UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10Q
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(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.
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(Exact name of registrant as specified in its charter)
Colorado 51-0431963
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(State of Incorporation) (IRS Employer ID Number)
5380 Highlands Drive, Longmont, CO 80503
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(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
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Neil A. Cox Chief Financial Officer & Chief
Accounting Officer
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