---

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# UNITED STATES
                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        WASHINGTON, D.C. 20549

---

# FORM 10-K

(Mark One)

|[X] | ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|--- | -------------------------------------------------------------------------------

For the fiscal year
ended December 31, 2007

|[_] | TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|--- | -----------------------------------------------------------------------------------

For the transition
period from _______ to ______

# Commission file
number: 000-52558

|DISABOOM, INC                                 
|----------------------------------------------
|(Name of small business issuer in its charter)

|Colorado                                                        | 20-5973352                       
|--------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of 
incorporation or organization) | (IRS Employer
Identification No.)

|7730 E. Belleview Ave, Suite A-306Greenwood Village, CO     80111
|-----------------------------------------------------------------
|(Address of principal executive offices)  (Zip Code)             

Registrants
telephone number, including area code:   (720) 407-6530

# Securities registered
pursuant to Section 12(b) of the Exchange Act:   None

# Securities registered
pursuant to Section 12(g) of the Exchange Act:

Common Stock(Title
of Class)

Check
whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act: [_]

Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past twelve (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 [_]

Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no
disclosure will be contained, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [_]

Indicate by check mark whether the
Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company (as defined in Exchange Act Rule 12b-2).

|                              |                         |                                                                          |                              
|----------------------------- | ----------------------- | ------------------------------------------------------------------------ | -----------------------------
|Large accelerated filer   [_] | Accelerated
filer   [_] | Non-accelerated filer   [_](Do not check if a smaller reporting company) | Smaller Reporting
Company [X]

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [_] No
[X]

---



The aggregate market value of the
common stock held by non-affiliates of the Registrant as of June 29, 2007 was
approximately $9,669,500 based upon the closing sale price of the Registrants Common
Stock on such date, as reported on the NASD OTC-Bulletin Board. Shares of Common Stock
held by each executive officer and director and each person owning more than 10% of the
outstanding Common Stock of the Registrant have been excluded in that such persons may be
deemed to be affiliates of the Registrant. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

The number of shares outstanding of
the Registrants Common Stock, as of March 18, 2008, was 39,763,080 shares.

2

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# PART I

Cautionary Statement
about Forward-Looking Statements

This
Form 10-K contains forward-looking statements regarding future events and the
Companys future results that are subject to the safe harbors created under the
Securities Act of 1933 (the Securities Act) and the Securities Exchange Act of
1934 (the Exchange Act). These statements are based on current expectations,
estimates, forecasts, and projections about the industry in which the Company operates and
the beliefs and assumptions of the Companys management. Words such as
expects, anticipates, targets, goals,
projects, intends, plans, believes,
seeks, estimates, continues, may,
variations of such words, and similar expressions are intended to identify such
forward-looking statements. In addition, any statements that refer to projections of the
Companys future financial performance, the continuing development of the
Companys website, the prospects for selling advertising on the website and new
visitors and visitor page views related to advertising agreements, the Companys
anticipated growth and potentials in its business, and other characterizations of future
events or circumstances are forward-looking statements. Readers are cautioned that these
forward-looking statements are only predictions and are subject to risks, uncertainties,
and assumptions that are difficult to predict, including those identified elsewhere
herein, including under Risk Factors. Therefore, actual results may differ
materially and adversely from those expressed in any forward-looking statements.

The
Company is under no duty to update any of these forward-looking statements after the date
of this report. You should not place undue reliance on these forward-looking statements.

# ITEM 1. DESCRIPTION OF
BUSINESS

Overview

We
were incorporated under the laws of the State of Colorado on September 5, 2006. We are in
the business of developing, operating, and marketing an interactive online community
dedicated to constantly improving the way people with disabilities or functional
limitations live their lives. This interactive community serves as a comprehensive online
resource not only for people living with such conditions, but their immediate families and
friends, caregivers, recreation and rehabilitation providers, and employers. The Company
released a beta version of the website on August 15, 2007, released a limited availability
version on September 1, 2007, released the general availability version of the website on
October 1, 2007, and released our version 2.0 product on January 24, 2008. Our
headquarters are located at 7730 E. Belleview Ave., Suite A-306, Greenwood Village, CO
80111. Our company website is www.disaboom.com.

There
are more than 54 million American adults living with disabilities or functional
limitations today in the United States alone, and over 650 million worldwide. We believe
Disaboom offers a new solution to the difficulties faced by this previously untapped
market. Persons living with disabilities or functional limitations have unique needs, as
do the people in their lives who are directly affected by such disabilities or functional
limitations. Founded by a doctor, and himself a member of the disability community, built
by internet industry veterans, and regularly incorporating the feedback of tens of
thousands of users, Disaboom.com brings together content and tools ranging from
specialized health information to social networking to daily living resources in a single
interactive community.

3

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We
promote the trademarked name of our website, Disaboom.com, by primarily implementing a
combination of national and regional advertising campaigns, both online and offline, as
well as organic and direct response marketing intended to encourage people to visit our
site. We believe that with the present absence of a comprehensive, community-oriented
website specifically for people living with or directly affected by disabilities or
functional limitations, this untapped target audience will visit and participate in our
community, and contribute to its growth and success.

Our Target Market

Approximately
16% of the American adult population lives with a disability that makes it difficult to
perform functional activities such as walking, climbing stairs, reaching, or lifting and
carrying objects. About 7.6 million adults experience difficulty dressing, bathing, or
simply getting around their home, while 18.2 million Americans are unable to even leave
their homes without help. We believe that not only do the millions of persons living with
disabilities or functional limitations have a need and desire for a comprehensive resource
aimed at their unique needs, but their immediate family, friends, caregivers, recreation
and rehabilitation providers, and employers can also utilize such a comprehensive
resource. An estimated one in three Americans is either living with or directly affected
by a disability or functional limitation.

Our Product

We
believe that we are currently the only comprehensive, interactive online community
dedicated to serving the specific needs of persons living with or directly affected by a
disability or functional limitation. Disaboom.com is not solely a medical information
website providing healthcare content about a particular condition or diagnosis, but a
community based website and comprehensive resource addressing a broad range of topics and
issues related to living with a disability or functional limitation. The
primary components of our website are content, community, and microsites, each of which
serve as a gateway and complementary resource to the other.

Content

Disaboom.com
provides a broad spectrum of authoritative, frequently updated, and useful information
designed to help people understand how to live most effectively with their specific
disability related condition. Visitors have the option of starting with an in depth
initial diagnosis and condition overview (the Core Knowledge content),
including the most recent medical developments, or going directly to information that
answers questions about their daily living needs. All articles are archived permanently on
the site, and are searchable by title, author, most recently published, and most
comments. The content component of the site is organized into two broad sections
 Living and Health.

The
Livingsection of our website focuses on providing people living with a disability
or functional limitation the information and resources they need to engage in the daily
challenges, opportunities, and activities of their lives. It provides people directly
affected by a disability or functional limitation (e.g., caregivers, immediate family or
friends, rehabilitation providers, etc.) the information and resources they need to
understand, support and engage in the daily activities of the life of the person living
with the disability or functional limitation, and their own lives. The Living section is
currently composed of the following channel categories:

| |  | Entertainment
| | - | -------------

| |  | Lifestyle
| | - | ---------

| |  | In
The News
| | - | -----------

| |  | Support
& Services
| | - | ------------------

| |  | Media
Room
| | - | ----------

4

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The types of information included in
each of these channel categories are:

Entertainment.
           The entertainment category provides up-to-date articles, reviews,
          interviews, and insider commentary in the areas of Television, Movies, Books,
          and Music  from both disability and mainstream perspectives.

Lifestyle.
             Topics in the Lifestyle area
currently include Accessible Home, Aging with a           Disability, Assistive
Technology, Caregiving, Dating and Relationships, Military           Life, Parenting and
Family, Sports and Recreation, and Travel and           Transportation. Lifestyle
includes feature articles, how-to pieces, personal           narratives, individual
profiles, and short, actionable info briefs.          Examples of these types
of articles are Functional Kitchens Have Universal           Appeal, Tired
of Typing? Try Talking to Your PC,          Im an Ironman, (a
profile of Trish Downing, the first female           paraplegic to compete in an
Ironman-length triathlon), and How to Talk to           Your Doctor about Pain.

In
The News.   The news category features current health-related news articles.

Support
& Services.    The resource center provides basic but critical information such as
Disability-Related Benefits, Disability-Related Laws, Emergency Preparedness,
Organizations, and Disability-Related Information Resources.

Media
Room.    The Media Room is the video component of the website, where various
Disaboom-produced videos are available for viewing by site visitors. These may include
promotional videos, event-related videos, or professionally-produced videos that Disaboom
partners have created to share with the Disaboom community (user generated videos are
viewable through member blogs and are not included with the videos featured in the Media
Room).

The
Health section of our website provides comprehensive medical information and education on
disability-related conditions. It enables people living with, or directly affected by a
disability or functional limitation, including the newly-diagnosed, to better understand
their conditions, their treatment options, and what they need to know from a health
perspective for their day-to-day lives. The Health section is not a series of simple
medical briefs or summaries about a particular condition, but a comprehensive medical
resource providing authoritative information written by medical experts on:

| |  | Amyotrophic
lateral sclerosis (ALS, or Lou Gehrig's Disease)
| | - | ------------------------------------------------------------

| |  | Brain
and traumatic brain injuries
| | - | ----------------------------------

| |  | Fibromyalgia
| | - | ------------

| |  | Multiple
sclerosis
| | - | ------------------

| |  | Muscular
dystrophy
| | - | ------------------

| |  | Amputations
(upper and lower extremities of adult and pediatric)
| | - | ----------------------------------------------------------------

| |  | Orthopedics
(hip replacements, knee replacements, back surgery)
| | - | ---------------------------------------------------------------

| |  | Arthritis
Center (includes osteoarthritis, rheumatoid arthritis, gout, pseudogout, ankylosing
spondylitis, reactive arthritis and reiters arthritis, psoriatic arthritis,
enteropathic arthritis, Lyme disease and other infectious arthritis)
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Depression
| | - | ----------

5

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| |  | Pain
Center (includes Pain  overview, fibromyalgia, back pain, neck pain, shoulder pain,
sciatica, herniated disc, myofascial pain, phantom pain, reflex sympathetic dystrophy as
well as complex regional pain syndrome, depression and pain (one topic)
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Parkinsons
disease
| | - | -------------------

| |  | Pediatrics
(spina bifida, cerebral palsy, brachial plexus palsy)
| | - | ----------------------------------------------------------------

| |  | Spinal
cord injuries (includes sexuality and fertility)
| | - | -------------------------------------------------------

| |  | Sports
concussion
| | - | -----------------

| |  | Stroke
and stroke prevention
| | - | ----------------------------

| |  | Vertigo
(dizziness)
| | - | -------------------

| |  | Visual
deficits & rehabilitation
| | - | --------------------------------

| |  | Women's
health (includes osteoporosis, pelvic pain, and urinary incontinence)
| | - | -----------------------------------------------------------------------------

The
foregoing conditions were selected for Disaboom.coms initial focus based on the
magnitude of people currently living with the particular condition, recent growth rates in
particular conditions, associated chronic conditions, and other considerations:

Multiple
sclerosis is newly diagnosed in an estimated 10,400 people every year, or about 200
new cases per week. People with multiple sclerosis experience fatigue, heat sensitivity,
muscle weakness, decreased coordination, blurred vision, and cognitive impairments such as
memory problems, slowed thinking, and decreased concentration.

Orthopedic
patients, those suffering musculoskeletal impairments such as arthritis, back pain,
hip replacements, knee replacements and back surgery, represent one in seven Americans.
Arthritis, in fact, is the leading chronic condition reported by the elderly. Back and
knee problems account for a large portion of orthopedic patients and resulted in 31
million and 19 million physician visits respectively in 2003. Those who suffer from
musculoskeletal impairments live with pain, fatigue, and sleep disturbances, and often
complain that their bodies ache.

Pediatric
conditions, including cerebral palsy and spina bifida, impact the lives of both
children and adults, with an estimated 764,000 children and adults in the United States
having at least one symptom of cerebral palsy. Additionally, about 8,000 babies and
infants are diagnosed with this condition each year, a diagnosis that often signals a life
spent dealing with seizures, mental retardation, and problems with movement, posture,
limping, jaw control, chewing, sucking, and swallowing. Another roughly 70,000 Americans
live with spina bifida. The illness affects an average of eight babies per day, and causes
numbness, bladder control issues, paralysis, coordination problems and latex allergies,
among other challenging difficulties.

Spinal
cord injuries are experienced by nearly 11,000 individuals in the United States
annually, and more than 190,000 Americans currently live with paralysis caused by spinal
cord injuries.

Stroke
is the leading cause of serious, long-term disability in the U.S., and on average, someone
in this country has a stroke every 45 seconds. According to the American Heart
Association, in 1999, more than one million Americans reported difficulties with daily
living activities resulting from a stroke.

Traumatic
brain injuries are sustained by roughly 1.5 million people in the United States every
year. As a result, approximately 80,000 of those people experience the onset of long-term
disabilities. The Centers for Disease Control and Prevention estimates that at least 5.3
million Americans have a long-term need for help performing daily living activities as a
result of traumatic brain injuries.

6

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In
addition to the Core Knowledge content that addresses each of the disability-related
conditions, Disaboom.com also provides current updates of recent research findings through
brief summaries of research reports, written in lay language, as well as
condition-specific medical advice, and a glossary of disability-related medical terms.
Disaboom has entered into independent contractor agreements with individuals (the
Content Providers) in several specialties to provide current medical journal
reviews and summaries as well as other written materials to be used by the Company on the
website.

The
Health section also offers a Fitness and Nutrition area that includes
consumer-oriented articles that will lead people from the basic medical information in the
Core Knowledge entries to the next step: i.e., how do I live as well as possible with this
condition? Fitness and Nutrition content is a mix of contributed, licensed, and
commissioned content.

Over
the next three months, the Company anticipates adding a variety of types of licensed
content (e.g., comprehensive topics, articles, targeted medical and health information) to
the Companys Health section from The Cleveland Clinic Foundation, Harvard Health
Publications, and the Mayo Foundation for Medical Education and Research. Over the next
three months, the Company also anticipates adding several conditions to the Health
section, including stroke prevention, neck pain, sciatica, shoulder pain, depression,
reflex sympathetic dystrophy, and hearing loss.

Community

Disaboom.com
provides a Community section designed to give users an opportunity to share their stories
and challenges, respond to others stories, and develop friendships and connections
based on shared interests and experiences. The Community section is also designed to
engage visitors in such a way that they visit and participate interactively on the site at
a high frequency, thereby increasing site visits, repeat visitors, and time-on-site
metrics.

Through
the Community section, Disaboom.com members can start a blog, participate in
conversations in the discussion area, and engage in real-time chat.

Blogs.          A
blog serves as a personal publishing platform on any topic of interest. For
          example, bloggers post pictures, videos, their personal stories (challenges,
          opportunities, triumphs, losses), poems, political commentary, and reactions to
          current events. Blogs empower members to share their ideas on subjects of
          personal importance and then gain community feedback through comments.

Discussions.   
          Discussion forums exist as a way to cultivate conversation in the community.
          Forums provide an easy vehicle for members to ask questions of each other,
          engage in debate, and give back to the community by sharing experiences and
          expertise. Disaboom established forums early on within our community concurrent
          with our general availability release on October 1, 2007, and the community has
          taken over. Discussions cover a multitude of topics ranging from medical topics
          such as Living with Fibromyalgia to personal questions such as
          Do you want attention (for your disability)? We currently have over
          5,000 forum topics within our community.

Chat.   
Members can connect with each other in real time through the chat           section of
community. Chat enables instant live connections between users and           facilitates
meaningful, immediate interaction and conversation.

7

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Groups.
            Groups
were launched in January 2008 and provide a way for site members to           connect
with each other based on common interests and/or experiences. For           example,
several bloggers who write regularly about their roles as caregivers           may decide
to start a caregiver group. Members of the group will be able to post
          topic-related blogs, pictures, and videos directly to the groups online
          location. Instead of having to keep track of multiple blogs and blog authors,
          individuals interested in reading caregiver-themed content will be able to
          simply subscribe to the Caregiver Group. All members will have the ability to
          start a group and gather like-minded members to their cause. There are
currently           more than 15 active groups within our community and growing.

Microsites

Disaboom.com
also provides additional features designed for members and non-members to develop personal
relationships, professional opportunities, and support our community  through
microsites. A microsite is a separate website which addresses a specific market, business
or community need, and is integrated with the Companys core Content and Community
product platform, and partner websites as applicable.

Dating.             On
October 9, 2007, we acquired the rights to the internet domain and website of
          Lovebyrd.com, an online dating and social networking service for individuals
          living with disabilities and other conditions that make it difficult to meet
and           connect with other people. Over the next six months the Company plans to
          continue to enhance its offering and the current functionality of its dating
          microsite via a site redesign, improved customer service, additional
advertising           and sponsor capabilities, and migrating the site to an in house
hosting           environment.

DisaboomJobs.
             The Companys internet domain DisaboomJobs.com currently
provides services           to both our community as well as employers. Approximately 15
years after the           enactment of the Americans with Disabilities Act, the
unemployment rate of           people living with disabilities is between 65%  70%.
Through DisaboomJobs,           members of the community can currently search for job
openings from a database           of over 500,000 open positions. DisaboomJobs also
provides information about           employment related consulting and other services,
directly related to our           community, which the Company can provide to
corporations who employ people           living with a disability. For example, employers
are eligible for federal and           state tax credits and incentives for hiring
eligible employees with a           disability, and corporations contracting with the
Federal Government are           responsible for compliance with disability-related
physical accommodations,           website accessibility, and other requirements. Over
the next six months, the           Company plans to further enhance the functionality of
DisaboomJobs to include           providing the capability for job-seekers to post their
resumes via a resume           builder, enhancing the capabilities of job seekers to
search for job openings           which may be a better fit given their unique needs, and
continuing to increase           content and how to information for users
regarding their careers,           employment and job search, and for employers on both
Disaboom.com and           DisaboomJobs.com.

Accessibility Reviews.   
We anticipate re-introducing and launching an Accessibility Review microsite.
Accessibility Reviews will be written by members of the Disaboom community. A key element
of the review, unique to the Companys community, is the physical accessibility and
accommodations within restaurants, hotels, resorts, cruises, airlines, rental cars,
attractions, etc. for people living with a disability or functional limitation. Reviews
of disability related equipment and equipment providers are also a part of this
microsite. Reviews provide another way for community members to share information and
interact with the site more frequently, increasing site visits, page views, and time on
site.

eCommerce.   We
anticipate offering a Disaboom branded online catalog, or white           labeled ecommerce
capability, for disability related products. We expect           that products will be
purchased directly through a secure e-commerce microsite,           or indirectly via
insurance carrier reimbursement. We expect to enter revenue           sharing and/or lead
generation agreements with online partners, as well as           manufacturers and/or
distributors (the Suppliers) to provide the           products for the online
catalog. We will not purchase inventory, but rather will           receive a percent of
each sale from the suppliers. We plan to use a third party           credit card
verification service to verify all credit card transactions if we do           not have a
partner relationship which already addresses this capability.

8

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Website Development
Agreement with DATA, Inc.

On
January 10, 2007 we entered an Acceptance Agreement for Website Development with DATA,
Inc. (DATA). Under the agreement DATA agreed to design and build a fully
operational interactive website for the Company. A new master agreement was executed in
August 2007 to encompass site changes going forward in the form of individual
work-for-hire agreements, as well as a hosting agreement that utilizes the DATA hosting
facility located in Denver. Collectively the January 10, 2007 agreement and the August
2007 master agreement are referred to as the Agreement. Other than the
independent contractor relationship created between the Company and DATA, Inc. by the
Agreement, there is no material relationship between us and DATA.

The
Agreement provides that all works created for us under the Agreement are works made for
hire giving us all copyright ownership in the work. Furthermore, DATA has agreed to
assign and/or license all rights in works not covered by the work made for hire doctrine
to us. The Agreement also includes standard confidentiality and indemnification
provisions.

We
also operate under a collocation and hosting agreement with DataUSA, Inc to provide
redundancy in the event our primary hosting environment experiences a lack of
connectivity for functionality.  The agreement is month-to-month beginning January
31, 2008 for a fee of $650 per month plus any variable bandwidth overages.

Agreement
with Cowboy International, Inc.

