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

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2007

For the transition period from _______ to ______

Commission file number: 000-52558

Registrant’sRegistrant'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)

Indicate by check mark if the registrant is a well known, seasoned issuer, as defined in Rule 405 of the ExchangeSecurities Act:    Yeso

   NoCommon Stock
(Title of Class)x

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

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]x    No [_]o

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.    [_]o

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

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

The aggregate market value of the common stock held by non-affiliates of the Registrant as of June 29, 200730, 2008 was approximately $9,669,500$28,459,389 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, 2008,19, 2009, was 39,763,08044,801,937 shares.

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 in2006 with the businessprimary purpose of developing, operating and marketing anthe first interactive online community dedicated to constantly improving the way peopleAmericans with disabilities or functional limitations live their lives. This interactive communityIt also serves as a comprehensive online resource and social networking platform not only for people living with such conditions, but their immediate families and friends, caregivers, recreation and rehabilitation providers, employers, and employers.other related communities. Our headquarters are located in the metropolitan area of Denver, Colorado.

        The Company released a limited availability beta version of theits main website on August 15, 2007, released a limited availability version on September 1, 2007, and released thean updated and enhanced general availability version of theits main website on October 1, 2007, and released our version 2.0 product on January 24, 2008. Our headquartersOn October 9, 2007, the Company acquired an online dating and social networking website with the domain name Lovebyrd.com, and re-branded Lovebyrd.com in the quarter ended March 31, 2008 as a related website of Disaboom.com. On February 1, 2008 the Company launched a website with the domain name DisaboomJobs.com, which is dedicated to providing employment-related resources and services to the disability community and their employers. The Company’s main website and related microsites for dating and employment-related resources and services are located at 7730 E. Belleview Ave., Suite A-306, Greenwood Village, CO 80111. Our company website is www.disaboom.com.collectively referred to herein as the Disaboom Network.

        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 challenges and difficulties faced by this previously untappedtraditionally underserved 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.

        We promote the trademarked name of our website, Disaboom.com, and related microsites DisaboomJobs.com and Lovebyrd.com, by primarily implementing a combination of national and regionalsearch engine marketing/search engine optimization (“SEM/SEO”) advertising campaigns, both online and offline, as well as organicsocial marketing and direct response marketingsocial media campaigns, intended to encourage people to visit our site.sites. We believe that with the present absence of a comprehensive, community-oriented website specifically fordedicated to people living with or directly affected by disabilities or functional limitations, this untappedtraditionally underserved target audience will visit and participate in our community, and contribute to its growth and success.

Summary of Activities to Date

        Our activities in 2007 were primarily organizational in nature, including planning and developing version 1.0 of our main website (www.disaboom.com) and social networking platform, researching and beginning to implement our marketing and business development initiatives, planning and beginning to establish our sales operations, and continuing to build our management team and staff. During the twelve months ended December 31, 2008 our focus changed from organizational matters and the initial launch of our main website, to operational matters related to (a) expanding the resources, services, product offerings and capabilities of our main website and social networking platform, (b) launching additional resources and services through related microsites and the Company’s marketplace, (c) integrating our main website and related microsites into the Disaboom Network, (d) driving Internet traffic into our community, and (e) beginning to generate traditional cost per mille (“CPM”) related advertising and sponsorship revenues, as well as directory services revenues.

Business Changes and Business Progress in the Context of General Economic Conditions

        Beginning in the three month period ended September 30, 2008, the Company implemented actions aimed to respond aggressively to changing general economic and internet advertising industry conditions. While the growth of traditional static banner and display advertising has generally slowed in several online advertising market sectors due to pricing declines, advertising agency commitments, budget cutbacks, recessionary economic conditions and other factors, we believe the growth and outlook of niche market, search related, targeted landing page and microsite related, social network related, targeted rich media, and other forms of targeted and niche online advertising remains relatively strong. Beginning in the three month period ended September 30, 2008 through December 31, 2008, and through the filing date of this Form 10-K, the Company aggressively reduced its investment in online media/advertising related expenditures. We also continue to constantly monitor and evaluate our business needs and resources and may scale back in certain areas that are not deemed essential to the Company’s near term success.

        The Company’s online media/advertising related expenditures were reduced by approximately 80% from the quarter ended September 30, 2008 versus the prior quarter, and approximately 90% from the three month period ended December 31, 2008 versus the quarter ended September 30, 2008. Total cash operating expenditures were also reduced approximately 20% during the quarter ended September 30, 2008 versus the previous quarter, and approximately 40% from the three month period ended December 31, 2008 versus the quarter ended September 30, 2008.

        In addition to the foregoing, from the quarter ended June 30, 2008 through the quarter ended September 30, 2008, the Company’s revenue increased 39%, from $141,355 to $196,242. From the quarter ended September 30, 2008 through the three month period ended December 31, 2008, the Company’s revenue increased approximately 86%, from $196,242 to $364,695. Total cash collections increased 66%, to $219,095, during the quarter ended September 30, 2008 versus the previous quarter, and increased 70% for the three month period ending December 31, 2008 versus the quarter ended September 30, 2008. The Company’s revenue increased approximately 800%, from $83,682 to $752,152 during the twelve month period ended December 31, 2008 versus the prior year.

        Online media/advertising related expenditures were reduced by approximately 80% from the quarter ended September 30, 2008 versus the prior quarter, and approximately 90% from the three month period ended December 31, 2008 versus the quarter ended September 30, 2008. The purpose of this reduction was to aggressively respond to changing market conditions and to transition the Company to a base of primarily organic traffic. After an initial decline in monthly unique visitors early in the quarter ended September 30, 2008, monthly unique visitors increased 50% during the period from August to September 2008, and increased an additional 57% from September to October 2008, to reach over 656,000 monthly unique visitors. From the quarter ended September 30, 2008 through the three month period ended December 31, 2008, the Company’s unique visitors increased approximately 240% to reach over 3.2 million unique visitors. Absolute and relative increases in monthly unique visitors and organic traffic not only reduce the need for advertising and branding campaigns to promote the Disaboom Network via media related expenditures, but also increase the Company’s available advertising impression inventory for CPM and directory services sales.

        Throughout the twelve month period ending December 31, 2008, the Company’s CPM advertising impression inventory remained sold out. During the period from September 2008 through December 31, 2008, as the Company’s internet traffic increased substantially, the Company’s deliveries of CPM advertising commitments and related sponsorship obligations, billings and earned revenue correspondingly grew significantly, enabling the Company to begin to hire, train and re-invest in dedicated CPM and sponsorship sales executives in late December 2008 and into 2009.

