**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 **March
      31, 2008**




Commission
      file number: **000-52490**




**BOOMJ,
      Inc.**





**(Formerly
      Reel Estate Services, 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 May
      15, 2008, there were outstanding 37,114,496 shares of the registrant’s common
      stock.




-1-




**BOOMJ,
      INC.**


**FORM
      10-Q FOR THE QUARTER ENDED MARCH 31, 2008**




Table
      of
      Contents







**Page****PART
                I FINANCIAL INFORMATION**Item
                1.   Unaudited Interim Financial
                StatementsCondensed
                Balance
                Sheet at March 31, 2008 (Unaudited)
            3Condensed
                Statements of Operations for the Three Month Period endedMarch
                31, 2008 & 2007 (Unaudited)
            4Condensed
                Statements of Cash Flows for the Three Month Period ended March
                31, 2008 & 2007 (Unaudited)
            5Notes
                  to the Condensed Financial Statements
                  (Unaudited)
            6
                -
                12Item
                2.   Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            12
                - 15Item
                3.****Quantitative and Qualitative Information About
                Market Risk
            15Item4T.
                Controls and Procedures
            15**PART
                II OTHER INFORMATION**Item
                1.   Legal
                Proceedings
            16Item
                1A. Risk Factors
            16Item
                2.   Unregistered Sales of Equity Securities
            16
                - 17Item
                3.    Defaults
                upon Senior Securities
            17Item
                4.   Submission
                of Matters to Vote of Security Holders
            17Item
                5.   Other
                Information
            18Item
                6. Exhibits
            18SIGNATURES
            19





-2-




**BOOMJ,
                INC.****CONDENSED
                BALANCE SHEET****As
                of March 31, 2008****Unaudited****ASSETS**Current
                assets :Cash
            
            $
            21,105Accounts
                receivable
            
            
            39,770Prepaid
                loan cost
            
            
            337,074Other
                current assets
            
            
            48,317Total
                current assets
            
            $
            446,266Property,
                website and computer equipment
            
            
            820,952Less:
                Accumulated depreciation and amortization
            
            
            (179,472
            )Property,
                website and equipment - net
            
            $
            641,480Other
            
            
            25,226Total
                assets
            
            $
            1,112,972**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**Current
                liabilities :Short
                term borrowings
            
            $
            2,535,899Accounts
                payable - trade
            
            
            989,037Accrued
                expenses
            
            
            337,138Total
                current liabilities
            
            $
            3,862,074Commitments
                and contingencies**Stockholders’
                Deficit :**Common
                stock, $0.001 par value, 75,000,000 shares authorized,37,014,496issued and outstanding
            
            
            37,014Additional
                paid in capital
            
            
            4,800,943Accumulated
                deficit
            
            
            (7,587,059
            )Total
                Stockholders' deficit
            
            $
            (2,749,102
            )Total
                Liabilities and Stockholders' Deficit
            
            $
            1,112,972




See
      accompanying notes of these unaudited condensed financial
      statements.





-3-





**BOOMJ,
      INC.**


**CONDENSED
      STATEMENTS OF OPERATIONS**


**Unaudited**


**For
                  the three**
                **month
                  period**
                **ended**
                **March
                  31,**
              
              
              **For
                  the three**
                **month
                  period**
                **ended**
                **March
                  31,****2008**
              
              
              **2007****Revenues**
              
              $
              760,949
              
              $
              --**Operating
                  expenses**Cost
                  of products sold
              
              $
              820,818
              
              $
              --Selling
                  general & administrative
              
              
              1,646,447
              
              
              342,463Selling
                  general & administrative – related party
              
              
              58,992
              
              
              73,542Professional
                  fees
              
              
              269,423
              
              
              331,738Depreciation
                  and amortization
              
              
              41,908
              
              
              23,688Total
                  costs and operating expenses
              
              $
              2,837,588
              
              $
              771,431Loss
                  from operations
              
              
              (2,076,639
              )
              
              (771,431
              )**Non-operating
                  income (expense)**Interest
                  expense
              
              
              (482,050
              )
              
              (493
              )Interest
                  income
              
              
              21
              
              
              442Total
                  non-operating income (expense)
              
