As filed with the Securities and Exchange Commission on June 6,October 16, 2008

Registration Statement No. 333-150494

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1/A

Amendment No. 12

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

With a Copy to:

Theresa M. Mehringer, Esq.
Burns Figa & Will, P.C.
6400 S. Fiddlers Green Circle
Suite 1000
Greenwood Village, Colorado 80111
(303) 796-2626

Approximate date of proposed sale to the public:

As soon as practicable following the date on which the Registration Statement becomes effective.

        If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JUNEOCTOBER ___, 2008
DISABOOM, INC.
SHARES OF COMMON STOCK

        Disaboom, Inc. (“we”, “us”, or the “Company”) incorporated under the laws of the State of Colorado on September 5, 2006. On October 1, 2007, we launched the general availability version of our website, www.disaboom.com, and on January 24, 2008 released an updated version of the website. On October 9, 2007, the Company acquired an online dating and social networking website with the domain name Lovebyrd.com, and began re-branding Lovebyrd.com in February 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. We are continuing to develop the siteour main website and related micro sites as a comprehensive, interactive online resourceresources not only for persons living with disabilities or functional limitations, but also their immediate families and friends, caregivers, recreation and rehabilitation providers and employers.

        This prospectus relates to the resale by the selling stockholders of up to 17,327,68717,317,687 shares (the “Shares”) of our common stock that may be offered by certain shareholders (the “Selling Shareholders”) from time to time in the public market. The Selling Shareholders purchased the Shares in private offerings conducted in 2007. The Shares offered hereby include: (i) 9,345,166 shares of our common stock outstanding; and (ii) 7,982,5217,972,521 shares of our common stock issuable upon exercise of outstanding warrants.

        The Selling Shareholders may sell common stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions. The Selling Shareholders may be deemed underwriters of the Shares which they are offering. The Selling Shareholders will receive all of the proceeds from any sales of the Shares made pursuant to this prospectus, and we will receive nothing. However, we will pay the expenses of registering the Shares.

        Our common stock is traded on the NASD Over-the-Counter Bulletin Board under the symbol “DSBO.OB.” On June 2,October 13, 2008, the closing bid price of our common stock as reported by the Over-the-Counter Bulletin Board was $1.33.$0.15.

        INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 1.

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        The date of this prospectus is JuneOctober ___, 2008.

        The information in this Prospectus is not complete and may be changed. This Prospectus is included in the Registration Statement that was filed by Disaboom, Inc. with the Securities and Exchange Commission. The Selling Shareholders may not sell these securities until the registration statement becomes effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the sale is not permitted.

TABLE OF CONTENTS

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This Prospectus 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 prospectus. You should not place undue reliance on these forward-looking statements.

SUMMARY INFORMATION AND RISK FACTORS

Prospectus Summary

        The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully.

Disaboom, Inc.

        Disaboom, Inc. (“we”, “us”, or the “Company”) incorporated under the laws of the State of Colorado on September 5, 2006. On October 1, 2007, we launched the first general availability version of our website disaboom.com, and on January 24, 2008 released an updated version of our website. On October 9, 2007, the Company acquired an online dating and social networking website with the domain name Lovebyrd.com, and began re-branding Lovebyrd.com in February 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. We are continuing to develop theour main web site as a comprehensive, interactive online resourceresources not only for persons living with disabilities or functional limitations, but also their immediate families and friends, caregivers, recreation and rehabilitation providers and employers.

The Offering

         Common stock offered by selling stockholders includes up to 17,327,68717,317,687 shares of common stock, consisting of (i) 9,345,166 shares of our common stock outstanding, and (ii) 7,982,5217,972,521 shares of our common stock issuable upon exercise of outstanding warrants.

         The above information regarding common stock to be outstanding after the offering is based on 43,334,27143,435,207 shares of common stock outstanding as of June 2,October 14, 2008, of which 116,66791,667 shares were issued in error but remain outstanding.

