UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
================================================================================

                                   FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007.

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

                         COMMISSION FILE NO. 333-138184

                              TOMBSTONE CARDS, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)


                   COLORADO                                 51-0541963
         (STATE OR OTHER JURISDICTION                    (I.R.S. EMPLOYER
       OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)


                 2400 Central Avenue, Suite G, Boulder, CO 80301

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (303) 684-6644


Securities registered pursuant to Section 12(b) of the Act: NONE

Securities to be registered  pursuant to Section 12(g) of the Act: COMMON STOCK,
NO PAR VALUE

Check whether the Registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X ] No []

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

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

The  Registrant's  revenues  for its fiscal  year ended  December  31, 2007 were
$43,759.

The aggregate market value of the voting common stock held by  non-affiliates of
the  Registrant  on March 24,  2008 was  approximately  $0, due to the fact that
while our common stock is listed on the  over-the-counter  bulletin  board,  the
shares have not traded,  since their listing.  As of March 24, 2008,  there were
3,230,000 shares issued and outstanding,  of which 2,205,000 shares were held by
non-affiliates.

          Transitional Small Business Disclosure Format. Yes [ ] No [X]

<PAGE>

                              TOMBSTONE CARDS, INC.
                        2007 ANNUAL REPORT ON FORM 10-KSB

                                TABLE OF CONTENTS

 ITEM                               DESCRIPTION                             PAGE

Part I.

Item 1.    Description of Business                                             3

Item 2.    Description of Properties                                           8

Item 3.    Legal Proceedings                                                   8

Item 4.    Submission of Matters to a Vote of Security Holders                 8

Part II.

Item 5.    Market for Common Equity and Related Stockholder Matters            9

Item 6.    Management's Discussion and Analysis of Financial Condition or     11
           Plan of Operation

Item 7.    Financial Statements                                               20

Item 8.    Changes in and  Disagreements  With Accountants on Accounting and  21

Item 8a.   Controls and Procedures.                                           21

Part III.

Item 9.    Directors,  Executive  Officers,  Promoters and Control  Persons:  22

Item 10.   Executive Compensation                                             24

Item 11.   Security Ownership of Certain Beneficial Owners and Management     26

Item 12.   Certain Relationships and Related Transactions                     26

Part IV.

Item 13.   Exhibits.                                                          27

Item 14.   Principal Accountant Fees and Services.                            30



<PAGE>



                           FORWARD-LOOKING STATEMENTS

    In addition to historical information,  some of the information presented in
this Annual Report on Form 10-KSB contains  "forward-looking  statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"). Although Tombstone Cards, Inc.,  ("Tombstone" or the "Company," which may
also be referred to as "we," "us" or "our") believes that its  expectations  are
based on  reasonable  assumptions  within  the  bounds of its  knowledge  of its
business and operations:  there can be no assurance that actual results will not
differ materially from our  expectations.  Such  forward-looking  statements are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially from those anticipated.  Cautionary  statements  regarding the risks,
uncertainties and other factors associated with these forward-looking statements
are  discussed  on page 15 below.  You are  urged to  carefully  consider  these
factors,  as well as other  information  contained in this Annual Report on Form
10-KSB and in our other periodic reports and documents filed with the SEC.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

HISTORY OF TOMBSTONE CARDS, INC.

Tombstone  Cards,  Inc.  was  incorporated  on April 29,  2005,  in the state of
Colorado,  as Stack the Deck,  Inc. On November 1, 2005,  we changed our name to
Tombstone Cards,  Inc. Our Corporate offices are located at 2400 Central Avenue,
Suite G, Boulder,  Colorado and our phone number is 303-684-6644.  We maintain a
website at  www.tombstonecards.com  , which is not  incorporated in and is not a
part of this report.

COMPANY OVERVIEW

In the  period  of the  time  since  our  incorporation,  we have  very  limited
operations. These operations have focused on the structure and capital formation
of the  Company.  We  have  developed  the  software  technology  to  print  our
customized  playing  cards.  We have put into place a  management  team and have
secured  capital to launch of the  Company's  business plan to  manufacture  and
market customized playing cards.

Although, there is no shortage of competitors, we believe that our real strength
may be in the  development  and sale of a new,  extremely  focused  product line
using the proprietary  Web-based design system that we have developed to support
the  interactivity  and  functionality  required for our customers to personally
create  their  orders.  It is our  belief  that  no one  else  is  offering  the
capabilities equal to our web-based software.


Tombstone Technologies Division

During  the fourth  quarter  of 2007,  we  created  our  Tombstone  Technologies
Division (the Technology Division). The Technology Division was created in order
to  handle  the   development,   marketing  and  licensing  of  our  proprietary
OIEPrint(TM) software, a web to print template driven application.  Web to print
is the overall process of integrating technology, from ordering and pre-press to
post-press and delivery in order to reduce time and costs.

                                       1
<PAGE>

On December 27, 2007, we filed a provisional  patent application with the United
States Patent and Trademark  Office (USPTO) titled Internet  Application for the
Design of High Resolution Digital Graphics.

Products

         Playing  Cards.  Our  playing  cards,  consists  of a standard  deck of
         poker-sized  cards,  printed in full color and packaged in  pre-printed
         Tombstone-branded  tuck boxes that allow the custom design of the cards
         to be seen and displayed. During the year ended 2007, we have worked to
         develop new products and existing product upgrades.

         OIEPrint 2.0  Software.  OIEPrint  software is a web to print  template
         driven  application  that allows the users to personalize and customize
         designs.  The software will be available to be licensed  through either
         purchase or as a hosted  solution.  A full purchase allows the customer
         to license the software,  while the hosted  solution allows the user to
         use the software through our website at  www.tombstonetechnologies.com.
         We will continue to use our existing  software product in the design of
         our playing card product.

Product Strategy

We intend to offer a single card product,  but with an almost infinite number of
customization  options  for the  consumer  and  business  markets.  Our  product
provides  customers the ability to make personal  statements  about  themselves,
design unique gifts,  advertise  their business with an item that is both "cool"
and "fun", in addition to the cards being an ancillary product that can generate
revenues for them.

We intend to offer our  OIEPrint  software  product  through the  internet.  The
software has been developed to be used with several platforms. We intend for the
product to help meet the needs of  printers,  specialty  product  producers  and
others to satisfy the growing customer demand for personalization of products.

Advertising, Promotions, and Public Relations

Our advertising,  promotions,  and public relations strategy is to profile us as
the premier distributor of not only custom playing cards, but also as a licensor
of custom printing  software.  One of the keys of the strategy is not to compete
on price alone, thus avoiding any comparison in which we would be forced to deal
with the products as a commodity.

We intend to utilize  the  following  media and  methods to carry our message to
potential customers:

   o    Internet promotions using Web search engines and, where appropriate,
        banner ads on complementary sites
   o    Direct mail using the most suitable lists from industry magazines, poker
        clubs, and associated organizations
   o    Sponsorships of local and regional poker tournaments
   o    Public relations campaigns to targeted publications stressing the unique
        attributes of the product and the process
   o    Print advertising in selected industry publications

On an  ongoing  basis,  we  intend  to  budget  our  advertising  and  marketing
investment as a percentage of total sales. By consistently  tracking the results

                                       2
<PAGE>

of our  campaigns,  we will be able to determine  the  effectiveness  of various
initiatives. This will allow us to adjust the budget allocation appropriately to
improve marketing efforts.

Sales Strategy

Our products will be available over the Web and through direct sales efforts for
commercial  and business  accounts.  Customers will be attracted to the Web site
through our direct marketing to high-yield organizations (poker clubs, etc.) and
businesses, and web advertising through numerous avenues.

Inventory, Production Costs, and Capital Investment

Playing Cards

Key factors in the manufacturing and distribution processes of our playing cards
include:

   o    Cost, availability,  and lead time required  for delivery of specialized
        paper,
   o    Press  availability,
   o    Cost of template and graphic  development,
   o    Shipping costs, and
   o    Internet availability and security.


Raw  materials,  components,  and  subassemblies  required for production of our
playing  cards are  handled  directly  by  sub-contractors.  The only  inventory
requirement  will be for pre-printed tuck boxes which are available with a three
week lead at a cost of $.10 per box, based on an order of 50,000 units.  We will
not maintain a preprinted finished inventory of playing cards.

Key Suppliers

Key suppliers for our playing cards may include:

   o    StoreFront Software                      (under contract)
   o    Viatek - Web hosting/application servers       (under contract)
   o    OtherSide Creative, Inc. - Graphic Design      (not under contract)

We intend to order or engage these suppliers on an as needed, project by project
basis.

Production and Delivery

Production will be provided by strategic partners and full-service  printing and
fulfillment companies with significant experience in producing playing cards and
they will  maintain any necessary  inventory as part of their  ongoing  business
operations.  Key  considerations in terms of production and delivery include the
rising costs of fuel and electricity,  transportation costs, availability of raw
materials,  adequate  personnel to meet demand, and technology  integration.  At
this time, we expect that we will hold no inventory of finished card decks,  but
will maintain limited inventory of pre-printed "tuck" boxes.

Delivery options for the finished product will be offered to and paid for by the
customer and processed through our Web site.


                                       3
<PAGE>

MARKETS AND COMPETITION

Markets

Our target market for our playing cards includes:

   o    Individuals who host their own games and want a unique identifier,
   o    Poker clubs that want to brand their identities,
   o    Poker tournaments that want to move beyond nondescript branding and
        attract more competitors,
   o    Businesses that want a more useful advertising "giveaway",
   o    Individuals and groups not directly associated with poker that would
        like to create customized gifts for special occasions (weddings,
        reunions, bar/bat mitzvahs, birthdays, etc.), and/or
   o    Businesses wanting additional revenue-producing products.

Our target market for our printing software includes:

   o    Customers of print shops, and/or
   o    Product customizers.

Customer Profiles

Playing Cards

We believe  that there are three common  customer  types that make up our target
market for our playing cards:

The most typical customer for our product is a male, 25 to 65 years old, with an
outgoing personality and an interest in poker. The customer will believe that he
has certain  flair and will  compete  with his peers to  demonstrate  this as an
actuality.

Poker clubs and regional  tournaments that want something special to brand their
events.  Businesses  that purchase the product for special  celebrations  and to
promote their organizations.

It is likely that potential  customers are going to be familiar with similar and
existing  products and that they will accept our new offering  provided  that we
can clearly and succinctly demonstrate the product advantages.