              $
              (482,029
              )
              $
              (51
              )**Loss
                  from operations before income taxes**
              
              
              (2,558,668
              )
              
              (771,482
              )Provision
                  for income tax
              
              
              --
              
              
              --**Net
                  loss**
              
              $
              (2,558,668
              )
              $
              (771,482
              )Net
                  loss available to common stockholders
              
              $
              (2,558,668
              )
              $
              (771,482
              )**Basic
                  and diluted net loss per common share**
              
              $
              (0.07
              )
              $
              (0.04
              )**Weighted
                  average shares of capital outstanding –****basic**
              
              
              36,674,849
              
              
              21,961,440


See
      accompanying notes of these unaudited condensed financial
      statements.





-4-




**BOOMJ,
      INC.**


**CONDENSED
      STATEMENTS OF CASH FLOWS**


**Unaudited**






**For
                the three**
              **month
                period**
              **ended**
              **March
                31,**
            
            **For
                the three**
              **month
                period**
              **ended**
              **March
                31,****2008**
            
            **2007****Net
                cash used in operating activities**
            
            
            (1,991,887
            )
            
            (418,310
            )**Cash
                flows from investing activities:**Cash paid to purchase property and equipment
            
            
            (71,655
            )
            
            (93,595
            )Net
                cash used in investing activities
            
            
            (71,655
            )
            
            (93,595
            )**Cash
                flows from financing activities:**Issuance of stock - net of offering costs
            
            
            78,400
            
            
            410,000Cash
                received from short term borrowings
            
            
            1,920,000
            
            
            100,000Payment on short term borrowings - related party
            
            
            (25,000
            )
            
            --Net
                cash provided by financing activities
            
            
            1,973,400
            
            
            510,000**Net
                decrease in cash & cash equivalents**
            
            
            (90,142
            )
            
            (1,904
            )**Cash
                & cash equivalents, beginning balance**
            
            
            111,247
            
            
            54,309**Cash
                & cash equivalents, ending balance**
            
            $
            21,105
            
            $
            52,405








See
      accompanying notes of these unaudited condensed financial
      statements.





-5-




**BOOMJ,
      INC.**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**





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





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





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





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




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 preformed in two tranches,
      in
      exchange for $125,000 cash payment at the closing of the Merger, 750,000 shares
      of Principal’s RES Common Stock were cancelled upon receipt of the payment; the
      remaining 750,000 shares of Principal’s RES Common Stock were cancelled upon
      payment to Principal of $125,000 on January 31, 2008. All shares amounts
      presented in these financial statements, unless otherwise noted, reflect the
      recapitalization.




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





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




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




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





RES
      is the legal acquirer as the two entities merged. However, since RES was a
      public shell company 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. Though 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.





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


-6-


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





**Basis
      of Presentation**





The
      condensed financial statements and the notes thereto for the periods ended
      March
      31, 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
      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” and management has determined that currently
      it has no impact on the company’s financial statements.





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





Property
      and equipment at March 31, 2008 consisted of the following:




Office
                and computer equipment
            
            $
            136,386Website
            
            
            684,567Less:
                accumulated depreciation
            
            
            (179,472
            )$
            641,481




Depreciation
      expense for the three-month periods ended March 31, 2008 and 2007 were $41,908
      and 23,688 respectively.




**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 diluted net loss per common share
      were
      8,410,420 at March 31, 2008.





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





Other
      assets primarily consisted of rent and utility deposits of $4,272 and $20,953
      for the Company's Santa Ana and Nevada offices respectively, at March 31, 2008.
      Also included in this line item is $23,868 for credit card
      reserves.