        While early in 2009 the Company experienced delays in the renewals and implementation of several 2008 advertising campaigns and a generally “softer” market among smaller advertisers, the Company’s recently hired CPM and sponsorship sales personnel are aggressively proposing on a variety of advertising and sponsorship opportunities for the second calendar quarter of 2009. The Company anticipates continued substantial growth in 2009 as a result of its niche advertising market opportunity, growing base of monthly unique visitors and portfolio of products, continued operating efficiencies, and the further penetration of its community with primarily organic traffic.

Focus Going Forward

        Our focus through the period ending December 31, 2008 and into 2009 will likely continue to be: (i) the ongoing development and evolution of our portfolio of products, resources and services related to the Disaboom Network, our social networking platform, our community, and our customers;

        (ii)        the renewal of existing customer contracts, and sale of new advertising sponsorship, CPM, email, newsletter, job posting, and lead generation products, thereby generating revenue and cash flow;

        (iii)        the sale of various types of marketplace directory services, including business listings and company profiles, thereby generating revenue and cash flow;

        (iv)        to drive internet traffic to and within our online community, and increase brand awareness, through various online, search engine-related, social marketing and social media campaigns, business development and partnership initiatives, and other activities;

        (v)        to release a re-designed, updated, and significantly enhanced version of its main website(www.disaboom.com) during the summer of 2009; and

        (v)        the continued growth of our sales and cash collections, as well as the proactive management of our total cash operating expenditures, with the aim of ultimately achieving the status of cash flow positive in our business operations in the later part of 2009.

        Ultimately, the features and portfolio of products offered through the Disaboom Network and the Company’s social networking platform that we will focus our time and resources to, may change due to general market conditions and as a result of which generates revenue and cash flow for the Company.

        We believe that the greater the awareness in the marketplace of the Disaboom Network, our community and brand, and our social networking platform, the greater the amount of market penetration, organic traffic, advertising product opportunities and billable revenue we will experience and capitalize upon.

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 areDisaboom.com currently is 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 serveserving 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. ItIn addition, 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,provide understanding, support and engageassistance to those in the daily activities of the life of the person livingtheir lives who currently live with thea disability or functional limitation, and their own lives.limitation. The Living section is currently composed of the following channel categories:

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

        EntertainmentLifestyle..     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,Travel, Adaptive Sports, Assistive Technology, Caregiving,Baby Boomers, Dating & Relationships, Disability Books, Disability Employment, Disabled Veterans, Living Forward, Movies, Music, Parenting Special Needs Children, Theater & Dance, and Relationships, Military Life, Parenting and Family, Sports and Recreation, and Travel and Transportation.TV. 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.”

        InCaregivers.       This section provides dozens of articles of various aspects of being a caregiver for someone with a disability. This may include caregiving for a child, spouse, sibling, parent, or friend. The News.focus is on resources, “how-to,” and special topics such as stress management and service animals.

Education.      The news category features current health-related newsHigher education is the focus of theEducation section, including scholarship resources, articles on student success strategies, overviews of online education options, and career-education insights.

Advocacy & Politics.      Disability-related laws and legislation, rights, initiatives, benefits, and policies are addressed here, in articles, resource listings, “how-to,” and overview articles.

        Support & Services.Adaptive Driving.       The resource center provides basic but critical information such as Disability-Related Benefits, Disability-Related Laws, Emergency Preparedness, Organizations,For drivers with disabilities, this section comprises blogs and Disability-Related Information Resources.articles on accessible racing, car enthusiasts, RV-ing and camping, adaptive driving, and adaptive driving equipment.

        Media RoomAccessible Homes..    The Media Room is       Geared toward those needing to remodel an existing home or build a new home to accommodate a disability, this section includes articles, blogs, tips, book excerpts, and accessibility calculators all related to creating an accessible home.

Disability Resources.      These resources include information about emergency preparedness, organizations, and the video componentfull texts 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).disability laws.

        The Health section of our website providesis intended to provide comprehensive medical information and education on disability-related conditions. It enablesis designed to enable 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, butinstead we believe it is a comprehensive medical resource providing authoritative information written by medical experts on:

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

        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.

        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.amount of time visitors spend on the site.

        Through the Community section, Disaboom.com members can start ablog, participate in conversations in thediscussion area, and engage in real-timechat.

        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 wayare intended 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. DisaboomWe included and established forums early on within our community concurrent with ouras part of the general availability release of our website 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 5,00050,000 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.

        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 15about 70 active groups within our community and growing.

Video

        In addition to the Living, Health, and Community sections, Disaboom also offers a Video section where various Disaboom and third party produced videos are available for viewing by site visitors and registered members of our community. These may include promotional videos, event-related videos, or professionally-produced videos that Disaboom or its partners have created to share with the Disaboom community; in addition, we anticipate adding the capability to upload user generated videos within the next three to six months.

        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 functionalityIn February 2008 we began re-branding Lovebyrd.com as a related website 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.Disaboom.com

        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, while estimates vary widely, the unemployment rate of people living with disabilities is between 65% — 70%.remains substantial. 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 certain 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 plansVisitors to further enhance the functionality of DisaboomJobs to include providing the capability for job-seekersare able to post their resumes via a resume builder, with the aim of 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.

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.

WebsiteMarketplace Advertising & Sponsorships

        We expect our largestthat a significant source of our revenue will continue to be generated from website advertisementtraditional CPM display advertising and sponsorship sales. AdvertisingTraditional CPM display advertising and various sponsorship product fees and rates vary depending on page,upon location, placement, and size of the advertisement, on the website. Premium feesand other factors. For example, premium rates are charged for home page, condition landing page, and section sponsorships while a lesser fee will apply to run of schedulesite advertisements which continuously rotate throughout the website. We anticipate that manufacturers of disability-specific pharmaceuticals,main website and/or Disaboom Network. On July 7, 2008, the Company launched a marketplace business directory on its main disability related website www.disaboom.com. The marketplace enables local and national business owners and managers a cost-effective channel to reach our targeted community through searchable national and local business listings, text advertising packages linked to its business listing products, and services will make upthe ability to build and upload a large percentagecompany profile on Disaboom’s disability employment related website www.disaboomjobs.com. Company profiles enable local and national business owners and managers to become a featured company interested in and committed to the employment of advertisement and sponsorship sales. However, wepeople living with a disability or functional limitation. We are promoting our advertisingportfolio of products to a broad base of dedicated and disability related industries, including to companies in themedical equipment, online learning, consumer products, and the 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, 1999¹

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

(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 athttp://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 athttp://www.census.gov. Accessed December 1, 2000.

(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.

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

(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.

* 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

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.

* 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 of site visitor and participants through the social networking aspect of the website, which in-turn will help generate various types of 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.

