**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 **June
      30, 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
      August 13, 2008, there were outstanding 39,923,190 shares of the registrant’s
      common stock.








**BOOMJ,
      INC.**


**FORM
      10-Q FOR THE QUARTER ENDED June 30, 2008**




Table
      of
      Contents





**Page****PART
                      I FINANCIAL INFORMATION**Item
                      1.   Unaudited Interim Financial StatementsCondensed
                      Balance Sheet at June 30, 2008 (Unaudited)
                  3Condensed
                      Statements of Operations for the Three Month Period ended June
                      30, 2008
                      & 2007 (Unaudited)
                  4Condensed
                      Statements of Operations for the Six Month Period ended June
                      30, 2008
                      & 2007 (Unaudited)
                  5Condensed
                      Statements of Cash Flows for the Six Month Period ended June
                      30, 2008
                      & 2007 (Unaudited)
                  6Notes
                        to the Condensed Financial Statements (Unaudited)
                  7
                      -
                      13Item
                      2.   Management's Discussion and Analysis of Financial
                      Condition and Results ofOperations
                  14 - 17Item
                      3.****Quantitative
                      and Qualitative Information About Market Risk
                  17Item4T.
                      Controls and Procedures
                  17**PART
                      II OTHER INFORMATION**Item
                      1.   Legal Proceedings
                  18Item
                      1A.
                      Risk Factors
                  18Item
                      2.   Unregistered Sales of Equity Securities
                  18Item
                      3.    Defaults upon Senior Securities
                  19Item
                      4.   Submission of Matters to Vote of Security
                      Holders
                  19Item
                      5.   Other Information
                  19Item
                      6. Exhibits
                  19SIGNATURES
                  20








**BOOMJ,
      INC.**


**CONDENSED
      BALANCE SHEET**


**As
      of June 30, 2008**


**Unaudited**





**ASSETS**Current
                assets :Cash
            
            $
            36,588Accounts
                receivable
            
            
            36,510Prepaid
                loan cost
            
            
            288,291Other
                current assets
            
            
            33,497Total
                current assets
            
            $
            394,886Property,
                website and computer equipment
            
            
            827,520Less:
                Accumulated depreciation and amortization
            
            
            (224,144
            )Property,
                website and equipment - net
            
            $
            603,376Other
            
            
            48,969Total
                assets
            
            $
            1,047,231**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**Current
                liabilities :Short
                term borrowings
            
            $
            4,197,477Accounts
                payable - trade
            
            
            1,067,449Accrued
                expenses
            
            
            378,086Deferred
                Revenue
            
            
            7,500Total
                current liabilities
            
            $
            5,650,512Commitments
                and contingencies**Stockholders’
                Deficit :**Common
                stock, $0.001 par value, 75,000,000 shares authorized,37,596,188issued and outstanding
            
            
            37,596Additional
                paid in capital
            
            
            5,342,762Accumulated
                deficit
            
            
            (9,983,639
            )Total
                Stockholders' deficit
            
            $
            (4,603,281
            )Total
                Liabilities and Stockholders' Deficit
            
            $
            1,047,231





See
      accompanying notes of these unaudited condensed financial
      statements.


-
          3 -





**BOOMJ,
      INC.**


**CONDENSED
      STATEMENTS OF OPERATIONS**


**Unaudited**


**For
                  the three**
                **month
                  period**
                **ended**
                **June
                  30,**
              
              **For
                  the three**
                **month
                  period**
                **ended**
                **June
                  30,****2008**
              
              **2007****Revenues**
              
              $
              59,264
              
              $
              1,038**Operating
                  expenses**Cost
                  of products sold
              
              $
              63,665
              
              $
              992Selling general & administrative
              
              
              1,195,913
              
              
              601,599Selling
                  general & administrative - related party
              
              
              42,265
              
              
              58,539Professional fees
              
              
              479,886
              
              
              196,519Depreciation and amortization
              
              
              44,673
              
              
              36,583Total
                  costs and operating expenses
              
              $
              1,826,402
              
              $
              894,232Loss
                  from operations
              
              
              (1,767,138
              )
              
              (893,194
              )**Non-operating
                  income (expense)**Interest expense
              
              
              (629,459
              )
              
              (1,670
              )Interest income
              
              
              17
              
              
              1,249Total
                  non-operating expense, net
              
              $
              (629,442
              )
              $
              (421
              )**Loss
                  from operations before income taxes**
              
              
              (2,396,580
              )
              
              (893,615
              )Provision
                  for income tax
              
              
              —
              
              
              —**Net
                  loss**
              
              $
              (2,396,580
              )
              $
              (893,615
              )Net
                  loss available to common stockholders
              
              $
              (2,396,580
              )
              $
              (893,615
              )**Basic
                  and diluted net loss per common share**
              
              $
              (0.06
              )
              $
              (0.04
              )**Weighted
                  average shares of capital outstanding - basic**
              
              
              37,241,183
              
              
              23,439,152





See
      accompanying notes of these unaudited condensed financial
      statements.


