As filed with the Securities and Exchange Commission on March 23, 2007

Registration Statement No. 333-_________

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

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


Colorado		20-5973352 7
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)


Time Warner Tower 10475 Park Meadows Drive, Suite 600 Lone Tree, CO 80124 (720) 279-2500		J.W. Roth, Chairman Time Warner Tower 10475 Park Meadows Drive, Suite 600 Lone Tree, CO 80124 (720) 279-2500
(Address and telephone number of principal executive offices and address of principal place of business)		(Name, address and telephone number of agent for service)

With a Copy to:

Theresa M. Mehringer, Esq.
Burns Figa & Will, P.C.
6400 S. Fiddlers Green Circle
Suite 1030
Englewood, Colorado 80110
(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.

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.

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

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered			Amount to be registered ⁽¹⁾			Proposed maximum offering price per share ⁽²⁾			Proposed maximum aggregate offering price ⁽²⁾			Amount of registration fee ⁽²⁾
Common Stock, $.0001 par value				5,796,000 Shares			$.50			$2,898,000			$89

(1)

In the event of a stock split, stock dividend or similar transaction involving our common stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a).

(2)

Proposed maximum offering price and registration fee pursuant to Rule 457(c) is based on the most recent sales prices of our common stock, as offered in our last private placement which closed on March 9, 2007.

(3)

All shares offered pursuant to this Registration Statement relate only to resales by Selling Shareholders.

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 MARCH 23, 2007
DISABOOM, INC.
5,796,000 SHARES OF COMMON STOCK

This prospectus relates to the resale by the selling stockholders of up to 5,796,000 shares of our common stock by some of our shareholders who purchased shares of our common stock in a private placement that we completed on March 9, 2007.

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 of common stock which they are offering. The selling shareholders will receive all of the proceeds from any sales of our common stock made pursuant to this prospectus, and we will receive nothing. However, we will pay the expenses of registering these shares.

Our common stock is not currently traded.

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

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is March 23, 2007.

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
Summary Information and Risk Factors				1

Use of Proceeds				10

Selling Security Holders				11

Plan of Distribution				14

Directors, Executive Officers, Promoters and Control Persons				16

Security Ownership of Beneficial Owners and Management				17

Description of Securities				19

Legal Matters				20

Experts				20

Certain Relationships and Transactions and Corporate Governance				21

Description of the Business				23

Plan of Operations				37

Description of Property				38

Market for Common Equity and Related Stockholder Matters				39

Executive Compensation				39

Available Information				40

Financial Statements				F-1

Part II - Information to Required in Prospectus				II-1

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 time line for the launch of the Company’s web site, the prospects for selling advertising on the web site, 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.

iii

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, including the “risk factors” section, the financial statements and the notes to the financial statements.

Disaboom, Inc.

Disaboom, Inc. (“we”, “us”, or the “Company”) incorporated under the laws of the State of Colorado on September 5, 2006. We are in the business of developing a comprehensive, interactive website for persons with disabilities, with the intent to operate the website after it launches. We acquired the domain name disaboom.com on October 6, 2006. On January 10, 2007 we entered into a Web Development Agreement with DATA, Inc. for the design of our site. We expect to launch our website by the end of 2007.

The Offering

Common stock offered by selling stockholders includes up to 5,796,000 shares of common stock.

•

The 5,796,000 common shares represent 21.4% of our outstanding common stock.

•

Use of proceeds. We will not receive any proceeds from the sale of the common stock.

The above information regarding common stock to be outstanding after the offering is based on 27,046,000 shares of common stock outstanding as of March 23, 2007.

Our principal offices are located at the Time Warner Tower, 10475 Park Meadows Drive, Suite 600, Lone Tree, CO 80124 and our telephone number is (720) 279-2500. We are a Colorado corporation.

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.

We have no revenues and no operating history. Our only significant asset is the business plan and web site currently under construction. Our ability to successfully generate revenues from our web site is dependent on a number of factors, including availability of funds to complete development efforts, to adequately test and refine the web site, and to commercialize our web site through advertising and strategic alliances. There can be no assurance that we will not encounter setbacks with our web site, or our available funds will be sufficient to complete the development and implementation of the web site. In addition, we must raise additional funding by the end of 2007 in order to move forward under our business plan. The inability to raise additional funds, either through equity or debt financing, will 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 revenues.

We expect to derive a significant portion of our revenues from advertising on the Disaboom.com website. We may not, however, be able to generate advertising revenues. There are no widely accepted standards that measure the effectiveness of web advertising. If no standards develop, existing advertisers may not continue their current level of web advertising, and advertisers 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 methods may be reluctant to adopt a new strategy. Our business would be adversely affected if the market for web advertising fails to develop or develops more slowly than expected.

Different pricing models are used to sell advertising on the web. It is difficult to predict which, if any, will emerge as the industry standard. This makes it difficult to project future advertising revenues. Moreover, “filter” software programs that limit or prevent 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.

We anticipate that we will complete the development of our website and hire additional personnel by August 2007. The payments for web site development and expansion of our operations 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 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 and our science team, particularly Dr. Glen House and J.W. Roth. Dr. House and Mr. Roth have each contributed significantly to the expertise of our team and the position of our business. The members of the management team are each an “at will” employee and will not be obligated to provide services to us for any specified time period. 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 expect to obtain key man life insurance for any members of management in the foreseeable future.

We will 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 a niche in the resource area for disabled Americans. We are not aware of any competitors commercially selling this resource; however, the market for healthcare information services is intensely competitive, rapidly evolving and subject to rapid technological change. As we continue to develop and introduce our new website, we will find the Internet and advertising business is highly competitive, and we may face increasing competition. We expect that many of our competitors will have greater financial and technical resources, more experience in research and development, and more established marketing and distribution capabilities than we have. These organizations may also be better known and have more customers. We may be unable to compete successfully against these organizations.

We expect that major software information systems companies and others specializing in the healthcare industry will offer competitive applications or services. Some of our large customers may also compete with us.

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

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

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publishers and distributors of traditional offline media, including those targeted to healthcare professionals, many of which have established or may establish web sites;

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

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

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

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web search and retrieval services and other high-traffic web sites.

We will 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 small 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.

Our business will suffer if commercial users and subscribers do not accept Internet solutions.

Our business model depends on the adoption of Internet solutions by commercial users and subscribers. Our business could suffer dramatically if Internet solutions are not accepted or not perceived to be effective. The Internet may not prove to be a viable commercial marketplace for a number of reasons, including:

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inadequate development of the necessary infrastructure for communication speed, access and server reliability;

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security and confidentiality concerns;

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lack of development of complementary products, such as high-speed modems and high-speed communication lines;

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implementation of competing technologies;

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delays in the development or adoption of new standards and protocols required to handle increased levels of Internet activity; and

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governmental regulation.

We expect Internet use to grow in number of users and volume of traffic. The Internet infrastructure may be unable to support the demands placed on it by this continued growth.

Performance or security problems with our web site could negatively impact our business.

Our success depends greatly on (i) successfully completing development of our web site and making it operational, and (ii) maintaining the site to minimize delays and systems problems. Our customer satisfaction and our business could be harmed if we or our customers experience system delays, failures or loss of data. The occurrence of a major catastrophic event or other system failure at any of our facilities could interrupt data processing or result in the loss of stored data. In addition, we will depend on the efficient operation of Internet connections from customers to our systems. 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 will retain confidential member and customer information in processing centers. 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 our 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 will 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 will depend on Internet service providers, online service providers and other web site operators for access to our web sites. 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, causing our revenues to decline.

The success of our business plan is entirely dependent on the number of page views and subsequently advertising revenue. Our marketing plan is measured by the number of page views or web site 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 on our site, who advertise based on web site traffic numbers. A material reduction in our web site hits will substantially affect our business plan, projected revenues and net income.

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

The majority of our total revenues will come from marketing services. Our ability to grow marketing services revenue depends upon:

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maintaining our user base;

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broadening our relationships with advertisers to small and medium size businesses;

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attracting advertisers to our user base;

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increasing demand for our advertising;

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deriving better demographic and other information from our users; and

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deriving continued acceptance of the web by advertisers as an advertising medium.

Search marketing agreements often have payments contingent upon usage or click-through levels. Accordingly, it is difficult to forecast marketing services revenues accurately. However, our expense levels are based in part on expectations of future revenues, including occasional guaranteed minimum payments to our affiliates in connection with search marketing, and are fixed over the short-term with respect to certain categories. Any reduction in spending by or loss of existing or potential future advertisers 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 due to general economic conditions could harm our ability to generate advertising revenue.

Expenditures by advertisers 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 spending due to general economic conditions could reduce our revenues or negatively impact our ability to grow our revenues.

If we are unable to license or 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 future success depends in part upon our ability to aggregate compelling content and deliver that content through our online properties. We license much of the content on our online properties, such as news items, stock quotes, weather reports, maps and audio and video content from third parties. We will provide audio and video content to our users, and we believe that users will increasingly demand high-quality audio and video 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. For example, our music and entertainment properties will rely on major sports organizations, radio and television stations, record labels, music publishers, cable networks, businesses, colleges and universities, film producers and distributors, and other organizations for a large portion of the content available on our properties. Our ability to maintain and build relationships with third-party content providers will be 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 the new devices. Also, to the extent that Disaboom.com develops content of its own, Disaboom.com’s current and potential third-party content providers may view our services as competitive with their own, and this may adversely affect their willingness to contract with us. We may be unable to enter into new, or preserve existing, relationships with the third parties whose content we seek to obtain. In addition, as competition for compelling content increases both domestically and internationally, our content providers may increase the prices at which they offer their content to us, and potential content providers may not offer their content on terms agreeable to us. An increase in the prices charged to us by third-party content providers could harm our operating results and financial condition. Further, many of our content licenses with third parties are non-exclusive. Accordingly, other webcasters and other media such as radio or television may be able to offer similar or identical content. This increases the importance of our ability to deliver compelling editorial content and personalization of this content for users in order to differentiate Disaboom.com from other businesses. If we are unable to license or acquire compelling content at reasonable prices, if other companies broadcast content that is similar to or the same as that provided by Disaboom.com, or if we do not develop compelling editorial content or personalization services, the number of users of our services may not grow as anticipated, or may decline, which could harm our operating results.

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

We create, own and maintain a wide array of intellectual property assets, including copyrights, trademarks, trade dress, trade secrets and rights to certain domain names, which we believe are among our most valuable assets. We seek to protect our intellectual property assets through copyright, trade secret, trademark and other laws of the United States and other countries of the world, 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 web site 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 are aware 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, failure or perceived failure to comply with our policies or applicable requirements related to the collection, use, sharing or security of personal information or other privacy-related matters could result in a loss of user confidence in us and ultimately in a loss of users, partners or advertisers, which could adversely affect our business.

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

RISKS RELATED TO OUR SECURITIES

We 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.

We will need to raise capital to execute our business plan. If capital requirements vary materially from those currently planned, we may require additional capital sooner than expected. There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to us, if at all. Any sale of a substantial number of additional shares may cause dilution to your investment and could also cause the market price of our common stock to decline.

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

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

Our stock price will likely be extremely volatile.

The trading price of our common stock will likely be subject to wide fluctuations in response to our business development. In addition, stock markets have experienced extreme price volatility in recent years. This volatility has had a substantial effect on the market prices of companies, at times for reasons unrelated to their operating performance. Such broad market fluctuations may adversely affect the price of our common stock.

We currently have no trading market and, if we do trade, there is limited liquidity on the OTC Bulletin Board which may impact your ability to sell your shares.

We currently have no trading market. We plan to apply for listing of our shares on the NASD — OTC Bulletin Board. However, merely because a security is listed on the OTC Bulletin Board does not guarantee that there will be any 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 there are low trading volumes in our common stock, 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 will limit the market for our common stock and increase the cost of sale because of additional broker compensation.

Because our stock is not traded on a stock market, if the market price of the common stock is less than $5 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 OTC Bulletin Board.

OTC Bulletin Board securities are 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 OTC Bulletin Board, it is not as comprehensive as the regulation of the listed exchange. If our shares are listed on the OTC Bulletin Board and 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 of common stock in this offering. 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 table below sets forth information concerning the resale of the shares of common stock by the selling stockholders. We will not receive any proceeds from the resale of the common stock by the selling stockholders.

The following table also sets forth the name of each person who is offering the resale of shares of common stock by this prospectus, the number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in this offering and the number of shares of common stock each person will own after the offering, assuming they sell all of the shares offered.

	A		B		C		D
NAME	OUTSTANDING SHARES OWNED(1)		SHARES OFFERED HEREBY (1) (2)		SHARES OWNED AFTER OFFERING (2)		PERCENTAGE OF COMMON STOCK OWNED AFTER THE OFFERING
Kevin M. Cox IRA		150,000		150,000		0		0	%

Jason E. Kraft & Cheri L. Kraft		20,000		20,000		0		0	%

	A		B		C		D
NAME	OUTSTANDING SHARES OWNED(1)		SHARES OFFERED HEREBY (1) (2)		SHARES OWNED AFTER OFFERING (2)		PERCENTAGE OF COMMON STOCK OWNED AFTER THE OFFERING
Dan Johnstone & Sherry Johnstone		100,000		100,000		0		0	%

Paul J. Schmitz & Gretchen D. Schmitz		50,000		50,000		0		0	%

Richard B. Huttner		50,000		50,000		0		0	%

Christine L. Gulley		50,000		50,000		0		0	%

Thomas R. Zimmerman		30,000		30,000		0		0	%

James B. House, Jr. or Nancy H. House		30,000		30,000		0		0	%

Steven S. Perry		100,000		100,000		0		0	%

James A. Mather or Linda L. Mather		200,000		200,000		0		0	%

Nanine A. Odell TTEE Nanine
A. Odell Trust DTD 8/18/05(3)		100,000		100,000		0		0	%

Victor Lazzaro, Jr. TTEE Victor Lazzaro, Jr. Trust DTD 10/3/05 (3)		140,000		140,000		0		0	%

Theresa M. Mehringer		50,000		50,000		0		0	%

Oren Inbar		20,000		20,000		0		0	%

David S. Petso (3)		520,000		520,000		0		0	%

Donald K. Stritzke		520,000		520,000		0		0	%

Pamela A. Schaefer		200,000		200,000		0		0	%

Janet H. White		10,000		10,000		0		0	%

Judith A. Shine		20,000		20,000		0		0	%

William J. White		50,000		50,000		0		0	%

Paul R. Marrs or Linda M. Marrs		50,000		50,000		0		0	%

Jay W. Roth (3)		7,600,000		100,000		7,500,000		28	%

Jaime Andres Nicacio		30,000		30,000		0		0	%

David Horak		500,000		500,000		0		0	%

Matthew & Kimberly Sysum		100,000		100,000		0		0	%

James R. Belk		50,000		50,000		0		0	%

	A		B		C		D
NAME	OUTSTANDING SHARES OWNED(1)		SHARES OFFERED HEREBY (1) (2)		SHARES OWNED AFTER OFFERING (2)		PERCENTAGE OF COMMON STOCK OWNED AFTER THE OFFERING

Federal National Finance Corp. Profit Plan & Trust, FBO Larry Carnahan		64,000		64,000		0		0	%

FNFC Profit Plan & Trust FBO Jay Belk (3)		1,786,000		86,000		1,700,000		6	%

Andrew S. Prince & Rochelle R. Prince Joint Tenants with rights of survivorship		50,000		50,000		0		0	%

Gordon Neill		50,000		50,000		0		0	%

Sally J. Johnson		20,000		20,000		0		0	%

Douglas A. Dennis Debra L. Dennis		20,000		20,000		0		0	%

Mark A. Hogan		10,000		10,000		0		0	%

Clint J. Roth		100,000		100,000		0		0	%

Mark Kendall		20,000		20,000		0		0	%

Harold G. Goble		10,000		10,000		0		0	%

Eric D. Sipf		100,000		100,000		0		0	%

Andrew M. Lieber		50,000		50,000		0		0	%

Michael J. Norton		50,000		50,000		0		0	%

Scott Chandler		100,000		100,000		0		0	%

The Robert Matousek 2005 Trust u/d/t June 20, 2005		100,000		100,000		0		0	%

Douglas I. Hepler		50,000		50,000		0		0	%

Robert J. Hopp		50,000		50,000		0		0	%

Ladd & Susan Squires		60,000		60,000		0		0	%

Jeffrey P. Belk		50,000		50,000		0		0	%

Kevin M. Cox		50,000		50,000		0		0	%

James Bryan Williams		100,000		100,000		0		0	%

Jack & Shelly Templin		40,000		40,000		0		0	%

Gary Benham & Judith M.Benham		40,000		40,000		0		0	%

Howard J. Lieber (3)		130,000		30,000		100,000		0.3	%

Aaron Elkin		50,000		50,000		0		0	%

Warren G. Buettner		20,000		20,000		0		0	%

Gary A Morse & Barbara S. Morse		20,000		20,000		0		0	%

	A		B		C		D
NAME	OUTSTANDING SHARES OWNED(1)		SHARES OFFERED HEREBY (1) (2)		SHARES OWNED AFTER OFFERING (2)		PERCENTAGE OF COMMON STOCK OWNED AFTER THE OFFERING
Thomas A. Wilson		40,000		40,000		0		0	%

Rephael Inbar		50,000		50,000		0		0	%

Margaret M. Manatt		50,000		50,000		0		0	%

Robert L. Hier		50,000		50,000		0		0	%

UBS Financial Services Inc. as IRA Custodian for Robert Zabaronick		50,000		50,000		0		0	%

Timpas Creek Finance, LLC		80,000		80,000		0		0	%

Daniel Arthur Smith & Sharon Kay Smith		6,000		6,000		0		0	%

Richard W. Lanning		15,000		15,000		0		0	%

Marcy Lanning		15,000		15,000		0		0	%

Pio Guerrero		10,000		10,000		0		0	%

Nora Kathleen Shannon-Yano		100,000		100,000		0		0	%

George L. Learned & Edrea J Learned		10,000		10,000		0		0	%

Don Hartmann		10,000		10,000		0		0	%

Michael Wilkerson		100,000		100,000		0		0	%

Patricia W. Conger Living Trust		50,000		50,000		0		0	%

Robert L. Conger Living Trust		50,000		50,000		0		0	%

Carolyn F. Overgaard (3)		900,000		100,000		800,000		3	%

Steve Asakowicz, Janelle Asakowicz		20,000		20,000		0		0	%

Gary Smookler & Peggy Smookler		30,000		30,000		0		0	%

Richard S. & Cynthia D. Simms		30,000		30,000		0		0	%

James and Julie Downey		50,000		50,000		0		0	%

Stephen S. Anderson		50,000		50,000		0		0	%

Mathew G. Sysum Kimberly A Sysum		200,000		200,000		0		0	%

TOTAL		15,896,000		5,796,000		10,100,000		—

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

(1)

The actual number of shares of common stock offered in this prospectus, and included in the registration statement of which this prospectus is a part, includes such additional number of shares of common stock as may be issued or issuable by reason of any stock split, stock dividend or similar transaction involving the common stock, in accordance with Rule 416 under the Securities Act of 1933.