Printing Software

Our printing  software has been  designed for use, not only by the  customers of
printing  shops but also by specialty  product  producers.  The customers of our
printing  software  will be  interested  in being  able to  individualize  their
product,  since  they will be able to use the  printing  software  to create and
customize graphics and text.




                                       4
<PAGE>


Competition
-----------

Playing Cards

Our competitors in this market are Gemaco,  Newt's Playing Cards, House of Cards
India,  and virtually  any other company with a printer.  It is even possible to
purchase "playing card paper stock" and print personal cards from a home printer
attached to ones computer.

However,  we believe no  competitor  currently  offers the  combination  of high
quality/high  value  with low  order  size/low  per-unit  cost.  In doing  this,
competitors provide, among other options:

   o    Single-color printing on a pre-selected background (e.g., marble or
        patterned)
   o    Photographic printing with little or no customization options

In addition, the minimum order may be as high as 50 decks from competitors.

Our  strategy  for meeting the  competition  is to add to and improve the online
design/purchasing experience; secure partnerships,  licensing arrangements,  and
advertising co-op arrangements with high-visibility  brand owners that share our
customer   base  (e.g.,   motorcycle   manufacturers   and   dealers,   military
organizations,  beer  companies,  etc.);  and make sure that it stays easy to do
business with us.

Printing Software

Our  competitors  in  the  market  for  our  printing   software  are  primarily
pre-existing, large-run lithographic print companies.

We believe  that we are posed to be able to provide a way,  through our printing
software,  to meet  the  specialized  needs  of  market  to  produce  individual
high-resolution,  print to ready  images,  in a  cost-effective,  efficient  and
automated way that our competitors are unable.

PROPRIETARY TECHNOLOGY/INTELLECTUAL PROPERTY

Our products will be protected under the following:

   o    Tombstone Cards is the trademark of Tombstone Cards, Inc. Registration
        of the trademark  is in  process.
   o    We  own  the  domain  names  "tombstonecards.com", "tombstone-cards.com"
        and "tombstonetechnologies".
   o    On December 27, 2007, we filed a provisional patent application with the
        United States Patent and Trademark Office (USPTO) titled Internet Appli-
        cation for the Design of High Resolution Digital Graphics.

We have  completed the  development  of our custom "pip" design for the faces of
the  cards,  (A  "pip" is the  term  used to  describe  the  faces of the  cards
including  the suit  designs  {hearts,  clubs,  spades and  diamonds},  the font

                                       5
<PAGE>

selection and the proprietary design of the "court cards" {Jacks, Queens, Kings,
Aces}).  We  are in the  process  of  developing  proprietary  templates  and an
associated customization process for the Web.

Number of Persons Employed.
--------------------------

As of  December  31,  2007,  we had four  full-time  employees.  Of  those  four
employees,  three are officers and directors of the Company. We believe that our
relations with our employees is good.

OUR COMPANY RISK FACTORS
------------------------

Our business is a development stage company and unproven and therefore risky.
-----------------------------------------------------------------------------

We have only very recently been  organized to perform the  operations  described
above.  Potential  investors  should be made aware of the risk and  difficulties
encountered by a new enterprise in the card business,  especially in view of the
intense competition from existing businesses in the industry.

A decline in Poker popularity or activity may adversely affect our business.
----------------------------------------------------------------------------

If Poker declines in popularity or activity,  there is significant risk that the
demand for playing cards, our sole proposed product, will be negatively impacted
resulting in lack of sales  revenues,  if any are ever  developed.  This decline
could  result  from  adverse  economic   conditions,   which  negatively  affect
disposable income,  changes in gaming habits, and enforcement activities related
to illegal gambling.

Our Weaknesses may affect our ability to sell, compete and generate revenues.

   o      Because of our  position  as a startup,  we are not a  household  name
          among prospective customers, and the cost to raise us to "top-of-mind"
          awareness will be higher than for an established company.

   o      Documented  processes  and  procedures,   along  with  the  integrated
          technology  deployment,  are  still in the  development  stage  and an
          unforeseen  delay or loss of key  personnel  could hold up the product
          launch.

Any of these could cause our revenue model to be unprofitable  and cause failure
of our business.

We have identified potential threats to our business model.

   o      The  fast-growing  interest  in poker  could be a fad that  burns  out
          quickly, leaving a smaller core than expected.
   o      A significant downturn in the American economy would reduce the amount
          of disposable income available to our target audience.
   o      Other  competitors  could  move  quickly to match our  performance  by
          offering similar products and design  amenities,  forcing us to invest
          more than expected in product development.
   o      Too much success too quickly  could  overwhelm  our systems,  creating
          order and fulfillment problems including the increased  possibility of
          poor work  slipping  through  to the  marketplace,  resulting  in high
          levels of customer dissatisfaction.

Any of these could cause our revenue model to be unprofitable  and cause failure
of our business.


                                       6
<PAGE>


Our  officers and  directors  may have  conflicts  of interest  which may not be
--------------------------------------------------------------------------------
resolved favorably to us.
-------------------------

Certain  conflicts  of  interest  may  exist  between  us and our  officers  and
directors.  Our Officers and Directors  have other  business  interests to which
they devote  their  attention  and may be expected to continue to do so although
management  time should be devoted to our  business.  As a result,  conflicts of
interest may arise that can be resolved  only through  exercise of such judgment
as is  consistent  with  fiduciary  duties  to  us.  See  "Directors,  Executive
Officers, Promoters and Control Persons" (page 24), and "Conflicts of Interest".
(page 25) Our officers are spending- up to 50 hours per week.

We will need additional financing for which we have no commitments, and this may
--------------------------------------------------------------------------------
jeopardize execution of our business plan.
------------------------------------------

We have  limited  funds,  and such funds may not be  adequate  to  carryout  the
business plan. Our ultimate success depends upon our ability to raise additional
capital. We have not investigated the availability,  source, or terms that might
govern  the  acquisition  of  additional  capital  and  will  not do so until it
determines a need for additional  financing.  If we need additional  capital, we
have no assurance that funds will be available from any source or, if available,
that they can be  obtained  on terms  acceptable  to us. If not  available,  our
operations  will be  limited  to those  that  can be  financed  with our  modest
capital.

Our Warrant holders and Option holders may not exercise their purchase rights.
------------------------------------------------------------------------------

It is very unlikely that any security  holder would exercise either our Warrants
or the Options.

We have not set up an escrow to receive proceeds of Warrant or Option exercise.
-------------------------------------------------------------------------------

We do not have any  escrow  provisions,  and we do not  have  any  intention  of
returning  any sale  proceeds to investors  if the maximum  amount is not raised
from sale of any of our shares.

We have a minimal operating history,  so investors have no way to gauge our long
--------------------------------------------------------------------------------
term performance.
-----------------

We were  formed  on April  29,  2005  based  on a  concept  to sell  customized,
professional-quality  playing  cards  via  the  Internet.  As  evidenced  by the
financial  reports we have had minimal revenue.  It must be regarded as a new or
development venture with all of the unforeseen costs,  expenses,  problems,  and
difficulties to which such ventures are subject.  The venture must be considered
highly speculative.

We can make no assurance of success or profitability in the future.
-------------------------------------------------------------------

There  is no  assurance  that we  will  ever  operate  profitably.  There  is no
assurance that we will generate  revenues or profits in the future,  or that the
market price of our Common Stock will be increased thereby.

We will  depend  upon  Management  but we will  have  limited  participation  of
--------------------------------------------------------------------------------
management.
-----------

We  currently  have  three  individuals  who are  serving  as our  officers  and
directors  for up to 50 hours per week.  Our  directors  are also  acting as our
officers.  We  will  be  heavily  dependent  upon  their  skills,  talents,  and
abilities, as well as several consultants to us, to implement our business plan,
and may, from time to time,  find that the inability of the officers,  directors
and consultants to devote their full-time attention to our business results in a
delay in progress toward  implementing our business plan. Because investors will
not  be  able  to  manage  our  business,  they  should  critically  assess  the
information concerning our officers and directors.


                                       7
<PAGE>

Our  Officers  and  Directors  may have  Conflicts  of  Interests  to  Corporate
--------------------------------------------------------------------------------
Opportunities which our Company may not be able or allowed to participate in.
-----------------------------------------------------------------------------

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities which the person leans about through his involvement as an officer
and  director  of another  company.  We have no  intention  of  merging  with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person. (See "Conflicts of Interest" at page
25)

We have agreed to  indemnification  of Officers and  Directors as is provided by
--------------------------------------------------------------------------------
Colorado Statute.
-----------------

Colorado  Revised  Statutes  provide for the  indemnification  of our directors,
officers, employees, and agents, under certain circumstances, against attorney's
fees and other expenses  incurred by them in any litigation to which they become
a party arising from their  association  with or activities our behalf.  We will
also bear the expenses of such  litigation for any of our  directors,  officers,
employees,  or agents, upon such person's promise to repay us therefore if it is
ultimately  determined  that any such  person  shall not have been  entitled  to
indemnification.   This  indemnification  policy  could  result  in  substantial
expenditures by us that we will be unable to recoup.

Our Director's Liability to us and Shareholders is limited.
-----------------------------------------------------------

Colorado Revised  Statutes  exclude personal  liability of our directors and our
stockholders for monetary damages for breach of fiduciary duty except in certain
specified circumstances.  Accordingly, we will have a much more limited right of
action against our directors that  otherwise  would be the case.  This provision
does not affect the liability of any director under federal or applicable  state
securities laws.

We may depend upon Outside  Advisors,  who may not be  available  on  reasonable
--------------------------------------------------------------------------------
terms and as needed.
--------------------

To supplement the business  experience of our officers and directors,  we may be
required to employ accountants,  technical experts,  appraisers,  attorneys,  or
other  consultants  or advisors.  Our Board without any input from  stockholders
will make the selection of any such  advisors.  Furthermore,  it is  anticipated
that such  persons may be engaged on an "as needed"  basis  without a continuing
fiduciary  or other  obligation  to us. In the event we consider it necessary to
hire outside advisors, we may elect to hire persons who are affiliates,  if they
are able to provide the required services.


                                       8
<PAGE>

We have  substantial  competitors who have an advantage over us in resources and
--------------------------------------------------------------------------------
marketing.
----------

We will be in  competition  with other  products  developed and marketed by much
larger corporations, which are better capitalized and have far greater marketing
capabilities than us. We expect to be at a disadvantage when competing with many
firms that have  substantially  greater  financial and management  resources and
capabilities than we do now.