-
          4 -





**BOOMJ,
      INC.**


**CONDENSED
      STATEMENTS OF OPERATIONS**


**Unaudited**


**For
                  the six**
                **month
                  period**
                **ended**
                **June
                  30,**
              
              **For
                  the six**
                **month
                  period**
                **ended**
                **June
                  30,****2008**
              
              **2007****Revenues**
              
              $
              820,213
              
              $
              1,038**Operating
                  expenses**Cost
                  of products sold
              
              $
              884,483
              
              $
              992Selling general & administrative
              
              
              2,842,360
              
              
              944,062Selling
                  general & administrative - related party
              
              
              101,257
              
              
              132,081Professional fees
              
              
              749,309
              
              
              528,257Depreciation and amortization
              
              
              86,581
              
              
              60,271Total
                  costs and operating expenses
              
              $
              4,663,990
              
              $
              1,665,663Loss
                  from operations
              
              
              (3,843,777
              )
              
              (1,664,625
              )**Non-operating
                  income (expense)**Interest expense
              
              
              (1,111,510
              )
              
              (2,163
              )Interest income
              
              
              39
              
              
              1,691Total
                  non-operating expense, net
              
              $
              (1,111,471
              )
              $
              (472
              )**Loss
                  from operations before income taxes**
              
              
              (4,955,248
              )
              
              (1,665,097
              )Provision
                  for income tax
              
              
              —
              
              
              —**Net
                  loss**
              
              $
              (4,955,248
              )
              $
              (1,665,097
              )Net
                  loss available to common stockholders
              
              $
              (4,955,248
              )
              $
              (1,665,097
              )**Basic
                  and diluted net loss per common share**
              
              $
              (0.13
              )
              $
              (0.07
              )**Weighted
                  average shares of capital outstanding - basic**
              
              
              36,958,016
              
              
              22,704,378




See
      accompanying notes of these unaudited condensed financial
      statements.


-
          5 -





**BOOMJ,
      INC.**


**CONDENSED
      STATEMENTS OF CASH FLOWS**


**Unaudited**


**For
                  the six**
                **month
                  period**
                **ended**
                **June
                  30,**
              
              **For
                  the six**
                **month
                  period**
                **ended**
                **June
                  30,****2008**
              
              **2007****Net
                  cash used in operating activities**
              
              
              (3,603,201
              )
              
              (1,287,381
              )**Cash
                  flows from investing activities:**Cash paid to purchase property and equipment
              
              
              (78,223
              )
              
              (124,781
              )Net
                  cash used in investing activities
              
              
              (78,223
              )
              
              (124,781
              )**Cash
                  flows from financing activities:**Issuance of stock - net of offering costs
              
              
              93,533
              
              
              1,572,320Cash
                  received from short term borrowings
              
              
              3,538,232
              
              
              100,000Payment on short term borrowings - related party
              
              
              (25,000
              )
              
              —Net
                  cash provided by financing activities
              
              
              3,606,765
              
              
              1,672,320**Net
                  decrease in cash & cash equivalents**
              
              
              (74,659
              )
              
              260,158**Cash
                  & cash equivalents, beginning balance**
              
              
              111,247
              
              
              54,309**Cash
                  & cash equivalents, ending balance**
              
              $
              36,588
              
              $
              314,467





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 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 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. 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 is in the process
      of
      retrieving and canceling 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 financial statements and the notes thereto for the periods ended
      June
      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
      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”.





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





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




Office
                and computer equipment
            
            $
            142,954Website
            
            
            684,566Less:
                accumulated depreciation
            
            
            (224,144
            )$
            603,376




Depreciation
      expense for the three months and six months periods ended June 30, 2008 were
      $44,673 and 86,581 compared to $36,583 and $60,271 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 diluted net loss per common share was 10,847,053
      at
      June 30, 2008.





