SCHEDULE 14A
INFORMATION
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TOMBSTONE CARDS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
None
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Tombstone Cards, Inc.
5380 Highlands Drive
Longmont, CO 80503
(303) 684-6644
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the shareholders of Tombstone Cards, Inc.:
An annual Meeting of Shareholders of Tombstone Cards, Inc. (the "Company")
will be held at the law offices of Michael A. Littman, 7609 Ralston Road,
Arvada, CO 80002 at 10:00 a.m., Mountain Time on July 24, 2008 for the purposes
of:
1. To elect three persons to the Board of Directors for the ensuing year;
2. To authorize a change in the name of this corporation to Tombstone
Technologies, Inc. (requires an amendment to the Articles of Incorporation);
3. To authorize the creation of Preferred Stock (requires an amendment to
the Articles of Incorporation); and
4. To ratify the appointment of our auditors, Cordovano and Honeck LLP.
All shareholders are invited to attend the meeting. Shareholders of record
at the close of business on June 26, 2008, the record date, fixed by the Board
of Directors, are entitled to notice of and to vote at the meeting. A complete
list of shareholders entitled to notice of and to vote at the meeting will be
available for examination by shareholders beginning 10 days prior to the meeting
for any purpose germane to the meeting during normal business hours at the Law
Offices of Michael A. Littman, 7609 Ralston Road, Arvada, CO 80002.
The Company's Annual Report to Stockholders for the year ended December
31, 2007 accompanies this Notice of Annual Meeting and Proxy Statement.
All stockholders, whether or not they expect to attend the Meeting in
person, are requested either to complete, date, sign, and return the enclosed
form of proxy in the accompanying envelope or to record their proxy by other
authorized means. The proxy may be revoked by the person executing the proxy by
filing, with the Secretary of the Company, an instrument of revocation or duly
executed proxy bearing a later date, or by electing to vote in person at the
meeting.
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Whether or not you intend to be present at the meeting, please sign and
date the enclosed proxy and return it in the enclosed envelope.
By Order of the Board of Directors
/s/ John N. Harris
President and Chief Executive Officer
June 30, 2008
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Tombstone Cards, Inc.
5380 Highlands Drive
Longmont, CO 80503
(303) 684-6644
---------------
PROXY STATEMENT
---------------
PROXIES ARE BEING SOLICITED BY THE COMPANY, AND
YOU ARE REQUESTED TO SUBMIT YOUR PROXY TO THE COMPANY.
Solicitation and Revocability of Proxy
This proxy statement ("Proxy Statement") and the accompanying proxy
("Proxy") is furnished in connection with the solicitation by the Board of
Directors (the "Board") of Tombstone Cards, Inc., a Colorado corporation (the
"Company"), for use at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held at 7609 Ralston Road, Arvada, CO 80002 on July 24, 2008 at 10:00
a.m., Mountain Time, and for any postponement or adjournment thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.
The Company will bear the cost of solicitation of proxies. In addition
to the solicitation of proxies by mail, certain officers, agents and employees
of the Company, without extra remuneration, may also solicit proxies personally
by telephone, telefax or other means of communication. In addition to mailing
copies of this material to shareholders, the Company may request persons, and
reimburse them for their expenses in connection therewith, who hold stock in
their names or custody or in the names of nominees for others, to forward such
material to those persons for whom they hold stock of the Company and to request
their authority for execution of the proxies.
A shareholder who has given a Proxy may revoke it at any time prior to
its exercise by giving written notice of such revocation to the Secretary of the
Company, executing and delivering to the Company a letter dated Proxy reflecting
contrary instructions or appearing at the Annual Meeting and voting in person.
The mailing address of the Company's principal executive office is 5380
Highlands Drive, Longmont, CO 80503, and its telephone number at this office is
(303) 684-6644.
Shares Outstanding, Voting Rights and Proxies
Holders of shares of the Company's common stock (the "Common Stock") of
record at the close of business on June 26, 2008 (the "Record Date") are
entitled to vote at the Annual Meeting or any postponement or adjournment
thereof. On the Record Date, there were issued and outstanding 3,230,000 shares
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of Common Stock. Each outstanding share of Common Stock is entitled to one vote.