(2)

Assumes that all securities registered will be sold.

(3)

Victor Lazzaro, Jr. is a director of the Company. Nanine A. Odell is the wife of Victor Lazzaro, Jr. J.W. Roth is our chief executive officer and serves as a director of the Company. Jay D. Belk is our chief financial officer, secretary and treasurer and also serves as a director of the Company. Effective May 1, 2007, Howard Lieber will serve as our Vice President of Sales. Carolyn Overgaard is the wife of R. Jerry Overgaard, a director of the Company. David Petso is a director of the Company.

PLAN OF DISTRIBUTION

Each selling stockholder of our common stock 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 stockholder may use any one or more of the following methods when selling shares:

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; o block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

settlement of short sales entered into after the date of this prospectus;

•

broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

•

a combination of any such methods of sale;

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or

•

any other method permitted pursuant to applicable law.

The selling stockholders 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 stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Each selling stockholder 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 stockholders 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 stockholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.

The resale 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 resale 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 resale 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 stockholders 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 Stockholders or any other person.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

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

The following table sets forth names and ages of all executive officers and directors of the Company:

Name	Age	Position
J.W. Roth Dr. J. Glen House Jay D. Belk Victor Lazzaro, Jr. David Petso R. Jerry Overgaard Howard Lieber	43 37 43 61 45 66 48	Chief Executive Officer, Director and Chairman of the Board Director, Chief Medical Officer and President Director, Chief Financial Officer, Secretary and Treasurer Director Director Director Vice President of Sales

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

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

Jay D. Belk was appointed to serve on our Board of Directors in November 2006. Mr. Belk currently serves as our Chief Financial Officer, Treasurer and Corporate Secretary. Since 1987 Mr. Belk has served as President of Federal National Finance Corporation, an exclusive correspondent or approved lender for many life insurance companies, banks, thrifts, conduits, pension funds, and private lenders. Mr. Belk also serves as a Managing Member of Federal Builders, LLC.

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

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

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

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The number of shares outstanding of the Company’s common stock at March 23, 2007 was 27,046,000. The following table sets forth the beneficial ownership of the Company’s Common Stock as of March 23, 2007 by each Director and each Executive Officer of the Company, by all Directors and Executive Officers as a group, and sets forth the number of shares of Common Stock owned by each person who owned of record, or was known to own beneficially, more than 5% of the outstanding shares of Common Stock.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Common Stock
J.W. Roth 15975 Winding Trail Road Colorado Springs, CO 80908 J. Glen House 15575 Winding Trail Road Colorado Springs, CO 80908 Victor Lazzaro, Jr.(1) 340 Glencoe Street Denver, CO 80220 R. Jerry Overgaard (2) 8393 South Peninsula Drive Littleton, CO 80120 Jay D. Belk (3) 2741 Hawk Point Court Castle Rock, CO 80104 David Petso (4) 2797 North Cliffview Boise, ID 83702 Howard Lieber (5) 9067 Goosander Way Highlands Ranch, CO 80126 All Directors and Executives as a Group	7,600,000 11,250,000 240,000 900,000 1,786,000 520,000 130,000 22,426,000	28% 41% 0.8% 3% 7% 2% 0.5% 83%

(1)

Includes 100,00 shares purchased by Nanine A. Odell, Mr. Lazzaro’s wife. Does not include options to purchase 100,000 shares of common stock at $0.50 granted on March 9, 2007. The Stock Option Agreement provides that 34,000 shares shall vest on December 31, 2007 and an additional 33,000 share shall vest on December 31 for the following two years, provided that Mr. Lazzaro is serving in his current capacity as a director on the vesting date. The 140,000 shares of common stock were purchased in the private placement completed on March 9, 2007, and are held in the Victor Lazzaro, Jr. Trust DTD 10/3/05.

(2)

Includes 100,000 shares purchased by Carolyn Overgaard on February 17, 2007. Does not include options to purchase 50,000 shares of common stock at $0.50 per share granted on March 9, 2007. The Stock Option Agreement provides that 16,000 shares shall vest on December 31, 2007 and an additional 17,000 share shall vest on December 31 for the following two years, provided Mr. Overgaard is serving as a member of our Board of Directors on the vesting date.

(3)

Includes 800,000 shares purchased by Federal National Finance Corporation Profit Plan & Trust on November 13, 2006 for the benefit of Mr. Belk. Also includes 86,000 shares purchased by Federal National Finance Corporation Profit Plan & Trust on March 9, 2007 for the benefit of Mr. Belk.

(4)

Includes 520,000 shares purchased on February 15, 2007. Does not include options to purchase 150,000 shares of common stock at $0.50 per share granted on March 9, 2007. The Stock Option Agreement provides that 50,000 shares shall vest on December 31, 2007 and an additional 50,000 share shall vest on December 31 for the following two years, provided however, Mr. Petso must be serving in his current capacity as a member of our Board of Directors on the vesting date.

(5)

Includes 30,000 shares purchased on February 19, 2007. Also includes options to purchase 100,000 shares of common stock to be granted effective May 1, 2007, and vesting immediately. Does not include options to purchase 400,000 shares of common stock to be granted effective May 1, 2007, but vesting on June 1, 2008 and thereafter, provided Mr. Lieber meets certain performance goals and is serving as an employee of Disaboom.

DESCRIPTION OF SECURITIES

Capital Stock

The authorized capital of the Company consists of 60,000,000 shares, of which 10,000,000 shares are preferred stock, par value of $.0001 per share (“Preferred Stock”), and 50,000,000 shares are common stock, par value of $.0001 per share (“Common Stock”). We currently have 27,046,000 shares of common stock outstanding, and no shares of preferred stock 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.

LEGAL MATTERS

Legal matters in connection with the shares of common stock being offered for resale hereby have been passed on for the Company by the law firm of Burns, Figa & Will, P.C., Greenwood Village, Colorado.

EXPERTS

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.

CHANGES IN ACCOUNTANTS

There has been no change in our auditors during the past two fiscal years.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITY

Our Articles of Incorporation provide that the Company shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Company or, while serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Company also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

CERTAIN RELATIONSHIPS AND TRANSACTIONS AND CORPORATE GOVERNANCE

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

J.W. Roth, an officer and director of the Company advanced approximately $58,000 to the Company to help us fund our start up costs. Mr. Roth converted $50,000 in our private placement which closed March 9, 2007 into 100,000 shares of our common stock.

Audit Committee: The Company has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. All of the Company’s independent directors serve on the audit committee, which consists of: Mr. Lazzaro, Mr. Overgaard and Mr. Petso. Mr. Petso has been designated as the chairman and financial expert on the audit committee. The Company defines “independent” as that term is defined in Rule 4200(a)(15) of the Nasdaq listing standards.

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

Compensation Committee: All of the Company’s independent directors serve on the compensation committee, which consists of: Mr. Lazzaro, Mr. Overgaard and Mr. Petso. Duties of the compensation committee include reviewing and making recommendations regarding compensation of executive officers. The board of directors adopted our Compensation Committee charter on March 9, 2007.

Nominating Committee: All of the Company’s independent directors serve on the nominating committee, which consists of: Mr. Lazzaro, Mr. Overgaard and Mr. Petso. Duties of the Nominating Committee (“Nominating Committee”) include oversight of the process by which individuals may be nominated to our board of directors. Our Nominating Committee’s charter was adopted by the board of directors on March 9, 2007.

The functions performed by the Nominating Committee include identifying potential directors and making recommendations as to the size, functions and composition of the Board and its committees. In making nominations, our Nominating Committee is required to submit candidates who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other Nominees to the board, in collectively serving the long-term interests of the shareholders.

The Nominating Committee considers nominees proposed by our shareholders. To recommend a prospective nominee for the Nominating Committee’s consideration, you may submit the candidate’s name by delivering notice in writing to Disaboom, Inc. c/o Nominating Committee Chair, via first class U.S. mail, at Disaboom, Inc., Time Warner Tower, 10475 Park Meadows Drive, Suite 600, Lone Tree CO 80124.

A shareholder nomination submitted to the nomination committee must include at least the following information (and can include such other information the person submitting the recommendation desires to include), and must be submitted to the Company by the date mentioned in the most recent proxy statement under the heading “Proposal From Shareholders” as such date may be amended in cases where the annual meeting has been changed as contemplated in SEC Rule 14a-8(e), Question 5:

The name, address, telephone number, fax number and e-mail address of the person submitting the recommendation; The number of shares and description of the Company voting securities held by the person submitting the nomination and whether such person is holding the shares through a brokerage account (and if so, the name of the broker-dealer) or directly; The name, address, telephone number, fax number and e-mail address of the person being recommended to the nominating committee to stand for election at the next annual meeting (the “proposed nominee”) together with information regarding such person’s education (including degrees obtained and dates), business experience during the past ten years, professional affiliations during the past ten years, and other relevant information. Information regarding any family relationships of the proposed nominee as required by Item 401(d) of SEC Regulation S-K. (v) Information whether the proposed nominee or the person submitting the recommendation has (within the ten years prior to the recommendation) been involved in legal proceedings of the type described in Item 401(f) of SEC Regulation S-K (and if so, provide the information regarding those legal proceedings required by Item 401(f) of Regulation S-K). Information regarding the share ownership of the proposed nominee required by Item 403 of Regulation S-K. Information regarding certain relationships and related party transactions of the proposed nominee as required by Item 404 of Regulation S-K. The signed consent of the proposed nominee in which he or she consents to being nominated as a director of the Company if selected by the nominating committee, states his or her willingness to serve as a director if elected for compensation not greater than that described in the most recent proxy statement; states whether the proposed nominee is “independent” as defined by Nasdaq Marketplace Rule 4200(a)(15); and attests to the accuracy of the information submitted pursuant to this paragraph.

Although the information may be submitted by fax, e-mail, mail, or courier, the nominating committee must receive the proposed nominee’s signed consent, in original form, within ten days of making the nomination.

When the information required above has been received, the nominating committee will evaluate the proposed nominee based on the criteria described below, with the principal criteria being the needs of the Company and the qualifications of such proposed nominee to fulfill those needs.

The process for evaluating a director nominee is the same whether a nominee is recommended by a shareholder or by an existing officer or director. The Nominating Committee will:

Establish criteria for selection of potential directors, taking into consideration the following attributes which are desirable for a member of our Board of Directors: leadership; independence; interpersonal skills; financial acumen; business experiences; industry knowledge; and diversity of viewpoints. The Nominating Committee will periodically assess the criteria to ensure it is consistent with best practices and the goals of the Company. Identify individuals who satisfy the criteria for selection to the Board and, after consultation with the Chairman of the Board, make recommendations to the Board on new candidates for Board membership. Receive and evaluate nominations for Board membership which are recommended by existing directors, corporate officers, or shareholders in accordance with policies set by the Nominating Committee and applicable laws.

The Company has not engaged the services of or paid a fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominees.

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

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 a comprehensive, interactive website for persons with disabilities, with the intent to operate the website after it launches. We acquired the domain name disaboom.com on October 6, 2006. On January 10, 2007 we entered into a Web Development Agreement with DATA, Inc. for the design of our website. We expect to launch our website by August 2007.

We believe Disaboom will offer a new solution to the difficulties faced by an untapped market – the more than 44 million American adults living with disabilities. Americans who have suffered from stroke, spinal cord injuries, multiple sclerosis, brain injuries, spina bifida, cerebral palsy, arthritis, knee replacements, hip replacement, and back surgery have unique needs. Our website is being designed with the input of doctors and is intended to serve as a comprehensive resource to meet the unique needs of the disabled community.

We believe that when our website launches in August of 2007, it will transform the way disabled Americans live their lives. Our website is intended to include in one place nearly every resource disabled persons want or need, and is designed to be an interactive and continuously updated online community for disabled persons. The website’s content will include information and features ranging from medical information to buying products, from taking a vacation to meeting others online, and from selling stocks to checking the weather.

We intend to promote the trademarked name of our web site, Disaboom.com, by implementing a national advertising and direct marketing campaign intended to encourage people to visit the site. We believe that with the present absence of a comprehensive, community-oriented website specifically for people living with these disabilities, this untapped target audience will welcome the new site and make it successful.

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 Americans living with disabilities have a need and desire for a comprehensive resource aimed at their wants and needs, but their caregivers and families can also utilize such a comprehensive resource. One in every four Americans is either related to, or serves as a caregiver of, a person with a disability. We believe that we will be the first online company dedicated to meeting this market’s specific needs with customized expertise.

Although we intend to expand our website and eventually serve persons with a larger range of disabilities, our initial plan targets disabled Americans in six different categories: stroke, spinal cord injuries, multiple sclerosis, brain injuries, pediatrics (spina bifida and cerebral palsy), and orthopaedics (arthritis, hip replacements, knee replacements, and back surgery). This target market’s basic needs range from occupational therapy to special shower chairs, to catheter comparisons, to understanding medical journals through physician interpretations. We believe this group’s needs go beyond medical services and products.

Disabled people often become housebound not just because of their physical limitations, but because they feel unable to control themselves or navigate their own environment. They may give up on dating or making friends simply because they do not know where to meet people who will understand them. At times disabled persons do not continue their educations or embark on careers because of transportation difficulties. Many never get the chance to experience a vacation because they are worried that once they arrive at a destination their special needs will not be accommodated. Without the comfort of understanding friends and an empathetic community, many disabled Americans are depressed and have a lower quality of life. Caregivers and family members often do not know where to go for help or support.

We believe our target market constantly faces unanswered questions, and a comprehensive resource that provides them relevant and helpful resources and answers will help improve their lives.

Currently, our target audience can visit websites such as healthcommunities.com, webmd.com and other health-oriented sites for educational purposes. Additionally, sites such as dating4disabled.com, myspace.com and eharmony.com are among the currently available sites designed for people to meet on-line. While websites such as these may compete with the different components of our website, we believe that none serve as a comprehensive, specifically-targeted, resource for a ranging variety of topics and issues effecting a disabled person’s life.

Our website is intended to encompass all the components currently found by visiting multiple sites and combine them in a single site. We believe that not only will our site provide a single source of information, but unlike currently available web sites, it will tailor each component to the specific needs of the disabled community.

We were formed because our founders realized a need for a web-based community and centralized resource center specifically for persons living with disabilities. Our website is intended to be the Internet home page for the millions of Americans living with disabilities, their caregivers, and families. Through the online community created by the website, we will offer topic forums, blogs, and other disability related resources including educational content, travel and entertainment reviews, news, events and products.

Website Development Agreement with DATA, Inc.

On January 10, 2007 we entered an Acceptance Agreement for Website Development (the “Agreement”) with DATA, Inc. (“DATA”). Under the Agreement DATA, Inc. has agreed to design and build a fully operational interactive website for the Company in exchange for a cash payments totaling $280,000 to be paid by the Company in semi-monthly installments through July 18, 2007. 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.

DATA created a site map laying out the structure of the website to accommodate all of our current website features. DATA is not only designing the look and feel of the website and our corporate brand, but is also building the underlying infrastructure of the site itself to support the site’s features and allow easy navigation throughout the pages of the site. DATA will input content to the site from our content providers and other licensed or purchased sources.

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 may terminate the Agreement at any time, whether or not DATA is in default. DATA is entitled to payment through the termination date, subject to the terms of the Agreement. DATA may terminate the Agreement for nonpayment by us with 30 days written notice. If either party terminates, DATA is required to turn over all work product to us whether or not complete.

Website Content

Initially, our website’s resource content will focus on six different categories of disabilities caused by:

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Stroke

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Brain injuries

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Spinal cord injuries

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Multiple sclerosis

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Pediatrics (spina bifida and cerebral palsy)

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Orthopedics (arthritis, hip replacements, knee replacements, and back pain).

Stroke

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.

Brain Injuries

Each year, 1.5 million people in the United States. sustain traumatic brain injuries. 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.