        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, and retain, 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 inIn order to develop a trademark portfolio and protect the Company’s brand. An application for registration ofbrand, we have registered the following trademarks with the U.S. Patent and Trademark Office on the Principal Register: the word mark DISABOOM, was filed on October 20, 2006. An application for registration ofnumbers 3544049 and 3437483, the word plus design mark for Disaboom, was filed on April 2, 2007. An application for registration ofnumber 3490074, and the word mark DISABOOM.COM was filed on April 3, 2007.LIVE FORWARD, registration number 3439778. We continue to prosecute these marks and hope to have them registered onabandoned an application for the principal register in 2008.word mark DISABOOM.COM.

        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.

        -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-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.

        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, 20089, 2009 we have 35had 30 employees, 3027 of which are full time and 5three of which 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.operations and are uncertain we will be able to maintain sufficient cash to accomplish our business objectives.

To date we have only realized nominal revenues and have limited operating history. OurFor the year ended December 31, 2008 we incurred a net loss of $10,813,591. Further, our only significant asset is the business plan andassets are our website.websites. Our ability to successfully generate revenues from our websitewebsites 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. Wewebsites. With our projected operations and expenditures we expect that our current financial resources are sufficient to carry us untilfund our operations into the fourth calendar quarter of 2009.

To date the Company has in large part relied on equity financing to fund our operations. In March 2009 we reachraised additional equity funds through a private placement. We currently project that our current on-hand financial resources, our 2009 expected revenue growth, plus the equity funds raised in March 2009, will provide sufficient funds to meet our cash flow positive; however,needs through December 31, 2009. However, we cannot provide any assurance that our projections will prove accurate or that unexpected capitalliquidity needs may arise orwill not arise. As such, we may deemneed to attempt to raise outside capital through either debt or equity financing during the 2009 fiscal year to fund our operations. Management and our Board of Directors continually monitors our financial resources and may adjust our planned business activities and operations in an attempt to ensure we have sufficient operating capital.

We have limited liquidity and may have the need for subsequent funding.

We will attempt to adjust our expenditures in consideration of our financial resources.  Company management and our board of directors monitor our actual and projected sales, costs and expenses on a regular basis and, if necessary, adjust Company priorities and planned expenditures in an attempt to ensure we have sufficient operating capital. We have and will continue to evaluate our actual and projected costs and expenditures for our business operations. The weak US and global economy combined with instability in global financial and capital markets have currently limited the availability of equity funding and reduced demand across many industries, including the internet advertising industry. While, as described in the previous risk factor, the Company anticipates it can fund its operations into the fourth calendar quarter of 2009 at which point it believes it will become cash flow positive, there is no guarantee 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 able to achieve its financial projections and projected status of cash flow positive during these highly volatile and unpredictable economic and capital market conditions. If the disruptions in the global financial and capital markets continue, and the Company requires additional funding, debt or equity financing may not be available to us on reasonableacceptable terms, if at all. Therefore, the inabilityFurther, equity financing, if available, may result in substantial dilution to raise additional funds, either through equity or debt financing, could materially impairexisting stockholders.  If we are unable to fund our ability to generate revenues.

There are many risks associated with forward-looking information.

Much of the information presented incurrent and planned operations our business, plan contains forward-looking statements. Although we believe the forward-looking statements have reasonable bases, we cannot offer any assurance that wefinancial condition and results of operations will be able to conduct our operations as contemplated.adversely impacted.

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

Because we recently began our business operations during the quarter ended March 30, 2008, 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.through our main website and our related microsites. 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 growthgrowth..

Although we launched the firstreleased a limited availability beta version of our main website on September 1, 2007, and released an updated and enhanced general availability version of our main website on October 1, 2007, and an updated version of the site on January 24, 2008, we are continuing to develop individual portions orof 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.

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 eachhas 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 has entered into a two-year employment agreement with the Company. If we lose the services of any of the foregoing individuals,Mr. Walpuck, and are unable to locate suitable replacements for such personshim 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 sellingoffering this resource; however, the online marketplace for general healthcare information, resources, products and services, as well as social networking, 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,websites, 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 a range of companies, including the following categories of companies:

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 related micro sites, and (ii) maintaining the siteour sites 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.

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>business could be harmed, hampering our ability to increase our revenues.

TheOur success of our business plan is largely dependent on the number of visitors to our websites, the number of page views and subsequentlyin turn, 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 traditional CPM display advertising and sponsorships, and the reduction in spending by or loss of currentorcurrent or 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:

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.

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.websites. 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 developswe develop content of itsour own, Disaboom.com’sour 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.comthe Company 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,we provide, 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.

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.

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, the 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.

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 limitslimit 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 useutilize 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.

        On July 8, 2008 we entered into a lease agreement for the lease of additional office space. The lease commenced July 11, 2008 and terminates on July 31, 2009. We pay $3,249 per month under the terms of the lease.

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.Not Applicable.

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

        Not ApplicableOn November 5, 2008 we held our annual meeting of shareholders. We reported the results of that meeting in a current report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2008.

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 2008,20, 2009, there were approximately 263245 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.

The closing sales price of the Common Stock as reported on March 18, 2008,2009, was $.94$.14 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 onetwo equity compensation plan.plans.  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 approvedthreeamendmentsadoptedthreeamendments 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 (“Amendment No. 1”), June 26, 2007 (“Amendment No. 2”), and October 1, 2007.2007 (“Amendment No. 3”). At our annual meeting of shareholders held on August 21, 2007 our shareholders approved amendments to the 2006 PlanAmendment No. 1 and Amendment No. 2 that had been approved by our Board of Directors on April 2, 2007 and June 26, 2007 thattogether 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

        Amendment No. 3 increased the shares reserved under the Plan from 5,000,000 to 7,000,000 shares.  Because of the lapse of time between its adoption by the Board and the date at which we held our most recent meeting of shareholders (being November 5, 2008) exceeded one year, certain tax benefits that may have been available to option recipients from options granted from the shares reserved by Amendment No. 3 are unavailable.  Obtaining shareholder approval of Amendment No.3 more than one year after its adoption by the Board would not have made options granted within the shares reserved by Amendment No. 3 eligible for the favorable tax treatment.  As such to date we have not submitted Amendment No. 3 to our shareholders for approval and do not plan to do so.  However, the Company may, and has, utilized the shares reserved by Amendment No. 3 for the grant of options and the issuance of bonus shares, however recipients may not be entitled to certain favorable tax treatment for such grants.  Accordingly, to date the Company has generally tried to utilize the shares reserved by Amendment No. 3 for persons who are likely ineligible to fully receive the beneficial tax treatment that would have been available if the Company received shareholder approval of Amendment No. 3 within one year of its adoption by the Board.

        As of March 18, 2009 there are 562,250 shares available for the grant of stock options or the issuance of stock bonuses under the 2006 Plan. 