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




Accrued
      expenses consist of the following at March 31, 2008:





Accrued
                website costs
            
            $
            50,000Accrued
                interest
            
            
            53,267Accrued
                payroll and related expenses
            
            
            227,068Other
            
            
            6,803$
            337,138





-7-




In
      December 2006, the Company entered into a contract with Corgenic, Inc for the
      development of the website in exchange for 500,000 shares of Series A
      Convertible 10% Cumulative Preferred Stock ($0.001 par value) at $0.50 per
      share
      with 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 ($500,000) to Centurion Credit Resources, LLC, bearing an
                annual
                interest rate of 12%, secured less discount of $6,797
            
            $
            493,203Note
                payable ($140,000) to Carole Harder bearing an annual interest rate
                of
                12%, unsecured, less discount of $22,361
            
            
            117,639Convertible
                Promissory Notes ($2,280,000), bearing an annual interest rate of
                12%,
                secured, less discount of $354,944
            
            
            1,925,0572,535,899Less:
                current portion
            
            
            (2,535,899
            )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 term of this
      Note is for three calendar months from the issuance with provisions to pay
      interest at 12% per annum in cash monthly from the date of issuance until the
      note is paid. The Company also granted to Centurion a security interest in
      all
      of its assets. A s
      a
      condition precedent to the note holder’s obligations under this Note, the
      Company delivered to Lender (a) an origination fee and reimbursement of Lender’s
      out of pocket costs and expenses in the amount of $19,600, and (b) 404,000 shares
      of the Company’s $.001 par value common stock .
      This
      Note has been guaranteed personally by Robert McNulty, Chairman of
      BOOMj.com. 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 Borrower of the first $2,000,000 in connection with Borrower’s anticipated
      private placement of its common stock. As a condition precedent to modification the
      Company delivered to Lender (a) an origination fee in the amount of $20,000,
      and
      (b) 300,000 shares
      of the Company’s $.001 par value common stock (see Note 9) .
      On
      April 18, 2008 the Company entered into a Second Modification Agreement to
      extend the term of $350,000 of this Note to August 1, 2008 with $150,000
      maturing on April 30, 2008. In addition the Company agreed to a payment of
      $100,000 by April 30, 2008 in consideration for Lender’s acceptance of this
      extension option. As a condition precedent to modification the
      Company delivered to Lender (a) an origination fee in the amount of $25,000,
      and
      (b) 100,000 shares
      of the Company’s $.001 par value common stock .
      During
      May, the Company enter into an extension until May 16 th 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
      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 market price
      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
      $0.001 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.




-8-


On
      December 28, 2007, RES raised $500,000
      in a private offering to accredited investors of its 12% convertible one year
      promissory notes. These securities have a voluntary conversion feature to
      convert into a unit from a contemplated offering, each unit comprising 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
      on
      January 25, 2008 and February 8, 2008 for $1,230,000 and $550,000, respectively.
      Along with these latest offering’s the Company issued warrants to all note
      holders 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 market
      price 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. 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 to the above terms of
      its 12% convertible one year
      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 on a registration statement by the Company on or prior to May
      1,
      2008 filed with the SEC, then the Company shall file a registration statement
      covering all such warrant shares on or prior to May 1, 2008. If (i) a
      registration statement covering all of the note and warrant shares is (a) not
      filed on or before the applicable deadline other than due to the determination
      by the underwriter not to file in its sole discretion based on adverse market
      conditions (“Filing Failure”), or (b) not declared effective by the SEC on or
      before the date that is ninety days following the initial filing of such
      registration statement for any reason other than due to the determination by
      the
      underwriter not to make the registration statement effective in its sole
      discretion based on adverse market conditions (an "Effectiveness Failure")
      then,
      as partial relief for the damages to the Prior Investors (which remedy shall
      not
      be exclusive of any other remedies available at law or in equity), the Company
      shall pay to the note-holders an amount in cash equal to one percent (1.0%)
      of
      the original cash consideration invested by the note-holders for each 30 day
      period during which the registration statement is not effective.




The
      Company recorded $482,051 and $493 as interest expense for the three-month
      periods ended March 31, 2008 and 2007, respectively. Also included in interest
      expense is the amortization of $428,767 of loan origination fees associated
      with
      these notes for the three-month period ended March 31, 2008. There was no loan
      origination fees incurred during the
      three
      month period ended March 31, 2007.