On
July 5, 2007 we entered into a services agreement with Cowboy International, Inc. (Cowboy),
which was subsequently amended on August 3, 2007 and September 28, 2007. Cowboy was
helping us create a comprehensive and integrated marketing, advertising, and branding
campaign for our website. On January 31, 2008, the Company terminated the agreement with
Cowboy.

Website
Advertising & Sponsorships

We
expect our largest source of revenue to be from website advertisement and sponsorship
sales. Advertising and sponsorship fees and rates  vary depending on page, placement,
and size of the advertisement on the website. Premium fees are charged for home page and
section sponsorships while a lesser fee will apply to run of schedule advertisements
which continuously rotate throughout the website. We anticipate that manufacturers of
disability-specific pharmaceuticals, products, and services will make up a large
percentage of advertisement and sponsorship sales. However, we are promoting our
advertising to a broad base of industries, including to companies in the consumer
products, travel and tourism industries.

Potential
Market

The
following article which is posted on the U.S. Department of Health and Human Services
Center for Disease Control and Preventions website provides evidence of the
potential size of our market.

Prevalence
of Disabilities and Associated Health Conditions Among Adults  United States, 1999 1

---

1    
Prevalence of Disabilities and Associated Health Care Conditions Among Adults
 1999 (Feb. 23, 2001) available at
http://www.cdc.gov/mmwR/preview/mmwrhtml/mm5007a3.htm

9

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| | In
the United States, the number of persons reporting disabling conditions increased from 49
million during1991-1992 to 54 million during 1994-1995(2). During
1996, direct medical costs for persons with disabilities were$260 billion(3).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
this analysis, disability was defined as self-reported or proxy-reported difficulty with
or reportingone or more of eight measures: 1) difficulty with one or more
specified functional activities(4); 2) difficultywith one or more
activities of daily living (IADLS)*; 3) difficulty with one or more instrumental
activities ofdaily living (IADLs); 4) reporting one or more selected
impairments*; 5) use of assistive aids (e.g., wheelchair,crutches, cane or
walker) for >6 months; 6) limitation in the ability to work around the house; 7)
limitation in theability to work at a job or business (data for persons aged
16-67 years); and 8) receiving federal benefits on thebasis of an inability to
work. A subset of persons with disability also reported the main cause of their
disabilityfrom a list of 30 associated health conditions. This subset, defined
before the survey was conducted, comprisedpersons reporting difficulty with ADLs
IADLs, selected functional activities (excluding seeing, hearing, and havingtheir
speech understood by others), or limitation in the ability to work around the house or at
a job or business.National estimates were calculated using sample weights
representing the inverse of the probability for selectionand complex adjustments
for no response and subsampling(4).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
analysis focused on 53,636 adults >18 years (consistent with standard age categories
used in othernational surveys).
| | ------------------------------------------------------------------------------------------------------------------------

| | In
1999, 44 million (22%) adults reported having a disability (see Table 1 below). The
prevalence rate ofdisability was 24% among women and 20% among men. Approximately
32 million adults had difficulty with one or morefunctional activities such as
climbing a flight of stairs (19.4 million), walking three city blocks (19 million), orlifting/carrying 10 lbs (14.2 million); approximately 16.7 million adults had a
limitation in the ability to workaround the house; 11 million had either selected
impairments or difficulty with IADLs. Two million adults used awheelchair, and
seven million used a cane, crutches, or a walker. Of the total percentage of
disabilities, 63%occurred among working adults (aged 8-64 years); of these, 27.8
million (16.5%) had a disability and 17.7 million(10.5%) had a limitation in the
ability to work at a job or business. Of those adults >65 years, 16.3 million (50%)had a disability. The age-specific prevalence rate of disability was the highest
among respondents aged >65 for allfunctional activities, ADLs and IADLs.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

(2)     CDC.
Prevalence of disabilities and associated health conditions  United
States, 1991  1992. MMWR 1994;43:730  9; Kaye H, LaPlante M,
Carlson D, et al. Trends in disability rates in the United States, 1970  1994.
San Francisco, California: University of California, Disability Statistics
Center, 1996. available at http://dsc.ucsf.edu/UCSF/pub. Accessed February
2001; McNeil JM. Americans with disabilities, 1994  95. Washington, DC:
US Department of Commerce, Economics and Statistics Administration, Bureau of
the Census, 1997. (Current population reports; series P70, no. 61); McNeil JM.
Americans with disabilities: 1991  92. Washington, DC: US Department of
Commerce, Economics and Statistics Administration, Bureau of the Census, 1993.
(Current population reports; series P70, no. 33).

(3)              Hough
J. Estimating the health care utilization costs associated with people           with
disabilities: data from the 1996 Medical Expenditure Panel Survey (MEPS).
          Annual meeting of the Association for Health Services Research, Los Angeles,
          California, 2000

(4)     Income
Surveys Branch, Bureau of the Census, Overview of the Survey of Income and
Program Participation (SIPP). Washington, DC: US Department of Commerce,
Economics and Statistics Administration, Bureau of the Census, 1999. Available
at http://www.census.gov. Accessed December 1, 2000.

10

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| | Of
all adults with disabilities, 41.2 million (93.4%) reported their main health condition
associated withtheir disability (see Table 2 below); 7.2 million (17.5%) had
arthritis and rheumatism, 6.8 million (16.5%) had backor spine problems, and 3.2
million (7.8%) had heart trouble/hardening of the arteries. Women had higher rates ofarthritis
or rheumatism and other associated health conditions categories than men. Men
had higher rates of hearttrouble/hardening for the arteries and deafness or
hearing problems than women.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Editorial
Note
| | --------------

| | Disability
affects more than one in five adults. Rates of disability are higher among older adults
who alsohave higher rates of chronic diseases. However, most disability occurs
during the working years, which contributesto the high cost estimates of
disability. Arthritis or rheumatism, back or spine problems, and hearttrouble/hardening
of the arteries continue to be the leading causes of disability. This report differs from
asimilar 1994 report by focusing on adults only and using a broader definition of
disability(5).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
strengths of SIPP include a survey design that allows nationally representative
population estimates ofdisability. The broad definition of disability used in
SIPP also provides a sensitive estimate of disabilityprevalence that is less
likely to overlook persons with disability than other definitions (e.g., clinical or
federalbenefit program-based definitions). SIPP links disability with associated
health conditions, providing informationthat usually is not available from other
data sources. This information is important because many programs addressdisability
prevention by disease or condition.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
findings in this report are subject to at least five limitations. First, despite complex
statisticaladjustment procedures used to address nonresponse over time, these
procedures may not have completely eliminatedbias that resulted from nonresponse
errors, especially in subgroup analyses. Second, this report excluded persons ininstitutions,
in the military, and aged <18 years. Third, persons with multiple disabilities may
attribute the maindisability to the one most disabling at the time of the
interview, which may result in inconsistent surveyresponses. Fourth, because of
questionnaire design, the main associated health condition was determined for most butnot all adults with disability; 2.9 million (6.4%) persons whose only disabilities
were difficulty with vision,hearing, or speech, who had selected impairments,
used assistive aids, or received federal disability benefits werenot asked about
a main condition. Finally, the definition of disability used did not assess environmental
and socialbarriers, discrimination as the result of disability, and effects on
the workforce. These issues are addressed inthe International Classification of
Functioning, Disability, and Health (ICIDH-2), a unified and standard frameworkthat
describes the dimensions of disability(6). ICIDH-2 complements the
International Classification of Diseases byorganizing information around three
dimensions: body level (body systems and structure), person and society level(activities
and participation), and the environment. Because of the dynamic quality of disability, a
limitation inone dimension does not predict a limitation in another.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

(5)              McNeil
JM. Americans with disabilities: 1991  92. Washington, DC: US           Department
of Commerce, Economics and Statistics Administration, Bureau of the           Census,
1993. (Current population reports; series P70, no. 33).

(6)              World
Health Organization. ICIDH-2: international classification of functioning,
          disability and health: pre-final draft, full version. Geneva, Switzerland:
World           Health Organization, 2000.

11

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| | These
estimates demonstrate the large impact of disability in working age and older adults and
the relativecontributions of associated health conditions, and provide
information for public health policy makers and healthsystems. More detailed
analyses relating the eight measures of disability and associated health conditions canassist disease-specific efforts in planning, health promotion and disease
prevention, and surveillance ofdisability-related national health objectives(7).
With increasing life expectancy and the aging of the population,health issues
related to disability are likely to increase in importance.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

TABLE 1

Survey of Income Program and
Participation, United States, 1999

Number and prevalence rates of
civilian non-institutionalized persons aged > 18 Years with disability by age group

|                                                                                          | > 18
                    Years | 18-64
                    Years | > 65
                    Years                     
|----------------------------------------------------------------------------------------- | ------------------------------ | ------------------------------- | ---------------------------------------------------
|Measure of
                    Disability                                                 | No.*                           | Rate†                           | (95%
                    CI<>
                    )
|Difficulty with specified
                    functional activities
                    ¶ | 32,191                         | 16.0                            | (±0.5)                                             
|Having speech
                    understood                                              | 1,982                          | 1.0                             | (±0.1)                                             
|Lifting/Carrying 10
                    lbs                                               | 14,224                         | 7.1                             | (±0.3)                                             
|Climbing a flight of
                    stairs                                           | 19,363                         | 9.6                             | (±0.4)                                             
|Walking three city
                    blocks                                             | 19,031                         | 9.5                             | (±0.4)                                             
|Difficulty with activities of
                    Daily
                    living¶       | 7,690                          | 3.8                             | (±0.2)                                             

---

(7)              Arthritis
Foundation, Association of State and Territorial Health Officials, and           CDC.
National Arthritis Action Plan: a public health strategy. Atlanta, Georgia:
          Arthritis Foundation, 1999.

12

---



|                                                                                                       | > 18
                    Years | 18-64
                    Years | > 65
                    Years                     
|------------------------------------------------------------------------------------------------------ | ------------------------------ | ------------------------------- | ---------------------------------------------------
|Measure of
                    Disability                                                              | No.*                           | Rate†                           | (95%
                    CI<>
                    )
|Getting around inside
                    home                                                         | 3,471                          | 1.7                             | (±0.2)                                             
|Getting in/out of
                    bed/chair                                                        | 5,340                          | 2.7                             | (±0.2)                                             
|Bathing                                                                                                | 4,371                          | 2.2                             | (±0.2)                                             
|Dressing                                                                                               | 3,130                          | 1.6                             | (±0.2)                                             
|Eating                                                                                                 | 1,226                          | 0.6                             | (±0.31                                             
|Toileting                                                                                              | 2,064                          | 1.0                             | (±0.1)                                             
|Difficulty with instrumental
                    activities of living
                    ¶            | 11,795                         | 5.9                             | (±0.3)                                             
|Getting around outside
                    home                                                        | 8,113                          | 4.0                             | (±0.3)                                             
|Taking care of money and
                    bills                                                     | 4,492                          | 2.2                             | (±0.2)                                             
|Preparing meals                                                                                        | 4,430                          | 2.2                             | (±0.2)                                             
|Doing light
                    housework                                                              | 6,042                          | 3.0                             | (±0.2)                                             
|Using the
                    telephone                                                                | 2,597                          | 1.3                             | (±0.1)                                             
|Use of Assistive
                    Aid‡                                                              | 9,180                          | 4.6                             | (±0.3)                                             
|Limitation in ability to work
                    around house                                         | 16,755                         | 8.3                             | (±0.4)                                             
|Limitation in ability to work
                    at job/business                                      | N/A                            | N/A                             | N/A                                                
|Received
                    federal

                    work disability
                    benefits | N/A                            | N/A                             | N/A                                                
|Total
                    Surveyed:                                                                    | 200,668                        | 100.0                           |                                                    
|Total with a
                    disability:                                                           | 44,088                         | 22.0                            | (±0.5)                                             

---

* In thousands.
†
Per 100 persons
calculated using the civilian, institutional US population on July 1, 1999
<> Confidence
Interval¶ Number of persons reporting any subcomponent of this category; subcomponents
are note mutually exclusive
 ‡ Wheelchair

13

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TABLE 2

Survey of
Income Program and Participation, United States, 1999 Number and percentage of civilian
non-institutionalized persons aged > 18 Years with disabilities reporting selected
conditions as the main  cause of disability by sex.

|                                                | All
                    Persons | Men   | Women                                              
|----------------------------------------------- | ------------------------------- | ----- | ---------------------------------------------------
|Main
                    Condition              | No.*                            | (%)   | (95%
                    CI<>
                    )
|Arthritis or
                    rheumatism¶    | 7,207                           | 17.5` | (±1.1)                                             
|Back or spine
                    problem       | 6,780                           | 16.5  | (±1.0)                                             
|Limb or extremity
                    stiffness | 1,747                           | 4.2   | (±0.6)                                             
|Stroke                                          | 1,160                           | 2.8   | (±0.5)                                             
|Broken bone or
                    fracture     | 885                             | 2.1   | (±0.4)                                             
|Head or spinal cord
                    injury  | 452                             | 1.1   | (±0.3)                                             
|Paralysis                                       | 310                             | 0.8   | (±0.3)                                             
|Missing Limbs                                   | 299                             | 0.7   | (±0.2)                                             
|Cerebral Palsy                                  | 141                             | 0.3   | (±0.2)                                             
|Other                                           | 6,188                           | 15.0  | (±1.0)                                             
|Total:                                          | 41,168                          | 100.0 |                                                    

* In thousands.
         † Persons who reported difficulty with functional limitations, daily living
        activities, instrumental activities of daily living, the inability to
        Do housework or the inability to work a job identified the “main” cause and up
        to two other causes of the disability from a list of 30 conditions
        <> Confidence Interval

Competition

We
compete in the market for internet services and information which is a highly competitive
and volatile market. We compete with other both for profit and nonprofit medical
information websites such as WebMD.com, RevolutionHealth.com and Healthcommunities.com for
our medical information services. However, our community is targeted and dedicated to
persons living with or directly affected by disabilities or functional limitations which
we believe provides us a competitive advantage versus general medical information or
diagnosis-oriented websites.

We
compete with other social networking websites for social networking services such as
MySpace.com, Friendster.com, Facebook.com, Bebo.com, Xanga.com, Ning.com, eHarmony.com,
and Match.com. We hope to develop a loyal client base through the social networking aspect
of the website, which in-turn will help generate advertising and sponsorship sales
specifically targeted to consumers of disability related products and services. We believe
we have a competitive advantage over general social networking sites because we are
targeting, through a broad array of content, community, and other services, a specific
group of persons with specific consumer and information needs.

14

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We
compete with large general internet service companies such as Google, Inc., Yahoo!, Inc.,
Microsoft, Inc., and America Online for online marketing and advertising. However, because
our website content is specifically targeted to persons living with or directly affected
by disabilities or functional limitations, the Company believes there will be little
competition for advertisement and sponsorship sales targeting that specific market. We
compete with other e-commerce internet sites such as Disabilityproducts.com, Sportaid.com,
180medical.com, and ActiveForever.com for the sale of disability related products. We
compete with full service information, product, and networking sites for the disabled
community such as Disabled-World.com. We compete with Craigs List and eBay for
online sales of consumer goods from consumer to consumer through our classifieds section.
However, our classifieds will be specifically targeted to consumers of disability related
products. We believe that through our marketing and branding efforts, ongoing product
development, the depth and breadth of our content, quality customer service, and
partnerships and relationships with advertisers, sponsors, medical professionals, and
other leaders in the health industry we will be able to develop a loyal client base in
order to compete effectively in the very competitive online marketplace.

Patents
and trademarks

We
own and maintain a portfolio of intellectual property assets which we hope to continue to
build. We believe that our intellectual property assets create great value to the Company
and therefore we are taking steps to protect those assets through trademark, copyright,
trade secret, and trademark laws of the United States and through contractual agreements.

We
are applying for federal registration with the U.S. Patent and Trademark Office of several
trade or service marks on an intent to use basis in order to develop a trademark portfolio
and protect the Companys brand. An application for registration of the word mark
DISABOOM was filed on October 20, 2006. An application for registration of the word plus
design mark for Disaboom was filed on April 2, 2007. An application for registration of
the word mark DISABOOM.COM was filed on April 3, 2007. We continue to prosecute these
marks and hope to have them registered on the principal register in 2008.

Effect
of existing or probable government regulations on the business.

-FTC
and FDA regulation of drug and medical device advertising and promotion

The
FDA and the FTC regulate the form, content and dissemination of labeling, advertising and
promotional materials of pharmaceutical or medical device companies, including
direct-to-consumer prescription drug and medical device advertising. The FTC regulates
over-the-counter drug advertising and, in some cases, medical device advertising.
Generally, based on FDA requirements, companies must limit advertising materials to
discussions of FDA-approved uses and claims.

Information
that promotes the use of pharmaceutical products or medical devices that is put on our
website is subject to the full array of the FDA and FTC requirements and enforcement
actions. The FDA and FTC would most likely be focused on the advertisements placed on our
pages, any other pharmaceutical information found in our education pages, and the products
sold through our e-commerce site. The FTC and FDA look for editorial independence from
advertisers and sponsors in informational or educational discussions of regulated
pharmaceuticals or medical devices. The FDA and the FTC place the principal burden of
compliance with advertising and promotional regulations on advertisers and sponsors to
make truthful, substantiated claims. If the FDA or the FTC finds that any information on
our website violates FDA or FTC regulations, they may take regulatory or judicial action
against us or the advertiser or sponsor of that information. State attorneys general may
also take similar action based on their states consumer protection statutes.

15

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-Drug
Advertising.

The
Federal Food, Drug, and Cosmetic Act, or FDC Act, requires that prescription drugs be
approved for a specific medical indication by the FDA prior to marketing. Marketing,
advertising or otherwise commercializing products prior to approval is prohibited. Upon
approval, the FDAs regulatory authority extends to the labeling and advertising of
prescription drugs sold throughout the United States which may only be promoted and
advertised for their approved indications. The labeling and advertising must not be false
or misleading, and must present all material information, including risk information.
Labeling and advertising that violate these legal standards are subject to FDA enforcement
action.

The
FDA regulates the safety, effectiveness, and labeling of over-the-counter drugs. Together,
the FDA and FTC require that OTC drug formulation and labeling comply with FDA approvals
or regulations and the promotion of OTC drugs must be truthful, adequately substantiated,
and consistent with the labeled uses. OTC drugs that do not meet these requirements are
subject to FDA or FTC enforcement action depending on the nature of the violation. In
addition, state attorneys general can also bring enforcement actions for alleged unfair or
deceptive advertising.

Any
increase in FDA regulation of the online advertisements of prescription drugs could make
it more difficult for us to obtain advertising and sponsorship revenue. Only recently has
the FDA relaxed its formerly restrictive policies on direct to consumer advertising of
prescription drugs. If the FDA changes its policies to make them more restrictive, this
could also make it more difficult for us to obtain advertising and sponsorship revenue.

- FTC
regulation of general internet advertising and marketing

The
FTC regulates internet advertising under the Federal Trade Commission Act which allows the
FTC to act in the interest of all consumers to prevent deceptive and unfair acts or
practices. The FTC requires that advertisements be true and not misleading to consumers
and that they be substantiated. The FTC also requires clear and conspicuous disclosures.

Failure
to comply with the FTCs prohibition of false or misleading claims in advertisements
could result in enforcement actions or civil lawsuits for fines and civil penalties. We
believe that we have taken steps to protect our company from liability for displaying or
disseminating ads in violation of these regulations through our advertising agreements and
Company advertising policy. However, a regulatory authority may find that the Company has
violated the advertising regulations and may bring an enforcement action against the
Company.

-Medical
Professional Regulation

Most
states regulate the practice of medicine requiring professional licensing. Some states
prohibit business entities from practicing medicine. We do not believe that we are engaged
in the practice of medicine, but rather we provide information to the general public. The
Company has agreements with licensed medical professionals who provide educational
information in the form of content for the Companys website. We do not, and do not
intend to, provide professional medical advice, diagnosis or treatment through our
website. A state may determine that some aspect of our business violates that states
licensing laws and may seek to have us discontinue those portions or subject us to
penalties or licensure requirements. Any determination that we are a healthcare provider
and acted improperly as a healthcare provider may result in liability to us.

16

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Many
states regulate the ability of medical professionals to advertise or maintain referral
services. We do not represent that a physicians use of the Companys online
directory will comply with these or other state laws regulating professional practice. It
is possible a state or a court may determine we are responsible for any non-compliance
with these laws, which could affect our ability to offer this service to our customers.