The holders of a majority of the outstanding shares of the Company
entitled to vote on the matters proposed herein, present in person or by Proxy,
shall constitute a quorum at the Annual Meeting. The approval of a majority of
the outstanding shares of Common Stock present in person or represented by
Proxy, assuming a quorum at the Annual Meeting, is required for the adoption of
the matters proposed herein.
The form of Proxy solicited by the Board affords shareholders the
ability to specify a choice among approval of, disapproval of, or abstention
with respect to, each matter to be acted upon at the Annual Meeting. Shares of
Common Stock represented by the Proxy will be voted, except as to matters with
respect to which authority to vote is specifically withheld. Where the solicited
shareholder indicates a choice on the form of Proxy with respect to any matter
to be acted upon, the shares will be voted as specified. Abstentions and broker
non-votes will not have the effect of votes in opposition to a director or
"against" any other proposal to be considered at the Annual Meeting.
The person named as proxy is John N. Harris. All shares of Common Stock
represented by properly executed proxies which are returned and not revoked will
be voted in accordance with the instructions, if any, given therein. If no
instructions are provided in a Proxy, the shares of Common Stock represented by
your Proxy will be voted FOR the Board's nominees for director and FOR the
approval of Proposals 2, 3, 4, and 5 and in accordance with the Proxy holder's
best judgment and as to any other matters raised at the Annual Meeting.
Dissenter's Rights
Under Colorado law, shareholders are not entitled to dissenter's rights
of appraisal on any proposal referred to herein.
The approximate date on which this Proxy Statement and the accompanying
form of Proxy are first being mailed to shareholders is July 3, 2008.
INFORMATION RELATING TO VARIOUS PROPOSALS
Proposal #1: ELECTION OF DIRECTORS
Information Concerning Directors
At the time of the Annual Meeting, the Board will consist of three
incumbent members (all three of which are seeking to be reelected at the Annual
Meeting), in each case to hold office until the next annual or Annual Meeting of
shareholders at which a new Board is elected and until their successors shall
have been elected and qualified. The Company's Articles of Incorporation and
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Bylaws presently provide for a Board of no less than three (3) and no more than
seven (7) directors. It is intended that the accompanying Proxy will be voted in
favor of the following persons to serve as directors, unless the shareholder
indicates to the contrary on the Proxy.
John N. Harris, Neil A. Cox, and William H. Reilly, who are incumbent
directors, have been nominated by the Board for election as directors of the
Company. All of the nominees have informed the Company that they are willing to
serve, if elected, and management has no reason to believe that any of the
nominees will be unavailable. In the event a nominee for director should become
unavailable for election, the persons named in the Proxy will vote for the
election of any other person who may be recommended and nominated by the Board
for the office of director. The persons named in the accompanying Proxy intend
to vote for the election as director of the nominees listed above. Information
regarding directors is set forth below.
The following table sets forth certain information with respect to each
person who is currently a director and/or executive officer of the Company, as
well as the persons nominated and recommended to be elected by the Board, and is
based on the records of the Company and information furnished to it by the
persons. Reference is made to "Security Ownership of Certain Beneficial Owners
and Management" for information pertaining to stock ownership by each director
and executive officer of the Company and the nominees.
Directors and Executive Officers
The following table contains certain information with respect to the
persons who are currently, or nominated to be, directors and executive officers
of the Company.
NAME AGE POSITION
John N. Harris 61 President, Chief Executive Officer,
and Director
Neil A. Cox 58 Chief Financial Officer and Director
William H. Reilly 54 Chief Operations Officer and Director
John N. Harris, 61, President and Director
Mr. Harris began his career in the securities industry in 1971 with Newhard Cook
& Co., a St. Louis based NYSE member firm. Licensed both as a broker and
principal, he ultimately managed brokerage offices for several regional NASD
brokerage firms. Since 1985, he has been self-employed as a business consultant
and as a private investor. For the last 5 years Mr. Harris has been an
independent financial consultant. Mr. Harris brings us experience in the public
securities market.
