-----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, S0vGP9cJdWBY7JvSsOaMLS85/dQWGiLp1PI6uwSf8BXLybqrSmvvIfvR64KbHyfa Yk4HTX7RFSyiReuT4hD3+g== 0001072588-10-000239.txt : 20100816 0001072588-10-000239.hdr.sgml : 20100816 20100813174113 ACCESSION NUMBER: 0001072588-10-000239 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100630 FILED AS OF DATE: 20100816 DATE AS OF CHANGE: 20100813 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: 101016471 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 tmci10q63010.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 June 30, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from 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) 5380 Highlands Drive, Longmont, CO 80503 ----------------------------------------------- (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 for 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 August 12, 2010, there were 4,878,000 shares of the registrant's common stock issued and outstanding. PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page ---- Condensed Balance Sheets - June 30, 2010 and December 31, 2009 F-1 Condensed Statement of Operations - Six and Three months ended June 30, 2010 and 2009 and From January 1, 2009 (Inception of Development Stage) through June 30, 2010 F-2 Condensed Statement of Changes in Shareholders' Equity - From January 1, 2009 through June 30, 2010 F-3 CondensedStatement of Cash Flows - Six months ended June 30, 2010 and 2009 and from January 1, 2009 (Inception of Development Stage) through June 30, 2010 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 Item 4. Controls and Procedures 2 PART II - OTHER INFORMATION Item 1. Legal Proceedings -Not Applicable 3 Item 1.A. Risk Factors - Not Applicable Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Not Applicable 3 Item 3. Defaults Upon Senior Securities - Not Applicable 3 Item 4. Removed and Reserved 3 Item 5. Other Information - Not Applicable 3 Item 6. Exhibits 3 SIGNATURES 4
PART I ITEM 1. FINANCIAL STATEMENTS
TOMBSTONE TECHNOLOGIES, INC. (A Development Stage Company) Condensed Balance Sheets June 30, December 31, 2010 2009 (Unaudited) (Audited) ------------------- ------------------ Assets Current Assets Cash and cash equivalents $ 1,962 $ 7,439 ------------------- ------------------ Total Current Assets 1,962 7,439 Property and equipment (net) 2,620 5,679 Intangible assets, net 74,192 92,647 ------------------- ------------------ Total Assets $ 78,774 $ 105,765 =================== ================== Liabilities and Shareholders' Equity/(Deficit) Current Liabilities: Accounts payable $ 7,252 $ 7,234 Other current liabilities 37,535 -- Convertible promissory notes, net of unamortized discount of $1,667 (Note 2) -- 98,333 Current portion - capital lease obligation 662 1,925 ------------------- ------------------ Total Current Liabilities 45,449 107,492 Shareholders' Equity/(Deficit): 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, 4,878,000 and 3,878,000 shares issued and outstanding, respectively 1,055,775 955,775 Additional paid-in capital 253,275 253,275 Accumulated deficit (909,499) (909,499) Deficit accumulated during development stage (366,226) (301,278) ------------------- ------------------ Total Shareholders' Equity/(Deficit) 33,325 (1,727) ------------------- ------------------ Total Liabilities and Shareholders' Equity/(Deficit) $ 78,774 $ 105,765 =================== ==================
See accompanying notes to financial statements F-1
TOMBSTONE TECHNOLOGIES, INC. (A Development Stage Company) Condensed Statements of Operations (Unaudited) January 1, 2009 (Inception of Development State For the Three Months Ended For the Six Months Ended through June 30, June 30, June 30, ---------------------------- -------------------------- --------------------- 2010 2009 2010 2009 2010 ----------- --------------- ----------- ------------- --------------------- Continuing operations: Sales $ -- $ -- $ -- $ -- $ -- Cost of sales -- -- -- -- ----------- --------------- ----------- ------------- --------------------- Gross profit -- -- -- -- Selling, general and admin- istrative expenses 26,554 100,030 62,951 128,215 (260,218) ----------- --------------- ----------- ------------- --------------------- Loss from continuing operations (26,554) (100,030) (62,951) (128,215) (260,218) Other income and (expense): Interest income -- -- -- 5 5 Interest expense: Beneficial conversion feature -- -- -- -- (98,333) Interest expense-promissory notes -- (19,583) (1,914) (19,583) (7,114) Interest expense-other (32) (906) (83) (1,041) (566) ----------- --------------- ----------- ------------- --------------------- (32) (20,489) (1,997) (20,619) (106,008) Loss before income taxes (26,587) (120,519) (64,948) (148,834) (366,226) Income tax provision -- -- -- -- -- ----------- --------------- ----------- ------------- --------------------- Net loss $ (26,587) $ (120,519) $ (64,948 $ (148,834) $ (366,226) =========== =============== =========== ============= ===================== Basic and diluted loss per share $ (0.01) $ (0.03) (0.01) (0.04) =========== =============== =========== ============= Basic and diluted weighted average common shares outstanding 3,503,143 3,449,362 3,503,143 3,319,341 =========== =============== =========== =============
