As filed with the Securities and Exchange Commission on May 1, 2008
                          Registration No. 333-138184

 ==============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                         POST-EFFECTIVE AMENDMENT NO. 1
                                  TO FORM SB-2

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              TOMBSTONE CARDS, INC.
                 (Name of small business issuer in its charter)

         COLORADO                        2759                   51-0541963
         --------                        ----                   ----------
  (State or jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization) Classification Code Number)   Identification No.)


     2400 Central Avenue, Suite G. Boulder, CO 80301 / Phone (303) 684-6644
          (Address and telephone number of principal executive offices)

                                   Neil A. Cox
      2400 Central Avenue, Suite G. Boulder, CO 80301/ Phone (303) 684-6644
            (Name, address and telephone number of agent for service)


                        COPIES OF ALL COMMUNICATIONS TO:
                       Michael A. Littman, Attorney at Law
  7609 Ralston Road, Arvada, CO, 80002 / phone 303-422-8127 / fax 303-431-1567

Approximate  date of  commencement  of proposed  sale to the public:  As soon as
possible after this Registration Statement becomes effective.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the  Securities  Act,  check the following box and list the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering.  [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]






                                            CALCULATION OF REGISTRATION FEE
---------------------------- ------------------ ------------------------- --------------------------- ----------------
  Title of Each Class of       Amount To Be         Proposed Maximum           Proposed Maximum          Amount of
Securities To Be Registered     Registered      Offering Price Per Unit       Aggregate Offering       Registration
                                                                                   Price(1)                 Fee
---------------------------- ------------------ ------------------------- --------------------------- ----------------
---------------------------- ------------------ ------------------------- --------------------------- ----------------
                                                                                                
Units by Selling                     1,730,000                     $0.75                   1,297,500        $39.83(3)
Shareholders
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Units Underlying  Placement             60,000                     $0.75                     $45,000            $1.38
Agent Warrants (4)
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Common Stock by Selling              3,230,000                     $0.55                  $1,776,500        $54.54(2)
Shareholders
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Common Shares Underlying               600,000                     $0.55                    $330,000        $10.13(2)
Warrants to Consultants
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Common Shares Underlying                60,000                     $0.55                     $33,000         $1.01(2)
Placement Agent Warrants
for Units
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Selling Shareholders "A"             1,730,000                     $0.10                    $173,000         $5.31(3)
Warrants
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Selling Shareholders "B"             1,730,000                     $0.05                     $86,500        $2.66 (3)
Warrants
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Common Shares Underlying             1,730,000                     $2.00                  $3,460,000      $106.22 (2)
"A" Warrants
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Common Shares Underlying             1,730,000                     $5.00                  $8,650,000       $265.56(2)
"B" Warrants
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Common Shares Underlying               150,000                     $0.55                     $82,500        $2.53 (2)
Employee  Options
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Placement Agent "A"                     60,000                     $0.10                      $6,000             $.18
Warrants
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Placement Agent "B"                     60,000                     $0.05                      $3,000             $.09
Warrants
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Shares Underlying                       60,000                     $2.00                    $120,000            $3.68
Placement Agent "A"
Warrants
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Shares Underlying                       60,000                     $5.00                    $300,000            $9.21
Placement Agent "B"
Warrants
---------------------------- ------------------ ------------------------- --------------------------- ----------------

(1)  Estimated solely for the purpose of computing the registration fee pursuant
     to Rule 457(o) under the Securities Act.
(2)  Amount previously paid with the original SB-2 filing.
(3)  Amount previously paid with the SB-2/A No. 1 filing.
(4)  Units underlying Warrants for Units granted to Placement Agent (60,000).



This Post-Effective  Amendment No. 1 to the Registration Statement on Form SB-2,
which  was  previously   declared  effective  by  the  Securities  and  Exchange
Commission  on August 10,  2007,  incorporates  by  reference  the  Registrant's
current reports on Form 8-K as filed with the Securities and Exchange Commission
on January 4, 2008.












                                       ii


                             (SUBJECT TO COMPLETION)
                                   PROSPECTUS
                              TOMBSTONE CARDS, INC.