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





Other
      assets primarily consisted of rent and utility deposits of $7,347 and $17,753
      for the Company's Irvine and Nevada offices respectively, at June 30, 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 June 30, 2008:





Accrued
                website costs
            
            $
            50,000Accrued
                interest
            
            
            149,872Accrued
                payroll and related expenses
            
            
            131,477Other
            
            
            46,737$
            378,086





-
          8 -





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.
            
            $
            500,000Note
                payable ($140,000) to Carole Harder bearing an annual interest rate
                of
                12%, unsecured, less discount of $16,652
            
            
            123,348Convertible
                Promissory Notes ($2,255,000), bearing an annual interest rate of
                12%,
                secured, less discount of $237,188
            
            
            2,017,812Ninety
                (90) day Short Term Bridge Notes ($1,618,232), bearing an annual
                interest
                rate 12%, unsecured, less discount of $61,915
            
            
            1,556,3174,197,477Less:
                current portion
            
            
            (4,197,477)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 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 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.





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.


-
          9 -





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
      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 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% 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, for reasons other
      than due to the determination by the underwriter not to file in its sole
      discretion based on adverse market conditions (“Filing Failure”), or if
      such
      registration statement is 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 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 is reported in accrued expenses at June 30, 2008.




On
      May
      29, 2008, one of the note-holders from the January investment converted their
      $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
      the fiscal
      quarter ended June 30, 2008, the
      Company entered into several short term
      (ninety-day) unsecured, 12% promissory notes
      with 25 accredited investors for a total of $ 1,618,232. 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 market price 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. 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.





The
      Company recorded as interest expense for the three months and six months periods
      ended June 30, 2008, $629,459 and $1,111,510 compared to $1,670 and $2,163
      for
      the same periods in 2007. Also included in interest expense is the amortization
      of $463,817 and $892,584 of loan origination fees associated with these notes
      for the three and six month period ended June 30, 2008, respectively.


-
            10 -




**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 $51,589 and $110,272 for the three and six month period ended June 30,
      2008
      respectively. The Company has future minimum lease obligations as
      follows:





Twelve
                months ending
              June
                30,2008
            
            $
            155,0222009
            
            
            129,2882010
            
            
            133,1672011
            
            
            67,567Total
            
            $
            485,044





**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 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.


-
          11 -





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. 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.





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 $.001 par value 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 $0.001 par value
      common stock.





On
      June
      2, 2008 the Company issued 428,572 shares of the Company’s $0.001 par value
      common stock, to one of the 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. These shares were valued based on the services provided by
      this
      vendor at $0.70 per share.





During
      the month of June 2008 the Com pany
      issued 15,938 shares of its common stock for $15,133 to foreign
      investors .





**Warrants**





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





Outstanding
            
            
            
            
            
            OutstandingExercise
                Price
            
            December 31,2007
            
            Issued
            
            Exercised
            
            June 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
            
            
            766,616
            
            
            —
            
            
            766,616$0.93
            
            
            896,429
            
            
            3,628,572
            
            
            —
            
            
            4,525,001$1.00
            
            
            58,247
            
            
            100,000
            
            
            —
            
            
            158,247$2.40
            
            
            132,310
            
            
            —
            
            
            —
            
            
            (1)
                132,3101,412,206
            
            
            4,495,188
            
            
            (40,000
            )
            
            5,867,394








(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 June 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.


-
          12 -





**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 $13,937
      and 34,454 for the three and six months ended June 30, 2008 for interest. The
      Company had zero payments for income tax during the three and six months ended
      June 30, 2008. As of June 30, 2008, prepaid loan fees included $115,044 (net
      of
      amortization) 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 June 30, 2008 by $315,755. No amounts were
      paid
      for taxes or interest during the three and six month period ending June 30,
      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 $9,983,639 on June 30, 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**




In
      July
      and early August 2008, the Company raised $2,025,000 in a private offering
      to
      accredited investors of its 12% secured convertible promissory notes. The
      purchasers of the foregoing convertible promissory notes also were issued
      five-year common stock purchase warrants that grant the purchasers the right
      to
      acquire up to an aggregate of 2,892,857 shares of the Company’s common stock.
      The notes are convertible at a conversion price of $0.70, and the warrants
      are
      exercisable at a price of $0.93 per share. In addition, as partial consideration
      for the sale of the foregoing securities,
      the
      Company 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 warrants vested
      immediately and expire in five years.The
      Company has also granted, to these investors, a security interest in all of
      its
      assets. The notes mature on July 31, 2009.