Spinal Cord Injuries

Nearly 11,000 individuals in the United States sustain a spinal cord injury each year, and more than 190,000 Americans currently live with paralysis caused by spinal cord injuries. Unfortunately, paralysis is not always the major concern for people who have sustained spinal cord injuries. They often experience higher levels of bladder dysfunction, breathing impairments, respiratory infections, pressure sores, ulcers, and irregular blood pressure, among other things.

Multiple Sclerosis

An estimated 10,400 people are annually diagnosed with multiple sclerosis, 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.

Pediatrics

Pediatric patients include those suffering from cerebral palsy and spina bifida. An estimated 764,000 children and adults in the United States have at least one symptom of Cerebral Palsy. About 8,000 babies and infants are diagnosed with this condition each year. Cerebral Palsy patients often live with seizures and mental retardation. They also have problems with movement, posture, limping, jaw control, chewing, sucking, and swallowing. Around 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.

Orthopedics

Orthopedic patients are those who suffer musculoskeletal impairments such as arthritis, back pain, hip replacements, knee replacements and back surgery. One in seven Americans has a musculoskeletal impairment, with arthritis being 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; they often complain that their bodies ache.

Other Types of Content

We have entered into independent contractor agreements with individuals (the “Content Providers”) in several specialties to provide medical journal reviews and summaries as well as other written materials to be used by the Company as static content on the website.

The education section of the resources will feature not only explanations of various disabling conditions, but also expert advice, research explained, and a glossary of disability related medical terms. The Content Providers will write the content for condition explanations. We plan to enter agreements with specialists to respond to selected questions submitted by users of our site (“Disaboomers”) for expert advice. The selected questions and answer will be available to the public. The Content Providers will also be involved in providing summaries in lay terms of recent medical journal articles for the research explained subsection. We intend to enter a licensing agreement for the glossary content. We also intend to enter a licensing agreement for medication description information.

The news section of the website will feature current health related news articles. The articles will be purchased from various news feeds on an as needed basis. The articles will be sorted by topic and searchable by keyword on our website. Past articles will be archived and searchable. We also plan to provide direct access to news, weather, stock information, horoscopes, and fantasy games through real simple syndication (“RSS”) or other licensing agreements.

A key aspect of our website is the community social networking feature. Visitors to the website will be able to join the community by registering with the site and becoming a Disaboomer. Disaboomers will be able to post comments or questions in forums, set up their own personal page, view personal pages of and meet other Disaboomers, create their own blog, submit questions for expert advice, post classified ads, post disability related event announcements, and write reviews specifically for people living with disabilities, such as the accessibility of a restaurant or travel experiences. Selected Disaboomer blogs will be chosen as feature blogs and made available to the general public for viewing. Disaboomers will create a loyal consumer base which will attract advertisers desiring to target the disabled community sector of the market.

Website Advertising

We expect our largest source of revenue to be from website advertisement sales. We will contract advertising agencies to sell advertisements. We hired a Vice President of Sales whose employment commences May 1, 2007, to manage agency and advertiser relationships. Revenues will be generated from a flat monthly rate charged to advertisers. The advertising rates will vary depending on the page, placement, and size of the advertisement on the website. Premium fees will be charged for home page and section sponsorships while a lesser fee will apply to run of schedule advertisements which continuously rotate throughout the website’s pages. We anticipate that manufacturers of disability-specific pharmaceuticals, products, and services will make up a large percentage of advertisement sales. However, we plan to promote our advertising to a broad base of industries including to companies in the fitness and travel and tourism industries.

Classified Ads and eCommerce Site

Our website will feature a classified advertisement section where Disaboomers can sell disability related products to the public from shower aids to wheel chair accessible vans. The products sold through the classifieds section of the website will be sold directly to the consumer from the Disaboomer without our involvement. At shop.disaboom.com we will offer an online catalog for new disability related products which can be purchased directly through our e-commerce portion of the website. We expect to enter revenue sharing agreements with manufacturers and/or distributors (the “Suppliers”) to provide the content or products for the online catalog. These agreements will provide an additional source of revenue for us. We will not purchase inventory, but rather will receive a percent of each sale and will drop ship the products from the Supplier to the purchaser. The e-commerce site will be a secured site and we plan to use a third party credit card verification service to verify all credit card transactions.

We plan to offer a resource for visitors to search for a physician or facility with a particular specialty in a specific geographic region. Doctors may request to be listed in the searchable directory. Doctors will also have the option to post their own web page within the searchable directory which can be used to provide more detailed information about their practice and credentials.

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 during 1991-1992 to 54 million during 1994-1995 ₍₂₎ . During 1996, direct medical costs for persons with disabilities were $260 billion ⁽³⁾ .

For this analysis, disability was defined as self-reported or proxy-reported difficulty with or reporting one or more of eight measures: 1) difficulty with one or more specified functional activities ⁽⁴⁾ ; 2) difficulty with one or more activities of daily living (IADLS)*; 3) difficulty with one or more instrumental activities of daily 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 the ability to work at a job or business (data for persons aged 16-67 years); and 8) receiving federal benefits on the basis of an inability to work. A subset of persons with disability also reported the main cause of their disability from a list of 30 associated health conditions. This subset, defined before the survey was conducted, comprised persons reporting difficulty with ADLs IADLs, selected functional activities (excluding seeing, hearing, and having their 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 selection and complex adjustments for no response and subsampling ⁽⁴⁾ .

⁽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 at http://dsc.ucsf.edu/UCSF/pub. Accessed February 2001; McNeil JM. Americans with disabilities, 1994 — 95. Washington, DC: US Department of Commerce, Economics and Statistics Administration, Bureau of the Census, 1997. (Current population reports; series P70, no. 61); McNeil JM. Americans with disabilities: 1991 — 92. Washington, DC: US Department of Commerce, Economics and Statistics Administration, Bureau of the Census, 1993. (Current population reports; series P70, no. 33).

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

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

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

In 1999, 44 million (22%) adults reported having a disability (see Table 1 below). The prevalence rate of disability was 24% among women and 20% among men. Approximately 32 million adults had difficulty with one or more functional activities such as climbing a flight of stairs (19.4 million), walking three city blocks (19 million), or lifting/carrying 10 lbs (14.2 million); approximately 16.7 million adults had a limitation in the ability to work around the house; 11 million had either selected impairments or difficulty with IADLs. Two million adults used a wheelchair, 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 all functional activities, ADLs and IADLs.

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

Editorial Note

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

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

The findings in this report are subject to at least five limitations. First, despite complex statistical adjustment procedures used to address nonresponse over time, these procedures may not have completely eliminated bias that resulted from nonresponse errors, especially in subgroup analyses. Second, this report excluded persons in institutions, in the military, and aged <18 years. Third, persons with multiple disabilities may attribute the main disability to the one most disabling at the time of the interview, which may result in inconsistent survey responses. Fourth, because of questionnaire design, the main associated health condition was determined for most but 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 were not asked about a main condition. Finally, the definition of disability used did not assess environmental and social barriers, discrimination as the result of disability, and effects on the workforce. These issues are addressed in the International Classification of Functioning, Disability, and Health (ICIDH-2), a unified and standard framework that describes the dimensions of disability ⁽⁶⁾ . ICIDH-2 complements the International Classification of Diseases by organizing information around three dimensions: body level (body systems and structure), person and society level (activities and participation), and the environment. Because of the dynamic quality of disability, a limitation 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 relative contributions of associated health conditions, and provide information for public health policy makers and health systems. More detailed analyses relating the eight measures of disability and associated health conditions can assist disease-specific efforts in planning, health promotion and disease prevention, and surveillance of disability-related national health objectives ⁽⁷⁾ . With increasing life expectancy and the aging of the population, health issues related to disability are likely to increase in importance.

⁽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.

Patents and trademarks

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

We are applying for federal registration with the U.S. Patent and Trademark Office of several trade or service marks on an intent to use basis in order to develop a trademark portfolio and protect the Company’s brand. An application for registration of the word mark DISABOOM was filed on October 20, 2006. We expect to make the following filings during the month of April 2007: (i) an application for registration of the word mark DISABOOMER; (ii) an application for a word plus design mark for the Company’s logo; and (iii) An application for the word mark DISABOOM.COM.

As previously discussed in the description of the business, we plan to enter several licensing and syndication agreements to obtain content for our website. While we have entered agreements with our Content Providers for us to own all rights, including copyrights, in the original content written by our Content Providers, we believe we will need to license certain content from third party sources such as terms for our medical glossary, physician lists for our online directory, images, etc. We also plan to enter licensing or syndication agreements with third parties to provide news feeds, weather information, stock information and horoscopes.

Effect of existing or probable government regulations on the business.

— FTC and FDA regulation of drug and medical devise advertising and promotion

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

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

— Drug Advertising.

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

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

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

— FTC regulation of general internet advertising and marketing

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

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

— Medical Professional Regulation

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

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

— Anti-kickback Laws

Federal Anti-kickback laws prohibits receiving referral fees or other types of payments for referring individuals to another who’s services or products may be paid for in whole or in part by a federal healthcare program such as Medicare or Medicaid. We believe we are incompliance with these laws because our searchable specialist directory does not constitute a referral we receive no fees for listing physicians in the directory or for patients visiting doctors found on the directory. Furthermore we believe those physicians who pay us a fee to have a personal webpage within the searchable directory are essentially paying for an advertisement and not a referral fee.

— Consumer Protection Regulation

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

— COPPA

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

— CAN-SPAM

The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM”) regulates commercial emails and provides recipients the right to request the sender to stop sending messages. CAN-SPAM establishes penalties for sending commercial email which are intended to deceive the recipient as to source or content. At this time, we are not sending commercial emails to Disaboomers or other users of our site, but may in the future in which case CAN-SPAM requirements would apply. Many states have also enacted anti-spam laws. The CAN-SPAM Act preempts many of these statutes.

Number of total employees and number of full time employees

We currently four have part-time employees holding the positions of Chief Executive Officer, President/Chief Medical Officer, Chief Financial Officer/Secretary/Treasurer and Managing Content Editor. We expect to hire a Vice President of Sales commencing May 1, 2007, and additional employees as needed. As of March 23, 2007 the Company had no full time employees.

PLAN OF OPERATION

As stated previously, our primary activity is the business of developing a comprehensive, interactive website for persons with disabilities, with the intent to operate the website after it launches. We expect to launch the site by August, 2007. Our immediate focus, which will continue for the next twelve months, is: (i) developing the website: (ii) negotiating and entering into advertising agreements, thereby generating revenue; and (iii) increasing awareness of our site by making presentations and furthering our contacts in the disabled community. Although developing our site must be the immediate focus, putting in place advertising agreements and creating a large market presence of our site will further our plans and feed off each other. The greater the awareness of our site in the marketplace, the greater the number of page views our site will experience. The more page views our website experiences, the greater the revenues under the standard terms of our web advertising agreements.

Our financial statements for the period from inception (September 5, 2006) through December 31, 2006 reflect minimal business activities. We incorporated in September 2006, and during the last four months of 2006 we worked on the concept of our website. In January 2007 we entered into the Web Site Development Agreement with DATA, Inc., which was our first material financial commitment, totaling $280,000 with payments to be made January through July 2007. We expect to negotiate a web site maintenance agreement as the development of our site continues. The cost of this agreement will vary depending on what personnel we have been able to hire by site launch.

In addition to website development and maintenance, from May 2007 through April 2008 we project expenses associated with advertising and marketing of our site, obtaining content for our site, general and administrative expenses from adding personnel, and other costs of overhead to approximate $143,000 per month through the launch of the site, and increasing to approximately $230,000 per month thereafter.

Liquidity and Capital Resources

We expect to begin generating revenue from advertising immediately upon site launch, although the revenue will not be material unless, and until, we have sufficient page views. The agreements require nominal minimum payments for administrative purposes. However, the advertiser pays per page view for each ad. We do not expect to generate significant revenues from advertising until 6 to 12 months after the site launches.

On March 9, 2007 we completed a private placement of our common stock, issuing 5,796,000 shares for aggregate gross proceeds of $2,898,000. The shares were issued at $0.50 per share. We expect the proceeds from this offering to be sufficient to cover our costs and expenses for the next ten months. However, estimates for expenses may change, in which case our capital would not be sufficient for this time period. We will need to obtain additional debt or equity financing, but there can be no assurance that additional financing will be available on reasonable terms, if at all.

Critical Accounting Policies

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

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

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

Website development costs:

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

Stock Based Compensation:

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

DESCRIPTION OF PROPERTY

In March 2007 we entered into an oral agreement for commercial office space for our principal office. The agreement permits us to use conference space and office services on an as-needed basis and to add office space if the need arises. Our principal office is located at 10475 Park Meadows Drive, Suite 600, Lone Tree, CO 80124.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no public trading market for our common stock, although we intend to apply for trading on the NASD – OTC Bulletin Board.

The Board of Directors adopted, and the shareholders approved, the 2006 Stock Option Plan (the “2006 Plan”). The 2006 Plan authorizes the Board of Directors to grant stock bonuses or stock options to purchase shares of the Company’s common stock to employees, officers, directors and consultants. Options granted under the 2006 Plan may be either incentive stock options or non-qualified stock options. The aggregate number of shares of common stock as to which options and bonuses may be granted under the 2006 Plan cannot exceed 1,750,000. As of March 23, 2007, options to purchase an aggregate of 1,365,000 had been granted under the 2006 Plan, many of which are subject to vesting schedules. No shares underlying options are included in this registration statement.

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

As of March 23, 2007, there were approximately 81 holders of record of our common stock.

EXECUTIVE COMPENSATION

From September 2006 through the end of the fiscal year, December 31, 2006, none of the directors or executive officers received cash or non-cash compensation in any form for any of their services as directors or executives, nor were they reimbursed for expenses incurred in attending board meetings. In January 2007 the Board adopted resolutions whereby each board member will receive $550 for travel and expenses for attending board meetings beginning March 2007.

On March 9, 2007 our Board of Directors formed an audit committee, a compensation committee and a nominating committee. All of the Company’s independent directors were appointed to serve on each committee. Mr. Petso was nominated to serve as the chairman of the audit committee. As compensation for serving as chairman of the audit committee, and chairman of the compensation committee and for serving on the nominating committee Mr. Petso was grated 150,000 stock options. As compensation for serving as chairman of the nominating committee and serving on the on audit and compensation committees Mr. Lazzaro was granted 100,000 stock options. As compensation for serving on the audit, nominating and compensation committees, Mr. Overgaard was granted 50,000 stock options.

As of the end of the most recently completed fiscal year, the Company had no individual compensation arrangements under which equity securities were authorized for issuance. On November 13, 2006 the Board adopted and the shareholders approved a Stock Option Plan allowing the Board of Directors or an Option Committee to grant options or bonuses to employees, consultants, and directors of the Company.

Effective May 1, 2007 Howard Lieber will serve as our Vice President of Sales at an annual salary of $150,000. The Board of Directors granted Mr. Lieber (effective May 1, 2007) 500,000 incentive stock options exercisable at fair market value on May 1, 2007. 100,000 of those options vest immediately upon commencement of employment and the remainder will vest 100,000 per year each June 1, over a five year period contingent upon his meeting advertising sales quotas and remaining an employee of Disaboom. In March 2007 we paid Mr. Lieber $50,000 as an independent consultant for services he provided the Company prior to May 2007.

AVAILABLE INFORMATION

We have filed a registration statement on Form SB-2 under the Securities Act of 1933, as amended, relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement. This prospectus constitutes the prospectus of Disaboom, Inc. filed as part of the registration statement, and it does not contain all information in the registration statement, as certain portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission.

We are subject to the informational requirements of the Securities Exchange Act of 1934 which requires us to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the SEC at 100 F Street N.E., Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at 100 F Street N.E., Washington, D.C. 20549 at prescribed rates. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at http://www.sec.gov.

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

CONTENTS

Report of independent registered public accounting firm			F-3

Financial statements:

Balance sheet			F-4

Statement of operations			F-5

Statement of shareholders' equity deficiency			F-6

Statement of cash flows			F-7

Notes to financial statements			F-8-10

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
Disaboom, Inc.
Denver, Colorado

We have audited the accompanying balance sheet of Disaboom, Inc. as of December 31, 2006, and the related statements of operations, shareholders’ equity deficiency and cash flows for the period from September 5, 2006 (inception) through December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

/s/ GHP HORWATH, P.C.

March 21, 2007
Denver, Colorado

F-3

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

DECEMBER 31, 2006



ASSETS
Current assets:

Receivable from issuance of common stock (Note 5)	$	2,125

Total assets	$	2,125

LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY

Liabilities:

Accounts payable	$	916
Advances, related party (Note 3)		16,071

Total liabilities (all current)		16,987

Shareholders' equity deficiency (Note 5):
Preferred stock, $0.0001 par value; authorized
10,000,000 shares; none issued and outstanding
Common stock, $0.0001 par value; authorized
50,000,000 shares; 21,250,000 issued and outstanding		2,125
Deficit accumulated during the development stage		(16,987	)

Total shareholders' equity deficiency		(14,862	)

Total liabilities and shareholders' equity deficiency	$	2,125

See notes to financial statements.

F-4

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006



Expenses:

General and administrative	$	16,987

Net loss	$	(16,987	)


Net loss per share, basic
and diluted (Note 2)	$	*


Weighted average number
of common shares outstanding (Note 2)		21,250,000

*	Less than $(0.01) per share

See notes to financial statements.