        Our principal offices are located at 7730 E. Belleview Avenue, Suite A-306, Greenwood Village, CO 80111 and our telephone number is (720) 407-6532. We are a Colorado corporation. Our website address is www.disaboom.com.

RISK FACTORS

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

RISKS RELATED TO OUR BUSINESS

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

To date we have only realized nominal revenues and have limited operating history. Our only significant asset is the business plan andassets are our 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 be sufficient until we project being cash flow positive; however, unexpected capital needs may arise orfund our operations into at least our third quarter of fiscal 2009. However, we may deem that it is appropriate to raise additional funds for general corporate and working capital purposes. If an unexpected capital need arises weWe cannot assure you that capital will be available on reasonable terms, if at all. Therefore, the inability to raise additional funds, either through equity or debt financing, could materially impair our ability to generate revenues.

There are many risks associated with forward-looking information.

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

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

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

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

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

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

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

Although we launched the first general availability version of our website on October 1, 2007, and an updated version of the site on January 24, 2008, we are continuing to develop portions or our website 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 each contributed significantly to the expertise of our team and the position of our business. Dr. House and Mr. Roth each entered into three-year employment agreements with the Company, and Mr. Walpuck entered into a two-year employment agreement with the Company. If we lose the services of any of the foregoing individuals, and are unable to locate suitable replacements for such persons in a timely manner, it could have a material adverse effect on our business. We do not have, and we do not expect to obtain, key man life insurance for any members of management in the foreseeable future.

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

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

We also compete for visitors, members, consumers, content and service providers, advertisers, sponsors, partners and acquisition candidates with 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 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 website,websites, the number of page views and in 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 advertising and sponsorships, and the reduction in spending by or loss of current 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. 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.

Compliance with Section 404 of the Sarbanes-Oxley Act.

Section 404 of the Sarbanes-Oxley Act requires management to assess our internal controls over financial reporting and requires auditors to attest to that assessment. Current regulations of the Securities and Exchange Commission, or SEC, will require us to include our management assessment in our annual report commencing with the annual report we file with the SEC for our fiscal year ending December 31, 2008. If on June 30, 2008 we are deemed to be an “Accelerated Filer” as defined by U.S. securities laws we will also be required to include our auditor’s assessment in our annual report.

We will incur significant increased costs in implementing and responding to these requirements. In particular, the rules governing the standards that must be met for management to assess its internal controls over financial reporting under Section 404 are complex, and require significant documentation, testing and possible remediation. We may have to invest in additional accounting and software systems. We may be required to hire additional personnel and to use outside legal, accounting and advisory services. In addition, we will incur additional fees from our auditors as they perform the additional services necessary for them to provide their attestation. If we are unable to favorably assess the effectiveness of our internal control over financial reporting when we are required to, or if our independent auditors are unable to provide an unqualified attestation report on such assessment, we may be required to change our internal control over financial reporting to remediate deficiencies. In addition, investors may lose confidence in the reliability of our financial statements causing our stock price to decline.

RISKS RELATED TO OUR SECURITIES

We maylikely will 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.

WeWith our projected operations and expenditures we expect that our current financial resources are sufficient to be sufficient forfund our corporate needs until we project being cash flow positive.operations into at least our third quarter of fiscal 2009. 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 determinedeem that it is appropriate to raise additional capitalfunds for general corporate and working capital and general corporate purposes. There can be no assuranceWe cannot assure you that such capital will be available in sufficient amounts or on reasonable terms, acceptable to us, if at all. Therefore, the inability to raise additional funds, either through equity or debt financing, could materially impair our ability to generate revenues. Any sale of a substantial number of additional shares, or convertible securities, 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 limits the market for our common stock.