See accompanying notes to financial statements F-2
TOMBSTONE TECHNOLOGIES, INC. (A Development Stage Company) Condensed Statement of Cash Flows (Unaudited) January 1, 2009 (Inception of Development Stage) For the Six Months Ended through June 30, June 30, ----------------------------------- -------------------- 2010 2009 2010 ---------------- ------------------ -------------------- Cash flows form operating activities: Cash flows from operating activities: $ (41,579) $ (57,171) $ (128,278) ---------------- ------------------ -------------------- Net Cash flows used in operating activities (41,579) (57,171) (128,278) ---------------- ------------------ -------------------- Cash flows from investing activities: Purchase of software -- (5,000) (14,857) ---------------- ------------------ -------------------- Net cash used in investing activities -- (5,000) (14,857) ---------------- ------------------ -------------------- Cash flows from financing activities: Proceeds from short term loans 37,535 60,000 137,535 Cash payments on capital lease (1,384) (1,122) (4,320) ---------------- ------------------ -------------------- Net cash provided by financing activities 36,151 58,878 133,215 ---------------- ------------------ -------------------- Net Change in cash and cash equivalents (5,428) (3,293) (9,920) Cash and cash equivalents: Beginning of period 7,390 11,882 11,882 ---------------- ------------------ -------------------- End of period $ 1,962 $ 8,589 $ 1,962 ================ ================== ==================== Supplemental disclosure of cash flow information: Cash paid during the year for: Income taxes $ -- $ -- $ -- ================ ================== ==================== Interest 1,997 1,041 5,415 ================ ================== ==================== Noncash investing and financing transactions: Common stock issued as a payment for software development costs $ -- $ 37,870 $ 42,870 ================ ================== ==================== Common stock issued as payment or accrued payroll $ -- $ -- $ 36,000 ================ ================== ====================
See accompanying notes to financial statements F-3
TOMBSTONE TECHNOLOGIES, INC. (A Development Stage Company) Condensed Statement of Changes in Shareholders' Equity/(Deficit) For the Six Months Ended June 30, 2010 (Unaudited) Deficit Accumulated Additional During Common Stock Paid-in Accumulated Development ------------------------------ Shares Amount Capital Deficit Stage Total -------------- ------------- ------------ ------------- -------------- ------------ Balance at December 31, 2009 3,878,000 $ 955,775 $ 253,275 $ (909,499) $ (301,278) $ (1,727) February 2010 shares issued to Convertible Note Holders 1,000,000 100,000 -- -- -- 100,000 Net loss -- -- -- -- (64,948) (64,948) -------------- ------------- ------------ ------------- -------------- ------------ Balance at June 30, 2010 4,878,000 $1,055,775 $ 253,275 $ (909,499) $ (366,226) $ 33,325 ============== ============= ============ ============= ============== ============
See accompanying notes to financial statements F-4 TOMBSTONE TECHNOLOGIES, INC. (A Development Stage Company) Notes to Condensed Financial Statements June 30, 2010 (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 June 30, 2010,the results of operations for the six months ended June 30, 2010, and cash flows for the six months ended June 30, 2010. 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, 2009. There have been no updates or changes to our audited financial statements for the year ended December 31, 2009. There is no provision for dividends for the quarter to which this quarterly report relates. The results of operations for the six months ended June 30, 2010 are not necessarily indicative of the results to be expected for the full year. Proposed Acquisition During the six months ended June 30, 2010, the Company entered into an agreement to acquire the assets of Hunt Global Resources, Inc. ("Hunt"), a Houston based company focused on the use of new technologies to maximize the value of its natural resources projects. The completion of acquisition is contingent upon the deliverance of audited financial statements of Hunt. At this time, the Company has not closed on the acquisition. See Note 5 Subsequent Events. During the six months ended June 30, 2010, Hunt advanced the Company funds totaling $37,535 to support operations. These funds are due on demand. Going Concern The Company's financial statements for the six months ended June 30, 2010 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 $1,275,725 as of June 30, 2010. The Company recognized losses of $64,948 from its operational activities during the six months ended June 30, 2010. These factors raise substantial doubt about the Company's ability to continue as a going concern. Recent Accounting Pronouncements There were various other accounting standards and interpretations issued during the six months ended 2010, none of which are expected to have a material impact on the Company's financial position, operations or cash flows. F-5 TOMBSTONE TECHNOLOGIES, INC. (A Development Stage Company) Notes to Condensed Financial Statements June 30, 2010 (Unaudited) Note 2: 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. 