F-5

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF SHAREHOLDERS' EQUITY DEFICIENCY

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

	Common stock				Deficit accumulated during the development
	Shares		Amount		stage			Total
Initial issuance of common stock,

November 2006 (Note 5)		21,250,000	$	2,125				$	2,125

Net loss					$	(16,987	)		(16,987	)


Balances at December 31, 2006		21,250,000	$	2,125	$	(16,987	)	$	(14,862	)

See notes to financial statements.

F-6

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006



Cash flows from operating activities:

Net loss	$	16,987

Adjustments to reconcile net loss to cash
used in operating activities:
Increase in assets and liabilities:
Accounts payable		916

Advances, related party		16,071

Total adjustments		16,987

Cash used in operating activities		—

Increase in cash and cash equivalents and ending cash	$	—

Supplemental disclosure of non-cash financing activities:

Issuance of common stock in exchange for receivable	$	2,125

See notes to financial statements.

F-7

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

1 .	Organization:

Disaboom, Inc. (the “Company”) was incorporated in the State of Colorado on September 5, 2006 with the purpose of creating, owning and operating a full-service website for people with disabilities. The Company expects to launch the website by the end of 2007. The primary activities of the Company, through December 31, 2006, have been organizational in nature, and subsequently have been limited to the development of the website and offering of common shares in a private offering (Note 7). The Company expects to commence operations upon the completion of the website. The Company’s headquarters are located in Colorado.

2.	Summary of significant accounting policies:

Development stage company:

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

Use of estimates in financial statement preparation:

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

Website development costs:

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

F-8

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

2.	Significant accounting policies (continued):

Stock based compensation:

Loss per share:

Basic loss per share of common stock is computed based on the weighted average number of common shares outstanding during the year. Stock options and warrants are not considered in the calculation, as no options or warrants had been granted through December 31, 2006. Therefore, diluted loss per share is equivalent to basic loss per share.

Income taxes:

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements’ carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.

3.	Advances, related party:

Advances, related party represent advances made by the Chairman and Chief Executive Officer (the “Chairman”) or an entity controlled by him, to provide working capital to the Company or expenses paid by the Chairman on behalf of the Company. Additional advances of approximately $42,000 were made subsequent to December 31, 2006. At February 14, 2007, total advances amounted to approximately $58,000, of which $50,000 was converted to equity in connection with the private placement (Note 7), and the remaining amount will be repaid to him as funds are available.

4.	Income taxes:

The Company has made no provision for income taxes for the period ended December 31, 2006 because the Company has incurred a net loss. Based on statutory rates, the Company’s expected income tax benefit arising from the loss would be approximately $2,500.

The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, if appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carry forward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

F-9

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

4.	Income taxes (continued):

Net operating loss carry forwards of approximately $3,700 at December 31, 2006, are available to offset future taxable income, if any, through 2026. A valuation allowance has been provided to reduce the deferred tax asset, which consists of the net operating loss and start-up costs, as realization of the asset is not assured.

5.	Shareholders’ equity deficiency:

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

6.	Stock option plan:

The Board of Directors adopted and the shareholders approved the 2006 Stock Option Plan (the “2006 Plan”). The 2006 Plan authorizes the Board of Directors to grant stock bonuses or stock options to purchase shares of the Company’s common stock to employees, officers, directors and consultants. Options granted under the 2006 Plan may be either incentive stock options or non-qualified stock options. The aggregate number of shares of common stock as to which options and bonuses may be granted under the 2006 Plan cannot exceed 1,750,000. The Company did not grant any stock options or stock bonuses during the period ended December 31, 2006. In February and March 2007, the Company granted 62,500 options to independent contractors with an exercise price of $0.50 per share. These options vest in June and July 2007 and expire in June and July 2010. Also in February and March 2007, the Company granted 800,000 options to employees and board members with an exercise price of $0.50 per share. 200,000 of these options vest on December 31, 2007, and the remaining options vest December 31 of the following four years, provided that the employees and board members remain serving the Company. The 800,000 options expire at various dates through 2014.

7.	Subsequent events:

Website development agreement:

In January 2007, the Company entered into an agreement with an unrelated third party, to create and develop the Company’s website. In consideration for creating and developing the website, the Company agreed to pay $280,000. The Company will make semi-monthly installments of $20,000 beginning January 2007 with a final payment of $40,000 due in July 2007.

Private placement:

The Company completed a private placement of 5,796,000 shares of common stock for gross proceeds of $2,898,000. The shares were issued at a price of $0.50 per share. As part of the offering, $50,000 of advances due to the Chairman were converted to 100,000 shares of common stock.

F-10


We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You must not rely on any unauthorized information. This prospectus does not offer to sell or buy any shares in any jurisdiction where it is unlawful. The information in this prospectus is current as of its date.	DISABOOM, INC. 5,796,000 SHARES OF COMMON STOCK PROSPECTUS ________, 2007

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Officers and Directors

Other Expenses of Issuance and Distribution

The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:

NATURE OF EXPENSE AND AMOUNT



SEC Registration fee	$	100
Legal fees and expenses		25,000
Miscellaneous		5,000

TOTAL	$	30,100

Recent Sales of Unregistered Securities

The following sets forth the information required by Item 701 of Regulation S-B with respect to the unregistered sale of equity securities:

On March 9, 2007, we issued 5,796 , 000 shares of common stock at $0.50 per share in a private placement. We relied on the exemption from registration provided by Section 4(2) under the Securities Act of 1933 for this offering.

On November 13, 2006 we issued 21,250,000 shares of common stock at par value, $0.0001 per share, in a private placement to our founders. We relied on the exemption from registration provided by Section 4(2) under the Securities Act of 1933 for this offering.

We received a subscription for the purchase of 500,000 shares of our common stock at $0.50 per share, for aggregate consideration of $250,000. We have accepted the subscription, contingent on us entering into an employment agreement with the subscriber prior to April 20, 2007. If we are unable to successfully negotiate and enter into an employment agreement with the subscriber by that date, we may, in our discretion, reject the subscription. The subscriber has no ability to seek a return of his funds, as all discretion rests with our Board of Directors.

II-1

Exhibits

EXHIBIT NO.

DESCRIPTION

3.1	Articles of Incorporation filed September 6, 2006. *

3.1.1

Articles of Amendment to the Articles of Incorporation filed November 13, 2006. *

3.2

Bylaws. *

4.1	Specimen Certificate of Common Stock. **

5.1	Opinion of Burns Figa & Will, P.C. *

10.1	2006 Stock Option Plan. *

10.2	Acceptance Agreement for Web Site Development, dated January 10, 2007. *

10.3	Agreement with Blue Shirt Group dated March 1, 2007. *

23.1	Consent of GHP Horwath, P.C.*

23.2	Consent of Burns Figa & Will, P.C. Included in opinion filed as exhibit 5.1.

24	Power of attorney. *

*	Filed herewith.

**	To be filed by amendment

Undertakings

The undersigned Company hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i)

Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement, and

(iii)

Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

II-2

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing this Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in Greenwood Village, Colorado on March 23, 2007.


	DISABOOM, INC. /s/ J.W. Roth Jay W. Roth, Chief Executive Officer /s/ Jay Belk Jay Belk, Chief Financial Officer

The undersigned officers and/or directors of Disaboom Inc., by virtue of their signatures appearing below, hereby constitute and appoint Jay W. Roth with full power of substitution, as attorney-in-fact in their names, places and steads to execute any and all amendments to this Form SB-2 in capacities set forth opposite their names on the signature page thereof and hereby ratify all that said attorneys-in-fact or either of them may do by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J.W.Roth Jay W. Roth /s/ J. Glen House, M.D J. Glen House /s/ Jay Belk Jay Belk /s/ Victor Lazzaro Victor Lazzaro /s/ R. Jerry Overgaard R. Jerry Overgaard /s/ David Petso David Petso	Chief Executive Officer and Director President, Chief Medical Director and Director Chief Financial Officer, Treasurer , Secretary and Director Director Director Director	March 23, 2007 March 23, 2007 March 23, 2007 March 23, 2007 March 23, 2007 March 23, 2007

II-3

Exhibit 3.1

Exhibit 3.1.1


E-FILED	Colorado Secretary of State Date and Time: 11/13/2006 11:23 AM Entity Id: 20061361085 Document number: 20061463328


Document processing fee If document is filed on paper $125.00 If document is filed electronically $ 25.00 Fees & forms/cover sheets are subject to change. To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.

Paper documents must be typewritten or machine printed. ABOVE SPACE FOR OFFICE USE ONLY

Articles of Amendment
filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)

ID number: 20061361085

1. Entity name: Disaboo, Inc.
(If changing the name of the corporation, indicate name BEFORE the name change)

2. New Entity name: (if applicable) Disaboom, Inc.


3. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	“bank” or “trust” or any derivative thereof “credit union” “savings and loan” “insurance”, “casualty”, “mutual”, or “surety”

4. Other amendments, if any, are attached.

5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.


6. If the corporation's period of duration as amended is less than perpetual, state the date on which the period of duration expires: _____________________ (mm/dd/yyyy)

OR


If the corporation's period of duration as amended is perpetual, mark this box: \|X\| 7. (Optional) Delayed effective date: _____________________ (mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:

Mehringer Theresa M.
(Last) (First) (Middle) (Suffix)

6400 S. Fiddlers Green Circle Suite 1000
(Street name and number or Post Office information)

Greenwood Village CO 80111
City) (State) (Postal/Zip Code)

United States
(Province - if applicable) (Country - if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

NOTICE:

This “image” is merely a display of information that was filed electronically. It is not an image that was created by optically scanning a paper document. No such paper document was filed. Consequently, no copy of a paper document is available regarding this document. Questions? Contact the Business Division. For contact information, please visit the Secretary of State’s web site.

Click the following links to view attachments

Attachment 1
Addendum

ADDITIONAL PROVISIONS TO THE
ARTICLES OF INCORPORATION
OF
DISABOO, INC.

CAPITAL

The aggregate number of shares of all classes of capital stock which this corporation (“Corporation”) shall have authority to issue is 60,000,000 shares, of which 10,000,000 shares shall be shares of preferred stock, par value of $.0001 per share (“Preferred Stock”), and 50,000,000 shares shall be shares of common stock, par value of $.0001 per share (“Common Stock”).

Preferred Stock . The designations, preferences, limitations, restrictions, and relative rights of the Preferred Stock, and variations in the relative rights and preferences as between different series shall be established in accordance with the Colorado Business Corporation Act by the board of directors of the Corporation (“Board of Directors”).

Except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board of Directors creating any series of Preferred Stock, the holders of any such series shall have no voting power.

Common Stock . The holders of Common Stock shall have and possess all rights as shareholders of the Corporation, including such rights as may be granted elsewhere by these Articles of Incorporation, except as such rights may be limited by the preferences, privileges and voting powers, and the restrictions and limitations of the Preferred Stock.

Subject to preferential dividend rights, if any, of the holders of Preferred Stock, dividends on the Common Stock may be declared by the Board of Directors and paid out of any funds legally available therefor at such times and in such amounts as the Board of Directors shall determine.

The capital stock, after the amount of the subscription price has been paid in, shall not be subject to assessment to pay the debts of the Corporation.

Any stock of the Corporation may be issued for money, property, services rendered, labor done, cash advances for the Corporation, or for any other assets of value in accordance with the action of the Board of Directors, whose judgment as to value received in return therefor shall be conclusive and said stock when issued shall be fully paid and nonassessable.

INDEMNIFICATION

The Corporation shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Corporation or, while serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Corporation also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.

LIMITATION OF DIRECTOR LIABILITY

A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for acts specified under Section 7-108-403 of the Colorado Business Corporation Act or any amended or successor provision thereof, or (iv) for any transaction from which the director derived an improper personal benefit. If the Colorado Business Corporation Act is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Colorado Business Corporation Act, as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

MEETINGS OF SHAREHOLDERS

Meetings of shareholders shall be held at such time and place as provided in the bylaws of the Corporation. At all meetings of the shareholders, one-third of all shares entitled to vote at the meeting shall constitute a quorum.

ACTION BY SHAREHOLDERS

Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by the shareholders having the minimum number of votes necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted.

Exhibit 3.2

BYLAWS
OF
DISABOOM, INC.

ARTICLE I
OFFICES

Section 1.1 Principal Office . The principal office of the corporation shall be located as designated by the Board of Directors, either within or without the State of Colorado. The corporation may have such other offices, either within or without the State of Colorado, as the Board of Directors may designate or as the business of the corporation may require from time to time.

Section 1.2 Registered Office . The registered office of the corporation, required by the Colorado Business Corporation Act to be maintained in the State of Colorado, may be, but need not be, identical with the principal office if located in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II
SHAREHOLDERS

Section 2.1 Annual Meeting . The annual meeting of the shareholders shall be held at such time on such day as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transacting of such other business as may come before the meeting. If the election of directors shall not be held on the date designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2.2 Special Meetings . Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all votes entitled to be cast at the meeting; provided, however, that the requesting holders must have held their ownership in the corporation for at least twelve consecutive months.

Section 2.3 Place of Meetings . The Board of Directors may designate any place, either within or without the State of Colorado, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Colorado, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Colorado.

Section 2.4 Notice of Meeting . Written notice stating the place, day and hour of the meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting; provided, however, that if the authorized shares of the corporation are to be increased, at least 30 days notice shall be given. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 2.5 Meeting of all Shareholders . If all of the shareholders shall meet at any time and place, either within or without the State of Colorado, and consent to the holding of a meeting at such time and place, such meeting shall be valid with out call or notice, and at such meeting any corporate action may be taken.

Section 2.6 Fixing of Record Date . The Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 50 days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.7 Voting Record . The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before such meeting of shareholders, a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. The record, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the corporation, whether within or without the State of Colorado, and shall be subject to inspection by any shareholder for any purpose germane to the meeting at any time during usual business hours. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

The original stock transfer books shall be the prima facie evidence as to the identity of the shareholders entitled to examine the record or transfer books or to vote at any meeting of shareholders.

Section 2.8 Quorum . One-third of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, except as otherwise provided by the Colorado Business Corporation Act and the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed 60 days. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.9 Manner of Acting . If a quorum is present, the affirmative vote of the majority of the votes cast on any matter submitted for shareholder action shall be the act of the shareholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws.

Section 2.10 Proxies . At all meetings of shareholders a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Proxies shall be in such form as shall be required by the Board and as set forth in the notice of meeting and/or proxy or information statement concerning such meeting.

Section 2.11 Voting of Shares . Unless otherwise provided by these Bylaws or the Articles of Incorporation, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter.

Section 2.12 Voting of Shares by Certain Shareholders . Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court appointed guardian or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do is contained in an appropriate order of the court by which the receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock belonging to this corporation, nor shares of its own stock held by it in a fiduciary capacity, nor shares of its own stock held by another corporation if the majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, may be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.

Redeemable shares which have been called for redemption shall not be entitled to vote on any matter and shall not be deemed outstanding shares on and after the date on which written notice of redemption has been mailed to shareholders and a sum sufficient to redeem such shares has been deposited with a hank or trust company with irrevocable instruction and authority to pay the redemption price to the holders of the shares upon surrender of certificates therefor.

Shares held of record by a shareholder but which are held for the account of a specified person or persons may be voted by such person or persons, provided the shareholder has certified to the corporation in writing that all or a portion of the shares registered in the name of the shareholder are held for the account of such person or persons, as provided in Article VI. Section 6.6 of these Bylaws.

Section 2.13 Informal Action by Shareholders . Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Signature by facsimile shall be given the same force and effect as original signatures, and any consent in writing may be executed in counterparts.

Section 2.14 Voting by Ballot . Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

Section 2.15 No Cumulative Voting . No shareholder shall be permitted to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of candidates.

ARTICLE III
BOARD OF DIRECTORS

Section 3.1 General Powers . The business and affairs of the corporation shall be managed by its Board of Directors.

Section 3.2 Number, Tenure and Qualifications . The initial number of directors shall be four. The number of directors fixed by these bylaws may be increased or decreased from time to time by resolution of the board of directors. The tenure of a director shall not be affected by any decrease or increase in the number of directors so made by the board. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

Section 3.3 Regular Meetings . A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Colorado, for the holding of additional regular meetings, without other notice than such resolution.

Section 3.4 Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the Chairman, if there be one, the President, any of the directors, or by such persons as are authorized to call special meetings under the Colorado Business Corporation Act. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5 Notice . Written notice of any special meeting of directors shall be given by mail to each director at his business address at least three days prior to the meeting or by personal delivery, fax or telegram at least 24 hours prior to the meeting to the business address of each director, or in the event such notice is given on a Saturday, Sunday or holiday, to the residence address of each director, or on such shorter notice as the person or persons calling the meeting, acting in good faith, may deem necessary or appropriate in the circumstances. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice is given by fax, such notice shall be deemed to be delivered when confirmation (either by electronic means or by the person receiving the fax) of such fax is received by the sender. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.

Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 3.6 Quorum . A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 3.7 Manner of Acting . Except as otherwise required by law or by the Articles of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be an act of the Board of Directors.

Section 3.8 Action by Directors Without a Meeting . Any action required or permitted to be taken by the Board or Directors or by a committee thereof at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or all or the committee members entitled to vote with respect to the subject matter thereof. Signatures may be original signatures or by fax. Signatures on such consent may be made in counterparts.