-Consumer
Protection Regulation

Advertising
viewed by visitors on our website and consumer sales from our e-commerce website are
subject to federal and state consumer protection laws which regulate unfair and deceptive
practices. We are also subject to various other federal and state consumer protection
laws, including the ones described below. Most state consumer protection laws are enforced
by the Attorneys General of each state.

-COPPA

The
Childrens Online Privacy Protection Act (COPPA) protects personal
information of children under the age of 13 disclosed online by prohibiting unfair or
deceptive acts or practices in connection with the collection, use, and/or disclosure of
personal information from and about children. Our website does not target children under
13, nor do we plan to allow anyone under the age of 18 to register as a Disaboomer.
Therefore, the Company will not knowingly be collecting the personal information of
children under the age of 13.

-CAN-SPAM

The
Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003
(CAN-SPAM) regulates commercial emails and provides recipients the right to
request the sender to stop sending messages. CAN-SPAM establishes penalties for sending
commercial email which are intended to deceive the recipient as to source or content. At
this time, we periodically send commercial emails to Disaboomers or other users of our
site. Many states have also enacted anti-spam laws. The CAN-SPAM Act preempts many of
these statutes.

Employees

As
of March 3, 2008 we have 35 employees, 30 of which are full time and 5 are part time.

# ITEM 1A RISK FACTORS

Our securities are highly speculative
and involve a high degree of risk, including among other items the risk factors described
below.

RISKS RELATED TO OUR
BUSINESS

We have a lack of
operating history and lack of revenues from operations.

To date we have only realized nominal
revenues and have limited operating history. Our only significant asset is the business
plan and our website. Our ability to successfully generate revenues from our website is
dependent on a number of factors, including availability of funds to continue to add
content to the site, to adequately develop and maintain the website as outlined in our
business plan, to commercialize our website through advertising, sponsorships and
strategic alliances, and to attract and retain visitors to our site. There can be no
assurance that we will not encounter setbacks with our website. We expect our current
resources to carry us until we reach cash flow positive; however, unexpected capital
needs may arise or we may deem that it is appropriate to raise additional funds for
general corporate and working capital purposes. If an unexpected capital need arises we
cannot assure you that capital will be available on reasonable terms, if at all.
Therefore, the inability to raise additional funds, either through equity or debt
financing, could materially impair our ability to generate revenues.

17

---



There are many risks
associated with forward-looking information.

Much of the information presented in
our business plan contains forward-looking statements. Although we believe the
forward-looking statements have reasonable bases, we cannot offer any assurance that we
will be able to conduct our operations as contemplated.

The business of providing
services over the internet is difficult to evaluate and our business model is unproven.

Because we recently began operations,
it is difficult to evaluate our business and prospects. Our revenue and income potential
is unproven and our business model is emerging. We may never achieve favorable operating
results or profitability.

We may be unable to
generate significant advertising or sponsorship revenues.

We expect to derive a significant
portion of our revenues from advertising and sponsorship on the Disaboom.com website. We
may not, however, be able to generate adequate advertising or sponsorship revenues. There
are no widely accepted standards that measure the effectiveness of web advertising.
Advertisers and sponsors that have traditionally relied on other advertising media may be
reluctant to advertise on the web. Advertisers that already have invested substantial
resources in other advertising or sponsor methods may be reluctant to adopt a new strategy
and our business would be adversely affected.

Different pricing models are used to
sell advertising on the internet. It is difficult to predict which, if any, will emerge as
the industry standard. The proliferation of websites across the internet may cause
advertising and sponsor pricing levels to exist or evolve which are below levels
originally anticipated in the Companys business plan. This makes it difficult to
project future advertising and sponsor revenues. Moreover, certain security, filtering and
proprietary software programs that limit or prevent certain types of advertising from
being delivered to a web users computer are available. Widespread adoption of this
software could adversely affect the commercial viability of web advertising.

There is no assurance that we
will be successful in expanding our operations and, if successful, managing our future
growth.

Although we launched the first
general availability version of our website on October 1, 2007, and an updated version of
the site on January 24, 2008, we are continuing to develop individual portions or our
website, subsequent general availability releases of our site, and our business
operations. Payments for website development and expansion of our operations have and will
result in significant operating costs. If we are unable to generate revenues that are
sufficient to cover our significant operating costs, our results of operations will be
materially and adversely affected. In addition, we may experience periods of rapid growth,
including increased staffing levels. Such growth will place a substantial strain on our
management, operational, financial and other resources. Moreover, we will need to train,
motivate and manage employees and partners, as well as attract sales, technical and other
professionals. Any failure to expand these areas and implement such procedures and
controls in an efficient manner and at a pace consistent with our business objectives
would have a material adverse affect on our business, financial condition and results of
operations.

18

---



We are dependent on our key
personnel, and the loss of any could adversely affect our business.

We depend on the continued
performance of the members of our management team, particularly Dr. Glen House, J.W. Roth
and John Walpuck. Dr. House, Mr. Roth and Mr. Walpuck have each contributed significantly
to the expertise of our team and the position of our business. Dr. House and Mr. Roth each
entered into three-year employment agreements with the Company, and Mr. Walpuck entered
into a two-year employment agreement with the Company. If we lose the services of any of
the foregoing individuals, and are unable to locate suitable replacements for such persons
in a timely manner, it could have a material adverse effect on our business. We do not
have, and we do not expect to obtain, key man life insurance for any members of management
in the foreseeable future.

We face significant
competition; and, our competitors may have greater resources or research and development
capabilities than we have, and we may not have the resources necessary to successfully
compete with them.

Our business has been to create an
interactive online resource for people living with or directly affected by disabilities or
functional limitations. We are currently not aware of any significant competitors
commercially selling this resource; however, the online marketplace for general healthcare
information, resources and services is intensely competitive, rapidly evolving and subject
to rapid technological change. As we continue to develop and launch modifications and
updated releases of our website, we have found the internet and advertising business is
highly competitive, and we may face increasing competition. Additionally, we are aware
that many of our potential competitors operating in the online marketplace for general
healthcare information, resources and services have greater financial and technical
resources, more experience in research and development, and more established marketing and
distribution capabilities than we have. Some of our large customers may also complete with
us. These organizations are also better known and have more customers. We may be unable to
compete successfully against these organizations if they expand their focus and operations
to directly target our marketplace serving people living with or directly affected by
disabilities or functional limitations.

We also compete for visitors,
members, consumers, content and service providers, advertisers, sponsors, partners and
acquisition candidates with the following categories of companies:

| |  | online
services or websites targeted to the healthcare industry and healthcare consumers
generally, including webmd.com, medscape.com, pol.net, ivillage.com, medcareonline.com,
mediconsult.com, betterhealth.com, drkoop.com, onhealth.com, healthcentral.com and
thriveonline.com;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | publishers
and distributors of traditional offline media, including those targeted to healthcare
professionals, many of which have established or may establish websites;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | general
 purpose  consumer  online  services and portals  which  provide  access to
 healthcare-related            content and services;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------

| |  | public
sector and  non-profit  websites that provide  healthcare  information  without
 advertising  or            commercial sponsorships;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

| |  | vendors
of healthcare  information,  products and services  distributed through other means,
 including            direct sales, mail and fax messaging; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | web
search and retrieval services and other high-traffic websites.
| | - | ------------------------------------------------------------------

19

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We face significant
competition from traditional media companies which could adversely affect our future
operating results.

We also compete with traditional
media companies for advertising.  Most advertisers currently spend only a portion of
their advertising budgets on internet advertising. If we fail to persuade advertisers
to spend a portion of their budget on advertising with us, our revenues could decline and
our future operating results could be adversely affected.

Performance or security
problems with our website could negatively impact our business.

Our success depends greatly on (i)
the successful and ongoing development of our website, and (ii) maintaining the site to
minimize delays and systems problems. Our customer satisfaction and our business could be
harmed if we or our customers experience system delays, failures or loss of data. The
occurrence of a major catastrophic event or other system failure at any of our or our
vendor facilities could interrupt data processing or result in the loss of stored data. In
addition, we depend on the efficient operation of internet connections from customers to
our systems and vendors. These connections, in turn, depend on the efficient operation of
Web browsers, internet service providers and internet backbone service providers, all of
which have had periodic operational problems or experienced outages.

A material security breach could
damage our reputation or result in liability. We may be required to spend significant
capital and other resources to protect against security breaches or to alleviate problems
caused by breaches. Any well-publicized compromise of internet security could deter people
from using the internet or from conducting transactions that involve transmitting
confidential information, including confidential healthcare information. Therefore, it is
critical that these facilities and infrastructure remain secure and are perceived by the
marketplace to be secure.

Despite the implementation of
security measures, this infrastructure may be vulnerable to physical break-ins, computer
viruses, programming errors, attacks by third parties or similar disruptive problems.

Technology may change
faster than we can update our applications and services.

Medical information exchange is a
relatively new and evolving market. The pace of change in this market is rapid and there
are frequent new product introductions and evolving industry standards. We may be
unsuccessful in responding to technological developments and changing customer needs. In
addition, our applications and services offerings may become obsolete due to the adoption
of new technologies or standards.

We depend on service and content
providers to provide information and data feeds on a timely basis. Our website could
experience disruptions or interruptions in service due to the failure or delay in the
transmission or receipt of this information. In addition, our members and consumers depend
on internet service providers, online service providers and other website operators for
access to our websites. All of them have experienced significant outages in the past and
could experience outages, delays and other difficulties in the future due to system
failures unrelated to our systems. Any significant interruptions in our services or
increases in response time could result in a loss of potential or existing members,
consumers, strategic partners, advertisers or sponsors and, if sustained or repeated,
could reduce the attractiveness of our services.

20

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If we are unable to
provide services which generate significant traffic to our websites, or we are unable to
enter into distribution relationships which drive
significant traffic to our websites, our business could be harmed, hampering our ability
to increase our revenues.

The success of our business plan is
largely dependent on the number of page views and subsequently advertising and sponsorship
revenue. Our marketing plan is measured by the number of page views or website hits we
receive. Although management has based its estimates on what it believes to be reasonable
assumptions, there can be no assurance that the number of page views can be accurately
predicted, which in turn will substantially impact the ability to attract the requisite
purchasers with spending power as well as advertisers and sponsors to our site, who
advertise based on website traffic numbers. A material reduction in our website hits will
substantially affect our business plan, projected revenues and net income.

The majority of our
revenues will be derived from advertising and sponsorships, and the reduction in spending
by or loss of currentor potential advertisers or sponsors would cause our revenues
and operating results to decline.

The majority of our total revenues
will come from advertising and sponsorships.  Our ability to grow advertising and
sponsorship revenue depends upon:

| |  | growing
and retaining our user base;
| | - | ------------------------------------

| |  | attracting
new and broadening our relationships with existing advertisers and sponsors;
| | - | ---------------------------------------------------------------------------------------

| |  | attracting
advertisers and sponsors to our user base;
| | - | -----------------------------------------------------

| |  | increasing
demand for our advertising and sponsorships;
| | - | -------------------------------------------------------

| |  | deriving
better demographic and other information from our users; and
| | - | ---------------------------------------------------------------------

| |  | driving
 continued and  increased  acceptance  of the web by  advertisers  and sponsors as an
effective             advertising medium.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------

Advertising agreements often have
payments contingent upon guaranteed minimum usage, impressions, or click-through
levels.  Accordingly, it is difficult to forecast certain advertising revenues
accurately.  Any reduction in spending by or loss of existing or potential future
advertisers or sponsors would cause our revenues to decline.  Further, we may be
unable to adjust spending quickly enough to compensate for any unexpected revenue
shortfall.

Decreases or delays in
advertising spending by our advertisers or sponsors due to general economic conditions
could harm our ability to generate advertising revenue.

Expenditures by advertisers and
sponsors tend to be cyclical, reflecting overall economic conditions and budgeting and
buying patterns.  Since we expect to derive the majority of our revenues from
advertising, any decreases in or delays in advertising or sponsorship spending due to
general economic conditions could reduce our revenues or negatively impact our ability to
grow our revenues.

21

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If we are unable to
acquire compelling content at reasonable costs or if we do not develop compelling
content, the number of users of our services may not grow as anticipated, or may
decline, which could harm our operating results.

Our success depends in part upon our
ability to create, license and aggregate compelling content from third parties, and
deliver that content through our website.  We provide audio and video content to our
users, and we believe that users will increasingly demand high-quality audio and video
content, including user-generated content, such as music, film, speeches, news footage,
concerts and other special events.  Such content may require us to make substantial
payments to third parties from whom we license or acquire such content.  Our ability
to maintain and build relationships with third-party content providers is critical to our
success.  In addition, as new methods for accessing the internet become available,
including through alternative devices, we may need to enter into amended content
agreements with existing third-party content providers to cover these new devices. 
Also, to the extent that Disaboom.com develops content of its own, Disaboom.coms
current and potential third-party content providers may view our services as competitive
with their own, and this may adversely affect their willingness to contract with us. 
We may be unable to enter into new, or preserve existing, relationships with the third
parties whose content we seek to obtain.  In addition, as competition for compelling
content increases both domestically and internationally, our content providers may
increase the prices at which they offer their content to us, and potential content
providers may not offer their content on terms agreeable to us.  An increase in the
prices charged to us by third-party content providers could harm our operating results and
financial condition.  Further, many of our content licenses with third parties are
non-exclusive.  Accordingly, other webcasters and other media such as radio or
television may be able to offer similar or identical content.  This increases the
importance of our ability to deliver compelling editorial content and personalization of
this content for users in order to differentiate Disaboom.com from other businesses. 
If we are unable to license or acquire compelling content at reasonable prices, if other
companies broadcast content that is similar to or the same as that provided by
Disaboom.com, or if we do not develop compelling editorial content or personalization
services, the number of users of our services may not grow as anticipated, or may decline,
which could harm our operating results.

Our intellectual property
rights are valuable, and any inability to protect them could reduce the value of our
brand image and harm our business and our operating results.

We create, own and maintain a wide
array of intellectual property assets, including copyrights, trademarks, trade dress,
trade secrets and rights to certain domain names, which we believe are among our most
valuable assets.  We seek to protect our intellectual property assets through
copyright, trade secret, trademark and other laws of the United States, and through
contractual provisions.  The efforts we have taken to protect our intellectual
property and proprietary rights may not be sufficient or effective at stopping
unauthorized use of those rights.  In addition, effective trademark, copyright and
trade secret protection may not be available or cost-effective in every country in which
our website and media properties are distributed or made available through the
internet.  There may be instances where we are not able to fully protect or utilize
our intellectual property assets in a manner to maximize competitive advantages. 
Further, while we attempt to ensure that the quality of our brand is maintained by our
licensees, our licensees may take actions that could impair the value of our brand, our
proprietary rights or the reputation of our products and media properties.  We
realize that third parties may, from time to time, copy significant content available on
Disaboom.com for use in competitive internet services.  Protection of the distinctive
elements of Disaboom.com may not be available under copyright law.  If we are unable
to protect our proprietary rights from unauthorized use, the value of our brand image may
be reduced.  Any impairment of our brand could negatively impact our business. 
In addition, protecting our intellectual property and other proprietary rights is
expensive and time consuming.  Any increase in the unauthorized use of our
intellectual property could make it more expensive to do business and consequently harm
our operating results.

22

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We may in the future be
subject to intellectual property infringement claims, which are costly to defend, could
result in significant damage awards, and could limit our ability to provide certain
content or use certain technologies in the future.

Third parties may in the future
assert claims against us alleging infringement of copyrights, trademark rights, trade
secret rights or other proprietary rights, or alleging unfair competition or violations of
privacy rights or failure to maintain confidentiality of user data.  In addition,
third parties may make trademark infringement and related claims against us. As we expand
our business and develop new technologies, products and services, we may become
increasingly subject to intellectual property infringement claims.  In the event that
there is a determination that we have infringed third-party proprietary rights such as
copyrights, trademark rights, trade secret rights or other third party rights such as
publicity and privacy rights, we could incur substantial monetary liability, be required
to enter into costly royalty or licensing agreements or be prevented from using the
rights, which could require us to change our business practices in the future and limit
our ability to compete effectively.  We may also incur substantial expenses in
defending against third-party infringement claims regardless of the merit of such
claims.  In addition, many of our agreements with our customers or affiliates require
us to indemnify them for certain third-party intellectual property infringement claims,
which could increase our costs in defending such claims and our damages.  The
occurrence of any of these results could harm our brand and negatively impact our
operating results.

We are subject to United
States and foreign government regulation on internet services which could subject us to
claims and remedies including monetary liabilities and limitations on our business
practices.

We are subject to regulations and
laws directly applicable to providers of internet services both domestically and
internationally.  The application of existing domestic and international laws and
regulations to Disaboom.com relating to issues such as user privacy and data protection,
defamation, pricing, advertising, taxation, gambling, sweepstakes, promotions, financial
market regulation, consumer protection, content regulation, quality of services,
telecommunications and intellectual property ownership and infringement in many instances
is unclear or unsettled.  In addition, we will also be subject to any new laws and
regulations directly applicable to our domestic and international activities. 
Further, the application of existing laws to Disaboom.com regulating or requiring licenses
for certain businesses of our advertisers including, for example, distribution of
pharmaceuticals, alcohol, adult content, tobacco or firearms, as well as insurance and
securities brokerage and legal services, can be unclear. We may incur substantial
liabilities for expenses necessary to comply with these laws and regulations or penalties
for any failure to comply.  Compliance with these laws and regulations may also cause
us to change or limit our business practices in a manner adverse to our business.

A number of federal laws, including
those referenced below, impact our business.  The Digital Millennium Copyright Act
(DMCA) is intended, in part, to limit the liability of eligible online service
providers for listing or linking to third-party websites that include materials that
infringe copyrights or other rights of others.  Portions of the Communications
Decency Act (CDA) are intended to provide statutory protections to online
service providers who distribute third party content.  Disaboom.com relies on the
protections provided by both the DMCA and CDA in conducting its business.  Any
changes in these laws or judicial interpretations narrowing their protections will subject
us to greater risk of liability and may increase our costs of compliance with these
regulations or limit our ability to operate certain lines of business.  The
Childrens Online Protection Act and the Childrens Online Privacy Protection
Act are intended to restrict the distribution of certain materials deemed harmful to
children and impose additional restrictions on the ability of online services to collect
user information from minors.  In addition, the Protection of Children From Sexual
Predators Act of 1998 requires online service providers to report evidence of violations
of federal child pornography laws under certain circumstances.  The costs of
compliance with these regulations may increase in the future as a result of changes in the
regulations or the interpretation of them.  Further, any failures on our part to
comply with these regulations may subject us to significant liabilities.

23

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Changes in regulations or
user concerns regarding privacy and protection of user data could adversely affect our
business.

Federal, state and international laws
and regulations may govern the collection, use, sharing and security of data that we
receive from our users and partners.  In addition, we have and post on our website
our own privacy policies and practices concerning the collection, use and disclosure of
user data.  Any failure, or perceived failure, by us to comply with our posted
privacy policies or with any data-related consent orders, Federal Trade Commission
requirements or other federal, state or international privacy-related laws and regulations
could result in proceedings or actions against us by governmental entities or others,
which could potentially have an adverse effect on our business.

Further, failure or perceived failure
to comply with our policies or applicable requirements related to the collection, use,
sharing or security of personal information or other privacy-related matters could result
in a loss of user confidence in us and ultimately in a loss of users, partners or
advertisers, which could adversely affect our business.

There are a large number of
legislative proposals pending before the United States Congress, various state legislative
bodies and foreign governments concerning privacy issues related to our business. We
cannot accurately predict whether or when such legislation may be adopted.  Certain
proposals, if adopted, could impose requirements that may result in a decrease in our user
registrations and revenues.  In addition, the interpretation and application of user
data protection laws are in a state of flux.  Complying with these varying
requirements could cause us to incur substantial costs or require us to change our
business practices in a manner adverse to our business.

RISKS RELATED TO OUR
SECURITIES

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

We expect our cash on-hand, including
any proceeds that we may collect from the exercise of certain of our outstanding warrants,
to be sufficient for our corporate needs until we project being cash flow positive.
However, estimates for expenses, as well as our market approach and timing may change and
we may decide to attempt to obtain additional debt or equity financing during 2008.
Further, we may determine that it is appropriate to raise additional capital for working
capital and general corporate purposes. There can be no assurance that such capital will
be available in sufficient amounts or on terms acceptable to us, if at all. Any sale of a
substantial number of additional shares may cause dilution to your investment and could
also cause the market price of our common stock to decline.

We do not plan to pay
dividends on our common stock.

