.





During
      October 2008 the Company sold to five (5) different investors, an aggregate
      of 150,000 shares of its common stock for $150,000. As part of these
      transactions, warrants were issued to the investors to purchase an additional
      75,000 shares of common stock at $0.70. Also during this period of time the
      Company issued 90-day 12% notes to four (4) different investors for $130,000.
      As
      part of these transactions, warrants were issued to the investors to purchase
      an
      additional 130,000 shares of common stock at $0.70.




-16-





**Item
      2. Management's Discussion and Analysis of Financial
      Condition**





*Throughout
      this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and “our
      company” refer to Boomj, Inc., a Nevada corporation formerly known as Reel
      Estate Services, Inc. and, unless otherwise specified, Boomj.com, Inc., a Nevada
      corporation and our wholly-owned subsidiary.*




**Cautionary
      Statement Regarding Forward-Looking Statements**




*This
      Quarterly Report contains forward-looking statements, which reflect the views
      of
      our management with respect to future events and financial performance. These
      forward-looking statements are subject to a number of uncertainties and other
      factors that could cause actual results to differ materially from such
      statements. Forward-looking statements are identified by words such as
“anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,”
“targets” and similar expressions. Readers are cautioned not to place undue
      reliance on these forward-looking statements, which are based on the information
      available to management at this time and which speak only as of this date.
      We
      undertake no obligation to update or revise any forward-looking statements,
      whether as a result of new information, future events or otherwise. For a
      discussion of some of the factors that may cause actual results to differ
      materially from those suggested by the forward-looking statements, please read
      carefully the information in the “Risk Factors” section in our Form 10-KSB for
      the year ended December 31, 2007 and the “Risk Factors” section set forth in
      Item 1A of Part II of this Report. The identification in this Quarterly Report
      of factors that may affect future performance and the accuracy of
      forward-looking statements is meant to be illustrative and by no means
      exhaustive. All forward-looking statements should be evaluated with the
      understanding of their inherent uncertainty.*




**Description
      of Business**





BOOMj,
      Inc. operates a website that targets persons
      in the demographic group commonly referred to as Baby
      Boomers and Generation Jones. On the Company’s Web site, www. BOOMj.com,
      users/members can create their very own personal profile for use on the
      Company’s state-of-the-art social network platform. These users/members can
      upload, watch and share their videos and other interesting information with
      like-minded Boomers and Generation Jones. The
      website provides
      entertainment news ranging from the latest movie reviews, fashions and diets
      to
      show times and ticket sales. Since
      the
      website also offers a
      variety of e-commerce product
      offerings, user/members
      of the website can buy leading brand name merchandise  ranging
      from books and CD’s to electronics, featuring computers and flat panel screen
      TV’s. The Company ’s
      product line typically consists of approximately 1.7 million SKUs .
      Baby
      Boomers and Generation Jones are able to shop online through the online
      store .
      Additionally, through BOOMj.com health network Boomers and Generation Jones
      have
      access to a collection of BOOMj.com owned and operated Web sites and multi-media
      affiliates providing timely and in-depth health, fitness nutrition information,
      personalized tools and resources to make the right health choices. BOOMj.com
      health network connects to a vast community of leading experts and people
      seeking to manage and improve their health and wellness. In September 2008,
      the
      Company commenced the operations of a new the web site known as LocalAdLink,
      which website the Company operates as a newly formed division of BOOMj, Inc.
      LocalAdLink is a local search and advertising platform that networks high volume
      websites to allow local advertisers to increase revenues and brand identity.





**CORPORATE
      HISTORY AND PLAN OF OPERATIONS**





**Plan
      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
      reorganization (the “Reorganization”) in which it issued 34,458,067 shares of
      common stock to the former shareholders of BoomJ.com, Inc. As a result of this
      Reorganization, the former shareholders of Boomj.com, Inc. acquired a
      majority ownership and
      control over Reel
      Estate Services, Inc.





BoomJ.com,
      Inc. is now our wholly-owned subsidiary, although from an historical perspective
      it was deemed to have been the accounting acquirer in the transaction and the
      survivor of the Reorganization. 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 incorporated on November 14, 2006.