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

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

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

USE OF PROCEEDS

        This prospectus relates to shares of our common stock that may be offered and sold from time to time by the Selling Shareholders. We will not receive any proceeds from the sale of shares in this offering. However, if the warrants are exercised we will receive the exercise price paid upon exercise of those warrants. If we receive any proceeds upon the exercise of the outstanding warrants we intend to use the proceeds for working capital and other general corporate purposes. All proceeds received from the sale of the shares offered by the Selling Shareholders will accrue to the benefit of the Selling Shareholders and not to the Company.

SELLING SECURITY HOLDERS

        The tables below set forth information concerning the resale of the Shares by the Selling Shareholders. We are registering for resale an aggregate of 17,327,68717,317,687 shares of our common stock which includes 9,345,166 shares currently outstanding and 7,982,5217,972,521 shares underlying warrants. Except for 55,000 of the shares issued in October 2007, 86,32576,325 shares underlying warrants that were issued in December 2007, and May 2008, the shares and warrants were purchased by the selling shareholders in two private placements, the first closed in September and October 2007 (“Offering No. 1”) and the second offering closed in December 2007 (“Offering No. 2”). The resale of the shares purchased in Offering No. 1 and shares underlying the warrants purchased in Offering No. 1 were originally registered in a registration statement we filed on Form SB-2, SEC File No. 333-148122. We are registering the resale of these shares of our common stock to permit each of the selling stockholders and their donees, pledgees, transferees or other successors-in-interest that receive their shares after the date of this prospectus to resell or otherwise dispose of the shares and shares underlying warrants, or interests therein, as well as any stock that we may issue or may be issuable by reason of any stock split, stock dividend or similar transaction involving these shares, in the manner contemplated under “Plan of Distribution.” We will not receive any proceeds from the resale of the common stock by the Selling Shareholders.

Offering No. 2

        The following table sets forth the name of each person who is offering the resale of shares of common stock by this prospectus that were purchased in Offering No. 2. The number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in the offering and the number of shares of common stock each person will own after the offering, assuming they sell all of the shares offered.

    (1)        The beneficial ownership of the common stock by the selling stockholder set forth in the table is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days.

    (2)        Assumes that all securities registered will be sold.

    (3)        Relationships between selling security holders and the Company are as follows: Mr. Templeton currently serves on the Company’s Board of Directors.

    (4)         GunnAllen Financial, Inc., Bathgate Financial Partners and Chapin Davis served as placement agents for the Company for the private placement completed in December 2007 and are registered broker dealers. The warrants issued to James Halle, who is a registered representative of Chapin Davis, were issued to Mr. Halle as part of the commission owed to Chapin Davis.

     (5)        The natural person(s) who exercise voting and/or dispositive and investing powers are the following individuals: David L. Larsen and Kristen B. Larsen, Trustees have voting and dispositive power over the shares held by The Larsen 2000 Revocable Trust; Marielle DeHaas has voting and dispositive power over the shares held by Medmiles BV; Gerald W. Moreland and Barbara A. Moreland have voting and dispositive power over the shares held by Moreland Crosby Industries, Inc.; Walter Stresemenn has voting and dispositive power over the shares held by Norton Delaware & Co.; Rephael Inbar has voting and dispositve power over the shares held by W3 Ventures, Inc.; Pat Stryker and Joseph C. Zimlich have voting and dispositive power over the shares held by WestMountain Prime LLC; Richard D. Lovely has voting and dispositive power over the shares held by Lovebyrd, LLC; Stephen Caragol has voting and dispositive power over the shares held by Blue Rhino Investments, Inc. Defined Benefit Plan PSP; RW Schaum has voting and dispositive power over the shares held by Newport Capital Partners Inc; Richard A. Frueh has voting and dispositive power over the shares held by GunnAllen Financial Inc; Edward A. Halle Jr. has voting and dispositive power over the shares held by Slade Inc. and the shares held by the SM Weiler Trust; Art Donnelly has voting and dispositive power over the shares held by Abshier Webb & Donnelly; and Tis Prager has voting and dispositive power over the shares held by Tisu Investment Ltd.