We do not anticipate paying cash
dividends to the holders of our common stock in the foreseeable future. Accordingly,
investors in our common stock must rely upon subsequent sales after price appreciation as
the sole method to realize a gain on an investment in our common stock. There are no
assurances that the price of our common stock will ever appreciate in value particularly
if we continue to sustain operating losses. Investors seeking cash dividends should not
buy our common stock.

24

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We currently have a
limited trading market as there is limited liquidity on the OTC Bulletin Board which may
impact your ability to sell your shares.

Currently our shares of our Common
Stock are traded on the NASD  OTC Bulletin Board. However, there is limited trading
volume in our shares. When fewer shares of a security are traded on the OTC Bulletin
Board, price volatility may increase and price movement may outpace the ability of the OTC
Bulletin Board to deliver accurate quote information. If low trading volumes in our common
stock continue, there may be a lower likelihood of orders for shares of our common stock
being executed, and current prices may differ significantly from prices quoted by the OTC
Bulletin Board at the time of order entry.

Our common stock is
subject to the penny stock rules which limits the market for our common stock.

Because our stock is traded on the
NASD-OTC Bulletin Board, if the market price of the common stock is less than $5.00 per
share, the common stock is classified as a penny stock. SEC Rule 15g-9 under
the Exchange Act imposes additional sales practice requirements on broker-dealers that
recommend the purchase or sale of penny stocks to persons other than those who qualify as
an established customer or an accredited investor. This includes
the requirement that a broker-dealer must make a determination that investments in penny
stocks are suitable for the customer and must make special disclosures to the customers
concerning the risk of penny stocks. Many broker-dealers decline to participate in penny
stock transactions because of the extra requirements imposed on penny stock transactions.
Application of the penny stock rules to our common stock reduces the market liquidity of
our shares, which in turn affects the ability of holders of our common stock to resell the
shares they purchase, and they may not be able to resell at prices at or above the prices
they paid.

There may be a greater
risk of fraud on the NASD-OTC Bulletin Board.

NASD-OTC Bulletin Board securities
are more frequently targets for fraud or market manipulation because they are not
regulated as closely as securities listed on exchanges. Dealers may dominate the market
and set prices that are not based on competitive forces. Individuals or groups may create
fraudulent markets and control the sudden, sharp increase of price and trading volume and
the equally sudden collapse of market prices. While there is regulation of the NASD-OTC
Bulletin Board, it is not as comprehensive as the regulation of the listed exchange. If
this should occur, the value of an investment in our common stock could decline
significantly.

# ITEM 2. DESCRIPTION OF
PROPERTY

In
June 2007 we entered into a Sublease Agreement for the lease of office space at 7730
E. Belleview Avenue, Suite A-306, Greenwood Village, CO 80111, which we use as our
corporate offices. The sublease commenced June 15, 2007 and terminates on July 31, 2009.
We pay $7,667 per month under the terms of the sublease.

25

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# ITEM 3. LEGAL PROCEEDINGS

On
February 29, 2008 the Company filed a complaint against Cowboy International, Inc.
(Cowboy) in the Colorado District Court, for the District of Arapahoe
County.  The complaint alleges that Cowboy: 1)  breached the services agreement
entered into between the Company and Cowboy; 2) breached its obligations to hold certain
Company information confidential; and 3) failed to comply with its contractual obligations
regarding Company intellectual property.  The complaint seeks both monetary relief
and a declaratory judgment.

# ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS

Not
Applicable

26

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# PART II

|ITEM 5. | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|------- | --------------------------------------------------------

Shares
of our common stock began trading on the NASD  OTC Bulletin Board on May 30, 2007.
As of March 3 2008, there were approximately 263 holders of record of our common stock.
This does not include persons who hold our common stock in brokerage accounts and
otherwise in street name.

Our
transfer agent is Corporate Stock Transfer, Inc., 3200 Cherry Creek South Drive, Suite
430, Denver, Colorado 80209.

The
table below sets forth the high and low closing prices of the Companys Common Stock
during the periods indicated as reported on Yahoo Finance (http://finance.yahoo.com). The
quotations reflect inter-dealer prices without retail mark-up, mark-down or commission
and may not reflect actual transactions.

|Quarter ended      |  | High |  | Low   | 
|------------------ |  | ---- |  | ----- | 
|June 30, 2007      |  |      |  | $1.87 | 
|September 30, 2007 |  |      |  | $1.60 | 
|December 31, 2007  |  |      |  | $1.70 | 

The closing sales price of the Common
Stock as reported on March 18, 2008, was $.94 per share.

Dividends

Since
its inception the Company has not declared or paid cash or other dividends on its Common
Stock. The Company has no plans to pay any dividends, although it may do so if its
financial position changes.

Securities
Authorized Under Equity Compensation Plans Information

The
Company currently has one equity compensation plan. The 2006 Stock Option Plan (the
2006 Plan) was approved by the Board of Directors and adopted by the
shareholders on November 13, 2006. Our Board of Directors has approvedthreeamendments to the 2006 Plan which have increased the number of shares reserved under
the 2006 Plan from 1,750,000 to 7,000,000. These amendments were adopted on April 2, 2007,
June 26, 2007 and October 1, 2007. At our annual meeting of shareholders held on August
21, 2007 our shareholders approved amendments to the 2006 Plan that had been approved by
our Board of Directors on April 2, 2007 and June 26, 2007 that increased the number of
shares reserved under the 2006 Plan to 5,000,000 shares. At our next annual meeting of
shareholders we expect to seek shareholder approval of the October 1, 2007 amendment
increasing the shares reserved under the 2006 Plan to 7,000,000.

The
following table gives information about the Companys Common Stock that may be issued
upon the exercise of options, warrants and rights under the Companys compensation
plans as of January 3, 2008.

27

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# SECURITIES AUTHORIZED
FOR ISSUANCE UNDER EQUITY PLANS

|Plan Category                    |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |  | Weighted average exercise price of outstanding options, warrants, and rights |  | Number of securities remaining available for future issuance |       
|-------------------------------- |  | ------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ------------------------------------------------------------ | ------
|Equity compensation plans        |  |                                                                                             |  |                                                                              |  |                                                              |       
|approved by security holders (1) |  |                                                                                             |  | 6,158,500                                                                    |  |                                                              | $ 0.85
|                                 |  |                                                                                            
|Equity compensation plans not    |  |                                                                                            
|approved by security holders(2)  |  |                                                                                             |  | 794,519                                                                      |  |                                                              | $ 1.31
|                                 |  |                                                                                            
|Total                            |  |                                                                                             |  | 6,953,019                                                                    |  |                                                              | $ 0.90

(1)    
          Includes: (i) options to acquire 6,158,500 shares of common stock under the 2006
          Plan.

(2)             Includes:
(i) warrants to purchase 450,000 shares of Common Stock as           compensation for
services to Memphis Consulting, (ii) warrants to purchase           66,325 shares of
Common Stock as compensation for services to W3 Ventures, Inc.;           (iii) warrants
to purchase 10,000 shares of Common Stock as compensation for           services to Lori
Sunshine; (iv) performance warrants, granted January 3, 2008,           to purchase
125,000 shares of Common Stock as compensation for services to The           Geek
Factory, Inc.; (v) performance warrants, granted January 3, 2008, to           purchase
100,000 shares of Common Stock as compensations for services to           Thunderbolt;
(vi) 18,000 shares of Restricted Stock as compensation for services           to Memphis
Consulting; (vii) 1,000 shares of Restricted Stock as compensation           for services
to Kurt Palisi; (viii) 24,194 shares of Restricted Stock as           compensation for
services to Nicholas Buoniconti.

Recent
Sales of Unregistered Securities

Following
are descriptions of all unregistered equity securities of the Company sold during the last
fiscal quarter, excluding transactions that were previously reported on Form 10-QSB or
Form 8-K during the period.

On
November 1, 2007, we granted an employee 210,000 options to purchase our common stock at
an exercise price of $1.50 per share, with certain of the options only vesting upon the
achievement of defined performance goals. The options were granted in consideration for
services. We relied on the exemption from registration provided by Section 4(2) under the
Securities Act of 1933 for this issuance. No commissions or other remuneration was paid in
connection with this issuance.

On
November 28, 2007, we granted an employee 125,000 options to purchase our common stock at
an exercise price of $1.40 per share, with certain of the options only vesting upon the
achievement of defined performance goals. The options were granted in consideration for
services. We relied on the exemption from registration provided by Section 4(2) under the
Securities Act of 1933 for this issuance. No commissions or other remuneration was paid
in connection with this issuance.

On
December 10, 2007, we granted an employee 100,000 options to purchase our common stock at
an exercise price of $1.52 per share, with certain of the options only vesting upon the
achievement of defined performance goals. The options were granted in consideration for
services. We relied on the exemption from registration provided by Section 4(2) under the
Securities Act of 1933 for this issuance. No commissions or other remuneration was paid
in connection with this issuance.

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On
December 17, 2007, we granted an employee 300,000 options to purchase our common stock at
an exercise price of $1.30 per share, with certain of the options only vesting upon the
achievement of defined performance goals. The options were granted in consideration for
services. We relied on the exemption from registration provided by Section 4(2) under the
Securities Act of 1933 for this issuance. No commissions or other remuneration was paid in
connection with this issuance.

Between
January 2, 2008 and March 3, 2008 we granted employees and a new member of our Board of
Directors an aggregate of 819,000 options to purchase our common stock all subject to
vesting schedules. The options were granted in consideration for services. We relied on
the exemption from registration provided by Section 4(2) under the Securities Act of 1933
for these issuances. No commissions or other remuneration was paid in connection with
these issuances.

On
March 10, 2008 we issued 10,000 shares to an investor upon the exercise of warrants
granted in October 2007. We received $10,000 upon the exercise of the warrants. The
proceeds will be used for working capital and general corporate purposes. The shares were
issued in reliance on the exemption from registration contained in Section 4(2) of the
1933 Act and Rule 506 of Regulation D. No commissions or other remuneration was paid in
connection with this issuance.

|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

Not
Applicable

|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|------- | ---------------------------------------------------------

# PLAN OF OPERATION

# Plan of Operation

We
were incorporated under the laws of the State of Colorado on September 5, 2006 with the
primary purpose of developing, operating and marketing the first interactive online
community dedicated to constantly improving the way Americans with disabilities or
functional limitations live their lives. It also serves as a comprehensive online resource
not only for people living with such conditions, but their immediate families and friends,
caregivers, recreation and rehabilitation providers, and employers. The Company released a
beta version of the website on August 15, 2007, released a limited availability version on
September 1, 2007, released the general availability version of the website on October 1,
2007, and released our version 2.0 product on January 24, 2008. Our headquarters are
located in the metropolitan area of Denver, Colorado.

The
activities of the Company in 2007 were primarily organizational in nature, including the
planning, ongoing development and integration of our main website (www.disaboom.com),
planning and beginning to implement our marketing and business development initiatives,
the start up of our sales operations, and continuing to build our management team and
staff.

Our
focus during 2008 will continue to be: (i) the ongoing development and evolution of our
main website (www.disaboom.com) and network of related microsites (currently
www.disaboomjobs.com, www.lovebyrd.com, www.disaboom-inc.com), operational platform, and
product strategy; (ii) to negotiate and to enter into advertising, sponsorship and other
agreements, thereby generating revenue and cash flow; and (iii) to increase brand
awareness and drive internet traffic to and within our online community through various
online and organic media campaigns, business development and partnership initiatives,
sponsorships, events and other activities. The greater the awareness of our main website
and network of related microsites, community and brand in the marketplace, the greater
the number of page views we will experience. The more page views our online community
experiences, the greater the inventory of advertising impressions, sponsorship
opportunities, and billable revenue under the standard terms of our advertising and
sponsorship agreements.

29

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Our
financial statements for our fiscal year 2007 and the period from September 5, 2006
(inception) through December 31, 2006 reflect minimal business activities. During this
time period we worked primarily on the planning, development and integration of our main
website, the planning and initial implementation of our marketing and business
development initiatives, the start up of our sales operations, and the initial
development of our management team and staff.

Liquidity
and Capital Resources

During
our fiscal year ended December 31, 2007 we generated limited amounts of advertising
revenues. While the Companys contract backlog is beginning to grow, we believe it
is unlikely we will generate significant revenues from advertising and sponsorships until
at least the second calendar quarter of 2008, if not later.

We
currently fund our operations primarily through funds raised through private placements
completed in March, September, October and December 2007. On March 9, 2007 we completed a
private placement of our common stock, issuing 6,296,000 shares for aggregate gross
proceeds of $3,148,000. The shares were issued at $0.50 per share.

On
September 26, 2007 we had a closing of $5,346,000 under a private placement of
unregistered securities. A total of 7,128,000 common shares were issued on September 9,
2007 and 5,346,000 warrants to purchase the same number of common shares. On October 9,
2007 we had a final closing of $349,500. A total of 449,333 common shares and 337,000
warrants to purchase the same number of common shares were issued in this final closing.
For both the September and October 2007 closings for each $0.75 invested, each purchaser
received one common share plus warrants to acquire three-fourths of a share. The warrants are exercisable at $1.00 per share.

On
December 10, 2007, we closed a $5,000,000 private placement under the same terms as those
of the private placement closed in September and October 2007. On December 10, 2007 we
issued a total of 6,666,665 common shares and 5,000,000 warrants to purchase the same
number of common shares were issued at closing.

On
March 12, 2008 we closed $1,552,000 in gross proceeds under a private placement, and
issued 1,552,000 shares of common stock. The shares were issued at $1.00 per share.

We
expect the proceeds from these offerings, including any proceeds collected from the
exercise of certain of our outstanding warrants, to be sufficient to cover our costs and
expenses through our projection as to when we will reach cash flow positive. However,
estimates for expenses may change in which case our capital would not be sufficient for
this time period. Further, we may determine it is appropriate to raise additional capital
for working capital and general corporate purposes. If we need, or elect, to obtain
additional debt or equity financing, but there can be no assurance that additional
financing will be available on reasonable terms, if at all.

Results
of Operations:

Our
financial statements for the fiscal year ended December 31, 2007 and the period from
September 5, 2006 (inception) through December 31, 2006 reflect minimal business
activities. We incorporated in September 2006, and since that time we worked primarily on
the planning, development and integration of our main website, the planning and initial
implementation our marketing and business development initiatives, the start up of our
sales operations, and the initial development of our management team and staff.

30

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In
January 2007 we entered into the Website Development Agreement with DATA, Inc.
(Data), which was our first material financial commitment, totaling $280,000
with payments to be made through July 2007. Upon the completion of our original contract
with DATA in July 2007, a new master agreement was negotiated to encompass site changes
through December 2007 in the form of individual work-for-hire agreements. We also
continued to work with DATA to complete outstanding change orders and final site
modifications in advance of the general availability release of our website which occurred
on October 1, 2007. These changes resulted from additional creative and execution input
from Disaboom over the initial months of the project, and Cowboy International, Inc.
(Cowboy). During 2007, the Company paid a total of approximately $482,000 to
Data for services rendered.

On
July 5, 2007 we entered into a services agreement with Cowboy International, Inc
(Cowboy). Cowboy was retained to help the Company create a comprehensive and
integrated marketing, advertising, and branding campaign for our main website. During
2007, the Company paid a total of approximately $904,000 to Cowboy for services rendered.
On January 31, 2008, the Company terminated its agreement with Cowboy.

On
     October 9, 2007, we acquired the rights to the internet domain and website
of Lovebyrd.com which is an online dating and social networking service for
individuals living with conditions that make it difficult to meet and connect
with other people. Although we previously announced that these services would be
available free of charge, we anticipate that as we integrate the online and
dating and social networking services into our online community that we will
charge users for the dating service.

As
described above, we currently fund our operations primarily through funds raised in
private placements of our common stock completed in March, September, October,
December 2007 and March 2008. We expect the proceeds from these offerings, including any proceeds
collected from the exercise of certain of our outstanding warrants, to be sufficient to
cover our costs and expenses for at least the next twelve months. However, estimates for
expenses, as well as our market approach and timing may change, or we may determine it is
appropriate to raise additional capital for working capital and general corporate
purposes, and decide to obtain additional debt or equity financing during 2008, but there
can be no assurance that additional financing will be available on reasonable terms, if at
all.

During
the fiscal year ended December 31, 2007, and from inception our operating expenses
totaled $8,069,311 and $8,086,298 respectively. Approximately 83% of the expenditures we
incurred related to payroll and stock compensation costs ($2,814,915 for the year ended
December 31, 2007 and from inception), website development costs ($475,462 and $485,462
for the year ended December 31, 2007 and from inception, respectively), marketing and
advertising costs ($2,851,819 for the year ended December 31, 2007 and from inception)
and legal and consulting fees ($591,982 and $596,219 for the year ended December 31, 2007
and from inception, respectively).

During
the quarter ended December 31, 2007, the Company launched the general availability version
of our website and began receiving limited amounts of revenue from its website through the
sale of advertising and sponsorship products. During the quarter (and fiscal year) ended
December 31, 2007 we billed $106,748 in accordance with our executed insertion orders, and
recognized $83,682 in advertising and sponsorship revenue. We recognize advertising and
sponsorship revenue ratably over the period in which it is delivered and earned.

At
December 31, 2007, the Companys cash, cash equivalents and short-term investments
(primarily mutual funds) were $6,645,193.  As reflected in our statement of
operations during the 2007 fiscal year the Company realized a gain of $86,969 from
interest related to cash accounts and dividends on marketable securities held by the
Company.  The Company also recorded an unrealized loss as a result of a decrease in
value of mutual funds. As a result of general market conditions, these funds continued
decreasing in value, and we anticipate that the line item for interest income or loss in
our financial statements for our quarter ended March 31, 2008 will reflect a loss for the
quarter.  The Company actively monitors its investment policies and decisions and
will evaluate whether it is appropriate for the Company to continue to invest in the
marketable securities at issue.

31

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Critical
Accounting Policies

The
preparation of financial statements in conformity with U. S. generally accepted
accounting principles requires management to make a variety of estimates and assumptions
that affect (i) the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements and (ii) the
reported amounts of revenues and expenses during the reporting periods covered by the
financial statements.

Our
management routinely makes judgments and estimates about the effect of matters that are
inherently uncertain. As the number of variables and assumptions affecting the future
resolution of the uncertainties increase, these judgments become even more subjective and
complex. Although we believe that our estimates and assumptions are reasonable, actual
results may differ significantly from these estimates. Changes in estimates and
assumptions based upon actual results may have a material impact on our results of
operation and/or financial condition. Our significant accounting policies are disclosed
in Note 2 to the Financial Statements included in this prospectus.

While
all of the significant accounting policies are important to the Companys financial
statements, the following accounting policies and the estimates derived therefrom, have
been identified as being critical:

Website
development costs:

The
Company adopted the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) 00-2, Accounting for Website Development Costs, which
specifies the appropriate accounting for costs incurred in connection with the
development and maintenance of websites. Under the EITF 00-2, costs related to certain
website development activities are expensed as incurred (such as planning and operating
stage activities). Costs relating to certain website application and infrastructure
development are generally capitalized, and are amortized over their estimated useful
life.

Revenue
Recognition:

During
the year ended December 31, 2007, the Company began receiving limited amounts of revenue
from its website through the sale of advertising and sponsorship revenue. Advertising and
sponsorship revenue is recognized ratably over the period in which it is delivered and
earned.

Short-term
investments:

The
Company accounts for short-term marketable securities in accordance with the Financial
Accounting Standards Board (FASB), Statement of Financial Accounting Standard
(SFAS) No. 115, Accounting for Certain Investments in Debt and
Equity Securities. At December 31, 2007, marketable securities are classified as
trading securities as the Company expects to use these funds for operating purposes within
the next year. Trading securities are reported at fair value and unrealized gains and
losses are included in earnings.

32

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Stock-based
Compensation:

The
Company accounts for stock options and similar equity instruments in accordance with SFAS
No. 123(R), Share-Based Payment. SFAS 123(R) requires the recognition of the
cost of employee services received in exchange for an award of equity instruments in the
financial statements and is measured based on the grant date fair value of the award.
SFAS 123(R) also requires the stock option compensation expense to be recognized over the
period during which an employee is required to provide service in exchange for the award
(usually the vesting period).

|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

See
Financial Statements and Supplementary Data following the signature page of this Form
10-K.

|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

Not
applicable.

|ITEM 9A. | Controls and Procedures
|-------- | -----------------------

Evaluation
of Disclosure Controls and Procedures

The
Companys principal executive officer and principal financial officer have evaluated
the effectiveness of the Companys disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the
period covered by this report (December 31, 2007). Based on such evaluation, the
Companys principal executive officer and principal financial officer have concluded
that, as of the end of such period, the Companys disclosure control and procedures
are effective in recording, processing, summarizing and reporting, on a timely basis,
information required to be disclosed by the Company in the reports that it files or
submits under the Exchange Act.