**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. The Company entered into a lease for its technical
      staff in California in December 2006 for occupancy, beginning January 1, 2007.
      In December 2007 the Company entered into a four year lease for 4,560 square
      feet in Henderson, Nevada which houses its corporate office. Total rent expense
      incurred by the Company, which includes the leases above and sundry month to
      month rental expenditures was $58,683 and $12,816 for the three month period
      ended March 31, 2008 and 2007 respectively. The Company has future minimum
      lease
      obligations as follows:




Twelve
                months endingMarch
                31,2008
            
            $
            $124,5952009
            
            
            128,3332010
            
            
            132,1832011
            
            
            101,351Total
            
            $
            486,462




-9-




**NOTE 9** **COMMON
      & 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 to Lender (a) an origination fee in the amount of $20,000,
      and
      (b) 300,000 shares
      of the Company’s $.001 par value common stock . 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, 2007 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 an independent valuation firm 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.





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 an independent valuation firm
      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 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 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. We
      allocated the proceeds from the issuance of this stock and the warrants based
      on
      the proportional fair value for each item. The
      warrants were valued using the Black-Scholes method at
      $0.087 per share. This resulted in a total value of $6,203 assuming a risk-free
      interest rate range of 3.50% based on the note issuance and 71% volatility
      index.





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





On
      March 12, 2008, Nan Parks, an 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 Ms. Parks to
      purchase 40,000 shares of our common stock exercisable at $0.93 per share
      expiring in 2013. We
      allocated the proceeds from the issuance of this note and the warrants based
      on
      the proportional fair value for each item. The
      warrants were valued using the Black-Scholes method at
      $0.139 per share. This resulted in a total value of $5,559 assuming a risk-free
      interest rate range of 3.50% based on the note issuance and 83% volatility
      index.




-10-


**Warrants**





The
      following is a summary of the Company’s outstanding common stock purchase
      warrants as of March 31, 2008:





Outstanding
            
            
            OutstandingExercise
                Price
            December
                31,2007
            Issued
            Exercised
            March
                31, 2008$0.01
            193,920
            0
            (40,000)
            153,920$0.30
            30,300
            0
            --
            30,300$0.50
            101,000
            0
            --
            101,000$0.70
            0
            12,500
            --
            12,500$0.93
            896,429
            3,628,571
            --
            4,525,000$1.00
            58,247
            0
            --
            58,247$2.40
            132,310
            0
            --
            132,3101,412,206
            3,641,071
            (40,000)
            5,013,277




The
      chart above includes in the outstanding December 31, 2007 balance, management’s
      intention to convert warrants previously issued by Boomj.com, Inc. prior to
      the
      merger at the same 2.02 rate the Company exchanged for its common stock. 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 $20,517
      for interest and $0 for income tax during the three months ended March 31,
      2008.
      As of March 31, 2008, prepaid loan included $282,777 of debt related fees which
      were paid by issuing common stock and warrants. The Company also issued warrants
      in connection with debt which reduced the outstanding debt at March 31, 2008
      by
      $483,789. No amounts were paid for taxes or interest during the three month
      period ending March 31, 2007.




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




The
      Company's financial statements are prepared using generally accepted accounting
      principles, which contemplate the realization of assets and liquidation of
      liabilities in the normal course of business. However, the Company has an
      accumulated deficit of $7,587,059 on March 31, 2008 and will need to raise
      additional capital, or obtain financing to continue operations. The financial
      statements do not include any adjustments relating to the recoverability and
      classification of recorded asset amounts or amounts and classification of
      liabilities that might be necessary should the Company be unable to continue
      as
      a going concern.





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





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




On
      April
      4, 2008 the Company issued a zero coupon convertible promissory note to Ryan
      Relations Group LLC in the amount of $110,000 in exchange for receipt of $95,000
      in cash. The convertible promissory note has a maturity date of July 5, 2008
      and
      a conversion price of $1.50 per share.





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.




-11-


On
      April 18, 2008 the Company issued a 12% Convertible Note to Amee Michael Black
      in exchange for $250,000. The term of this Note was for ninety days from the
      issuance with provisions to accrue interest at 12% per annum, due in conjunction
      with the principal. Also,
      included in this note is the issuance of a warrant to purchase 125,000 shares
      of
      our common stock exercisable at $0.70 per share expiring in April 2013, In
      addition there is a conversion option to convert the amount outstanding into
      shares of the Company’s $0.001 common stock at a price of $1.00.