Section 3.9 Participation by Electronic Means . Any members of the Board of Directors or any committee designated by such Board may participate in a meeting of the Board of Directors or committee by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

Section 3.10 Vacancies . Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.11 Resignation . Any director of the corporation may resign at any time by giving written notice to the President or the Secretary of the corporation. The resignation of any director shall take effect upon receipt of notice thereof or at any such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Section 3.12 Removal . Any director or directors of the corporation may be removed at any time, with or without cause, in the manner provided in the Colorado Business Corporation Act.

Section 3.13 Committees . By resolution adopted by a majority of the Board of Directors, the directors may designate two or more directors to constitute a committee, any of which shall have such authority in the management of the corporation as the Board of Directors shall designate and as shall not be proscribed by the Colorado Business Corporation Act.

Section 3.14 Compensation . By resolution of the Board of Directors and irrespective of any personal interest of any of the members, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors, or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.15 Presumption of Assent . A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV
OFFICERS

Section 4.1 Number . The officers of the corporation shall be a President, who shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person.

Section 4.2 Election and Term of Office . The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 4.3 Removal . Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4 Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5 Chairman of the Board . If the directors so desire, they may elect a Chairman of the Board from among themselves. The chairman of the board shall preside at all meetings of the stockholders and of the Board of Directors. He shall have such other powers and duties as may be prescribed by the Board of Directors.

Section 4.6 President . The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, if no Chairman be elected, be the chief executive officer of the corporation and shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts or equipment leases entered into in the ordinary course of business, and other contracts or instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 4.7 The Vice Presidents . If elected or appointed by the Board of Directors, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall, in the absence of the President or in the event of his death or inability to act, perform all duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation, and contracts or equipment leases entered into in the ordinary course of business; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 4.8 The Secretary . If elected or appointed by the Board of Directors, the Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 4.9 The Treasurer . If elected or appointed by the Board of Directors, the Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 4.10 Assistant Secretaries and Assistant Treasurers . The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

Section 4.11 Bonds . If the Board of Directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices.

Section 4.12 Salaries . The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1 Contracts . The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. The President or any Vice-President may enter into contracts or equipment leases entered into in the ordinary course of business.

Section 5.2 Loans . No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 5.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4 Deposits . All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES

Section 6.1 Regulations . The Board of Directors may make such rules and regulations as it may deem appropriate concerning the issuance, transfer and registration of certificates for shares of the corporation, including the appointment of transfer agents and registrars.

Section 6.2 Certificates for Shares . Certificates representing shares of the corporation shall comply with the statutes of the State of Colorado and shall be signed by two executive officers of the corporation; provided that such signatures may be by facsimile if the certificate is counter signed by a transfer agent.

Section 6.3 Cancellation of Certificates . All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as herein provided with respect to lost, stolen or destroyed certificates.

Section 6.4 Lost, Stolen or Destroyed Certificates . Any shareholder claiming that his certificate for shares is lost, stolen or destroyed may make an affidavit or affirmation of that fact and lodge the same with the Secretary of the corporation, accompanied by a signed application for a new certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity to the corporation not exceeding an amount double the value of the shares as represented by such certificate (the necessity for such bond and the amount required to be determined by the President and Treasurer of the corporation), a new certificate may be issued of the same tenor and representing the same number, class and series of shares as were represented by the certificate alleged to be lost, stolen or destroyed.

Section 6.5 Transfer of Shares . Subject to the terms of any shareholder agreement relating to the transfer of shares or other transfer restrictions contained in the Articles of Incorporation or authorized therein, shares of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his duly authorized attorney, upon the surrender and cancellation of a certificate or certificates for a like number of shares. Upon presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefor, the transferee shall be entitled to a new certificate or certificates in lieu thereof. As against the corporation, a transfer of shares can be made only on the books of the corporation and in the manner hereinabove provided, and the corporation shall be entitled to treat the holder of record of any shares as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of Colorado.

Section 6.6 Shares Held for the Account of a Specified Person or Persons . The Board of Directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth:

(a)

The classification of shareholder who may certify;

(b)

The purpose or purposes for which the certification may be made;

(c)

The form of certification and information to be contained therein;

(d)

If the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the corporation; and

(e)

Such other provisions with respect to the procedure as are deemed necessary or desirable.

Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

ARTICLE VII
TAXABLE YEAR

The taxable year of the corporation shall be determined by resolution of the Board of Directors.

ARTICLE VIII
DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX
CORPORATE SEAL

The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “Seal.”

ARTICLE X
WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Colorado Business Corporation Act, or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the event or other circumstance requiring such notice, shall be deemed equivalent to the giving of such notice.

ARTICLE XI
AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the directors present at any meeting of the Board of Directors of the corporation at which a quorum is present.

ARTICLE XII
EXECUTIVE COMMITTEE

Section 12.1 Appointment . The Board of Directors by resolution adopted by a majority of the full Board, may designate two or more of its members to constitute an Executive Committee. The designation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

Section 12.2 Authority . The Executive Committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee and except also that the Executive Committee shall not have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease or other disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending the Bylaws of the corporation.

Section 12.3 Tenure and Qualifications . Each member of the Executive Committee shall hold office until the next regular annual meeting of the Board of Directors following his designation and until his successor is designated as a member of the Executive Committee and is elected and qualified.

Section 12.4 Meetings . Regular meetings of the Executive Committee may be held without notice at such time and places as the Executive Committee may fix from time to time by resolution. Special meetings of the Executive Committee may be called by any member thereof upon not less than one days notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the Executive Committee at his business address. Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting.

Section 12.5 Quorum . A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the Executive Committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 12.6 Action by Executive Committee Without a Meeting . Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 12.7 Vacancies . Any vacancy in the Executive Committee may be filled by a resolution adopted by a majority of the full Board of Directors.

Section 12.8 Resignations and Removal . Any member of the Executive Committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the President or Secretary of the corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 12.9 Procedure . The Executive Committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken.

ARTICLE XIII
EMERGENCY BYLAWS

The Emergency Bylaws provided in this Article XIII shall be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding articles of the Bylaws or in the Articles of Incorporation of the corporation or in the Colorado Business Corporation Act. To the extent not inconsistent with the provisions of this article, the Bylaws provided in the preceding articles shall remain in effect during such emergency and upon its termination the Emergency Bylaws shall cease to be operative.

During any such emergency:

(a) A meeting of the Board of Directors may be called by any officer or director of the corporation. Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meetings.

(b) At any such meeting of the Board of Directors, a quorum shall consist of the number of directors in attendance at such meeting.

(c) The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the principal office or designate several alternative principal offices or regional offices, or authorize the officers so to do.

(d) The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.

(e) No officer, director or employee acting in accordance these Emergency Bylaws shall be liable except for willful misconduct.

(f) These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, but no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action taken prior to the time of such repeal or change. Any amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

Exhibit 5.1

March 23, 2007

The Board of Directors
Disaboom, Inc.
10475 Park Meadows Drive, Suite 600
Lone Tree, CO 80124

Re:	Form SB-2 Registration Statement Opinion of Counsel

Ladies and Gentlemen:

As securities counsel for Disaboom, Inc. (the “Company”), a Colorado corporation, we have examined the originals or copies, certified or otherwise identified, of the Articles of Incorporation and Bylaws of the Company, corporate records of the Company, including minute books of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other records, and instruments and documents pertaining to the Company as a basis for the opinions hereinafter expressed. In giving such opinions, we have also relied upon certificates of officers of the Company with respect to the accuracy of the factual matters contained in such certificates.

We have also examined the Registration Statement on Form SB-2 (the “Registration Statement”) to be filed with the Commission on or about March 23, 2007 covering the resale of up to 5,796,000 shares of Common Stock of the Company by the Selling Shareholders, as more particularly described in the Registration Statement.

Based upon the foregoing and subject to the other qualifications and limitations stated in this letter, we are of the opinion that the shares of Common Stock held by the Selling Shareholders and described in the Registration Statement as outstanding have been duly authorized, validly issued, fully paid and non-assessable.

This opinion is limited to the laws of the State of Colorado and the federal law of the United States of America and to the matters stated herein. This opinion is made as of the date hereof, and after the date hereof, we undertake no, and disclaim any, obligation to advise you of any change in any matters set forth herein.

The Board of Directors
Disaboom, Inc.
March 23, 2007
Page Two

We acknowledge that we are referred to under the caption “Legal Matters” included in the Registration Statement. We hereby consent to such use of our name in the Registration Statement and to the filing of this opinion as an Exhibit thereto. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933 or the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder.


	Very truly yours, /s/ Burns, Figa & Will, P.C. BURNS FIGA & WILL, P.C.

Exhibit 10.1

DISABOOM, INC.
2006 STOCK OPTION PLAN

1. Purposes of and Benefits Under the Plan . This 2006 Stock Option Plan (the “Plan”) is intended to encourage stock ownership by employees, consultants and directors of Disaboom, Inc. and its controlled, affiliated and subsidiary entities (collectively, the “Corporation”), so that they may acquire or increase their proprietary interest in the Corporation, and is intended to facilitate the Corporation’s efforts to: (i) induce qualified persons to become employees, officers and directors (whether or not they are employees) and consultants to the Corporation; (ii) compensate employees, officers, directors and consultants for services to the Corporation; and (iii) encourage such persons to remain in the employ of or associated with the Corporation and to put forth maximum efforts for the success of the Corporation. It is further intended that options granted by the Committee pursuant to Section 6 of this Plan shall constitute “incentive stock options” (“Incentive Stock Options”) within the meaning of Section 422 of the Internal Revenue Code, and the regulations issued thereunder, and options granted by the Committee pursuant to Section 7 of this Plan shall constitute “non-qualified stock options” (“Non-qualified Stock Options”). The term “Options” includes both Incentive Stock Options and Non-qualified Stock Options.

2. Definitions . As used in this Plan, the following words and phrases shall have the meanings indicated:

(a) “Board” shall mean the Board of Directors of the Corporation.

(b) “Bonus” means any Common Stock bonus issued pursuant to the provisions of this Plan.

(c) “Committee” shall mean any Committee appointed by the Board to administer this Plan, if one has been appointed. If no Committee has been appointed, the term “Committee” shall mean the Board.

(d) “Common Stock” shall mean the Corporation’s $0.0001 par value common stock.

(e) “Disability” shall mean a Recipient’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. If the Recipient has a disability insurance policy, the term “Disability” shall be as defined therein.

(f) “Fair Market Value” per share as of a particular date shall mean the last sale price of the Corporation’s Common Stock as reported on a national securities exchange or by NASDAQ, or if the quotation for the last sale reported is not available for the Corporation’s Common Stock, the average of the closing bid and asked prices of the Corporation’s Common Stock as so reported or, if such quotations are unavailable, the value determined by the Committee in accordance with its discretion in making a bona fide, good faith determination of

fair market value. Fair Market Value shall be determined without regard to any restriction other than a restriction which, by its terms, never will lapse. In the case of Options and Bonuses granted at a time when the Corporation does not have a registration statement in effect relating to the shares issuable hereunder, the value at which the Bonus shares are issued may be determined by the Committee at a reasonable discount from Fair Market Value to reflect the restricted nature of the shares to be issued and the inability of the Recipient to sell those shares promptly.

(g) “Recipient” means any person granted an Option or awarded a Bonus hereunder.

(h) “Internal Revenue Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time (codified as Title 26 of the United States Code) and any successor legislation.

3. Administration.

(a) The Plan shall be administered by the Committee. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically conferred under the Plan or necessary or advisable in the administration of the Plan, including the authority: to grant Options and Bonuses; to determine the vesting schedule and other restrictions, if any, relating to Options and Bonuses; to determine the purchase price of the shares of Common Stock covered by each Option (the “Option Price”); to determine the persons to whom, and the time or times at which, Options and Bonuses shall be granted; to determine the number of shares to be covered by each Option or Bonus; to determine Fair Market Value per share; to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Option agreements (which need not be identical) entered into in connection with Options granted under the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan.

(b) Options and Bonuses granted under the Plan shall be evidenced by duly adopted resolutions of the Committee included in the minutes of the meeting at which they are adopted or in a unanimous written consent.

(c) The Committee shall endeavor to administer the Plan and grant Options and Bonuses hereunder in a manner that is compatible with the obligations of persons subject to Section 16 of the U.S. Securities Exchange Act of 1934 (the “1934 Act”), although compliance with Section 16 is the obligation of the Recipient, not the Corporation. Neither the Committee, the Board nor the Corporation can assume any legal responsibility for a Recipient’s compliance with his obligations under Section 16 of the 1934 Act.

(d) No member of the Committee or the Board shall be liable for any action taken or determination made in good faith with respect to the Plan or any Option or Bonus granted hereunder.

4. Eligibility .

(a) Subject to certain limitations hereinafter set forth, Options and Bonuses may be granted to employees (including officers) and consultants to and directors (whether or not they are employees) of the Corporation or its present or future divisions, affiliates and subsidiaries. In determining the persons to whom Options or Bonuses shall be granted and the number of shares to be covered by each Option or Bonus, the Committee shall take into account the duties of the respective persons, their present and potential contributions to the success of the Corporation, and such other factors as the Committee shall deem relevant to accomplish the purposes of the Plan.

(b) A Recipient shall be eligible to receive more than one grant of an Option or Bonus during the term of the Plan, on the terms and subject to the restrictions herein set forth.

5. Stock Reserved .

(a) The stock subject to Options or Bonuses hereunder shall be shares of Common Stock. Such shares, in whole or in part, may be authorized but unissued shares or shares that shall have been or that may be reacquired by the Corporation. The aggregate number of shares of Common Stock as to which Options and Bonuses may be granted from time to time under the Plan shall not exceed 1,750,000 subject to adjustment as provided in Section 8(i) hereof.

(b) If any Option outstanding under the Plan for any reason expires or is terminated without having been exercised in full, or if any Bonus granted is forfeited because of vesting or other restrictions imposed at the time of grant, the shares of Common Stock allocable to the unexercised portion of such Option or the forfeited portion of the Bonus shall become available for subsequent grants of Options and Bonuses under the Plan.

6. Incentive Stock Options .

(a) Options granted pursuant to this Section 6 are intended to constitute Incentive Stock Options and shall be subject to the following special terms and conditions, in addition to the general terms and conditions specified in Section 8 hereof. Only employees of the Corporation shall be entitled to receive Incentive Stock Options.

(b) The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options granted under this and any other plan of the Corporation or any parent or subsidiary of the Corporation are exercisable for the first time by a Recipient during any calendar year may not exceed the amount set forth in Section 422(d) of the Internal Revenue Code.

(c) Incentive Stock Options granted under this Plan are intended to satisfy all requirements for incentive stock options under Section 422 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder and, notwithstanding any other provision of this Plan, the Plan and all Incentive Stock Options granted under it shall be so construed, and all contrary provisions shall be so limited in scope and effect and, to the extent they cannot be so limited, they shall be void.

7. Non-qualified Stock Options . Options granted pursuant to this Section 7 are intended to constitute Non-qualified Stock Options and shall be subject only to the general terms and conditions specified in Section 8 hereof.

8. Terms and Conditions of Options . Each Option granted pursuant to the Plan shall be evidenced by a written Option agreement between the Corporation and the Recipient, which agreement shall be substantially in the form of Exhibit A hereto as modified from time to time by the Committee in its discretion, and which shall comply with and be subject to the following terms and conditions:

(a) Number of Shares . Each Option Agreement shall state the number of shares of Common Stock covered by the Option.

(b) Type of Option . Each Option Agreement shall specifically identify the portion, if any, of the Option which constitutes an Incentive Stock Option and the portion, if any, which constitutes a Non-qualified Stock Option.

(c) Option Price . Subject to adjustment as provided in Section 8 (i) hereof, each Option agreement shall state the Option Price, which shall be determined by the Committee subject only to the following restrictions:

(1) Each Option Agreement shall state the Option Price, which (except as otherwise set forth in paragraphs 8(c)(2) and (3) hereof) shall not be less than 100% of the Fair Market Value per share on the date of grant of the Option.

(2) Any Incentive Stock Option granted under the Plan to a person owning more than ten percent of the total combined voting power of the Common Stock shall be at a price of no less than 110% of the Fair Market Value per share on the date of grant of the Incentive Stock Option.

(3) Any Non-qualified Stock Option granted under the Plan shall be at a price no less than 80% of the Fair Market Value per share on the date of grant of the Non-qualified Stock Option.

(4) The date on which the Committee adopts a resolution expressly granting an Option shall be considered the day on which such option is granted, unless a future date is specified in the resolution.

(d) Term of Option . Each Option agreement shall state the period during and times at which the Option shall be exercisable, in accordance with the following limitations:

(1) The date on which the Committee adopts a resolution expressly granting an Option shall be considered the day on which such Option is granted, unless a future date is specified in the resolution, although any such grant shall not be effective until the Recipient has executed an Option agreement with respect to such Option.

(2) The exercise period of any Option shall not exceed ten years from the date of grant of the Option.

(3) Incentive Stock Options granted to a person owning more than ten percent of the total combined voting power of the Common Stock of the Corporation shall be for no more than five years.

(4) The Committee shall have the authority to accelerate or extend the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate. In any event, no exercise period may be so extended to increase the term of the Option beyond ten years from the date of the grant.

(5) The exercise period shall be subject to earlier termination as provided in Sections 8(f) and 8(g) hereof, and, furthermore, shall be terminated upon surrender of the Option by the holder thereof if such surrender has been authorized in advance by the Committee.

(e) Method of Exercise and Medium and Time of Payment .

(1) An Option may be exercised as to any or all whole shares of Common Stock as to which it then is exercisable, provided, however, that no Option may be exercised as to less than 100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100).