-17-




**Results
      of Operations**




We
      reported a net loss of $4,032,056 and $8,987,304 for the three and nine months
      ended September 30, 2008 compared to net losses of $1,517,588 and $3,182,685
      reported in 2007. As more fully explained in "Operating Expenses" below, the
      new
      losses in 2008 were principally attributable to increases in operating costs,
      interest from debt, the issuance of warrants, and to the delay in certain
      revenue generation activities .





**Revenues**





Our
      goal
      is to generate revenues from (i) the sale of various products to our website
      users (our e-commerce operations) and (ii) both national and local advertising
      fees. Revenue for the three and nine month period ended September 30, 2008
      was
      $204,810 and $1,025,023 compared to $60,862 and $61,900 for the three and nine
      month period ended September 30, 2007. During the three month period ended
      March
      31, 2008, we commenced implementing our on-line e-commerce operations and ramped
      up our operations based on the assumption that we would complete our $6,000,000
      private placement of securities in January 2008. Our initial sales efforts
      resulted in over $761,000 of sales during the quarter ended March 31, 2008.
      However, we did not raise $6,000,000 from the sales of convertible promissory
      notes (we received $550,000 from the sale of these convertible promissory notes
      on February 8, 2008 and did not receive any further funding from that private
      placement during that period). As a result, because we did not receive the
      anticipated and budgeted funds, we were unable to pay our vendors for our
      on-line products and, therefore, were forced to cease most of our on-line
      e-commerce sales activities. As a result, sales decreased from $761,000 in
      the
      first fiscal quarter, to only $59,000 in the second fiscal quarter. During
      the
      third fiscal quarter, we raised $2,025,000 of additional funds and commenced
      our
      e-commerce operations again. Although the foregoing amount is not sufficient
      to
      operate our e-commerce business as planned, we were nevertheless able to
      generate $205,000 of e-commerce sales during the fiscal quarter ended September
      30, 2008. At the end of September 2008, we launched our new local advertising
      operations (LocalAdLink). Revenues from this local advertising business began
      in
      the fourth quarter and, accordingly, are not reflected in the revenues for
      the
      period ended September 30, 2008. Now that we have resumed our e-commerce
      operations and began our local advertising business, we anticipate that our
      revenues will be significantly higher in future fiscal quarters. During the
      first three quarters of 2007, we were still establishing our on-line business
      and, accordingly, did not have significant revenues .





During
      the three and nine month period ended September 30, 2008, the cost of products
      sold was $165,630 and $1,050,113, respectively. This compares to $44,137 and
      $45,129 during the three and nine month period ended September 30, 2007. Since
      we generated much lower revenues during the same fiscal quarter last year,
      we
      incurred significantly lower cost of products sold in the 2007 period. Cost
      of
      products sold exceeded our revenues for the nine month period ending September
      30, 2008 as part of our initial roll-out strategy for our new website and our
      e-commerce platform, along with the recognizing a provision for point reward
      system of approximately $19,957 during the second and third quarter. In order
      to
      introduce our new e-commerce business to users of our website, we lowered our
      gross margins to approximately 2% (significantly lower than the margin we expect
      to receive in the future) and offered free shipping as an inducement to new
      users.





**Operating
      Expenses**





Selling,
      general and administrative expenses (SG&A) for the three and nine month
      periods ended September 30, 2008 were $ $2,261,636 and$5,205,252, respectively.
      This is an increase of $1,320,545 and $3,188,017 in SG&A expenses from the
      $941,091 and $2,017,236 reported for the three and nine month period ended
      September 30, 2007 and is attributable to stock granted for settlement of debt
      of $963,822 in non cash expenses, advertising costs incurred in launching our
      website, increases in administrative, technical and marketing personnel and
      related payroll costs, and an increase in travel related costs. Revenues for
      the
      current fiscal year have not matched our expectations due to, among other
      factors, our lack of financing. Accordingly, in order to reduce our operating
      expenses, until our revenues increase to the levels we expect, effective as
      of
      October 2008, we have taken steps to reduce our SG&A expenses, including
      reducing our workforce by Fourteen (14) employees and asking our executive
      officers to accrue their salaries. In addition, we intend to significantly
      reduce our advertising expenses in the near term. Accordingly, in the short
      term, SG&A expeses are expected to be less than the expenses incurred in the
      last fiscal quarter. However, SG&A may increase again in the future as our
      operations continue to increase.