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 following is a summary of convertible promissory notes at June 30, 2010 and December 31, 2009:
June 30, 2010 December 31, 2009 ---------------------- ------------------------- 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 ====================== =========================
Note 3: Shareholders' Equity Common Stock In January 2010, all of the holders of the outstanding Convertible Promissory Notes totaling $100,000 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. Stock Options 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 risk-free interest rate for periods 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 F-6 TOMBSTONE TECHNOLOGIES, INC. (A Development Stage Company) Notes to Condensed Financial Statements June 30, 2010 (Unaudited) so in the future. Expected volatilities are based on the 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. 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 determined 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 outstanding for the six months ended June 30, 2010 is as follows:
Aggregate Number of Price Per Contractual Intrinsic Shares Price Per Share Share Life Value -------------- ---------------- ------------ -------------- ------------- Outstanding at January 1, 2010............ 1,689,999 $0.10 - $1.50 $0.65 2.67 years $38,500 Granted................................... -- -- -- -- -- Expired................................... -- -- -- -- -- Cancelled/Expired......................... -- -- -- -- -- -------------- ---------------- ------------ -------------- ------------- Outstanding at June 30, 2010............ 1,689,999 $0.10 - $1.50 $0.65 2.17 years $795,449 ============== ================ ============ ============== ============= Exercisable at June 30, 2010 1,689,999 $0.10 - $1.50 $0.65 2.17 years $795,449 ============== ================ ============ ============== =============
Note 4: 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. Note 5: Subsequent Events Hunt Global Resources, Inc. Acquisition The Company entered into an agreement to acquire the assets of Hunt Global Resources, Inc. ("Hunt"), 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 where the shareholders of Hunt will receive in excess of 90% of the issued and outstanding stock of Company when the transaction is complete. As a result of the transaction, Hunt will acquire all of the outstanding assets and liabilities of the Company. The transaction contemplates the issuance of shares as follows: A) 29,000,000 shares of Common Stock of the Company to Hunt; B) 125,000 Class A Preferred Convertible Shares (having a conversion ratio of one preferred to 208 common shares of the Company and subject to the common stock of the Company having traded at an average bid price of $3.00 for ten consecutive trading days); and F-7 TOMBSTONE TECHNOLOGIES, INC. (A Development Stage Company) Notes to Condensed Financial Statements June 30, 2010 (Unaudited) C) 125,000 Class B Convertible Preferred Shares (having a conversion ratio of one preferred for 248 common shares of the Company and subject to the common stock of the Company having traded at an average bid price of $7.00 for ten consecutive trading days). The completion of the acquisition is contingent upon the receipt of audited financial statements of Hunt. Such audited financial statements have not been completed at the time of this filing. On June 28, 2010, the Hunt Global Resources, Inc. agreed to extend the term of its agreement with Tombstone Technologies, Inc. until July 31, 2010. Hunt has signed a letter of extension which will extend the merger process until September 30, 2010. The Company has evaluated it activities subsequent to the quarter ended June 30, 2010 and found no other reportable subsequent events, then those disclosed previously. F-8 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, 2009, 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. PLAN OF OPERATIONS At June 30, 2010, we had cash on hand of $1,962. We intend to use our cash funds to continue operations. During the year ended December 31, 2009, we raised $100,000 in Convertible Notes that would have matured after one year. Payments of interest at the