(2) Each exercise of an Option granted hereunder, whether in whole or in part, shall be effected by written notice to the Secretary of the Corporation designating the number of shares as to which the Option is being exercised, and shall be accompanied by payment in full of the Option Price for the number of shares so designated, together with any written statements required by, or deemed by the Corporation’s counsel to be advisable pursuant to, any applicable securities laws.

(3) The Option Price shall be paid in cash, or in shares of Common Stock having a Fair Market Value equal to such Option Price, or in property or in a combination of cash, shares and property and, subject to approval of the Committee, may be effected in whole or in part with funds received from the Corporation at the time of exercise as a compensatory cash payment.

(4) The Committee shall have the sole and absolute discretion to determine whether or not property other than cash or Common Stock may be used to purchase the shares of Common Stock hereunder and, if so, to determine the value of the property received.

(5) The Recipient shall make provision for the withholding of taxes as required by Section 10 hereof.

(f) Termination .

(1) Unless otherwise provided in the Option Agreement by and between the Corporation and the Recipient, if the Recipient ceases to be an employee, officer, director or consultant of the Corporation (other than by reason of death, Disability or retirement), all Options theretofore granted to such Recipient but not theretofore exercised shall terminate three months following the date the Recipient ceased to be an employee, officer, director or consultant of the Corporation, and shall terminate upon the date of termination of employment or other relationship if discharged for cause.

(2) Nothing in the Plan or in any Option or Bonus granted hereunder shall confer upon an individual any right to continue in the employ of or other relationship with the Corporation or interfere in any way with the right of the Corporation to terminate such employment or other relationship between the individual and the Corporation.

(g) Death, Disability or Retirement of Recipient . Unless otherwise provided in the Option Agreement by and between the Corporation and the Recipient, if a Recipient shall die while an employee, officer, director or consultant of the Corporation, or within ninety days after the termination of such Recipient as an employee, officer, director or consultant, other than termination for cause, or if the Recipient’s relationship with the Corporation shall terminate by reason of Disability or retirement, all Options theretofore granted to such Recipient (whether or not otherwise exercisable) unless earlier terminated in accordance with their terms, may be exercised by the Recipient or by the Recipient’s estate or by a person who acquired the right to exercise such Options by bequest or inheritance or otherwise by reason of the death or Disability of the Recipient, at any time within one year after the date of death, Disability or retirement of the Recipient; provided, however, that in the case of Incentive Stock Options such one-year period shall be limited to three months in the case of retirement.

(h) Transferability Restriction .

(1) Options granted under the Plan shall not be transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code or Title I of the Employee Retirement Income Security Act of 1974, or the rules thereunder. Options may be exercised during the lifetime of the Recipient only by the Recipient and thereafter only by his legal representative.

(2) Any attempted sale, pledge, assignment, hypothecation or other transfer of an Option contrary to the provisions hereof and/or the levy of any execution, attachment or similar process upon an Option, shall be null and void and without force or effect and shall result in a termination of the Option.

(3) (A) As a condition to the transfer of any shares of Common Stock issued upon exercise of an Option granted under this Plan, the Corporation may require an opinion of counsel, satisfactory to the Corporation, to the effect that such transfer will not be in violation of the U.S. Securities Act of 1933, as amended (the “1933 Act”) or any other applicable securities laws or that such transfer has been registered under federal and all applicable state securities laws. (B) Further, the Corporation shall be authorized to refrain from delivering or transferring shares of Common Stock issued under this Plan until the Committee determines that such delivery or transfer will not violate applicable securities laws and the Recipient has tendered to the Corporation any federal, state or local tax owed by the Recipient as a result of exercising the Option or disposing of any Common Stock when the Corporation has a legal liability to satisfy such tax. (C) The Corporation shall not be liable for damages due to delay in the delivery or issuance of any stock certificate for any reason whatsoever, including, but not limited to, a delay caused by listing requirements of any securities exchange or any registration requirements under the 1933 Act, the 1934 Act, or under any other state, federal or provincial law, rule or regulation. (D) The Corporation is under no obligation to take any action or incur any expense in order to register or qualify the delivery or transfer of shares of Common Stock under applicable securities laws or to perfect any exemption from such registration or qualification. (E) Furthermore, the Corporation will not be liable to any Recipient for failure to deliver or transfer shares of Common Stock if such failure is based upon the provisions of this paragraph.

(i) Effect of Certain Changes .

(1) If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Committee to reflect any increase or decrease in the number of issued shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated.

(2) In the event of the proposed dissolution or liquidation of the Corporation, or any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporation, the Committee may provide that the holder of each Option then exercisable shall have the right to exercise such Option (at its then current Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, or merger or consolidation by a holder of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, corporate separation or division, or merger or consolidation; or, in the alternative the Committee may provide that each Option granted under

the Plan shall terminate as of a date fixed by the Committee; provided, however, that not less than 30 days’ written notice of the date so fixed shall be given to each Recipient, who shall have the right, during the period of 30 days preceding such termination, to exercise the Option as to all or any part of the shares of Common Stock covered thereby, including shares as to which such Option would not otherwise be exercisable.

(3) Paragraph 2 of this Section 8 (i) shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (excluding a change in par value, or from no par value to par value, or any change as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Committee may provide that the holder of each Option then exercisable shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any new direct or indirect parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change, consolidation or merger by the holder of the number of shares of Common Stock for which such Option might have been exercised.

(4) In the event of a change in the Common Stock of the Corporation as presently constituted into the same number of shares with a different par value, the shares resulting from any such change shall be deemed to be the Common Stock of the Corporation within the meaning of the Plan.

(5) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive, provided that each Incentive Stock Option granted pursuant to this Plan shall not be adjusted in a manner that causes such option to fail to continue to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code.

(6) Except as expressly provided in this Section 8(i), the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures, or to merge or consolidate, or to dissolve, liquidate, or sell or transfer all or any part of its business or assets.

(j) No Rights as Shareholder — Non-Distributive Intent .

(1) Neither a Recipient of an Option nor such Recipient’s legal representative, heir, legatee or distributee, shall be deemed to be the holder of, or to have any rights of a holder with respect to, any shares subject to such Option until after the Option is exercised and the shares are issued.

(2) No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 8(i) hereof.

(3) Upon exercise of an Option at a time when there is no registration statement in effect under the 1933 Act relating to the shares issuable upon exercise, shares may be issued to the Recipient only if the Recipient represents and warrants in writing to the Corporation that the shares purchased are being acquired for investment and not with a view to the distribution thereof and provides the Corporation with sufficient information to establish an exemption from the registration requirements of the 1933 Act. A form of subscription agreement containing representations and warranties deemed sufficient as of the date of adoption of this Plan is attached hereto as Exhibit B .

(4) No shares shall be issued upon the exercise of an Option unless and until there shall have been compliance with any then applicable requirements of the U.S. Securities and Exchange Commission or any other regulatory agencies having jurisdiction over the Corporation.

(k) Other Provisions . Option Agreements authorized under the Plan may contain such other provisions, including, without limitation, (i) the imposition of restrictions upon the exercise, and (ii) in the case of an Incentive Stock Option, the inclusion of any condition not inconsistent with such Option qualifying as an Incentive Stock Option, as the Committee shall deem advisable.

9. Grant of Stock Bonuses . In addition to, or in lieu of, the grant of an Option, the Committee may grant Bonuses.

(a) At the time of grant of a Bonus, the Committee may impose a vesting period of up to ten years, and such other restrictions which it deems appropriate. Unless otherwise directed by the Committee at the time of grant of a Bonus, the Recipient shall be considered a shareholder of the Corporation as to the Bonus shares which have vested in the grantee at any time regardless of any forfeiture provisions which have not yet arisen.

(b) The grant of a Bonus and the issuance and delivery of shares of Common Stock pursuant thereto shall be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including compliance with the requirements of the 1933 Act, the 1934 Act, other applicable securities laws, rules and regulations, and the requirements of any stock exchanges upon which the Common Stock then may be listed. Any certificates prepared to evidence Common Stock issued pursuant to a Bonus grant shall bear legends as the Corporation’s counsel may seem necessary or advisable. Included among the foregoing requirements, but without limitation, any Recipient of a Bonus at a time when a registration statement relating thereto is not effective under the 1933 Act shall execute a Subscription Agreement substantially in the form of Exhibit B .

10. Agreement by Recipient Regarding Withholding Taxes . Each Recipient agrees that the Corporation, to the extent permitted or required by law, shall deduct a sufficient number of shares due to the Recipient upon exercise of the Option or the grant of a Bonus to allow the Corporation to pay federal, provincial, state and local taxes of any kind required by law to be withheld upon the exercise of such Option or payment of such Bonus from any payment of any kind otherwise due to the Recipient. The Corporation shall not be obligated to advise any Recipient of the existence of any tax or the amount which the Corporation will be so required to withhold.

11. Term of Plan . Options and Bonuses may be granted under this Plan from time to time within a period of ten years from the date the Plan is adopted by the Board.

12. Amendment and Termination of the Plan .

(a) (1) Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including any exchange with which the shares of the Corporation are listed for trading), the Board of Directors may at any time, without further action by the shareholders, amend the Plan or any Option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that Options granted hereunder will comply with any provisions respecting stock options in the income tax and other laws in force in any country or jurisdiction of which any Option holders may from time to time be a resident or citizen, or it may at any time without action by shareholders terminate the Plan.

(2) provided, however, that any amendment that would: (A) materially increase the number of securities issuable under the Plan to persons who are subject to Section 16(a) of the 1934 Act; or (B) grant eligibility to a class of persons who are subject to Section 16(a) of the 1934 Act and are not included within the terms of the Plan prior to the amendment; or (C) materially increase the benefits accruing to persons who are subject to Section 16(a) of the 1934 Act under the Plan; or (D) require shareholder approval under applicable state law, the rules and regulations of any national securities exchange on which the Corporation’s securities then may be listed, the Internal Revenue Code or any other applicable law, shall be subject to the approval of the shareholders of the Corporation as provided in Section 13 hereof.

(3) provided further that any such increase or modification that may result from adjustments authorized by Section 8(i) hereof or which are required for compliance with the 1934 Act, the Internal Revenue Code, the Employee Retirement Income Security Act of 1974, their rules or other laws or judicial order, shall not require such approval of the shareholders.

(b) Except as provided in Section 8 hereof, no suspension, termination, modification or amendment of the Plan may adversely affect any Option previously granted, unless the written consent of the Recipient is obtained.

13. Approval of Shareholders . The Plan shall take effect upon its adoption by the Board but shall be subject to approval at a duly called and held meeting of stockholders in conformance with the vote required by the Corporation’s governing documents, resolution of the Board, any other applicable law and the rules and regulations thereunder, or the rules and regulations of any national securities exchange upon which the Corporation’s Common Stock is listed and traded, each to the extent applicable.

14. Termination of Right of Action . Every right of action arising out of or in connection with the Plan by or on behalf of the Corporation or any of its subsidiaries, or by any shareholder of the Corporation or any of its subsidiaries against any past, present or future member of the Board, or against any employee, or by an employee (past, present or future) against the Corporation or any of its subsidiaries, will, irrespective of the place where an action may be brought and irrespective of the place of residence of any such shareholder, director or employee, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action is alleged to have risen.

15. Tax Litigation . The Corporation shall have the right, but not the obligation, to contest, at its expense, any tax ruling or decision, administrative or judicial, on any issue which is related to the Plan and which the Board believes to be important to holders of Options issued under the Plan and to conduct any such contest or any litigation arising therefrom to a final decision.

16. Adoption .

(a) This Plan was approved by resolution of the Board of Directors of the Corporation on November 13, 2006.

(b) If this Plan is not approved by the shareholders of the Corporation within 12 months of the date the Plan was approved by the Board as required by Section 422(b)(1) of the Internal Revenue Code, this Plan and any Options granted hereunder to Recipients shall be and remain effective, but the reference to Incentive Stock Options herein shall be deleted and all Options granted hereunder shall be Non-qualified Stock Options pursuant to Section 7 hereof. This Plan was approved by resolution of the Shareholders of the Corporation on November 13, 2006.

[End of Plan]

Exhibit A

FORM OF STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT made as of this ___ day of ____________, ______, by and between Disaboom, Inc., a Colorado corporation (the “Corporation”), and ________________ __________________________ (the “Recipient”).

In accordance with the Corporation’s 2006 Stock Option Plan (the “Plan”), the provisions of which are incorporated herein by reference, the Corporation desires, in connection with the services of the Recipient, to provide the Recipient with an opportunity to acquire shares of the Corporation’s $.0001 par value common stock (“Common Stock”) on favorable terms and thereby increase the Recipient’s proprietary interest in the Corporation and incentive to put forth maximum efforts for the success of the business of the Corporation. Capitalized terms used but not defined herein are used as defined in the Plan.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein set forth and other good and valuable consideration, the Corporation and the Recipient agree as follows:

1. Confirmation of Grant of Option . Pursuant to a determination of the Committee or, in the absence of a Committee, by the Board of Directors of the Corporation made on ___________, _____ (the “Date of Grant”), the Corporation, subject to the terms of the Plan and of this Agreement, confirms that the Recipient has been irrevocably granted on the Date of Grant, as a matter of separate inducement and agreement, and in addition to and not in lieu of salary or other compensation for services, a Stock Option (the “Option”) exercisable to purchase an aggregate of ______ shares of Common Stock on the terms and conditions herein set forth, subject to adjustment as provided in Paragraph 8 hereof. The Options granted under this Plan shall replace any and all options previously granted, or agreed to be granted, by the Corporation.

2. Option Price . The Option Price of shares of Common Stock covered by the Option will be _____ per share (the “Option Price”) subject to adjustment as provided in Paragraph 8 hereof.

3. Vesting and Exercise of Option . (a) Except as otherwise provided herein or in Section 8 of the Plan, the Option shall vest and become exercisable as follows: [Insert Vesting Schedule] (b) The Option may not be exercised at any one time as to fewer than 100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100). (c) The Option may be exercised by written notice to the Secretary of the Corporation accompanied by payment in full of the Option Price as provided in Section 8 of the Plan.

4. Term of Option . The term of the Option will be through __________, ____, subject to earlier termination or cancellation as provided in this Agreement. The holder of the Option will not have any rights to dividends or any other rights of a shareholder with respect to any shares of Common Stock subject to the Option until such shares shall have been issued (as evidenced by the appropriate transfer agent of the Corporation) upon purchase of such shares through exercise of the Option.

5. Transferability Restriction . The Option may not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way (whether by operation of law or otherwise) except in strict compliance with Section 8 of the Plan. Any assignment, transfer, pledge, hypothecation or other disposition of the Option or any attempt to make any levy of execution, attachment or other process will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Option under the provisions of this Paragraph 5 will not prejudice any rights or remedies which the Corporation may have under this Agreement or otherwise.

6. Exercise Upon Termination . The Recipient’s rights to exercise this Option upon termination of employment or cessation of service as an officer, director or consultant shall be as set forth in Section 8(f) of the Plan.

7. Death, Disability or Retirement of Recipient . The exercisability of this Option upon the death, Disability or retirement of the Recipient shall be as set forth in Section 8(g) of the Plan.

8. Adjustments . The Option shall be subject to adjustment upon the occurrence of certain events as set forth in Section 8(i) of the Plan.

9. No Registration Obligation . The Recipient understands that the Option is not registered under the 1933 Act and, unless by separate written agreement, the Corporation has no obligation to so register the Option or any of the shares of Common Stock subject to and issuable upon the exercise of the Option, although it may from time to time register under the 1933 Act the shares issuable upon exercise of Options granted pursuant to the Plan. The Recipient represents that the Option is being acquired for the Recipient’s own account and that unless registered by the Corporation, the shares of Common Stock issued on exercise of the Option will be acquired by the Recipient for investment. The Recipient understands that the Option is, and the underlying securities may be, issued to the Recipient in reliance upon exemptions from the 1933 Act, and acknowledges and agrees that all certificates for the shares issued upon exercise of the Option may bear the following legend unless such shares are registered under the 1933 Act prior to their issuance:


	The shares represented by this Certificate have not been registered under the Securities Act of 1933 (the “1933 Act”), and are “restricted securities” as that term is defined in Rule 144 under the 1933 Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the 1933 Act or pursuant to an exemption from registration under the 1933 Act, the availability of which is to be established to the satisfaction of the Company.

The Recipient further understands and agrees that the Option may be exercised only if at the time of such exercise the underlying shares are registered and/or the Recipient and the Corporation are able to establish the existence of an exemption from registration under the 1933 Act and applicable state or other laws.

10. Notices . Each notice relating to this Agreement will be in writing and delivered in person or by certified mail to the proper address. Notices to the Corporation shall be addressed to the Corporation, attention: President, 15975 Winding Trail Road., Colorado Springs, CO 80908, or at such other address as may constitute the Corporation’s principal place of business at the time, with a copy to: Theresa M. Mehringer, Esq., Burns Figa & Will, P.C., 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111. Notices to the Recipient or other person or persons then entitled to exercise the Option shall be addressed to the Recipient or such other person or persons at the Recipient’s address below specified. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect given pursuant to this Paragraph 10.

11. Approval of Counsel . The exercise of the Option and the issuance and delivery of shares of Common Stock pursuant thereto shall be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including compliance with the requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended, applicable state and other securities laws, the rules and regulations thereunder, and the requirements of any national securities exchange(s) upon which the Common Stock then may be listed.