Professional
      fees for the three and nine month period ended September 30, 2008 were $495,219
      and $1,244,527, respectively. This is a decrease of $57,181 in professional
      fees
      from the $552,400 for the three month period ended September, 2007 and an
      increase of $163,871 from the $1,080,656 reported for the nine month period
      ended September, 2007. The largest component of professional fees presented
      in
      the third quarter consists of services rendered for IT support services realized
      from one our vendors, along with legal and accounting fees associated with
      obtaining debt financing. The largest component last year of professional fees
      was due to the establishment of an advisory board and due to 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.


-18-


Depreciation
      expense for the three and nine month period ended September 30, 2008 was $47,762
      and $134,343, respectively. This reflects an increase of $9,513 and $35,824
      in
      depreciation expense from the $38,249 and $98,519 reported for the three and
      nine month period ended September 30, 2007. This increase in expense is
      attributable to the amortization of the asset additions.


Interest
      expense for the three and nine month period ended September 30, 2008 was$
      1,267,047 and $2,378,556, respectively, compared to $3,016 and $ 5,179 reported
      for the three and nine month period ended September 30, 2007. In addition,
      interest expenses also includes non-cash expenses related to the value of
      warrants issued to investors who invested in our convertible notes and discounts
      from beneficial conversion features. Our increase in interest expense is due
      to
      loan fees and loan discount amortization expenses of $ 1,125,548
      and $2,018,131 related to our promissory notes for the
      three and nine month periods ended September 30, 2008.





**Liquidity
      and Capital Resources**





Cash
      and
      cash equivalents at September 30, 2008 were $28,209. Since we have had only
      limited operations thus far, the majority of our capital resources have been
      derived through the sale of debt and equity securities. No assurance can be
      made
      that we will have access to capital markets in the future, or that financing
      will be available on acceptable terms to satisfy our future and on-going cash
      requirements that we need to implement our business strategies. Our inability
      to
      access the capital markets or obtain acceptable financing could have a material
      adverse affect on our 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
      $
      4,032,056 and $8,987,304 for the three and nine month period ended September
      30,
      2008, respectively. Our current liabilities exceeded our current assets by
      $2,885,736 at September 30, 2008 and negative cash flow from operating
      activities for the nine months ended September 30, 2008 was $5,590,315. These
      factors, and our inability 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 negative
      cash flow until we reach our projected break-even level of operations. 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 until our
      revenues are sufficient to fund our operating expenses. Although we
      have
      again re-commenced our on-line e-commerce business and now are again generating revenues from that
      line
      of our business ,
      and we
      have recently implemented a new business line in local advertising
      (LocalAdLink), we do not anticipate that we will generate sufficient cash from
      operations to fund our working capital needs for at least another six months.
      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, further scale down our current and proposed future operations
      or, if those actions are not sufficient, terminate our operations.





All
      of
      the convertible notes that we have issued recently in order to fund our working
      capital needs mature within the next 12 months. Accordingly, in addition to
      having to raise funds to continue to operate, we also will have to raise funds
      to repay these convertible notes (to the extent that such notes are not
      converted by the holders). As of September 30, 2008, the total amount of our
      short-term borrowings was $4,500,000. Most of the convertible notes that we
      issued are secured by a lien on certain of our assets and/or the assets of
      our
      subsidiary. Therefore, in the event that we fail to repay these secured
      promissory notes as they mature, we will be at risk of losing our assets through
      foreclosure of our assets. Accordingly, a default under the secured convertible
      notes could result in the loss of our assets and the termination of our
      operations.




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.




-19-





**Operating
      Activities**





Net
      cash
      used in operating activities for the nine month period ended September 30,
      2008
      and 2007 was $5,590,315 and $2,039,633. This increase was mainly attributable
      to
      the use of cash in operations as we further established our business and
      operations.





