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, 2009

                                       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.

                     5380 Highlands Dr., Longmont, CO 80503
 ------------------------------------------------------------------------------
               (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




<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 |X| No |_ |

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted  pursuant to Rule 405 of Regulation S-T (ss.  232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

                                                          Yes |_| No |_|

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_]


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 $3,628,930 as of March 25, 2010.

There were 4,878,000 shares  outstanding of the registrant's  Common Stock as of
March 25, 2010.

                                       2

<PAGE>

<TABLE>
<CAPTION>

                                        TABLE OF CONTENTS

                                     PART I
<S>                                                                                        <C>

ITEM 1        Business                                                                       4
ITEM 1 A.     Risk Factors                                                                   7
ITEM 1 B.     Unresolved Staff Comments                                                      14
ITEM 2        Properties                                                                     14
ITEM 3        Legal Proceedings                                                              14
ITEM 4        Removed and Reserved                                                           14

                                     PART II

ITEM 5        Market for Registrant's Common Equity, Related Stockholder Matters and
              Issuer Purchases of Equity Securities                                          15
ITEM 6        Selected Financial Data                                                        16
ITEM 7        Management's Discussion and Analysis of Financial Condition and Results of
              Operations                                                                     17
ITEM 7 A.     Quantitative and Qualitative Disclosures About Market Risk
ITEM 8        Financial Statements and Supplementary Data                                    21
ITEM 9        Changes in and Disagreements with Accountants on Accounting and Financial      22
              Disclosure
ITEM 9 A.     Controls and Procedures                                                        22
ITEM 9 A(T).  Controls and Procedures
ITEM 9B       Other Information                                                              23

                                    PART III

ITEM 10       Directors, Executive Officers, and Corporate Governance                        23
ITEM 11       Executive Compensation                                                         26
ITEM 12       Security Ownership of Certain Beneficial Owners and Management and Related
              Stockholder Matters                                                            29
ITEM 13       Certain Relationships and Related Transactions, and Director Independence      31
ITEM 14       Principal Accounting Fees and Services                                         32

                                     PART IV

ITEM 15       Exhibits, Financial Statement Schedules                                        32
</TABLE>


                                       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 5380  Highlands  Dr.,  Longmont,  Colorado  80503.  The
Company  maintains  a  website  at  www.tombstonetechnologies.com,  which is not
incorporated in and is not a part of this report.

On January 19, 2010, Tombstone entered into an Agreement and Plan of Merger with
Hunt Global  Resources,  Inc. and Hunt Acquisition  Corp. Hunt Global Resources,
Inc. (Hunt) is a Houston-based company focused on the use of new technologies to
maximize the value of its natural resources projects.

The  transaction  is  structured  in the form of a reverse  merger  wherein Hunt
shareholders will receive in excess of 90% of Tombstone Technologies,  Inc. when
the transaction is complete. The completion of the transaction is dependent upon
the deliverance of audited financial statements of Hunt.

The transaction contemplates the issuance of shares as follows:

     A)   29,000,000 shares of Common Stock of Tombstone;

     B)   125,000  Class A Preferred  Convertible  Shares  (having a  conversion
          ratio of one preferred to 208 common  Tombstone  shares and subject to


                                       4
<PAGE>

          the common  stock of the  Tombstone  having  traded at an average  bid
          price of $3.00 for ten consecutive trading days); and

     C)   125,000  Class B  Convertible  Preferred  Shares  (having a conversion
          ratio of one preferred for 248 common  Tombstone shares and subject to
          the common stock of Tombstone having traded at an average bid price of
          $7.00 for ten consecutive trading days).

Current Operations
------------------

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  development  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.

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
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.

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.


                                       5
<PAGE>


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
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.

                                       6

<PAGE>

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.

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.

                                       7

<PAGE>

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.

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, and Tombstone has cash as
of the date of this Annual Report of approximately $5,189.

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 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.


                                       8
<PAGE>

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
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

                                       9
<PAGE>

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.

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

                                       10
<PAGE>

produced  graphic design and printed products using  self-service  alternatives.
Furthermore, Tombstone may have to incur significantly higher and more sustained
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.



                                       11
<PAGE>

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

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." There is a limited
public market for  Tombstone's  Common  Stock.  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

                                       12
<PAGE>

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
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 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.
-----------------------------------------------------------

Tombstone's Common Stock trades on the Over-the Counter Bulletin Board under the
symbol "TMCI." There is a limited public market for Tombstone's Common Stock 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  considerations
--------------------------------------------------------------------------------
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   1,500,000   shares   have   been   reserved.
Award/Earnings/Vesting  criteria  under the Plan  have not been set.  Currently,
there are 1,029,999 Options outstanding under the Plan.

                                       13
<PAGE>

In addition,  the Company has  warrants  exercisable  for 660,000  shares of its
common stock at $0.55 to $0.60 per share. If all of the outstanding  options and
warrants were exercised,  the Company would have issued  1,689,999 shares of its
common stock to the holders of its options and warrants.

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 Common Stock 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 Common Stock
and banks may not accept them as collateral for loans.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2.  PROPERTIES

Tombstone does not own any property,  real or otherwise.  For the first year and
currently,  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 5380  Highlands Dr.,  Longmont,  Colorado
80503.  During the year ended  December  31,  2009,  the Company  moved from its
offices located at 2400 Central Ave., Suite G, Boulder,  CO 80301 to its current
location.   Prior  to  the  move,  the  Company  rented  its  office  space  for
approximately $965 per month, 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, 2009.

ITEM 4.  REMOVED AND RESERVED




                                       14
<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").  The Company's stock currently trades on the OTC Bulletin Board under
the  symbol  "TMCI."  During  the  years  ended  December  31,  2009  and  2008,
Tombstone's common stock had limited trading as shown in the table below.

                                                            HIGH           LOW

For the quarter ended December 31, 2009                    $0.90          $0.30
For the quarter ended September 30, 2009                   $0.30          $0.06
For the quarter ended June 30, 2009                        $0.30          $0.20
For the quarter ended March 31, 2009                       $0.65          $0.27

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 years ended December 31, 2009 and 2008, the Company's Units
did not trade.  During the year ended  December  31,  2009,  the  Company's  "A"
Warrants and "B" Warrants expired.

Holders

There are  approximately  60 holders of record of  Tombstone  common stock as of
December 31, 2009.

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.



                                       15
<PAGE>


Recent Sales of Unregistered Securities

Tombstone  made the  following  unregistered  issuances of its  securities  from
January 1, 2009 through December 31, 2009.

<TABLE>
<CAPTION>

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

      3/3/2009             Common Stock          140,000       Software Development   Business Associate

      6/30/2009            Common Stock          180,000            $18,000 in             Neil Cox

      6/30/2009            Common Stock          180,000            $18,000 in            John Harris

      6/30/2009            Common Stock          116,170            $11,617 in          Michael Willis

       6/30/09                Option              55,000             Services           Michael Willis

       6/30/09                Option              16,666             Services         Business Associate

       6/30/09                Option              58,333             Services         Business Associate

       9/30/09             Common Stock           25,000       Payment on Software    Business Associates

      9/30/090             Common Stock           6,830              Services           Michael Willis
</TABLE>


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.


