-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TV/DRTlQdIZ77bmgPDPgXcQEv6gT/4eUxAFrVk7jpiuDYKIQoQIU/hhJtn0SY9vt RKHWnEUwWHMTEDWtOTEsOg== 0001072588-09-000206.txt : 20090515 0001072588-09-000206.hdr.sgml : 20090515 20090515121643 ACCESSION NUMBER: 0001072588-09-000206 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090515 DATE AS OF CHANGE: 20090515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOMBSTONE TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001377318 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 510541963 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53515 FILM NUMBER: 09830618 BUSINESS ADDRESS: STREET 1: 5380 HIGHLANDS DRIVE CITY: LONGMONT STATE: CO ZIP: 80503 BUSINESS PHONE: 303-684-6644 MAIL ADDRESS: STREET 1: 5380 HIGHLANDS DRIVE CITY: LONGMONT STATE: CO ZIP: 80503 FORMER COMPANY: FORMER CONFORMED NAME: TOMBSTONE CARDS, INC. DATE OF NAME CHANGE: 20061004 10-Q 1 tmci10q309.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ----------------- FORM 10Q ----------------- (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to ___________ Commission file number: 333-38184 TOMBSTONE TECHNOLOGIES, INC. ------------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 51-0431963 - ------------------------ ------------------------ (State of Incorporation) (IRS Employer ID Number) 2400 Central Avenue, Suite G, Boulder, CO 80301 ----------------------------------------------- (Address of principal executive offices) 303-684-6644 -------------------------- (Registrant's Telephone number) 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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the 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 whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) 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] Indicate the number of share outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of April 29, 2009, there were 3,370,000 shares of the registrant's common stock issued and outstanding. PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Page ---- Condensed Balance Sheets - March 31, 2009 and December 31, 2008 F-1 Condensed Statements of Operations - Three months ended March 31, 2009 and 2008 F-2 Condensed Statements of Cash Flows - Three months ended March 31, 2009 and 2008 F-3 Condensed Statement of Changes in Shareholders' Equity - Three months ended March 31, 2009 F-4 Notes to the Condensed Financial Statements F-5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 1 Item 3. Quantitative and Qualitative Disclosures About Market Risk - Not Applicable 2 Item 4. Controls and Procedures 2 Item 4T. Controls and Procedures 3 PART II - OTHER INFORMATION Item 1. Legal Proceedings -Not Applicable 4 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 4 -Not Applicable Item 3. Defaults Upon Senior Securities - Not Applicable 4 Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable 4 Item 5. Other Information - Not Applicable 4 Item 6. Exhibits 5 SIGNATURES 6 PART I ITEM 1. FINANCIAL STATEMENTS
TOMBSTONE TECHNOLOGIES, INC. Balance Sheets March 31, 2009 December 31, 2008 --------------------- ---------------------- Assets Current assets Cash and cash equivalents.................................................$ 5,556 $ 11,882 Accounts receivable....................................................... -- 383 Prepaid expenses.......................................................... 920 1,854 --------------------- ---------------------- Total current assets............................................ 6,476 14,119 Property and equipment.................................................... 32,803 32,803 Accumulated depreciation.................................................. (17,804) (15,212) Net assets of discontinued operations..................................... -- -- Deferred Charges.......................................................... 96,320 53,450 Intangible assets......................................................... 484 484 --------------------- ---------------------- Total assets....................................................$ 118,279 $ 85,644 ===================== ====================== Liabilities and Shareholders' Equity Current liabilities: Accounts payable..........................................................$ 17,071 $ 953 Other current liabilities................................................. 38,769 38,754 Convertible Promissory Note............................................... 7,500 -- Unearned revenue.......................................................... -- Current portion - capital lease obligation................................ 2,697 2,697 --------------------- ---------------------- Total current liabilities....................................... 66,037 42,404 Capital lease obligation, less current portion............................... 989 1,542 --------------------- ---------------------- Total liabilities...............................................$ 67,026 $ 43,946 --------------------- ---------------------- Shareholders' equity: Preferred stock........................................................... -- -- Common stock.............................................................. 854,175 816,305 Additional paid-in capital................................................ 134,892 134,892 Deficit accumulated during development stage.............................. (937,814) (909,499) --------------------- ---------------------- Total shareholders' equity...................................... 51,253 41,698 --------------------- ---------------------- Total liabilities and shareholders' equity......................$ 118,279 $ 85,644 ===================== ======================