    (6)        Kyle Cox, Matthew Keller, James Halle, Richard J. Petso, and Margaret Bathgate have all identified themselves as affiliates of Broker/Dealers. These shareholders have represented to the Company that they purchased the Securities on their own behalf in the ordinary course of business, and at the time of the purchase of the Securities, they had no agreements or understandings, directly or indirectly, with any party to distribute the Securities. All other selling shareholders (except as provided in footnotes 4 and 9) have represented that they are not registered broker-dealers or an affiliate of a registered broker-dealer.

    (7)         The 66,325 warrants issued to W3 Ventures and 10,000 warrants issued to Lori Sunshine were issued in consideration for business consulting services.

    (8)        The 55,000 shares held by Lovebyrd, LLC were issued in October 2007 pursuant to an asset purchase agreement between the Company and Lovebyrd, LLC.

    (9)        The 10,000 warrants issued to Abshier Webb & Donnelly were issued as partial commission for serving as a placement agent for the private placement the Company completed in March and April 2008. Abshier Webb & Donnelly is a registered broker–dealer.

Offering No. 1

        The following table sets forth the name of each person who is offering the resale of shares of common stock by this prospectus that were purchased in Offering No. 1. The number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in the offering and the number of shares of common stock each person will own after the offering, assuming they sell all of the shares offered.

        (1)     The beneficial ownership of the common stock by the selling stockholder set forth in the table is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days.

        (2)     Assumes that all securities registered will be sold.

        (3)     Relationships between selling security holders and the Company are as follows: Jay D. Belk served as a director of Disaboom until August 21, 2007; Nanine Odell is the spouse of Victor Lazarro Jr., a director of the Company; Carolyn Overgaard is the spouse of R. Jerry Overgaard, a director of the Company; David Petso serves as a director of the Company.Company; and Kevin Hall currently serves as a director of the Company although he is not standing for reelection to our board of directors at our November 5, 2008 annual meeting of shareholders.

        (4)     Morgan Keegan & Company, Inc. and Jesup & Lamont Securities Corporation served as placement agents for the Company for the private placement completed in September and October 2007, and are registered broker dealers. The warrants issued to Jay Goldman and Veronica McCarthy were issued as part of the commission paid to Jesup & Lamont Securities Corporation.

        (5)     The natural person(s) who exercise voting and/or dispositive and investing powers are the following individuals: A.C. Garland has voting and dispositive power over the shares held by Anderick Holdings, LLC; Donald L. Hartmann has voting and dispositive power over the shares held by Hallmark Consulting Group, Inc.; W. Austin Lewis has voting and dispositive power over the shares held by the LAM Waiting Game Fund, Ltd.; Graham R. Smith, Jennifer T. Smith, and George Pappas have voting and dispositive power over the shares held by Waverly Limited Partnership; Charles L. Barney has voting and dispositive power over the shares held by Mark X Energy Company; Robby J. Zink has voting and dispositive power over the shares held by HC Schmieding Produce CO INC Employee Stock Ownership Plan and Trust and The Schmieding Foundation Inc.; Robby J. Zink and Lawrence H. Schmieding have voting and dispositive power over the shares held by Schmieding Enterprises, Inc.; and Joel Citron holds voting and dispositive power over the shares held by Jove Partners, LP on behalf of Jove Master Fund, Ltd.

        (6)     Rodney D. Baber, Angelo Barr, John N. Boyle, Donald L. Hartmann, E. Carl Krausnick, JR., Michael McGill, William J. White, David Petso, Veronica McCarthy, Nanine A Odell, and George L. Learned have all identified themselves as affiliates of Broker/Dealers. These shareholders have represented to the Company that they purchased the Securities on their own behalf in the ordinary course of business, and at the time of the purchase of the Securities, they had no agreements or understandings, directly or indirectly, with any party to distribute the Securities. All other selling shareholders (except as provided in footnote 4) have represented that they are not registered broker-dealers or an affiliate of a registered broker-dealer.