     
         1,500,000 COMMON SHARES OF COMMON STOCK OF SELLING SHAREHOLDERS
 1,730,000 UNITS CONSISTING OF ONE COMMON SHARE AND ONE "A" WARRANT AND ONE "B" WARRANT
         1,730,000 SHARES COMPRISING PART OF THE UNITS BEING REGISTERED
                             1,730,000 "A" WARRANTS
                             1,730,000 "B" WARRANTS
                 1,730,000 COMMON SHARES UNDERLYING "A" WARRANTS
                 1,730,000 COMMON SHARES UNDERLYING "B" WARRANTS
              600,000 COMMON SHARES UNDERLYING CONSULTANT WARRANTS
                60,000 UNITS UNDERLYING PLACEMENT AGENT WARRANTS
 (CONSISTING OF 60,000 SHARES OF COMMON STOCK, 60,000 "A" WARRANTS AND 60,000 "B" WARRANTS)
   60,000 SHARES OF COMMON STOCK UNDERLYING PLACEMENT AGENT WARRANTS FOR UNITS
        60,000 "A" WARRANTS UNDERLYING PLACEMENT AGENT WARRANTS FOR UNITS
            60,000 SHARES UNDERLYING "A" WARRANTS OF PLACEMENT AGENT
60,000 "B" WARRANTS OF PLACEMENT AGENT UNDERLYING PLACEMENT AGENT WARRANTS FOR UNITS
            60,000 SHARES UNDERLYING "B" WARRANTS OF PLACEMENT AGENT
                    150,000 EMPLOYEE/CONSULTANT OPTION SHARES


We are  registering  all  securities  listed  for  sale  on  behalf  of  selling
shareholders:

(a)  1,500,000 Shares of Common Stock of Selling Shareholders,
(b)  1,730,000 Units  consisting of one common share and one "A" Warrant and one
     "B" Warrant,
(c)  1,730,000 outstanding shares comprising part of the Units being Registered,
(d)  1,730,000 "A" Warrants,
(e)  1,730,000 "B" Warrants,
(f)  1,730,000 common Shares underlying "A" Warrants at $2.00 per Share,
(g)  1,730,000 common Shares underlying "B" Warrants at $5.00 per Share,
(h)  600,000 common Shares underlying Consultant Warrants at $0.55 per Share,
(i)  60,000  Units   underlying   Placement  Agent  Warrants  for  Units  (Units
     consisting  of 60,000  shares  and  60,000  "A"  Warrants  and  60,000  "B"
     Warrants),
(j)  60,000  common  Shares  underlying   Placement  Agent  Warrants  for  Units
     (consisting of Shares and "A" and "B" Warrants) at $0.55 per Share,
(k)  60,000 "A" Warrants underlying Placement Agent Warrants for Units,
(l)  60,000 "B" Warrants underlying Placement Agent Warrants for Units,
(m)  60,000 Shares underlying "A" Warrants to Placement Agent,
(n)  60,000 Shares underlying "B" Warrants to Placement Agent, and
(o)  150,000 Shares  underlying  Employee/Consultant  Options at $0.55 per Share
     (the  "Offering")  of  our  Company,  Tombstone  Cards,  Inc.,  a  Colorado
     corporation ("Tombstone").

A total of $4,028,500 may be raised by us if all "A" Warrants,  Placement  Agent
Warrants,  Employee Options and Consultant  Warrants and Options described above
are  exercised.  If all of the "B" Warrants are exercised  including  60,000 "B"
Warrants underlying Placement Agent Units, we would raise $8,950,000 in addition
to other funds raised on any prior purchases or Warrant  exercises.  We will NOT
receive  any  proceeds  from  sales of  Shares,  Units or  Warrants  by  Selling
Shareholders. If all of the Warrants and Options are exercised we could raise as
much as $12,978,500. Furthermore, given that we have no operating history and no
revenues,  it is highly unlikely that our Warrants will be exercised at $2.00 or
$5.00 in the foreseeable future.


Our Unit (the  "Units")  consists of one share of our no par value  common stock
(the "Common Stock"),  and two common stock purchase  Warrants (the "Warrants"),
an "A"  Warrant  and a "B"  Warrant.  Each "A"  Warrant  entitles  the holder to
purchase  one  share of  Common  Stock at $2.00  during  the  three-year  period
commencing  August 31, 2006 and each "B" Warrant entitles the holder to purchase
one share at $5.00 during the three year

                                        1





period  commencing  August  31,  2006.  We have the right to call and redeem the
Warrants upon 30 days written  notice,  at $0.001 per Warrant.  Our Common Stock
and Warrants will be separately  transferable  immediately  after the closing of
this offering.  There are no transfer limitations on the Units being registered.
We have undertaken to keep the registration  statement, of which this Prospectus
is a part,  current  during  the  term of the  Warrants.  (See  "Description  of
Securities")