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Neil A. Cox, 58, Chairman of the Board and Chief Financial Officer.
Mr. Cox has more than 30 years' experience in the securities and financial
industry. He brings enthusiasm, energy, and a solid base of understanding in
acquisitions, strategic planning, and public and private financing. Mr. Cox is a
former officer and director of a regional broker-dealer and has been involved
with structuring, financing, and investment banking activities for dozens of
companies. In 1999, as chief financial officer of IDMedical.com, Mr. Cox
coordinated the efforts for the company to become a publicly traded software
company that tried to pioneer computerized medical records on the Internet. Mr.
Cox received a Bachelor of Business Administration (BBA) from West Texas A&M
University (formerly known as West Texas State University) in 1971. He served in
the United States Army as an Infantry Lieutenant, and is also a licensed
insurance broker. Mr. Cox had been self-employed with Rocky Mountain Securities
and Investments, Inc. until 2002, a registered broker-dealer; and from
2002-2004, Mr. Cox was self-employed with Moloney Securities Co., Inc., a
registered broker-dealer. Since 2004, Mr. Cox has been an independent insurance
broker (Life, Health, & Accident) who has represented many Life and Health
Insurance Companies and is also an independent business consultant.
William H. Reilly, 54, Chief Operations Officer/Chief Technology Officer and
Director
Mr. Reilly has spent the past 25 years working with technology in support of
communications and business operations. He co-founded the Frontline Group
Technology Center, where he guided day-to-day operations as chief operating
officer. He also served as the parent company's chief technology officer,
overseeing the installation of one of the nation's first VoIP systems, serving
14 offices in 11 states. After three years he started his own consulting
business, offering services to young companies that wanted to establish the
necessary systems to support measured and profitable growth, including strategic
marketing, consultative sales, and customer service support. He earned his
undergraduate degree at Wilkes College in Pennsylvania and completed his
postgraduate work at Montclair State University. Mr. Reilly has headed his own
consulting company, MountainTop Back Office, since 2002 and provides technology
integration and marketing services to established companies.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our directors and officers are, or may become, in their individual
capacities, officers, directors, controlling shareholder and/or partners of
other entities engaged in a variety of businesses. Thus, there exist potential
conflicts of interest including, among other things, time, efforts and
corporation opportunity, involved in participation with such other business
entities. While each officer and director of our business is engaged in business
activities outside of our business, they devote to our business such time as
they believe to be necessary.
Management will devote full time to the operations of the Company, and
any time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.
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EXECUTIVE AND DIRECTOR COMPENSATION
The following information is set forth with respect to all remuneration
paid by the Company during the year ended December 31, 2007 and 2006 to the
Company's five most highly paid executive officers or directors whose total
remuneration exceeded $60,000 and to all directors and officers as a group.
SUMMARY EXECUTIVES COMPENSATION TABLE
Non-equity Non-qualified
incentive deferred
Stock Option plan compensation All other
Salary Bonus awards awards compensation earnings compensation Total
Name & Position Year ($) ($) ($) ($) ($) ($) ($) ($)
--------------------- ------ --------- ------ ------- --------- --------- --------------- ------
John Harris, 2007 36,000 0 0 0 0 0 0 36,000
President(1) 2006 18,000 3,000 0 0 0 0 0 21,000
--------------------- ------ --------- ------- --------- --------- --------------- ------
Neil Cox, Chief 2007 36,000 0 0 0 0 0 0 36,000
Financial Officer (1) 2006 18,000 3,000 0 0 0 0 0 21,000
--------------------- ------ --------- ------- --------- --------- --------------- ------
William Reilly, 2007 42,000 0 0 0 0 0 0 42,000
COO/CTO (1) 2006 21,000 3,500 0 2,500(2) 0 0 0 27,000
--------------------- ------ --------- ------- ------- --------- --------- --------------- ------
(1) Payroll was made for the months of July-December 2006, therefore the actual
salaries paid were: Neil Cox-$18,000, John Harris-$18,000 and William
Reilly-$21,000, and Messrs. Cox and Harris each received a $3,000 bonus, and Mr.