Selling Shareholders Participating in Both Offering No. 1 and Offering No. 2

        The following table sets forth the names of the persons offering shares of common stock by this prospectus who participated in both Offering No. 1 and Offering No. 2. The number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in the offering and the number of shares of common stock each person will own after the offering, assuming they sell all of the shares offered.

        (1)         The beneficial ownership of the common stock by the selling stockholder set forth in the table is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days.

        (2)         Assumes that all securities registered will be sold.

        (3)         Consists of 80,000 shares and 20,000 shares underlying non-redeemable warrants purchased in Offering No. 1 as well as 79,271 shares with 59,454 warrants purchased in Offering No. 2.

        (4)         Consists of 13,333 shares plus 5,000 shares acquired upon the exercise of warrants purchased in Offering No. 1, as well as 3,333 shares underlying non-redeemable warrants purchased in that offering. Also includes 7,927 shares and 5,946 shares underlying warrants purchased in Offering No. 2. Outstanding shares owned also includes 10,000 shares not purchased in either Offering No. 1 or Offering No. 2, which are not being offered for resale pursuant to this prospectus.

        (5)         Consists of 66,667 shares plus 20,000 shares acquired the exercise of warrants purchased in Offering No. 1, as well as 16,667 shares underlying non-redeemable warrants purchased in that offering. Also includes 39,636 shares plus 29,727 shares underlying warrants purchased in Offering No. 2. Outstanding shares owned also includes 50,000 shares that were not purchased in Offering No. 1 or Offering No. 2, which are not being offered for resale pursuant to this prospectus.

        (6)         Consists of 120,000 shares and 30,000 shares underlying non-redeemable warrants purchased in Offering No. 1 and 47,563 shares and 35,673 shares underlying warrants purchased in Offering No. 2.

PLAN OF DISTRIBUTION

        Each Selling Shareholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the trading market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling shares:

        The Selling Shareholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

        Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Each Selling Shareholder does not expect these commissions and discounts relating to its sales of shares to exceed what is customary in the types of transactions involved.

        The Selling Shareholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Shareholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.

        The Shares will be sold only through registered or licensed brokers or dealers if required under applicable state or provincial securities laws. In addition, in certain states or provinces, the Shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

        Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the Selling Shareholders or any other person.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Capital Stock

        The authorized capital of the Company currently consists of 75,000,000 shares, of which 10,000,000 shares are preferred stock, par value of $.0001 per share (“Preferred Stock”), and 65,000,000 shares are common stock, par value of $.0001 per share (“Common Stock”). At our annual meeting of shareholders to be held on November 5, 2008 we are seeking shareholder approval to amend our articles of incorporation and increase the number of authorized common shares to 100,000,000. We currently have 43,334,27143,435,270 shares of common stock outstanding, and no shares of preferred stock outstanding. The number of outstanding common shares includes 116,66791,667 shares issued in error but remains outstanding.

        Each share of common stock is entitled to share pro rata in dividends and distributions, if any, with respect to the common stock when, as and if declared by the Board of Directors from funds legally available for such purpose. No holder of any shares of common stock has any preemptive rights to subscribe for any securities of the Company. Upon liquidation, dissolution or winding up of the Company, each share of the common stock is entitled to share ratably in the amount available for distribution to holders of common stock. All shares of common stock presently outstanding are fully paid and non-assessable.

        Each shareholder is entitled to one vote for each share of common stock held. There is no right to cumulate votes for the election of directors. This means that holders of more than 50% of the shares voting for the election of directors can elect all of the directors if they choose to do so, and in such event, the holders of the remaining less than 50% of the shares voting for the election of directors will not be able to elect any person or persons to the Board of Directors.

Dividends

        We have never declared or paid any dividends or distributions on our common stock. We anticipate that for the foreseeable future all earnings will be retained for use in our business and no cash dividends will be paid to stockholders. Any payment of cash dividends in the future on our common stock will be dependent upon our financial condition, results of operations, current and anticipated cash requirements, plans for expansion, as well as other factors that the Board of Directors deems relevant.