        On September 16, 2008 the Board of Directors adopted the 2008 Stock Option Plan to 7,000,000.(the “2008 Plan”) and reserved 3,000,000 shares under the 2008 Plan. As of March 18, 2009 there are 1,815,000 shares available for the grant of stock options or the issuance of stock bonuses under the 2008 Plan.

        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 (including individual compensation arrangements) as of January 3,December 31, 2008.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY PLANS

(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 descriptionsThe following sets forth the information required by Item 701 of allRegulation S-K with respect to the unregistered sale of equity securities of the Company soldthat occurred during the last fiscal quarter excluding transactions that wereending December 31, 2008, or subsequently and not previously reported in our quarterly report on Form 10-QSB10-Q for the quarter ended September 30, 2008 or in a current report on Form 8-K during the period.8-K.

        On November 1, 2007,December 30, 2008, pursuant to the Plan, we granted employees an employee 210,000aggregate of 135,000 options to purchase our common stock exercisable at an exercise price of $1.50$.21 per share with certain of the options only vesting uponon an annual basis over a three year period from the achievementdate of defined performance goals.grant. The options were granted in consideration for services. Wethe recipients’ expanded responsibilities and continuing services to be rendered as employees. To the extent these option grants constituted “sales” of securities we relied on the exemption from registration provided by Section 4(2) under the Securities Act of 1933 for this issuance.the grants because we: (i) did not engage in any public advertising or general solicitation in connection with the grants; (ii) made available to each recipient disclosure regarding all aspects of our business including our reports filed with the SEC and our press releases, and other financial, business, and corporate information; and (iii) believed that for each grant the recipients obtained all information regarding the Company he or she requested (or believed appropriate) and received answers to all questions he or she (and their advisors) posed, and otherwise understood the risks of accepting our securities for investment purposes. 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.

        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 ApplicableApplicable.

PLANITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 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.

        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

        At December 31, 2008, the Company held cash, cash equivalents and short term investments totaling $1,951,676, compared to $6,645,193 at December 31, 2007. During our fiscal yearyears ended December 31, 2008 and December 31, 2007 we generated limited amounts of revenues and cash collections through the sale of various advertising, revenues. While the Company’s contract backlog is beginning to grow,sponsorship and directory services products from our main website Disaboom.com, and related microsites DisaboomJobs.com and Lovebyrd.com. However, 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 and March and April 2008. Additionally, in March and April 2008 we received gross proceeds of $2,623,501 upon the exercise of certain warrants the Company issued in September and October 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 9,26, 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.shares.

        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. On April 4, 2008 we closed $800,000 in gross proceeds under a private placement, and issued 800,000 shares of common stock. These shares were issued at $1.00 per share.

        We expect the proceeds from these offerings, including any proceeds collected fromOn March 10, 2008 and April 2, 2008 we issued an aggregate of 2,623,501 shares of common stock at $1.00 upon the exercise of certainwarrants that the Company issued in September and October 2007. We received gross proceeds of $2,623,501 upon the exercise of the warrants.

        On March 19, 2009, the Company closed on $296,250 in gross proceeds under a private placement. In the closing, the Company issued a total of 1,975,000 shares of common stock at a price of $.15 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.

         With our outstanding warrants, to beprojected sales, operations and expenditures we expect that our current financial resources are sufficient to coverfund our costs and expenses through our projection as to whenoperations until the fourth calendar quarter of 2009 at which time we anticipate that we will reachbe cash flow positive. However, estimates for expenses may change in which casethe event we fail to achieve our capital would not be sufficient for this time period. Further,projections during fiscal 2009, we may determine it is appropriatewill likely need to raise additional capital for working capitalfunds during the year through equity or debt financing to continue to fund our planned business operations. Current conditions in the global and general corporate purposes. If we need, or elect, to obtain additional debt or equity financing, but there can be no assurancefinancial markets have currently limited the availability of these resources. We cannot assure you that, additional financingif necessary, 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, or continue our current business operations.

Results of Operations:

        OurDuring 2007 the activities of the Company were primarily organizational in nature. During the year ended December 31, 2008 our focus changed from organizational matters and the initial launch of our main website, to operational matters related to (a) expanding the resources, services, product offerings and capabilities of our main website and social networking platform, (b) launching additional resources and services through related microsites and the Company’s marketplace, (c) integrating our main website and related microsites into the Disaboom Network, (d) driving Internet traffic into our community, and (e) beginning to generate traditional cost per mille (“CPM”) related advertising and sponsorship revenues, as well as directory services revenues. Accordingly, during the first six months of 2008, the Company remained in the “development stage” for financial statementsreporting purposes. However, because of the Company’s financial results and growth during the year, we exited the “development stage” for financial reporting purposes during the fiscalquarter ended September 30, 2008.

         The Company has, and will continue to respond aggressively to changing general economic and internet advertising industry conditions. While the growth of traditional static banner and display advertising has generally slowed in several online advertising market sectors due to pricing declines, advertising agency commitments, budget cutbacks, recessionary economic conditions and other factors, the growth and outlook of niche market, search related, targeted landing page and microsite related, social network related, targeted rich media, and other forms of targeted and niche online advertising remains relatively strong. Beginning in the quarter ended September 30, 2008, and through the filing date of this Form 10-K, the Company aggressively reduced its investment in online media/advertising related expenditures. We also continue to constantly monitor and evaluate our business needs and resources and may scale back in certain areas that are not deemed essential to the Company’s near term success.

        During the year ended December 31, 2008, the Company experienced a net loss of $ 10,813,591 or ($.25) per share, compared to a net loss of $7,949,350, or (.28) per share during the year ended December 31, 2007. During the year ended December 31, 2008, our operating expenses totaled $11,229,958. Approximately 88% of the expenditures we incurred related to payroll and stock compensation costs ($ 3,698,857), website development costs ($162,855), marketing and advertising costs ($5,232,859) and legal and consulting fees ($748,810).

        As of December 31, 2007, the Company had 25 full time and 2 part time employees, and outsourced all of its design, development and marketing efforts related to the initial limited and general availability launches of its main website. As of December 31, 2008, the Company had 27 full time and 3 part time employees dedicated to all aspects of the Company’s website and content development, sales, and administrative operations, and limited third Party vendor relationships. The Company’s online media/advertising related expenditures were reduced by approximately 80% from the quarter ended September 30, 2008 versus the prior quarter, and approximately 90% from the three month period ended December 31, 2008 versus the quarter ended September 30, 2008. Total cash operating expenditures were also reduced approximately 20% during the quarter ended September 30, 2008 versus the previous quarter, and approximately 40% from the three month period ended December 31, 2008 versus the quarter ended September 30, 2008. Total cash operating expenditure reductions included reductions of approximately 60% of the Company’s workforce from a high of approximately 45 fulltime personnel during the quarter ended September 30, 2008, to a total of 27 fulltime personnel as of December 31, 2008.