**Investing
      Activities**





Net
      cash
      used in investing activities for the nine month period ended September 30,
      2008
      and 2007 was $121,882 and $130,586, respectively, representing cash expended
      for
      the purchase of computer and office equipment and expenditures related to
      Website development.





**Financing
      Activities**





Net
      cash
      provided by financing activities for the nine month period ended September
      30,
      2008 and 2007 was $5,629,159 and $2,154,470, respectively, due primarily to
      net
      cash received from the sale of debt securities of $5,733,232 and $270,000.
      We
      also received $ 530,927
      from the issuance of common stock, and paid
      $25,000 to repay a short term bridge loan in January 2008, a $500,000 Secured
      Note in July 2008 and a promissory note of $110,000 in August 2008. During
      August 2008, the company paid off a zero coupon note to one of its investors
      of
      $110,000. In September 2008 the Company received $50,000 from an accredited
      investor as a 90 day zero coupon-note in which $55,000 will be due in December
      2008.




As
      a
      result of the above activities, we experienced a net decrease in cash of $83,038
      for the nine month period ended September 30, 2008. 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**





As
      of
      September 30, 2008 we had no long-term debt obligations, no capital lease
      obligations, no material long-term purchase obligations or other similar
      long-term liabilities. 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





Inflation
      and changing prices have had no effect on our net sales and revenues or on
      our
      income from continuing operations





**Item 3.
      Quantitative and Qualitative Disclosures About Market Risk**





Not
      applicable.





**Item
      4T. Controls and Procedures**





*Evaluation
      of Disclosure Controls and Procedures*





Our
      Chief
      Executive Officer and Chief Financial Officer have carried out an evaluation
      of
      our disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”) as of September 30, 2008.





Based
      upon their evaluation our Chief Executive Officer and Chief Financial Officer
      have concluded that our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Exchange Act are not effective in providing
      reasonable assurance that information required to be disclosed by us in our
      Exchange Act filings is recorded, processed, summarized and reported within
      the
      time periods specified in the Commission’s rules and forms and that the
      information is accumulated and communicated to our Chief Executive Office and
      Chief Financial Officer to allow timely decisions regarding required disclosure.





*Changes
      in Internal Control over Financial Reporting*





During
      the nine months ended September 30, 2008, there were no changes in our internal
      control over financial reporting (under the Exchange Act) or in other factors
      that have materially affected, or are reasonably likely to materially affect,
      our internal control over financial reporting.


-20-


We
      do not
      expect that our disclosure controls and procedures and internal control over
      financial reporting will prevent all error and all fraud. A control system,
      no
      matter how well conceived and operated, can provide only reasonable, not
      absolute, assurance that the objectives of the control system are met. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within our company have been detected. Because of the inherent
      limitations in a cost-effective control system, misstatements due to error
      or
      fraud may occur and not be detected.


**PART
      II - OTHER INFORMATION**


**Item
      1. Legal Proceedings**





In
      connection with obtaining a $500,000 secured loan from Centurion Credit
      Resources, LLC, this company and Robert McNulty, our Chief Executive Officer,
      each executed an Affidavit of Confession of Judgment in favor of Centurion
      Credit. The note was not repaid by its 2008 maturity date, and on June 23,
      2008
      Centurion Credit Resources entered a judgment against the company and Mr.
      McNulty in the Supreme Court of New York for the entire principal amount, plus
      interest. On July 9, 2008, we satisfied the entire judgment by paying in full
      all amounts specified in the judgment, and on August 5, 2008, Centurion Credit
      delivered to us notice of the satisfaction of the judgment.





The
      Company is presently involved in other litigation as part of its normal business
      process. Management does not have reason to believe that any of these lawsuits
      will have a material adverse impact on the Company.