Changes
in Internal Controls

This
annual report does not include a report of managements assessment regarding internal
control over financial reporting or an attestation report of the Companys
independent registered public accounting firm due to a transition period established by
rules of the Securities and Exchange Commission for newly public companies.

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

33

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|ITEM 9B. | Other Information
|-------- | -----------------

Effective
March 20, 2008 Kenneth Klispie (42) was appointed to serve as our Chief Operating
Officer.  Mr. Klispie joined Disaboom on May 29, 2007, and previously served as our
Vice President of Marketing and Sales Operations.  There is no family relationship
between Mr. Klispie and any other officer or director of the Company.  Further, there
is no arrangement or understanding pursuant to which Mr. Klispie was appointed to the
position of Chief Operating Officer.  Mr. Klispie has not had a direct or indirect
interest in any previous or currently proposed Company transactions.  Mr.
Klispies recent business experience was described in a current report on Form 8-K
filed with the Securities and Exchange Commission on December 26, 2007 and is also
described in Item 10 of this annual report.

34

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# PART III

|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

The
persons below served as directors and executive officers of the Company as of March 20,
2008. Executive officers of the Company are elected by the Board of Directors, and serve
for a term of one year and until their successors have been elected and qualified or until
their earlier resignation or removal by the Board of Directors. There are no family
relationships among any of the directors and executive officers of the Company.

|Name                |  | Age |  | Position | 
|------------------- |  | --- |  | -------- | 
|J.W. Roth           |  |     |  | 44       | 
|Dr. J. Glen House   |  |     |  | 38       | 
|John Walpuck        |  |     |  | 46       | 
|Victor Lazzaro, Jr. |  |     |  | 62       | 
|David Petso         |  |     |  | 46       | 
|R. Jerry Overgaard  |  |     |  | 67       | 
|Patrick Templeton   |  |     |  | 65       | 
|Kevin Hall          |  |     |  | 53       | 
|Howard Lieber       |  |     |  | 49       | 
|Kenneth Klispie     |  |     |  | 42       | 

J.W.
          Roth is a co-founder of Disaboom and was appointed to serve on our Board of
          Directors in November 2006. Additionally, Mr. Roth currently serves as our Chief
          Executive Officer and as the Chairman of the Board. He is also a co-founder of
          Colorado Catheter Company, Inc, a private company engaged in the design and
          development of catheters. Since 1997 Mr. Roth has served as the as the President
          of JW Roth & Company, Inc., a consulting company. Prior to founding JW Roth
          & Company, Mr. Roth worked in the financial sales industry for American
          National Insurance Company and the Prudential Insurance Company. Additionally,
          Mr. Roth has worked for, and been associated with, the business development of
          several companies such as Fear Creek Ranches, IMI Global, Inc., CattleNetwork,
          Inc., Front Porch Direct, the CTURN Corp, and Aspen BioPharma, Inc.

Dr.
          J. Glen House is a co-founder of Disaboom. He was appointed to serve on our
          Board of Directors in November 2006. Currently Dr. House serves as our Chief
          Medical Officer. He also served as President from inception until August 21,
          2007. Additionally, Dr. House currently serves as the Medical Director of
          Penrose Hospitals Center for Neuro & Trauma Rehabilitation. He is also
          a co-founder, director and the Chief Medical Officer of Colorado Catheter
          Company, Inc. Since November 2003 he has served as President of Colorado
          Rehabilitation Physicians, P.C., a private medical rehabilitation company. From
          August 2001 to November 2003, he served as a Staff Physician at Penrose
          Hospital. Additionally he has served as the President of Flexlife, a medical
          device company since 1993. Dr. House holds U.S. Patents on the Colorado Catheter
          and continues to invent technology to help people that suffer from Spinal Cord
          related injuries. Dr. House completed his Spinal Cord Medicine Fellowship at the
          University of Medicine and Dentistry of New Jersey in July 2001. He attended
          medical school at the University of Washington, performed an internship in
          Internal Medicine at the LDS Hospital in Salt Lake City and completed a
          residency in Physical Medicine and Rehabilitation at Baylor College of Medicine.

35

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John Walpuck was appointed to
our Board of Directors in April 2007 and also serves as our Chief Financial Officer,
President, Secretary and Treasurer. He also served as Chief Operating Officer from April
2007 until his appointment as President on August 21, 2007. Mr. Walpuck has over 20
years experience working in corporate development, corporate finance and general
financial management. From 2005 through 2007 Mr. Walpuck was the Chief Financial Officer
of Nine Systems, a streaming media software services company acquired by Akamai in
November 2006. From 2002 through 2005 Mr. Walpuck served as the sole partner for Palmyra
Consulting, a consulting firm where he advised clients on issues and projects including
merger and acquisitions, corporate finance, real estate finance, and government contracts.
From 2000 through 2002 Mr. Walpuck served as the Chief Financial Officer for TecSec, Inc.,
a private security software company. Mr. Walpuck is a CPA and CMA, and also holds an MBA
from the University of Chicago and a Bachelors degree from Edinboro State College.

Victor Lazzaro was appointed
to our Board of Directors in February 2007. Mr. Lazzaro also serves as a director for
Colorado Catheter Company, Inc. Before joining Disaboom, Mr. Lazzaro founded, and
currently is the President of, International Health Technology Company, a consulting firm
providing planning methods, strategies and processes to bring specialty medical clinics to
China. Mr. Lazzaro is also currently a managing Director of Tivis Healthcare, a private
equity company, focused on acquiring and building healthcare businesses. Prior to founding
International Health Technology, Mr. Lazzaro served as the President and Chief Executive
Officer of United HealthCares Mountain States Division from March 2000 to November
2005. Mr. Lazzaro also served as Chief Financial Officer and Chief Executive Officer for a
California HMO and Louisiana insurance company from 1982 to 1990, and Regional Vice
President of Health Plan Operations (Gulf South) for Prudential Insurance Company of
America from 1990 to 2000.

R.
          Jerry Overgaard was appointed to our Board of Directors in November 2006.
          Mr. Overgaard has served as Vice President of Financial Products of MKA Capital
          Group Advisors, LLC, since August 2004. Mr. Overgaard served as Vice President,
          Institutional Sales Division, for Dreyfus Services Corporation from 1998 to
          2004. Mr. Overgaard began his career in 1962 with IBM Corporation and has spent
          the last 27 years in the financial services industry.

David Petso was appointed to
our Board of Directors in March 2007. Mr. Petso also serves as a director for Colorado
Catheter Company, Inc. Since 1980 Mr. Petso has worked for Petso Financial Consultants,
LLC. Mr. Petso is currently the president and owner of Petso Financial Consultants and has
over twenty-five years of experience in the financial planning industry.

Patrick Templeton was
appointed to our Board of Directors in July 2007.  Mr. Templeton has over 35 years of
experience the fields of government relations and public affairs.  Following sixteen
years with GE and four years at the National Aeronautics and Space Administration where he
was Chief of External Relations, he established his own consulting firm, Templeton and
Company.  Since 1995, Mr. Templeton has been Senior Consultant to the government
relations firm of BKSH & Associates.  From 1999 through 2003, Mr. Templeton was
also employed by the Coalinga Corporation, a private financial management company, serving
as Washington Representative.  Additionally, Mr. Templeton is Chairman of the Board
of the EdVenture Group, a non-profit corporation that provides technology and related
consulting services to educators and businesses.  Mr. Templeton is also associated
with outreach activities of prominent disabilities organizations.

Kevin Hall was appointed to
our Board of Directors on February 29, 2008. Mr. Hall currently operates a private
consulting company that provides services to a broad range of businesses. Additionally, in
2007 Mr. Hall was appointed to serve as an independent director of Fuser, a private Web
2.0 technology startup. From 2001 through 2007 Mr. Hall was the Chief Information Officer
of ProFlowers. From 1995 through 2001 Mr. Hall served as the Chief Technology and
Information Officer of Amherst Technology. Mr. Hall holds a Bachelor of Science degree in
Exercise Physiology, graduating Cum Laude from the University of Massachusetts at Amherst,
and has taken advanced coursework toward his MBA in Executive Management at Loyola College
Baltimore, Maryland.

36

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Howard Lieber has served as
Senior Vice President of Sales and Marketing since August 21, 2007, and from May 1, 2007
to August 21, 2007 served as our Vice President of Sales since May 1, 2007. Mr. Lieber has
served as a consultant for HJL Consulting, Inc. since December 1999. From December 2006
through March 2007, Mr. Lieber served as the president of Lend Again, Inc., a company
engaged in the residential and commercial mortgage business. Additionally, from June 2002
through October 2005 Mr. Lieber worked for Petritech, a company engaged in the material
sciences industry and focusing on materials used in transportation, aerospace and
architectural applications. While at Petritech, Mr. Lieber served as the companys
Vice President of Sales and later as the chief executive officer.

Kenneth Klispie joined us May
29, 2007, and was appointed to the position of Vice President of Marketing and Sales
Operations effective October 1, 2007. Mr. Klispie was appointed as our Chief Operating
Officer on March 20, 2008. Mr. Klispie has over 22 years of software and internet
experience working with numerous organizations in 15 different industries. Most recently,
he served as Executive Vice President, Data Analytics and Business Consulting for the
Indigio Group, Inc., a Denver based internet Agency. At Indigio Mr. Klispie managed the
development and implementation of a broad array of web tracking, key performance indicator
management, behavioral and user segmentation, customer and operational support, and other
interactive marketing and web-based solutions for national account clients.

Section
16(a) Beneficial Ownership Reporting Compliance

Section
16(a) of the Exchange Act, as amended, requires the Companys officers and directors
and persons who own more than 10% of the Companys outstanding Common Stock to file
reports of ownership with the Securities and Exchange Commission (SEC).
Directors, officers, and greater than 10% stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

Based
solely on a review of Forms 3, 4, and 5 and amendments thereto furnished to the Company
during and for the Companys year ended December 31, 2007, there were no directors,
officers or more than 10% stockholders of the Company who failed to timely file a Form 3,
4 or 5 except as follows: our former Chief Operating Officer, Michael Fay, failed to
timely file a Form 3 upon his appointment as an officer, and Jerry Overgaard and Victor
Lazzaro each failed to timely file a Form 4 reporting one transaction involving the
acquisition of common shares and warrants.

Code
of Ethics

On
March 9, 2007, the Board of Directors adopted a code of ethics that applies to all of our
officers and employees, including our principal executive officer, principal financial
officer, principal accounting officer and controller. Our Code of Ethics establishes
standards and guidelines to assist the directors, officers, and employees in complying
with both the Companys corporate policies and with the law and is posted at our
website www.disaboom-inc.com. Persons desiring a copy of our Code of Ethics will be
provided one at no cost upon submitting a written request to the Company.

Audit
Committee

The
Company has a separately designated standing audit committee established in accordance
with Section 3(a)(58)(A) of the Exchange Act. Mr. Lazzaro, Mr. Overgaard and Mr. Petso
serve on the Companys Audit Committee, each of whom is considered independent. Mr.
Petso has been designated as the chairman and financial expert on the Audit Committee. The
Company defines independent as that term is defined in Rule 4200(a)(15) of the
Nasdaq listing standards.

37

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The
audit committee was formed on March 9, 2007. The Board of Directors has adopted a written
charter for the audit committee.

|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Compensation and other
Benefits of Executive Officers

The
following table sets out the compensation received for each fiscal year since our
inception, in respect to each of the individuals who served as the Companys chief
executive officer and chief financial officer at any time during the last fiscal year and
the Companys most highly compensated executive officers whose total salary and bonus
exceeded $100,000 (the Named Executive Officers).

# SUMMARY COMPENSATION
TABLE

|Name and Principal Position           |  | Fiscal Year |      | Salary ($) |  | Bonus ($) |         | Option Awards ($) |   | All Other Compensation ($) |  | Total ($) |        
|------------------------------------- |  | ----------- | ---- | ---------- |  | --------- | ------- | ----------------- | - | -------------------------- |  | --------- | -------
|JW Roth                               |  |             |      |            |  |           |         |                   |   |                            |  |           |        
|Chief Executive Officer               |  |             | 2007 |            |  | $         | 100,000 |                   | $ | 7,692                      |  | $         | 0      
|                                      |  |             | 2006 |            |  | $         | 0       |                   | $ | 0                          |  | $         | 0      
|                                      |  |            
|J. Glen House                         |  |            
|Chief Medical Officer                 |  |             | 2007 |            |  | $         | 88,269  |                   | $ | 5,769                      |  | $         | 0      
|                                      |  |             | 2006 |            |  | $         | 0       |                   | $ | 0                          |  | $         | 0      
|                                      |  |            
|John Walpuck                          |  |            
|President and Chief Financial Officer |  |             | 2007 |            |  | $         | 128,750 |                   | $ | 7,962                      |  | $         | 226,293
|                                      |  |             | 2006 |            |  | $         | 0       |                   | $ | 0                          |  | $         | 0      
|                                      |  |            
|Michael Fay(1)                        |  |             | 2007 |            |  | $         | 89,583  |                   | $ | 5,769                      |  | $         | 82,184 
|Former Chief Operating Officer        |  |             | 2006 |            |  | $         | 0       |                   | $ | 0                          |  | $         | 0      
|                                      |  |            
|Howard Lieber                         |  |             | 2007 |            |  | $         | 100,000 |                   | $ | 5,769                      |  | $         | 154,662
|Senior Vice President, Sales          |  |             | 2006 |            |  | $         | 0       |                   | $ | 0                          |  | $         | 0      

| | (1) | Michael
Fay resigned as the Company's Chief Operating Officer effective February 29, 2008.
| | --- | ------------------------------------------------------------------------------------------

Compensation
Discussion and Analysis

The
 following  Compensation  Discussion  and Analysis  describes  the material  elements of
 compensation  for the  executive officers identified in the Summary Compensation Table
contained above for Messrs. Roth, House, Walpuck, Fay and Lieber.

The
 Compensation  Committee of our Board of Directors (the  "Committee")  reviews and
approves the total direct  compensation packages for each of our executive  officers.
 Notably the salary and other benefits  payable to our named  executive  officers are set
forth in employment  agreements  which are  discussed  below.  Stock option  grants,  as
 applicable to certain of the named  executive officers, are approved by the full board
of directors.

38

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Cash Compensation Payable To Our
Named Executive Officers.

Our
Named Executive  Officers  receive a base salary payable in accordance  with our normal
payroll  practices and pursuant to contracts  between each of these officers and Disaboom
(which  contracts are described in more detail below).  Based on the Committee's
knowledge of the industry and Disaboom's  performance to date the Committee  believes
that their base salaries are competitive to those that are received by comparable
 officers  with  comparable  responsibilities  in similar  companies.  Cash  compensation
 in 2007 also included a yearend bonus and other cash benefits or reimbursements  which
 approximated  from 5% to 8% of the named executive  officers annual salary,  excluding
 approximately  $50,000 paid to Mr. Lieber as an independent  consultant for services he
provided the Company prior to May 2007, and excluding board meeting fees for Messrs Roth,
House and Walpuck.

When
the  Committee  considers  total  cash  compensation  for our named  executive  officers,
 we do so by  evaluating  their responsibilities, experience and the competitive
marketplace.  Specifically, the Committee considers the following factors:

| | 1. | the
 executive's  leadership  and  operational  performance  and  potential  to  enhance
 long-term  value  to  the  Company's          shareholders;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | performance
compared to the financial, operational and strategic goals established for the Company;
| | -- | ---------------------------------------------------------------------------------------------------

| | 3. | the
nature, scope and level of the executive's responsibilities;
| | -- | ----------------------------------------------------------------

| | 4. | competitive
market compensation paid by other companies for similar positions, experience and
performance levels; and
| | -- | ---------------------------------------------------------------------------------------------------------------------

| | 5. | the
executive's  current salary,  bonus,  cash incentive  compensation,  and the  appropriate
 balance between  incentives for          medium-term and short-term performance.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Option Grants To Our Named Executive
Officers.

We
have  granted  stock  options to certain of our Named  Executive  Officers.  These
 option  grants are  intended to provide incentives  to our  officers  who  contribute
 to the  success of Disaboom by offering  them the  opportunity  to acquire an  ownership
interest in it. We believe that option  grants also help to align the  interests of our
 management  and  employees  with the interests of shareholders.

To
date,  of our Named  Executive  Officers,  we have granted  options to our  President
 and Chief  Financial  Officer,  John Walpuck,  and our Senior Vice President of Sales,
 Howard  Lieber.  Mr.  Walpuck's  options vest over time,  with certain  options only
vesting upon the  achievement of certain  company  events.  Mr.  Lieber's  options vest
over time only upon the  achievement of certain defined billed  revenue  objectives.  We
believe that option these option grants serve as additional  incentive for our officers
and in turn the  achievement  of these  objectives  will help our  performance.  Messrs.
 Roth and House have not been  granted any options to date.

Employment Agreements with our Named
Executive Officers.

We
have entered into  employment  agreements  with each of our Named  Executive  Officers.
 Each of our executive  officers is paid a salary for their  services and certain of our
executive  officers have been granted  stock  options in  consideration  for their
services.  When the Compensation  Committee  considers  salaries for our executives,  it
does so by evaluating their  responsibilities, experience,  the competitive  marketplace,
 and our financial  resources and  projections.  Pursuant to its Charter,  our
 Compensation Committee reviews and approves the terms of the compensation granted to our
executive officers.

39

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J.W. Roth:   On October 1, 2007, we
entered into an employment agreement with our Chief Executive Officer and Chairman of
the Board, J.W. Roth. The agreement is for an initial three year term and may be
automatically extended for additional one year terms. Pursuant to the agreement Mr.
Roth receives an annual salary of $200,000. Unless the agreement is terminated for
cause, or as a result of Mr. Roth's death or disability preventing him from working,
if we terminate the employment agreement Mr. Roth will be entitled to a severance
payment equal to his annual salary.

J. Glen House:   On October 1,
2007, we entered into an employment agreement with our Chief Medical Officer. The
agreement is for an initial three year term and may be automatically extended for
additional one year terms. Pursuant to the agreement, Dr. House receives an annual
salary of $150,000 which will be increased to $200,000 when Dr. House works for
Disaboom on a full time basis. Unless the agreement is terminated for cause, or as a
result of Dr. House's death or disability preventing him from working, if we terminate
the employment agreement Dr. House will be entitled to a severance payment equal to his
annual salary.

John Walpuck:   On April 2, 2007 we
entered into an employment agreement with John Walpuck who currently serves as our
President, Chief Financial Officer, Secretary and Treasurer. The employment
agreement is for an initial two year term and thereafter may be automatically extended
for additional one year terms. Pursuant to the agreement, Mr. Walpuck's annual salary
initially received an annual salary of $150,000 but with the closing of our September
and October 2007 private placement now receives an annual salary of $200,000. Mr.
Walpuck is eligible for an annual bonus upon the achievement of certain milestones,
with the milestones to be mutually agreed upon by Mr. Walpuck and Disaboom. Unless the
employment agreement is terminated for cause, or as a result of Mr. Walpuck's death
or disability, if we terminate the agreement Mr. Walpuck will be entitled to a
severance payment equal to six months of his annual salary.

In
 connection with his employment,  Mr. Walpuck was granted 1,750,000 options to purchase
our common stock at $0.50 per share, of which 250,000  options vested  immediately,
 250,000 vested on September 1, 2007,  500,000 vested on January 1, 2008, and 500,000 on
January 1, 2009  provided Mr.  Walpuck is an employee or director of the Company on each
vesting date.  The final 250,000  options only vest upon the occurrence of certain
Company events including a merger, acquisition or consolidation.

Howard Lieber:   Effective May 1,
2007 Howard Lieber began serving as our Vice President of Sales at an annual salary of
$150,000. Effective October 1, 2007, Mr. Lieber was promoted to Senior Vice President
of Sales. We entered into an employment agreement with Mr. Lieber effective as of
December 1, 2007. Pursuant to the agreement Mr. Lieber receives an annual salary of
$150,000. Unless the agreement is terminated for cause, or as a result of Mr.
Lieber's death or disability preventing him from working, if we terminate the
employment agreement Mr. Lieber will be entitled to a severance payment equal to three
months of his annual salary. Additionally, we paid Mr. Lieber $50,000 as an independent
consultant for services he provided the Company prior to May 2007.