        During the quarter ended December 31, 2007 and through the twelve months ended December 31, 2008, the Company began receiving revenue through the sale of various CPM display advertising, sponsorship and directory services products on the Disaboom Network. During the quarter ended September 30, 2007, the Company had no earned revenue from its website as we were still in the planning and early development stage of our website. The Company’s revenue increased 800%, from $83,682 to $752,152 during the twelve month period ended December 31, 2008 versus the prior year. Although we did not release the first fully operational version of our website until approximately February 1, 2008, we did receive limited revenues in 2007 during the fourth quarter. Existing sales agreements range in term from one month test agreements to twelve month agreements over which the contract value is earned and recognized as revenue. Advertising revenue is recognized ratably over the period in which it is earned through the development of sponsor landing pages, microsites and channels, publishing business listings or company profiles, or the delivery of advertising impressions by recognized and independent third party vendors. From the quarter ended June 30, 2008 through the quarter ended September 30, 2008, the Company’s revenue increased 39%, from $141,355 to $196,242. From the quarter ended September 30, 2008 through the three month period ended December 31, 2008, the Company’s revenue increased 186%, from $ 196,242 to $ 364,695. Total cash collections from the sale of CPM display advertising, sponsorship and directory services products increased 66%, to $219,095, during the quarter ended September 30, 2008 versus the previous quarter, and increased 68% for the three month period ending December 31, 2008 versus the quarter ended September 30, 2008.

        Online media/advertising related expenditures were reduced by approximately 80% from the quarter ended September 30, 2008 versus the prior quarter, and approximately 90% from the three month period ended December 31, 2008 versus the quarter ended September 30, 2008. The purpose of this reduction was to aggressively respond to changing market conditions and to transition the Company to a base of primarily organic traffic. After an initial decline in monthly unique visitors early in the quarter ended September 30, 2008, monthly unique visitors increased 50% during the period from August to September 2008, and increased an additional 57% from September to October 2008, to reach over 656,000 monthly unique visitors. From the quarter ended September 30, 2008 through the three month period ended December 31, 2008, the Company’s unique visitors increased approximately 240% to reach over 3.2 million unique visitors. Absolute and relative increases in monthly unique visitors and organic traffic not only reduce the need for advertising and branding campaigns to promote the Disaboom Network via media related expenditures, but also increase the Company’s available advertising impression inventory for CPM and directory services sales.

        Throughout the year ending December 31, 2008, the Company’s CPM advertising impression inventory remained sold out. During the period from September 5, 2006 (inception)2008 through December 31, 2006 reflect minimal business activities. We incorporated2008, as the Company’s internet traffic increased substantially, the Company’s deliveries of CPM advertising commitments and related sponsorship obligations, billings and earned revenue correspondingly grew significantly, enabling the Company to begin to hire, train and re-invest in September 2006,dedicated CPM and since that time we worked primarilysponsorship sales executives in late December 2008 and into 2009. While early in 2009 the Company has experienced delays in the renewals and implementation of several 2008 advertising campaigns and a generally “softer” market among smaller advertisers, the Company’s recently hired CPM and sponsorship sales executives are aggressively proposing on a variety of advertising and sponsorship opportunities for the planning, developmentsecond calendar quarter of 2009. The Company anticipates continued substantial growth in 2009 as a result of its niche advertising market opportunity, growing base of monthly unique visitors and integrationportfolio of our main website, the planning and initial implementation our marketing and business development initiatives, the start up of our sales operations,products, continued operating efficiencies, and the initial developmentfurther penetration of our management team and staff.

        In January 2007 we entered into the Website Development Agreementits community 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.primarily organic traffic.

        As described above, during our fiscal years ended December 31, 2007 and December 31, 2008 we generated limited amounts of revenues and cash collections through the sale of various advertising, sponsorship and directory services products from the Disaboom Network. We currently fund our operations primarily through funds raised in private placements of our common stock completed in March, September, October, and December 2007, and March and April 2008. We expect the proceeds from these offerings, including any proceeds collected fromAdditionally, in March and April 2008 we received funds upon the exercise of certain ofwarrants the Company issued in its September and October 2007 private placements. With our outstanding warrants, to beprojected sales, operations and expenditures we expect that our current financial resources are sufficient to coverfund our costs and expenses foroperations until the fourth calendar quarter of 2009 at leastwhich time we anticipate that we shall be cash flow positive. However, in the next twelve months. However, estimates for expenses, as well asevent we fail to achieve our market approach and timing may change, orprojections during calendar 2009, we may determine it is appropriateexpect that during fiscal 2009 we will need to raise additional capital for working capitalfunds through equity or debt financing to continue to fund our planned business operations. Current conditions in the global and general corporate purposes, and decide to obtain additional debt or equity financing during 2008, but there can be no assurancefinancial markets have currently limited the availability of these resources. We cannot assure you that additional financingcapital will be available on reasonable terms, if at all.

        During Therefore, the fiscal year ended December 31, 2007, and from inceptioninability to raise additional funds, either through equity or debt financing, could materially impair our operating expenses totaled $8,069,311 and $8,086,298 respectively. Approximately 83% of the expenditures we incurred relatedability 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 ofgenerate revenues, or continue 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.current business operations.

        At December 31, 2007,2008, the Company’s cash, cash equivalents and short-term investments (primarily mutual funds) were $6,645,193.$1,951,676. As reflected in our statement of operations during the 20072008 fiscal year the Company realized a gainrecorded $138,004 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 asof $473,789as 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 endedending March 31, 20082009 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.

Off-Balance Sheet Arrangements

        We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

        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:

        Revenue recognition:

        During the year ended December 31, 2008, the Company began receiving of revenue primarily through the sale of various CPM display advertising, sponsorship, and directory services products on the Disaboom Network. CPM display advertising and sponsorship revenue comprised 75% of the Company’s total revenue during 2008. CPM display advertising and sponsorship revenue, and directory services revenues, are recognized ratably over the period in which it is delivered and earned through (1) the development and release of sponsor landing pages, microsites and channels on the Company’s websites, (2) the delivery of advertising impressions by recognized and independent third party vendors, and (3) the publication and availability of national and local business listings and other directory service products in the Company’s marketplace. The Company has agreements ranging in term from one month test agreements to twelve month advertising, sponsorship and directory services agreements.

Website development costs:

        The Company has adopted the provisions of Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force (“EITF”) 00-2, “AccountingAccounting for WebsiteWeb Site Development Costs”, which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites.web sites. Under the EITF 00-2, costs related to certain websiteweb 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.