Risk Factors Related to Our Stock

The regulation of penny stocks by SEC and NASD may discourage the tradability of
--------------------------------------------------------------------------------
our securities.
---------------

We are a "penny stock"  company.  None of our securities  currently trade in any
market and, if ever  available for trading,  will be subject to a Securities and
Exchange  Commission rule that imposes special sales practice  requirements upon
broker-dealers  who sell such  securities  to  persons  other  than  established
customers  or  accredited  investors.  For  purposes  of the  rule,  the  phrase
"accredited  investors"  means,  in general terms,  institutions  with assets in
excess of $5,000,000,  or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds  $200,000 (or that, when combined with a
spouse's income,  exceeds $300,000).  For transactions  covered by the rule, the
broker-dealer  must make a special  suitability  determination for the purchaser
and receive the purchaser's  written  agreement to the transaction  prior to the
sale.  Effectively,  this  discourages  broker-dealers  from executing trades in
penny  stocks.  Consequently,  the rule will affect the ability of purchasers in
this  offering  to sell  their  securities  in any  market  that  might  develop
therefore  because  it imposes  additional  regulatory  burdens  on penny  stock
transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules will further affect the ability of owners of shares to sell our securities
in any  market  that  might  develop  for them  because  it  imposes  additional
regulatory burdens on penny stock transactions.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

We will pay no foreseeable dividends in the future.
---------------------------------------------------

We have not paid dividends on our common stock and do not ever anticipate paying
such dividends in the foreseeable future.


                                       9
<PAGE>


While our common stock is listed, there is no assurance of a future market.
---------------------------------------------------------------------------

While our common stock and our units are listed on the over the counter bulletin
board market, neither have traded with any regularity. No assurance can be given
that a market will develop or that a shareholder  ever will be able to liquidate
his  investment  without  considerable  delay,  if at all.  If a  market  should
develop,  the price may be highly  volatile.  Factors such as those discussed in
the "Risk Factors"  section may have a significant  impact upon the market price
of the shares. Due to the low price of our securities,  many brokerage firms may
not be willing to effect  transactions  in our  securities.  Even if a purchaser
finds a broker willing to effect a transaction in our shares, the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of our shares as collateral for any loans.


Rule 144 sales in the future may have a depressive effect on our stock price.
-----------------------------------------------------------------------------

All of the  outstanding  shares of common  stock held by our  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
Shares,  these shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws. We are registering all of our outstanding  shares so officers,
directors and affiliates will be able to sell their shares if this  Registration
Statement becomes effective.  Rule 144 provides in essence that a person who has
held restricted  securities for six months may, under certain  conditions,  sell
every three months, in brokerage transactions,  a number of shares that does not
exceed  the  greater  of 1.0% of a  company's  outstanding  common  stock or the
average  weekly trading volume during the four calendar weeks prior to the sale.
There is no limit on the amount of restricted  securities  that may be sold by a
non-affiliate after the owner has held the restricted securities for a period of
two years.  A sale under Rule 144 or under any other  exemption from the Act, if
available,  or pursuant to subsequent  registration of shares of common stock of
present stockholders,  may have a depressive effect upon the price of the common
stock in any market that may develop.

Our investors may suffer future  dilution due to issuances of shares for various
--------------------------------------------------------------------------------
considerations in the future.
-----------------------------

There may be  substantial  dilution  to our  shareholders  as a result of future
decisions of the Board to issue shares  without  shareholder  approval for cash,
services, or acquisitions.

Our stock  will in all  likelihood  be thinly  traded and as a result you may be
--------------------------------------------------------------------------------
unable  to sell at or near ask  prices or at all if you need to  liquidate  your
--------------------------------------------------------------------------------
shares.
-------

The shares of our common stock,  are  thinly-traded  on the OTC Bulletin  Board,
meaning that the number of persons interested in purchasing our common shares at
or near ask prices at any given time may be  relatively  small or  non-existent.
This situation is attributable  to a number of factors,  including the fact that
we are a small  company  which is relatively  unknown to stock  analysts,  stock
brokers,  institutional  investors and others in the  investment  community that
generate or influence sales volume, and that even if we came to the attention of
such persons,  they tend to be  risk-averse  and would be reluctant to follow an
unproven, early stage company such as ours or purchase or recommend the purchase
of any of our Securities  until such time as we became more seasoned and viable.
As a  consequence,  there may be periods of  several  days or more when  trading
activity in our Securities is minimal or non-existent, as compared to a seasoned
issuer  which  has a large  and  steady  volume of  trading  activity  that will
generally  support  continuous  sales  without an adverse  effect on  Securities
price.  We cannot give you any  assurance  that a broader or more active  public
trading market for our common  Securities will develop or be sustained,  or that
any  trading  levels will be  sustained.  Due to these  conditions,  we can give

                                       10
<PAGE>

shareholders no assurance that they will be able to sell their shares at or near
ask prices or at all if you need money or otherwise  desire to  liquidate  their
Securities of our Company.

Our common stock may be volatile,  which  substantially  increases the risk that
you may not be able to sell your  Securities  at or above the price that you may
pay for the security.

Because of the limited  trading market  expected to develop for our common stock
and because of the possible price  volatility,  you may not be able to sell your
shares of common  stock  when you desire to do so.  The  inability  to sell your
Securities in a rapidly declining market may substantially increase your risk of
loss because of such  illiquidity  and because the price for our  Securities may
suffer greater declines because of our price volatility.

The price of our common  stock that will  prevail in the market may be higher or
lower than the price you may pay. Certain factors,  some of which are beyond our
control, that may cause our share price to fluctuate  significantly include, but
are not limited to the following:

   o    Variations in our quarterly operating results;
   o    Loss of a key relationship or failure to complete significant trans-
        actions;
   o    Additions or departures of key personnel; and
   o    Fluctuations in stock market price and volume.

Additionally,   in  recent   years  the  stock   market  in  general,   and  the
over-the-counter  markets in  particular,  have  experienced  extreme  price and
volume  fluctuations.  In  some  cases,  these  fluctuations  are  unrelated  or
disproportionate to the operating  performance of the underlying company.  These
market and industry factors may materially and adversely affect our stock price,
regardless of our operating  performance.  In the past, class action  litigation
often has been brought against companies  following periods of volatility in the
market price of those companies common stock. If we become involved in this type
of litigation in the future,  it could result in substantial costs and diversion
of  management  attention  and  resources,  which could have a further  negative
effect on your investment in our stock.

Our business is highly speculative and an investment is therefore risky.
------------------------------------------------------------------------

Due to the speculative nature of our business, it is probable that an investment
in our shares will result in a total loss to the investor.  Investors  should be
able to financially bear the loss of their entire investment. Investment should,
therefore,  be limited to that  portion  of  discretionary  funds not needed for
normal living purposes or for reserves for disability and retirement.

No Assurance of Public Market for any our Securities.
-----------------------------------------------------

While our common stock and our units are listed on the over the counter bulletin
board market, neither have traded with any regularity. There can be no assurance
a market will  develop or that  purchasers  will be able to resell  their Common
Stock or  Warrants  at the public  offering  price or without  delay.  No one is
obligated to create or make a market in the Common  Stock or Warrants.  Should a
market for our Securities  develop there is no assurance that such a market will
continue.  In addition,  due to the low price of these Securities many brokerage
firms may not effect  transactions in Common Stock or Warrants and banks may not
accept them as collateral for loans.


                                       11
<PAGE>


ITEM 2. DESCRIPTION OF PROPERTIES

Corporate Offices

We have limited  operations at 2400 Central Avenue,  Suite G, Boulder,  Colorado
80301. We lease the space at a rate of $930 per month per year. The lease on the
space will expire on July 2008.

ITEM 3.  LEGAL PROCEEDINGS

Neither  Tombstone nor any of its officers  and/or  directors is involved in any
litigation.

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

During the year ended  December  31,  2007,  no matters  were  submitted  to the
shareholders for approval, nor did the Company hold a shareholders' meeting.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information
------------------

PRICE RANGE OF COMMON STOCK

The Common Stock is presently traded on the  over-the-counter  market on the OTC
Bulletin  Board  maintained  by  the  Financial  Industry  Regulatory  Authority
("FINRA").  In October 2007,  we began trading on the over the counter  bulletin
board  under the  symbol  "TMCI."  During the  period of  October  2007  through
December 31, 2007, our shares have not traded.

In addition to our common stock,  in October 2007, we began trading our units on
the OTC Bulletin Board. A unit consists of 1 share of our common stock, 1 of our
A Warrants  and 1 of our B  Warrants.  The units  trade on the over the  counter
bulletin  board  under the symbol  "TMCIU".  During  the period of October  2007
through December 31, 2007, our units have not traded.

As of December 31, 2007, there were 36 shareholders of record.  We estimate that
there  are  approximately  25  beneficial  shareholders.  In many  instances,  a
registered stockholder is a broker or other entity holding shares in street name
for one or more customers who beneficially own the shares.

Our transfer  agent is Corporate  Stock  Transfer,  Inc. at 3200 S. Cherry Creek
Dr., Suite 430, Denver, Colorado 80209.

Dividends
---------

As of the  filing  of this  annual  report,  we have not paid any  dividends  to
shareholders.  There are no  restrictions  which  would limit our ability to pay
dividends  on common  equity  or that are  likely  to do so in the  future.  The
Colorado  Revised  Statutes,  however,  do prohibit us from declaring  dividends
where, after giving effect to the distribution of the dividend;  we would not be
able to pay our debts as they become due in the usual course of business; or our
total assets would be less than the sum of the total liabilities plus the amount
that would be needed to satisfy the rights of shareholders who have preferential
rights superior to those receiving the distribution.

                                       12
<PAGE>

Penny Stock
-----------

Penny Stock Regulation  Broker-dealer  practices in connection with transactions
in "penny  stocks" are  regulated  by certain  penny stock rules  adopted by the
Securities and Exchange Commission. Penny stocks generally are equity securities
with a price of less than $5.00.  Excluded from the penny stock  designation are
securities  registered  on certain  national  securities  exchanges or quoted on
NASDAQ,  provided  that  current  price and volume  information  with respect to
transactions  in such securities is provided by the  exchange/system  or sold to
established customers or accredited investors.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from the  rules,  to deliver a  standardized  risk
disclosure  document that provides  information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and its salesperson in connection with the  transaction,  and the
monthly account  statements showing the market value of each penny stock held in
the customer's  account.  In addition,  the penny stock rules generally  require
that prior to a  transaction  in a penny stock,  the  broker-dealer  must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.

These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock  rules.  As our  securities  have become  subject to the penny stock
rules, investors may find it more difficult to sell their securities.