On
      April 24, 2008 the Company issued 12% Convertible Notes to three private
      investors in exchange for $250,000. The term of these notes was for ninety
      days
      from the issuance with provisions to accrue interest at 12% per annum, due
      in
      conjunction with the principal. Also,
      included in these notes is the issuance of a warrant to purchase 125,000 shares
      of our common stock exercisable at $0.70 per share expiring in April 2013, In
      addition there is a conversion
      option, at the option of the note holders, to convert the amount outstanding
      into the shares of the Company’s $0.001 common stock at a price of $1.00 per
      share.





During
      the first week of May, 2008 the Company issued 12% Convertible Notes to six
      private investors in exchange for $307,232. The term of these Notes was for
      ninety days from the issuance with provisions to accrue interest at 12% per
      annum, due in conjunction with the principal. Also,
      included in these notes is the issuance warrants to purchase 137,500 shares
      of
      our common stock exercisable at $0.70 per share expiring in April 2013. In
      addition there is a conversion
      option, at the option of the note holders, to convert the amount outstanding
      into the shares of the Company’s $0.001 common stock at a price of $1.00 per
      share.





**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 Baby Boomers and Generation Jones. On
      the
      Company’s Web site, 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. BOOMj.com provides
      entertainment news ranging from the latest movie reviews, fashions and diets
      to
      show times and ticket sales. BOOMj.com offers a variety of travel services,
      including fare finder, hotel and car rental information, reservations,
      destination information and last minute travel deals. Baby Boomers and
      Generation Jones are able to shop online through Boomj.com’s online store.
      BOOMj.com user/members can buy leading brand name merchandise. 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.




-12-


**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
      recapitalization (the “Reorganization”) in which it issued 34,458,067 shares of
      common stock to the former shareholders of BoomJ.com, Inc. which represented
      a
      majority ownership in 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.





**Results
      of Operations**





We
      reported a net loss of $2,558,668 and $ 771,482 for the three months ended
      March
      31, 2008 and 2007 respectively. The loss in 2008 was principally attributable
      to
      increase in operating costs, as more fully explained in "Operating Expenses"
      below.





**Revenues**





Our
      goal is to generate revenues from the sale of various products to our website
      users and from advertising fees. Revenue for the three-month period ended March
      31, 2008 was $760,949 compared to none during the three month period ended
      March
      31, 2007. This increase in sales is mainly attributed to revenue derived from
      our e-commerce business as new product lines were added to our product
      offerings.





During
      the first quarter ended March 31, 2008, the cost of products sold was $820,818.
      Since we did not generate any revenues during the same fiscal quarter last
      year,
      we did not incur any cost of products sold in the 2007 period. Cost of products
      sold exceeded our revenues as part of our initial roll-out strategy for our
      new
      website and our e-commerce platform. 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 month period ended
      March 31, 2008 were $1,705,439. The increase of $1,289,434 in SG&A expenses
      from the $416,005 reported for the three month period ended March 31, 2007
      is
      attributable to advertising costs incurred in launching our website, increases
      in administrative, technical and marketing personnel and related payroll costs,
      an increase in travel related costs. Our SG&A expenses are expected to
      continue to increase, however, not as rapidly as what we incurred during the
      first three months of the year.





Professional
      fees for the three month period ended March 31, 2008 were $269,423. The largest
      component of professional fees consists of services rendered for legal and
      accounting fees associated with obtaining debt financing. This reflects a
      decrease of $62,315 in professional fees from the $331,738 reported for the
      three-month period ended March 31, 2007. 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.





Depreciation
      expense for the three month period ended March 31, 2008 was $41,908. This
      reflects an increase of $18,220 in depreciation expense from the $23,688
      reported for the three month period ended March 31, 2007. This increase in
      expense is attributable to the amortization of the asset additions during the
      full three month period versus only two months of website amortization incurred
      in the 2007 period as the website became operational in February
      2007.