Revenue Recognition:

        During Based upon the yearCompany’s product development process and the constant modification of the Company’s website, costs incurred by the Company during the application development stage have been insignificant. Through December 31, 2008, the Company has expensed all significant website development costs, as these costs primarily related to planning and operational activities. For the years ended December 31, 2008 and 2007, the Company began receiving limited amountswebsite development costs of revenue from its website through the sale of advertisingapproximately $162,855 and sponsorship revenue. Advertising and sponsorship revenue is recognized ratably over the period in which it is delivered and earned.$475,462, respectively, were expensed.

        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”)SFAS, No. 115, “AccountingAccounting for Certain Investments in Debt and Equity Securities”Securities. At December 31, 2007, marketable

        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 market value and unrealized gains and losses are included in earnings.

        The Company currently maintains a bank account through Cambridge Investment Research Advisors, Inc. Through this account the Company invests a portion of its cash in short term commercial notes that are highly liquid and historically low risk. Subsequent to September 30, 2008, the current credit crisis in the United States has continued and capital market conditions have been highly volatile. The market value of the Company’s short term investments have declined and the Company has recorded an unrealized loss of approximately $426,376 for the year ended December 31, 2008, which represents approximately 27% of the Company’s short-term investments.

        Stock-based Compensation: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).

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 doubtful accounts, historical experience, and other currently available evidence.

Recent pronouncements:

        In April 2008, the FASB issued FSP SFAS 142-3,DeterminationoftheUsefulLife ofIntangibleAssets. FSP SFAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. Previously, under the provisions of SFAS No. 142, an entity was precluded from using its own assumptions about renewal or extension of an arrangement where there was likely to be substantial cost or material modifications. FSP SFAS 142-3 removes the requirement of SFAS No. 142 for an entity to consider whether an intangible asset can be renewed without substantial cost or material modification to the existing terms and conditions and requires an entity to consider its own experience in renewing similar arrangements. FSP SFAS 142-3 also increases the disclosure requirements for a recognized intangible asset to enable a user of financial statements to assess the extent to which the expected future cash flows associated with the asset are affected by the entity’s intent or ability to renew or extend the arrangement. FSP SFAS 142-3 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. Early adoption is prohibited. The guidance for determining the useful life of a recognized intangible asset is applied prospectively to intangible assets acquired after the effective date. Accordingly, the Company does not anticipate that the initial application of FSP SFAS No. 142-3 will have an impact on the Company. The disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date.

        In December 2007, the FASB issued SFAS No. 141 (Revised 2007),Business Combinations, (“SFAS No. 141R”). SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will also change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, any business combinations the Company engages in will be recorded and disclosed following existing GAAP until December 31, 2008. The Company expects SFAS No. 141R will have an impact on accounting for business combinations once adopted and the effect is dependent upon acquisitions at that time.

        In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and HedgingActivities (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure requirements for FASB Statement No. 133, “Derivative Instruments and Hedging Activities” (“SFAS No. 133”). It requires enhanced disclosure about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedge items are accounted for under SFAS No. 133 and its related interpretations, and (iii) how derivative instruments and related hedge items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for the Company as of January 1, 2009. As the Company does not hold any derivative instruments, management does not expect SFAS 161 will have an impact, on its financial position and results of operations.

        In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated FinancialStatements, an Amendment of ARB 51 (“SFAS 160”) which is effective for the Company on January 1, 2009. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. It also requires disclosure on the face of the consolidated statement of net income, the amounts of consolidated net income attributable to the parent and to the non-controlling interest. In addition, this statement establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. The Company does not expect the adoption of this statement to have a material impact on its financial statements

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MAREKT RISK

        Not Applicable.

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)2008). 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.

        Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

        Changes in Internal ControlsControl over Financial Reporting

        Our management is also responsible for establishing internal control over financial reporting (“ICFR”) as defined in Rules 13a-I5(f) and 15(d)-15(f) under the 1934 Act. Our ICFR are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our ICFR are expected to include those policies and procedures that management believes are necessary that:

        Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

        As of December 31, 2008, management assessed the effectiveness of the Company’s ICFR based on the criteria for effective ICFR established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting companies and non-accelerated filers. Based on that assessment, management concluded that, during the period covered by this report, such ICFR were effective as of December 31, 2008.

This annual reportAnnual Report does not include aan attestation report of management’s assessmentour independent registered public accounting firm regarding internal control over financial reporting or anreporting. Management’s report was not subject to attestation report of the Company’sby our independent registered public accounting firm duepursuant to a transition period established bytemporary rules of the Securities and Exchange Commission for newly public companies.SEC that permit us to provide only management’s report in this Annual Report.

        There waswere no changechanges in the Company’sour internal control over financial reporting that occurred during the fiscal quarter to which this report relatesended December 31, 2008, that hashave materially affected, or isare reasonably likely to materially affect, the Company’sour internal control over financial reporting.

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. Not Applicable.

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, 2008.2009. 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. Except as described below, none of our executive officers or directors have been involved in any legal proceedings within the past five years. Finally, except with respect to Mr. Walpuck’s employment agreement, there is no agreement or understanding between the Company and each director or executive officer pursuant to which he was selected as an officer or director.

J.W. Roth is a co-founder of Disaboom and was appointed to serve on our Board of Directors in November 2006. Additionally,2006 and currently serves as the Chairman of our Board of Directors. Mr. Roth currently servesserved 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.until November 4, 2008. 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.

John Walpuck was appointed to our Board of Directors in April 2007 and also serves as our Chief Executive Officer, 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’years of financial and management experience workingto the Company, and over 15 years of experience in corporate development, corporate financethe Internet and general financial management. From 2005 through 2007web-based software industries. Prior to joining Disaboom, Mr. Walpuck wasserved as the Senior Vice President and Chief Financial Officer of Nine Systems, a San Diego based streaming media software services company acquired by Akamai in November 2006. From 2002 through 2005 Mr. WalpuckAkamai. Prior to that, he served as the sole partner for Palmyra Consulting, a consulting firm where he advised clients on issuescorporate officer, financial executive and projectsmanagement consultant to privately-held and publicly traded companies ranging from start-ups to organizations with over $50 billion in revenue, including merger and acquisitions, corporate finance, real estate finance, and government contracts. From 2000 through 2002 Mr. Walpuck served as the Chief Financial Officer forXO Communications, TecSec, Inc., MCI Communications, General Electric, and PSINET, Inc. Mr. Walpuck’s experience spans 15 industries, 40 countries, and a private security software company. Mr. Walpuck is abroad range of financial and corporate matters. A CPA and CMA, andMr. Walpuck also holds an MBA from the University of Chicago and a Bachelor’s degree from Edinboro State College.University.