Reilly received a $3,500 bonus. The executives forgave any salary obligation for
January - June of 2006 in consideration of the bonus paid in August of 2006.
Messrs. Harris and Cox each forwent $15,000, and Mr. Reilly forwent $17,500.
The President, CFO and COO/CTO contributed their management services to our
business until June 30, 2006, and were not paid until August 2006. The President
and CFO were paid for July 2006 and August 2006 at the rate of $3,000 per month.
The COO/CTO was paid for July 2006 and August 2006 at the rate of $3,500 per
month. The President and CFO were paid a bonus also of $3,000 for deferring
salaries until August 2006 and the COO/CTO (William Reilly) was paid a bonus of
$3,500 for deferring salaries until August 2006.
(2) Mr. Reilly was issued an option to purchase 100,000 shares of the Company's
common stock. The option has an exercise price of $0.55 per share and a term of
3 years expiring in August 2009. The value of the option was determined using
the exercise price.
Other than the remuneration discussed above, the Company has no
retirement, pension, profit sharing, stock option or similar program for the
benefit of its officers, Directors, or employees.
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
Equity
Equity Equity incentive
incentive incentive plan
plan awards: Market plan awards: awards:
Number of Number of value of Number of Market or
Number of Number of securities shares of shares of unearned payout
securities securities underlying units of units of shares, value of
underlying underlying unexercised Option stock that stock units or unearned
unexercised unexercised unearned exercise Option have not that have other rights shares,
options (#) options (#) options price expiration vested not vested that have units or
Name exercisable unexercisable (#) ($) date (#) ($) not vested other
(#) rights that
have not
vested ($)
--------------- ------------- --------------- ------------- --------- ----------- ------------ ----------- ------------- -----------
John N. Harris 0 0 0 0 0 0 0 0 0
Neil A. Cox 0 0 0 0 0 0 0 0 0
William Reilly 0 0 0 0.55 8/2009 0 0 0 0
SECTION 16(A) EFICIAL OWNERSHIP REPORTING COMPLIANCE
Our records reflect that all reports which were required to be filed
pursuant to Section 16 (A) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") were filed on a timely basis. We are not aware of any
failure to comply with Section 16(A) by any of the Company's officers,
directors, and 10% shareholders.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table set forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 26, 2008, by (i)
each director, (ii) the current Chief Executive Officer, (iii) the Chief
Financial Officer, (iv) all persons, including groups, known to the Company to
own beneficially more than five percent (5%) of the outstanding Common Stock of
the Company, and (v) all executive officers and directors as a group. As of
December 31, 2007, there were a total of 3,230,000 shares of Common Stock
outstanding.
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Title Name of Amount and Percent
of Beneficial Nature of of
Class Owner Beneficial Equity(1)
Ownership
Common Stock John Harris 500,000 6.36%
President & Director
PO Box 1547
Lyons, CO 80540
Common Stock Neil Cox 500,000 6.36%
CFO & Director
5380 Highlands Drive
Longmont, CO 80503
Common Stock William H. Reilly(2) 125,000 1.59%
COO/CTO & Director
4859 Dakota Blvd
Boulder, CO 80304
Common Stock Capital Merchant Bank(3) 600,000 7.63%
600 N. Bradley Road
Lake Forest, IL 60045
Common Stock Michael J. Keate(4) 600,000 7.63%
7841 Marguette Dr., South
Tinley Park, IL 60477
Common Stock Roland Rosenboom(5) 600,000 7.63%
585 S. Main St.
Clifton, IL 60927
Common Stock James Scanlon(6) 600,000 7.63%
9048 W. 5000 South Rd
Hescher, IL 60941
Common Stock Mike Scanlon(7) 600,000 7.63%
2316 Sunset View Rd
Kankakee, IL 60901
Officers and Directors as a Group 1,125,000 14.31%
(3 persons)
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(1) Based upon 3,230,000 shares of common stock issued and outstanding on
December 31, 2007, warrants exercisable for 4,180,000 shares of common
stock and options exercisable for 450,000 shares of common stock, there
would be 7,860,000 shares of our common stock issued and outstanding, on a
fully diluted basis.