-13-


Interest
      expense for the three month period ended March 31, 2008 was $482,051 compared
      to
      $493 reported for the three month period ended March 31, 2007. Our increase
      in
      interest expense is due to the loan amortization expense of the loan discount
      of
      $428,767 and cash interest paid and accrued of $53,284 for the three month
      period ended March 31, 2008. The loan discount relates to the sundry loans
      procured by us during late 2007 and early 2008 in order to fund our working
      capital requirements.





**Liquidity
      and Capital Resources**





Cash
      and cash equivalents at March 31, 2008 were $21,105. 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 its 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 $2,558,668, for the three month period ended March 31, 2008. Our current
      liabilities less debt exceeded our current assets by $879,910 at March 31,
      2008
      and negative cash flow from operating activities for the three months ended
      March 31, 2008 was $1,991,887. 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 on-going
      operating expenses. We do not have any bank credit lines. Accordingly, we will
      have to obtain additional funding in the near future in order to continue our
      operations. Although the amount of revenues that we are now generating from
      our
      operations is increasing on a monthly basis, we do not anticipate that we will
      generate sufficient cash from operations to fund our working capital needs
      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, 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 March 31, 2008, the total amount of our
      short-term borrowings was $2,535,899. 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 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.





As
      of March 31, 2008 we had no long-term debt obligations, no capital lease
      obligations, no material purchase obligations or other similar long-term
      liabilities. In addition, we have no financial guarantees, debt or lease
      agreements or other arrangements that could trigger a requirement for an early
      payment or that could change the value of our assets, and we do not engage
      in
      trading activities involving non-exchange traded contracts.




**Operating
      Activities**





Net
      cash used in operating activities for the three month period ended March 31,
      2008 was $1,991,887. This was mainly attributable from the use of cash in
      operations as we establish business and operations.





**Investing
      Activities**





Net
      cash used in investing activities for the three month period ended March 31,
      2008 was $71,655. The company expended cash for purchase of computer and office
      equipment and expenditures related to its Website development.





**Financing
      Activities**





Net
      cash provided by financing activities for the three month period ended March
      31,
      2008 was $1,973,400 due primarily to net cash received from the sale of debt
      securities of $1,920,000. We also received proceeds from the issuance of common
      stock amounting to $78,400. We also paid $25,000 to repay a short term bridge
      loan in January 2008.




-14-


As
      a result of the above activities, we experienced a net decrease in cash of
      $90,142 for the three month period ended March 31, 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**





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 March 31, 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 Securities Exchange Act of 1934, as amended
      (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.





*Internal
      Control over Financial Reporting*





During
      the three months ended March 31, 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.





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. The design of any system
      of controls also is based in part upon assurance that any design will succeed
      in
      achieving its stated goals under all potential future conditions. However,
      controls may become inadequate because of changes in conditions or the degree
      of
      compliance with the policies or procedures may deteriorate. Because of the
      inherent limitations in a cost-effective control system, misstatements due
      to
      error or fraud may occur and not be detected.


-15-





**PART
      II - OTHER INFORMATION**


**Item
      1. Legal Proceedings**





No
      legal
      proceedings have been initiated against us. However, in the matter titled Boomj.com,
      a Nevada corporation, and Linlithgow, a Nevada Limited Liability Company vs.
      George Pursglove that we
      filed in Las Vegas, Nevada, our largest shareholder, Linlithgow Holdings, LLC
      and this company have initiated a lawsuit against Mr. George Pursglove, the
      former President of Boomj.com , Inc. Among other claims, we are alleging that
      Mr. Pursglove breached his confidentiality and non-competition agreement with
      us
      and that he is improperly claiming to be the beneficial owner of 6,666,000
      shares of our common stock.





**Item
      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,
      except that the following risk factor has been updated:





We
      currently have outstanding a $500,000 promissory note that is secured by a
      lien
      on all of the assets of our Subsidiary, which note matures on May 15, 2008.
      Accordingly, unless we repay or renegotiate the terms of this promissory note,
      the holder could foreclose on all of our assets, which would result in the
      termination of our business.