On June
      23, 2008 Centurion
      Credit Resources  entered
      a
      judgment against the Company and Mr. McNulty for the entire principal amount
      of
      the unpaid $500,000 loan, plus interest. On July 9, 2008, the Company satisfied
      the entire judgment by paying in full all amounts specified in the
      judgment.





During
      July 2008, we issued additional convertible ninety-day notes having an aggregate
      principal balance of


$115,000
      and previously outstanding notes having an outstanding balance of 1,598,232
      were
      converted into 1,598,232 shares of common stock. Accordingly, as of July 31,
      2008, the remaining outstanding principal balance of these short-term promissory
      notes (ninety-day notes) was approximately $135,000.





During
      the month of July and the first part of August 2008 the
      Company issued 137,185 shares of its common stock for $138,535 to foreign
      investors in a private transaction. Also
      in
      August two entities exercised their option and converted their outstanding
      warrants into 337,777 shares of the Company’s $0.001 par value common
      stock.


-
          13 -





**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.





**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. 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.


-
          14 -





**Results
      of Operations**





We
      reported a net loss of $2,396,580 and $4,955,248 for the three and six months
      ended June 30, 2008 compared to net losses of $893,615 and $1,665,097 reported
      in 2007. As more fully explained in "Operating Expenses" below, the new losses
      in 2008 were principally attributable to increases in operating costs, and
      to
      the delay in certain revenue generation activities .





**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 and six month period ended
      June
      30, 2008 was $59,264 and $820,213 compared to $1,038 for both the three and
      six
      month period ended June 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 $820,000 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 the period covered by this Quarterly Report). 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 $760,949 in the first fiscal quarter, to only $59,264 in the second fiscal
      quarter. Since the end of the second fiscal quarter, we have raised additional
      funds, and our e-commerce operations are now again operational. Accordingly,
      now
      that we have fully resumed our e-commerce operations, we anticipate that our
      revenues will be significantly higher in future fiscal quarters. During the
      first two quarters of 2007, we were still establishing our on-line business
      and,
      accordingly, did not have significant revenues .





During
      the three and six month period ended June 30, 2008, the cost of products sold
      was $63,655 and $884,483, respectively. This compares to $992 reported for
      both
      the three and six month period ended June 30, 2007. Since we generated minuscule
      revenues during the same fiscal quarter last year, we incurred very little
      cost
      of products sold in the 2007 period. Cost of products sold exceeded our revenues
      in 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 $20,000 during the second 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 six month
      period ended June 30, 2008 were $1,238,051 and $2,943,617, respectively. This
      is
      an increase of $577,913 and $1,867,474 in SG&A expenses from the $660,138
      and $1,076,143 reported for the three and six month period ended June 30,
      2007and is attributable to 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. Our SG&A expenses
      are expected to continue to increase as our company develops, however, not
      as
      rapidly as what we incurred during the first six months of the year.





Professional
      fees for the three and six month period ended June 30, 2008 were $479,886 and
      $749,309, respectively. This is an increase of $283,493 and $221,052 in
      professional fees from the $196,519 and $528,257 reported for the three and
      six
      month period ended June 30, 2007. The largest component of professional fees
      presented in the second 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.





Depreciation
      expense for the three and six month period ended June 30, 2008 was $44,673
      and
      $86,581, respectively. This reflects an increase of $8,090 and $26,310 in
      depreciation expense from the $36,583 and $60,271 reported for the three and
      six
      month period ended June 30, 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 during the first quarter
      in the 2007 period as the website became operational in February
      2007.


-
          15 -





Interest
      expense for the three and six month period ended June 30, 2008 was $629,429
      and
      $1,111,510, respectively, compared to $1,670 and $ 2,163 reported for the three
      and six month period ended June 30, 2007. Our increase in interest expense
      is
      due to loan fees and loan discount amortization expenses of $684,719 related
      to our newly issued promissory notes, as well as cash
      interest paid and accrued of $52,767 and $161,961 for the three and six month
      periods ended June 30, 2008. The loan discount relates to the various 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 June 30, 2008 were $36,588. 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
      $2,396,580 and $4,955,248, for the three and six month period ended June 30,
      2008, respectively. Our current liabilities exceeded our current assets by
      $5,255,626 at June 30, 2008 and negative cash flow from operating activities
      for
      the six months ended June 30, 2008 was $3,603,201. 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 from that
      line
      of our business ,
      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 June 30, 2008, the total amount of our
      short-term borrowings was $4,513,232. However,
      since June 30, 2008, we issued additional convertible ninety-day notes having
      an
      aggregate principal balance of $ 115,000 and additional one-year secured
      convertible notes in an aggregate principal amount of $2,025,000. This increase
      in indebtedness was partially offset by the conversion of $1,635,000 of
      previously outstanding notes (these notes, having an outstanding balance of
      principal and interest of $1,635,600, were converted into 1,635,600 shares
      of
      common stock). As of July 31, 2008, the outstanding principal balance of these
      ninety-day notes was approximately $135,000. Most
      of
      the one- year 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.