INTERESTS OF NAMED EXPERTS AND COUNSEL

        The audited financial statements of Disaboom, Inc. included herein and elsewhere in the Registration Statement have been audited by GHP Horwath, P.C., independent registered public accounting firm, for the periods and to the extent set forth in their report appearing herein and elsewhere in the Registration Statement. Such financial statements have been so included in reliance upon the report of such firm given upon the firm’s authority as an expert in auditing and accounting.

DESCRIPTION OF THE BUSINESS

Overview

        We were incorporated under the laws of the State of Colorado on September 5, 2006. We are in the business of developing, operating, and marketing an interactive online community dedicated to constantly improving the way people with disabilities or functional limitations live their lives. This interactive community is intended to serve 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 an initial 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 an updated and enhanced version of the site on January 24, 2008. On October 9, 2007, the Company acquired an online dating and social networking website with the domain name Lovebyrd.com, and began rebranding Lovebyrd.com in February 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 collectively referred to herein as the Disaboom Network. Our headquarters are located at 7730 E. Belleview Ave., Suite A-306, Greenwood Village, CO 80111. Our company website is www.disaboom.com.

        There are more than 54 million American adults living with disabilities or functional limitations today in the United States alone, and over 650 million worldwide. We believe Disaboom offers a new solution to the difficulties faced by this previously untapped market. Persons living with disabilities or functional limitations have unique needs, as do the people in their lives who are directly affected by such disabilities or functional limitations. Founded by a doctor, and himself a member of the disability community, built by internet industry veterans, and regularly incorporating the feedback of tens of thousands of users, we believe 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 regional advertising campaigns, both online and offline, as well as organic and direct response marketing intended to encourage people to visit our site. We believe that with the present absence of a comprehensive, community-oriented website specifically for people living with or directly affected by disabilities or functional limitations, this untapped target audience will visit and participate in our community, and contribute to its growth and success.

Our Target Market

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

Our Product

        We believe that we 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 serve as a gateway and complementary resource to the other.

        Content

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

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

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

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

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

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

        Support & Services.  The resource center provides basic but information we believe is important to our site visitors such as Disability-Related Benefits, Disability-Related Laws, Emergency Preparedness, Organizations, and Disability-Related Information Resources.

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

        The Health section of our website is intended to provide comprehensive medical information and education on disability-related conditions. It is 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, instead 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 number of people currently living with the particular condition, recent growth rates in particular conditions, associated chronic conditions, and other considerations:

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

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

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

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

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

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

        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.

        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. 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 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 are 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. We included and established forums as 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 5,000 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 15 active groups within our community and growing.

        Microsites

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

        Dating.     On October 9, 2007, we acquired the rights to the internet domain and website of Lovebyrd.com, an online dating and social networking service for individuals living with disabilities and other conditions that make it difficult to meet and connect with other people. Over the next six months the Company plans to continue to enhance its offering and the current 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, the unemployment rate of people living with disabilities is between 65% — 70%. Through DisaboomJobs, members of the community can currently search for job openings from a database of over 500,000 open positions. DisaboomJobs also provides information about employment related consulting and other services, directly related to our community, which the Company can provide to corporations who employ people living with a disability. For example, employers are eligible for 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 plans to further enhance the functionality of DisaboomJobs to include providing the capability for job-seekers to post their resumes via a resume builder, enhancing the capabilities of job seekers to search for job openings which may be a better fit given their unique needs, and continuing to increase content and “how to” information for users regarding their careers, employment and job search, and for employers on both Disaboom.com and DisaboomJobs.com.