                                       16
<PAGE>

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, 2009,  Tombstone had cash on hand of $7,439. The Company intends
to use its cash funds to continue  operations.  Those operations have focused on
the structure and capital formation of the Company, as Tombstone operations have
focused  on  the  development  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.  The  development  of the business
opportunities  includes continued marketing efforts and product testing over the
next twelve months.

We are currently offering 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.

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.

During the year ended December 31, 2009, we raised $100,000 in Convertible Notes
that will  mature  after one year.  Payments of interest at the rate of 8.0% per
annum will be accrued and paid each quarter to each investor  beginning June 30,
2009.  During the year ended December 31, 2009, we paid interest of $4,744.  The
investor also has the option,  based on their  conversion  terms,  to convert to
restricted   shares  of  common   stock  at  $0.10  per  share  with   immediate
convertibility  (i.e.  $2,500 = 25,000  shares.)  In February  2010,  all of the
investors of the $100,000 Convertible  Promissory Notes elected to convert their
promissory  notes into shares of the Company's  common stock. The Company issued
1,000,000 shares of its restricted  common stock upon the conversion of $100,000
in principal.

On January 19, 2010, Tombstone entered into an Agreement and Plan of Merger with
Hunt Global  Resources,  Inc. and Hunt Acquisition  Corp. Hunt Global Resources,
Inc. (Hunt) is a Houston-based company focused on the use of new technologies to
maximize the value of its natural resources projects.

The  transaction  is  structured  in the form of a reverse  merger  wherein Hunt
shareholders will receive in excess of 90% of Tombstone Technologies,  Inc. when
the transaction is complete. The completion of the transaction is dependent upon

                                       17
<PAGE>

the  deliverance  of audited  financial  statements of Hunt. At the time of this
filing,  the  transaction has not closed nor have audited  financial  statements
been received.

The transaction contemplates the issuance of shares as follows:

     A)   29,000,000 shares of Common Stock of Tombstone;

     B)   125,000  Class A Preferred  Convertible  Shares  (having a  conversion
          ratio of one preferred to 208 common  Tombstone  shares and subject to
          the common  stock of the  Tombstone  having  traded at an average  bid
          price of $3.00 for ten consecutive trading days); and

     C)   125,000  Class B  Convertible  Preferred  Shares  (having a conversion
          ratio of one preferred for 248 common  Tombstone shares and subject to
          the common stock of Tombstone having traded at an average bid price of
          $7.00 for ten consecutive trading days).

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.

RESULTS OF OPERATIONS

For The Year Ended  December  31, 2009  Compared to the Year Ended  December 31,
2008

During the year  ended  December  31,  2008,  Tombstone  did not  recognize  any
revenues  from its  continuing  operations.  During the year ended  December 31,
2009, Tombstone recognized revenues of $1,508 from its operations. In connection
with the $1,508  revenues,  Tombstone  recognized cost of sales of $1,120 with a
gross profit of $388 for the year ended December 31, 2009.

During the year ended December 31, 2009,  Tombstone incurred selling and general
and  administrative  expenses of $197,654  compared to $323,760  during the year
ended  December  31,  2008.  The  decrease  of  $126,106  was due in part to the
Company's decreased operational  activities compared to the prior period. During
the year ended  December  31, 2009,  the selling and general and  administrative
expenses  consisted  of  $78,983  in stock  compensation  expenses,  $11,912  in
depreciation  expenses  and $18,530 in  amortization  expenses.  During the year
ended  December  31,  2008,  selling  and general  and  administrative  expenses
included $52,862 in stock compensation expenses, $23,441 accounting and $144,037
payroll expense.

During year ended  December 31,  2009,  Tombstone  recognized  a total  interest
expense of $103,533, which consists of $98,333 in expense recognized as a result
of the  beneficial  conversion  feature (the  difference  between the conversion
price and the quoted stock price on the date of commitment)  in connection  with
the  $100,000  in  convertible  promissory  notes  issued  during the year ended
December 31, 2009.

The  Company  recognized  an  impairment  loss on assets of $484 during the year
ended December 31, 2009. The impairment  loss was recognized in connection  with
the write-off of abandoned provisional patents.


                                       18
<PAGE>

For the year  ended  December  31,  2009,  the  Company  incurred  a net loss of
$301,278  compared to a net loss of  $380,089  for the year ended  December  31,
2008.  The decrease of $78,811 in net loss was due to the  $126,494  decrease in
operational  loss offset by the $107,417  increase of other expenses,  resulting
mainly from the $103,045  increase of interest  expense,  as discussed above, as
well as the $59,734 decrease of loss from discontinued operations."

For the year ended December 31, 2009,  Tombstone recognized a net loss per share
of $0.09  compared  to a net loss per share of $0.12 per share  during  the year
ended December 31, 2008.

Liquidity and Capital Resources For the Year Ended December 31, 2009

At December 31, 2009,  Tombstone had total current  assets of $7,439  consisting
solely of cash and cash  equivalents,  and current  liabilities of $107,492.  At
December 31, 2009, current liabilities exceed current assets by $100,053.

Net cash used in operating  activities  during the year ended  December 31, 2009
was $87,272,  compared to net cash used in operating  activities during the year
ended  December 31, 2008 of $252,007.  During the year ended  December 31, 2009,
the net cash used  represented a net loss of $301,278,  was adjusted for certain
non-cash  items  consisting  of stock based  compensation  of $78,983,  interest
expense  of  $98,333  as a result of the  beneficial  conversion  feature of the
$100,000 in  convertible  promissory  notes,  $11,912 in  depreciation  expense,
$18,530  in  amortization  expense  and a $484 loss on the write off of  certain
assets.  During the year ended  December 31, 2009,  there was a $383 decrease in
accounts receivable, a $1,854 decrease in prepaid expenses and a $3,527 increase
in accounts payable.

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,  2008,  there  was an  $8,837  decrease  in  accounts
receivable,  a $360  increase  in prepaid  expenses  and a $38,681  increase  in
accounts payable.

During the year  ended  December  31,  2009,  the  Company  used  $14,857 in the
completion of the purchase of its software.

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, 2009,  the Company was provided  $97,686 from
its financing  activities.  During the year ended December 31, 2009, the Company
made payments of the $2,314 on its capital lease. 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,  2009,  the  Company  issued  Convertible
Promissory  Notes  payable to unrelated  third  parties  totaling  $100,000 with
interest  accruing at 8% per annum (paid quarterly)  maturing twelve months from
date of issuance. The notes were immediately convertible to restricted shares of
common stock at $0.10 per share.

A beneficial  conversion  feature  (difference  between conversion price and the
quoted  stock  price  on the date of  commitment)  embedded  in the  convertible
promissory notes was measured at $100,000 and recorded as a debt discount on the
transaction date. As of December 31, 2009, $98,333 of the discount was amortized
to interest expense,  leaving an unamortized  discount of $1,667 at December 31,
2009.


                                       19
<PAGE>

In January 2010, all of the holders of the  outstanding  Convertible  Promissory
Notes gave conversion  notice to the Company that they would convert their notes
into shares of the Company's  common stock.  The  conversion of the  Convertible
Promissory  Notes  resulted in the  issuance of  1,000,000  shares of  Company's
common  stock to the  convertible  promissory  note  holders of such notes as of
January 15, 2010. After the conversion of such Convertible  Promissory Notes the
Company does not have any Convertible Promissory Notes outstanding.