Stock Option Plan
-----------------

We have a Stock  Option  Plan.  As of December  31,  2007,  450,000  options are
outstanding  under the 2006 Tombstone Card, Inc. Option Plan. A total of 450,000
options are  exercisable at December 31, 2007,  under the plan.  During the year
ended December 31, 2007, we issued 300,000 options under the 2006 Option Plan to
third parties and one  employee.  We have  reserved  1,000,000  shares of common
stock for issuance under the 2006 Tombstone Card,  Inc. Option Plan.  During the
years ended December 31, 2007 and 2006,  there were no actions taken to re-price
any options held by any officers, directors or employees.

ITEM 6.  MANAGEMENTS' DISCUSSION AND ANALYSIS

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements  and notes  thereto  and the other  financial  information
included  elsewhere in this report.  This  discussion  contains  forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially  from those  anticipated  in these  forward  looking  statements as a
result of any number of factors,  including those set forth under "Risk Factors"
on page 15 and elsewhere in this report.

PLAN OF OPERATIONS
------------------

We  organized  in April  2005 and since our  organization,  we have had  limited
operations.  Our  operational  efforts  have focused the  structure  and capital
formation of the Company.  During the year ended  December 31, 2007, we put into
place a  management  team and have  secured  capital  to being the launch of the
Company's business plan to manufacture and market customized playing cards.

If business volume supports it, we anticipate  adding 5 more employees  bringing
our total  staffing to 9  employees.  These  staff  additions  will  necessitate
purchasing additional computers, software, furniture and office materials.

                                       13
<PAGE>

In July of 2007, our web site went live with our proprietary design tool and the
e-commerce   functionality  needed  to  support  sales  over  the  Internet.  We
instituted a "soft rollout" in order to test the  functionality  and performance
of the system.  Based on results and feedback,  we have made  modifications  the
site and our processes.  We also have taken the results from our sales analysis,
combined  with our PR and media  research and  determine  placement of our first
spot buys in poker magazines.

In  December  of 2007,  we created  our  Tombstone  Technologies  Division  (the
Technology Division). The Technology Division was created in order to handle the
development, marketing and licensing of our proprietary OIEPrint(TM) software, a
web to print  template  driven  application.  On December 27,  2007,  we filed a
provisional  patent  application  with the United  States  Patent and  Trademark
Office (USPTO) titled  Internet  Application  for the Design of High  Resolution
Digital Graphics.

RESULTS OF OPERATIONS
---------------------

For the Year Ended  December  31, 2007  Compared to the Year Ended  December 31,
2006

During the year ended December 31, 2007, we recognized  revenues of $43,759 from
the sale of our custom playing  cards.  During the year ended December 31, 2006,
we did not recognize any revenues from our operations.

In  connection  with the $43,759 in revenue  during the year ended  December 31,
2007,  we incurred  cost of sales of $22,886 and  recognized  a gross  profit of
$20,873.

During the year ended December 31, 2007, we incurred general and  administrative
expenses of $385,244  compared to $181,206  during the year ended  December  31,
2006.  The  increase of $204,038  was due in part to our  increased  operational
activities  compared to the prior period.  During December 31, 2007, general and
administrative  expenses include stock based  compensation  expenses of $48,205,
advertising  expenses  of  $32,275,  accounting  expenses  $27,555  and  payroll
expenses of $95,000.

During the year ended  December  31,  2007,  we  incurred a net loss of $342,425
compared to a net loss of $173,692 for the year ended  December  31,  2006.  The
increase  of  $173,512  was  due  to  the  $204,038   increase  in  general  and
administrative  expenses  which was  offset by the gross  profit of $20,873 as a
result of sales of our product during the year.

During the year ended  December 31, 2007,  we recognized a net loss per share of
$0.11  compared to a net loss per share of $0.09 per share during the year ended
December 31, 2006.

LIQUIDITY
---------

At December 31,  2007,  we had cash and cash  equivalents  of $313,498 and total
current assets of $334,305 and current  liabilities  of $3,018.  At December 31,
2007, current assets exceed current liabilities by $331,287.

Net cash used in operating  activities  during the year ended  December 31, 2007
was $293,450,  compared to net cash used in operating activities during the year
ended  December 31, 2006 of $159,005.  During the year ended  December 31, 2007,
the net cash used  represented  a net loss of  $342,425,  adjusted  for  certain
non-cash items consisting of sock based compensation of $48,205 and depreciation
expense of $8,168.

During the year ended  December 31, 2006,  the net cash used  represented  a net
loss of $168,733,  adjusted  certain  non-cash  items  consisting of contributed
services  of  $10,000,  stock based  compensation  of $13,825  and  depreciation
expense of $825.

                                       14
<PAGE>

During the year ended  December  31,  2007,  we used cash of $27,453 to purchase
equipment.  During the year ended  December 31, 2006, we used cash of $17,186 to
purchase equipment.

During the year ended  December 31, 2006, we received  $865,000 cash through the
sale of shares of our  common  stock and  incurred  offering  costs of  $60,695.
During the year ended  December 31, 2006,  we received net cash of $804,305 from
financing activities.

Capital Resources

We have no material  commitments for capital  expenditures within the next year,
however if operations continue to expand,  substantial capital will be needed to
pay for  participation,  investigation,  exploration,  acquisition  and  working
capital.

ITEM 7. FINANCIAL STATEMENTS

The  Financial  Statements  for the year ended  December  31, 2007 are  included
herein on page F-1.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

During  the year ended  December  31,  2007,  we had no  disagreements  with our
Independent Registered Public Accounting Firm, Cordovano and Honeck LLP.

ITEM 8A. CONTROLS and PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As  required  by SEC Rule  15d-15(b),  our  Chief  Executive  Officer  and Chief
Financial  Officer carried out an evaluation  under the supervision and with the
participation  of  our  management,  of the  effectiveness  of  the  design  and
operation of our  disclosure  controls and  procedures  pursuant to Exchange Act
Rule  15d-14 as of the end of the period  covered by this  report.  Based on the
foregoing  evaluation,  our Chief Executive  Officer and Chief Financial Officer
have  concluded  that our  disclosure  controls and  procedures are effective in
timely  alerting  them to  material  information  required to be included in our
periodic SEC filings and to ensure that information  required to be disclosed in
our periodic SEC filings is  accumulated  and  communicated  to our  management,
including our Chief  Executive  Officer and Chief  Financial  Officer,  to allow
timely decisions  regarding required disclosure as a result of the deficiency in
our internal control over financial reporting discussed below.


                                       15
<PAGE>


ITEM 8A(T).   CONTROLS AND PROCEDURES

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

         (i)        pertain to the  maintenance  of records  that, in reasonable
                    detail,  accurately and fairly reflect the  transactions and
                    dispositions of our assets;

         (ii)       provide reasonable  assurance that transactions are recorded
                    as necessary to permit preparation

         (iii)      provide reasonable  assurance regarding prevention or timely
                    detection of unauthorized

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over financial  reporting is as of the year ended December 31,
2007. We believe that internal control over financial reporting is effective. We
have not identified any, current material weaknesses  considering the nature and
extent of our current operations and any risks or errors in financial  reporting
under current operations.

This  annual  report  does not include an  attestation  report of the  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter ended December 31, 2007 that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.






                                       16
<PAGE>


                                    PART III

ITEM 9. DIRECTORS,  EXECUTIVE  OFFICERS,  AND CONTROL  PERSONS:  COMPLIANCE WITH
SECTION 16 (a) OF THE EXCHANGE ACT

At December 31, 2007,  our officers and directors  were the  individuals  listed
below:

                         Age                                             Term
--------------------------------------------------------------------------------
John N. Harris            61    President and Director                  Annual
Neil A. Cox               58    Chief Financial  Officer and            Annual
William H. Reilly         54    Chief     Operations     and            Annual

John N. Harris, 60, President and Director

Mr. Harris began his career in the securities industry in 1971 with Newhard Cook
& Co.,  a St.  Louis  based  NYSE  member  firm.  Licensed  both as a broker and
principal,  he ultimately  managed  brokerage  offices for several regional NASD
brokerage firms. Since 1985, he has been self-employed as a business  consultant
and as a  private  investor.  For  the  last 5  years  Mr.  Harris  has  been an
independent financial consultant.  Mr. Harris brings us experience in the public
securities market.

Neil A. Cox, 57, Chairman of the Board and Chief Financial Officer.

Mr.  Cox has more than 30 years'  experience  in the  securities  and  financial
industry.  He brings  enthusiasm,  energy,  and a solid base of understanding in
acquisitions, strategic planning, and public and private financing. Mr. Cox is a
former  officer and director of a regional  broker-dealer  and has been involved
with structuring,  financing,  and investment  banking  activities for dozens of
companies.  In 1999,  as chief  financial  officer  of  IDMedical.com,  Mr.  Cox
coordinated  the efforts for the  company to become a publicly  traded  software
company that tried to pioneer computerized medical records on the Internet.  Mr.
Cox  received a Bachelor  of Business  Administration  (BBA) from West Texas A&M
University (formerly known as West Texas State University) in 1971. He served in
the  United  States  Army as an  Infantry  Lieutenant,  and is  also a  licensed
insurance broker. Mr. Cox had been self-employed with Rocky Mountain  Securities
and  Investments,  Inc.  until  2002,  a  registered  broker-dealer;   and  from
2002-2004,  Mr. Cox was  self-employed  with  Moloney  Securities  Co.,  Inc., a
registered broker-dealer.  Since 2004, Mr. Cox has been an independent insurance
broker  (Life,  Health,  & Accident)  who has  represented  many Life and Health
Insurance Companies and is also an independent business consultant.

William H. Reilly,  53, Chief Operations  Officer/Chief  Technology  Officer and
Director

Mr.  Reilly has spent the past 25 years  working with  technology  in support of
communications  and business  operations.  He  co-founded  the  Frontline  Group
Technology  Center,  where he guided  day-to-day  operations as chief  operating
officer.  He also  served as the  parent  company's  chief  technology  officer,
overseeing the  installation of one of the nation's first VoIP systems,  serving
14  offices in 11  states.  After  three  years he  started  his own  consulting
business,  offering  services to young  companies  that wanted to establish  the
necessary systems to support measured and profitable growth, including strategic
marketing,  consultative  sales,  and customer  service  support.  He earned his
undergraduate  degree  at Wilkes  College  in  Pennsylvania  and  completed  his
postgraduate work at Montclair State  University.  Mr. Reilly has headed his own
consulting company,  MountainTop Back Office, since 2002 and provides technology
integration and marketing services to established companies.

                                       17
<PAGE>

Our officers are spending up to 50+ hours per week on our business at this time.

CONFLICTS OF INTEREST - GENERAL.

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of businesses.  Thus,  there exist  potential  conflicts of
interest   including,   among  other  things,   time,  efforts  and  corporation
opportunity,  involved in participation with such other business entities. While
each  officer  and  director of our  business is engaged in business  activities
outside of our  business,  they devote to our business such time as they believe
to be necessary.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities  which the person  learns  about  through  his  involvement  as an
officer and director of another company. We have no intention of merging with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a)  of  the  Securities  Exchange  Act  requires  our  Officers  and
Directors, and persons who own more than 10% of a registered class of our equity
securities,  to file reports of ownership and changes in ownership with the SEC.
Officers,  directors  and  greater  than 10%  shareholders  are  required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. Based
solely on our review of copies of such  reports  received,  and  representations
from certain  reporting  persons,  we believe that, during the fiscal year ended
December  31, 2007,  all Section  16(a) filing  requirements  applicable  to our
officers,  directors  and  greater  than 10%  beneficial  owners  were  filed in
compliance with all applicable requirements.



                                       18
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth certain information concerning  compensation paid
by the Company to the President  and the  Company's two most highly  compensated
executive  officers  for the fiscal year ended  December  31, 2007 and 2006 (the
"Named Executive Officers"):

<TABLE>
<CAPTION>

                              SUMMARY EXECUTIVES COMPENSATION TABLE

----------------- ------ --------- ------- --------- --------- --------------- -------------- --------------- --------
                                                                 Non-equity    Non-qualified
                                                                 incentive       deferred
                                           Stock     Option         plan       compensation     All other
                          Salary   Bonus    awards    awards    compensation     earnings      compensation    Total
Name & Position   Year     ($)      ($)      ($)       ($)          ($)             ($)            ($)          ($)
----------------- ------ --------- ------- --------- --------- --------------- -------------- --------------- --------
<S>               <C>    <C>       <C>     <C>       <C>       <C>             <C>            <C>             <C>

John     Harris,  2007    36,000     0        0         0            0               0              0         36,000
President(1)      2006    18,000   3,000      0         0            0               0              0         21,000
----------------- ------ --------- ------- --------- --------- --------------- -------------- --------------- --------

Neil Cox,  Chief  2007    36,000     0        0         0            0               0              0         36,000
----------------- ------ --------- ------- --------- --------- --------------- -------------- --------------- --------

William  Reilly,  2007    42,000     0        0         0            0               0              0         42,000
----------------- ------ --------- ------- --------- --------- --------------- -------------- --------------- --------
</TABLE>


(1) Payroll was made for the months of July-December 2006,  therefore the actual
salaries  paid  were:  Neil  Cox-$18,000,   John   Harris-$18,000   and  William
Reilly-$21,000, and Messrs. Cox and Harris each received a $3,000 bonus, and Mr.
Reilly received a $3,500 bonus. The executives forgave any salary obligation for
January - June of 2006 in  consideration  of the  bonus  paid in August of 2006.
Messrs. Harris and Cox each forwent $15,000, and Mr. Reilly forwent $17,500.

The President,  CFO and COO/CTO  contributed  their  management  services to our
business until June 30, 2006, and were not paid until August 2006. The President
and CFO were paid for July 2006 and August 2006 at the rate of $3,000 per month.
The  COO/CTO  was paid for July 2006 and  August  2006 at the rate of $3,500 per
month.  The  President  and CFO were paid a bonus also of $3,000  for  deferring
salaries until August 2006 and the COO/CTO  (William Reilly) was paid a bonus of
$3,500 for deferring salaries until August 2006.

(2) Mr. Reilly was issued an option to purchase  100,000 shares of the Company's
common stock.  The option has an exercise price of $0.55 per share and a term of
3 years expiring in August 2009.  The value of the option was  determined  using
the exercise price.







                                       19
<PAGE>



                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth certain information concerning outstanding equity
awards held by the President and our most highly compensated  executive officers
for the fiscal year ended December 31, 2007 (the "Named Executive Officers"):

<TABLE>
<CAPTION>

                           Option Awards Stock awards
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------
                                                                                                            Equity
                                                                                                            incentive
                                       Equity                                                               plan
                                       incentive                                                Equity      awards:
                                       plan                                                     incentive   Market
                                       awards:                                                  plan        or
              Number of    Number of   Number of                          Number     Market     awards:     payout
              securities  securities   securities                         of         value of   Number of   value of
              underlying  underlying   underlying                         shares     shares     unearned    unearned
              unexercised unexercised  unexercised Option      Option     or units   of units   shares,     shares,
              options       options    unearned    exercise    expiration of stock   of stock   units or    units or
    Name      (#)             (#)       options      price       date     that       that       other       others
              exercisable unexercisable   (#)         ($)                 have not   have not   rights      rights
                                                                           vested     vested    that have   that
                                                                             (#)        ($)     not         have not
                                                                                                vested (#)   vested
                                                                                                               ($)
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------
<S>           <C>         <C>          <C>         <C>         <C>        <C>        <C>        <C>         <C>

John              0            0           0           0           0          0          0          0           0
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------

Neil Cox,         0            0           0           0           0          0          0          0           0
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------

William        100,000         0           0          0.55     Aug..          0          0          0           0
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------
</TABLE>


                              DIRECTOR COMPENSATION

The following table sets forth certain information concerning  compensation paid
to our directors for services as directors,  but not including  compensation for
services as officers  reported in the "Summary  Executives  Compensation  Table"
during the year ended December 31, 2007:

<TABLE>
<CAPTION>

                                                                           Non-qualified
                                                             Non-equity      deferred
                 Fees earned                                 incentive     compensation     All other
                  or paid in      Stock         Option          plan         earnings     compensation      Total
     Name            cash       awards ($)    awards ($)    compensation        ($)            ($)           ($)
                     ($)                                        ($)
---------------- ------------- ------------- ------------- --------------- -------------- -------------- -------------
<S>              <C>           <C>           <C>           <C>             <C>            <C>            <C>

John Harris         $ -0-         $ -0-         $ -0-          $ -0-           $ -0-          $ -0-         $ -0-
---------------- ------------- ------------- ------------- --------------- -------------- -------------- -------------

Neil Cox            $ -0-         $ -0-         $ -0-          $ -0-           $ -0-          $ -0-         $ -0-
---------------- ------------- ------------- ------------- --------------- -------------- -------------- -------------

William Reilly      $ -0-         $ -0-          $-0-          $ -0-           $-0-           $ -0-         $ -0-
---------------- ------------- ------------- ------------- --------------- -------------- -------------- -------------
</TABLE>

All of our  officers  and/or  directors  will  continue  to be  active  in other
companies.  All officers and directors  have retained the right to conduct their
own independent business interests.

It is  possible  that  situations  may arise in the  future  where the  personal
interests of the officers and directors may conflict  with our  interests.  Such
conflicts could include  determining  what portion of their working time will be
spent on our business and what portion on other business  interest.  To the best
ability and in the best judgment of our officers and directors, any conflicts of
interest  between us and the personal  interests  of our officers and  directors
will be  resolved  in a fair  manner  which  will  protect  our  interests.  Any

                                       20
<PAGE>

transactions  between us and entities affiliated with our officers and directors
will be on terms  which are fair and  equitable  to us.  Our Board of  Directors
intends to continually review all corporate  opportunities to further attempt to
safeguard against conflicts of interest between their business interests and our
interests.

Directors receive no compensation for serving.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

The following  table sets forth  certain  information  regarding the  beneficial
ownership of outstanding shares of the Company's common stock as of December 31,
2007 on a fully  diluted  basis,  by (a) each person known by the Company to own
beneficially  5% or more of the  outstanding  shares  of common  stock,  (b) the
Company's directors,  Chief Executive Officer and executive officers whose total
compensation  exceeded  $100,000 for the last fiscal year, and (c) all directors
and executive officers of the Company as a group.

<TABLE>
<CAPTION>

        Title of Class              Name and Address of         Amount and Nature of          Percent of Class(1)
                                     Beneficial Owner             Beneficial Owner
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>

                                John Harris
                                President & Director
        Common shares           PO Box 1547
                                Lyons, CO 80540                        500,000                       6.36%

        Common shares           Neil Cox                               500,000                       6.36%
                                CFO & Director
                                5380 Highlands Drive
                                Longmont, CO 80503

        Common shares           William H. Reilly(2)                   125,000                       1.59%
                                COO/CTO & Director
                                4859 Dakota Blvd
                                Boulder, CO 80304

        Common shares           Capital Merchant Bank(3)               600,000                       7.63%
                                600 N. Bradley Road
                                Lake Forest, IL 60045

                                Michael J. Keate(4)
        Common shares           7841 Marguette Dr. South
                                Tinley Park, IL 60477                  600,000                       7.63%

        Common shares           Roland Rosenboom(5)                    600,000                       7.63%
                                585 S. Main St.
                                Clifton, IL 60927

        Common shares           James Scanlon(6)                       600,000                       7.63%
                                9048 W. 5000 South Rd
                                Herscher, IL 60941

        Common shares           Mike Scanlon(7)                        600,000                       7.63%
                                2316 Sunset View Rd
                                Kankakee, IL 60901


                                                             ---------------------------- ----------------------------

                                       21
<PAGE>

All  Directors  and  Executive
Officers   as   a   Group   (3
persons)                                                              1,125,000                     14.31%
</TABLE>


(1)      Based upon 3,230,000  shares of common stock issued and  outstanding on
         December 31, 2007, warrants  exercisable for 4,180,000 shares of common
         stock and options exercisable for 450,000 shares of common stock, there
         would be 7,860,000  shares of our common stock issued and  outstanding,
         on a fully diluted basis.
(2)      Consists of 25,000 shares of common stock and an option exercisable for
         100,000 shares of common stock.
(3)      The Capital Merchant Bank holds these 600,000 warrants beneficially for
         Joseph Kurczodyna.
(4)      Consists of 200,000 shares of common stock and warrants exercisable for
         400,000 shares of common stock.
(5)      Consists of 200,000 shares of common stock and warrants exercisable for
         400,000 shares of common stock.
(6)      Consists of 200,000 shares of common stock and warrants exercisable for
         400,000 shares of common stock.
(7)      Consists of 200,000 shares of common stock and warrants exercisable for
         400,000 shares of common stock.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the stock transactions  discussed prior, we have not entered into any
transaction  nor  are  there  any  proposed  transactions  in  which  any of our
founders,  directors,  executive  officers,  shareholders  or any members of the
immediate  family of any of the foregoing had or is to have a direct or indirect
material interest.

We had engaged as a consultant  Capital  Merchant Banc under an Agreement  which
provides  for the vesting of 600,000  Warrants  to purchase  Shares at $0.55 per
Share based upon performing  consulting services for which it is paid $3,000 per
month. When vested Capital Merchant Banc could acquire an amount of Shares equal
to 15.66% of the issued and  outstanding  Common  Stock prior to exercise of any
Warrants. These Warrants expire August 31, 2009, with an Option to acquire a new
two year Warrant at $0.55 for 600,000 if the stock price has not closed at $0.50
for 30 days.  Capital  Merchant Banc Warrants are vested upon  completion of the
consulting  services for: 1. Product Public Relations Program;  2. Sales Program
design; 3. Corporate  Awareness Program and structure advice which we deem to be
substantially complete.

The President,  CFO and COO/CTO  contributed  their  management  services to our
business  until June 30, 2006. The President and CFO were paid for July 2006 and
August  2006 at the rate of $3,000  per month in  August  2006,  plus a bonus of
$3,000 for deferring  payment  until August 2006.  The COO/CTO was paid for July
2006 and  August  2006 at the rate of $3,500  per month in August  2006,  plus a
bonus of $3,000 for deferring payment until August 2006.



                                       22
<PAGE>

                                     PART IV

ITEM 13.  INDEX TO EXHIBITS

The following is a complete  list of exhibits  filed as part of this Form 10KSB.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-B.

--------- ------------------------------------------------------------------ ---
 Number                                Description
  3.1     Articles of Incorporation.                                          1
  3.2     Articles of Amendment - Name Change                                 1
  3.3     Bylaws of Tombstone Cards, Inc.                                     1
  10.1    "A" Warrant Form                                                    1
  10.2    "B" Warrant Form                                                    1
  10.3    Capital Merchant Banc Warrant Form                                  1
  10.4    Employee Stock Warrant Form                                         1
  10.5    William H. Reilly Warrant Form                                      1
  10.6    Dale Stonedahl Warrant Form                                         1
  10.7    Revised Garden State Securities Warrant Form                        1
  10.8    Consulting Agreement with Capital Merchant Banc, LLC                1
  10.9    Garden State Securities Finder's Fee Agreement                      1
 10.10    2006 Tombstone Cards, Inc. Option Plan                              1
  31.1    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act    *
  32.1    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act    *
--------- ------------------------------------------------------------------ ---

(1)  Filed as an exhibit to the  Registration  Statement No.  333-138184 on Form
     SB-2, filed with the SEC on October 23, 2006.
  * Filed herewith.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

We incurred $22,016 audit fees with our Independent  Registered  Public Auditing
Firm,  Cordovano  and  Honeck  LLP,  during  the year ended  December  31,  2007
($14,673,  during  the fiscal  year ended  2006) in respect of the audit for the
fiscal years ended December 31, 2007 and 2006.

Tax Fees

We did not incur  any tax fees  with our  current  auditor,  in the years  ended
December 31, 2007 and 2006.

All Other Fees

We incurred no other fees with our auditor.

It is the role of the Audit Committee,  or in the absence of an audit committee,
the Board of Directors,  to consider whether,  and determine that, the auditor's
provision  of  non-audit  services  would be  compatible  with  maintaining  the
auditor's independence.




                                       23
<PAGE>

                              TOMBSTONE CARDS, INC.

                              Financial Statements
                                December 31, 2007

     (With Report of Independent Registered Public Accounting Firm Thereon)


<PAGE>



             Report of Independent Registered Public Accounting Firm





The Board of Directors and Shareholders
Tombstone Cards, Inc.:


We have audited the accompanying  balance sheet of Tombstone  Cards,  Inc. as of
December  31,  2007,  and the  related  statements  of  operations,  changes  in
shareholders'  equity,  and cash  flows  for each of the  years in the  two-year
period  ended   December  31,  2007.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Tombstone Cards,  Inc. as of
December 31, 2007, and the results of its operations and its cash flows for each
of the years in the two-year  period ended December 31, 2007, in conformity with
accounting principles generally accepted in the United States of America.


/s/ Cordovano and Honeck LLP
Cordovano and Honeck LLP
Englewood, Colorado
March 17, 2008


                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                                     TOMBSTONE CARDS, INC.
                                         Balance Sheet
                                       December 31, 2007

<S>                                                                                 <C>
Assets
Current assets
    Cash and cash equivalents.......................................................$            313,498
    Accounts receivable, net........................................................               9,256
    Inventory, at cost..............................................................              10,057
    Prepaid expenses................................................................               1,494
                                                                                    ---------------------
               Total current assets.................................................             334,305
    Equipment, net of accumulated depreciation of $15,481...........................              42,414
                                                                                    ---------------------

               Total assets.........................................................$            376,719
                                                                                    =====================

                             Liabilities and Shareholders' Equity
Current liabilities:
    Accounts payable and accrued liabilities........................................$                578
    Deferred revenue................................................................                 448
    Current portion - capital lease obligation......................................               1,992
                                                                                    ---------------------

               Total current liabilities............................................               3,018

Capital lease obligation, less current portion......................................               4,776
                                                                                    ---------------------

               Total liabilities....................................................               7,794
                                                                                    ---------------------

Shareholders' equity
    Common stock....................................................................             816,305
    Additional paid-in capital......................................................              82,030
    Deficit accumulated during development stage....................................            (529,410)
                                                                                    ---------------------

               Total shareholders' equity...........................................             368,925
                                                                                    ---------------------

               Total liabilities and shareholders' equity...........................$            376,719
                                                                                    =====================
</TABLE>


                 See accompanying notes to financial statements
                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                                     TOMBSTONE CARDS, INC.
                                    Statements of Operations

                                                                            For the Year                    (Inception)
                                                                               Ended                          Through
                                                                            December 31,                    September 30,
                                                                           ------------------------------
                                                                               2007            2006             2007
                                                                           --------------  ---------------------------------
<S>                                                                      <C>             <C>                <C>
Sales....................................................................$      43,759   $         --               43,759
Cost of sales............................................................       22,886             --               22,886
                                                                           --------------  ---------------------------------
    Gross profit.........................................................       20,873             --               20,873
Expenses
    Selling, general and administrative expenses.........................      385,244         181,206             564,702
                                                                           --------------  -------------------------------

              Loss from operations.......................................     (364,372)       (181,206)           (543,830)
Other income
    Interest income......................................................       21,947          12,473              34,420
                                                                           --------------  ---------------------------------

              Loss before income taxes...................................     (342,425)       (168,733)           (509,410)

Income tax provision.....................................................          --               --                  --
                                                                           --------------  ---------------------------------

              Net loss...................................................$    (342,425) $     (168,733)           (509,410)
                                                                           ==============  =================================

Basic and diluted loss per share.........................................$       (0.11) $        (0.09)
                                                                           ==============  ==============

Basic and diluted weighted average
    common shares outstanding............................................    3,230,000       1,845,111
                                                                           ==============  ==============
</TABLE>










                         See accompanying notes to financial statements
                                              F-4

<PAGE>

<TABLE>
<CAPTION>

                                     TOMBSTONE CARDS, INC.
                          Statement of Change in Shareholders' Equity

                                                                                                 Deficit
                                                                                               Accumulated
                                                                             Additional           During
                                               Common Stock                   Paid-in          Development
                                    -----------------------------------
                                        Shares             Amount             Capital             Stage              Total
                                    ----------------   ----------------   -----------------  -----------------  -----------------
<S>                                 <C>                <C>               <C>                 <C>                <C>
Balance at April 29, 2005
  (inception).......................           --      $         --      $          --       $        --        $       --

  July and August 2005,
    sale of common stock
    at $0.01 per share,
    net of $3,000 in
    offering costs..................     1,500,000             12,000                 --                --             12,000
  Contributed services by
    founders........................           --                  --              10,000               --             10,000
  Net loss..........................           --                  --                 --            (18,252)          (18,252)
                                     ----------------   ----------------   -----------------  -----------------  -----------------

Balance at December 31, 2005........     1,500,000             12,000              10,000           (18,252)            3,748
  April through September
    2006, sale of common
    stock at $0.50 per
    share, net of $60,695
    offering costs..................     1,730,000            804,305                 --                --            804,305
  May 2006, stock options
    granted.........................           --                  --               4,800               --              4,800
  August 2006, stock options
    and warrants vested.............           --                  --               9,025               --              9,025
  Contributed services by
    founders........................           --                  --              10,000               --             10,000
  Net loss..........................           --                  --                 --           (168,733)         (168,733)
                                     ----------------   ----------------   -----------------  -----------------  -----------------

Balance at December 31, 2006........     3,230,000            816,305              33,825          (186,985)          663,145
  Stock options and warrants
    vested..........................           --                  --              48,205               --             48,205
  Net loss..........................           --                  --                 --           (342,425)         (342,425)
                                     ----------------   ----------------   -----------------  -----------------  -----------------

Balance at December 31, 2007........     3,230,000      $     816,305      $       82,030     $    (529,410)     $    368,925
                                     ================   ================   =================  =================  =================
</TABLE>


                         See accompanying notes to financial statements
                                              F-5

<PAGE>

<TABLE>
<CAPTION>

                                  TOMBSTONE CARDS, INC.
                                 Statements of Cash Flows

                                                                             For the Year
                                                                                Ended
                                                                             December 31,
                                                                --------------------------------------

                                                                      2007                2006
                                                                -----------------  -------------------
<S>                                                             <C>                <C>
Cash flows from operating activities:
    Net loss................................................    $      (342,425)   $         (168,733)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
    Contributed services....................................                --                 10,000
    Stock-based compensation................................             48,205                13,825
    Depreciation Expense....................................              8,168                   825
      Change in operating assets and liabilities:
        Decrease (increase) in accounts receivable..........             (9,256)                  --
        Decrease (increase) in prepaid expenses.............              7,918                (9,412)
        Decrease (increase) in inventory....................             (4,760)               (5,297)
        Decrease in accounts payable........................             (1,299)                 (213)
                                                                -----------------  -------------------
               Net cash flows used in
                 operating activities.......................           (293,450)             (159,005)
                                                                -----------------  -------------------

Cash flows from investing activities:
    Purchase of property and equipment......................            (27,453)              (17,186)
                                                                -----------------  -------------------
               Net cash flows used in
                 investing activities.......................            (27,453)              (17,186)
                                                                -----------------  -------------------
Cash flows from financing activities:
    Proceeds from sale of common stock......................               --                 865,000
    Payments for stock offering costs.......................               --                 (60,695)
                                                                -----------------  -------------------
               Net cash flows provided by
                 financing activities.......................               --                 804,305
                                                                -----------------  -------------------

                 cash equivalents...........................           (320,902)              628,114

Cash and cash equivalents:
    Beginning of period.....................................            634,400                 6,286
                                                                -----------------  -------------------

    End of period...........................................    $       313,498    $          634,400
                                                                =================  ===================
Supplemental disclosure of cash flow information:
    Cash paid during the period for:
      Income taxes..........................................    $          --      $            --
                                                                =================  ===================
      Interest..............................................    $          --      $            --
                                                                =================  ===================
    Noncash investing and financing transactions:
      Equipment acquired under capital lease................    $         6,768    $             --
                                                                =================  ===================
</TABLE>


                         See accompanying notes to financial statements
                                              F-6

<PAGE>


                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

         (1)      Summary of Significant Accounting Policies

Organization and Basis of Presentation

     Tombstone Cards, Inc.  (referenced as "we", "us", "our" in the accompanying
     notes) was incorporated in the State of Colorado on April 29, 2005. We were
     organized  to  engage  in  the  business  of   manufacturing   and  selling
     personalized playing cards.

Development Stage Company

During 2007, we emerged from the development stage.

Use of Estimates

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities at the date of financial  statements and the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could differ from those estimates.

Cash and Cash Equivalents

We consider all highly  liquid  securities  with  original  maturities  of three
months  or less when  acquired  to be cash  equivalents.  We had  $304,489  cash
equivalents at December 31, 2007.

Accounts Receivable:

The  allowance  for doubtful  accounts,  which is $-0- at December 31, 2007,  is
based on an assessment of the collectibility of customer accounts. We review the
allowance by considering factors such as historical experience,  credit quality,
age of the accounts  receivable  balances,  and current economic conditions that
may affect a customer's ability to pay.

Inventories

Inventories  are stated at the lower of cost  (determined on an average cost) or
market value.

Equipment

Equipment  is recorded  at cost.  Expenditures  that extend the useful  lives of
equipment are capitalized.  Repairs, maintenance and renewals that do not extend
the useful lives of the  equipment  are expensed as  incurred.  Depreciation  is
provided on the straight-line method over 3 years.

Long-lived assets

Long-lived  assets  include  property  and  equipment,  equity  investments  and
intangible assets. Whenever events or changes in circumstances indicate that the
carrying  amounts of long-lived  assets may not be recoverable,  we estimate the
future cash flows, undiscounted and without interest charges, expected to result
from the use of those assets and their eventual  disposition.  If the sum of the
expected future cash flows is less than the carrying amount of those assets,  we
recognize an impairment loss based on the excess of the carrying amount over the
fair value of the assets.

Financial Instruments

The  Company  has  determined,   based  on  available  market   information  and
appropriate  valuation  methodologies,  that  the fair  value  of its  financial
instruments  approximates  carrying value. The carrying amounts of cash and cash
equivalents,  and accounts payable  approximate fair value due to the short-term
maturity of the instruments.


Income Taxes

We account for income taxes under the provisions of SFAS No. 109, Accounting for
Income  Taxes  (SFAS  109).  SFAS  109  requires  recognition  of  deferred  tax
liabilities and assets for the expected  future tax  consequences of events that

                                      F-7

<PAGE>

                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

have been  included  in the  financial  statements  or tax  returns.  Under this
method,  deferred  tax  liabilities  and  assets  are  determined  based  on the
difference  between  the  financial  statement  and  tax  bases  of  assets  and
liabilities  using  enacted  tax  rates in  effect  for the  year in  which  the
differences are expected to reverse.

Advertising

All  advertising  costs are  expensed as  incurred.  Advertising  expenses  were
$32,275 and $11,667  respectively,  for the years  ended  December  31, 2007 and
2006, respectively.


Earnings (Loss) per Common Share

Basic  earnings  per share is computed by dividing  income  available  to common
shareholders  (the  numerator) by the  weighted-average  number of common shares
(the denominator) for the period.  The computation of diluted earnings per share
is similar to basic earnings per share, except that the denominator is increased
to  include  the  number  of  additional  common  shares  that  would  have been
outstanding if potentially dilutive common shares had been issued.

At December 31, 2007, there were no variances between basic and diluted loss per
share as the  impact  of the  4,570,000  options,  warrants  and  warrant  units
outstanding would have been anti-dilutive.

Share-Based Payment

In December  2004,  the FASB  issued FASB  Statement  No.  123(R),  "Share-Based
Payment",  which is a  revision  to FASB  Statement  No.  123,  "Accounting  for
Stock-Based  Compensation"  (FASB 123).  FASB Statement No. 123(R)  requires all
share-based  payments to employees,  including grants of employee stock options,
to be  recognized  in the financial  statements  based on their fair values.  We
adopted the fair value  based  method of  accounting  for  share-based  payments
effective  January 1, 2006 using the modified  prospective  method  described in
FASB Statement No. 148,  Accounting for  Stock-Based  Compensation -- Transition
and Disclosure.  The modified  prospective  method requires  companies to record
compensation cost beginning with the effective date based on the requirements of
FASB  Statement  No.  123(R)  for all  share-based  payments  granted  after the
effective  date.  There  were  no  share-based  payments  granted  prior  to the
effective date.

New Accounting Standards

 In September  2006, the FASB issued SFAS No. 157, Fair Value  Measurements , or
SFAS No. 157.  SFAS No. 157  defines  fair value,  establishes  a framework  for
measuring  fair  value  in  accordance   with  generally   accepted   accounting
principles,  and  expands  disclosures  about  fair  value  measurements.   This
statement does not require any new fair value  measurements;  rather, it applies
under  other  accounting  pronouncements  that  require  or  permit  fair  value
measurements.  The provisions of this statement are to be applied  prospectively
as of the  beginning  of the fiscal year in which this  statement  is  initially
applied,  with  any  transition  adjustment  recognized  as a  cumulative-effect
adjustment to the opening balance of retained  earnings.  The provisions of SFAS
No. 157 are effective for the fiscal years  beginning  after  November 15, 2007;
therefore, we anticipate adopting this standard as of January 1, 2008. We do not
expect the adoption of SFAS No. 157 to have a material  impact on our  financial
statements.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering
the  Effects of Prior  Year  Misstatements  when  Quantifying  Misstatements  in
Current Year  Financial  Statements , or SAB No. 108, to eliminate the diversity
of  practice  surrounding  how public  companies  quantify  financial  statement
misstatements.  Traditionally, there have been two widely-recognized methods for
quantifying the effects of financial  statement  misstatements:  the "roll-over"
method and the "iron curtain" method.  The roll-over method focuses primarily on

                                      F-8

<PAGE>

                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

the impact of a misstatement  on the income  statement,  including the reversing
effect of prior year misstatements,  but its use can lead to the accumulation of
misstatements in the balance sheet. The iron-curtain  method, on the other hand,
focuses primarily on the effect of correcting the period-end  balance sheet with
less  emphasis  on the  reversing  effects  of prior  year  errors on the income
statement.  In SAB No. 108, the SEC Staff  established an approach that requires
quantification of financial statement  misstatements based on the effects of the
misstatements on each financial  statement and the related  financial  statement
disclosures.  This model is commonly referred to as a "dual approach" because it
requires  quantification of errors under both the iron curtain and the roll-over
methods.  The  adoption  of SAB No. 108 did not have an impact on our  financial
statements.

In July  2006,  the FASB  issued  FASB  Interpretation  No. 48,  Accounting  for
Uncertainty in Income Taxes,  an  Interpretation  of FASB Statement No. 109 , or
FIN No. 48. FIN No. 48 provides guidance on the financial statement  recognition
and measurement of a tax position taken or expected to be taken in a tax return.
FIN 48 requires that we recognize in the financial  statements  the benefit of a
tax position if that  position  will more likely than not be sustained on audit,
based on the technical merits of the position.  FIN 48 also provides guidance on
derecognition,  classification,  interest and  penalties,  accounting in interim
periods,  disclosures,  and transition  provisions.  FIN No. 48 is effective for
fiscal years beginning after December 15, 2006, and we adopted FIN No. 48 at the
beginning of fiscal  2007.  The adoption of FIN No. 48 did not have an impact on
our financial statements.

In July 2006,  the FASB issued EITF Issue No.  06-3,  How Taxes  Collected  from
Customers and Remitted to  Governmental  Authorities  Should be Presented in the
Income Statement (that is, Gross versus Net Presentation) . The adoption of EITF
No.  06-3 did not have an impact on our  financial  statements.  Our  accounting
policy has been to present above mentioned  taxes on a net basis,  excluded from
revenues.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial  Assets and  Financial  Liabilities,  or SFAS No. 159.  The fair value
option established by SFAS No. 159 permits,  but does not require,  all entities
to choose to measure  eligible items at fair value at specified  election dates.
An entity would report  unrealized  gains and losses on items for which the fair
value option has been  elected in earnings at each  subsequent  reporting  date.
SFAS No. 159 is effective as of the  beginning of an entity's  first fiscal year
that begins after November 15, 2007. We are currently  assessing what the impact
of the adoption of this Statement will be on our financial  position and results
of operations.

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon acquisitions at that time.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial  Statements--An Amendment of ARB No. 51, or SFAS No. 160.
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We have no  noncontrolling  interests in subsidiaries at this
time.

                                      F-9

<PAGE>

                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

         (2)      Related Party Transactions

The President,  CFO and COO/CTO  contributed  their  management  services to our
business  from April 29, 2005 (date on  inception)  through June 30,  2006.  The
services are reported as  contributed  services with a  corresponding  credit to
additional  paid-in  capital  totaling $-0- and $10,000,  respectively,  for the
years ended December 31, 2007 and 2006.

         (3)       Inventories

At December 31, 2007, supplies inventory consisted of:


Card decks.........................................  $  7,032
Shipping containers................................     3,025
                                                     ---------
                                                       10,057
                                                     =========

          (4)     Property and equipment

At December 31, 2006, major classes of property and equipments were:

Computer equipment.................................... $        27,715
Software..............................................          23,692
                                                      -------------------
                                                                51,407
Less:  accumulated depreciation.......................          (8,993)
                                                      -------------------
                                                       $        42,414
                                                      -------------------

Depreciation  expense  was $8,168 and $825,  respectively,  for the years  ended
December 31, 2007 and 2006.

         (5) Shareholders' Equity

Common Stock

On August 31, 2006, we completed a private offering of our common stock; selling
1,730,000  units for net proceeds of $804,305.  Each unit consisted of one share
of common stock, one "A" warrant  exercisable at $2.00 for up to three years and
callable for redemption by the Company and one "B" warrant  exercisable at $5.00
for up to three years and callable for redemption by the Company.

Common Stock Options and Warrants

On May 8, 2006, we granted to two investors  options to purchase an aggregate of
150,000 shares of our common stock at an exercise price of $0.55 per share.  The
options  vested on August 29,  2006 and expire on August  29,  2009.  Our common
stock was  valued at $0.50 per share on the grant  date;  however,  our Board of
Directors,  utilizing  appropriate  option pricing software,  estimated the fair
value of the options at $.0325 per share, or $4,800.  The $4,800 was recorded as
share-based  payment in the accompanying  financial  statements  during the year
ended December 31, 2006.

Using the Black-Scholes  option-pricing software, our Board of Directors assumed
the following in estimating the fair value of the options at the grant date:

Risk-free interest rate..........................       4.99%
Dividend yield...................................       0.00%
Volatility factor................................       5.00%
Weighted average expected life...................      3 years

                                      F-10

<PAGE>

                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

On August 4, 2006,  we granted to an outside  consultant  a warrant to  purchase
600,000 shares of our common stock at an exercise price of $0.55 per share.  The
warrant vests upon the effective date of our Registration  Statement and expires
on August 31, 2009.  Our Board of  Directors,  utilizing  appropriate  software,
estimated  the fair value of the  warrant at $.0325 per share,  or  $19,500,  of
which $8,125 in share-based payment in the accompanying financial statements for
the year  ended  December  31,  2006.  Using  the  Black-Scholes  option-pricing
software,  the Board of Directors  assumed the following in estimating  the fair
value of the warrant at the grant date:

Risk-free interest rate..........................       4.89%
Dividend yield...................................       0.00%
Volatility factor................................       5.00%
Weighted average expected life...................      3 years

On August 8, 2006, we granted to a placement  agent a warrant to purchase 60,000
units at an  exercise  price of $0.60 per unit,  in exchange  for  broker-dealer
services. Each unit is comprised of one share of our common stock, one A warrant
and one B warrant. The warrant vests upon the effective date of our Registration
Statement  and expires on August 31,  2009.  Our Board of  Directors,  utilizing
appropriate  software,  estimated  the fair  value of the  warrant  at $.015 per
share,  or  $900,  which  was  recorded  as  offering  cost in the  accompanying
financial statements at December 31, 2006.

Using the Black-Scholes  option-pricing software, the Board of Directors assumed
the following in estimating the fair value of the warrant at the grant date:

Risk-free interest rate..........................       4.86%
Dividend yield...................................       0.00%
Volatility factor................................       5.00%
Weighted average expected life...................      3 years

On October 1, 2007,  we granted  to  consultants,  options to  purchase  280,000
shares of our common stock at an exercise price of $0.75 per share,  in exchange
for consulting  services.  The options vest immediately and expire on August 31,
2009. Our Board of Directors, utilizing appropriate software, estimated the fair
value of the  options at $.1256 per share,  or  $35,168,  which was  recorded as
stock compensation cost included in general and  administrative  expenses in the
accompanying financial statements at December 31, 2007.

Using the Black-Scholes  option-pricing software, the Board of Directors assumed
the following in estimating the fair value of the warrant at the grant date:

Risk-free interest rate..........................       4.02%
Dividend yield...................................       0.00%
Volatility factor................................       50.00%
Weighted average expected life...................      3 years

On December 7, 2007,  we granted to an  employee,  an option to purchase  20,000
shares of our common  stock at an exercise  price of $1.00 per share,  in reward
for employee  services.  The option vests  immediately and expires on August 31,
2009. Our Board of Directors, utilizing appropriate software, estimated the fair
value of the  warrant at $0.0831  per share,  or $1,662,  which was  recorded as
stock compensation cost included in general and  administrative  expenses in the
accompanying financial statements at December 31, 2007.

                                      F-11

<PAGE>

                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

Using the Black-Scholes  option-pricing software, the Board of Directors assumed
the following in estimating the fair value of the warrant at the grant date:

Risk-free interest rate..........................       2.97%
Dividend yield...................................       0.00%
Volatility factor................................       50.00%
Weighted average expected life...................      3 years

Following is a schedule of changes in our common stock  options and warrants for
the period ended December 31, 2007:

<TABLE>
<CAPTION>

                                                                              Weighted        Weighted
                                                                               Average        Average
                                                               Exercise       Exercise       Remaining
                                                Number          Price           Price       Contractual
                                               of Shares      Per Share       Per Share         Life
                                             -------------- --------------- -------------- ---------------
<S>                                          <C>            <C>             <C>            <C>

Outstanding at
    April 29, 2005 (inception)...............            -               -  $           -       N/A
Granted......................................    4,270,000   $0.55 - $5.00  $        2.94    2.58 years
Exercised....................................            -               -  $           -       N/A
Cancelled/Expired............................            -               -  $           -       N/A
                                             -------------- --------------- -------------- ---------------
Outstanding at December 31, 2006.............    4,270,000               -  $           -       N/A

Granted......................................      300,000   $0.75.-.$1.00         $ 0.77    1.83 years
Exercised....................................            -               -            $ -       N/A
Cancelled/Expired............................            -               -            $ -       N/A
                                             -------------- --------------- -------------- ---------------
Outstanding at December 31, 2007.............    4,570,000   $0.75 - $1.00         $.0.77    1.83 years
                                             ============== =============== ============== ===============
Excerisable at December 31, 2007.............    4,570,000   $0.75 - $1.00         $.0.77    1.83 years
                                             ============== =============== ============== ===============
</TABLE>

<TABLE>
<CAPTION>

                                                                  Year Ended
                                                                  December 31,
                                                          ------------------------
                                                             2007            2006
                                                          ------------------------
<S>                                                     <C>             <C>

Total fair value of options vested during the period....$  48,205.50    $  13,825.00
                                                        =============   =============
</TABLE>

Common stock awards consisted of the following options and warrants:

                                      F-12

<PAGE>

                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

<TABLE>
<CAPTION>

                                                                               Warrant         Total
                                                Options        Warrants         Units          Awards
                                             -------------- --------------- -------------- ---------------
<S>                                          <C>            <C>             <C>            <C>

Outstanding at January 1, 2006...............         -              -                -          -
Granted......................................      150,000       4,060,000         60,000    4,270,000
Exercised....................................         -              -                -          -
Cancelled/Expired............................         -              -                -          -
                                             -------------- --------------- -------------- ---------------
Outstanding at December 31, 2006.............      150,000       4,060,000         60,000    4,270,000

Granted......................................      300,000           -                -        300,000
Exercised....................................         -              -                -          -
Cancelled/Expired............................         -              -                -          -
                                             -------------- --------------- -------------- ---------------
Outstanding at December 31, 2007.............      450,000       4,060,000         60,000    4,570,000
                                             ============== =============== ============== ===============
</TABLE>


         (6) Income Taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate
follows:

                                                               Year Ended
                                                               December 31,
                                                       ------------------------
                                                          2007            2006
                                                       ----------- ------------

U.S. statutory federal rate....................              0.00%      27.50%
State income tax rate..........................              0.00%       3.36%
Permanent differences - Contributed services...              0.00%      -1.90%
Net operating loss for which no
   benefit is currently available..............              0.00%     -28.96%
                                                       ------------ -----------
                                                             0.00%       0.00%
                                                       ============ ===========

At  December  31,  2007,  deferred  tax assets  consisted  of a net tax asset of
$196,177 due to operating loss carryforwards of $529,410 which was fully allowed
for, in the valuation allowance of $196,177. The valuation allowance offsets the
net deferred  tax asset for which there is no assurance of recovery.  The change
in the  valuation  allowance  for the  year  ended  December  31,  2007  totaled
$149,078. The net operating loss carryforward expires through the year 2027.

At  December  31,  2006,  deferred  tax assets  consisted  of a net tax asset of
$47,099 due to operating loss  carryforwards of $180,912 which was fully allowed
for, in the valuation allowance of $47,099.  The valuation allowance offsets the
net deferred  tax asset for which there is no assurance of recovery.  The change
in the valuation allowance for the year ended December 31, 2006 totaled $45,536.
The net operating loss carryforward expires through the year 2026.

The  valuation  allowance  is  evaluated  at the end of each  year,  considering
positive  and  negative  evidence  about  whether the deferred tax asset will be
realized.  At that time,  the  allowance  will either be  increased  or reduced;
reduction could result in the complete  elimination of the allowance if positive
evidence  indicates  that the  value of the  deferred  tax  assets  is no longer
impaired and the allowance is no longer required.

Should the Company undergo an ownership  change as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual limitation,
which could reduce or defer the utilization of these losses.

      (7)      Concentration of Credit Risk

We have  concentrated  our  credit  risk for  cash by  maintaining  deposits  in
financial  institutions,  which may at times,  exceed  the  amounts  covered  by
insurance  provided by the United States Federal Deposit  Insurance  Corporation

                                      F-13

<PAGE>

                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

(FDIC).  The loss that would have  resulted  from that risk totaled  $304,489 at
December 31,  2007,  for the excess of the deposit  liabilities  reported by the
financial  institution  over the amount that would have been  covered by federal
insurance.  We have not  experienced  any losses in such accounts and believe we
are not exposed to any significant credit risk to cash.


<PAGE>

                                   SIGNATURES

In accordance with the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                            TOMBSTONE CARDS, INC.




Date:  March 25, 2008                       By:   /s/ JOHN N. HARRIS
                                                 -------------------
                                                 John N. Harris,
                                                 President



Date:  March 25, 2008                       By:  /s/NEIL A. COX
                                                 --------------
                                                 Neil A. Cox,
                                                 Chief Financial Officer

In accordance  with the  Securities  Exchange Act of 1924,  this report has been
signed  by  the  following  persons  on  behalf  of  the  Registrant  and in the
capacities and on the dates indicated.



Date:  March 25, 2008                       By:   /s/JOHN N. HARRIS
                                                 ------------------
                                                 John N. Harris,
                                                 President & Director



Date:  March 25, 2008                       By:  /s/NEIL A. COX
                                                 --------------
                                                 Neil A. Cox,
                                                 Chief Financial Officer &
                                                 Chairman of the Board




Date:  March 25, 2008                       By:  /s/WILLIAM R. REILLY
                                                 --------------------
                                                 William R. Reilly,
                                                 Chief Operating Officer, Chief
                                                    Technical Officer & Director


                                       24