Accessibility Reviews.   We anticipate re-introducingBusiness Changes and launching an Accessibility Review microsite. Accessibility ReviewsProduct Launches

        The Company has begun to respond aggressively to changing internet advertising industry conditions. While the growth of traditional static banner and display advertising has generally slowed due to pricing declines, advertising agency commitments and other factors, the growth of search related, landing page and microsite related, social network related, rich media, and other forms of online advertising are accelerating. During the quarter ended June 30, 2008 and subsequently, the Company begun to reduce its investment in media related expenditures in response to the changing market conditions, reduced the number of employees primarily dedicated to the sale and support of cost per mille (“CPM”) advertising, and launched new products which we believe will enhance the Company’s growth in future quarters.

        The Company’s media related expenditures were reduced by approximately 25% from the quarter ended June 30, 2008 versus the prior quarter, and were reduced approximately 50% from the month of May 2008 to the month of June 2008. The Company has already reduced its actual and planned media related expenditures for the quarter ending September 30, 2008, and anticipates its media related expenditures will be written$0 in the quarter ending December 31, 2008. In response to changing market conditions, as well as changes in the Company’s planned media related expenditures and sales focus, the Company reduced its workforce by approximately 20% in July 2008, which primarily included employees dedicated to the sale and support of traditional CPM advertising.

        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. Business owners and managers are able to display a searchable business listing that provides certain required contact details and optional information about their business, a photo/image, a link to their own website or landing page, and the opportunity to offer a discounted product, service or other incentive (e.g., coupon) to members of our community. National and Local Business Listings are grouped in a growing number of major categories and subcategories and searchable based on various criteria. Advertisers select the Disaboomsubcategory for their Listing, and have the option to purchase additional categories. Business listings were developed in response to user feedback from our community to enable members of our community to locate, in their desired local geographic market, numerous resources relevant to their day-to-day lives. It also enables registered users access to our Member’s Club where business owners have the opportunity to make discounted offers on products, services or other incentives available to our community. A key element

        Additionally, on July 7, 2008, the Company launched two text advertising packages linked to its Business Listing product offerings, and available on its main disability related website www.disaboom.com. Text advertising packages enable local and national business owners the opportunity to reach the widest audience of potential customers within our community. National and Local Packages each include a text advertisement containing the company logo, contact information, and a link back to their website, include a certain level of guaranteed advertising impressions depending upon whether a National or Local Package, and include a National or Local Business Listing. Text advertisements may be targeted by zip codes, in a specific section of the review, uniquewebsite, or be run of site. National and Local packages enable the Company to bundle its products, sell available CPM inventory in a non-traditional way, charge premium pricing for CPM advertising inventory versus current banner or display advertising market prices, and minimize CPM advertising support costs. Advertisers who are interested in or purchase National or Local Packages also represent a cost-effective database of leads for the potential upsell of sponsorship and CPM advertising opportunities.

        Finally, also on July 7, 2008, the Company launched a directory service for business owners and managers to build and upload a company 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 Company’s community, is the physical accessibility and accommodations within restaurants, hotels, resorts, cruises, airlines, rental cars, attractions, etc. foremployment of people living with a disability or functional limitation. ReviewsA Company Profile includes company contact information, a link to the company’s website or a specific landing page, a photo/image, access to the Company’s database of disability related equipmentresumes posted by members of our community, and equipment providers aresearchable disability-friendly or demographic-specific job postings the company may wish to advertise specifically to our community (in addition to all of its existing job openings). It also a part of this microsite. Reviews provide another way for community members to shareincludes optional 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 agreementslinks to content promoting or featuring specific employees, career growth for, and/or special benefits related to living with online partners, as well as manufacturers and/or distributors to provide the productsa disability and working for the online catalog. We willcompany, or any company initiatives for hiring veterans with disabilities. Company Profiles also enable advertisers to demonstrate their commitment to and enhance their compliance with various disability-related federal contract requirements. Company Profiles were developed in response to corporate feedback for employment-related advertising and recruitment opportunities, enhanced compliance, and access to the Company’s database of resumes.