(2) Consists of 25,000 shares of common stock and an option exercisable for
100,000 shares of common stock.
(3) The Capital Merchant Bank holds these 600,000 warrants beneficially for
Joseph Kurczodyna.
(4) Consists of 200,000 shares of common stock and warrants exercisable for
400,000 shares of common stock.
(5) Consists of 200,000 shares of common stock and warrants exercisable for
400,000 shares of common stock.
(6) Consists of 200,000 shares of common stock and warrants exercisable for
400,000 shares of common stock.
(7) Consists of 200,000 shares of common stock and warrants exercisable for
400,000 shares of common stock
Vote Required
The approval of a majority of the shares of Common Stock present in
person or represented by proxy, assuming a quorum of the holders of Common Stock
at the Annual Meeting, is required for election of the Director Nominees.
Cumulative voting in the election of directors is not allowed.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION TO THE BOARD OF
DIRECTORS OF THE COMPANY FOR EACH OF THE DIRECTOR NOMINEES.
Proposal 2: AMENDMENT TO ARTICLES OF INCORPORATION NAME CHANGE
We are asking shareholders to authorize a change in the name of this
corporation to Tombstone Technologies, Inc. This requires an amendment to our
Articles of Incorporation.
We believe that the name change in our Articles of Incorporation are in
the best interest of our corporation, to adopt a name which maybe related to a
new business attempt, in which the company may engage.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NAME CHANGE.
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Proposal 3: AUTHORIZATION TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO
PERMIT THE ISSUE OF UP TO ONE MILLION (1,000,000) SHARES OF PREFERRED STOCK IN
SUCH CLASSES AND SERIES WITH SUCH RIGHTS, PRIVILEGES AND PREFERENCES AS THE
BOARD MAY HEREAFTER DETERMINE.
We are asking shareholders to authorize the directors of the Company
to have the authority to issue up to one million (1,000,000) shares of Preferred
Stock. This requires an amendment to our Articles of Incorporation. These shares
are known as "blank check" preferred, because the Board can set in its
discretion the classes, series and rights, privileges and preferences as it may
determine in the future.
The Company is seeking to authorize Preferred Stock, because, in
recent years, financing for smaller companies has often required the issuance of
a senior class of stock with certain protections and preferences, upon
liquidation, dividends, conversion privileges, anti-dilution provisions and
other types of preferences and rights which are not found in "common" stock.
Preferred stock is also frequently used to finance acquisitions, either by
issuance for cash as equity in lieu of debt, or for asset acquisition. The
Company does not have any plans to issue any shares of Preferred Stock, at this
time.
If the additional Preferred Stock is authorized, the Board will have
complete discretion to authorize Series and Classes, and to negotiate and set
the rights, privileges, and preferences of the classes and series. The
discretion is commonly called a "blank check" when discussing Preferred Stock
for which the Designations of Rights, Privileges, and Preferences have not been
established.
Management will have also the discretion, subject to Board approval
of how, when, and for what consideration the Preferred Shares may be issued. The
Board can approve significant liquidation, dividend, voting conversion, and
redemption rights that are very superior to those of common stock to the serious
detriment of common stockholders. If the Preferred Stock authorization is
approved, thereafter the common shareholder's will have NO other future input or
approval over the Preferred Stock issuance, or its rights, privileges,
preferences, or its series or classes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AUTHORIZATION TO ISSUE UP TO
ONE MILLION (1,000,000) SHARES OF PREFERRED STOCK.
Proposal 4: APPOINTMENT OF CORDOVANO AND HONECK LLP
Cordovano and Honeck LLP., Independent Public Accountants, of
Englewood, Colorado have been appointed as the Certifying Accountants for the
period through fiscal year 2008 and shareholders are asked to ratify such
appointment. Ratification of the appointment of Cordovano and Honeck LLP, as the
Company's independent public accountants for the fiscal year ending December 31,
2008 will require the affirmative vote of a majority of the shares of Common
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Stock represented in person or by proxy and entitled to vote at the Annual
Meeting. In the event the stockholders do not ratify the appointment of
Cordovano and Honeck LLP. for the forthcoming fiscal year, such appointment will
be reconsidered by the Board. Representatives of Cordovano and Honeck LLP. are
not expected to be present at the Annual Meeting and will not make statements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE COMPANY'S
INDEPENDENT ACCOUNTANTS.