In
      2007
      we issued $500,000 of promissory note to Centurion
      Credit Resources, LLC, which note currently is due and payable on May 15,
      2008. The
      foregoing promissory note is secured by a first priority security interest
      on
      all of the assets of our Subsidiary. Failure to repay this note as required
      could result in the acceleration of the promissory notes and the foreclosure
      of
      the assets of our Subsidiary. We currently do not have the funds available
      to
      repay the note. Centurion has, to date, granted us several extensions on the
      maturity date of this loan. No assurance can, however, be given that Centurion
      will again extend the repayment date of this note, or otherwise forebear from
      accelerating and foreclosing on the pledged assets. If we are unable to repay
      the note in full or obtain an extension or forbearance, Centurion will have
      the
      right to foreclose on the assets of our Subsidiary. Since all of our operations
      are conducted through this Subsidiary, a foreclosure would effectively cause
      us
      to terminate our operations. No assurance can be given that we will be able
      to
      avoid the foreclosure under this note.




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





On
      January 18, 2008, the Promissory Note with Centurion Credit Resources, LLC
      was
      modified to extend the term of this Note for an additional ninety (90) days.
      As
      a condition precedent to modification the
      Company delivered to Lender (a) an origination fee in the amount of $20,000,
      and
      (b) 300,000 shares
      of the Company’s $.001 par value common stock . These
      shares were valued by an independent valuation firm at $0.30 per share for
      a
      total of $90,000. The issuance of securities is exempt from the registration
      requirements of the Securities Act of 1933, as amended (the “Act”),under Section
      4(2) of the Act as transactions by an issuer not involving any public offering,
      or under Rule 506 of Regulation D promulgated under the Securities
      Act.





On
      January 19, 2008, the Company issued a common stock purchase warrant to an
      individual for services rendered in connection with obtaining short term
      financing for the Company. Included
      in this transaction were the issuances of 12,500 warrants exercisable at $0.70
      per share expiring in 2011. 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. The issuance of securities is exempt from the registration requirements
      of the Securities Act of 1933, as amended (the “Act”),under Section 4(2) of the
      Act as transactions by an issuer not involving any public offering, or under
      Rule 506 of Regulation D promulgated under the Securities Act.





On
      January 25 and February 1, 2008, the Company issued 105,000 shares of the
      Company’s common stock to three entities for services rendered in connection
      with extending certain financing for the Company. These shares were valued
      at
      $0.30 per share for a total of $31,500. The issuance of securities is exempt
      from the registration requirements of the Securities Act of 1933, as amended
      (the “Act”),under Section 4(2) of the Act as transactions by an issuer not
      involving any public offering, or under Rule 506 of Regulation D promulgated
      under the Securities Act.




-16-


On
      February 13, 2008, the Company issued 350,000 shares of the Company’s common
      stock to three entities for services rendered in connection with obtain
      financing for the Company in regards to the Convertible 12% Secured Promissory
      Notes offering as referred above. These shares were valued at $0.30 per share
      for a total of $105,000. The issuance of securities is exempt from the
      registration requirements of the Securities Act of 1933, as amended (the
“Act”),under Section 4(2) of the Act as transactions by an issuer not involving
      any public offering, or under Rule 506 of Regulation D promulgated under the
      Securities Act.





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. The issuance of securities is exempt from the registration requirements
      of the Securities Act of 1933, as amended (the “Act”),under Section 4(2) of the
      Act as transactions by an issuer not involving any public offering, or under
      Rule 506 of Regulation D promulgated under the Securities Act.





On
      February 20, 2008, Carole Harder, an accredited investor, acquired 71,429 shares
      of the Company’s common stock at $0.70 per share or $50,000 in cash. Also,
      included in this transaction was the issuance of a warrant to purchase 71,429
      shares of our common stock exercisable at $0.93 per share expiring in 2011. We
      allocated the proceeds from the issuance of this stock and the warrants based
      on
      the proportional fair value for each item. The
      warrants were valued using the Black-Scholes method at
      $0.087 per share. This resulted in a total value of $6,203 assuming a risk-free
      interest rate range of 3.50% based on the note issuance and 71% volatility
      index. The issuance of securities is exempt from the registration requirements
      of the Securities Act of 1933, as amended (the “Act”),under Section 4(2) of the
      Act as transactions by an issuer not involving any public offering, or under
      Rule 506 of Regulation D promulgated under the Securities Act.