rate of 8.0% per annum were accrued 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 had 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 January 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. The Company entered into an agreement to acquire the assets of Hunt Global Resources, Inc. ("Hunt"), 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 where the shareholders of Hunt will receive in excess of 90% of the issued and outstanding stock of Company when the transaction is complete. As a result of the transaction, Hunt will acquire all of the outstanding assets and liabilities of the Company. The transaction contemplates the issuance of shares as follows: A) 29,000,000 shares of Common Stock of the Company to Hunt; B) 125,000 Class A Preferred Convertible Shares (having a conversion ratio of one preferred to 208 common shares of the Company and subject to the common stock of the Company 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 shares of the Company and subject to the common stock of the Company having traded at an average bid price of $7.00 for ten consecutive trading days). 1 The completion of the acquisition is contingent upon the receipt of audited financial statements of Hunt. Such audited financial statements have not been completed at the time of this filing. On June 28, 2010, the Hunt Global Resources, Inc. agreed to extend the term of its agreement with Tombstone Technologies, Inc. until July 31, 2010. Hunt has signed a letter of extension which will extend the merger process until September 30, 2010. 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. RESULTS OF OPERATIONS For the Three Months Ended June 30, 2010 Compared to the Three Months Ended June 30, 2009 During the three months ended June 30, 2010 and June 30, 2009, the Company did not recognize any revenues from its operational activities. During the three months ended June 30, 2010, we incurred $26,554 in selling and general administrative expenses compared to $100,030 during the three months ended June 30, 2009. The decrease of $73,476 was a result of the decrease in our activities in operations. During the three months ended June 30, 2010, we recognized a net loss of $26,587 compared to $120,519 for the three months ended June 30, 2009. The decrease of $93,932 was a result of the decreases of selling and general and administrative expenses of $73,476 combined with a decrease of $20,457 in interest expenses as a result of the conversion of the convertible promissory notes. For the Six Months Ended June 30, 2010 Compared to the Six Months Ended June 30, 2009 During the six months ended June 30, 2010 and June 30, 2009, the Company did not recognize any revenues from its operational activities. During the six months ended June 30, 2010, we incurred $62,951 in selling and general administrative expenses compared to $128,215 during the six months ended June 30, 2009. The decrease of $65,264 was a result of the decrease in our activities in operations. During the six months ended June 30, 2010, we recognized a net loss of $64,948 compared to $148,834 for the six months ended June 30, 2009. The decrease of $83,886 was a result of the decreases of selling and general and administrative expenses of $65,264 combined with a decrease of $18,622 in interest expenses as a result of the conversion of the convertible promissory notes. LIQUIDITY At June 30, 2010, we had total current assets of $1,962 consisting solely of cash on hand. At June 30, 2010, we had total current liabilities of $45,449, consisting of accounts payable of $7,252, other current liabilities of $37,535 and lease obligations of $662. At June 30, 2010, we had a working capital deficit of $43,487. Net cash used in operating activities during the six months ended June 30, 2010 was $41,579, compared to net cash used in operating activities during the six months ended June 30, 2009 of $57,171. During the six months ended June 30, 2010 there was no cash used or received in investing activities. During the six months ended June 30, 2009, $5,000 was used in investing activities, in the purchase of our software. 2 During the six months ended June 30, 2010, we received $36,151 from our financing activities compared to $58,878 during the three months ended June 30, 2009. During the six months ended June 30, 2010, the Company entered into a agreement to acquire the assets of Hunt Global Resources, Inc. ("Hunt"), a Houston based company focused on the use of new technologies to maximize the value of its natural resources projects. The completion of acquisition is contingent upon the deliverance of audited financial statements of Hunt. At this time, the Company has not closed on the acquisition. During the six months ended June 30, 2010, Hunt advanced the Company funds totaling $37,535 to support operations. These funds are due on demand. In January 2010, all of the holders of the outstanding Convertible Promissory Notes totaling $100,000 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 Need for Additional Financing We do not have capital sufficient to meet our cash needs. We will have to seek loans or equity placements to cover such cash needs. No commitments to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow it to cover our expenses as they may be incurred. 