On
May 1, 2007 the Board of Directors  granted Mr. Lieber 500,000  incentive stock options
 exercisable at fair market value on May 1, 2007. Mr.  Lieber's  option  agreement was
 subsequently  amended  effective  December 1, 2007,  whereby  200,000 of the 500,000
options  are vested as of the  updated  effective  date,  and the  remainder  will vest
over a four year  period  with a portion of the options  vesting  only upon the Company
 meeting  annual  billed  revenue  quotas and Mr.  Lieber  remaining  an employee of
 Disaboom. Additionally,  Mr. Lieber was granted  250,000  options on October 1, 2007
with the options vesting on April 30, 2008 but only upon the achievement of defined
performance objectives.

40

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Michael Fay:   On April 23, 2007, we
entered into an employment agreement with Michael Fay, our former Chief Operating
Officer. Mr. Fay's employment agreement was for an initial two year term, pursuant
to which at the time of his resignation we were paying him an annual salary of
$150,000. Mr. Fay resigned as a Company officer effective February 29, 2008 and
terminated his employment agreement.

# OUTSTANDING EQUITY
AWARDS AT FISCAL YEAR-END 2007

|               | Option Awards | 
|-------------- | ------------- | 
|
|
|JW Roth        |               | 
|               |               | 
|Glen House     |               | 
|               |               | 
|John Walpuck   |               | 
|               |               | 
|Michael Fay(2) |               | 
|               |               | 
|               |               | 
|Howard Lieber  |               | 
|               |               | 

|(1) | The
material terms of these option grants are described in the Option Grants To           Our
Named Executive Officers notes above.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(2) | Michael
Fay resigned as the           Companys Chief Operating Officer effective February
29, 2008.
|--- | ----------------------------------------------------------------------------------------------------

# Option Exercises and
Stock Vested

None
of our executive officers exercised any stock options, SARs or similar instruments during
the fiscal year ended December 31, 2007, or subsequently. None of our current executive
officers serving were granted restricted common stock that was subject to a vesting
schedule during our fiscal year ended December 31, 2007, or subsequently.

# Pension Benefits

Disaboom
has no defined benefit plans, supplemental executive retirement plans or actuarial plans.

# Nonqualified Defined
Contribution and Other Deferred Compensation Plans

Disaboom
does not have any nonqualified defined contribution or deferred compensation plans.

41

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# Director Compensation

In
January 2007 the Board adopted resolutions whereby each board member receives $550 for
participating in Board meetings and is reimbursed for travel and related expenses if the
meeting is attended in person.

On
March 9, 2007 our Board of Directors formed an Audit Committee, a Compensation Committee
and a Nominating Committee. Mr. Petso was nominated to serve as the chairman of the Audit
and Compensation Committees. As compensation for serving on the Board of Directors and as
chairman of the Audit and Compensation Committees, and for serving on the Nominating
Committee, Mr. Petso was granted 150,000 stock options. As compensation for serving on
the Board of Directors and as chairman of the Nominating Committee and serving on the on
Audit and Compensation Committees, Mr. Lazzaro was granted 100,000 stock options. As
compensation for serving on the Audit, Nominating and Compensation committees, Mr.
Overgaard was granted 50,000 stock options. Additionally, we granted Mr. Templeton
100,000 options upon his appointment to our Board of Directors in July 2007. Upon his
appointment to the Board on February 29, 2008, Mr. Hall was granted 50,000 options.

The
following table reflects the compensation of our directors for our fiscal year ended
December 31, 2007:

# DIRECTOR COMPENSATION

|Name               |  | Earned or Paid in Cash |   | Option Awards |  | Total |       
|------------------ |  | ---------------------- | - | ------------- |  | ----- | ------
|Victor Lazzaro     |  |                        | $ | 3,850         |  | $     | 10,783
|Jay Belk(1)        |  |                        | $ | 3,300         |  | $     |      
|R. Jerry Overgaard |  |                        | $ | 5,500         |  | $     | 5,269 
|David Petso        |  |                        | $ | 5,500         |  | $     | 16,052
|Patrick Templeton  |  |                        | $ | 2,200         |  | $     | 45,673

(1)              Mr.
Belk served as a director of the Company from its inception through August           23,
2007.

During
our 2007 fiscal year Messrs. Roth, House, and Walpuck served on our Board of Directors and
also served as executive officers of the Company. None of the named executive officers
received separate stock option compensation for serving as a director, but did receive the
Board meeting fees described herein. Messrs. Roth, House, and Walpuck Board meeting fees
are included in the All Other Compensation column of the Summary Compensation
Table above.

|ITEM 12. | SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
|-------- | ------------------------------------------------------

Security Ownership of
Certain Beneficial Owners

The number of shares outstanding of the Companys Common Stock at March 18, 2008 was
39,763,080. The following table sets forth the beneficial ownership of the Companys
Common Stock as of March 18, 2008 by each Director and each Executive Officer of the
Company, by all Directors and Executive Officers as a group, and sets forth the number of
shares of Common Stock owned by each person who owned of record, or was known to own
beneficially, more than 5% of the outstanding shares of Common Stock.

42

---



# SECURITY OWNERSHIP OF
BENEFICIAL OWNERS AND MANAGEMENT

|Name and Address of Beneficial
                    Owner                                                                                                                                       | Amount and

                    Nature of

                    Beneficial

                    Ownership | Percentage of

                    Common Stock
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | -----------------------------------------------
|                                                                                                                                                                                               |                                                                                                          |                                                
|J.W. Roth

                    7730 E. Belleview Avenue
                    Suite A-306

                    Greenwood Village, CO
                    80111                                   | 7,525,000                                                                                                | 17.5%                                          
|                                                                                                                                                                                               |                                                                                                          |                                                
|J. Glen House

                    7730 E. Belleview Avenue
                    Suite A-306

                    Greenwood Village, CO
                    80111                               | 7,500,000                                                                                                | 17.4%                                          
|                                                                                                                                                                                               |                                                                                                          |                                                
|John Walpuck
                    (1)

                    7730 E. Belleview Avenue
                    Suite A-306

                    Greenwood Village, CO
                    80111        | 1,500,000                                                                                                | 3.5%                                           
|                                                                                                                                                                                               |                                                                                                          |                                                
|Victor Lazzaro, Jr.
                    (2)

                    7730 E. Belleview Avenue
                    Suite A-306

                    Greenwood Village, CO
                    80111 | 297,333                                                                                                  | *                                              
|                                                                                                                                                                                               |                                                                                                          |                                                
|R. Jerry Overgaard
                    (3)

                    7730 E. Belleview Avenue
                    Suite A-306

                    Greenwood Village, CO
                    80111  | 1,032,667                                                                                                | 2.4%                                           
|                                                                                                                                                                                               |                                                                                                          |                                                
|David Petso
                    (4)

                    7730 E. Belleview Avenue
                    Suite A-306

                    Greenwood Village, CO
                    80111         | 686,667                                                                                                  | 1.6%                                           
|                                                                                                                                                                                               |                                                                                                          |                                                
|Patrick Templeton
                    (5)

                    7730 E. Belleview Avenue
                    Suite A-306

                    Greenwood Village, CO
                    80111   | 98,553                                                                                                   | *                                              
|                                                                                                                                                                                               |                                                                                                          |                                                
|Howard Lieber
                    (6)

                    7730 E. Belleview Avenue
                    Suite A-306

                    Greenwood Village, CO
                    80111       | 230,000                                                                                                  | *                                              
|                                                                                                                                                                                               |                                                                                                          |                                                
|Kenneth Klispie (7)

                    7730 E. Belleview Avenue
                    Suite A-306

                    Greenwood Village, CO
                    80111                         | 0                                                                                                        | 0                                              
|                                                                                                                                                                                               |                                                                                                          |                                                
|Kevin Hall(8)

                    7730 E. Belleview
                    Avenue,

                    Suite A-306

                    Greenwood Village, CO
                    80111         | 116,667                                                                                                  | *                                              
|                                                                                                                                                                                               |                                                                                                          |                                                
|All Directors and Executives
                    as a Group                                                                                                                                    | 18,986,887                                                                                               | 44.1%                                          

*
Indicates less than one percent.

The number of shares beneficially
owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934,
and the information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which the selling
stockholders has sole or shared voting power or investment power and also any shares,
which the selling stockholders has the right to acquire within 60 days. The actual number
of shares of common stock outstanding may increase prior to the effectiveness of this
registration statement due to penalty shares which may be issued.

43

---



|(1) | Includes
500,000 shares purchased on March 23, 2007 and options to purchase           1,000,000
shares of common stock granted on April 2, 2007. Does not include           options to
purchase 750,000 shares of common stock that vest on January 1, 2009,           or upon
the occurrence of certain company events.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes
140,000 shares of common stock purchased in the private placement           completed on
March 9, 2007 held in the Victor Lazzaro, Jr. Trust DTD 10/3/05 and           includes
options to purchase 34,000 shares of common stock. Also includes           113,333 shares
and 10,000 shares underlying warrants purchased by Nanine A.           Odell, Mr. Lazzaros
wife. Does not include options to purchase 66,000           shares of common stock
granted on March 9, 2007 that vest on December 31, 2008,           and thereafter.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes
800,000 shares purchased in November 2006 and includes options to           purchase
16,000 shares of common stock. Also includes 166,667 shares and 50,000           shares
underlying warrants purchased by Mr. Overgaards wife. Does not           include
options to purchase 34,000 shares of common stock at $0.50 per share           granted on
March 9, 2007 that vest on December 31, 2008, and thereafter.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes
520,000 shares purchased on February 15, 2007, 66,667 shares purchased           on
October 5, 2007 and 50,000 shares underlying warrants purchased on October 5,
          2007. Also includes options to purchase 50,000 shares of common stock. Does not
          include options to purchase 100,000 shares of common stock granted on March 9,
          2007 that vest on December 31, 2008, and thereafter.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes
27,745 shares purchased in the private placement completed on December           10, 2007
and 20,808 shares underlying warrants purchased on December 10, 2007.           Includes
50,000 options that vest on December 31, 2007, does not include options           to
purchase 50,000 shares of common stock granted on July 3, 2007 that vest on
          December 31, 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes
30,000 shares purchased on February 19, 2007 and options to purchase           200,000
shares of common stock. Does not include options to purchase 300,000           shares of
common stock to be granted on May 1, 2007 that only vest upon the           achievement
of certain defined performance goals. Also, does not include options           to
purchase 250,000 shares of common stock that only vest upon the achievement           of
certain defined performance goals.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Does
not include options to purchase an aggregate of 300,000 shares of common           stock
as these options vest on May 30, 2008 and thereafter, or upon achievement           of
certain defined performance goals.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Includes
66,667 shares, 50,000 warrants to purchase shares of common stock acquired in a private
placement  closed in September, 2007. Does not include options to purchase 50,000 shares
of common stock granted on  February 29, 2008 but vesting in December 2008 and
thereafter.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

44

---



Securities Authorized for
Issuance Under Equity Plans

# SECURITIES AUTHORIZED
FOR ISSUANCE UNDER EQUITY PLANS

|Plan Category                    |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |  | Weighted average exercise price of outstanding options, warrants, and rights |  | Number of securities remaining available for future issuance |       
|-------------------------------- |  | ------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ------------------------------------------------------------ | ------
|Equity compensation plans        |  |                                                                                             |  |                                                                              |  |                                                              |       
|approved by security holders (1) |  |                                                                                             |  | 6,158,500                                                                    |  |                                                              | $ 0.85
|                                 |  |                                                                                            
|Equity compensation plans not    |  |                                                                                            
|approved by security holders(2)  |  |                                                                                             |  | 794,519                                                                      |  |                                                              | $ 1.31
|                                 |  |                                                                                            
|Total                            |  |                                                                                             |  | 6,953,019                                                                    |  |                                                              | $ 0.90

(1)              Includes:
(i) options to acquire 6,158,500 shares of common stock under the 2006           Plan.

(2)              Includes:
(i) warrants to purchase 450,000 shares of Common Stock as           compensation for
services to Memphis Consulting, (ii) warrants to purchase           66,325 shares of
Common Stock as compensation for services to W3 Ventures, Inc.;           (iii) warrants
to purchase 10,000 shares of Common Stock as compensation for           services to Lori
Sunshine; (iv) performance warrants, granted January 3, 2008,           to purchase
125,000 shares of Common Stock as compensation for services to The           Geek
Factory, Inc.; (v) performance warrants, granted January 3, 2008, to           purchase
100,000 shares of Common Stock as compensations for services to           Thunderbolt;
(vi) 18,000 shares of Restricted Stock as compensation for services           to Memphis
Consulting; (vii) 1,000 shares of Restricted Stock as compensation           for services
to Kurt Palisi; (viii) 24,194 shares of Restricted Stock as           compensation for
services to Nicholas Buoniconti.

Changes
in Control

None.

|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|-------- | --------------------------------------------------------------------------

There
have not been any transactions, or proposed transactions, during the last two years, to
which the Company was or is to be a party, in which any Company director or executive
officer, any nominee for election as a director, any security holder owning beneficially
more than five percent of the common stock of the Registrant, or any member of the
immediate family of the aforementioned persons had or is to have a direct or indirect
material interest, except as follows:

J.W.
Roth, an officer and director of the Company advanced approximately $63,000 to the
Company to help fund our working capital start up costs. Mr. Roth converted $50,000 into
100,000 shares of our common stock  in
March 2007, and the remaining $13,000 was subsequently repaid.

Prior
to Patrick Templeton being appointed to our Board of Directors, we engaged BKSH & Associates
(BKSH) to provide Disaboom governmental relations consulting services. We paid BKSH a
monthly fee of $7,500 for three months for the consulting services. In his capacity as a
consultant for BKSH, Mr. Templeton was involved in providing such consulting services to
Disaboom, and in that capacity received half of the fees Disaboom paid to BKSH, for an
aggregate of approximately $11,250.

45

---



The
Company currently maintains a bank account through Petso Financial Advisors,
Inc./Cambridge Investment Research Advisors, Inc. Through this account the Company invests
a portion of its cash in short term liquid investments. David Petso, who currently serves
on our Board of Directors and as the Chairman of our Audit Committee, is the president of
Petso Financial Advisors. Mr. Petso has not received any commissions or other remuneration
as a result of our maintenance of the account at Petso Financial Advisors.

On
February 29, 2008 Kevin Hall was appointed to our Board of Directors. Further, on March 1,
2008 Mr. Hall began providing the Company consulting services related to the continuing
development of our website and technical operations.  In consideration we have agreed
to pay Mr. Hall $10,000 per month for an initial 60 day period ending April 30, 2008,
and thereafter have agreed to pay Mr. Hall $3,750 per calendar quarter until either we or
Mr. Hall terminate the consulting arrangement.  We expect to enter into a
written consulting agreement with Mr. Hall containing the described terms.

Director
Independence

Our
Board of Directors currently consists of Messrs. Roth, Walpuck, House, Petso, Lazzaro,
Overgaard, Templeton and Hall. The Company defines independent as that term is
defined in Rule 4200(a) (15) of the Nasdaq listing standards. Messrs. Petso, Templeton,
Lazzaro, and Overgaard qualify as independent and none has any material relationship with
the Company that might interfere with his exercise of independent judgment. Messrs. Petso,
Lazzaro and Overgaard each serve on our audit, nominating, and compensation committees.

|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

|(a) | Audit
Fees.
|--- | -----------

Our
principal accountant, GHP Horwath, P.C., billed us aggregate fees in the amount of
approximately $51,500 for the fiscal year ended December 31, 2007 and approximately $5,000
for the fiscal year ended December 31, 2006. These amounts were billed for professional
services that GHP Horwath provided for the audit of our annual financial statements,
registration statement consents, review of the financial statements included in our
reports on 10-Q and other services typically provided by an accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.

|(b) | Audit-Related
Fees.
|--- | -------------------

GHP
Horwath billed us aggregate fees in the amount of $0 for the fiscal years ended December
31, 2007 and 2006 for assurance and related services that were reasonably related to the
performance of the audit or review of our financial statements.

|(c) | Tax
Fees
|--- | --------

GHP
Horwath fees related to tax return preparation were $0 and $2,200 for the fiscal years
ended December 31, 2007 and 2006, respectively.

|(d) | All
Other Fees
|--- | --------------

GHP
Horwath billed us aggregate fees in the amount of $0 for the fiscal years ended December
31, 2007 and 2006 for other fees.

46

---



|(e) | Audit
Committees Pre-Approval Practice
|--- | ---------------------------------------

Section
10A(i) of the Securities Exchange Act of 1934 prohibits our auditors from performing
audit services for us as well as any services not considered to be audit servicesunless
such services are pre-approved by the Audit Committee of the Board of Directors, or
unless the services meet certain de minimis standards. The Audit Committees
charter provides that the Audit Committee must:

| | Preapprove
all audit services that the auditor may provide to us or any subsidiary (including,
without limitation, providing comfort letters in connection with securities underwritings
or statutory audits) as required by §10A(i)(1)(A) of the Securities Exchange Act of
1934 (as amended by the Sarbanes-Oxley Act of 2002).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Preapprove
all non-audit services (other than certain de minimis services described in §10A(i)(1)(B)
of the Securities Exchange Act of 1934 (as amended by the Sarbanes-Oxley Act of 2002))
that the auditors propose to provide to us or any of its subsidiaries.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Audit Committee considers at its meetings, when appropriate, whether to approve any audit
services or non-audit services. In some cases, management may present the request; in
other cases, the auditors may present the request.