        Business owners and managers who purchase Business Listings, Packages, and Company Profiles Advertiser must pay in full during the sign up process. The term for Listings and Company Profiles is 12 months. Advertisers may not terminate or cancel the purchase inventory, but rather will receiveof a percent of each sale fromListing or Company Profile at any time during 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.12 month term. Payments are non-refundable and non-cancellable.

Website Development Agreement with DATA, Inc.

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

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

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

        Agreement with Cowboy International, Inc.

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

        Website Advertising & Sponsorships

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

        Potential Market

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

        Prevalence of Disabilities and Associated Health Conditions Among Adults – United States, 1999⁽¹⁾

        In the United States, the number of persons reporting disabling conditions increased from 49 million during1991-1992 to 54 million during 1994-1995². During 1996, direct medical costs for persons with disabilities were$260 billion³.

        For this analysis, disability was defined as self-reported or proxy-reported difficulty with or reportingone or more of eight measures: 1) difficulty with one or more specified functional activities⁴; 2) difficultywith one or more activities of daily living (IADLS)*; 3) difficulty with one or more instrumental activities ofdaily living (IADLs); 4) reporting one or more selected impairments*; 5) use of assistive aids (e.g., wheelchair,crutches, cane or walker) for >6 months; 6) limitation in the ability to work around the house; 7) limitation in theability to work at a job or business (data for persons aged 16-67 years); and 8) receiving federal benefits on thebasis of an inability to work. A subset of persons with disability also reported the main cause of their disabilityfrom a list of 30 associated health conditions. This subset, defined before the survey was conducted, comprisedpersons reporting difficulty with ADLs IADLs, selected functional activities (excluding seeing, hearing, and havingtheir speech understood by others), or limitation in the ability to work around the house or at a job or business.National estimates were calculated using sample weights representing the inverse of the probability for selectionand complex adjustments for no response and subsampling⁴.

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

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.

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

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

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

        Editorial Note

        Disability affects more than one in five adults. Rates of disability are higher among older adults whoalso have higher rates of chronic diseases. However, most disability occurs during the working years, whichcontributes to the high cost estimates of disability. Arthritis or rheumatism, back or spine problems, and hearttrouble/hardening of the arteries continue to be the leading causes of disability. This report differs from asimilar 1994 report by focusing on adults only and using a broader definition of disability⁵.

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

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).

        The findings in this report are subject to at least five limitations. First, despite complex statisticaladjustment procedures used to address nonresponse over time, these procedures may not have completely eliminatedbias that resulted from nonresponse errors, especially in subgroup analyses. Second, this report excluded personsin institutions, in the military, and aged <18 years. Third, persons with multiple disabilities may attribute themain disability to the one most disabling at the time of the interview, which may result in inconsistent surveyresponses. Fourth, because of questionnaire design, the main associated health condition was determined for mostbut not all adults with disability; 2.9 million (6.4%) persons whose only disabilities were difficulty with vision,hearing, or speech, who had selected impairments, used assistive aids, or received federal disability benefits werenot asked about a main condition. Finally, the definition of disability used did not assess environmental andsocial barriers, discrimination as the result of disability, and effects on the workforce. These issues areaddressed in the International Classification of Functioning, Disability, and Health (ICIDH-2), a unified andstandard framework that describes the dimensions of disability⁶. ICIDH-2 complements the InternationalClassification of Diseases by organizing information around three dimensions: body level (body systems andstructure), person and society level (activities and participation), and the environment. Because of the dynamicquality of disability, a limitation in one dimension does not predict a limitation in another.

        These estimates demonstrate the large impact of disability in working age and older adults and the relativecontributions of associated health conditions, and provide information for public health policy makers and healthsystems. More detailed analyses relating the eight measures of disability and associated health conditions canassist disease-specific efforts in planning, health promotion and disease prevention, and surveillance ofdisability-related national health objectives⁷. With increasing life expectancy and the aging of the population,health issues related to disability are likely to increase in importance.

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

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.

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