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. The issuance of securities is exempt from the registration
      requirements of the Securities Act of 1933, as amended (the “Act”),under Section
      4(2) of the Act as transactions by an issuer not involving any public offering,
      or under Rule 506 of Regulation D promulgated under the Securities
      Act.





On
      March 12, 2008, Nan Parks, 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 Mr. Parks to
      purchase 40,000 shares of our common stock exercisable at $0.93 per share
      expiring in 2013. We
      allocated the proceeds from the issuance of this note and the warrants based
      on
      the proportional fair value for each item. The
      warrants were valued using the Black-Scholes method at
      $0.139 per share. This resulted in a total value of $5,559 assuming a risk-free
      interest rate range of 3.50% based on the note issuance and 83% volatility
      index. The issuance of securities is exempt from the registration requirements
      of the Securities Act of 1933, as amended (the “Act”),under Section 4(2) of the
      Act as transactions by an issuer not involving any public offering, or under
      Rule 506 of Regulation D promulgated under the Securities Act.





On
      March 21, 2008 the Company issued a 12% Convertible Note to Carole Harder in
      exchange for $140,000. The term of this Note was for three hundred sixty-five
      days (365) days from the issuance with provisions to pay interest at 12%, in
      cash. Also,
      included in this note is the issuance of a warrant to purchase 200,000 shares
      of
      our common stock exercisable at $0.93 per share expiring in 2013, which was
      valued using the Black-Scholes method at
      $0.136 per share. This resulted in a total value of $27,288 assuming a 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
      $0.001 common stock. We
      allocated the proceeds from the issuance of this note and the warrants based
      on
      the proportional fair value for each item. The issuance of securities is exempt
      from the registration requirements of the Securities Act of 1933, as amended
      (the “Act”),under Section 4(2) of the Act as transactions by an issuer not
      involving any public offering, or under Rule 506 of Regulation D promulgated
      under the Securities Act.





**Item
      3. Defaults Upon Senior Securities**





None.




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





None.




-17-


**Item
      5. Other Information**





None.





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








**Exhibit
                No.**
            
            **Description
                of Document**3.2
            
            Amendment
                to Articles of Incorporation (name change)(1)10.1
            
            Agreement
                and Plan of Reorganization (2)10.2
            
            Employment
                Agreement Wendy Borow-Johnson (3)10.3
            
            Property
                Lease - Santa Ana, California (2)10.4
            
            Property
                Lease - Henderson, Nevada (2)31.1
            
            Certification
                of Chief Executive Officer31.2
            
            Certification
                of Chief Financial Officer (Principal Accounting
                Officer)32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer (Principal
                Accounting Officer) pursuant to Section 906 of the Sarbanes-Oxley
                Act of
                2002, 18 U.S.C. Section 1350


________________________________


(1)  Previously
      filed as an exhibit to the Company’s Annual Report Form 10-KSB filed, February
      7, 2008), which exhibit is hereby incorporated herein by reference.





(2)  Previously
      filed as an exhibit to the Company’s Current Report on Form 8-K on January 4,
      2008, which exhibit is hereby incorporated herein by reference.





(3)  Previously
      filed as an exhibit to the Company’s Current Report on Form 10-KSB on April 4,
      2008, which exhibit is hereby incorporated herein by reference.





-18-




**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 15 th day of May, 2008.




By:
            /**s/
                Robert J. McNulty**Robert
                J. McNulty, Chief Executive Officer




In
      accordance with the Securities and Exchange Act of 1934, this report has been
      signed below by the following persons on behalf of the registrant in the
      capacities and the dates indicated.




**SIGNATURES**
            
            **TITLE**
            **Date****/s/
                Robert J. McNulty**
            
            Chief
                Executive Officer and
            May
                15, 2008Robert
                J. McNulty
            
            Chairman
                of the Board and Chief(Principal
                Executive Officer)**/s/
                Mark V. Noffke**
            
            Chief
                Financial Officer
            May
                15, 2008Mark
                V Noffke
            
            (Principal
                Accounting Officer andPrincipal
                Financial Officer)**/s/
                Murray Williams**
            
            Director
            May
                15, 2008Murray
                Williams




-19-