47

---



# PART IV

Exhibits

|EXHIBIT NO | DESCRIPTION
|---------- | -----------

|3.1 | Articles
of Incorporation filed September 6, 2006. (1)
|--- | ------------------------------------------------------

|3.1.1 | Articles
of Amendment to the Articles of Incorporation filed November 13, 2006. (1)
|----- | -----------------------------------------------------------------------------------

|3.1.2 | Articles
of Amendment to the Articles of Incorporation filed August 21, 2007. (2)
|----- | ---------------------------------------------------------------------------------

|3.2 | Bylaws,
as amended. (7)
|--- | -----------------------

|4.1 | Specimen
Certificate of Common Stock. (1)
|--- | -----------------------------------------

|10.1 | 2006
Stock Option Plan. (1)
|---- | ---------------------------

|10.2 | Acceptance
Agreement for Website Development, dated January 10, 2007. (1)
|---- | -------------------------------------------------------------------------

|10.3 | Agreement
with Blue Shirt Group dated March 1, 2007. (1)
|---- | --------------------------------------------------------

|10.4 | Employment
Agreement with John Walpuck dated April 2, 2007. (1)
|---- | ---------------------------------------------------------------

|10.5 | Sublease
Agreement with Merlin Technical Solutions, Inc. (3)
|---- | ------------------------------------------------------------

|10.6 | Business
Consultant Agreement and Warrant Dated July 6, 2007. (4)
|---- | -----------------------------------------------------------------

|10.7 | Employment
Agreement with J.W. Roth, dated October 1, 2007. (5)
|---- | ---------------------------------------------------------------

|10.8 | Employment
Agreement with J. Glen House, dated October 1, 2007. (5)
|---- | -------------------------------------------------------------------

|10.9 | Employment
Agreement with Howard Lieber, dated December 1, 2007. (6)
|---- | --------------------------------------------------------------------

|23.1 | Consent
of GHP Horwath, P.C. Filed herewith
|---- | -------------------------------------------

|31.1 | Certification
of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section
            302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.2 | Certification
of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted              pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.1 | Certification
 of Principal Executive Officer Pursuant to 18 U.S.C.  Section  1350,  as adopted  pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002, filed herewith.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.2 | Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002, filed herewith.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|(1) | Incorporated
by reference from Form 10-QSB filed May 15, 2007.
|--- | --------------------------------------------------------------

|(2) | Incorporated
by reference from Form 8-K, filed August 24, 2007.
|--- | ---------------------------------------------------------------

|(3) | Incorporated
by reference from Form 8-K filed June 11, 2007.
|--- | ------------------------------------------------------------

|(4) | Incorporated
by reference from Form 8-K filed July 12, 2007.
|--- | ------------------------------------------------------------

|(5) | Incorporated
by reference from Form 8-K filed December 26, 2007.
|--- | ----------------------------------------------------------------

|(6) | Incorporated
by reference from Form 8-K filed December 17, 2007.
|--- | ----------------------------------------------------------------

|(7) | Incorporated
by reference from Form 8-K filed March 6, 2008.
|--- | ------------------------------------------------------------

48

---



# SIGNATURES

In accordance with Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

|                                                                                    |                                                                                                                                                                                                                       
|----------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: March 20, 2008
                    
                    
Date: March 20, 2008 | DISABOOM, INC
By: /s/ J.W. Roth
       J.W. Roth,
       Principal Executive Officer
 By: /s/ John Walpuck
       John Walpuck,
       President, Chief Financial Officer, Principal Accounting Officer and Controller

Pursuant to the requirement of the
Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated:

|                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: March 20, 2008
                    
Date: March 20, 2008
                    
Date: March 20, 2008
                    
Date: March 20, 2008
                    
Date: March 20, 2008
                    
Date: March 20, 2008
                    
Date: March 20, 2008
                    
Date: March 20, 2008 | By: /s/ J.W. Roth 
      J.W. Roth, Director
By: /s/ John Walpuck
      John Walpuck, Director
By: /s/ J. Glen House
      J. Glen House, Director
By: /s/ R. Jerry Overgaard
      R. Jerry Overgaard, Director
By: /s/ David Petso
      David Petso, Director
By: /s/ Victor Lazzaro
      Victor Lazzaro, Director
By: /s/ Patrick Templeton
      Patrick Templeton, Director
By: /s/ Kevin Hall
      Kevin Hall, Director

49

---



# DISABOOM, INC.
                                                     (A DEVELOPMENT STAGE COMPANY)

# CONTENTS

|                                                               | PAGE | 
|-------------------------------------------------------------- | ---- | 
|Report of Independent Registered Public Accounting Firm        |      | 
|                                                               |     
|Financial Statements:                                          |      | 
|                                                               |     
|Balance sheets as of December 31, 2007 and 2006                |      | 
|                                                               |     
|Statements  of  operations  for the year ended                 |      | 
|December 31, 2007, the period from September 5, 2006           |      | 
|(inception) through December 31, 2006, and the period          |      | 
|from September 5, 2006 (inception) through December 31, 2007   |      | 
|                                                               |     
|Statements of shareholders' equity for the period from         |      | 
|September 5, 2006 (inception) through December 31, 2007        |      | 
|                                                               |     
|Statements of cash flows for the year ended December 31, 2007, |      | 
|the period from September 5, 2006 (inception) through          |      | 
|December 31, 2006, and the period from September 5, 2006       |      | 
|(inception) through December 31, 2007                          |      | 
|                                                               |     
|Notes to financial statements                                  |      | 

F-1

---



# REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Board of DirectorsDisaboom,
Inc.Denver, Colorado

We have audited the accompanying balance
sheets of Disaboom, Inc. (a development stage company) as of December 31, 2007 and 2006, and the related statements of
operations, shareholders equity and cash flows for the year ended December 31, 2007,
the period from September 5, 2006 (inception) through December 31, 2006 and the period
from September 5, 2006 (inception) through December 31, 2007. These financial statements
are the responsibility of the Companys management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial
position of Disaboom, Inc. as of December 31, 2007 and 2006, and the results of its
operations and its cash flows for the year ended December 31, 2007 and the periods from
September 5, 2006 (inception) through December 31, 2006 and September 5, 2006 (inception)
through December 31, 2007, in conformity with accounting principles generally accepted in
the United States of America.

/s/ GHP HORWATH, P.C.GHP HORWATH, P.C.

Denver, ColoradoMarch 20,
2008

F-2

---



# DISABOOM, INC.
                     (A DEVELOPMENT STAGE COMPANY)                             BALANCE
SHEETS

|                                                                       | December 31, 2007 |  | December 31, 2006 |           
|---------------------------------------------------------------------- | ----------------- |  | ----------------- | ----------
|ASSETS                                                                 |                   |  |                   |           
|Current assets:                                                        |                   | 
|Cash and cash equivalents                                              |                   |  | $                 | 4,432,751 
|Short-term investments                                                 |                   |  |                   | 2,212,442 
|Accounts receivable                                                    |                   |  |                   | 77,713    
|Receivable from issuance of common stock                               |                   |  |                   |          
|Prepaid expenses                                                       |                   |  |                   | 104,319   
|                                                                       |                   |  |                   |           
|Total current assets                                                   |                   |  |                   | 6,827,225 
|Property and equipment, net                                            |                   |  |                   | 30,133    
|Deposits                                                               |                   |  |                   | 7,667     
|                                                                       |                   |  |                   |           
|Total assets                                                           |                   |  | $                 | 6,865,025 
|                                                                       |                   |  |                   |           
|LIABILITIES AND SHAREHOLDERS' EQUITY                                   |                   | 
|Current liabilities:                                                   |                   | 
|Accounts payable                                                       |                   |  | $                 | 219,064   
|Accrued expenses                                                       |                   |  |                   | 185,988   
|Advances, related party                                                |                   |  |                   |          
|Other current liabilities                                              |                   |  |                   | 14,559    
|                                                                       |                   |  |                   |           
|Total liabilities (all current)                                        |                   |  |                   | 419,611   
|                                                                       |                   |  |                   |           
|Commitments and contingencies                                          |                   | 
|Shareholders' equity:                                                  |                   | 
|Preferred stock, $0.0001 par value; authorized                         |                   | 
|10,000,000 shares; none issued and outstanding                         |                   |  |                   |          
|Common stock, $0.0001 par value; authorized 65,000,000                 |                   | 
|shares; 41,926,080 and 21,250,000 issued and outstanding, respectively |                   |  |                   | 4,193     
|Additional paid-in capital                                             |                   |  |                   | 14,407,558
|Deficit accumulated during the development stage                       |                   |  |                   | (7,966,337
|                                                                       |                   |  |                   |           
|Total shareholders' equity                                             |                   |  |                   | 6,445,414 
|                                                                       |                   |  |                   |           
|Total liabilities and shareholders' equity                             |                   |  | $                 | 6,865,025 
|                                                                       |                   |  |                   |           

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

F-3

---



# DISABOOM, INC.
               (A DEVELOPMENT STAGE COMPANY)                  STATEMENTS OF OPERATIONS

|                                         | Year ended December 31, 2007 |  | September 5, 2006 (inception) through December 31, 2006 |            | September 5, 2006 (inception) through December 31, 2007 |  
|---------------------------------------- | ---------------------------- |  | ------------------------------------------------------- | ---------- | ------------------------------------------------------- | -
|Revenue                                  |                              |  | $                                                       | 83,682     |                                                         | $
|Expenses:                                |                              | 
|Sales and marketing                      |                              |  |                                                         | (2,851,819 | )                                                       |  
|General, administrative and other        |                              |  |                                                         | (5,217,492 | )                                                       |  
|                                         |                              |  |                                                         |            |                                                         |  
|Loss from operations                     |                              |  |                                                         | (7,985,629 | )                                                       |  
|Other income (expense):                  |                              | 
|Interest income                          |                              |  |                                                         | 86,969     |                                                         |  
|Loss on short-term investments           |                              |  |                                                         | (50,690    | )                                                       |  
|                                         |                              |  |                                                         |            |                                                         |  
|Net loss                                 |                              |  | $                                                       | (7,949,350 | )                                                       | $
|                                         |                              |  |                                                         |            |                                                         |  
|Net loss per share, basic and diluted    |                              |  | $                                                       | (0.28      | )                                                       |  
|                                         |                              |  |                                                         |            |                                                        
|Weighted average number of common shares |                              | 
|outstanding, basic and diluted           |                              |  |                                                         | 28,697,880 |                                                         |  
|                                         |                              |  |                                                         |            |                                                        

| | *
Less than $ (0.01)
| | --------------------

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

F-4

---



# DISABOOM, INC.
               (A DEVELOPMENT STAGE COMPANY)                 STATEMENTS OF CHANGES IN
SHAREHOLDERS' EQUITY

|                                                        | Common stock |  | Additional Paid-In |            | Deficit accumulated during the development |   |      
|------------------------------------------------------- | ------------ |  | ------------------ | ---------- | ------------------------------------------ | - | -----
|
|Initial issuance of common stock, November 2006         |              |  |                    | 21,250,000 |                                            | $ | 2,125
|                                                        |              | 
|Net loss                                                |              |  |                    |            |                                            |   |      
|                                                        |              |  |                    |            |                                            |   |      
|Balances at December 31, 2006                           |              |  |                    | 21,250,000 |                                            |   | 2,125
|                                                        |              | 
|Issuance of common stock in private placement           |              | 
|at $0.50 per share, March 2007                          |              |  |                    | 5,796,000  |                                            |   | 580  
|                                                        |              | 
|Issuance of common stock to an employee in              |              | 
|exchange for cash at $0.50 per share, April 2007        |              |  |                    | 500,000    |                                            |   | 50   
|                                                        |              | 
|Issuance of common stock and warrants in private        |              | 
|placements at $0.75 per share (net of offering costs of |              | 
|$971,867), September, October and December 2007         |              |  |                    | 14,243,998 |                                            |   | 1,424
|                                                        |              | 
|Issuance of common stock for acqusition of website      |              |  |                    | 55,000     |                                            |   | 6    
|                                                        |              | 
|Issuance of common stock for services                   |              |  |                    | 58,194     |                                            |   | 6    
|                                                        |              | 
|Issuance of common stock for payable                    |              |  |                    | 12,888     |                                            |   | 1    
|                                                        |              | 
|Issuance of common stock upon exercise of option        |              |  |                    | 10,000     |                                            |   | 1    
|                                                        |              | 
|Warrants issued for consulting services                 |              |  |                    |            |                                            |   |      
|                                                        |              | 
|Compensation expense under stock option plan            |              |  |                    |            |                                            |   |      
|                                                        |              | 
|Net loss                                                |              |  |                    |            |                                            |   |      
|                                                        |              |  |                    |            |                                            |   |      
|Balances at December 31, 2007                           |              |  |                    | 41,926,080 |                                            | $ | 4,193
|                                                        |              |  |                    |            |                                            |   |      

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

F-5

---



# DISABOOM, INC.
        (A DEVELOPMENT STAGE COMPANY)            STATEMENTS OF CASH FLOWS

|                                                             | Year ended December 31, 2007 |  | September 5, 2006 (inception) through December 31, 2006 |            | September 5, 2006 (inception) through December 31, 2007 |  
|------------------------------------------------------------ | ---------------------------- |  | ------------------------------------------------------- | ---------- | ------------------------------------------------------- | -
|Cash flows from operating activities:                        |                              |  |                                                         |            |                                                         |  
|Net loss                                                     |                              |  | $                                                       | (7,949,350 | )                                                       | $
|Adjustments to reconcile net loss to cash                    |                              | 
|used in operating activities:                                |                              | 
|Stock-based compensation expense                             |                              |  |                                                         | 1,350,253  |                                                         |  
|Common stock issued for services                             |                              |  |                                                         | 89,740     |                                                         |  
|Unrealized loss on short-term investments                    |                              |  |                                                         | 50,690     |                                                         |  
|Common stock issued for website                              |                              |  |                                                         | 74,250     |                                                         |  
|Depreciation expense                                         |                              |  |                                                         | 4,557      |                                                         |  
|Changes in operating assets and liabilities:                 |                              | 
|Short-term investments                                       |                              |  |                                                         | (2,263,132 | )                                                       |  
|Accounts receivable                                          |                              |  |                                                         | (77,713    | )                                                       |  
|Prepaid expenses and deposits                                |                              |  |                                                         | (111,986   | )                                                       |  
|Accounts payable                                             |                              |  |                                                         | 236,898    |                                                         |  
|Accrued expenses                                             |                              |  |                                                         | 185,988    |                                                         |  
|Advances, related party                                      |                              |  |                                                         | 33,929     |                                                         |  
|Other current liabilities                                    |                              |  |                                                         | 14,559     |                                                         |  
|                                                             |                              |  |                                                         |            |                                                         |  
|Net cash used in operating activities                        |                              |  |                                                         | (8,361,317 | )                                                       |  
|                                                             |                              |  |                                                         |            |                                                         |  
|Cash Flows from investing activities:                        |                              | 
|Purchase of property and equipment                           |                              |  |                                                         | (34,690    | )                                                       |  
|                                                             |                              |  |                                                         |            |                                                         |  
|Net cash used in investing activities                        |                              |  |                                                         | (34,690    | )                                                       |  
|                                                             |                              |  |                                                         |            |                                                         |  
|Cash flows from financing activities:                        |                              | 
|Proceeds from issuance of common stock                       |                              |  |                                                         | 12,821,633 |                                                         |  
|Proceeds from exercise of options                            |                              |  |                                                         | 5,000      |                                                         |  
|Proceeds applied to receivable from issuance of common stock |                              |  |                                                         | 2,125      |                                                         |  
|                                                             |                              |  |                                                         |            |                                                         |  
|Net cash provided by financing activities                    |                              |  |                                                         | 12,828,758 |                                                         |  
|                                                             |                              |  |                                                         |            |                                                         |  
|Increase in cash and cash equivalents and ending cash        |                              |  | $                                                       | 4,432,751  |                                                         | $
|                                                             |                              |  |                                                         |            |                                                         |  
|Supplemental disclosure of non-cash investing and financing  |                              | 
|activities:                                                  |                              | 
|Conversion of related party advances to common stock         |                              |  | $                                                       | 50,000     |                                                         | $
|Payment of accounts payable with common stock                |                              |  |                                                         | 18,750     |                                                         |  

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

F-6

---



# DISABOOM, INC.

# (A DEVELOPMENT STAGE
COMPANY)

# NOTES TO FINANCIAL
STATEMENTS

# DECEMBER 31, 2007 AND
2006

|1. | Organization
and basis of presentation:
|-- | ---------------------------------------

| | Disaboom,
Inc. (the Company) was incorporated in the State of Colorado on September 5,
2006 with the primary purpose of developing the first interactive online community
dedicated to constantly improving the way Americans with disabilities or functional
limitations live their lives. It serves as a comprehensive online resource not only for
people living with such conditions, but their immediate families and friends, caregivers,
recreation and rehabilitation providers, and employers. The Company incorporated in
September 2006, and through the period ended December 31, 2007, the Companys
primary activities continued to be organizational in nature. The Companys
activities have consisted primarily of the planning, development and integration of our
main website, the planning and initial implementation of our marketing and business
development initiatives, the start up of its sales operations, and the initial
development of its management team and staff. The Company released a beta version of the
website on August 15, 2007, released a limited availability version on September 1, 2007,
and released the general availability version of the website on October 1, 2007. The
Companys headquarters are located in the metropolitan area of Denver, Colorado.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Summary
of significant accounting policies:
|-- | -------------------------------------------

| | Development
stage company:
| | --------------------------

| | The
Company complies with Statement of Financial Accounting Standard (SFAS) No. 7
for its characterization of the Company as development stage. Furthermore, the Company
has adopted Statement of Position (SOP) 98-5, Reporting on the Costs of
Start-Up Activities, which provides guidance on the financial reporting of start-up
costs and organizational costs, to be expensed as incurred.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | During the year ended December 31, 2007, the Company began receiving limited
amounts of revenue from its website through the sale of advertising and
sponsorship products. Advertising and sponsorship revenue comprised 99% of the
Companys total revenue received. Advertising and sponsorship revenue is
recognized ratably over the period in which it is delivered and earned. At
December 31, 2007, other current liabilities include approximately $6,000 of
deferred revenue that represents amounts received under advertising contracts
for which the advertisements have not yet been presented.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Cash
and cash equivalents:
| | --------------------------

| | The
Company considers all highly liquid investments with original maturities of three months
or less at date of purchase to be cash equivalents.
| | ------------------------------------------------------------------------------------------------------------------------------------------------

| | Short-term
investments:
| | -----------------------

| | Short-term
investments consist of a certificate of deposit with an original maturity of six months
and mutual funds. The Company accounts for short-term marketable securities in accordance
with the Financial Accounting Standards Board (FASB), Statement of Financial
Accounting Standard (SFAS) No. 115, Accounting for Certain
Investments in Debt and Equity Securities.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Marketable
securities are classified as trading securities, as the Company expects to use these funds
for operating purposes within the next year. Trading securities are reported at fair
value and unrealized gains and losses are included in earnings.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-7

---



| | Use
of estimates in financial statement preparation:
| | ----------------------------------------------------

| | The
preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting periods. Actual results
could differ from these estimates.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Accounts
receivable:
| | --------------------

| | Accounts
receivable are recorded at their face amount less an allowance for doubtful accounts. The
allowance for doubtful accounts reflects managements best estimate of probable
losses in the accounts receivable balance. Management determines the allowance based on
known troubled accounts, historical experience, and other currently available evidence.
The allowance for doubtful accounts was zero at December 31, 2007 and 2006. The Company
generally does not require collateral from its customers. At December 31, 2007,
three customers accounted for 25%, 24% and 14% of accounts receivable, and two customers
accounted for 28% and 24% of total revenues.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Website
development costs:
| | --------------------------

| | The
Company has adopted the provisions of Financial Accounting Standards Board (FASB)
Emerging Issues Task Force (EITF) 00-2, Accounting for Web Site
Development Costs, which specifies the appropriate accounting for costs incurred in
connection with the development and maintenance of web sites. Under EITF 00-2, costs
related to certain web site development activities are expensed as incurred (such as
planning and operating stage activities). Costs relating to certain website application
and infrastructure development are generally capitalized, and are amortized over their
estimated useful life. In January 2007, the Company entered into an agreement to begin
its website development. For the year ended December 31, 2007 and the period from
September 5, 2006 (inception) to December 31, 2006, website development costs of
approximately $475,000 and $10,000, respectively, were expensed.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Property
and equipment:
| | -----------------------

| | Property
and equipment are stated at cost. Depreciation is calculated using the straight-line
method over the estimated useful lives of the assets. Upon retirement or disposal of
assets, the accounts are relieved of cost and accumulated depreciation and the related
gain or loss is reflected in earnings. The useful lives are generally as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                 | 
|------------------------------------------------ | 
|Furniture and fixtures                           | 
|Computer software, hardware and office equipment | 

| | Stock-based
compensation:
| | -------------------------

| | The
Company accounts for stock options and similar equity instruments in accordance with SFAS
No. 123(R), Share-Based Payment. SFAS 123(R) requires the recognition of the
cost of employee services received in exchange for an award of equity instruments in the
financial statements and is measured based on the grant date fair value of the award.
SFAS 123(R) also requires the stock option compensation expense to be recognized over the
period during which an employee is required to provide service in exchange for the award
(usually the vesting period).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Board of Directors has adopted the 2006 Stock Option Plan (the 2006 Plan).
The 2006 Plan authorizes the Board of Directors to grant stock bonuses or stock options
to purchase shares of the Companys common stock to employees, officers, directors
and consultants. Options granted under the 2006 Plan may be either incentive stock
options or non-qualified stock options. The aggregate number of shares of common stock as
to which options and bonuses may be granted under the 2006 Plan cannot exceed 7,000,000.
The number of shares reserved under the 2006 Plan was increased to 7,000,000 on October
1, 2007.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the year ended December 31, 2007, the Company granted 6,478,500 stock options to employees
and consultants at a weighted average exercise price of $.87 per share. The options are
subject to various vesting schedules and are exercisable through 2014. The fair value of
stock options at the dates of   grant was $2,928,769. The Company used the following
assumptions to determine the fair value of stock option grants during the twelve months
ended December 31, 2007:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-8