12. Benefits of Agreement . This Agreement will inure to the benefit of and be binding upon each successor and assignee of the Corporation. All obligations imposed upon the Recipient and all rights granted to the Corporation under this Agreement will be binding upon the Recipient’s heirs, legal representatives and successors.

13. Effect of Governmental and Other Regulations . The exercise of the Option and the Corporation’s obligation to sell and deliver shares upon the exercise of the Option are subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency which may, in the opinion of counsel for the Corporation, be required.

14. Plan Governs . In the event that any provision in this Agreement conflicts with a provision in the Plan, the provision of the Plan shall govern.

Executed in the name and on behalf of the Corporation by one of its duly authorized officers and by the Recipient all as of the date first above written.


Date ______________, _______	DISABOOM, INC. By: ______________________________________ Jay W. Roth, President

The undersigned Recipient has read and understands the terms of this Option Agreement and the attached Plan and hereby agrees to comply therewith.


Date ______________, _______	_______________________________________________ Signature of Recipient Tax ID Number: ___________________________________ Address: ________________________________________ _______________________________________________

Exhibit B

SUBSCRIPTION AGREEMENT

THE SECURITIES BEING ACQUIRED BY THE UNDERSIGNED HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR ANY OTHER LAWS AND ARE OFFERED UNDER EXEMPTIONS FROM THE REGISTRATION PROVISIONS OF SUCH LAWS. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER CONTAINED IN THIS STOCK SUBSCRIPTION AGREEMENT AND APPLICABLE SECURITIES LAWS.

This Subscription Agreement is entered for the purpose of the undersigned acquiring _____________ shares of the $.0001 par value common stock (the “Securities”) of Disaboom, Inc., a Colorado corporation (the “Corporation”) from the Corporation as a Bonus or pursuant to exercise of an Option granted pursuant to the Corporation’s 2006 Stock Option Plan (the “Plan”). All capitalized terms not otherwise defined herein shall be as defined in the Plan.

It is understood that no grant of any Bonus or exercise of any Option at a time when no registration statement relating thereto is effective under the U.S. Securities Act of 1933, as amended (the “1933 Act”) can be completed until the undersigned executes this Subscription Agreement and delivers it to the Corporation, and that such grant or exercise is effective only in accordance with the terms of the Plan and this Subscription Agreement.

In connection with the undersigned’s acquisition of the Securities, the undersigned represents and warrants to the Corporation as follows:

1. The undersigned has been provided with, and has reviewed the Plan, and such other information as the undersigned may have requested of the Corporation regarding its business, operations, management, and financial condition (all of which is referred to herein as the “Available Information”).

2. The Corporation has given the undersigned the opportunity to ask questions of and to receive answers from persons acting on the Corporation’s behalf concerning the terms and conditions of this transaction and the opportunity to obtain any additional information regarding the Corporation, its business and financial condition or to verify the accuracy of the Available Information which the Corporation possesses or can acquire without unreasonable effort or expense.

3. The Securities are being acquired by the undersigned for the undersigned’s own account and not on behalf of any other person or entity.

4. The undersigned understands that the Securities being acquired hereby have not been registered under the 1933 Act or any state or foreign securities laws, and are, and unless registered will continue to be, restricted securities within the meaning of Rule 144 of the General Rules and Regulations under the 1933 Act and other statutes, and the undersigned consents to the placement of appropriate restrictive legends on any certificates evidencing the Securities and any certificates issued in replacement or exchange therefor and acknowledges that the Corporation will cause its stock transfer records to note such restrictions.

5. By the undersigned’s execution below, it is acknowledged and understood that the Corporation is relying upon the accuracy and completeness hereof in complying with certain obligations under applicable securities laws.

6. This Agreement binds and inures to the benefit of the representatives, successors and permitted assigns of the respective parties hereto.

7. The undersigned acknowledges that the grant of any Bonus or Option and the issuance and delivery of shares of Common Stock pursuant thereto shall be subject to prior approval by the Corporation’s counsel of all legal matters in connection therewith, including compliance with the requirements of the 1933 Act and other applicable securities laws, the rules and regulations thereunder, and the requirements of any national securities exchange(s) upon which the Common Stock then may be listed.

8. The undersigned acknowledges and agrees that the Corporation has withheld ___________ shares for the payment of taxes as a result of the grant of the Bonus or the exercise of an Option.

9. The Plan is incorporated herein by reference. In the event that any provision in this Agreement conflicts with ANY provision in the Plan, the provisions of the Plan shall govern.


Date ______________, _______	_______________________________________________ Signature of Recipient Tax ID Number: ___________________________________ Address: ________________________________________ _______________________________________________

Exhibit 10.2

ACCEPTANCE AGREEMENT FOR
WEBSITE DEVELOPMENT

This Acceptance Agreement for Website Development (this “Agreement”) is made as of January 10, 2007 between Disaboom, Inc., a Colorado corporation (the “Company”), and Diversified Animated Technologies Associates Incorporated, a Colorado Corporation (“DATA”) (collectively the “Parties”). For valuable and adequate consideration, DATA and the Company hereby agree:

1. Scope of Services.

(a) DATA will design and build a website (the “Site”) for the Company as described in the Design Document attached to DATA’s Proposal for Disaboom Web Site Development Agreement (the “Proposal”) attached hereto as Exhibit 1 and as described in the Proposal. DATA shall perform all services necessary to create the Site which meets the standards set forth in the Design Document and Proposal. Such services shall include but are not limited to those more fully described in the Product Description on pages 6-8 of the Proposal. All services shall be performed according to an agreed upon timeline developed by DATA (the “Timeline”) and attached hereto as Exhibit 2. The services described to be performed and Site to be produced under the Design Document, the Proposal, and this Agreement are all part of Phase I of the Site development as described in the Proposal.

(b) Legal Relationship . The Parties agree that DATA is providing services for the Company as an independent contractor. DATA is responsible for providing its own materials, processes, tools, and or equipment for use in creation of the Work Product (defined below). DATA shall have control over the means and process by which the Work Product is created. The Company shall have control over the end result of the Work Product as described in the Design Document and Proposal and agreed to by both Parties. The Company has sole and absolute discretion to accept or reject the Work Product at each development benchmark as set by DATA for review of the Work Product progress by the Company.

(c) Change Orders and Delay . Written Change Orders, as described on page 4 of the Proposal, will be issued for any additional time or services necessary to complete the Site but unanticipated by the Proposal, including the Product Description, Design Document, and/or Timeline. Change Orders for services requiring additional time and/or expense shall be approved by the Company prior to implementing the services described therein. Notwithstanding the Delay provision on page 10 of the Proposal, DATA will not be compensated for additional time or expense caused by mistake, omission or error otherwise the fault of DATA and/or its agents and employees. DATA shall notify the Company in writing within a reasonable time after discovery of any such mistake, omission or other error setting forth the cause of the error and any anticipated changes to the Timeline.

(d) Consent and Acknowledgement . DATA hereby gives it consent to and acknowledges use of the Business Plan (attached hereto as Exhibit 3) by the Company as part of Offering Documents for private placements of funds.

(e) Separate Agreement . Any additional or further agreements between the Parties, such as a Site hosting agreement, will be negotiated separately.

2. Billing and Compensation.

The Company agrees to pay DATA $280,000 for the services rendered hereunder and as described in the Proposal. The Company will make semimonthly installments of $20,000 on the 15 ^th and last day of each month (the “Due Date”) beginning January 15, 2007 with the final payment of $40,000 due on July 18, 2007. DATA agrees to prepare itemized invoices referencing the Proposal and Timeline for all services performed as of the date of the invoice and noting whether such service or task is complete or ongoing. The Company shall pay all invoices on the Due Date, provided however, the Company shall not be in default of this Agreement if payment is received by DATA within 10 business days of the Due Date. The Due Date for the Company’s payments shall toll if DATA’s progress on the Site does not adhere to the Timeline and any adjustments thereto pursuant to Change Orders. The Company will notify DATA that it is exercising its option to toll the Due Date until DATA has performed the services required to be performed according to the Timeline as of the Due Date. Failure to make timely payment shall not affect the Company’s rights to and ownership in the Work Product. The Company shall possess all rights title and interest to all Work Product for which payment has been made. DATA shall have a security interest in the Work Product until final payment is made. The Company shall give DATA prompt written notice of any invoice amounts it disputes and the Parties shall resolve such dispute by agreement or, if no agreement is forthcoming, the Company may terminate the Agreement pursuant to Section 10(b).

3. Personnel.

(a) DATA shall be fully and solely responsible for the compensation and performance of all of its employees and subcontractors hereunder, and the filing of any and all returns and reports for, and the withholding and payment of, all applicable federal, state and local wage tax, or employment-related taxes, including, but not limited to, income taxes, gross receipt taxes, taxes measured by gross income, Social Security taxes and unemployment taxes for DATA, DATA’s employees and any other agents or subcontractors employed by DATA to perform under this Agreement.

(b) DATA warrants that it has enforceable written agreements with all of its employees and subcontractors to be involved in any project under this Agreement (i) assigning to DATA ownership of all patents, copyrights and other proprietary rights created in the course of their employment or engagement, and (ii) obligating such employees or subcontractors not to use or disclose any proprietary rights or information learned or acquired during the course of such employment or engagement, including, without limitation, any Work Product (defined below) hereunder, all DATA Property (defined below) and any other information pursuant to Section 6 hereof, under terms and conditions that are no less stringent than the provisions restricting use and disclosure of Confidential Information in Section 5 of this Agreement.

4. Acceptance of Services.

With respect to the Site to be developed pursuant to Exhibit 1, development benchmarks set by DATA shall be set to give the Company a reasonable opportunity to inspect and review the Site throughout the development process. If Company, in good faith, determines that the Site or the progress thereon does not conform to the requirements of this Agreement, DATA shall remedy such deficiencies as Company may identify within ten (10) days of such notification. All

Work Product and the final Site shall be subject to acceptance testing by the Company to verify that it functions as anticipated by the Company and satisfies the requirements set forth in the Design Document, this Agreement and any subsequent Change Orders or other amendments thereto. Any other deliverable under this Agreement shall be subject to acceptance testing by Company to verify that the deliverable satisfies the purpose for which it is intended. If Company in good faith cannot agree with DATA as to the acceptance criteria for an individual deliverable, Company may terminate this Agreement, in the manner provided in Section 10.

5. Confidential Information Nondisclosure.

DATA shall hold all Confidential Information of Company in strict confidence and shall in any case protect such Confidential Information with no less diligence than that with which it protects its own confidential or proprietary information. During the term of this Agreement and (a) for two years thereafter, in the case of Proprietary Information, and (b) at all times thereafter, in the case of Trade Secrets, Confidential Information shall not be used or disclosed by DATA (or by any of its subsidiaries or affiliates) except to perform DATA’s obligations under this Agreement or as otherwise permitted under this Agreement. Subject to the provisions of this Agreement, DATA may disclose Confidential Information to only those employees and independent vendors who must have access thereto to accomplish DATA’s obligations under this Agreement. DATA shall take all precautions to insure that the secrecy of Confidential Information is preserved among its employees and shall require its employees and subcontractors to execute written confidentiality agreements as required by Section 3(b) of this Agreement. DATA shall also be responsible for the preservation of the secrecy of Confidential Information during the term of its employees’ and subcontractors’ employment or engagement, as applicable, and after termination thereof. DATA shall mark all Confidential Information placed in tangible form by DATA with a legend prominently referring to its confidential nature and ownership by the Company. The obligations in this Section shall apply during the term of this Agreement and for two years after its termination, except with respect to such obligations for which this Agreement expressly provides that a longer period shall apply.

6. Property and Proprietary Rights.

(a) All work produced by DATA, its employees, or its subcontractors in connection with the provision of services under this Agreement, the Proposal or any Change Order, including, without limitation, all logos, designs, inventions, creations, expressions, improvements, computer programs, specifications, operating instructions and all other documentation, whether or not subject to patent or copyright protection, which are first conceived or made or first actually or constructively reduced to practice during the term of this Agreement or within six (6) months following the expiration or cancellation hereof, whether based in whole or in part on or derived from information supplied by Company, whether preliminary or final, and on whatever media rendered (collectively, the “Work Product”), made in the course of services rendered under this Agreement shall be deemed “work made for hire” with in the meaning of Section 101 of the Federal Copyright Act, and shall be the exclusive property of Company. Company shall have the unlimited right to make, have made, use, copy, display or perform in public, reconstruct, repair, modify, make derivative works, reproduce, publish, distribute and sell the Work Product, in whole or in part, or combine the Work Product with other matter, or not use the Work Product at all, as it sees fit. The Company’s rights in the Work Product shall attach at the time of creation. Before providing services under the Proposal or any Change Order, DATA shall identify to Company in writing any technology, information, computer programs or other documentation owned by or licensed to DATA prior to the commencement of such services which will be useful or necessary to the Work Product (“DATA Property”).

(b) In consideration of Company’s payment to DATA of amounts specified in the Proposal, this Agreement and any Change Orders under this Agreement, and to the extent that title to any such Work Product may not, by operation of law, vest in Company, or such Work Product may not be considered to be work made for hire, DATA hereby (i) irrevocably transfers and assigns to Company in perpetuity all worldwide right, title and interest in and to the patent rights, copyrights, trade secrets and other proprietary rights (including, without limitation, applications for registration thereof, and all priority rights therein under applicable international conventions for the protection of such rights) in, and ownership of, the Work Product that DATA may have, as and when such rights arise, and (ii) grants to Company an unrestricted, irrevocable, nonexclusive, worldwide, fully paid up, perpetual license, with the right to sublicense, in and to DATA’s proprietary rights to the DATA Property required for use in connection with the Work Product.

(c) DATA shall cooperate fully in (i) vesting in Company the ownership of the proprietary rights to the Work Product, and (ii) assisting Company in obtaining patent, copyright or any other intellectual property rights in the Work Product and in maintaining and protecting Company’s proprietary rights, including, without limitation, executing any documents which Company reasonably deems necessary for such purpose.

(d) Title to all materials and documentation furnished by the Company to DATA, including, without limitation, system specifications and Site content, shall remain in the Company. DATA shall deliver to Company any and all such Work Product and property, including all copies thereof on whatever media rendered, upon (i) Company’s request, (ii) completion of either of the services to be performed under the Proposal, this Agreement or any Change Order, or (iii) the termination of this Agreement for any reason.

7. Indemnification.

(a) DATA shall defend, indemnify, and hold harmless Company and its affiliated companies and the directors, officers, employees, and agents of each of them, from and against any and all claims, losses, damages, suits, fees, judgments, costs and expenses (including attorneys’ fees) which the Company may suffer or incur arising out of or in connection with (i) injuries to persons (including death) or loss of, or damage to, property, occasioned by negligence, unlawful act, or willful misconduct of DATA, or of DATA’s personnel, subcontractors, or agents, as well as any claim for payment of compensation or salary asserted by any employee, agent or subcontractor of DATA, and (ii) any claim that Company’s use of the Work Product, DATA Property or any portion thereof, excluding content provided by the Company to DATA, infringes or violates any patent, copyright, trade secret, trademark, trade dress or other third party intellectual property right. In the event that the Company is in any way enjoined from using the Work Product or any portion thereof, DATA shall promptly, at its expense (including, but not limited to the payment of any royalties occasioned by the following) either (i) provide to Company noninfringing means of using the Work Product, (ii) redesign the Work Product by means of original development or creation, or (iii) negotiate and procure for Company the right to use the Work Product without restriction.

(b) The Company shall defend, indemnify, and hold harmless DATA and its directors, officers, employees, and agents from and against any and all claims, losses, damages, suits, fees, judgments, costs and expenses (including attorneys’ fees) which DATA may suffer or incur arising out of or in connection with (i) injuries to persons (including death) or loss of, or damage to, property, occasioned by negligence, unlawful act, or willful misconduct of Company, or of Company’s personnel, subcontractors, or agents, as well as any claim for payment of compensation or salary asserted by any employee, agent or subcontractor of Company, and (ii) any claim that DATA’s use of the data, records, information or other documentation furnished by the Company to DATA or any portion thereof infringes or violates any patent, copyright, trade secret, trademark, or other third party intellectual property right.

8. Representations and Warranties.

(a) DATA represents and warrants that:
All Work Product produced under this Agreement shall be of original development, all DATA Property shall be of original development or properly licensed by DATA, as the case may be, and all Work Product and DATA Property shall not infringe or violate any patent, copyright, trade secret, trademark, trade dress or other third party intellectual property right, including but not limited to: the front end of the Site shall not infringe the trade dress of any other website, the logo designed by DATA for the Company shall not infringe any other trademark or service mark, the content for the Site and any code or database used in programming developing or running the site shall not infringe any other copyright or trade secret.

(b) DATA shall perform all services under this Agreement on a professional best efforts basis in a workmanlike and expeditious manner;

(c) The Site will conform to the specifications and requirements set forth in Exhibit 1 and any subsequent amendments thereto;

(d) In performing all services under the Proposal and any Change Orders, (i) DATA shall use state-of-the-art Internet technology; and (ii) DATA shall use only state-of-the-art Internet development tools;

(e) DATA has full authority to enter into this Agreement;

(f) All obligations owed to third parties with respect to the services to be provided by DATA under the Proposal and subsequent Change Orders are or will be fully satisfied by DATA;

(g) The Site will not contain any viruses or other disabling devices. DATA will provide support, repair, and maintenance for any design defect in the original design of the Site from the date of delivery to the Company for any errors, malfunctions, glitches, viruses or other problems in the design, function and performance of the Site undiscoverable or unknown at the time of delivery to the Company which become known;

(h) DATA will comply with all applicable federal, state, and local laws and regulations in the performance of all services under the Proposal and Change Orders; and

(i) The Site as designed and developed will not violate any applicable federal, state, or local law or regulation.