In the event that the ballot is left blank for a proposal, it will be
deemed a "For" vote.
FINANCIAL AND OTHER INFORMATION
Reference is made to the financial statements and other information
included in the Company's Annual Report on Form 10-KSB for the period ended
December 31, 2007 (as filed with the Securities and Exchange Commission on
February 1, 2008), which is incorporated herein by reference. A Copy of such
report is included in this mailing. If you do not receive a copy of such report,
the Company undertakes to provide to you, without charge, upon a written or oral
request by you and by first class mail or other equally prompt means within one
business day of receipt of such request, a copy of such report. Written requests
for such report should be addressed to the Office of the President, Tombstone
Cards, Inc., 5380 Highlands Drive, Longmont, CO 80503.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matter appropriate for
shareholder action consistent with regulations of the Securities and Exchange
Commission. Should a shareholder intend to present a proposal at next year's
annual meeting, it must be received by John N. Harris, the President of the
Company, at Tombstone Cards, Inc., 5380 Highlands Drive, Longmont, CO 80503, no
later than 30 days prior to fiscal year end, in order to be included in the
Company's proxy statement and form of proxy relating to that meeting. It is
anticipated that the next annual meeting will be held in June, 2009.
OTHER MATTERS
The Board is not aware of any other matter other than those set forth
in this Proxy Statement that will be presented for action at the Annual Meeting.
If other matters properly come before the Annual Meeting, the persons named as
proxies intend to vote the shares they represent in accordance with their best
judgment in the interest of the Company.
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Dated: June 30, 2008 Tombstone Cards, Inc.
By the order of the Board of Directors
/s/ John N. Harris
-----------------------------------
John N. Harris, President, CEO, and
Director
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BALLOT
Tombstone Cards, Inc.
5380 Highlands Drive
Longmont, CO 80503
(303) 684-6644
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints David Cutler proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of Tombstone Cards, Inc. held of record by the
undersigned at the Annual Meeting of Stockholders to be held on
July 24, 2008, at 10:00 a.m., at 7609 Ralston Road, Arvada, CO 80002, and at any
adjournment thereof, upon the matters described in the accompanying Notice of
Annual Meeting and Proxy Statement, receipt of which is hereby acknowledged, and
upon any other business that may properly come before, and matters incident to
the conduct of, the meeting or any adjournment thereof. Said person is directed
to vote on the matters described in the Notice of Annual Meeting and Proxy
Statement as follows, and otherwise in their discretion upon such other business
as may properly come before, and matters incident to the conduct of, the meeting
and any adjournment thereof.
1. To elect three (3) directors to hold office until the next annual
meeting of stockholders or until their respective successors have been elected
and qualified:
Nominees: John N. Harris, Neil A. Cox, and William Reilly
[_] FOR: nominees listed above (except as marked to the contrary
below).
[_] WITHHOLD authority to vote for nominee(s) specified below.
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), write
the applicable name(s) in the space provided below.
------------------------------------------------------
2. To authorize a change in the name of this corporation to a Tombstone
Technologies, Inc. (Requires an amendment to the Articles of Incorporation.)
[_] FOR [_] AGAINST [_] ABSTAIN
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3. To authorize the creation of a Preferred Class of stock (requires an
amendment to the Articles of Incorporation.)
[_] FOR [_] AGAINST [_] ABSTAIN
4. To ratify the appointment of our auditors, Cordovano and Honeck LLP.
[_] FOR [_] AGAINST [_] ABSTAIN
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD IN
THE ENCLOSED ENVELOPE.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE STATED PROPOSALS.
Number of shares owned ________________
------------------------------------- ------------------------------------
Signature of Stockholder Signature if held jointly
Printed name: __________________________ Printed name: ______________________
Address: ______________________________
--------------------------------
Dated: _____________________, 2008
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
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