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 HallScott Chandler was appointedelected to serve on our Board of Directors on February 29,November 5, 2008. Mr. HallChandler has over 15 years of senior and executive level management experience. Mr. Chandler is currently operatesmanaging partner for Franklin Court Partners, LLC, a private consulting company that provides services to a broad range of businesses. Additionally,business consulting services including advising clients in 2007the following areas: developing business plans to raise initial funding, assisting companies secure additional financing, business restructuring, and litigation support. Currently Mr. Hall was appointed to serveChandler also serves as an independenta director of Fuser,other companies including Cimetrix Inc. (CMXX.OB) 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.

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., asoftware company engaged in the residentialdesign, development, marketing, and commercial mortgage business.support of factory automation solutions for the semiconductor and electronics industries. Prior to founding Franklin Court Partners, LLC Mr. Chandler was the Chief Financial Officer and Senior Vice President for RHYTHMS NetConnections, a provider of broadband services utilizing digital subscriber line technology. Additionally, from June 2002 through October 2005 Mr. LieberChandler has worked for Petritech, a companyother companies engaged in the material sciences industrytelecommunications industry. Mr. Chandler’s business career began with Arthur Andersen & Co as a Senior Consultant/Accountant. Mr. Chandler earned an M.B.A. from the Wharton School of the University of Pennsylvania, and focusing on materials useda B.A from Whitworth College.

Significant Employees

Although we do not consider the following persons to be “executive officers” each of the below persons make significant contributions to our current and planned business operations.

Kim Dority joined Disaboom in transportation, aerospaceSeptember 2007 and architectural applications. While at Petritech, Mr. Lieber servedcurrently serves as the company’sCompany’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. KlispieContent. Ms. Dority has over 22thirty years of softwareexperience in content development, publishing, product creation and internet experience working with numerous organizationsinformation strategy consulting in 15at least eight different industries.  Most recently, he served as Executive Vice President, Data AnalyticsShe has worked for and Business Consulting for the Indigio Group, Inc., a Denver based internet Agency. At Indigio Mr. Klispie managedconsulted with start-ups, early stage and Fortune 500 companies and non-profits on numerous projects to optimize and align internal and external information resources with their strategic goals, and has developed successful content to drive those strategic goals. Included among her major projects are the development and implementation of information strategies for students, faculty, marketing, and accreditation goals for a broad arraygrowing online MBA program, and the design and creation of the first digital library for online learners, which she subsequently built into a successful digital library business for the online learning industry. She holds a Master’s Degree in Information Science from the University of Denver, and a Bachelor’s Degree in Comparative Literature from the University of California, Irvine.

Harry Brumleve joined Disaboom in November 2007 and currently serves as the Company’s Vice President of Engineering. Mr. Brumleve has over 15 years of web tracking, key performance indicator management, behavioral and user segmentation, customerproduct-based software development experience to the Company. Prior to joining Disaboom, was the Director of Software for ManiaTV.com. Mr. Brumleve has founded and operational support,worked primarily for early stage and other interactive marketingstartup companies and web-based solutionshas also worked and consulted for national account clients.such established corporations as Accenture, Anheuser-Busch and Cambridge Technology Partners in the US and abroad. Mr. Brumleve holds a Bachelor’s Degree in Computer Science (with a double major in German) from the University of Missouri.

        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, 2007,2008, 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 eachKen Klispie, failed to timely file a Form 4 reporting one transaction involving the acquisition of common shares and warrants.an option grant in April 2008.

        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.Company at its corporate offices.

        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,Chandler, Mr. Overgaard and Mr. Petso currently serve on the Company’s Audit Committee, each of whom is considered independent. Mr. PetsoChandler 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.

        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 bonuscompensation exceeded $100,000 (the “Named Executive Officers”).$100,000.

EXECUTIVE SUMMARY COMPENSATION TABLE

        Compensation Discussion and Analysis

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

        The Compensation Committee of our Board of Directors (the "Committee"“Committee”) reviews and approves the total direct compensation packages for each of our executive officers. To date the Company has generally entered into employment agreements with its executive officers. Notably the salary and other benefits payable to our named executive officers arehave set forth in employment agreements which are discussed below.below as applicable. Stock option grants, as applicable to certain of the named executive officers, are approved by the full board of directors. Company management determines the salary and total compensation for persons who are not deemed executive officers.

Cash Compensation Payable Toto Our Named Executive Officers.

        Our Named Executive Officersnamed executive officers receive a base salary payable in accordance with our normal payroll practices and pursuant to contractsany employment agreement between each of these officers and Disaboom (which contractsagreements are described in more detail below). Based on the Committee'sCommittee’s knowledge of the industry and Disaboom'sDisaboom’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 bonusBoth Messrs. Roth 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 meetingWalpuck received standard fees for Messrs Roth, House and Walpuck.serving in their capacity as directors.

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

Option Grants To Ourto our Named Executive Officers.

        We have granted stock options to certain of our Named Executive Officers.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, When granting options to our executive officers (and all of our Named Executive Officers,employees) our board of directors evaluates each person's current, past and potential contributions to the Company and attempts to grant an appropriate and fair award to each employee. In the case of our executive officers and senior level employees we consider the stock option grants to be a material element of that person's total compensation.

        Of our executive officers, and persons named in the executive compensation table above, we have granted stock options toto: (i) our Chief Executive Officer, President and Chief Financial Officer, John Walpuck, andWalpuck; (ii) our SeniorChairman of the Board, Mr. Roth; (iii) our Vice President of Sales, Howard Lieber.Content, Kim Dority; and (iv) our Vice President of Engineering, 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.Brumleve. We believe that option these option grants serve as additional incentive for our officers and employees 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.Officers and Key Employees

        WeHistorically we have entered into employment agreements with eachmost of our Named Executive Officers.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.

J.W. RothRoth::    On October 1, 2007, we entered into an employment agreement with our former Chief Executive Officer and current Chairman of the Board, J.W.J. W. Roth. The agreement iswas for an initial three year termterm. On November 4, 2008 the Company 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 ofmutually agreed to terminate Mr. Roth's death or disability preventing him from working, if we terminate the employment agreementagreement. Mr. Roth will be entitledcurrently serves as our Chairman of the Board and provides the Company consulting services pursuant 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.Company dated November 4, 2008.

John WalpuckWalpuck::    On April 2, 2007 we entered into an employment agreement with John Walpuck who currently serves as our Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer. The employment agreement iswas for an initial two year termterm. On November 4, 2008 we entered into an amended and thereafter may be automatically extended for additional one year terms.restated employment agreement with Mr. Walpuck. Pursuant to the amended and restated 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 receivesWalpuck is paid 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.receives a housing and travel allowance. 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 up to six months of his annual salary.

        In connectionUpon his initial employment with his employment,the Company, 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 vest 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. On November 4, 2008 Mr. Walpuck was granted 2,500,000 options to purchase our common stock at $0.20 per share, of which 500,000 vested immediately and the remaining options vesting quarterly on a pro-rata basis over a three year term.