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 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), Messrs. Harris and Cox our Chief Executive Officer and Chief Financial Officer for the quarter ended June 30, 2010, 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. 3 There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2010, 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 1A. RISK FACTORS NONE ITEM 2. CHANGES IN SECURITIES The Company did not make any unregistered sales of its securities from April 1, 2010 through June 30, 2010. ITEM 3. DEFAULTS UPON SENIOR SECURITIES NONE ITEM 4. RESCINDED AND RESERVED. ITEM 5. OTHER INFORMATION NONE. 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 Financial 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 Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act 4 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: August 13, 2010 By: /s/ John N. Harris --------------------------------------- John N. Harris, President & Chief Executive Officer Dated: August 13, 2010 By: /s/ Neil A. Cox --------------------------------------- Neil A. Cox Chief Financial Officer & Chief Accounting Officer 5 EX-31.1 2 ex31-1.txt Exhibit 31.1 CERTIFICATION OF PERIODIC REPORT I, John N. Harris, 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 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. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision 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 report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report the Company's conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 1st quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 12, 2010 /s/ John N. Harris ----------------------------------------- John N. Harris, President, Chief Executive Officer and Director (Principal Executive Officer) EX-31.2 3 ex31-2.txt Exhibit 31.2 CERTIFICATION OF PERIODIC REPORT 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 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. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision 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 report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report the Company's conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 1st quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 12, 2010 /s/ Neil A. Cox ----------------------------------------- Neil A. Cox, Chief Financial Officer and Chairman of the Board (Principal Financial Officer) EX-32.1 4 ex32-1.txt Exhibit 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the accompanying Quarterly Report on Form 10-Q of Tombstone Technologies, Inc. for the quarter ended June 30, 2010, I, John N. Harris, President, Chief Executive Officer, Director and Principal Executive Officer of Tombstone Technologies, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that: a) such Quarterly Report on Form 10-Q of Tombstone Technologies, Inc. for the quarter ended June 30, 2010, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and b) the information contained in such Quarterly Report on Form 10-Q of Tombstone Technologies, Inc. for the quarter ended June 30, 2010, fairly presents, in all material respects, the financial condition and results of operations of Tombstone Technologies, Inc. Date: August 12, 2010 /s/ John N. Harris --------------------------------- John N. Harris, President and Chief Executive Officer (Principal Executive Officer) This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. EX-32.2 5 ex32-2.txt Exhibit 32.2 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the accompanying Quarterly Report on Form 10-Q of Tombstone Technologies, Inc. for the quarter ended June 30, 2010, I, Neil A. Cox, Chief Financial Officer, Chairman of the Board and Principal Accounting Officer of Tombstone Technologies, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that: a) such Quarterly Report on Form 10-Q of Tombstone Technologies, Inc. for the quarter ended June 30, 2010, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and b) the information contained in such Quarterly Report on Form 10-Q of Tombstone Technologies, Inc. for the quarter ended June 30, 2010, fairly presents, in all material respects, the financial condition and results of operations of Tombstone Technologies, Inc. Date: August 12, 2010 /s/ Neil A. Cox ------------------------------------ Neil A. Cox, Chief Financial Officer and Chairman of the Board (Principal Accounting Officer) This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. -----END PRIVACY-ENHANCED MESSAGE-----