The Company was  indebted to two  officers  for accrued but unpaid  compensation
totaling $36,000 at December 31, 2008.  During the year ended December 31, 2009,
the Company  issued to two officers a total of 360,000 shares of common stock in
lieu of the  accrued  salaries.  The  fair  value  of the  common  stock  on the
transaction date was $0.10 per share. As a result,  the Company recorded $36,000
against the accrued salaries and $36,000 as stock based compensation.

During the year ended  December 31, 2009,  the Company issued a former officer a
total of 123,000  shares of common  stock in lieu of salaries  valued at $12,300
($0.20  per  share),  based  on the  fair  value  of  the  common  stock  on the
transaction date.

On March 3, 2009,  Tombstone issued 140,000 shares of restricted common stock of
Tombstone  to InDis  Baltic in  accordance  with an  agreement  to  develop  the
OIEPrint  software  and  recorded  it as a deferred  charge.  On June 30,  2009,
Tombstone  recorded  half of the final payment  $5,000 for OIEPrint,  which is a
deferred  charge in the  accompanying  financial  statements.  On July 6,  2009,
Tombstone  issued  25,000  shares of common  stocks to InDis Baltic as the other
half of the final payment in an agreement signed on July 6, 2009.

During  the  second  quarter of 2009,  we  granted  to two  consultants  and one
officer,  options to purchase  129,999 shares of our common stock at an exercise
price of $0.10 to $0.20 per  share,  in  exchange  for  services.  The option to
purchase 129,999 shares of our common stock vested immediately on the grant date
in April and their terms have been  extended  until August,  2012.  Our Board of
Directors  valued  our  common  stock at $0.20  and $0.26 per share on the grant
date. We,  utilizing  appropriate  option pricing  software,  estimated the fair
value of the  options  at $0.05 to $0.26 per share for an  aggregate  grant-date
fair value of $8,009. We recorded  stock-based  compensation in the accompanying
financial statements for the year ended December 31, 2009.

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.

Going Concern

The  independent  registered  public  accounting  firm's report on the Company's
financial statements as of December 31, 2009 and 2008 includes a "going concern"
explanatory  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.



                                       20
<PAGE>


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
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, 2009 and 2008.  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.

Revenue is recognized on the accrual basis in the month  services are performed.
Total  revenues  for the years ended  December 31, 2009 and 2008 were $1,508 and
$-0-, respectively.

Stock-based Compensation

Share based  compensation  awards are  recognized  using an estimate of value in
accordance  with  the fair  value  method.  Under  the  fair  value  recognition
provisions of this statement,  stock-based  compensation cost is measured at the
grant date based on the fair value of the award and is  recognized as expense on
a straight-line basis over the requisite service period,  which generally is the
vesting period. The Company elected the modified-prospective method, under which
prior periods are not revised for  comparative  purposes.  The valuation  method
applies to new grants and to grants that were  outstanding  as of the  effective
date and are subsequently modified.

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.

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.



                                       21
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited financial statements of Tombstone  Technologies,  Inc. for the years
ended December 31, 2009 and 2008 appear as pages F-3 through F-6.

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, 2009
(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.

                                       22
<PAGE>

Management's  assessment  of  the  effectiveness  of the  registrant's  internal
control  over  financial  reporting  is as of the year ended  December 31, 2009.
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.

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,  2009,  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, 2009.


          Name        Age                       Position                 Term
------------------ ---------- --------------------------------------- ----------

John N. Harris        63      President, Chief Executive Officer        Annual
                              and Director

Neil A. Cox           60      Chairman of the Board and Chief           Annual
                              Financial Officer

William H. Reilly     56      Chief Operations Officer/Chief Tech-      Annual
                              nology Officer and Director

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.


                                       23
<PAGE>

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

President, Chief Executive Officer and Director
John N. Harris, 63

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.

Chairman of the Board and Chief Financial Officer
Neil A. Cox, 60

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, 56

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.

FORMER CHIEF EXECUTIVE OFFICER - MICHAEL WILLIS

Mr. Willis was appointed the Chief Executive  Officer of the Company on April 6,
2009 and resigned the  position on September 1, 2009.  Mr.  Willis has served in
leadership  positions  in Internet  technology  companies  for the past  fifteen
years.  He was one of the  founders of Digital  Directions  International,  Inc.
worked with them from March 2000 through  June 2008 and served as president  and
COO  of  Paragon  Solutions,   a  Chicago-based   technology   services  company
specializing  in  Web-based  software  solutions.  Mr.  Willis has served on the
Information  Systems  faculties at the  University of Southern  California,  the
University  of Denver and the  University of Colorado.  Mr. Willis  received his

                                       24
<PAGE>

Bachelor  Science from  Bradley  University  and his Masters from Johns  Hopkins
University.  He has completed graduate programs in Applied Mathematics at George
Washington University and in Statistical Research, The American University.

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.

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.

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
which the Company transacts business.  At the date of this Annual Report on Form

                                       25
<PAGE>

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, 2009,  2008 and 2007. 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, 2009.

<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.           2009      0        0        0        0          0            0              0            0
Harris,           2008   36,000      0        0        0          0            0              0         36,000
President and     2007   36,000      0        0        0          0            0              0         36,000
CEO(1)

Neil A. Cox,      2009      0        0        0        0          0            0              0            0
CFO(1)            2008   36,000      0        0        0          0            0              0         36,000
                  2007   36,000      0        0        0          0            0              0         36,000

William H.        2009      0        0        0        0          0            0              0            0
Reilly,           2008   42,000      0        0       150         0            0              0         42,150
COO/CTO(1)        2007   42,000      0        0        0          0            0              0         42,000

Michael Willis    2009      0        0        0      1,105        0            0              0          1,105
(3)
</TABLE>

(1) 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 and paid during the year ended December 31, 2009.

(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.

(3)Mr.  Willis served the Chief  Executive  Officer of the Company from April 6,
2009 through September 1, 2009. Mr. Willis was issued an option  exercisable for
55,000 shares of the Company's  stock. The option has an exercise price of $0.20
per share and expires in August 2012. The option has a value of $1,105 using the
Black-Scholes Model.

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.





                                       26
<PAGE>


                  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,  2009 the "Named
Executive Officers"):

<TABLE>
<CAPTION>

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

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

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

William      150,000        -0-           -0-       $0.65     08/2012     -0-    $ -0-      -0-       -0-
Reilly       100,000        -0-           -0-       $0.55     08/2012     -0-    $ -0-      -0-       -0-
</TABLE>


                              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, 2009:

<TABLE>
<CAPTION>

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

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


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

William          $ -0-      $ -0-        $-0-          $ -0-            $-0-            $ -0-        $ -0-
Reilly(2)

     (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.
</TABLE>

                                       27
<PAGE>

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, 2009,  1,029,999  options are
outstanding  under the 2006  Option  Plan of which  1,029,999  are  exercisable.
During the year ended December 31, 2009, the Company issued 129,999 shares under
the option plan, of which 55,000  shares were issued to a former  officer of the
Company.  Tombstone has reserved  1,500,000  shares of common stock for issuance
under the 2006 Option Plan.

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,

                                       28
<PAGE>

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.

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, 2009,  1,029,999  options are
outstanding  under the 2006  Option  Plan of which  1,029,999  are  exercisable.
During the year ended December 31, 2009, the Company issued 129,999 shares under
the option plan, of which 55,000  shares were issued to a former  officer of the
Company.  Tombstone has reserved  1,500,000  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.

                                       29
<PAGE>

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
of December 31, 2009.  The total shares  outstanding as of December 31, 2009 was
3,878,000.

<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                         680,000                    12%

       Common shares         Neil A. Cox                             580,000                    10%
                             CFO & Director
                             5380 Highlands Drive
                             Longmont, CO 80503

       Common shares         William H. Reilly(2)                    275,000                   4.9%
                             COO/CTO & Director
                             4859 Dakota Blvd
                             Boulder, CO 80304

       Common shares         Capital Merchant Bank(3)                300,000                    5%
                             600 N. Bradley Road
                             Lake Forest, IL 60045

All Directors and
Executive Officers as a
Group (3 persons)                                                   1,535,000                   28%
</TABLE>

     (1)  Based upon 3,878,000  shares of common stock issued and outstanding on
          December 31, 2009,  warrants  exercisable for 660,000 shares of common
          stock and options  exercisable  for 1,029,999  shares of common stock,
          there would be 5,567,999  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 250,000 shares of common stock.
     (3)  The Capital  Merchant Bank holds these 300,000  warrants  beneficially
          for Joseph Kurczodyna.

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

                                       30
<PAGE>

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.  In May
2009,  the term of these  warrants was extended to August 31, 2012. In May 2009,
Capital Merchant Banc assigned 300,000 to unrelated party individuals..


The Company was indebted to two officers  (Messers.  Cox and Harris) for accrued
but unpaid  compensation  totaling $36,000 at December 31, 2008. During the year
ended  December 31, 2009,  the Company issued to two officers a total of 360,000
shares of common  stock in lieu of the accrued  salaries.  The fair value of the
common  stock on the  transaction  date was $.20 per  share.  As a  result,  the
Company recorded $36,000 against the accrued salaries and $36,000 as stock based
compensation.

During the year ended  December 31, 2009,  the Company  issued a former  officer
(Michael  Willis) a total of 123,000  shares of common stock in lieu of salaries
valued at $24,600 ($0.20 per share), based on the fair value of the common stock
on the transaction date.

During the second  quarter of 2009,  we granted  Mr.  Michael  Willis,  a former
officer of the Company,  an option to purchase 55,000 shares of our common stock
at an exercise price of $0.20 per share, in exchange for services. The option to
purchase 55,000 shares of our common stock vested  immediately on the grant date
in April and  expires  on August 31,  2012.  Our Board of  Directors  valued our
common  stock at $0.20 and $0.26 per  share on the  grant  date.  We,  utilizing
appropriate option pricing software,  estimated the fair value of the options at
$0.05 to $0.26 per share for an aggregate grant-date fair value of $1,105.




                                       31
<PAGE>

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.

The  following  table  represents  aggregate  fees billed to the Company for the
years ended  December 31, 2009 and  December  31, 2008 by Cordovano  and Honeck,
LLP.

                             Year Ended December 31,

                                2009                       2008
                        ---------------------      ---------------------
Audit Fees                    $ 15,124                   $ 15,329

Audit-related Fees              $ 0                         $ 0

Tax Fees                       $ 615                       $ 625

All Other Fees                  $ 0                         $ 0

                        ---------------------      ---------------------
Total Fees                    $ 15,739                   $ 15,954


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

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

                                     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, 2009

<TABLE>
<CAPTION>

(b)     Exhibit No.                        Description
        -----------                        -----------
<S>     <C>            <C>

        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

                                       32
<PAGE>

        31.1           Certification of Chief Executive Officer pursuant to Section 302 of the
        31.2           Certification of Chief Financial Officer pursuant to Section 302 of the
        32.1           Certification of Principal Executive Officer pursuant to Section 906 of the
        32.2           Certification of Principal Financial Officer pursuant to Section 906 of the
                       Sarbanes-Oxley Act

----------------------
</TABLE>

(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., 5380 Highlands Dr., Longmont,
CO 80503.
























                                       33
<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                         (A Development Stage Company)

<TABLE>
<CAPTION>

                                                                                    Page
                                                                               --------------
<S>                                                                            <C>

Report of Independent Registered Public Accounting Firm                              F-2

Balance Sheets at December 31, 2009 and December 31, 2008                            F-3

Statements of Operations for the Years Ended December 31, 2009
    and 2008                                                                         F-4

Statements of Changes in Shareholders' Equity (Deficit) for the Years Ended
    December 31, 2009 and 2008                                                       F-5

Statements of Cash Flows for the Years Ended December 31, 2009
    and 2008                                                                         F-6

Notes to Financial Statements                                                        F-7
</TABLE>

                                      F-1

<PAGE>

                  Independent Registered Public Accounting Firm


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

We have audited the accompanying balance sheets of Tombstone Technologies,  Inc.
as of December  31, 2009 and 2008,  and the related  statements  of  operations,
changes in shareholders' equity/(deficit),  and cash flows for each of the years
in the two-year period ended December 31, 2009.  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, 2009 and 2008,  and the results of its  operations  and its cash
flows for each of the years in the two-year  period ended  December 31, 2009, in
conformity with accounting principles generally accepted in the United States of
America.

As shown in the  financial  statements,  the  Company  incurred  net  losses  of
$301,278  and  $380,089  for  the  years  ended  December  31,  2009  and  2008,
respectively. At December 31, 2009, current liabilities exceed current assets by
$100,053.  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 26, 2010


                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                                  TOMBSTONE TECHNOLOGIES, INC.
                                 (A Development Stage Company)
                                         Balance Sheets

                                                                                            As of December 31,
                                                                                         2009                 2008
                                                                                  -------------------  --------------------
<S>                                                                             <C>                  <C>

                                     Assets

Current Assets
    Cash and cash equivalents                                                   $            7,439   $            11,882
    Accounts receivable                                                                       --                     383
    Prepaid expenses                                                                          --                   1,854
                                                                                  -------------------  --------------------

              Total Current Assets                                                           7,439                14,119

Property and equipment, net (Note 3)                                                         5,679                17,591
Deferred charges                                                                              --                  53,450
Intangible assets, net (Note 3)                                                             92,647                   484
                                                                                  -------------------  --------------------

              Total Assets                                                      $          105,765   $            85,644
                                                                                  ===================  ====================

                Liabilities and Shareholders' Equity (Deficit)
Current Liabilities:
    Accounts payable                                                            $            7,234   $               953
    Accrued payroll                                                                           --                  36,000
    Other current liabilities                                                                 --                   2,754
    Convertible promissory notes, net of unamortized
      discount of $1,667 (Note 4)                                                           98,333                  --
    Current portion - capital lease obligation                                               1,925                 2,697
                                                                                  -------------------  --------------------

              Total Current Liabilities                                                    107,492                42,404

Capital lease obligation, less current portion                                                --                   1,542
                                                                                  -------------------  --------------------

              Total Liabilities                                                            107,492                43,946
                                                                                  -------------------  --------------------

Shareholders' Equity (Deficit) (Note 6):
    Preferred stock, no par value; 1,000,000 shares authorized,
        -0- and -0- shares issued and outstanding, respectively                               --                    --
    Common stock, no par value; 100,000,000 shares authorized,
        3,878,000 and 3,230,000 shares issued and outstanding, respectively                955,775               816,305
    Additional paid-in capital                                                             253,275               134,892
    Accumulated deficit                                                                   (909,499)             (909,499)
    Deficit accumulated during development stage                                          (301,278)               --
                                                                                  -------------------  --------------------

              Total Shareholders' Equity (Deficit)                                          (1,727)               41,698
                                                                                  -------------------  --------------------

              Total Liabilities and Shareholders' Equity (Deficit)              $          105,765   $            85,644
                                                                                  ===================  ====================
</TABLE>


                 See accompanying notes to financial statements
                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                                  TOMBSTONE TECHNOLOGIES INC.
                                 (A Development Stage Company)
                                    Statements of Operations

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

                                                                                      2009                   2008
                                                                               --------------------   --------------------
<S>                                                                             <C>                <C>

Sales                                                                           $            1,508 $                 --
Cost of sales                                                                                1,120                   --
                                                                               --------------------   --------------------
Gross profit                                                                                   388                   --

Selling, general and administrative expenses                                               197,654                323,760
                                                                               --------------------   --------------------

    Loss from continuing operations                                                       (197,266)              (323,760)

Other income and (expense):
    Interest income                                                                              5                  3,893
    Interest expense:
      Beneficial conversion feature (Note 4)                                               (98,333)                   --
      Other                                                                                 (5,200)                  (488)
    Operating loss due to impairment of assets                                                (484)
                                                                               --------------------   --------------------
                                                                                          (104,012)                 3,405

Loss before income taxes and discontinued operations                                      (301,278)              (320,355)
Income tax provision (Note 7)                                                               --                     --
                                                                               --------------------   --------------------
Loss from continuing operations                                                           (301,278)              (320,355)
                                                                               --------------------   --------------------

Discontinued operations (Note 5):
    Loss from operations of playing card
      component, net of taxes                                                               --                    (46,976)
    Loss from abandonment of playing card
      component, net of taxes                                                               --                    (12,758)
                                                                               --------------------   --------------------

Net loss                                                                        $         (301,278)$             (380,089)
                                                                               ====================   ====================

Basic and diluted loss per share:
    Loss from continuing operations                                             $            (0.09)$                (0.10)
                                                                               ====================   ====================
    Loss from discontinued operations, net of tax                               $             0.00 $                (0.02)
                                                                               ====================   ====================
    Net loss                                                                    $            (0.09)$                (0.12)
                                                                               ====================   ====================

Basic and diluted weighted average
    common shares outstanding                                                            3,508,220              3,230,000
                                                                               ====================   ====================

</TABLE>


                         See accompanying notes to financial statements
                                              F-4

<PAGE>

<TABLE>
<CAPTION>

                                  TOMBSTONE TECHNOLOGIES, INC.
                                 (A Development Stage Company)
                     Statement of Changes in Shareholders' Equity (Deficit)

                                                                                                            Deficit
                                                                                                          Accumulated
                                                                       Additional                           During
                                            Common Stock                 Paid-in         Accumulated      Development
                                  ---------------------------------
                                      Shares            Amount           Capital         Deficit          Stage           Total
                                  ---------------- --------------   --------------   --------------- -------------   ---------------
<S>                               <C>              <C>           <C>              <C>              <C>            <C>

Balance at December 31, 2007        3,230,000      $   816,305   $       82,030   $       (529,410)$        --    $       368,925
  Stock options issued to
     consultants                         --               --             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
  March 2009, shares
     issued for software
     development (Note 6)             140,000           37,870             --               --              --             37,870
  June 2009, shares issued
     for accrued payroll
     and services by an
     officer (Note 2)                 476,170           95,234             --               --              --             95,234
  July 2009, shares issued
     for services by an
     officer (Note 2)                   6,830            1,366             --               --              --              1,366
  July 2009, shares issued
     for software develop-
     ment (Note 6)                     25,000            5,000             --               --              --              5,000
  Stock options issued and
     extended (Note 6)                   --               --             18,383             --              --             18,383
  Discount on convertible
     promissory notes (Note 4)           --               --            100,000             --              --            100,000
  Net loss                               --               --               --               --          (301,278)        (301,278)
                                ----------------   --------------   --------------   --------------  -------------   ---------------
Balance at December 31, 2009        3,878,000   $      955,775   $      253,275   $       (909,499) $   (301,278)  $       (1,727)
                                ================   ==============   ==============   ==============  =============   ===============
</TABLE>








                         See accompanying notes to financial statements
                                              F-5

<PAGE>

<TABLE>
<CAPTION>

                                  TOMBSTONE TECHNOLOGIES, INC.
                                 (A Development Stage Company)
                                    Statements of Cash Flows

                                                                                     For the Year Ended
                                                                                         December 31,
                                                                         ----------------------------------------
                                                                                2009                 2008
                                                                         -------------------   ------------------
<S>                                                                     <C>                  <C>

Cash flows from operating activities:
     Net loss                                                           $        (301,278) $          (380,089)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
         Stock-based compensation                                                  78,983                 52,862
         Interest expense - beneficial conversion feature
                of promissory notes                                                98,333                 --
         Depreciation Expense                                                      11,912                 10,237
         Amortization Expense                                                      18,530                 --
         Loss on write off of assets                                                  484                 --
         Loss on write off of assets of discontinued
           playing card component                                                    --                   17,789
         Change in operating assets and liabilities:
           Decrease in accounts receivable                                            383                  8,873
           Decrease (increase) in prepaid expenses                                  1,854                   (360)
           Increase in accounts payable                                             3,527                 38,681
                                                                         -------------------   ------------------

               Net cash used in operating activities                             (87,272)               (252,007)
                                                                         -------------------   ------------------

Cash flows from investing activities:
     Purchase of property and equipment                                              --                   (6,750)
     Patent application costs                                                        --                     (484)
     Purchase of software                                                        (14,857)                (39,846)
                                                                         -------------------   ------------------

               Net cash used in investing activities                             (14,857)                (47,080)
                                                                         -------------------   ------------------

Cash flows from financing activities:
     Proceeds from issuance of convertible promissory notes                      100,000                  --
     Payments on capital lease obligation                                         (2,314)                 (2,529)
                                                                         -------------------   ------------------

               Net cash provided by (used in) financing
                            activities                                             97,686                 (2,529)
                                                                         -------------------   ------------------

Net change in cash and cash equivalents                                           (4,443)               (301,616)

Cash and cash equivalents:
     Beginning of year                                                            11,882                 313,498
                                                                         -------------------   ------------------

     End of year                                                     $             7,439    $             11,882
                                                                         ===================   ==================

Supplemental disclosure of cash flow information:
Cash paid during the year for:
     Income taxes                                                    $               --     $                --
                                                                         ===================   ==================
     Interest                                                        $             5,200    $                488
                                                                         ===================   ==================

   Noncash investing and financing transactions:
     Common stock issued as payment for software development
        costs                                                        $            42,870    $               --
                                                                         ===================   ==================
     Common stock issued as payment for accrued payroll              $            36,000    $                --
                                                                         ===================   ==================
</TABLE>


                 See accompanying notes to financial statements
                                      F-6

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 2009

(1) Presentation and Significant Accounting Policies

Organization

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 5).

We have had limited  operations  since inception.  Those  operations  originally
focused  on the  structure  and  capital  formation  of the  Company  and on the
manufacturing  and marketing of customized  playing cards,  however,  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,  marketing and licensing of software  targeting the local  printers
industry.  We are no longer  promoting our customized  playing cards and we have
abandoned, for all intents and purposes, the customized playing card business.

We are currently offering 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.

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

Basis of Presentation

Development Stage Company

The Company  emerged from the  development  stage in 2007 while  conducting  its
customized  playing cards  operations.  During 2008, our board of directors made
the decision to revise our  business  plan to direct the  Company's  efforts and
resources toward the development,  marketing and licensing of software targeting
the local printers industry. As a result, effective January 1, 2009, the Company
re-entered the development  stage.  Accordingly,  the Company's  activities have
been  accounted  for as those of a  development  stage company as of and for the
year ended December 31, 2009.

Going Concern and Management's Plan

The Company's audited financial  statements for the year ended December 31, 2009
have been prepared on a going concern basis,  which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business. The Company has retained deficits totaling $1,210,777, has incurred
losses from  operations  since  inception,  and has a deficit in working capital
totaling  $100,053 at December 31, 2009. These factors raise  substantial  doubt
about the Company's ability to continue as a going concern.

                                      F-7

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 2009

We have  plans in place  for  dealing  with the  effects  of the  above  adverse
conditions and events. We launched our first two products during the 3rd quarter
of 2009. In addition to the proceeds  from the sale of our  products,  we raised
$100,000 through the sale of convertible promissory notes payable.

During the first  quarter of 2009,  we  commenced  the  offering of  convertible
promissory notes  convertible into shares of our common stock.  Such notes had a
term of one year,  an  interest  rate of 8% per annum (to be paid on a quarterly
basis) and were  convertible into shares of the Company's common stock at a rate
of $0.10 per share. As of July 24, 2009, we raised $100,000 in proceeds from the
offering. During the year ended December 31, 2009, we paid $4,744 in interest to
the holders of the  Convertible  Promissory  Notes.

In January 2010, all of the holders of the  outstanding  Convertible  Promissory
Notes gave conversion  notice to the Company that they would convert their notes
into shares of the Company's  common stock.  The  conversion of the  Convertible
Promissory  Notes  resulted in the  issuance of  1,000,000  shares of  Company's
common  stock to the  convertible  promissory  note  holders of such notes as of
January 15, 2010. After the conversion of such Convertible  Promissory Notes the
Company does not have any Convertible Promissory Notes outstanding.

Proposed Acquisition

On January 19, 2010, the Company announced that it has entered into an agreement
to acquire the assets of Hunt Global  Resources,  Inc., a Houston  based company
focused on the use of new  technologies  to  maximize  the value of its  natural
resources  projects.  The  transaction  is in the form of a reverse  acquisition
wherein Hunt Global Resources will be the surviving company when the transaction
is complete.  The closing of the  acquisition  is subject to the  completion  of
audited financial statements of Hunt Global Resources,  Inc. At the time of this
filing, such audited financial statements have not been produced.

Significant Accounting Policies

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 no cash equivalents
at December 31, 2009 and 2008.

Accounts Receivable:

The  allowance for doubtful  accounts,  which is $1,508 and $-0- at December 31,
2009 and 2008, respectively,  is based on an assessment of the collectability 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.

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.

                                      F-8

<PAGE>
                          TOMBSTONE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 2009

Capitalized Software Development Costs

Software  development  costs  include  payments  made  to  independent  software
developers under agreement.

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.

Capitalized  software development costs are amortized over their useful lives (3
years) commencing when the software was placed into service.

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.  No  impairments  have been  recognized  for the years
ended December 31, 2009 and 2008.

Revenue Recognition

Revenue is recognized on the accrual basis in the month  services are performed.
Total  revenues  for the years ended  December 31, 2009 and 2008 were $1,508 and
$-0-, respectively.

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  Accounting  Standards
Codification  ("ASC") ASC-740  "Accounting for Income Taxes".  ASC-740  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.

In addition  ASC-740 seeks to reduce the diversity in practice  associated  with
certain aspects of the  recognition  and  measurement  related to accounting for
income taxes and has analyzed  filing  positions in all of the federal and state
jurisdictions  where it is required to file income tax  returns,  as well as all
open tax years in these jurisdictions. We have identified our federal tax return
and our state tax return in Colorado as "major" tax  jurisdictions,  as defined.
We believe that our income tax filing positions and deductions will be sustained
on audit and do not  anticipate any  adjustments  that will result in a material

                                      F-9

<PAGE>
                          TOMBSTONE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 2009

adverse effect on our financial condition,  results of operations, or cash flow.
Therefore,  no reserves for uncertain  income tax  positions  have been recorded
pursuant to ASC-740. We did not record a cumulative effect adjustment related to
the adoption of ASC-740.

Advertising Costs

All advertising costs are expensed as incurred. Advertising expenses were $1,875
and  $9,574,  respectively,  for the years  ended  December  31,  2009 and 2008,
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, 2009 and 2008, there were no variances between basic and diluted
loss per share as the impact of options and warrants  outstanding  to purchase a
total of shares of our common  stock  (1,689,999  shares of our common  stock at
December 31, 2009 and 5,020,000 shares of our common stock at December 31, 2008)
would have been anti-dilutive.

Share-Based Awards

Share based  compensation  awards are  recognized  using an estimate of value in
accordance  with  the fair  value  method.  Under  the  fair  value  recognition
provisions of this statement,  stock-based  compensation cost is measured at the
grant date based on the fair value of the award and is  recognized as expense on
a straight-line basis over the requisite service period,  which generally is the
vesting period. The Company elected the modified-prospective method, under which
prior periods are not revised for  comparative  purposes.  The valuation  method
applies to new grants and to grants that were  outstanding  as of the  effective
date and are subsequently modified.

New Accounting Standards

In  June  2009,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Accounting  Standards  Codification  ("ASC") 105, "Generally Accepted Accounting
Principles"  (formerly Statement of Financial  Accounting Standards ("SFAS") No.
168, "The FASB Accounting Standards  Codification and the Hierarchy of Generally
Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single
source of authoritative nongovernmental U.S. GAAP. The standard is effective for
interim and annual  periods  ending after  September  15,  2009.  We adopted the
provisions of the standard on September 30, 2009,  which did not have a material
impact on our financial statements.

There were various  other  accounting  standards and  interpretations  issued in
2009,  none of which are  expected  to have a material  impact on the  Company's
financial position, operations or cash flows.

 (2) Related Party Transactions

The Company was  indebted to two  officers  for accrued but unpaid  compensation
totalling $36,000 at December 31, 2008. During the year ended December 31, 2009,

                                      F-10

<PAGE>
                          TOMBSTONE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 2009

the Company  issued to two officers a total of 360,000 shares of common stock in
lieu of the  accrued  salaries.  The  fair  value  of the  common  stock  on the
transaction  date was $.20 per share. As a result,  the Company recorded $36,000
against the accrued salaries and $36,000 as stock based compensation.

During the year ended  December 31, 2009,  the Company issued a former officer a
total of 123,000  shares of common stock in lieu of salaries  valued at $12,300.
In addition, $12,300 was charged to stock based compensation to reflect the fair
value of the common stock on the transaction date ($0.20 per share).

 (3) Balance Sheet Components

Property and equipment

At December 31, 2009 and 2008, major classes of property and equipments were:

                                                        December 31,
                                              ----------------------------------
                                                   2009              2008

Furniture and fixtures..................... $         1,421    $        1,421
Office equipment...........................          24,612            24,612
Leased equipment...........................           6,768             6,768
Less: accumulated depreciation.............         (27,122)          (15,210)
                                              ----------------  ----------------
                                            $         5,679    $       17,591
                                              ================  ================

Depreciation  expense (including  depreciation on leased equipment of $2,256 and
$2,256) was $11,912 and $10,237,  respectively, for the years ended December 31,
2009 and 2008.

Future minimum lease payments on the leased  equipment  total $1,925 (all due in
2010).

Intangible Assets

At December 31, 2009 and 2008, amortized software development costs were:

                                                         December 31,
                                              ----------------------------------
                                                   2009              2008
                                              ----------------  ----------------
Deferred Charges:
   OEI Print..................................$             - $          26,725
   OEI Storefront.............................              -            26,725

Software Development Costs:
   OEI Print..................................         55,589             --
   OEI Storefront.............................         55,588             --

Accumulated Amortization                              (18,530)            --
                                              ----------------  ----------------
                                              $        92,647 $          53,450
                                              ================  ================

Future amortization of software development costs follows:

                                      F-11

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 2009


December 31,
   2010..............................................    $          37,059
   2011..............................................               37,059
   2012..............................................               18,529
                                                              ----------------
                                                         $          92,647
                                                              ================

On May 15,  2008,  Tombstone  entered  into an  Intellectual  Property  Transfer
Agreement with InDis Baltic, a Lithuania company, to purchase all of the rights,
title and  interest  in and to the  technology,  intellectual  property  and the
proprietary  technology  contained in the computer  software  known as OIEPrint.
OIEPrint was developed as part of a development  agreement between Tombstone and
InDis Baltic. As part of the Intellectual Property Transfer Agreement, Tombstone
agreed to pay the following:

     1.   $7,500 immediately upon mutual acceptance of Transfer Agreement,

     2.   $7,500 upon final acceptance of the Technology,

     3.   140,000  shares of  restricted  common stock of  Tombstone  upon final
          acceptance of the Technology, and

     4.   $10,000 in 90 days from the final acceptance of the Technology.

On March 3, 2009,  Tombstone issued 140,000 shares of restricted common stock of
Tombstone to InDis Baltic as indicated in the above agreement and recorded it as
a  deferred  charge.  On June 30,  2009,  Tombstone  recorded  half of the final
payment  $5,000 for  OIEPrint,  which is a deferred  charge in the  accompanying
financial statements.  On July 6, 2009, Tombstone issued 25,000 shares of common
stocks to InDis  Baltic as the other half of the final  payment in an  agreement
signed on July 6, 2009.

As a result of the final payment being made the  intellectual  property has been
transferred to  Tombstone.  At that time, the Company  capitalized  the
deferred  charges in connection with OIEPrint as intangible  assets and began to
amortize them  accordingly.  At December 31, 2009,  intangible  assets had a net
value of $92,647.

We are  amortizing  the  software  development  costs over their useful lives (3
years) based on when the software was placed into service.

The provisional patent was written off during the quarter ended March 31, 2009.

(4)  Convertible Promissory Notes

During  the year  ended  December  31,  2009,  the  Company  issued  Convertible
Promissory  Notes  payable to unrelated  third  parties  totaling  $100,000 with
interest  accruing at 8% per annum (paid quarterly)  maturing twelve months from
date of issuance. The notes were immediately convertible to restricted shares of
common stock at $0.10 per share.

A beneficial  conversion  feature  (difference  between conversion price and the
quoted  stock  price  on the date of  commitment)  embedded  in the  convertible
promissory notes was measured at $100,000 and recorded as a debt discount on the
transaction date. As of December 31, 2009, $98,333 of the discount was amortized
to  interest  expense,   leaving  an  unamortized  discount  of  $1,667  in  the
accompanying financial statements for the year ended December 31, 2009.

                                      F-12

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 2009

If the  convertible  notes would have been  converted on December 31, 2009,  the
intrinsic  value of the stock would have  exceeded  the  principle  value of the
notes by $350,000.

The following is a summary of convertible  promissory notes at December 31, 2009
and December 31, 2008:

                                           December 31,           December 31,
                                              2009                   2008
                                              ----                   ----
Notes issued in March 2009           $          7,500        $          -
Notes issued in April 2009                     25,000                   -
Notes issued in May 2009                       27,500                   -
Notes issued in July 2009                      40,000                   -
                                     ---------------------   -------------------
Total convertible promissory notes   $      100,000          $          -
                                     =====================   ===================

In January 2010, all of the holders of the  outstanding  Convertible  Promissory
Notes gave conversion  notice to the Company that they would convert their notes
into shares of the Company's  common stock.  The  conversion of the  Convertible
Promissory  Notes  resulted in the  issuance of  1,000,000  shares of  Company's
common  stock to the  convertible  promissory  note  holders of such notes as of
January 15, 2010. After the conversion of such Convertible  Promissory Notes the
Company does not have any Convertible Promissory Notes outstanding.

(5) Discontinued Operations- Playing Card Component

Our playing card  component  lost $46,976 during the first two quarters of 2008.
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.  All inventory and  unamortized  web site costs were written off as of
the year ended December 31, 2008.

(6) 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

Pursuant to our  Employee/Consultant  Stock Option Plan, stock options generally
are granted with an exercise price equal to the market price of our common stock
at the date of grant.  Substantially all of the options granted to employees and
consultants are  exercisable  pursuant to an immediate  vesting  schedule with a
maximum  contractual  term of 5 years.  The  fair  value  of  these  options  is
estimated using the  Black-Scholes  option pricing model which  incorporates the
assumptions  noted in the table below.  The risk-free  interest rate for periods

                                      F-13

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 2009

within the expected  life of the option is based on the U.S.  Treasury bond rate
in effect at the time of grant.  We do not pay dividends and do not expect to do
so in the future.  Expected volatilities are based on historical volatilities of
appropriate  industry  sector index.  The expected  term of the options  granted
during 2009 is approximately 3 years calculated using the simplified method. The
simplified method is utilized due to our limited operating history.

We use historical  volatility of appropriate industry sector index as we believe
it is more reflective of market conditions and a better indicator of volatility.
We use the simplified calculation of expected life. If we determine that another
method used to estimate expected volatility was more reasonable than our current
methods,  or if another  method for  calculating  these  input  assumptions  was
prescribed by authoritative  guidance, the fair value calculated for share-based
awards could change  significantly.  Higher volatility and longer expected lives
result in an  increase to  share-based  compensation  determined  at the date of
grant.  A summary  of  changes  in the  number  of stock  options  and  warrants
outstanding for the year ended December 31, 2009 is as shown in the table below.

<TABLE>
<CAPTION>

                                                 Number of      Price Per       Price Per         Contractual    Aggregate
                                                  Shares           Share          Share             Life         Intrinsic
                                                                                                                   Value
<S>                                            <C>             <C>             <C>               <C>           <C>

Outstanding at January 1, 2008                      4,570,000  $0.75 - $1.00      $0.77            1.83 years         $0
Granted.....................................          600,000        -              -              N/A                --
Expired.....................................            --          --             N/A             --                 --
Cancelled/Expired...........................         (150,000)      --              --             --                 --
                                              ---------------- --------------- ---------------- -------------- -------------

Outstanding at January 1, 2009..............        5,020,000  $0.65 - $1.50      $2.56            .75 years       $78,000
Granted.....................................          129,999  $0.10 - $0.20      $0.15           3.40 years          --
Expired.....................................            --          --              --              N/A               --
Cancelled/Expired...........................       (3,460,000) $2.00 - $5.00      $3.50             0                 --
                                              ---------------- --------------- ---------------- -------------- -------------
Outstanding at December 31, 2009............        1,689,999  $0.10 - $1.50      $0.65           2.67 years       $38,500
                                              ================ =============== ================ ============== =============

Exercisable at December 31, 2009                    1,689,999  $0.10 - $1.50      $0.65           2.67 years      $38,500
                                              ================ =============== ================ ============== =============
</TABLE>

New Stock Options Granted

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:

                                              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%

                                      F-14

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 2009


During  the  second  quarter of 2009,  we  granted  to two  consultants  and one
officer,  options to purchase  129,999 shares of our common stock at an exercise
price of $0.10 to $0.20 per  share,  in  exchange  for  services.  The option to
purchase 129,999 shares of our common stock vested immediately on the grant date
in April and their terms have been  extended  until August,  2012.  Our Board of
Directors  valued  our  common  stock at $0.20  and $0.26 per share on the grant
date. We,  utilizing  appropriate  option pricing  software,  estimated the fair
value of the  options  at $0.05 to $0.26 per share for an  aggregate  grant-date
fair value of $8,009. We recorded  stock-based  compensation in the accompanying
financial  statements  for the year ended  December 31, 2009. The fair values of
grants  made in the year  ended  December  31,  2009  were  computed  using  the
following assumptions for our stock option plans:

                                                From                To
Risk-free interest rate                           0.16%              0.41%
Dividend Yield                                    0.00%              0.00%
Volatility Factor                                25.00%             25.00%
Weighted Average Expected Life                    0.07               2.67 yrs


Options and Warrants Expired

During the year ended December 31, 2009,  options and warrants  exercisable  for
3,460,000 shares of the Company's common stock cancelled/expired.

Amendment to Stock Option Plan

On May 27, 2009,  our Board of Directors  approved an amendment to the Company's
Employee/Consultant   Stock  option  plan  to  increase  the  number  of  shares
authorized from 1,000,000 to 1,500,000.

Modification to Existing Options

The Board also modified 1,029,999  outstanding stock options under the Company's
Employee/Consultant  Stock  Option Plan and 660,000  placement  agent  warrants,
common stock only, by extending their terms until August 31, 2012.  Based on the
grant-date  fair value  estimated in accordance  with the provisions of FASB ASC
718-20, the fair value of the incremental cost increase for the modified options
totaled $10,374,  which has been recognized as stock-based  compensation expense
in the accompanying financial statements for the year ended December 31, 2009.

The fair values of  modifications  made during the year ended  December 31, 2009
were computed using the following assumptions for our stock option plans:


                 Risk-Free interest rate              1.50%

                 Dividend yield                       0.00%

                 Volatility Factor                    25.00%

                 Weighted average expected life       2.29 years


(7) Income Taxes

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

                                      F-15

<PAGE>

                          TOMBSTONE TECHNOLOGIES, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 2009

<TABLE>
<CAPTION>

                                                             Year Ended
                                                            December 31,
                                                     2009                   2008
                                               -----------------      -----------------
<S>                                            <C>                    <C>

U.S. statutory federal rate                             32.98%               25.00%
State income tax rate                                    3.10%                5.00%
Permanent difference - Contributed Services              0.00%               -1.90%
Net operating loss for which no tax
   benefit is currently available                      -36.08%              -28.10%
                                               -----------------      -----------------
                                                         0.00%                0.00%
                                               =================      =================
</TABLE>


At  December  31,  2009,  deferred  tax assets  consisted  of a net tax asset of
$442,296 due to  operating  loss  carryforwards  of  $1,210,777  which was fully
allowed for, in the valuation  allowance of $442,296.  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 years ended December 31, 2009 and
2008  totaled  $105,274  and  $140,845,  respectively.  The net  operating  loss
carryforward expires through the year 2029.

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.

(8) Subsequent Events

The Company has evaluated its  activities  through March 26, 2010,  the date the
financial  statements were issued,  and found no reportable  subsequent  events,
other than those mentioned below.

Conversion of Convertible Promissory Notes

In January 2010, all of the holders of the  outstanding  Convertible  Promissory
Notes gave conversion  notice to the Company that they would convert their notes
into shares of the Company's  common stock.  The  conversion of the  Convertible
Promissory  Notes  resulted in the  issuance of  1,000,000  shares of  Company's
common  stock to the  convertible  promissory  note  holders of such notes as of
January 15, 2010. After the conversion of such Convertible  Promissory Notes the
Company does not have any Convertible Promissory Notes outstanding.

Proposed Acquisition

On January 19, 2010, the Company announced that it has entered into an agreement
to acquire the assets of Hunt Global  Resources,  Inc., a Houston  based company
focused on the use of new  technologies  to  maximize  the value of its  natural
resources  projects.  The  transaction  is in the form of a reverse  acquisition
wherein Hunt Global Resources will be the surviving company when the transaction
is complete.  The closing of the  acquisition  is subject to the  completion  of
audited financial statements of Hunt Global Resources,  Inc. At the time of this
filing,  such audited financial  statements have not been produced.

On February 10, 2010, the Company  received  $5,000 from Hunt Global  Resources,
Inc. to be used toward the payment of certain professional fees.

                                      F-16

<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 26, 2010
                                     By:  /s/ John N. Harris
                                          --------------------------------------
                                          John N. Harris,
                                          President, Chief Executive Officer
                                          and Director


                                     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 26, 2010                /s/ John N. Harris
                                     -------------------------------------------
                                     John N. Harris, President, Chief Executive
                                     Officer and Director

                                     /s/ Neil A. Cox
                                     -------------------------------------------
                                     Neil A. Cox, Chief Financial Officer and
                                     Chairman of the Board

                                     /s/ William H. Reilly
                                     -------------------------------------------
                                     William H. Reilly, Chief Operating Officer,
                                     Chief Technology Officer and Director















                                       34
<PAGE>


                                   EXHIBIT 21

                              LIST OF SUBSIDIARIES
                LIST OF TOMBSTONE TECHNOLOGIES, INC. SUBSIDIARIES



                                      None.















                                       35