9. Use of Name and Publicity.

DATA agrees that it shall not, without the prior written consent of Company in each instance, (i) use in advertising, publicity or otherwise the name of Company, or any partner or employee of Company, nor any trade name, trademark, trade device or simulation thereof owned by Company, or (ii) represent, directly or indirectly, that any product or any service provided by DATA has been approved or endorsed by Company.

10. Termination.

(a) DATA’s failure to materially adhere to the Timeline and/or perform the services described in the Proposal and Change Orders and/or meet the specifications set forth in the Design Document and Change Orders shall constitute default. Failure by the Company to make payment within 30 days of the Due Date, unless such payment is disputed by the Company or tolled by the Company and the Company has given DATA notice of such, may be grounds for default. DATA’s remedy shall be termination of this Agreement by providing written notice 30 days prior to the Company of DATA’s intent to terminate. If the Company cures by making payment on all outstanding invoices due and owing as of the date the cure payment is made to DATA and such payment is made during the 30 days set forth in the notice of intent to terminate, then DATA may not terminate this Agreement. If the Company fails to cure, DATA may terminate this agreement and must cease all work on the Site and turn over to the Company all Work Product for which payment has been made.

(b) Company shall have the right to immediately terminate this Agreement whether or not DATA is in default. DATA shall be entitled to payment under Section 2 hereof with respect to provable charges incurred up to the effective date of the termination, provided that DATA agrees to stop all work to the extent specified in the notice, incur no further expenses beyond those authorized in such notice and complete performance of such work that has not been terminated. DATA shall forward to Company all completed or uncompleted Work Product, documentation and deliverables following receipt of final payment as of the effective date of termination.

(c) Upon receipt of the notice of termination or partial termination specified in Section 10(b), DATA shall submit to Company DATA’s invoice for amounts due in accordance with Section 2 hereof within two (2) weeks of the effective date of termination. Failure to submit such an invoice within the time allowed shall relieve Company from paying any amount beyond that which Company may verify from its records as due and payable and such determination shall be final. Payment of all amounts due shall be effected in accordance with Section 2.

(d) DATA hereby waives any and all claims for additional compensation or charges (including any claim for lost profits) as a result of any termination, and DATA hereby agrees that its sole remedy should be to receive compensation in accordance with Section 10(c) hereof or to enforce its security interest in the Work Product if it does not receive compensation.

(e) Notwithstanding anything to the contrary contained in this Agreement, if DATA breaches any term or condition of this Agreement, Company may at its option exercise any one or more of the following remedies:

(i)

terminate this Agreement, effective immediately upon written notice to DATA;

(ii)

withhold any further payments otherwise due to DATA hereunder; or

(iii)

exercise any other rights and remedies available at law or in equity.

(f) Upon termination or expiration of this Agreement for any reason, or at any earlier time upon the demand of Company, DATA shall, without cost to Company, return to Company, in an orderly and expeditious manner, all data, records, documentation, and other property belonging to Company, including, but not limited to, Work Product, then in the possession of DATA, including copies, extracts, summaries and portions thereof, on whatever media rendered, subject to DATA’s right to withhold delivery pursuant to Section 10(b). In the event of any termination pursuant to this Section 10, Company may at its option complete any and all work as to which this Agreement is terminated at Company’s sole option by or through its own resources or third party vendors.

(g) Any termination notice issued under Section 10(e) for DATA’s breach of the terms of this Agreement, shall, in the event such breach is deemed not to have occurred, be the same as if given pursuant to Section 10(a).

11. Notices . Any notice, consent, authorization or other communication to be given hereunder shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by fax, three days after being mailed by first class mail, or one day after being sent by a nationally recognized overnight delivery service, charges and postage prepaid, properly addressed to the party to receive such notice, at the following address or fax number for such party (or at such other address or fax number as shall hereafter be specified by such party by like notice):

(a)

If to the Company, to:

J. W. Roth
President
15975 Winding Trail Rd.
Colorado Springs, CO 80908
Phone: (719) 495-7136
Fax:

(b)

If to DATA, to:

Janis Fairchild
President
1777 South Bellaire Street
Suite G-Zero
Denver, CO 80222
Phone: (303) 708-9708
Fax: (303) 708-8709

12. Miscellaneous.

(a) Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the Parties at such time as all of the signatories hereto have signed a counterpart of this Agreement. All counterparts so executed shall constitute one Agreement binding on all of the Parties hereto, notwithstanding that all of the parties are not signatory to the same counterpart.

(b) Entire Agreement . This Agreement and all other agreements and documents referred herein constitutes the entire agreement between the Company and DATA. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by any party hereto to any other party concerning the subject matter hereof. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are merged herein. This is an integrated Agreement.

(c) Severability . If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any sovereign government or regulatory body having jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with such law, rule or regulation. In all other respects, this Agreement shall continue to remain in full force and effect.

(d) Assignment Prohibited . No assignment of this Agreement shall be made without the prior written consent of the other party.

(e) Amendments . Neither party may amend this Agreement or rescind any of its existing provisions without the prior written consent of the other party.

(f) Governing Law and Jurisdiction . This Agreement shall be deemed to have been made in the State of Colorado and shall be construed, and the rights and liabilities determined, in accordance with the law of the State of Colorado, without regard to the conflicts of laws rules of such jurisdiction. Any action or claim arising from or related to this Agreement in any way shall be brought in the district courts of the State of Colorado or the U.S. District Court of Colorado. All objections to jurisdiction and venue are hereby specifically waived.

[this space intentionally left blank]

This Agreement is entered herein by the parties on the date set forth above.


	DISABOOM, INC. /s/ J. W. Roth By: J. W. Roth Title: President DIVERSIFIED ANIMATED TECHNOLOGIES ASSOCIATES INCORPORATED /s/ Janis Fairchild By: Janis Fairchild Title: President

Attachments

Exhibit 1 DATA's Proposal for Disaboom Web Site Development Agreement with attached Design Document

Exhibit 2 Timelines

Exhibit 3 Business Plan

February 21, 2007

J.W. Roth
Chairman
Disaboom.com
2222 Nevada Ave., #E-5020
Colorado Springs, CO 80907

Dear J.W.,

This letter sets forth the terms and conditions of our agreement regarding the Services (as defined below) (the “Agreement”).

1.	Disaboom.com (“Client”) hereby requests The Blueshirt Group, L.L.C. (“Blueshirt”) to provide investor relations consulting services and advice (the “Services”) as defined in the proposal dated February 21, 2007.

The term of this Agreement shall begin as of March 1, 2007 and terminate as of December 31, 2007 (the “Initial Term”). After the Initial Term the Agreement shall automatically renew on a month-to-month basis until this Agreement is terminated by either party with at least 90 days prior written notice to the other party. Should Client terminate this Agreement prior to the end of the Initial Term, Client agrees to notify Blueshirt in writing of its intention to terminate and agrees to pay Blueshirt three months services fees as liquidated damages.

3.	Client shall pay to Blueshirt a monthly fee of $9,000 for the Services, prorated for any partial month. To cover increasing costs and inflation, Client agrees to an annual increase of $500 per month (or $6,000 total per year) each year for the duration of contract, commencing on January 1, 2008.

In addition to the monthly fees discussed in section 3 above, Client shall pay for all reasonable expenses and disbursements made by Blueshirt on Client’s behalf, including but not limited to: long distance telephone calls, postage, photocopies, buyside/analyst outreach, newswire services and travel expenses. Any expense expected to be more than $300 will require pre-approval of Client. Such expenses typically do not exceed $150 monthly unless travel is involved.

At the end of each calendar month, Blueshirt shall invoice Client for all outstanding monthly fees, as well as for known expenses and disbursements made by Blueshirt on behalf of Client. All expenses and disbursements incurred will be itemized in each monthly invoice. All amounts required to be paid by Client to Blueshirt are exclusive of any taxes. Client shall pay for all such taxes (excluding taxes based on Blueshirt’s net income). The total amount of each invoice shall be paid by Client within thirty (30) days after the date of same and shall not be subject to any abatement, reduction or set-off. If Blueshirt has not received payment within said thirty (30) day period, then Blueshirt will have the right to assess (and Client shall pay) a finance charge of one and one-half percent (1.5%) per month (or the highest rate allowable by law, whichever is less) and/or declare Client to be in material breach of this Agreement.

Notwithstanding the foregoing, the following third party expenses shall be directly billed by the appropriate third party to Client for payment: (a) slide presentation and related presentation activities; (b) broadcast conference calls; (c) broadcast faxes; (d) business wire/public relations news-wire services; and (e) any other vendor services in which any single disbursement exceeds One Thousand Dollars ($1,000). The foregoing expenses shall be paid by Client to such vendor in accordance with the terms of the respective invoice. Commitments made by Blueshirt to third party vendors on Client’s behalf must be approved in advance by Client in writing.

Each party agrees to treat all information and materials received from the other party that are labeled “Confidential” or “Proprietary” as confidential information (“Confidential Information”) of the other party. Each party further agrees to use at least the same degree of care to avoid disclosure or dissemination of the other party’s Confidential Information as it uses to protect its own confidential materials, but in any event, at least a reasonable degree of care. Neither party shall use the Confidential Information of the other party for its own benefit or for the benefit of any third party, except as expressly permitted in this Agreement. Each party agrees to advise all of its employees, agents, subcontractors or consultants that may have access to or otherwise receive the Confidential Information of the other party of all obligations pertaining to the protection of the Confidential Information of the other party under this Agreement. Neither party shall disclose Confidential Information of the other party to any third party (other than independent contractors having a “need-to-know”) without the other party’s prior written consent; provided, however, that a party shall not be liable for disclosure of information designated as Confidential Information by the other party if the same: (a) is in the public domain at the time of disclosure; or (b) becomes known to the other party from a third-party source under no obligation to maintain confidentiality; or (c) becomes publicly available through no fault or failure to act by the receiving party in breach of this Agreement; or (d) is already known by the receiving party when received, or is independently developed by the receiving party without reference to the information provided by the other party, as established by documentary evidence; or (e) is required by a court or other governmental authority to be disclosed (provided that the receiving party has used reasonable efforts to make such disclosure subject to a protective order or confidentiality agreement).

Client hereby acknowledges that Blueshirt shall rely upon the accuracy of all information provided by Client to it. Client assumes full and complete responsibility and liability for all information furnished to Blueshirt for its use on behalf of Client hereunder and Client shall indemnify and hold harmless Blueshirt from and against any demands, claims, or liability relating thereto or to Blueshirt’s provision of the Services. Client shall pay Blueshirt any amounts payable by Blueshirt in settlement of any claims or in satisfaction of any judgments resulting from Blueshirt’s use of any financial or other information furnished by Client in connection with the Services or Blueshirt’s provision of the Services, together with all costs and expenses incurred in connection therewith, including without limitation, reasonable attorneys’ fees and costs of litigation. Without limiting the foregoing, Client shall reimburse Blueshirt for all costs and expenses, including reasonable attorneys’ fees, incurred in responding to any subpoena or other court process in any action or proceeding or investigation in which Client or its affiliates are a party or are otherwise involved. Such indemnities do not apply to claims resulting from the negligence or misconduct of Blueshirt. The provisions of this paragraph shall survive the expiration or termination of this Agreement.

THIS IS A SERVICES AGREEMENT. BLUESHIRT MAKES NO WARRANTIES OR CONDITIONS AND EXPLICITLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WHETHER EXPRESS OR IMPLIED BY LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10.

THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF BLUESHIRT FOR ALL CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL BE LIMITED TO CLIENT’S ACTUAL, PROVEN DIRECT DAMAGES AND SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO BLUESHIRT UNDER THIS AGREEMENT. IN NO EVENT SHALL BLUESHIRT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES HOWSOEVER CAUSED OR ARISING, INCURRED BY CLIENT OR ANY OTHER PERSON EVEN IF ADVISED OF THE POSSIBILITY OF SAME OR SAME WERE REASONABLY FORESEEABLE.

11.

Blueshirt shall not be responsible for any failure to perform or for any delay in performance of its obligations under this Agreement where the failure or delay is due to acts of God; accident; strikes, lockouts or other labor disturbances from whatever cause arising; or without limiting the generality of the foregoing any other circumstances of like or different character beyond Blueshirt’s control.

12.	In the event of the termination of this Agreement for any reason, Client shall pay Blueshirt for all Services provided and expenses and disbursements made up to the effective date of termination.

13.

This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Agreement or any of their rights or obligations hereunder to a third party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

14.

No amendment or waiver of this Agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth in this Agreement.

15.	No action arising out of this Agreement, regardless of the form thereof, may be brought by either party more than one (1) year following the date the cause of action arose.

16.

This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California without regard to its choice of law principles. Any dispute arising out of or related to this Agreement, including but not limited to tort claims, shall be submitted to J.A.M.S./ENDISPUTE for final and binding arbitration pursuant to the J.A.M.S./ENDISPUTE Arbitration Rules and Procedures in effect on the date of commencement of arbitration, and as modified by this Section. The arbitration shall be conducted in accordance with the United States Arbitration Act, 9 U.S.C. 1 et seq. (“USAA”), notwithstanding any choice of law provision in this Agreement. Each party shall bear the fees and costs it incurs in preparing and presenting its own case; provided that the prevailing party shall be entitled to recover its reasonable attorneys’ fees in any proceeding with respect to the subject matter of this Agreement or arising out of or related to it, or to interpret or enforce any provision of this Agreement. The parties agree that San Francisco, California shall be the location for the arbitration hearing. Any controversy over whether an issue is arbitrable shall be determined by the arbitrator. The arbitrator shall have no authority to award punitive or exemplary damages. The award may be confirmed and enforced in any court of competent jurisdiction. All post-award proceedings shall be governed by the USAA.

AGREED AND ACCEPTED:


DISABOOM.COM By : /s/ J.W. Roth Name : J.W. Roth Title : Chairman Date : 2/25/07	THE BLUESHIRT GROUP, LLC By : /s/ Alex Wellins Name : Alex Wellins Title : Managing Director Date : 2/27/07

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form SB-2 of our report dated March 21, 2007, relating to the financial statements of Disaboom, Inc. (a development stage company) and to the reference to our Firm under the caption “Experts” in the Prospectus.

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

Denver, Colorado
March 21, 2007

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

With a Copy to:

Theresa M. Mehringer, Esq. Burns Figa & Will, P.C. 6400 S. Fiddlers Green Circle Suite 1030 Englewood, Colorado 80110 (303) 796-2626

SUMMARY INFORMATION AND RISK FACTORS

RISK FACTORS

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

USE OF PROCEEDS

SELLING SECURITY HOLDERS

PLAN OF DISTRIBUTION

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DESCRIPTION OF SECURITIES

LEGAL MATTERS

EXPERTS

CHANGES IN ACCOUNTANTS

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITY

CERTAIN RELATIONSHIPS AND TRANSACTIONS AND CORPORATE GOVERNANCE

DESCRIPTION OF THE BUSINESS

PLAN OF OPERATION

Liquidity and Capital Resources

Critical Accounting Policies

DESCRIPTION OF PROPERTY

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

EXECUTIVE COMPENSATION

AVAILABLE INFORMATION

DISABOOM, INC. (A DEVELOPMENT STAGE COMPANY)

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

DISABOOM, INC. (A DEVELOPMENT STAGE COMPANY)

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

DISABOOM, INC. (A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

DECEMBER 31, 2006

DISABOOM, INC. (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

DISABOOM, INC. (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF SHAREHOLDERS' EQUITY DEFICIENCY

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

DISABOOM, INC. (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

DISABOOM, INC. (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

DISABOOM, INC. (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

DISABOOM, INC. (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 5, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Officers and Directors

Other Expenses of Issuance and Distribution

Recent Sales of Unregistered Securities

Exhibits

Undertakings

SIGNATURES

OR

Disclaimer:

NOTICE:

ADDITIONAL PROVISIONS TO THE ARTICLES OF INCORPORATION OF DISABOO, INC.

CAPITAL

INDEMNIFICATION

LIMITATION OF DIRECTOR LIABILITY

MEETINGS OF SHAREHOLDERS

ACTION BY SHAREHOLDERS

DISABOOM, INC. 2006 STOCK OPTION PLAN

ACCEPTANCE AGREEMENT FOR WEBSITE DEVELOPMENT

1. Scope of Services.

2. Billing and Compensation.

3. Personnel.

4. Acceptance of Services.

5. Confidential Information Nondisclosure.

6. Property and Proprietary Rights.

7. Indemnification.

8. Representations and Warranties.

9. Use of Name and Publicity.

10. Termination.

12. Miscellaneous.

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

Theresa M. Mehringer, Esq.
Burns Figa & Will, P.C.
6400 S. Fiddlers Green Circle
Suite 1030
Englewood, Colorado 80110
(303) 796-2626

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

DISABOOM, INC.
(A DEVELOPMENT STAGE COMPANY)

ADDITIONAL PROVISIONS TO THE
ARTICLES OF INCORPORATION
OF
DISABOO, INC.

DISABOOM, INC.
2006 STOCK OPTION PLAN

ACCEPTANCE AGREEMENT FOR
WEBSITE DEVELOPMENT