**Item
      1A.  Risk Factors**




There
      has
      been no material change in the Risk Factors set forth in the “Risk Factors”
section of the Company’s Form 10-KSB for the year ended December 31, 2007, other
      than as set forth below :





*We
      currently have outstanding $4,500,000 of short-term convertible promissory
      notes
      that are secured by a lien on all of this company’s assets. Accordingly, a
      default under the convertible promissory notes, or our inability to repay them
      when these notes become due, could result in the foreclosure of all of our
      assets and the termination of our business.*





We
      currently have outstanding approximately $4,500,000 of short-term, secured
      notes
      that mature and must be repaid in full, both principal and interest, at various
      times between March 31, 2009 and July 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
      will need significant additional capital, which we may be unable to
      obtain.*





We
      currently only have sufficient cash available to continue our current operations
      until November 30, 2008. Our capital requirements in connection with our
      expanding commercial operations have been, and will continue to be, significant.
      We need to obtain a significant amount of additional funds to fund our working
      capital needs, to continue to market our website, to offer a broader range
      of
      products on our e-commerce site, and to otherwise expand our business. There
      can
      be no assurance that financing will be available in amounts or on terms
      acceptable to us, if at all. If we
      are not able to raise additional funds in the near future, we may have to
      severely reduce our operations or even terminate our business.




-21-





**Item
      2. Unregistered Sales of Equity Securities**




On
      July
      17, 2008 the Company issued 107,143 shares of the Company’s common stock, to one
      of our service providers in consideration of technical and administrative
      assistance for the Company’s ecommerce platform. This help includes desktop
      support, back office, system architecture, design and implementation. This
      resulted in additional non cash expense of $268,974. The issuance of securities
      is exempt from the registration requirements of the Securities Act of 1933,
      as
      amended (the “Securities Act”), under Section 4(2) of the Securities Act as
      transactions by an issuer not involving any public offering, or under Rule
      506
      of Regulation D promulgated under the Securities Act.





On
      August
      22, 2008 the Company issued 327,126 shares of the Company’s common stock to one
      of our placement agents as part of their commission for assisting with a private
      placement to accredited investors. This resulted in additional non cash expense
      of $583,893. The issuance of securities is exempt from the registration
      requirements of the Securities Act, under Section 4(2) of the Act as
      transactions by an issuer not involving any public offering.





On
      September 26, 2008 the Company issued 50,400 shares of the Company’s common
      stock to a placement agent for settlement of a liability incurred in a prior
      period. In accordance with an agreement with this placement agent the number
      of
      shares was determined by converting the cost of the services to common stock
      at
      $.70 per share. However, in accordance with generally accepted accounting
      principles, the Company used the trading price of the stock on the settlement
      date, which was $2.50 per share, to settle this liability. Since $15,000 was
      recorded as expense in a previous period, this resulted in additional expense
      of
      $111,000 in the quarter ended September 30, 2008. The issuance of securities
      is
      exempt from the registration requirements of the Securities Act, under Section
      4(2) of the Act as transactions by an issuer not involving any public
      offering.





On
      September 30, 2008 the Company sold 25,000 shares of its common stock and a
      warrant to purchase an additional 12,500 shares of common stock at $.70 per
      share, for $25,000 in cash. This resulted in additional non cash expense of
      $75,600. The issuance of securities is exempt from the registration requirements
      of the Securities Act, under Section 4(2) of the Act as transactions by an
      issuer not involving any public offering.





During
      the fiscal quarter ending September 30, 2008, the Company issued 408,338 shares
      of its common stock for $412,394 to foreign investors. This issuance was exempt
      from registration based on an exemption provided by Section 4(2) of the
      Securities Act or Regulation S thereunder.








**Item
      3. Defaults Upon Senior Securities**





None




**Item
      4. Submission of Matters to a Vote of Securities Holders**





None.





**Item
      5. Other Information**





None.




**Item
      6. Exhibits and Reports on Form 8-K**




**Exhibit
                No.**
            
            **Description
                of Document**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


-22-


**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 14 th day of
      November 2008.


By:
              /**s/
                  Robert J. McNulty**Robert
                  J. McNulty, Chief Executive Officer
  By:
              /**s/
                  Mark V. Noffke**Mark
                  V. Noffke, Chief Financial
                  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.




-23-