---



|                        | 
|----------------------- | 
|Expected term           | 
|Volatility              | 
|Risk-free interest rate | 
|Dividend yield          | 

| | The
expected term of stock options represents the period of time that the stock options
granted are expected to be outstanding and was calculated using the simplified method per
the guidance of SAB 107 Share Based Payment (SAB 107) for plain
vanilla options. The expected volatility is based on the historical price
volatility of the common stock of similar companies in the development stage. The
risk-free interest rate represents the U.S. Treasury bill rate for the expected term of
the related stock options. The dividend yield represents the anticipated cash dividend
over the expected term of the stock options.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Summary of stock option activity for the year ended December 31, 2007 is presented
below:
| | -----------------------------------------------------------------------------------------

|                                 | Shares Under Option |  | Weighted Average Exercise Price |           | Weighted Average Remaining Contractual Life (Years) |   | Aggregate Intrinsic Value | 
|-------------------------------- | ------------------- |  | ------------------------------- | --------- | --------------------------------------------------- | - | ------------------------- | 
|Outstanding at January 1, 2007   |                     |  |                                 |          |                                                     |   |                           | 
|Granted                          |                     |  |                                 | 6,478,500 |                                                     | $ | 0.87                      | 
|Exercised                        |                     |  |                                 | (10,000   | )                                                   | $ | 0.50                      | 
|Forfeited                        |                     |  |                                 | (310,000  | )                                                   | $ | 1.33                      | 
|                                 |                     |  |                                 |           |                                                     |  
|Outstanding at December 31, 2007 |                     |  |                                 | 6,158,500 |                                                     | $ | 0.85                      | 
|                                 |                     |  |                                 |           |                                                     |  
|Vested at December 31, 2007      |                     |  |                                 | 1,442,500 |                                                     | $ | 0.55                      | 
|                                 |                     |  |                                 |           |                                                     |  

| | During
the year ended December 31, 2007, compensation expense of $1,060,122 was recorded
relative to   the 2006 Plan. Total intrinsic value of the options exercised during
the year ended December 31, 2007 was $8,700.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
summary of the status of the Companys non-vested shares as of and for the year
ended December 31, 2007, is presented below.
| | ------------------------------------------------------------------------------------------------------------------------------

|                               | Nonvested Shares Under Option |  | Weighted Average Grant Date Fair Value |           
|------------------------------ | ----------------------------- |  | -------------------------------------- | ----------
|Nonvested at January 1, 2007   |                               |  |                                        |          
|Granted                        |                               |  |                                        | 6,478,500 
|Vested                         |                               |  |                                        | (1,442,500
|Forfeited                      |                               |  |                                        | (310,000  
|                               |                               |  |                                        |           
|Nonvested at December 31, 2007 |                               |  |                                        | 4,726,000 
|                               |                               |  |                                        |           

| | As
of December 31, 2007, the Company had $1,868,647 of unrecognized compensation cost
related to stock options that will be recognized over a weighted average period of
approximately 4 years.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Loss
per share:
| | ---------------

| | The
Company computes net earnings (loss) per share in accordance with SFAS No. 128, Earnings
per Share, which establishes standards for computing and presenting net earnings
(loss) per share. Basic earnings (loss) per share is computed by dividing net income
(loss) by the weighted average number of common shares outstanding during the period.
Diluted earnings per share is computed by dividing net income (loss) by the weighted
average number of common shares outstanding and the number of dilutive potential common
share equivalents during the period. Stock options and warrants are not considered
in the calculation, as the impact of potential common shares (18,377,521 at December 31,
2007) would be to decrease loss per share. Therefore, diluted loss per share is
equivalent to basic loss per share.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-9

---



| | Income
taxes:
| | -------------

| | The
Company accounts for income taxes in accordance with Statement of Financial Accounting
Standard No. 109, Accounting for Income Taxes (SFAS 109). Under the provisions of SFAS
109, a deferred tax liability or asset (net of a valuation allowance) is provided in the
financial statements by applying the provisions of applicable laws to measure the
deferred tax consequences of temporary differences that will result in net taxable or
deductible amounts in future years as a result of events recognized in the financial
statements in the current or preceding years.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
June 2006, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48, Accounting for Uncertainties in Income Taxes, an
interpretation of SFAS No. 109, Accounting for IncomeTaxes (FIN 48).
FIN 48 prescribes a comprehensive model for how companies should recognize, measure,
present, and disclose in their financial statements uncertain tax positions taken or
expected to be taken on a tax return. Under FIN 48, tax positions must initially be
recognized in the financial statements when it is more likely than not the position will
be sustained upon examination by the tax authorities. Such tax positions must initially
and subsequently be measured as the largest amount of tax benefit that has a greater than
50% likelihood of being realized upon ultimate settlement with the tax authority assuming
full knowledge of the position and relevant facts.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | FIN
48 became effective for the Company on January 1, 2007. The cumulative effect of adopting
FIN 48 on January 1, 2007 has been recorded net in deferred tax assets, which
resulted in no FIN 48 liability on the balance sheet. The total amount of unrecognized
tax benefits as of the date of adoption was zero. There are open statutes of limitations
for taxing authorities in federal and state jurisdictions to audit the Companys tax
returns from 2006 through the current period. The Companys policy is to account for
income tax related interest and penalties in income tax expense in the statement of
operations. There have been no income tax related interest or penalties assessed or
recorded. Because the Company has provided a full valuation allowance on all of its
deferred tax assets, the adoption of FIN 48 had no impact on the Companys effective
tax rate.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Fair
value of financial instruments:
| | ------------------------------------

| | The
carrying amounts of financial instruments such as cash, marketable securities, accounts
receivable and accounts payable, approximate their fair value due to the short term
nature of the instruments.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Advertising
expense:
| | --------------------

| | The
Company expenses advertising expenses as incurred. Advertising expenses for the year
ended December 31, 2007 were approximately $902,000. Advertising expenses for the period
from September 5, 2006 (inception) through December 31, 2006 were not significant.
Advertising expenses are included in sales and marketing expenses in the statement of
operations.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Recent
pronouncements:
| | ----------------------

| | In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No.
157 defines fair value, establishes a framework for measuring fair value in accordance
with accounting principles generally accepted in the United States, and expands
disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years
beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position
No. FAS 157-2, Effective Date of FASB Statement No. 157 (the FSP). The FSP amends SFAS
No. 157 to delay the effective date of Statement 157 for non-financial assets and
non-financial liabilities, except for items that are recognized or disclosed at fair
value in the financial statements on a recurring basis (that is, at least annually). For
items within its scope, the FSP defers the effective date of Statement 157 to fiscal
years beginning after November 15, 2008, and interim periods within those fiscal years.
The Company is currently evaluating the potential impact of the adoption of SFAS No. 157
on our financial position, results of operations, and cash flows.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets andFinancial Liabilities- including an Amendment of FASB Statement No. 115(SFAS 159), which allows an entity to choose to measure certain financial
instruments and liabilities at fair value. Subsequent measurements for the financial
instruments and liabilities an entity elects to fair value will be recognized in
earnings. SFAS 159 also establishes additional disclosure requirements. SFAS 159 is
effective for us beginning January 1, 2008. The Company is currently evaluating
the potential impact of the adoption of SFAS 159 on our financial position, results
of operations or cash flows.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-10

---



| | In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations(SFAS 141R). SFAS 141R establishes principles and requirements
for how an acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and
the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable
the evaluation of the nature and financial effects of the business combination. This
statement is effective for us beginning January 1, 2009. The Company is currently
evaluating the potential impact of the adoption of SFAS 141R on our financial
position, results of operations or cash flows.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated FinancialStatementsan amendment of Accounting Research
Bulletin No. 51(SFAS 160). SFAS 160 establishes
accounting and reporting standards for ownership interests in subsidiaries held by
parties other than the parent, the amount of consolidated net income attributable to the
parent and to the noncontrolling interest, changes in a parents ownership interest,
and the valuation of retained noncontrolling equity investments when a subsidiary is
deconsolidated. SFAS 160 also establishes disclosure requirements that clearly
identify and distinguish between the interests of the parent and the interests of the
noncontrolling owners. This statement is effective for us beginning January 1, 2009.
The Company is currently evaluating the potential impact of the adoption of SFAS 160
on our financial position, results of operations or cash flows.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Shareholders equity:
|-- | ---------------------

| | In
November 2006, the Company issued 21,250,000 shares of its common shares at par value (or
$0.0001 per share) in exchange for a receivable. Proceeds of $2,125 were received in
February 2007.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
March 2007, the Company completed a private placement of 5,796,000 shares of common
stock for gross proceeds of $2,898,000. The shares were issue at a price of $0.50 per
share. As part of the offering, $50,000 of advances due to the Chairman were converted to
100,000 shares of common stock. In April 2007, the Company issued 500,000 shares to an
employee at $.50 per share, for total gross proceeds of $250,000. There were no offering
costs in relation to this private placement.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
September 2007, the Company closed  a private placement of
7,128,000 shares of common stock and 5,346,000 warrants to purchase 5,346,000 common
shares for gross proceeds of $5,346,000. The shares were issued at a price of $0.75 per
share. For each $0.75 invested, the purchaser received one common share plus warrants to
acquire three-fourths of share. Offering costs in relation to this private placement
totaled approximately $539,000.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
October 2007, the Company had a closing of $349,500 under a private placement of
unregistered securities. For each $0.75 invested, each purchaser received one common
share plus warrants to acquire three-fourths of a share. A total of 449,333 common shares
and 337,000 warrants to purchase the same number of common shares were issued in this
closing. Offering costs in relation to this private placement totaled approximately
$28,700.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
connection with the September 2007 and October 2007 private placements, the
Company also granted 554,800 warrants, exercisable at a price of $2.25 per share, to
placement agents as partial commissions for the offering.  The warrants expire three years from their date of issuance.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
December 2007, the Company closed a $5,000,000 private placement under the same terms
as those of the private placement closed in September and October 2007. In December
2007 the company issued a total of 6,666,665 common shares and 5,000,000 warrants to purchase the
same number of common shares were issued at closing. The shares of common stock are not
registered under the Securities Act of 1933, as amended.   Offering costs in
relation to this private placement totaled $405,000. The Company also granted an
aggregate of 455,396 warrants to placement agents as partial commissions for the offering
containing the same terms and conditions as those offered to investors.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Warrants
related to the September 2007, October 2007 and December 2007 private placements consisted of two
series, Redeemable and Non-Redeemable. For every four shares of Common Stock purchased,
each purchaser received Redeemable warrants to purchase two shares of Common Stock and
Non-Redeemable warrants to purchase one share of Common Stock, exercisable at a price of $1.00 per share. Upon notification from the
Company the Redeemable warrants may be called or redeemed by the Company at a price of
$1.00 per warrant share if the following conditions are met: (1) the shares underlying
the warrants have been registered for at least 30 consecutive days, (2) the price of the
Companys stock has been at $1.25 for 20 consecutive trading days, and (3) the
average trading volume of the Companys stock has been at least 25,000 shares for 20
consecutive trading days. Non-redeemable warrants cannot be redeemed by the Company but will expire
three years after issuance.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-11

---



| | Total
gross proceeds received by the Company since its inception from the issuance of common
stock are $13,845,625.
| | -------------------------------------------------------------------------------------------------------------------

| | Common
stock outstanding also includes: 18,000 shares issued under a committed agreement (Note
4), 24,194 restricted common shares issued under an October 2007 Business Development
Agreement with a third party, 9,440 unrestricted common shares issued in exchange for a
$13,750 payable, 3,448 unrestricted common shares issued in exchange for a $5,000
payable, and 1,000 restricted common shares were issued to a third party in exchange for
services.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Significant
agreements and subsequent events:
|-- | ---------------------------------------------

| | Effective
May 1, 2007, the Company entered into a consulting agreement with the Memphis Consulting
Group (MCG), whereby MCG provides investor relations services to the Company.
Effective July 6, 2007, the Company entered into a new consulting agreement with MCG,
whereby MCG provides investor relations services to the Company. The consulting agreement
that the Company previously entered into with MCG was scheduled to expire on
August 1, 2007. The July 6, 2007 agreement is for a twelve month term and may be extended
by the parties. Pursuant to the agreement the Company is to pay MCG $12,000 per
month. Additionally, the Company issued MCG a warrant to purchase 400,000
shares of our common stock at $1.45 per share for a term of five years. The shares
underlying the warrant vest in 100,000 share installments on September 30, 2007, December
31, 2007, March 31, 2008 and June 30, 2008, contingent upon MCG continuing to provide us
with consulting services under the agreement. The warrant issued pursuant to the July 6
agreement was in addition to the warrant to purchase 50,000 shares of our common stock
issued to MCG under the terms of our previous agreement. The warrant was valued at
$411,200 on the date of the grant, of which $205,600 was expensed as of December 31,
2007. Effective November 1, 2007, upon the mutual consent of the Company and MCG, the
Company is to pay MCG $6,000 per month for the remainder of the term of the July 6, 2007
agreement.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
July 5, 2007 the Company entered into a services agreement with Cowboy International, Inc
(Cowboy), which was subsequently amended on August 3, 2007 and September 28,
2007. The August 3, 2007 amended agreement replaced the initial agreement with Cowboy and
modified the compensation the Company was to pay Cowboy for the services being provided.
In exchange for the services under the first amended agreement, the Company agreed
to pay Cowboy $133,071 per month on a monthly retainer basis through June 30, 2008. On
September 28, 2007, the Company entered into a second amended agreement through the
period ending June 30, 2008. Cowboy was helping the Company create a comprehensive and
integrated marketing, advertising, and branding campaign for its website. The second
amended agreement replaced the initial amended agreement with Cowboy and the compensation
the Company was to pay Cowboy for the services it was being provided. According to the
second amended agreement, in exchange for Cowboys marketing, advertising and
branding services, the Company agreed to pay Cowboy a base payment of $86,938 per month
on a monthly retainer basis, however in certain months the Company paid Cowboy addition
amounts for certain services it requested to be provided. On January 31, 2008, the
Company terminated its agreement with Cowboy.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
October 9, 2007, we acquired the rights to the Internet domain and web site of
Lovebyrd.com in exchange for $25,000 cash and 55,000 shares of common stock valued at
$74,250.  Lovebyrd.com is an online dating and social networking service for
individuals living with conditions that make it difficult to meet and connect with other
people.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
October 19, 2007, we entered into a Business Development Agreement with a third party.
The agreement is for an eighteen month term, but may be terminated by either party.
Pursuant to the agreement, the third party will serve as a non-exclusive business
developer for Disaboom and help us generate advertising, sponsorships, revenue sharing,
and other sales and business development opportunities. As part of the consideration for
entering into the agreement we are obligated to issue restricted stock in four
installments, so long as the agreement is still in effect on each installment date.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
December 2007, the Company granted warrants to purchase 76,325 shares of our common stock
to consultants. The warrants were valued at $84,531 on the date of grant, are exercisable
at $1.00 per share and expire in December 2010.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During 2007, the
Company entered into various employment agreements with management. In connection with
these agreements, the Company granted 2,600,000 options to these executives at various
exercise prices and under vesting schedules. Some of these agreements provide that if the
agreement is terminated without cause, these individuals will be entitled to a severance
payment equal to their annual salary.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
January 2008, the Company granted performance warrants to purchase 225,000 shares of
common stock  to consultants.  The warrants have an exercise price of $1.30 and expire on
January 3, 2013
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
January 17, 2008, a former employee of the Company was issued 10,000 shares of the Companys
Common Stock in connection with the exercise and purchase of that employees vested
stock options. On February 18, 2008, the Company issued 15,000 unrestricted common shares
to a third party in exchange for services.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-12

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| | Between
January 2, 2008 and March 3, 2008 we granted employees and a new member of our Board of
Directors an aggregate of 819,000 options to purchase our common stock all subject to
vesting schedules. The options were granted in consideration for services.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
February 29, 2008 the Company filed a complaint against Cowboy International, Inc. (Cowboy)
in the Colorado District Court, for the District of Arapahoe County.  The complaint
alleges that Cowboy: 1) breached the services agreement entered into between the Company
and Cowboy; 2) breached its obligations to hold certain Company information confidential;
and 3) failed to comply with its contractual obligations regarding Company intellectual
property.  The complaint seeks both monetary relief and a declaratory judgment.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
February 29, 2008 Kevin Hall was appointed to our Board of Directors. Further, on March
1, 2008 Mr. Hall began providing the Company consulting services related to the
continuing development of our website and technical operations.  In consideration we
have agreed to pay Mr. Hall $10,000 per month for an initial 60 day period ending
April 30, 2008, and thereafter have agreed to pay Mr. Hall $3,750 per calendar quarter
until either we or Mr. Hall terminate the consulting arrangement.  We expect to
enter into a written consulting agreement with Mr. Hall containing the described terms.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
March 10, 2008 we issued 10,000 shares to an investor upon the exercise of warrants
granted in October 2007. We received $10,000 upon the exercise of the warrants. The
proceeds will be used for working capital and general corporate purposes. The shares were
issued in reliance on the exemption from registration contained in Section 4(2) of the
1933 Act and Rule 506 of Regulation D. No commissions or other remuneration was paid in
connection with this issuance.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
March 12, 2008, Disaboom Inc. (the Company) closed on $1,552,000 in gross
proceeds under a private placement. In the closing the Company issued a total of
1,552,000 shares of common stock at a price of $1.00 per share. The shares were issued in
reliance on Section 4(2) of the Securities Act of 1933, as amended, and Rule 506
promulgated thereunder, and the offering was made to accredited investors only. No
commissions or other remuneration were paid in connection with this issuance.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
March 13, 2008, J. Glen House, a co-founder, director and officer of the Company
voluntarily surrendered 3,750,000 shares of common stock back to the Company for no
consideration, reducing his total share ownership to 7,500,000 shares.  Dr. House
surrendered the shares to make additional capital stock available for other corporate
purposes.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | Income
taxes:
|-- | -------------

| | No
income tax benefit from continuing operations was recorded for any of the periods
presented as management was unable to conclude that it was more likely than not that the
income tax benefit would be realized.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
reconciliation between income taxes computed at the statutory federal tax rate of 34% and
the effective tax rate for the year ended December 31, 2007, and the period from
September 5, 2006 (inception) through December 31, 2006 is as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                        | 2007 |  | 2006 |        
|--------------------------------------- | ---- |  | ---- | -------
|Federal tax benefit at statutory rate   |      |  |      | 34.00% 
|State taxes, net of federal benefit     |      |  |      | 2.55%  
|Permanent items                         |      |  |      | (5.66% 
|Change in valuation allowance and other |      |  |      | (30.89%
|                                        |      |  |      |        
|Effective income tax rate               |      |  |      | 0.00%  
|                                        |      |  |      |        

F-13

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| | The
tax effects of temporary differences that would give rise to substantially all deferred
tax assets subject to the valuation allowance at December 31, 2007 and 2006 are as
follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                 | 2007 |  | 2006 |           
|-------------------------------- | ---- |  | ---- | ----------
|Deferred tax assets:             |      |  |      |           
|Net operating loss carryforwards |      |  | $    | 1,454,885 
|Intangible assets                |      |  |      | 767,166   
|Stock-based compensation         |      |  |      | 149,953   
|Property and equipment           |      |  |      | 60,721    
|Other                            |      |  |      | 29,145    
|                                 |      |  |      |           
|Gross deferred tax assets        |      |  |      | 2,461,870 
|                                 |      |  |      |           
|Less: Valuation allowance        |      |  |      | (2,461,870
|                                 |      |  |      |           
|Net deferred tax assets          |      |  | $    |          
|                                 |      |  |      |           

| | The
Tax Reform Act of 1986 contains provisions that limit the utilization of net operating
loss and tax credit carryforwards if there has been a change of ownership as described in
Section 382 of the Internal Revenue Code. Such an analysis has not been performed by the
Company to determined the impact of these provisions on the Companys net operating
losses, though managment believes the impact would be minimal, if any. A limitation under
these provisions would reduce the amount of losses available to offset future taxable
income of the Company.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | At
December 31, 2007, approximately $3.9 million of net operating loss carryforwards for
federal income tax purposes were available to offset future taxable income through the
year 2027.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | Commitments
and contingencies:
|-- | ------------------------------

| | Since
June 2007 the Company leases its administrative offices under a noncancelable operating
lease that expires on July 31, 2009. Rent expense for the year ended December 31,
2007 totaled approximately $62,000. The Company had no rent expense in 2006. Future
minimum payments under this operating lease are approximately as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Year endingDecember 31, | 
|----------------------- | 
|2008                    | 
|2009                    | 
|                        | 
|                        | 
|                        | 

|7. | Advances,
related party:
|-- | ------------------------

| | There
are no related party advances outstanding as of December 31, 2007. At December 31, 2006,
the Company had related party advances made by the Chairman and Chief Executive Officer
(the Chairman) or an entity controlled by him, to provide working capital to
the Company or expenses paid by the Chairman on behalf of the Company. Total advances
amounted to $63,000, of which $50,000 was converted to equity in connection with a
private placement (Note 4), and the remaining $13,000 was subsequently repaid.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-14

---



|8. | Property
and equipment:
|-- | -----------------------

| | At
December 31, 2007, property and equipment consisted of the following. The Company had no
property and equipment at December 31, 2006.
| | ----------------------------------------------------------------------------------------------------------------------------------------

|                                                  | 
|------------------------------------------------- | 
|Computer software, hardware, and office equipment | 
|Furniture and fixtures                            | 
|                                                  | 
|                                                  | 
|Less accumulated depreciation and amortization    | 
|                                                  | 
|                                                  | 
|                                                  | 

F-15

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