As
      of
      June 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. 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 six month period ended June 30, 2008 and
      2007 was $3,603,201 and $1,287,381. This increase was mainly attributable from
      the use of cash in operations as we further established our business and
      operations.


-
          16 -





**Investing
      Activities**





Net
      cash
      used in investing activities for the six month period ended June 30, 2008 and
      2007 was $78,223 and $124,781, respectively. 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 six month period ended June 30, 2008
      and 2007 was $3,606,765 due primarily to net cash received from the sale of
      debt
      securities of $3,538,000. We also received $93,533 from the
      issuance of common stock and paid
      $25,000 to repay a short term bridge loan in January 2008.





As
      a
      result of the above activities, we experienced a net decrease in cash of $74,659
      and for the six month period ended June 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**





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 June 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 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.





*Changes
      in Internal Control over Financial Reporting*





During
      the three months ended June 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.





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.


-
          17 -





**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.





**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 :




*Our
        failure to repay approximately $4,280,000 of short-term secured indebtedness
        could result in the loss of our assets and our ability to continue to
        operate.*




As
      of the
      date of this filing, we currently have outstanding $4,280,000 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.  These
      notes 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 September 30, 2008. Our capital requirements in connection with our
      expanding commercial operations have been and will continue to be significant.
      We will require additional funds to continue to market our website, offer a
      broader range of products on our e-commerce site, and 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.





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





On
      April
      18, 2008 we entered
      into a Second Modification Agreement with Centurion Credit Resources,
      LLC with
      respect to the $500,000 loan made to us by Centurion Credit. As consideration
      for the Second Modification, we paid Centurion Credit Resources (a) an
      origination fee in the amount of $25,000, and (b) issued 100,000
      shares of our common
      stock to
      Centurion .
      The
      issuance of securities was exempt
      from the registration requirements of the Securities Act of 1933, as
      amended , under
      Section 4(2) of the Securities Act
      as
      transactions by an issuer not involving any public offering .





On
      May
      29, 2008 one of holders of
      our
      convertible promissory notes converted
      the principal and interest of the note
      into 37,182 shares of common
      stock. 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
      June
      2, 2008 we issued
      428,572 shares of common
      stock to one
      of our
      service providers in consideration of technical and administrative assistance provided
      to us with regard to our e-commerce platform. The services included desktop
      support, back office, system architecture, design and implementation. These
      shares were valued based on the services provided by this vendor at $0.70 per
      share. The issuance of securities is exempt from the registration requirements
      of the Securities Act , under
      Section 4(2) of the Securities Act
      as a
      transaction not
      involving any public offering .





During
      the month of June 2008,
      we issued
      15,938 shares of common stock to six
      foreign investor s
      in
      consideration of $ 15,133.
      This issuance was exempt from registration based on an exemption provided by
      Section 4(2) of the Securities Act or Regulation S thereunder .


-
          18 -





**Item
      3. Defaults Upon Senior Securities**





In
      2007,
      we obtained a $500,000 secured loan from Centurion Credit Resources, LLC. The
      maturity date of this loan was extended several times (our final request was
      for
      an extension to May 16, 2008). Although Centurion Credit accepted the $5,000
      payment we made for the May 16, 2008 extension of the maturity date, Centurion
      Credit claimed that the extension was not valid, and on June 23, 2008 Centurion
      Credit Resources entered a judgment in the Supreme Court of New York against
      the
      company and Mr. McNulty 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.




**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**10.1
            
            FormofSeries
                A Common Stock Purchase Warrant.10.2
            
            Form
                of SubscriptionAgreementdated as of July 2008, by and among the Company and the Subscribers
                named
                therein.10.3
            
            Form
                of Secured Convertible Note.10.4
            
            Form
                of Guaranty,dated
                July 2008, by BoomJ.com, Inc.10.5
            
            Collateral
                Agent Agreement, dated as of July 2008, by and among BoomJ.com, Inc.,
                the
                Subscribers and the Company.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.


-
          19 -





**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 13 th day of
      August 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.


-
          20 -