See accompanying notes to financial statements F-1
TOMBSTONE TECHNOLOGIES, INC. Statements of Operations (Unaudited) For the Three Months Ended March 31, ---------------------------------- 2009 2008 ---------------- ---------------- Continuing operations: Selling, general and administrative expenses............$ (28,185)$ (68,406) ---------------- ---------------- Loss from continuing operations.............. (28,185) (68,406) Other income and (expense): Interest income......................................... 5 2,380 Interest expense........................................ (135) (184) ---------------- ---------------- (130) 2,196 Loss before income taxes and discontinued operations............................... (28,315) (66,210) Income tax provision........................................ -- -- ---------------- ---------------- Loss before discontinued operations................... (28,315) (66,210) ---------------- ---------------- Discontinued operations: Loss from operations of playing card component, net of taxes............................... -- (48,896) ---------------- ---------------- Net loss.....................................$ (28,315)$ (115,106) ================ ================ Basic and diluted loss per share............................$ (0.01)$ (0.04) ================ ================ Basic and diluted weighted average common shares outstanding............................... 3,253,333 3,230,000 ================ ================
See accompanying notes to financial statements F-2
TOMBSTONE TECHNOLOGIES, INC. Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, March 31, ------------------ ------------------ 2009 2008 ------------------ ------------------ Cash flows from operating activities: Net Cash Flows used in operating activities...................... (13,267) (46,818) ------------------ ------------------ Cash flows from investing activities: Purchase of property and equipment......................................... -- (2,979) ------------------ ------------------ Net cash flows used in investing activities...................... -- (2,979) ------------------ ------------------ Cash flows from financing activities: Short Term Debt 7,500 -- Cash payments on capital lease............................................. (559) -- Net cash flows used in........................................... financing activities........................................... 6,941 -- ------------------ ------------------ Net change in cash and cash equivalents.......................... (6,326) (49,797) ------------------ ------------------ Cash and cash equivalents: Beginning of period........................................................ 11,882 312,647 ------------------ ------------------ End of period..............................................................$ 5,556 $ 262,850 ================== ================== Supplemental disclosure of cash flow information: Cash paid during the period for: Income taxes.............................................................$ -- $ -- ================== ================== Interest.................................................................$ -- $ -- ================== ================== Noncash investing and financing information: Common stock issued for deferred software development....................$ 37,870 $ -- ================== ==================
See accompanying notes to financial statements F-3
TOMBSTONE TECHNOLOGIES, INC. Statement of Changes in Shareholders' Equity (Unaudited) Additional Common Stock Paid-in Accumulated -------------------------------- Shares Amount Capital Deficit Total --------------- -------------- ------------- ------------- --------------- -------------- ------------- --------------- ------------- Balance at January 1, 2009................... 3,230,000 $ 816,305 $ 134,892 $ (909,499) $ 41,698 Contributed services by vendors........ 140,000 37,870 -- -- 37,870 Net loss............................... -- -- -- (28,315) (28,315) --------------- -------------- ------------- --------------- ------------- Balance at March 31, 2009.................... 3,370,000 $ 854,175 $ 134,892 $ (937,814) $ 51,253 =============== ============== ============= =============== =============
F-4 TOMBSTONE TECHNOLOGIES, INC. Note to Condensed Financial Statements March 31, 2009 (Unaudited) Note 1: Basis of Presentation - ----------------------------- The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 2009, the results of operations for the three months ended March 31, 2009 and 2008, and cash flows for the three months ended March 31, 2009 and 2008. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended December 31, 2008. There have been no updates or changes to our audited financial statements for the year ended December 31, 2008. There is no provision for dividends for the quarter to which this quarterly report relates. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of the results to be expected for the full year. Going Concern The Company's financial statements for the three months ended March 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 reported an accumulated deficit of $937,814 as of March 31, 2009. The Company did not recognize revenues from its activities during the three months ended March 31, 2009. These factors raise substantial doubt about the Company's ability to continue as a going concern. Note 2: Inventories - ------------------- As of March 31, 2009, there were no inventories on hand to report. F-5 TOMBSTONE TECHNOLOGIES, INC. Note to Condensed Financial Statements March 31, 2009 (Unaudited) Note 3: Convertible Promissory Note - ----------------------------------- The following is a summary of convertible promissory notes at March 31, 2009 and December 31, 2008:
March 31, 2009 December 31, 2008 Convertible promissory note payable to unrelated third party, $ 5,000 $ 0 with interest accruing at 8% per annum (paid quarterly) due for repayment 12 months from the date of issuance. The note was issued on March 18, 2009, immediately convertible into restricted shares of common stock at $0.10 per share. Convertible promissory note payable to unrelated third party $ 2,500 $ 0 with interest accruing at 8% per annum (paid quarterly) due for repayment 12 months from the date of issuance. The note was issued on March 30, 2009, immediately convertible into restricted shares of common stock at $0.10 per share. ------------------------- -------------------------- Total convertible promissory notes $ 7,500 $ 0
Note 4: Shareholders' Equity - ---------------------------- As of March 31, 2009 we had $854,175 Common Stock no par value, additional paid in capital of $134,892, and accumulated loss of $(937,814), for net shareholder equity in the Company of $51,253. We recorded shares issued of 140,000 issued to Indis Baltic on March 3, 2009, with a value of $37,870, as indicated in the contract with Indis Baltic. Note 5: Income Taxes - -------------------- The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109 (SFAS No. 109), "Accounting for Income Taxes." The Company incurred net operating losses during the periods shown on the condensed financial statements resulting in a deferred tax asset, which was reserved; therefore the net benefit and expense resulted in $-0- income taxes. F-6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements. The independent registered public accounting firm's report on the Company's financial statements as of December 31, 2008, and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern. OVERVIEW At March 31, 2009, we had cash on hand of $5,556. We intend to use our cash funds to continue operations. We intend to continue to develop the business opportunities presented by our OIEPrint(TM) software. The development of the business opportunities includes continued marketing efforts and product testing over the next twelve months. In the continuance of our business operations we do not intend to purchase or sell any significant assets and we do not expect a significant change in the number of employees of the Company. We are dependent on raising additional equity and/or debt to fund our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to be able to negotiate acceptable settlements with our outstanding creditors or fund our ongoing operating expenses. We cannot make any assurances that we will be able to raise funds through such activities. In addition, the United States is experiencing severe instability in the commercial and investment banking systems which is likely to continue to have far-reaching effects on the economic activity in the country for an indeterminable period. The long-term impact on the United States economy and the Company's operating activities and ability to raise capital cannot be predicted at this time, but may be substantial. On April 7, 2009, Mr. Michael Willis was appointed as Chief Executive Officer of the Company after the resignation of Mr. John Harris as the Chief Executive Officer. RESULTS OF OPERATIONS For the Three Months Ended March 31, 2009 Compared to the Three Months Ended March 31, 2008 During the three months ended March 31, 2009, we did not recognize any sales from our operational activities. During the three months ended March 31, 2008, we did recognize sales of $35,785 from the sale of our customized playing cards. The decrease in sales of $35,785 was a result of the discontinuance of our 1 activities in the printing of customized playing cards and a focus on the development of our OIE Print software. During the three months ended March 31, 2009, we incurred operational losses of $28,185 compared to $68,406 during the three months ended March 31, 2008. The decrease of $40,221 is a result of the decrease of $40,221 in general and selling expenses combined with the discontinuance of the customized card printing operations as of December 31, 2008. No wages were paid or accrued during the quarter ended March 31, 2009. During the three months ended March 31, 2009, we recognized a net loss of $28,315 compared to a net loss of $115,106 during the three months ended March 31, 2008. The decrease of $86,791 is a result of the decreased operational activity discussed above offset by the decrease in sales. LIQUIDITY At March 31, 2009, we had total current assets of $6,476, consisting of cash on hand of $5,556, and $920 in prepaid expenses. At March 31, 2009, we had total current liabilities of $66,037, consisting of accounts payable of $17,071 and other current liabilities of $38,769, convertible notes payable of $7,500, and the current portion of lease obligations of $2,697. At March 31, 2009, we have a working capital deficit of $59,561. Net cash used in operating activities during the three months ended March 31, 2009 was $13,267, compared to net cash used in operating activities during the three months ended March 31, 2008 of $46,818. The Company did not use or receive cash from