Howard LieberHarry Brumleve::   Effective May 1, 2007 Howard Lieber began serving as our Vice President of Sales at an annual salary of $150,000. Effective    On October 1, 2007, Mr. Lieber was promoted to Senior Vice President of Sales. We30, 2008 we entered into an employment agreement with Mr. Lieber effectiveHarry Brumleve who currently serves as our Vice President of December 1, 2007.Engineering. The employment agreement was for an initial one year term. Pursuant to the agreement, Mr. Lieber receivesBrumleve is paid an annual salary of $150,000.$135,000. Unless the employment agreement is terminated for cause, or as a result of Mr. Lieber'sBrumleve's death or disability, preventing him from working, if we terminate the employment agreement Mr. LieberBrumleve 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

Upon his initial employment with the Company prioron November 28, 2007, Mr. Brumleve was granted 125,000 options to May 2007.

purchase our common stock at $1.40 per share with 100,000 options vesting pro-rata on an annual basis over a three year period from the date of grant, and 25,000 options vesting upon the achievement of certain defined performance objectives. 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 agreement7, 2008 and September 10, 2008 he was subsequently amended effective December 1, 2007, whereby 200,000 of the 500,000granted 25,000 and 75,000 options are vested as of the updated effective date,to purchase our common stock at $1.25 and the remainder will vest over a four year period$.52 per share, with a portion of the options vesting only uponpro-rata on quarterly and annual bases over two and three year periods from the Company meeting annual billed revenue quotasdates of grant, respectively. The May 7 and September 10, 2008 options were granted in consideration for Mr. Lieber remaining an employeeBrumleve's promotion to become our Vice President of Disaboom. Additionally,Engineering, expanded responsibilities and continuing services to be rendered to the Company. As a result of a result of significant changes in market conditions and other factors, the exercise prices of Mr. LieberBrumleve's November 28, 2007, May 7, 2008 and September 10, 2008 option grants were subsequently amended to each be at a strike price of $.45 per share (see the Company's Subsequent Events financial statement footnote for additional information). On November 5, 2008, Mr. Brumleve was granted 250,000an additional 150,000 options on October 1, 2007to purchase our common stock exercisable at $.18 per share with the options vesting on April 30, 2008 but onlya quarterly basis over approximately a one year period from the date of grant upon the achievement of certain defined interim performance objectives.goals, with all of such options vesting upon the Company achieving the status of cash flow positive in our business operations in the later part of 2009.

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 20072008

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, 2007,2008, 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, 2007,2008, 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.

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 We have also granted our directors stock options in consideration for serving on our Board of Directors. Generally directors have been granted options upon their appointment to the board of Directors. Additionally, on March 9, 2007 our Board of Directors formed an Audit Committee, a Compensation Committee and a Nominating Committee. Mr. Petso was nominatedAt that time each of our then independent directors were granted options in consideration for services provided to serve as the chairman of the Audit and Compensation Committees. As compensationCompany, with certain directors being granted additional options for serving on committees of the Board of Directors and as chairmanDirectors.

        On November 5, 2008 after being re-elected at our annual meeting 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 toshareholders our Board of Directors granted each of our directors a second option grant in July 2007. Upon his appointmentconsideration for their on-going services to the Board on February 29,Company.

        On March 1, 2008 pursuant to an oral agreement Mr. Hall was granted 50,000 options.began providing the Company consulting services related to the continuing development of our website and technical operations. During the quarter ended September 30, 2008, we ceased paying Mr. Hall fees pursuant to the oral agreement.  In consideration for these services we paid Mr. Hall $73,202. The consulting fees paid to Mr. Hall are included in the “Fees Earned or Paid in Cash” in the Director Compensation Table below.

        The following table reflects the compensation of our directors for our fiscal year ended December 31, 2007:2008:

DIRECTOR COMPENSATION

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

        During our 20072008 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, 200819, 2009 was 39,763,080.44,710,270. The following table sets forth the beneficial ownership of the Company’s Common Stock as of March 18, 200819, 2009 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.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

        * 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 hashave sole or shared voting power or investment power and also any shares, which the selling stockholders hashave 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.

Securities Authorized for Issuance Under Equity Plans

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY PLANS

(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,Company, 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 during our initial private placement which closed in March 2007, and the remaining $13,000 was subsequently repaid. Mr. Roth currently serves as our Chairman of the Board and provides the Company consulting services pursuant to an agreement with the Company dated November 4, 2008.

        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.

        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 for these services we paid Mr. Hall $73,202.

        Additionally, as described above we have agreed to pay Mr. Hall $10,000 per month for an initial 60 day period ending April 30, 2008,entered into employment agreements with certain of our executive officers and thereafter have agreed to pay Mr. Hall $3,750 per calendar quarter until either we or Mr. Hall terminatedirectors. The terms of the consulting arrangement.  We expect to enter into a written consulting agreement with Mr. Hall containingagreements which are currently effective are described in the described terms. executive compensation section of this Form 10-K.

        Director Independence

        Our Board of Directors currently consists of Messrs. Roth, Walpuck, House, Petso, Lazzaro, Overgaard, Templeton and Hall.Chandler. The Company defines “independent” as that term is defined in Rule 4200(a) (15) of the Nasdaq listing standards. Messrs. Petso, Templeton, Lazzaro, Overgaard, and OvergaardChandler 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 $45,000 for the fiscal year ended December 31, 2008 and approximately $51,500 for the fiscal year ended December 31, 2007 and approximately $5,000 for the fiscal year ended December 31, 2006.2007. 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 accountantindependent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.

(b)    Audit-Related Fees.

        GHP Horwath billed usAudit Related Fees represent aggregate fees in the amount of $0 for the fiscal years ended December 31, 2007 and 2006billed for assurance and related services by the principal accountant that wereare reasonably related to the performance of the audit or review of ourthe Company’s financial statements.

statements that are not included under the caption “Audit Fees” above. There were no audit related fees billed by GHP Horwath, P. C. for fiscal years ended 2008 and 2007.

(c)    Tax Fees

        Tax Fees represent aggregate fees relatedbilled for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no tax fees billed by GHP Horwath, P.C. for fiscal years ended 2008 or 2007.

(d)    All Other Fees

        All Other Fees represent aggregate fees billed for all other products and services provided by the principal accountant not otherwise disclosed above. There were no other fees from GHP Horwath, P.C. for services rendered to tax return preparation were $0 and $2,200the Company, other than for services described above, for the fiscal years ended December 31, 2007 and 2006, respectively.

        GHP Horwath billed us aggregate fees in the amount of $0 for the fiscal years ended December 31, 2007 and 2006 for other fees.2008 or 2007.

(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 certainde minimis standards. The Audit Committee’s charter provides that the Audit Committee must:

        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.

PART IV

Exhibits

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.

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: