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


                                    FORM 10-K


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

     For the fiscal year ended December 31, 2008

                                       Or

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

            For the transition period from _________ to _____________


                        Commission file number: 000-53268

                          TOMBSTONE TECHNOLOGIES, INC.

             (Exact name of registrant as specified in its charter)


            Colorado                                           51-0541963
----------------------------------                       -----------------------
 State or other jurisdiction of                              I.R.S. Employer
  incorporation or organization                            Identification No.

                 2400 Central Avenue, Suite G, Boulder, CO 80301
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:
                                 (303) 684-6644

           Securities registered pursuant to Section 12(b) of the Act:

      Title of each class                                Name of each exchange
          registered                                     on which registered
----------------------------------                     ------------------------
         Not Applicable                                    Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:
                                  ------------
                                  Common Stock
                                (Title of Class)


<PAGE>

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.                        Yes |_| No |X|


Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.                          |_|

Indicate by check mark 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 |_| No |X|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
                                                                             |_|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).


Large accelerated filer     [___]      Accelerated filer                  [___]

Non-accelerated filer       [___]      Smaller reporting company          [_X_]
(Do not check if a smaller
reporting company)

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

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant was approximately $478,950 as of March 24, 2009.

There were 3,370,000 shares  outstanding of the registrant's  Common Stock as of
March 24, 2009.


                                       2
<PAGE>

                                TABLE OF CONTENTS

                                     PART I

ITEM 1        Business                                                         4
ITEM 1 A.     Risk Factors                                                     7
ITEM 1 B.     Unresolved Staff Comments                                       15
ITEM 2        Properties                                                      15
ITEM 3        Legal Proceedings                                               15
ITEM 4        Submission of Matters to a Vote of Security Holders             15

                                     PART II

ITEM 5        Market for Registrant's Common Equity, Related Stockholder
              Matters and Issuer Purchases of Equity Securities               16
ITEM 6        Selected Financial Data                                         18
ITEM 7        Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                       18
ITEM 7 A.     Quantitative and Qualitative Disclosures About Market Risk      23
ITEM 8        Financial Statements and Supplementary Data                     23
ITEM 9        Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure                                        24
ITEM 9 A.     Controls and Procedures                                         24
ITEM 9 A(T).  Controls and Procedures                                         24
ITEM 9B       Other Information                                               25

                                    PART III

ITEM 10       Directors, Executive Officers, and Corporate Governance         25
ITEM 11       Executive Compensation                                          28
ITEM 12       Security Ownership of Certain Beneficial Owners and Manage-
              ment and Related Stockholder Matters                            32
ITEM 13       Certain Relationships and Related Transactions, and Director
              Independence                                                    34
ITEM 14       Principal Accounting Fees and Services                          34

                                     PART IV

ITEM 15       Exhibits, Financial Statement Schedules                         36
SIGNATURES                                                                    37



                                       3
<PAGE>

                           FORWARD LOOKING STATEMENTS

This  document   includes   forward-looking   statements,   including,   without
limitation,  statements relating to Tombstone  Technologies,  Inc. ("Tombstone")
plans,  strategies,  objectives,   expectations,   intentions  and  adequacy  of
resources.  These  forward-looking  statements  involve known and unknown risks,
uncertainties,  and other  factors that may cause  Tombstone's  actual  results,
performance or achievements to be materially  different from any future results,
performance  or  achievements   expressed  or  implied  by  the  forward-looking
statements.  These factors  include,  among others,  the  following:  ability of
Tombstone's  to implement its business  strategy;  ability to obtain  additional
financing; Tombstone's limited operating history; unknown liabilities associated
with future  acquisitions;  ability to manage growth;  significant  competition;
ability  to  attract  and  retain  talented  employees;  and  future  government
regulations;  and other factors described in this  registration  statement or in
other of  Tombstone's  filings  with the  Securities  and  Exchange  Commission.
Tombstone   is  under  no   obligation,   to  publicly   update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.


                                     PART I

ITEM 1.  BUSINESS
-----------------

Tombstone Technologies, Inc. ("Tombstone" or "the Company")
-----------------------------------------------------------

On April 29,  2005,  Tombstone  Cards,  Inc.  was  incorporated  in the State of
Colorado. The Company was organized to develop a business around the business of
printing  customized  playing  cards.  Management  believed that by working with
state-of-the-art  printers that fully utilize  digital  technologies,  that they
could  reduce cycle times for  full-color  customized  printing  from a standard
three to five weeks to just three to five days. In addition,  they believed that
digital  presses  could  allow  product  runs in small  quantities  and at lower
prices.

On July 31, 2008,  Tombstone  Cards,  Inc. amended its Articles of Incorporation
for  the  change  of  its  corporate  name  to  Tombstone   Technologies,   Inc.
("Tombstone" or "the Company") as approved at the Annual  Shareholders'  Meeting
on July 24, 2008.

Tombstone is located at 2400 Central Avenue,  Suite G, Boulder,  Colorado 80301.
The Company maintains a website at  www.tombstonetechnologies.com,  which is not
incorporated in and is not a part of this report.

Change of Operational Focus
---------------------------

The Company has had limited operations over the last two years. Those operations
have focused on the structure and capital formation of the Company, as Tombstone
operations have focused on the manufacturing and marketing of customized playing
cards.

During the year ended December 31, 2007, Tombstone, as part of the manufacturing
and printing of customized playing cards, created a technology division in order
to  handle  the   development,   marketing  and  licensing  of  its  proprietary
OIEPrint(TM)   software,   a  Web-2-Print  (W2P)  template  driven  application.
Web-2-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.

While developing customization playing cards operations,  the Company discovered
that the software  tools needed to support its  operations did not exist at that
time.

The Company  discovered  difficulties  which are inherent in constructing a tool
that  requires no  downloading,  can function on Macs,  PCs and even Linux based
machines  and that can provide  high-resolution  graphics  that are suitable for

                                       4
<PAGE>

printing. For example, while graphics on the Web can appear clear, they are only
72 dpi (dots per inch) and,  therefore,  would appear fuzzy when printed.  Print
graphics must be 300 dpi for full clarity.

The  combination  of the Web and the  still-unrealized  changes  that are  being
brought by the explosion of  professional  digital  printing is part of what the
print industry calls  "Web-2-Print"  (W2P).  Because  digital  printing does not
require  specialized  inks,  color  separations and individual  printing plates,
standard  PDF  files  can move  from  the  desktop  to the  print  head  without
intervention. This means that the digital print industry is no longer restricted
by the size of the job. For  example,  while it may not be  profitable  (or even
possible) to create small runs on a traditional press, digital printing not only
permits it, it encourages it.

In addition,  end-users are now accustomed to being able to handle many of their
business  and  personal  tasks  online:  from  browsing  and ordering to getting
customizable  quotes,  managing  their  accounts and making  payments.  However,
because of the  complexity of creating  print orders online due to the number of
unique  options  involved,  along with the expense  involved in creating  and/or
maintaining a Web-based system,  the print industry has been, for the most part,
unable to fully enter this world.

During the second and third quarters of 2008,  Tombstone's  management  made the
decision  to focus a majority of the  Company's  efforts  and  resources  on the
development  and marketing of the  OIEPrint(TM)  software.  While Tombstone will
continue to offer customized  playing cards, it has determined that this will be
a smaller part of its operations.

In connection with the development of the OIEPrint(TM) software, on December 27,
2007, the Company 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.

OIEPrint(TM) 3.0 Software
-------------------------

OIEPrint software is a W2P 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 Tombstone's website at www.tombstonetechnologies.com.

The Company  offers its OIEPrint  software  product  through the  Internet.  The
software has been developed to be used with several platforms. Tombstone intends
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.

Tombstone will offer the following products:

     o    OIEPrint - A platform  independent,  browser-based  RIA that  supports
          template driven design and provides  high-resolution  PDF files to the
          printer.

     o    OIEPrint  Store  -  An  advanced  e-commerce  solution  that  supports
          multiple  customization options (e.g. paper color, paper weight, paper
          finish,  collating,  binding,  shipping, etc.) and dependent variables
          (e.g. If you choose "A," you cannot choose "B" but can choose "C")

     o    OIEPrint VDP (2010) - An easy-to-use  tool for linking database mining
          with custom printing and 1:1 marketing.

The Company is offering a fully hosted  solution  for a monthly  fee.  Tombstone
believes,  and research  underscores this belief,  that printers do not have the
in-house  staffing to support  the  complexity  inherent in a Web-based  system.
Added to that the database  requirements  (all products have database  back-ends

                                       5
<PAGE>

for data  storage)  and the  ongoing  maintenance,  and it becomes  clear that a
hosted solution,  properly priced,  becomes quite attractive.  Customization and
implementation fees are also anticipated.

Tombstone's  technology  has been  successfully  employed since July 2007 on the
prior  Tombstone  Cards'  website,  allowing  customers to design and order full
color custom playing cards.

During  this  "proof of  concept"  period,  the  Company  worked with the actual
printing processes involved in digital printing,  as well as verifying order and
inventory  systems,   the  OIEPrint  Web  design  tool,  the  ecommerce  system,
independent credit verification systems and direct links to shipping providers.

Competition

Tombstone's competition includes:

     o    Electronics For Imaging, Inc. (EFI)
     o    Firesprint
     o    Print Science; and
     o    Print Via.

All four of these  companies  offer  services for  printing  similar to the ones
offered by the Company.  Tombstone is the only one to offer an integrated design
system and  therefore  allows the customer to design the document  through their
software.

Sales Strategy
--------------

Tombstone's  products  will be available  through the  Company,  via an outbound
sales  staff that  utilizes  Web-based  demos and  Web-video  in order to engage
customers.

The  Company  is a member  of the  Print On Demand  Initiative  (PODi)  and will
attempt to publish  articles and deliver keynotes in order to gain "top of mind"
positioning among potential clients.

Tombstone  is  considering   setting  up  independent,   commission  only  sales
affiliates,  based on a regional  distribution.  Because the OIEPrint  Suite has
been developed to handle languages from around the world,  overseas partnerships
are also a possibility.

The Company has  identified  three key market  segments for its initial  product
line:

     o    Regional  chains  of print  shops  that  want to  offer  cutting-edge,
          Web-based solutions to their franchises.

     o    Small and medium sized  digital  printers who want to offer  Web-based
          solutions to their clients.

     o    Medium and large  printers  who want to offer  customized  features to
          their  corporate  clients,  allowing  them to more easily manage their
          accounts and purchasing via a Web interface.

Production and Delivery
-----------------------

Production will be provided  through in-house  capabilities.  Tombstone owns its
own servers and can easily "clone" the software package for new clients.

                                       6
<PAGE>

The Company anticipates hiring and training recent college graduates for the job
of working with clients during the  consultation  stage,  gathering  information
about the clients and their product  offerings in order to populate the client's
e-commerce store.

At this time, Tombstone expects that it will hold no inventory.

ITEM 1A.  RISK FACTORS
----------------------

TOMBSTONE'S COMPANY RISK FACTORS

Tombstone's  securities are highly  speculative  and should be purchased only by
persons who can afford to lose their  entire  investment  in the  Company.  Each
prospective  investor should carefully  consider the following risk factors,  as
well as all other information set forth elsewhere in this Annual Report,  before
purchasing any of the Shares of Tombstone's Common Stock.

Tombstone was incorporated in 2005 and has had a limited operating history.
---------------------------------------------------------------------------

Tombstone  has 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  Web 2  Print  business,
especially in view of the intense  competition  from existing  businesses in the
industry.

A decline in on-line printing may adversely affect Tombstone's business.
------------------------------------------------------------------------

If on-line  printing  declines in activity,  there is significant  risk that the
operations of Tombstone 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 and changes in
printing habits,

Tombstone's  Weaknesses  may affect  Tombstone's  ability to sell,  compete  and
generate revenues.

     o    Because  of  Tombstone's  position  as a startup,  Tombstone  is not a
          household name among prospective customers,  and the cost to raise the
          Company  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  cause  delays  in
          Tombstone's continued operations.

Any of these could cause Tombstone's  revenue model to be unprofitable and cause
failure of Tombstone's business.

Tombstone has identified potential threats to Tombstone's business model.
-------------------------------------------------------------------------

     o    A significant downturn in the American economy would reduce the amount
          of disposable income available to Tombstone's target audience.
     o    Other competitors could move quickly to match Tombstone's  performance
          by offering similar products and design amenities, forcing the Company
          to invest more than expected in product development.
     o    Too much  success too quickly  could  overwhelm  Tombstone's  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 Tombstone's  revenue model to be unprofitable and cause
failure of Tombstone's business.

                                       7
<PAGE>

Tombstone  may have a shortage  of working  capital  in the future  which  could
--------------------------------------------------------------------------------
jeopardize Tombstone's ability to carry out Tombstone's business plan.
----------------------------------------------------------------------

Tombstone's  capital  needs  consist  primarily of rent,  insurance,  utilities,
marketing  expenses,  wages,  taxes,  etc. and could exceed $500,000 in the next
twelve months. Such funds are not currently committed.

Tombstone's  officers and Directors may have conflicts of interest which may not
--------------------------------------------------------------------------------
be resolved favorably to the Company.
-------------------------------------

Certain  conflicts  of interest  may exist  between the Company and  Tombstone's
officers and directors.  Tombstone's  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 Tombstone's  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 the Company.

Tombstone will need additional financing for which Tombstone has no commitments,
--------------------------------------------------------------------------------
and this may jeopardize execution of Tombstone's business plan.
---------------------------------------------------------------

Tombstone has limited funds,  and such funds may not be adequate to carryout the
business plan.  Tombstone's ultimate success depends upon Tombstone's ability to
raise  additional  capital.  Tombstone has 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 it needs
additional capital, Tombstone has no assurance that funds will be available from
any source or, if  available,  that they can be obtained on terms  acceptable to
the Company. If not available,  Tombstone's  operations will be limited to those
that can be financed with Tombstone's modest capital.

Tombstone's  Warrantholders  and  Optionholders  may not exercise their purchase
--------------------------------------------------------------------------------
rights.
-------

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

Tombstone has a minimal  operating  history,  so investors  have no way to gauge
--------------------------------------------------------------------------------
Tombstone's long term performance.
----------------------------------

Tombstone  was  incorporated  on  April  29,  2005  based on a  concept  to sell
customized, professional-quality playing cards via the Internet. During the year
ended  December  31,  2008,  the  Company  changed  its  business  focus  to the
development  of its OIEPrint  software.  As evidenced by the  financial  reports
Tombstone has 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.

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

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

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

Tombstone  currently  has  three  individuals  who are  serving  as  Tombstone's
officers and  directors  for up to 50 hours per week each on a part-time  basis.
Tombstone's directors are also acting as Tombstone's officers. Tombstone will be

                                       8
<PAGE>

heavily dependent upon their skills,  talents, and abilities, as well as several
consultants  to us, to implement its 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 Tombstone's business results in a delay in progress
toward  implementing   Tombstone's  business  plan.  See  "Management."  Because
investors  will  not  be  able  to  manage  Tombstone's  business,  they  should
critically assess the information concerning Tombstone's officers and directors.

Tombstone's  Officers and  Directors  are not employed  full-time by the Company
--------------------------------------------------------------------------------
which could be detrimental to the business.
-------------------------------------------

Tombstone's  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  including time and efforts involved in participation  with such other
business entities.  Each officer and director of Tombstone's business is engaged
in business activities outside of Tombstone's  business,  and the amount of time
they devote as Officers and Directors to  Tombstone's  business will be up to 50
hours per week. (See "Executive Team.")

Tombstone does not know of any reason other than outside business interests that
would prevent them from devoting  full-time to Tombstone,  when the business may
demand such full-time.

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

Presently no  requirement  contained in Tombstone's  Articles of  Incorporation,
Bylaws, or minutes which requires officers and directors of Tombstone's business
to disclose to the Company business opportunities which come to their attention.
Tombstone's officers and directors do, however, have a fiduciary duty of loyalty
to the Company to disclose to the Company 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. Tombstone
has no intention of merging with or acquiring an affiliate,  associate person or
business opportunity from any affiliate or any client of any such person.

Tombstone has agreed to indemnification of Officers and Directors as is provided
--------------------------------------------------------------------------------
by Colorado Statute.
--------------------

Colorado  Revised  Statutes  provide  for  the  indemnification  of  Tombstone's
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
Tombstone's behalf. Tombstone will also bear the expenses of such litigation for
any of Tombstone's directors, officers, employees, or agents, upon such person's
promise to repay the Company  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 the Company
that Tombstone will be unable to recoup.

Tombstone's Director's Liability to the Company and Shareholders is limited.
----------------------------------------------------------------------------

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

                                       9
<PAGE>

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

To supplement the business experience of Tombstone's officers and directors, the
Company may be required to employ  accountants,  technical experts,  appraisers,
attorneys,  or other  consultants or advisors.  Tombstone's  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 Tombstone  considers it necessary to hire outside advisors,  Tombstone may
elect to hire  persons  who are  affiliates,  if they are  able to  provide  the
required services.

Tombstone has substantial  competitors who have an advantage over the Company in
--------------------------------------------------------------------------------
resources and marketing.
------------------------

Tombstone 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. Tombstone expects to be at a disadvantage when
competing  with  many  firms  that  have  substantially  greater  financial  and
management resources and capabilities than Tombstone does now.

RISK FACTORS RELATED TO TOMBSTONE'S ON-LINE PRINTING OPERATIONS

Actual or  perceived  security  vulnerabilities  in  Tombstone's  product  could
--------------------------------------------------------------------------------
adversely affect its revenues.
------------------------------

Maintaining  the  security  of  Tombstone's  software  is an issue  of  critical
importance to customers and for management. There are individuals and groups who
develop and deploy  viruses,  worms and other malicious  software  programs that
could attack its products.  Although, the Company takes preventative measures to
protect its products,  these procedures may not be sufficient to mitigate damage
to products.  Actual or perceived security  vulnerabilities in software products
could lead some customers to seek to return products,  to reduce or delay future
purchases or to purchase competitive products. Customers may also increase their
expenditures on protecting their computer systems from attack, which could delay
or reduce purchases of Tombstone's product. Any of these actions or responses by
customers could adversely affect its revenues.

System failures or system unavailability could harm Tombstone's business.
-------------------------------------------------------------------------

Tombstone relies on its network infrastructure,  internal technology systems and
external  websites for development,  marketing,  operational,  support and sales
activities. Tombstone's hardware and software systems related to such activities
are subject to damage from  malicious  code  released  into the public  Internet
through recently discovered  vulnerabilities in popular software programs. These
systems are also subject to acts of vandalism  and to  potential  disruption  by
actions or  inactions  of third  parties.  Any event  that  causes  failures  or
interruption in hardware or software systems could harm the Company's  business,
financial condition and operating results.

Purchasers of products and services,  may not choose to shop online, which would
--------------------------------------------------------------------------------
prevent us from  acquiring new  customers  which are necessary to the success of
--------------------------------------------------------------------------------
its business.
-------------

The online  market for print  products and services is less  developed  than the
online market for other business and consumer products.  If this market does not
gain  widespread  acceptance,  Tombstone's  business may suffer.  The  Company's
success will depend in part on Tombstone's ability to attract customers who have
historically  purchased  printed  products and graphic design  services  through
traditional  printing  operations  and  graphic  design  businesses  or who have
produced  graphic design and printed products using  self-service  alternatives.
Furthermore, Tombstone may have to incur significantly higher and more sustained

                                       10
<PAGE>

advertising and promotional expenditures or price its services and products more
competitively  than we  currently  anticipate,  in order to  attract  additional
online  consumers to the websites  and convert them into  purchasing  customers.
Specific factors that could prevent  prospective  customers from purchasing from
Tombstone include:

     -    Concerns  about buying graphic  design  services and printed  products
          without face-to-face interaction with sales personnel;
     -    The inability to physically handle and examine product samples;
     -    Delivery time associated with Internet orders;
     -    Concerns  about  security  of online  transactions  and the privacy of
          personal information;
     -    Delayed shipments or shipments or incorrect or damaged products; and
     -    Inconvenience associated with returning or exchanging purchased items.

Interruptions to website operations,  information technology systems, production
--------------------------------------------------------------------------------
processes  or  customer  service  operations  as a result of natural  disasters,
--------------------------------------------------------------------------------
errors in technology,  capacity  constraints,  security breaches or other causes
--------------------------------------------------------------------------------
could  damage  Tombstone's  reputation  and  brand  and  substantially  harm the
--------------------------------------------------------------------------------
Company's business and results of operations.
---------------------------------------------

The  satisfactory  performance,  reliability  and  availability of the Company's
websites,  transaction  processing  systems,  network  infrastructure,  printing
production  facilities  and  customer  service  operations  are  critical to its
reputation,  and the  Company's  ability to attract and retain  customers and to
maintain adequate customer service levels. Any future  interruptions that result
in the  unavailability  of the  Company's  websites  reduced  order  fulfillment
performance  or  interfere  with  customer  service  operations  could result in
negative  publicity,  damage  Tombstone's  reputation  and  brand  and cause its
business and results of operations to suffer. Tombstone may experience temporary
interruptions  in operations  for a variety of reasons in the future,  including
human error,  software errors,  power loss,  telecommunication  failures,  fire,
flood, extreme weather, political instability, acts of terrorism, war, break-ins
and security breaches, and other events beyond its control.

The Company's  technology,  infrastructure  and processes may contain undetected
errors or design faults. These errors or design faults may cause the websites to
fail and result in loss of, or delay in,  market  acceptance of its products and
services.  In the future, the Company may encounter  additional issues,  such as
scalability  limitations,  in current or future technology  releases. A delay in
the commercial  release of any future version of the technology or  implementing
improvements in infrastructure  and processes could seriously harm its business.
In  addition,  Tombstone's  systems  could suffer  computer  viruses and similar
disruptions,  which  could  lead to loss of  critical  data or the  unauthorized
disclosure of confidential customer data.

Tombstone's  business  requires that it have  adequate  capacity in its computer
systems to cope with the high volume of visits to websites,  particularly during
promotional  campaign  periods.  As the  Company's  operations  grow in size and
scope,  it will need to improve  and upgrade  its  computer  systems and network
infrastructure to offer customers enhanced and new products, services, capacity,
features  and  functionality.   The  expansion  of  the  Company's  systems  and
infrastructure may require it to commit substantial  financial,  operational and
technical  resources  before  the  volume  of the  business  increases,  with no
assurance that the Company's revenues will increase.

If  Tombstone is unable to market and sell  products  and  services  beyond  its
--------------------------------------------------------------------------------
existing  target  markets and develop new  products  and services to attract new
--------------------------------------------------------------------------------
customers, its results of operations may suffer.
-------------------------------------------------

                                       11
<PAGE>

Tombstone  has  developed  products  and  services  and  implemented   marketing
strategies  designed  to attract  small  business  owners and  consumers  to the
websites and encourage  them to purchase its products and  services.  Management
believes it will need to address additional markets and attract new customers to
further  grow the  business.  To access new  markets  and  customers  management
expects  that  it will  need to  develop,  market  and  sell  new  products  and
additional  services  that address  their needs.  Tombstone  intends to focus on
developing new strategic  relationships  to expand marketing and sales channels.
Any failure to develop new products and services,  expand the Company's business
beyond its existing target markets and customers,  and address additional market
opportunities  could  harm the  business,  financial  condition  and  results of
operations of the Company.


RISK FACTORS RELATED TO TOMBSTONE'S STOCK

The regulation of penny stocks by SEC and FINRA may  discourage the  tradability
--------------------------------------------------------------------------------
of Tombstone's Securities.
--------------------------

Tombstone is a "penny stock" company.  Tombstone's securities currently trade on
the Over-the Counter Bulletin Board under the symbol "TMCI."  Tombstone's  Units
trade on the Over-the  Counter  Bulletin Board under symbol  "TMCIU." There is a
limited public market for Tombstone's  Common Stock.  Tombstone's Units have had
no trading  activity  during  the year  ended  December  31,  2008.  Tombstone's
Securities  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  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  Tombstone's  securities  constitute  "penny
stocks"  within the  meaning of the rules,  the rules would apply to the Company
and to  Tombstone's  securities.  The rules will  further  affect the ability of
owners of Shares to sell Tombstone's 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.
Tombstone's management is aware of the abuses that have occurred historically in
the penny stock market.  Although  Tombstone does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in

                                       12
<PAGE>

the market,  management will strive within the confines of practical limitations
to prevent  the  described  patterns  from  being  established  with  respect to
Tombstone's securities.

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

Tombstone has not paid  dividends on  Tombstone's  its Common Stock and does not
ever anticipate paying such dividends in the foreseeable future.

Loss of control by Tombstone's  present  management and  stockholders  may occur
--------------------------------------------------------------------------------
upon issuance of additional Shares.
-----------------------------------

Tombstone may issue further  Shares as  consideration  for the cash or assets or
services  out of its  authorized  but  unissued  Common  Stock that would,  upon
issuance,  represent  a majority of  Tombstone's  voting  power and equity.  The
result of such an issuance would be those new  stockholders and management would
control us, and persons  unknown  could replace  Tombstone's  management at this
time.  Such an  occurrence  would  result in a  greatly  reduced  percentage  of
ownership of the Company by Tombstone's current Shareholders.

A limited public market exists for Tombstone's  Common Stock,  Units or Warrants
--------------------------------------------------------------------------------
at this time.
-------------

Tombstone's Common Stock trades on the Over-the Counter Bulletin Board under the
symbol "TMCI."  Tombstone's  Units trade on the Over-the  Counter Bulletin Board
under symbol  "TMCIU." There is a limited public market for  Tombstone's  Common
Stock and Units and no assurance  can be given that this market will continue to
develop or that a Shareholder  ever will be able to liquidate  their  investment
without  considerable delay, if at all. If the market continues to 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
securities. Due to the low price of Tombstone's securities, many brokerage firms
may not be willing to effect transactions in Tombstone's  securities.  Even if a
purchaser  finds a  broker  willing  to  effect  a  transaction  in  Tombstone's
securities,  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 such  securities as collateral
for any loans.

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

All of the  outstanding  Shares  of Common  Stock  held by  Tombstone's  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. 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. 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.

Future  dilution may occur due to issuances of Shares for various  consideration
--------------------------------------------------------------------------------
in the future.
--------------

There may be  substantial  dilution to Tombstone's  Shareholders  as a result of
future decisions of the Board to issue Shares without  Shareholder  approval for
cash,  services,  acquisitions,  or pursuant to Tombstone's  Employee/Consultant
Stock   Option   Plan  for  which  one  million   shares  have  been   reserved.
Award/Earnings/Vesting  criteria  under the Plan have not been set,  however the
price per share for  exercise  will be no less  than  $0.55 per  Share.  900,000
Options are currently outstanding under the Plan.

                                       13
<PAGE>

Tombstone's Stock, Units or Warrants 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 Tombstone's  Common Stock and Units are  thinly-traded  on the OTC
Bulletin  Board,  meaning that the number of persons  interested  in  purchasing
Tombstone's  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  Tombstone  is 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 Tombstone  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  Tombstone  or  purchase  or  recommend  the  purchase  of any of
Tombstone's  Securities  until such time as  Tombstone  the Company  became more
seasoned and viable.  As a consequence,  there may be periods of several days or
more when trading activity in Tombstone's 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.  Tombstone cannot give you any assurance that a broader or
more active public trading market for Tombstone's common Securities will develop
or be  sustained,  or that any trading  levels will be  sustained.  Due to these
conditions,  Tombstone can give investors no assurance that they will be able to
sell their  Shares or Units at or near ask prices or at all if you need money or
otherwise desire to liquidate their Securities of Tombstone's.


Tombstone's  business is highly  speculative  and the  investment  is  therefore
--------------------------------------------------------------------------------
risky.
------

Due to the speculative  nature of Tombstone's  business,  it is possible that an
investment 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.

Future Dilution.
----------------

The Units of Tombstone contain Warrants to purchase shares of Common Stock. Upon
exercise of any of the Warrants, holders of Common Stock will suffer dilution of
their interest in the Company  unless they in turn exercise  Warrants which they
hold, if any. In addition, Warrants will be exercisable.


No Assurance of Public Market for any of Tombstone's Securities.
----------------------------------------------------------------

There is presently a limited market for any of Tombstone's  securities and there
can be no assurance a larger market will develop or that holders will be able to
resell their Units,  Common  Stock or Warrants at the public  offering  price or
without delay.  Should a larger market for Tombstone's  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
the Units,  Common Stock or Warrants and banks may not accept them as collateral
for loans.

                                       14
<PAGE>

Investors may be unable to exercise Warrants.
---------------------------------------------

For the life of the  Warrants,  Tombstone  will  attempt  to  maintain a current
registration  statement  on file with the  Securities  and  Exchange  Commission
relating to the Shares of Common Stock  issuable  upon exercise of the Warrants.
If Tombstone is unable to maintain a current registration statement on file, the
Warrantholders  will be unable to exercise  the  Warrants  and the  Warrants may
become  valueless.  Although  the  Units  will  not  knowingly  be  sold  in any
jurisdiction in which they are not registered or otherwise qualified, purchasers
of the Units may relocate into a jurisdiction in which the securities underlying
the Warrants are not so registered or qualified. In addition,  purchasers of the
Warrants in the open market may reside in a jurisdiction in which the Securities
underlying the Warrants are not the  qualification of the Securities  underlying
the Warrants for sale in all of the states in which the  Warrantholders  reside,
the  Warrantholders  in those states may have no choice but to either sell their
Warrants or permit them to expire.  Prospective  investors and other  interested
persons who wish to know whether or not  Tombstone's  Common Stock may be issued
upon the exercise of Warrants by  Warrantholders  in a  particular  state should
consult the securities commission of the state in question. (See "Description of
Securities")

Multiple types of Securities trading may cause confusion to Investors.
----------------------------------------------------------------------

Tombstone has four increments of Securities trading which may cause confusion to
investors  resulting in volatile or  inconsistent  prices in the market,  if any
develops, for each of the types of Securities. The increments are Units, Shares,
"A" Warrants and "B" Warrants.


ITEM 1B. UNRESOLVED STAFF COMMENTS
----------------------------------

Not Applicable.


ITEM 2.  PROPERTIES
-------------------

Tombstone does not own any property, real or otherwise.  For the first year, the
Company conducted  administrative affairs from the office located in the home of
the  Company's  Chairman and CFO, Neil A. Cox, at no cost.  Tombstone's  current
office address is 2400 Central Avenue,  Suite G, Boulder,  Colorado  80301.  The
monthly rental  approximates  $965 per month.  The lease is on a  month-to-month
basis.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

Tombstone anticipates that it (including any future subsidiaries) will from time
to time become subject to claims and legal  proceedings  arising in the ordinary
course of  business.  It is not  feasible  to  predict  the  outcome of any such
proceedings and Tombstone cannot assure that their ultimate disposition will not
have a materially adverse effect on Tombstone's  business,  financial condition,
cash  flows  or  results  of  operations.  There  are no such  claims  or  legal
proceedings as of December 31, 2008.

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

An annual Meeting of  Shareholders  of the Company was held on July 24, 2008 for
the purposes of:

     1.   To elect three persons to the Board of Directors for the ensuing year;

     2.   To  authorize a change in the name of this  corporation  to  Tombstone
          Technologies,   Inc.   (requires  an  amendment  to  the  Articles  of
          Incorporation);

     3.   To authorize the creation of Preferred Stock (requires an amendment to
          the Articles of Incorporation); and

     4.   To ratify the  appointment  of the Company's  auditors,  Cordovano and
          Honeck LLP.



                                       15
<PAGE>

                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
--------------------------------------------------------------------------------
ISSUER PURCHASES OF EQUITY SECURITIES
-------------------------------------

Market Information

Tombstone's 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,  Tombstone  began  trading on the over the counter
bulletin  board  under the symbol  "TMCI."  During  the  period of October  2007
through December 31, 2007, Tombstone's shares did not trade.

During the period January 1, 2008 through December 31, 2008  Tombstone's  common
stock had limited trading as shown in the table below.

                                                    HIGH                   LOW

For the quarter ended December 31, 2008            $0.65                  $0.65
For the quarter ended September 30, 2008           $0.55                  $0.55
For the quarter ended June 30, 2008                $1.05                  $1.05
For the quarter ended March 31, 2008               $0.90                  $0.85


In addition to  Tombstone's  common stock,  in October  2007,  the Company began
trading  its Units on the OTC  Bulletin  Board.  A Unit  consists  of 1 share of
Tombstone  common stock,  1 of the Company's "A" Warrants and 1 of the Company's
B" Warrants. The Units trade on the OTC Bulletin Board under the symbol "TMCIU."
During the period of October 2007 through December 31, 2008, the Company's Units
did not trade.

Holders

There are  approximately  47 holders of record of  Tombstone  common stock as of
December 31, 2008.

Dividend Policy

As of the filing of this Annual Report,  Tombstone has not paid any dividends to
Shareholders.  There are no restrictions which would limit the Company's ability
to pay dividends on common equity or that are likely to do so in the future. The
Colorado  Revised  Statutes,  however,  do  prohibit  Tombstone  from  declaring
dividends where,  after giving effect to the  distribution of the dividend;  the
Company  would  not be able to pay its  debts as they  become  due in the  usual
course of business;  or its 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.

                                       16
<PAGE>

Shares Eligible for Future Sale

As of December 31, 2008,  Tombstone  currently  has  3,230,000  shares of common
stock  outstanding.  A current  shareholder  who is an "affiliate" of Tombstone,
defined in Rule 144 as a person who directly,  or indirectly through one or more
intermediaries,  controls,  or is controlled by, or is under common control with
Tombstone will be required to comply with the resale limitations of Rule 144. Of
these shares a total of  1,684,000  shares have been held for six months or more
and are  eligible  for resale  under Rule 144  assuming  the  Company has been a
reporting company for 90 days. Sales by affiliates will be subject to the volume
and other limitations of Rule 144, including certain restrictions  regarding the
manner of sale,  notice  requirements,  and the  availability  of current public
information  about  Tombstone.   The  volume  limitations  generally  permit  an
affiliate to sell,  within any three month period,  a number of shares that does
not exceed the greater of one percent of the outstanding  shares of common stock
or the average weekly  trading  volume during the four calendar weeks  preceding
his sale. A person who ceases to be an  affiliate  at least three months  before
the sale of restricted securities  beneficially owned for at least two years may
sell the restricted  securities under Rule 144 without regard to any of the Rule
144 limitations.

Recent Sales of Unregistered Securities

Tombstone made the following  unregistered  sales of its securities from January
1, 2008 through December 31, 2008.

<TABLE>
<CAPTION>

DATE OF SALE  TITLE OF SECURITIES    NO. OF SHARES       CONSIDERATION       CLASS OF PURCHASER
------------  --------------------  --------------  ---------------------  ---------------------
<S>           <C>                   <C>             <C>                    <C>

   3/15/08         Options             125,000       Consulting Services    Business Associate

   3/15/08         Options              50,000       Consulting Services    Business Associate

   4/15/08         Options             100,000       Consulting Services    Business Associate

   6/30/08         Options              50,000       Consulting Services    Business Associate

   8/8/08          Options             150,000             Services              Director

   8/8/08          Options              50,000       Consulting Services    Business Associate

   9/4/08          Options              50,000       Consulting Services    Business Associate

   12/3/08         Options              25,000       Consulting Services    Business Associate
</TABLE>

                                       17
<PAGE>

Exemption From Registration Claimed
-----------------------------------

All of the  sales by  Tombstone  of its  unregistered  securities  were  made in
reliance upon Section 4(2) of the  Securities Act of 1933, as amended (the "1933
Act"). The entity listed above that purchased the unregistered securities was an
existing  shareholder,   known  to  the  Company  and  its  management,  through
pre-existing business relationships,  as a long standing business associate. The
entity was provided access to all material information,  which it requested, and
all information  necessary to verify such information and was afforded access to
Tombstone's  management in connection  with the purchases.  The purchaser of the
unregistered  securities  acquired such securities for investment and not with a
view  toward  distribution,  acknowledging  such  intent  to  the  Company.  All
certificates  or  agreements  representing  such  securities  that  were  issued
contained restrictive legends,  prohibiting further transfer of the certificates
or agreements representing such securities, without such securities either being
first registered or otherwise exempt from  registration in any further resale or
disposition.


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

Not applicable.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

The  following  discussion  is intended  to provide an  analysis of  Tombstone's
financial condition and should be read in conjunction with Tombstone's financial
statements  and the notes  thereto set forth  herein.  The matters  discussed in
these  sections that are not  historical  or current  facts deal with  potential
future  circumstances and developments.  Tombstone's actual results could differ
materially from the results discussed in the forward-looking statements. Factors
that could cause or  contribute  to such  differences  include  those  discussed
below.

Plan of Operations

At December 31, 2008, Tombstone had cash on hand of $11,882. The Company intends
to use its cash funds to continue  operations.  Tombstone intends to continue to
develop  the  business  opportunities  presented  by  Tombstone's   OIEPrint(TM)
software  and  its  business  in the  printing  of  custom  playing  cards.  The
development of the business  opportunities  includes continued marketing efforts
and product testing over the next twelve months.

During  the year  ended  December  31,  2008,  the  Company  has  focused on the
continued  development of the Company's OIEPrint software and conducted the beta
testing of such  software.  With the  completion of the testing of the software,
the Company began to offer the software for sale  starting in October 2008.  The
Company offers two products:

     o    OIEPrint  - is a  platform,  independent  browser-based  R (RIA)  that
          supports template driven design and provides high-resolution PDF files
          to the printer; and

     o    OIEPrint  Store  -  An  advanced  e-commerce  solution  that  supports
          multiple  customization options (e.g. paper color, paper weight, paper
          finish,  collating,  binding,  shipping, etc.) and dependent variables
          (e.g. If you choose "A," you cannot choose "B" but can choose "C").

Over the next  twelve  months the  Company  intends to develop a third  software
product,  OIEPrint VDP, a tool for linking  database mining with custom printing
and 1:1 marketing and release it for sales.

                                       18
<PAGE>

While each product will be available as a  stand-alone  license,  the Company is
offering  a  fully  hosted  solution  for  a  monthly  fee.   Customization  and
implementation  fees are also  anticipated.  Tombstone  will offer the  products
through its Company,  via an outbound sales staff that utilizes  Web-based demos
and Web-video in order to engage customers.

During the third  quarter of the year ended  December  31, 2008,  the  Company's
Board of  Directors  resolved  to  abandon  the  manufacture  and  marketing  of
customized  playing cards and to concentrate on the  development,  marketing and
licensing of software for the local printers industry.  As a result, the Company
has  impaired  the value of the of its  playing  card  property  to zero and has
accounted for such properties and operations as discontinued operations.

In the  continuance  of  Tombstone's  business  operations it does not intend to
purchase  or sell any  significant  assets  and the  Company  does not  expect a
significant change in the number of its employees.

The Company is dependent on raising  additional equity and/or,  debt to fund any
negotiated  settlements  with its  outstanding  creditors and meet the Company's
ongoing operating expenses. There is no assurance that Tombstone will be able to
raise the necessary equity and/or debt that it will need to be able to negotiate
acceptable  settlements  with its  outstanding  creditors  or fund  its  ongoing
operating expenses. Tombstone cannot make any assurances that it will be able to
raise funds through such activities.

In addition, the United States and the global business community is experiencing
severe  instability in the commercial  and investment  banking  systems which is
likely to continue to have far-reaching  effects on the economic activity in the
country for an indeterminable  period. The long-term impact on the United States
economy and the  Company's  operating  activities  and ability to raise  capital
cannot be predicted at this time, but may be substantial.


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

For The Year Ended  December  31, 2008  Compared to the Year Ended  December 31,
2007

During the year ended  December 31, 2008 and 2007,  Tombstone  did not recognize
any revenues from its continuing operations.

During  the year  ended  December  31,  2008,  Tombstone  incurred  general  and
administrative  expenses of $323,760  compared to $318,994 during the year ended
December  31,  2007.  The  increase  of $4,766 was due in part to the  Company's
increased  operational  activities compared to the prior period. During the year
ended December 31, 2008, general and administrative expenses included $52,862 in
stock compensation expenses, $23,441 accounting and $144,037 payroll expense.

During the year ended  December 31, 2008,  the Company  recognized a loss before
discontinued  operations of $320,355  compared to $297,048 during the year ended
December 31, 2007. The increase of $23,307 is a result of decrease of $18,054 in
interest income combine with the $4,766  increase in general and  administrative
expenses discussed above.

During the year ended  December  31,  2008,  the Company  incurred a net loss of
$380,089  compared to a net loss of  $342,425  for the year ended  December  31,
2007.  The  decrease of $37,664 was due to the $18,054  decrease in  operational
losses from continuing  operations  combined with the $12,758 in losses from the
abandonment of the playing card component.

                                       19
<PAGE>

During the year ended  December  31, 2008,  Tombstone  recognized a net loss per
share of $0.12  compared  to a net loss per share of $0.11 per share  during the
year ended December 31, 2007.

Liquidity  and Capital  Resources  for the Year Ended  December 31, 2008 and the
--------------------------------------------------------------------------------
Period From April 29, 2005(Inception) Through December 31, 2008
---------------------------------------------------------------

At December 31, 2008,  Tombstone  had cash and cash  equivalents  of $11,882 and
total current assets of $14,119 and current  liabilities of $42,404. At December
31, 2008, current liabilities exceed current assets by $28,205.

Net cash used in operating  activities  during the year ended  December 31, 2008
was $252,007,  compared to net cash used in operating activities during the year
ended  December 31, 2007 of $293,449.  During the year ended  December 31, 2008,
the net cash used  represented a net loss of $380,089,  was adjusted for certain
non-cash  items   consisting  of  stock  based   compensation   of  $52,862  and
depreciation expense of $10,237.

During the year ended  December 31, 2007,  the net cash used  represented  a net
loss of $342,425,  adjusted  certain  non-cash  items  consisting of stock based
compensation of $48,205 and depreciation expense of $8,168.

During the year  ended  December  31,  2008,  the  Company  used  $47,080 in its
investing  activities.  Investing  activities during the year ended December 31,
2008,  included  $6,750 for property and equipment,  $484 of patent  application
costs and $39,846 in the  purchase of software.  During the year ended  December
31,  2007,  the  Company  used cash of $27,453 in its  investing  activities  to
purchase equipment.

During  the year  ended  December  31,  2008,  the  Company  used  $2,529 in its
financing activities  consisting solely of payments on its capital lease. During
the year ended December 31, 2007, the Company  neither  received nor used in its
financing activities.

During the year ended  December 31, 2008,  the Company  granted  vested  options
exercisable  for 600,000  shares of the  Company's  common stock in exchange for
consulting services. The Company recognized  compensation expenses of $52,862 in
connection with the grant.

Going Concern

The  independent  registered  public  accounting  firm's report on the Company's
financial statements as of December 31, 2008 and 2007 includes a "going concern"
uncertainty  paragraph  that  describes  substantial  doubt about the  Company's
ability to continue as a going concern.

Tombstone  is  dependent on raising  additional  equity  and/or debt to fund any
negotiated  settlements  with its  outstanding  creditors  and meet its  ongoing
operating expenses. There is no assurance that the Company will be able to raise
the  necessary  equity  and/or  debt  that  Tombstone  will  need  to be able to
negotiate  acceptable  settlements  with its  outstanding  creditors or fund its
ongoing  operating  expenses.  Tombstone  cannot  make any  assurances  that the
Company will be able to raise funds through such activities.

Critical Accounting Policies

Tombstone  has  identified  the  policies  below  as  critical  to its  business
operations and the  understanding of Tombstone's  results from  operations.  The
impact and any  associated  risks  related to these  policies  on the  Company's
business operations is discussed throughout Management's Discussion and Analysis
of Financial  Conditions  and Results of Operations  where such policies  affect
Tombstone's  reported and expected financial results.  For a detailed discussion

                                       20
<PAGE>

on the  application of these and other  accounting  policies,  see Note 1 in the
Notes to the  Consolidated  Financial  Statements  beginning on page F-7 for the
years ended  December 31, 2008 and 2007.  Note that  Tombstone's  preparation of
this document  requires  Tombstone to make estimates and assumptions that affect
the reported amounts of assets and liabilities,  disclosure of contingent assets
and  liabilities  at the  date  of  Tombstone's  financial  statements,  and the
reported  amounts of  expenses  during the  reporting  periods.  There can be no
assurance that actual results will not differ from those estimates.

Revenue Recognition

Tombstone  follows very specific and detailed  guidelines in measuring  revenue;
however,  certain  judgments  may affect the  application  of Tombstone  revenue
policy.  Revenue results are difficult to predict,  and any shortfall in revenue
or delay in recognizing  revenue could cause  Tombstone's  operating  results to
vary  significantly from quarter to quarter and could result in future operating
losses.

The Company recognizes  revenue pursuant to Securities and Exchange  Commission,
Staff  Accounting  Bulletin  ("SAB") No. 101,  Revenue  Recognition in Financial
Statements,  as amended by SAB No. 104 Revenue Recognition.  Consistent with the
requirements  of these SABs,  revenue is  recognized  only when:  a)  persuasive
evidence of arrangement exists, b) delivery has occurred,  c) the seller's price
to the buyer is fixed, and d) collection is reasonably assured.

Stock-based Compensation

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 123R, which addresses
the accounting for share-based  payment  transactions.  SFAS No. 123R eliminates
the ability to account for share-based  compensation  transactions using APB No.
25 and  generally  requires  instead that such  transactions  be  accounted  and
recognized in the statement of operations based on their fair value. Application
of SFAS 123R  requires  the use of  significant  estimates,  including  expected
volatility,  expected term,  risk-free  interest rate and forfeiture  rate. SFAS
123R was effective for Tombstone beginning July, 2006.

Impairment of Other Long-Lived Assets

Long-lived  assets  that do not have  indefinite  lives,  such as  property  and
equipment  and acquired  customer  relationships,  are  reviewed for  impairment
whenever events or changes in circumstances indicate that the carrying amount of
such assets may not be recoverable.  Determination of recoverability is based on
an estimate of  undiscounted  future  cash flows  resulting  from the use of the
assets and their eventual  disposition.  Measurement  of an impairment  loss for
such long-lived assets is based on the fair value of the assets.

Recent Accounting Pronouncements

In December 2007, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 141 (R), Business Combinations ("SFAS 141 (R)"), which becomes effective for
fiscal periods  beginning after December 15, 2008. SFAS No. 141 (R) requires all
business combinations  completed after the effective date to be accounted for by



                                       21
<PAGE>

applying the acquisition method (previously referred to as the purchase method).
Companies applying this method will have to identify the acquirer, determine the
acquisition  date and purchase price,  and recognize at their  acquisition  date
fair values of the identifiable assets acquired,  liabilities  assumed,  and any
non-controlling  interests in the acquiree.  In the case of a bargain  purchase,
the acquirer is required to reevaluate the measurements of the recognized assets
and liabilities at the acquisition  date and recognize a gain on that date if an
excess  remains.  The Company does not expect the adoption of this  statement to
have a material impact on its financial statements.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements  an  Amendment  of ARB 51 ("SFAS 160") which
becomes  effective for fiscal periods  beginning  after December 15, 2008.  This
statement  amends ARB 51 to establish  accounting  and  reporting  standards for
non-controlling  interests  in a  subsidiary  and for the  deconsolidation  of a
subsidiary.  The statement requires ownership  interests in subsidiaries held by
parties other than the parent be clearly identified,  labeled,  and presented in
the  consolidated  statement of financial  position within equity,  but separate
from the parent's equity. The statement also requires consolidated net income to
be reported at amounts that include the amounts  attributable to both the parent
and  the  non-controlling   interest,   with  disclosure  on  the  face  of  the
consolidated  statement  of income of the  amounts  of  consolidated  net income
attributable  to the parent and to the  non-controlling  interest.  In addition,
this  statement  establishes  a single  method of  accounting  for  changes in a
parent's   ownership   interest   in  a   subsidiary   that  do  not  result  in
deconsolidation  and  requires  that a  parent  recognize  a gain or loss in net
income when a  subsidiary  is  deconsolidated.  The Company  does not expect the
adoption  of  this  statement  to  have  a  material  impact  on  its  financial
statements.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial  Assets and  Financial  Liabilities  - Including  an amendment to FASB
Statement No. 115. This  statement  permits  companies to choose to measure many
financial instruments and other items at fair value. The objective is to improve
financial  reporting  by providing  entities  with the  opportunity  to mitigate
volatility  in  reported   earnings  caused  by  measuring  related  assets  and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  statement  is  expected  to  expand  the  use of  fair  value
measurement of accounting for financial  instruments,  and the fair value option
established by this statement  permits all entities to measure eligible items at
fair value at specified  election  dates.  This  statement was effective for the
Company on January 1, 2008.  The Company did not apply the fair value  option to
any of its  outstanding  instruments  and therefore SFAS No. 159 did not have an
impact on the Company's financial statements.

In March  2008,  the FASB  issued  SFAS No.  161  Disclosures  about  Derivative
Instruments and Hedging Activities.  SFAS No. 161 requires additional disclosure
related to derivatives  instruments  and hedging  activities.  The provisions of
SFAS No. 161 are effective for fiscal years and interim periods  beginning after
November,  15,  2008,  and the  Company is  currently  evaluating  the impact of
adoption.

In  April  2008,   the  FASB  issued  FASB  Staff   Position  (FSP)  FAS  142-3,
Determination  of the  Useful  Life of  Intangible  Assets.  This FSP amends the
factors that should be considered in developing renewal or extension assumptions
used to determine  the useful life of a recognized  intangible  asset under FASB
Statement No. 142,  "Goodwill and Other  Intangible  Assets." The intent of this
FSP is to  improve  the  consistency  between  the useful  life of a  recognized
intangible  asset under Statement 142 and the period of expected cash flows used
to measure the fair value of the asset  under FASB  Statement  No. 141  (Revised
2007),  "Business  Combinations," and other U.S.  generally accepted  accounting
principles  (GAAP).  This FSP is effective for financial  statements  issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal  years.  Early  adoption is  prohibited.  The Company does not expect the
adoption of FSP 142-3 to have a material effect on its results of operations and
financial condition.

                                       22
<PAGE>

In May 2008,  the FASB issued SFAS No. 162, The Hierarchy of Generally  Accepted
Accounting  Principles (SFAS 162). SFAS 162 identifies the sources of accounting
principles  and  the  framework  for  selecting  the  principles   used  in  the
preparation  of  financial  statements  of  nongovernmental  entities  that  are
presented in conformity with generally accepted accounting  principles (the GAAP
hierarchy).  SFAS 162 will become effective 60 days following the SEC's approval
of the Public Company  Accounting  Oversight Board amendments to AU Section 411,
"The Meaning of Present Fairly in Conformity With Generally Accepted  Accounting
Principles."  The  Company  does not expect the  adoption  of SFAS 162 to have a
material effect on its results of operations and financial condition.

In May 2008, the FASB issued FASB Staff  Position (FSP) No. APB 14-1  Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)  (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

Tombstone's  operations do not employ financial instruments or derivatives which
are market sensitive. Short term funds are held in non-interest bearing accounts
and funds held for longer periods are placed in interest bearing accounts. Large
amounts of funds,  if available,  will be distributed  among multiple  financial
institutions to reduce risk of loss.  Tombstone's  cash holdings do not generate
interest income.


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

The audited financial  statements of Tombstone  Technologies,  Inc. for the year
ended December 31, 2008, period from April 29, 2005 (inception) through December
31, 2007,  and period from April 29, 2005 through  December 31, 2008,  appear as
pages F-3 through F-6.

                                       23

<PAGE>



                          Tombstone Technologies, Inc.

                              FINANCIAL STATEMENTS

                    YEAR ENDED DECEMBER 31, 2008, PERIOD FROM
            APRIL 29, 2005 (INCEPTION) THROUGH DECEMBER 31, 2007, AND
              PERIOD FROM APRIL 29, 2005 THROUGH DECEMBER 31, 2008

                          TOMBSTONE TECHNOLOGIES, INC.
                        (Formerly Tombstone Cards, Inc.)
                          Index to Financial Statements

                                                                          Page
                                                                         ------

Independent Auditors' Report..............................................F-2

Balance Sheets at December 31, 2008 and 2007..............................F-3

Statements of Operations for the Years Ended December 31, 2008
    and 2007..............................................................F-4

Statement of Changes in Shareholders' Equity for the
    period from January 1, 2007 through December 31, 2008.................F-5


Statements of Cash Flows for the Years Ended December 31, 2008
    and 2007..............................................................F-6

Notes to Financial Statements.............................................F-7













                                      F-1

<PAGE>

             Report of Independent Registered Public Accounting Firm


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

We have audited the accompanying balance sheet of Tombstone  Technologies,  Inc.
as of December  31, 2008 and 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, 2008.  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  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial  statements,  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 Technologies, Inc. as
of December 31, 2008 and 2007,  and the results of its  operations  and its cash
flows for each of the years in the two-year  period ended  December 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.

As  shown  in the  financial  statements,  the  Company  incurred  a net loss of
$380,089 for 2008 and has incurred  substantial  net losses for each of the past
three years. At December 31, 2008, current  liabilities exceed current assets by
$28,285.  These factors,  and the others discussed in Note 1, raise  substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of  recorded  assets,  or  the  amounts  and  classification  of
liabilities  that might be necessary in the event the company cannot continue in
existence


/s/ Cordovano and Honeck LLP
Cordovano and Honeck LLP
Englewood, Colorado
March 13, 2009

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                                  TOMBSTONE TECHNOLOGIES, INC.
                                (Formerly Tombstone Cards, Inc.)
                                         Balance Sheets


                                                                                                December 31,
                                                                                     --------------------------------------
                                                                                           2008                2007
                                                                                     ------------------  ------------------
                                             Assets
<S>                                                                                  <C>                 <C>

Current assets
   Cash and cash equivalents....................................................     $          11,882   $         313,498
   Accounts receivable, net.....................................................                   383               9,256
   Prepaid expenses.............................................................                 1,854               1,494
                                                                                     ------------------  ------------------

             Total current assets...............................................                14,119             324,248
   Property and equipment, net of accumulated depreciation (Note 3).............                17,591              21,078
   Net assets of discontinued operations (Note 4)...............................                  --                17,789
   Deferred software development costs (Note 3).................................                53,450              13,604
   Intangible assets, net of accumulated amortization...........................                   484                --
                                                                                     ------------------  ------------------
             Total assets.......................................................     $          85,644   $         376,719
                                                                                     ==================  ==================

                              Liabilities and Shareholders' Equity

Current liabilities:
   Accounts payable and accrued liabilities.....................................     $          39,707   $             578
   Unearned revenue.............................................................                  --                   448
   Current portion - capital lease obligation...................................                 2,697               1,992
                                                                                     ------------------  ------------------

             Total current liabilities..........................................                42,404               3,018

Capital lease obligation, less current portion (Note 1 and Note 3)..............                 1,542               4,776
                                                                                     ------------------  ------------------

             Total liabilities..................................................                43,946               7,794
                                                                                     ------------------  ------------------

Shareholders' equity:
   Preferred stock, no par value; 1,000,000 shares authorized,
     -0- and -0- shares issued and outstanding..................................                  --                  --
   Common stock, no par value; 100,000,000 shares authorized,
     3,230,000 and 3,230-,000 shares issued and outstanding.....................               816,305             816,305
   Additional paid-in capital...................................................               134,892              82,030
   Deficit accumulated during development stage.................................              (909,499)           (529,410)
                                                                                     ------------------  ------------------

             Total shareholders' equity.........................................                41,698             368,925
                                                                                     ------------------  ------------------

             Total liabilities and shareholders' equity.........................     $          85,644   $         376,719
                                                                                     ==================  ==================
</TABLE>



                         See accompanying notes to financial statements
                                              F-3
<PAGE>

<TABLE>
<CAPTION>

                             TOMBSTONE TECHNOLOGIES, INC.
                           (Formerly Tombstone Cards, Inc.)
                               Statements of Operations


                                                                          For the Years
                                                                              Ended
                                                                           December 31,
                                                                ----------------------------------
                                                                     2008              2007
                                                                ----------------  ----------------
<S>                                                           <C>                 <C>

Continuing operations:
    Selling, general and administrative expenses..............$       323,760     $     318,994
                                                                ----------------  ----------------

               Loss from continuing operations................       (323,760)         (318,994)
Other income and (expense):
    Interest income...........................................          3,893            21,947
    Interest expense..........................................           (488)            --
                                                                ----------------  ----------------
                                                                        3,405            21,947
    Loss before income taxes and
      discontinued operations.................................       (320,355)         (297,048)
Income tax provision..........................................            --                 --
                                                                ----------------  ----------------

      Loss before discontinued operations.....................       (320,355)         (297,048)
Discontinued operations:
    Loss from operations of playing card
      component, net of taxes.................................        (46,976)          (45,377)
    Loss from abandonment of playing card
      component, net of taxes.................................        (12,758)            --
                                                                ----------------  ----------------

               Net loss.......................................$      (380,089)    $    (342,425)
                                                                ================  ================

Basic and diluted loss per share..............................$         (0.12)    $       (0.11)
                                                                ================  ================

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











                    See accompanying notes to financial statements
                                          F-4

<PAGE>

<TABLE>
<CAPTION>

                                  TOMBSTONE TECHNOLOGIES, INC.
                                (Formerly Tombstone Cards, Inc.)
                          Statement of Changes in Shareholders' Equity
                                           Additional

                                                      Common Stock                   Paid-in          Accumulated
                                           -----------------------------------
                                               Shares             Amount             Capital            Deficit             Total
                                           ----------------   ----------------   -----------------  -----------------  -------------
<S>                                        <C>                <C>                <C>                <C>                <C>

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...............................          --                  --                   --         (342,42           342,425)
                                           ----------------   ----------------   -----------------  -----------------  -------------

Balance at December 31, 2007...............    3,230,000            816,305               82,030         (529,410)         368,925
                                           ----------------   ----------------   -----------------  -----------------  -------------
    Stock options and warrants vested......          --                  --               52,862              --            52,862
    Net loss...............................          --                  --                   --         (380,089)        (380,089)
                                           ----------------   ----------------   -----------------  -----------------  -------------
Balance at December 31, 2008...............    3,230,000      $     816,305      $       134,892   $     (909,499)     $    41,698
                                           ================   ================   =================  =================  =============
</TABLE>











                         See accompanying notes to financial statements
                                              F-5

<PAGE>

<TABLE>
<CAPTION>

                          TOMBSTONE TECHNOLOGIES, INC.
                        (Formerly Tombstone Cards, Inc.)
                            Statements of Cash Flows

                                                                           For the Years
                                                                               Ended
                                                                            December 31,
                                                                  ------------------------------------
                                                                        2008                2007
                                                                  -----------------  -----------------
<S>                                                               <C>                <C>

Cash flows from operating activities:
    Net loss......................................................$        (380,089)  $   (342,425)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
    Stock-based compensation......................................           52,862         48,205
    Depreciation Expense..........................................           10,237          8,168
      Change in operating assets and liabilities:
        Decrease (increase) in accounts receivable................            8,873         (9,256)
        Decrease (increase) in prepaid expenses...................             (360)         7,918
        Decrease (increase) in inventories........................             --           (4,760)
        Loss on write off of assets of discontinued
          playing card component (Note 4).........................           17,789           --
        (Decrease) increase in accounts payable...................           38,681         (1,299)
                                                                  -----------------  -----------------
               Net cash flows used in
                 operating activities.............................         (252,007)      (293,449)
                                                                  -----------------  -----------------

Cash flows from investing activities:
    Purchase of property and equipment............................           (6,750)       (27,453)
    Patent application costs......................................             (484)         --
    Purchase of software..........................................          (39,846)         --
                                                                  -----------------  -----------------
               Net cash flows used in
                 investing activities.............................          (47,080)       (27,453)
                                                                  -----------------  -----------------

Cash flows from financing activities:
    Cash payments on capital lease................................           (2,529)          --
                                                                  -----------------  -----------------
               Net cash flows used in
                 financing activities.............................           (2,529)          --
                                                                  -----------------  -----------------


                 cash equivalents.................................         (301,616)      (320,902)

Cash and cash equivalents:
    Beginning of year.............................................          313,498        634,400
                                                                  -----------------  -----------------

    End of year...................................................$          11,882   $    313,498
                                                                  =================  =================

Supplemental disclosure of cash flow information:
  Cash paid during the year for:
      Income taxes................................................$            --     $       --
                                                                  =================  =================
      Interest....................................................$            --     $       --
                                                                  =================  =================
</TABLE>




                    See accompanying notes to financial statements
                                         F-6

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                        (Formerly Tombstone Cards, Inc.)
                          Notes to Financial Statements

(1) Summary of Significant Accounting Policies

Organization and Basis of Presentation

Tombstone   Technologies,   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.  We changed our name in 2008 from Tombstone  Cards,
Inc. to Tombstone Technologies, Inc. to reflect our current operations (See also
Note 4).

We have had limited operations since inception. Those operations have focused on
the structure and capital  formation of the Company and on the manufacturing and
marketing of customized playing cards.

In 2007, as part of our manufacturing  and printing of customized  playing cards
business, we researched the technology to handle the development,  marketing and
licensing of software targeting the local printers industry.

During the third  quarter of 2008,  our board of directors  made the decision to
revise our business  plan to direct the Company's  efforts and resources  toward
the development and marketing of the local printer's industry  software.  We are
no longer promoting our customized playing cards and we have abandoned,  for all
intents and purposes, the customized playing card business.

We plan to offer the following products to local printers:

     o    OIEPrint - a platform  independent,  browser-based  RIA that  supports
          template driven design and provides  high-resolution  PDF files to the
          printer.

     o    OIEPrint  Store  -  an  advanced  e-commerce  solution  that  supports
          multiple  customization options (e.g. paper color, paper weight, paper
          finish,  collating,  binding,  shipping, etc.) and dependent variables
          (e.g. If you choose "A," you cannot choose "B" but can choose "C")

     o    OIEPrint VDP - an easy-to-use  tool for linking  database  mining with
          custom printing and 1:1 marketing.

In connection with the development of the OIEPrint(TM) software, on December 27,
2007, the Company 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.

There is no assurance,  of course, of market  acceptance,  or that, if accepted,
the new products will be profitable.

Development Stage Company

During 2007, we emerged from the development stage.

Uncertainties:

We have  suffered  losses from  operations  since  inception and at December 31,
2008,  we have a deficit in working  capital such that we are unable to meet our
obligations as they come due without raising  additional debt or equity capital.
Currently, we have negative trends.

We have  plans in place  for  dealing  with the  effects  of the  above  adverse
conditions and events.  We plan to launch our first two products  during the 2nd
quarter of 2009. In addition to the proceeds  from the sale of our products,  we

                                      F-7

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                        (Formerly Tombstone Cards, Inc.)
                          Notes to Financial Statements

plan to raise $150,000 through the sale of convertible promissory notes payable.
We  commenced  the  offering of such notes in the first  quarter of 2009.  As of
March 25,  2009,  we have  raised  $5,000 in  proceeds  from the  offering.  The
proceeds from this offering,  assuming we sell out, should alleviate substantial
doubt about of ability to continue as a going concern through July 2009. We plan
to  raise  additional  funds  before  August  2009,  if  necessary.  We  plan to
periodically raise capital until we cash flow from operations.

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 $-0- and $304,489
cash equivalents at December 31, 2008 and 2007, respectively.

Accounts Receivable:

The allowance for doubtful accounts, which is $-0- and $-0- at December 31, 2008
and 2007,  respectively,  is based on an  assessment  of the  collectibility  of
customer  accounts.  We review the  allowance  by  considering  factors  such as
historical  experience,  credit  quality,  and  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. (See discontinued operations).

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.

Unamortized Software Development Costs

Software  development  costs  include  payments  made  to  independent  software
developers  under  agreement.  We  account  for  software  development  costs in
accordance  with  Statement  of  Position  98-1,  "Accounting  for the  Costs of
Computer Software Developed or Obtained for Internal Use." Software  development
costs are capitalized once the  technological  feasibility of a software program
is established  and such costs are determined to be  recoverable.  Technological
feasibility is evaluated on a  program-by-program  basis. We evaluate the future
recoverability of capitalized  amounts on a quarterly basis. The  recoverability
of capitalized  software  development  costs is evaluated  based on the expected
performance of the specific program for which the costs relate.

Significant management judgments and estimates are utilized in the assessment of
when  technological  feasibility  is  established,  as  well  as in the  ongoing
assessment of the  recoverability  of capitalized  costs. We evaluate the future
recoverability of capitalized software development costs on a quarterly basis.

                                      F-8

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                        (Formerly Tombstone Cards, Inc.)
                          Notes to Financial Statements

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
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 Costs

All advertising costs are expensed as incurred. Advertising expenses were $9,574
and  $32,275,  respectively,  for the years  ended  December  31, 2008 and 2007,
respectively.

Earnings (Loss) per Common Share

Basic  earnings  per share are 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, 2008 and 2007, there were no variances between basic and diluted
loss per share as the impact of options and warrants  outstanding  to purchase a
total of 5,020,000 shares of our common stock at December 31, 2008 and 4,570,000
shares of our common stock at December 31, 2007 would have been anti-dilutive.

Share-Based Awards

Share-based  compensation awards are recognized at fair value in accordance with
SFAS 123(R), "Accounting for Share-Based Payment."

New Accounting Standards

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally  Accepted
Accounting  Principles"  (SFAS 162).  SFAS 162 is intended to improve  financial
reporting by  identifying a consistent  framework,  or hierarchy,  for selecting
accounting  principles to be used in the preparation of financial  statements of
nongovernmental  entities that are presented in conformity  with U.S.  generally

                                      F-9

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                        (Formerly Tombstone Cards, Inc.)
                          Notes to Financial Statements

accepted  accounting  principles (GAAP).  SFAS 162 directs the GAAP hierarchy to
the entity,  not the  independent  auditors,  as the entity is  responsible  for
selecting  accounting  principles  for  financial  statements  (2) Related Party
Transactions.

The  Company is  indebted to two  officers  for accrued but unpaid  compensation
totalling $36,000 at December 31, 2008.


(3) Balance Sheet Components

Property and equipment

At December 31, 2008 and 2007, major classes of property and equipments were:

                                                        December 31,
                                             -----------------------------------
                                                    2008              2007
                                             -----------------------------------
Furniture and fixtures.......................$        1,421   $           1,421
Office equipment.............................        24,612              21,526
Leased equipment.............................         6,768               6,768
Less: accumulated depreciation...............       (15,210)             (8,637)
                                             $       17,591   $          21,078

Depreciation expense was $10,237 and $8,168,  respectively,  for the years ended
December 31, 2008 and 2007.

Unamortized Software Development Costs

At December 31, 2008 and 2007, unamortized software development costs were:

                                                        December 31,
                                                --------------------------------
                                                    2008                2007
                                                    ----                ----
OEI Print....................................   $   26,725            $  13,604
OEI Storefront...............................       26,725                 --


We plan to amortize the software  development costs over their useful lives once
the software is placed into service.

(4) Discontinued Operations- Playing Card Component

Our  playing  card  component  lost  $46,976  and  $45,377  in  2008  and  2007,
respectively.
During the third quarter of 2008, the Board of Directors resolved to abandon the
manufacture and marketing of customized  playing cards and to concentrate on the
development,  marketing  and  licensing  of  software  for  the  local  printers
industry.

In the fourth  quarter 2008, we wrote-off the value of our playing card property
as follows:

                                      F-10

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                        (Formerly Tombstone Cards, Inc.)
                          Notes to Financial Statements

Unamortized website costs......................$        6,014
Packaging supplies inventory...................         6,744
                                                --------------
                                                $      12,758
                                                ==============

Results for the discontinued operations were as follows:

                                                         Year Ended
                                                        December 31,
                                                      ----------------
                                                   2008                2007
                                                ---------            --------
Net sales....................................   $   55,438          $   43,759
Cost of sales................................      (36,414)            (22,886)
Allocated overhead expense...................      (66,000)            (66,250)
                                                -----------         -----------
                                                $  (46,979)         $  (45,377)
                                                ===========         ===========

The net liabilities of discontinued  operations that are included on the Balance
Sheet consisted of the following:

                                                         Year Ended
                                                        December 31,
                                                      ----------------
                                                   2008                2007
                                                ---------            --------
Unamortized website costs....................   $   --              $    7,732
Shipping containers..........................       --                   3,025
Card decks...................................       --                   7,032
                                                -----------         -----------
                                                $   --              $   17,789
                                                ===========         ===========

(5) Shareholders' Equity

Preferred Stock

The Company has authorized  1,000,000  shares of preferred  stock. To date there
have been no issuance of preferred  stock.  Upon issuance the Board of Directors
will determine the terms and conditions.

Common Stock

The Company is  authorized  to issue  100,000,000  shares of no par value common
stock.

Common Stock Options and Warrants

During 2008, we granted to  consultants,  options to purchase  600,000 shares of
our common stock at an exercise prices ranging from $0.65 per share to $1.50 per
share, in exchange for consulting  services.  The options vested immediately and
expired  from  2009 to 2013.  Our  Board  of  Directors,  utilizing  appropriate
software,  estimated the fair value of the options at values ranging from $0.001
per  share to  $0.2981  per  share,  or  $52,863,  which was  recorded  as stock
compensation  cost  included  in  general  and  administrative  expenses  in the
accompanying financial statements at December 31, 2008.

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:

                                      F-11

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                        (Formerly Tombstone Cards, Inc.)
                          Notes to Financial Statements

                                                        From             To
Risk-free interest rate............................     0.70%           2.37%
Dividend yield.....................................     0.00%           0.00%
Volatility factor..................................    22.00%          50.00%
Weighted average expected life.....................     0.07%           5.00%

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.

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:

                                      F-12

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                        (Formerly Tombstone Cards, Inc.)
                         Notes to Financial Statements

<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 January 1, 2007................................    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
Granted.......................................................      600,000
Exercised.....................................................        --           --             --               N/A
Cancelled/Expired.............................................     (150,000)       --             --               N/A
                                                              -------------- ------------------------------ ---------------
Outstanding at December 31, 2008..............................    5,020,000   $0.65 - $1.50  $   0.95          1.35 years
                                                              ==============                 ==============

Excerisable at December 31, 2008..............................    5,020,000   $0.65 - $1.50  $   0.89          1.35 years
                                                              ============== ============================== ===============
</TABLE>

                                                                Year Ended
                                                               December 31,
                                                         -----------------------
                                                          2008            2007
                                                          ----            ----
Total fair value of options vested during the period    $ 52,863        $ 48,205

(6) Income Taxes

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

<TABLE>
<CAPTION>

                                                                 Year Ended
                                                                December 31,
                                                      --------------------------------
                                                        2008                    2007
                                                      --------                --------
<S>                                                   <C>                     <C>

U.S. statutory federal rate......................         25%                   27.50%
State income tax rate............................          5%                    3.36%
Permanent difference - Contributed services......      -1.90%                   -1.90%
Net operating loss for which no tax
  benefit is currently available.................     -28.10%                  -28.96%
                                                      --------                --------
                                                        0.00%                    0.00%
                                                      --------                --------
</TABLE>

                                      F-13

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                        (Formerly Tombstone Cards, Inc.)
                         Notes to Financial Statements

At  December  31,  2008,  deferred  tax assets  consisted  of a net tax asset of
$148,149 due to operating loss carryforwards of $909,499 which was fully allowed
for, in the valuation allowance of $148,149. 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,  2008  totaled
$380,089. The net operating loss carryforward expires through the year 2028.

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.

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)      Subsequent Event

Through March 25, 2009,  we have raised $5,000 in connection  with a convertible
promissory note at 8%.

















                                      F-14

<PAGE>

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

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
--------------------------------

The Company  maintains a system of disclosure  controls and procedures  that are
designed for the purposes of ensuring that information  required to be disclosed
in the Company's SEC reports is recorded,  processed,  summarized,  and reported
within the time  periods  specified  in the SEC rules and  forms,  and that such
information  is  accumulated  and  communicated  to  the  Company's  management,
including the Chief Executive Officer and Chief Financial Officer as appropriate
to allow timely decisions regarding required disclosure.

Management,  including the Chief Executive Officer and Chief Financial  Officer,
after  evaluating the  effectiveness  of the Company's  disclosure  controls and
procedures  as defined in Exchange  Act Rules  13a-14(c) as of December 31, 2008
(the "Evaluation  Date") concluded that as of the Evaluation Date, the Company's
disclosure  controls  and  procedures  were  effective  to ensure that  material
information  relating to the Company would be made known to them by  individuals
within  those  entities,  particularly  during the  period in which this  annual
report was being prepared and that  information  required to be disclosed in the
Company's SEC reports is recorded,  processed,  summarized,  and reported within
the time periods specified in the SEC's rules and forms.

ITEM 9A(T). CONTROLS AND PROCEDURES
-----------------------------------

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Tombstone's  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.  Tombstone's
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.  The Company's internal control over financial
reporting includes those policies and procedures that:

     (1)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of the
          Company's assets;

     (2)  provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted  accounting  principles,  and that Tombstone's
          receipts  and  expenditures  are being  made only in  accordance  with
          authorizations of the Company's management and directors; and

     (3)  provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  Company's
          assets  that  could have a material  effect on  Tombstone's  financial
          statements.

Management's  assessment  of  the  effectiveness  of the  registrant's  internal
control  over  financial  reporting  is as of the year ended  December 31, 2008.
Tombstone believes that internal control over financial  reporting is effective.
The Company has not identified any, current material weaknesses  considering the
nature and extent of the Company's current operations and any risks or errors in
financial reporting under current operations.

                                       24
<PAGE>

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.

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 Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There was no change in the Company's  internal control over financial  reporting
that  occurred  during the fiscal  quarter  ended  December 31,  2008,  that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION
---------------------------

Not applicable.


                                    PART III

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

The following table sets forth  information as to persons who currently serve as
Tombstone's  directors,  executives  or  officers,  including  their  ages as of
December 31, 2008.

<TABLE>
<CAPTION>

      Name              Age                   Position                             Term
-------------------- ---------- --------------------------------------------- ----------------
<S>                  <C>        <C>                                           <C>

John N. Harris          62      President, Chief Executive Officer and             Annual

Neil A. Cox             59      Chairman of the Board and Chief Financial          Annual

William H. Reilly       55      Chief Operations Officer/Chief Technology          Annual
</TABLE>


Tombstone's  officers are elected by the board of directors at the first meeting
after each annual  meeting of  Tombstone's  shareholders  and hold office  until
their successors are duly elected and qualified under Tombstone's  bylaws, or as
defined by the terms of employment agreements.

The  directors  named  above  will  serve  until  the  next  annual  meeting  of
Tombstone's stockholders.  Thereafter, directors will be elected for one-, two-,
or  three-year  terms at the annual  stockholders'  meeting.  Officers will hold
their positions at the pleasure of the board of directors  absent any employment
agreement.  There is no arrangement or  understanding  between the directors and
officers of  Tombstone  and any other  person  pursuant to which any director or
officer was or is to be selected as a director or officer.

Tombstone's  Officers devote  substantially all their time to the affairs of the
Company.

President, Chief Executive Officer and Director
John N. Harris, 62

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 Tombstone experience in the
public securities market.

                                       25
<PAGE>

Chairman of the Board and Chief Financial Officer
Neil A. Cox, 59

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.

Chief Operations Officer/Chief Technology Officer and Director
William H. Reilly, 55

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.

Annual Meeting

The annual meeting of Tombstone's stockholders is expected to be held as soon as
practicable.  This  will  be a  meeting  of  stockholders  for the  election  of
directors. The annual meeting will be held at Tombstone's principal office or at
such other place as  permitted  by the laws of the State of Colorado and on such
date as may be fixed from time to time by  resolution  of  Tombstone's  Board of
Directors.

Committees of the Board of Directors

Tombstone  is  managed  by its  officers  under  the  oversight  of its Board of
Directors.  Tombstone's Board of Directors plans to establish an Audit Committee
as soon as practicable. Tombstone is currently attempting to recruit one or more
independent  directors  to  serve  on the  Board  of  Directors  and  the  audit
committee,  at least one of whom will qualify as an "Audit  Committee  Financial
Expert"  as  defined  in SEC  regulations.  Tombstone  is  also  establishing  a
Compensation   Committee.   There  are  currently  no  other   committees  under
consideration.

                                       26
<PAGE>

Executive Committee

Tombstone currently does not have an Executive Committee.

Audit Committee

Tombstone  currently does not have an Audit  Committee.  When formed,  the Audit
Committee  will  be  comprised  solely  of  directors  who are  independent  and
financially  competent,  as required  by the  Securities  Exchange  Act of 1934,
which, as amended,  Tombstone refers to as the Securities Exchange Act. At least
one member of the committee will have accounting or related financial management
expertise.

Previous "Blank Check" or "Shell" Company Involvement

Management of the Company has not been  involved in prior private  "blank-check"
or "shell" companies.

Compliance with Section 16(A) of the Exchange Act

Section  16(a) of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")
requires that the  Company's  officers and  directors,  and persons who own more
than ten percent of a registered class of the Company's equity securities,  file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than ten percent  stockholders are
required by  regulation  to furnish to the Company  copies of all Section  16(s)
forms they file.

The following  persons failed to file forms on a timely basis, as required under
Section 16(a) as follows:

         John N. Harris - Form 3 and Schedule 13d
         William H. Reilly - Form 3
         Capital Merchant Banc - Schedule 13d
         Michael J. Keate - Schedule 13d
         Roland Rosenboom - Schedule 13d
         James Scanlon - Schedule 13d
         Mike Scanlon - Schedule 13d

Conflicts of Interest - Directors

The directors of Tombstone,  who are not employed full-time, may not devote more
than a  portion  of their  time to the  affairs  of the  Company.  There  may be
occasions when the time  requirements of Tombstone's  business conflict with the
demands of their other business and investment activities. Experienced directors
of public companies are difficult to engage due to  expertise/experience  issues
and  liability,  and may not be readily  available  to be  engaged,  leaving the
Company lacking in experienced directors.

Conflicts of Interest - Other

Certain  officers and directors of Tombstone may be directors  and/or  principal
shareholders of other companies and, therefore, could face conflicts of interest
with respect to potential acquisitions.  Additionally, officers and directors of
the Company may in the future  participate  in business  ventures which could be
deemed to compete  directly with the Company.  Additional  conflicts of interest
and non-arms length  transactions  may also arise in the future in the event the
Company's  officers or directors are involved in the management of any firm with

                                       27
<PAGE>

which the Company transacts business.  At the date of this Annual Report on Form
10-K, there are no current conflicts of interests involving any of the Company's
directors  or  executive  officers  as to any known  business  conflicts  of the
Company's business.  No member of management is currently an officer/director or
affiliate  with any other  public or private  company that is  currently,  or is
planning to be in a competitive business.


ITEM 11.  EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to officers  during the
fiscal years ended  December 31, 2008,  2007 and 2006. The table sets forth this
information  for  Tombstone,   including   salary,   bonus,  and  certain  other
compensation to the named executive officers for the past three fiscal years and
includes all Officers as of December 31, 2008.

<TABLE>
<CAPTION>

                              SUMMARY EXECUTIVES COMPENSATION TABLE

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

John N. Harris    2008   36,000      0        0        0          0            0              0          36,000
President &       2007   36,000      0        0        0          0            0              0          36,000
CEO (1)           2006   18,000    3,000      0        0          0            0              0          21,000

Neil A. Cox,      2008   36,000      0        0        0          0            0              0          36,000
CFO (1)           2007   36,000      0        0        0          0            0              0          36,000
                  2006   18,000    3,000      0        0          0            0              0          21,000

William H.        2008   42,000      0        0       150                                                 150
Reilly,           2007   42,000      0        0        0          0            0              0          42,000
COO/CTO (1)       2006   21,000    3,500      0     2,500(2)      0            0              0          27,000
</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.
During the year ended December 31, 2008, Messrs. Harris and Cox's both were paid
$18,000 of their $36,000 salaries. The remaining $18,000 was accrued at December
31, 2008.

The  President,  CFO  and  COO/CTO  contributed  their  management  services  to
Tombstone's  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) During the year ended  December 31, 2008, Mr. Reilly was issued an option to
purchase  150,000  shares of the  Company's  common  stock.  The  option  has an
exercise price of $0.65 per share. The option was valued using the Black-Scholes
method. During the year ended December 31, 2006, Mr. Reilly was issued an option

                                       28
<PAGE>

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.

Up until June 30,  2006,  Tombstone's  officers  had served  without  salary and
contributed  their  services,  and thereafter the Company has paid the President
and CFO at a rate of  $3,000  per  month on a  month-  to  month  basis  without
contract.  The COO/CTO is paid at a rate of $3,500 per month on a month to month
basis without contract.

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
                  -------------------------------------------

The following table sets forth certain information concerning outstanding equity
awards held by the  President  and the  Company's  two most  highly  compensated
executive  officers  for the fiscal  year  ended  December  31,  2008 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   Number     value
           underlying    underlying   underlying                        shares   of      of         of
           unexercised  unexercised   unexercised  Option    Option     or       shares  unearned   unearned
             options    options (#)    unearned    exercise  expiration units    of      shares,    shares,
  Name         (#)      unexercisable   options     price      date     of       units   units or   units
           exercisable                    (#)        ($)                stock    of      other      or
                                                                        that     stock   rights     others
                                                                        have     that    that       rights
                                                                        not      have    have not   that
                                                                        vested   not     vested     have
                                                                          (#)    vested     (#)     not
                                                                                  ($)                vested
                                                                                                      ($)
---------- ------------ ------------- ------------ --------- ---------- -------- ------- ---------- ---------
<S>        <C>          <C>           <C>          <C>       <C>        <C>      <C>     <C>        <C>

Neil A.        -0-          -0-           -0-       $ -0-        -        -0-    $ -0-      -0-       -0-
Cox

John N.        -0-          -0-           -0-       $ -0-        -        -0-    $ -0-      -0-       -0-
Harris

William    150,000          -0-           -0-       $0.65     08/2009     -0-    $ -0-      -0-       -0-
H. Reilly  100,000          -0-           -0-       $0.55     08/2009     -0-    $ -0-      -0-       -0-
</TABLE>



                                       29
<PAGE>

                              DIRECTOR COMPENSATION

The following table sets forth certain information concerning  compensation paid
to the  Company's  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, 2008:

<TABLE>
<CAPTION>

                                                                   Non-qualified
                                                   Non-equity        deferred
              Fees                               incentive plan    compensation       All other
              earned     Stock      Option      compensation ($)     earnings        compensation     Total
    Name      or paid    awards     awards ($)                          ($)            ($) (1)         ($)
               in cash      ($)
                 ($)
------------- ---------- ---------- ----------- ----------------- ---------------- ----------------- --------
<S>           <C>        <C>        <C>         <C>               <C>              <C>               <C>

Neil A. Cox     $ -0-      $ -0-      $ -0-          $ -0-             $ -0-            $ -0-         $ -0-

John N.         $ -0-      $ -0-      $ -0-          $ -0-             $ -0-            $ -0-         $ -0-
Harris

William H.      $ -0-      $ -0-       $150          $ -0-             $-0-             $ -0-         $ 150
Reilly (2)
</TABLE>

     (1)  Messrs.  Cox,  Harris and Reilly  serve as officers of the Company for
          which  they  receive  compensation,  as set  forth  in  the  Executive
          Compensation Table.

     (2)  Mr.  Reilly was granted an option  exercisable  for 150,000  shares in
          August 2008. The Option has an exercise price of $0.65 per share.  The
          Option was valued using the  Black-Scholes  Method at $0.001 per share
          for $150.

All of Tombstone's 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 Tombstone's interests.
Such conflicts could include determining what portion of their working time will
be spent on Tombstone's business and what portion on other business interest. To
the  best  ability  and in the  best  judgment  of the  Company's  officers  and
directors,  any  conflicts  of  interest  between  Tombstone  and  the  personal
interests  of  Tombstone's  officers  and  directors  will be resolved in a fair
manner which will protect the  Company's  interests.  Any  transactions  between
Tombstone and entities affiliated with the Company's officers and directors will
be on terms which are fair and  equitable to the Company.  Tombstone's  Board of
Directors intends to continually  review all corporate  opportunities to further
attempt to  safeguard  against  conflicts  of interest  between  their  business
interests and Tombstone's interests.

Tombstone has no intention of merging with or acquiring an affiliate, associated
person or  business  opportunity  from any  affiliate  or any client of any such
person.

                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

Stock Option Plan

Tombstone  has an Option  Plan.  As of December 31,  2008,  900,000  options are
outstanding under the 2006 Option Plan of which 900,000 are exercisable.  During
the year ended  December 31, 2008,  the Company  issued 600,000 shares under the
option plan, of which  150,000  shares were issued to an officer of the Company.
Tombstone has reserved  1,000,000  shares of common stock for issuance under the
2006 Option Plan.

                                       30
<PAGE>

Employment  Agreements  and  Termination  of  Employment  and  Change-In-Control
Arrangements

None  of the  Company's  officers,  directors,  advisors,  or key  employees  is
currently party to employment  agreements  with the Company.  The Company has no
pension,  health, annuity,  bonus,  insurance,  stock options, profit sharing or
similar benefit plans;  however, the Company may adopt such plans in the future.
There are presently no personal benefits available for directors,  officers,  or
employees of the Company.

Compensation Committee Interlocks and Insider Participation

The  Tombstone  Board of  directors  in its  entirety  acts as the  compensation
committee for Tombstone.  Mr. Cox is the Chief Financial Officer and Chairman of
the Company.

Director Compensation

The Company does not pay any  Directors  fees for meeting  attendance.  An Audit
Committee has yet to be established  therefore no compensation has been paid for
this function.

Limitation on Liability and Indemnification

The Colorado Business  Corporation Act requires  Tombstone to indemnify officers
and directors for any expenses incurred by any officer or director in connection
with any actions or proceedings,  whether civil,  criminal,  administrative,  or
investigative,  brought  against such officer or director  because of his or her
status as an officer or director, to the extent that the director or officer has
been  successful  on the  merits  or  otherwise  in  defense  of the  action  or
proceeding.  The Colorado  Business  Corporation  Act permits a  corporation  to
indemnify an officer or director,  even in the absence of an agreement to do so,
for  expenses  incurred  in  connection  with any action or  proceeding  if such
officer  or  director  acted in good  faith  and in a manner  in which he or she
reasonably believed to be in or not opposed to the best interests of the Company
and such  indemnification  is  authorized  by the  stockholders,  by a quorum of
disinterested  directors,  by  independent  legal  counsel in a written  opinion
authorized  by  a  majority  vote  of  a  quorum  of  directors   consisting  of
disinterested directors, or by independent legal counsel in a written opinion if
a quorum of disinterested directors cannot be obtained.

The Colorado Business Corporation Act prohibits indemnification of a director or
officer if a final  adjudication  establishes  that the  officer's or director's
acts or omissions involved intentional misconduct, fraud, or a knowing violation
of the law and were  material  to the cause of  action.  Despite  the  foregoing
limitations on indemnification, the Colorado Business Corporation Act may permit
an officer or  director to apply to the court for  approval  of  indemnification
even if the  officer or  director  is  adjudged  to have  committed  intentional
misconduct, fraud, or a knowing violation of the law.

The Colorado  Business  Corporation  Act also provides that  indemnification  of
directors is not permitted for the unlawful payment of distributions, except for
those directors registering their dissent to the payment of the distribution.

According to  Tombstone's  bylaws,  the Company is  authorized  to indemnify the
Company's  directors to the fullest extent authorized under Colorado Law subject
to certain specified limitations.

                                       31
<PAGE>

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and persons controlling
Tombstone  pursuant to the  foregoing  provisions  or  otherwise,  Tombstone  is
advised that, in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore, unenforceable.


                      EQUITY COMPENSATION PLAN INFORMATION

Stock Option Plan

Tombstone  has an Option  Plan.  As of December 31,  2008,  900,000  options are
outstanding under the 2006 Option Plan of which 900,000 are exercisable.  During
the year ended  December 31, 2008,  the Company  issued 600,000 shares under the
option plan, of which  150,000  shares were issued to an officer of the Company.
The Company has reserved 1,000,000 shares of common stock for issuance under the
2006 Option Plan.


ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
--------------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS
---------------------------

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of Tombstone's outstanding common stock by:

     o    each person who is known by  Tombstone to be the  beneficial  owner of
          five percent (5%) or more of Tombstone's common stock;

     o    Tombstone's President, its other executive officers, and each director
          as identified in the "Management -- Executive  Compensation"  section;
          and

     o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
sixty days of the date of this document into shares of Tombstone's  common stock
are deemed to be outstanding and to be beneficially  owned by the person holding
the options,  warrants,  or convertible  securities for the purpose of computing
the percentage  ownership of the person,  but are not treated as outstanding for
the purpose of computing the percentage ownership of any other person.

The  information  below is based on the number of shares of  Tombstone's  common
stock that Tombstone believes was beneficially owned by each person or entity as

                                       32
<PAGE>

of December 31, 2008.  The total shares  outstanding as of December 31, 2008 was
3,230,000.

<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 N. Harris
                      President, CEO & Director
Common shares         PO Box 1547
                      Lyons, CO 80540                         500,000                    6%

Common shares         Neil A. Cox                             500,000                    6%
                      CFO & Director
                      5380 Highlands Drive
                      Longmont, CO  80503

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

Common shares         Capital Merchant Banc(3)                600,000                    7%
                      600 N. Bradley Road
                      Lake Forest, IL  60045

Common shares         Michael J. Keate(4)                     600,000                    7%
                      7841 Marguette Dr. South
                      Tinley Park, IL  60477

Common shares         Roland Rosenboom(5)                     600,000                    7%
                      585 S. Main St.
                      Clifton, IL  60927

Common shares         James Scanlon(6)                        600,000                    7%
                      9048 W. 5000 South Rd.
                      Herscher, IL 60941

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

All Directors and
Executive Officers as a
Group (3 persons)                                           1,125,000                   14%
</TABLE>

     (1)  Based upon 3,230,000  shares of common stock issued and outstanding on
          December 31, 2008, warrants exercisable for 3,460,000 shares of common
          stock and options  exercisable  for 1,500,000  shares of common stock,
          there would be 8,190,000  shares of Tombstone  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.

                                       33
<PAGE>

     (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.

Rule 13d-3 under the Securities  Exchange Act of 1934 governs the  determination
of  beneficial  ownership of  securities.  That rule  provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or  investment power with respect to such security.  Rule 13d-3
also provides that a beneficial owner of a security  includes any person who has
the right to acquire  beneficial  ownership of such security  within sixty days,
including  through  the  exercise  of any  option,  warrant or  conversion  of a
security.  Any  securities  not  outstanding  which are subject to such options,
warrants,  or conversion privileges are deemed to be outstanding for the purpose
of computing the percentage of outstanding securities of the class owned by such
person.  Those  securities are not deemed to be  outstanding  for the purpose of
computing the  percentage  of the class owned by any other  person.  Included in
this  table are only those  derivative  securities  with  exercise  prices  that
Tombstone  believes have a reasonable  likelihood of being "in the money" within
the next sixty days.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

Other than the stock  transactions  discussed  below,  Tombstone has not entered
into any  transaction  nor are there any proposed  transactions  in which any of
Tombstone's 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.

The Company,  in August 2006,  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 Tombstone deems to be substantially complete.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
-----------------------------------------------

GENERAL.  Cordovano and Honeck, LLP ("C&H") is the Company's  principal auditing
accountant  firm. The Company's  Board of Directors has  considered  whether the
provisions of audit services is compatible with maintaining C&H's independence.

                                       34
<PAGE>

The  following  table  represents  aggregate  fees billed to the Company for the
years ended  December 31, 2008 and  December  31, 2007 by Cordovano  and Honeck,
LLP.

                                       Year Ended December 31,
                                      2008                    2007
                               -------------------      -----------------
Audit Fees                          $ 15,329                $ 13,870

Audit-related Fees                    $ 0                    $8,246

Tax Fees                             $ 625                    $525

All Other Fees                        $ 0                      $ 0

                               -------------------      -----------------
Total Fees                          $ 15,954                $ 22,641


All audit work was performed by the auditors' full time employees.

Audited  related fees during the year ended  December 31, 2007,  were $8,246 and
consisted of the following activities,  reviewing Form SB-2/A (various amendment
thereof),  and draft consent;  review of registration  statements and prospectus
and comparing disclosures with financial statements and working papers

Tombstone's corporate tax returns are prepared by J.L Griffin & Company, P.C.

                                       35

<PAGE>


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

(a)                    Audited financial statements for December 31, 2008

(b)   Exhibit No.                   Description
      -----------                   -----------

        3.1     Articles of Incorporation (1)
        3.2     Articles of Amendment - Name Change to Tombstone Cards, Inc. (1)
        3.3     Articles of Amendment - Name Change to Tombstone Technologies,
                Inc.
        3.5     Bylaws (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 (2)
        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)
        21      List of Subsidiaries - N/A
        31.1    Certification of Chief Executive Officer pursuant to Section 302
                of the Sarbanes-Oxley Act
        31.2    Certification of Chief Financial Officer pursuant to Section 302
                of the Sarbanes-Oxley Act
        32.1    Certification of Principal Executive Officer pursuant to Section
                906 of the Sarbanes-Oxley Act
        32.2    Certification of Principal Financial Officer pursuant to Section
                906 of the Sarbanes-Oxley Act.

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

(1)   Incorporated  by  reference  to  the  Form  S-1   Registration   Statement
(#333-138184)  filed with the Securities and Exchange  Commission on October 24,
2006.

(2)   Incorporated  by  reference  to  the  Form  S-1   Registration   Statement
(#333-138184)  filed with the Securities  and Exchange  Commission on January 8,
2007.

A copy of  documents  can be  provided  by mail,  free of  charge,  by sending a
written request to Tombstone  Technologies,  Inc., 2400 Central Avenue, Suite G,
Boulder, CO 80301.


                                       36
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                          Tombstone Technologies, Inc.

Dated: March 30, 2009
                                         By:  /s/ John N. Harris
                                              ----------------------------------
                                              John N. Harris
                                              President, Chief Executive Officer
                                              and Director

Dated: March 30, 2009
                                         By:  /s/ Neil A. Cox
                                              ----------------------------------
                                              Neil A. Cox
                                              Chief Financial Officer and
                                              Chairman of the Board


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

Dated: March 30, 2009                    /s/ John N. Harris
                                         ---------------------------------------
                                         John N. Harris, President, Chief
                                         Executive Officer and Director

Dated: March 30, 2009                    /s/ Neil A. Cox
                                         ---------------------------------------
                                         Neil A. Cox, Chief Financial Officer
                                         and Chairman of the Board

Dated: March 30, 2009                    /s/ William H. Reilly
                                         ---------------------------------------
                                         William H. Reilly, Chief Operating
                                         Officer, Chief Technology Officer and
                                         Director


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