investing activities in the three months ended March 31, 2009. During the three months ended March 31, 2008, the Company used $2,979 in its investing activities, in the purchase of property and equipment. During the three months ended March 31, 2009, we received $6,941 from our financing activities. During the three months ended March 31, 2008, we did not use or receive any funds from financing activities. During the three months ended March 31, 2009, we entered into convertible promissory notes totaling $7,500. The convertible promissory notes have a term of one year and accrue interest at 8% per annum. The convertible promissory notes have a conversion rate of $0.10 per share. During the three months ended March 31, 2008, we issued 140,000 shares of our restricted common stock to Indis Baltic for the completion of their work on the development of the OIE Print Software. The shares had a value of $37,870. ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not Applicable ITEM 4. CONTROLS AND PROCEDURES Disclosures Controls and Procedures We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and 2 communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), Mr. Harris, our Chief Executive Officer at March 31, 2009 and Mr. Cox our Chief Financial Officer, for the quarter ended March 31, 2009, carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, Messrs. Harris and Cox have concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of the deficiency in our internal control over financial reporting discussed below. ITEM 4T. CONTROLS AND PROCEDURES Management's Quarterly Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Management's assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the quarter ended March 31, 2009. We believe that internal control over financial reporting is effective. We have not identified any, current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations. 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 quarterly 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. 3 There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS NONE ITEM 2. CHANGES IN SECURITIES The Company made the following unregistered sales of its securities from January 1, 2009 through March 31, 2009.
DATE OF SALE TITLE OF SECURITIES NO. OF SHARES CONSIDERATION CLASS OF PURCHASER - ------------------ -------------------- ---------------- ----------------------- ----------------------------- 3/3/2009 Common Stock 140,000 Software Development Business Associate - ------------------ -------------------- ---------------- ----------------------- -----------------------------
Exemption From Registration Claimed All of the sales by the Company of its unregistered securities were made by the Company in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"). All of the individuals and/or entities listed above that purchased the unregistered securities were almost all existing shareholders, all known to the Company and its management, through pre-existing business relationships, as long standing business associates, and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to management of the Company in connection with their purchases. All purchasers 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 3. DEFAULTS UPON SENIOR SECURITIES NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS NONE. ITEM 5. OTHER INFORMATION NONE. 4 ITEM 6. EXHIBITS Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K. Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 31.2 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.2 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act 5 SIGNATURES Pursuant to the requirements of Section 12 of the Securities and 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. (Registrant) Dated: May 14, 2009 By: /s/ Michael Willis ------------------------------------------ Michael Willis, Chief Executive Officer Dated: May 14, 2009 By: /s/ Neil A. Cox --------------------------------------------- Neil A. Cox, Chief Financial Officer & Chief Accounting Officer 6 EX-31.1 2 ex31-1.txt EXHIBIT 31.1 CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Willis, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Tombstone Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 14, 2009 By: /s/ Michael Willis ------------------------------------- Michael Willis President and CEO EX-31.2 3 ex31-2.txt EXHIBIT 31.2 CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Neil A. Cox, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Tombstone Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within ninety (90) days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 14, 2009 By: /s/ Neil A. Cox ---------------------------------- Neil A. Cox Chief Financial Officer EX-32.1 4 ex32-1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of TOMBSTONE TECHNOLOGIES, INC. on Form 10-Q for the period ended March 15, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Willis, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 14, 2009 By: /s/ Michael Willis ---------------------------------- Michael Willis Chief Executive Officer, principal executive officer EX-32.2 5 ex32-2.txt EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of TOMBSTONE TECHNOLOGIES, INC. on Form 10-Q for the period ended March 15, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Neil A. Cox, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 14, 2009 By: /s/ Neil A. Cox ----------------------------------- Neil A. Cox Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----