Our  Selling  Security  Holders  plan to sell Units at $0.75,  common  Shares at
$0.55,  "A"  Warrants at $0.10 and "B"  Warrants at $0.05,  until such time as a
market  develops for any of the  securities and thereafter at such prices as the
market may dictate  from time to time.  There is a limited  market for the stock
and our  pricing is  arbitrary  with no relation  to market  value,  liquidation
value, earnings or dividends.  The price was arbitrarily set at a slight premium
to the previous private  placement price of $0.50 per Unit. The Warrant exercise
price was arbitrarily determined based on speculative concept unsupported by any
other comparables. We have set the initial fixed prices as follows:


          TITLE                             PER SECURITY
    ---------------------------------------------------------
      Common Stock                             $0.55
    ---------------------------------------------------------
          Units                                $0.75
    ---------------------------------------------------------
      "A" Warrants                             $0.10
    ---------------------------------------------------------
      "B" Warrants                             $0.05
    ---------------------------------------------------------

At any  time  after a market  develops,  our  security  holders  may sell  their
securities   at  market   prices  or  at  any  price  in  privately   negotiated
transactions.

THIS OFFERING  INVOLVES A HIGH DEGREE OF RISK; SEE "RISK  FACTORS"  BEGINNING ON
PAGE 6 TO READ ABOUT  FACTORS YOU SHOULD  CONSIDER  BEFORE  BUYING SHARES OF THE
COMMON STOCK.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE   COMMISSION  (THE  "SEC")  OR  ANY  STATE  OR  PROVINCIAL   SECURITIES
COMMISSION,  NOR HAS THE SEC OR ANY STATE OR  PROVINCIAL  SECURITIES  COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.


In  October  2007,  our  common  stock and Units  began  trading on the over the
counter bulletin board under the symbol "TMCI" And "TMCIU". During the period of
October  2007 through  December  31,  2007,  our Shares and Units did not trade.
During  the period of January 1, 2008  through  March 31,  2008,  our Shares and
Units had limited trading activity.


We are conducting  this offering as a  "self-underwriting"  through our officers
and directors, and therefore, we will pay no underwriting fees or commissions

     1.   We are not using an underwriter  for this offering of Shares or Shares
          underlying Warrants.

     2.   We have no  arrangement to place the proceeds from this offering in an
          escrow,  trust or similar  account.  Any funds raised from exercise of
          Warrants pursuant to this offering will be immediately available to us
          for our use and  retained by  Tombstone  regardless  of whether or not
          there are any additional sales under this offering.

This  offering  will be on a delayed  or  continuous  basis for sales of selling
Shareholders  Units,  Shares,  or Warrants  and for exercise of Warrants for the
period of the Warrants until expiry or call and exercise.

The Selling  Warrantholders  are not paying any of the offering  expenses and we
will not  receive  any of the  proceeds  from the  sale of the  Warrants  by the
Selling Warrantholders (See "Description of Securities - Warrants").

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until  the date  that  the  registration  statement
relating  to these  securities,  which has been  filed with the  Securities  and
Exchange Commission,  becomes effective. This prospectus is not an offer to sell
these  securities and it is not  soliciting an offer to buy these  securities in
any state where the offer or sale is not permitted.


                 The date of this Prospectus is May 1, 2008.

                                        2




TABLE OF CONTENTS

=========================================================================================== ==============
                                                                                         
Item in Form SB-2 Prospectus Caption                                                           Page No.
------------------------------------------------------------------------------------------- --------------
Front of Registration Statement and Outside Front Cover Page of Prospectus
------------------------------------------------------------------------------------------- --------------
Prospectus Cover Page                                                                            1
------------------------------------------------------------------------------------------- --------------
Prospectus Summary and Risk Factors                                                              4
------------------------------------------------------------------------------------------- --------------
Use of Proceeds                                                                                  13
------------------------------------------------------------------------------------------- --------------
Determination of Offering Price                                                                  15
------------------------------------------------------------------------------------------- --------------
Dilution                                                                                         15
------------------------------------------------------------------------------------------- --------------
Selling Security Holders                                                                         17
------------------------------------------------------------------------------------------- --------------
Plan of Distribution                                                                             20
------------------------------------------------------------------------------------------- --------------
Legal Proceedings                                                                                21
------------------------------------------------------------------------------------------- --------------
Directors, Executive Officers, Promoters and Control Persons                                     21
------------------------------------------------------------------------------------------- --------------
Security Ownership of Certain Beneficial Owners and Management                                   23
------------------------------------------------------------------------------------------- --------------
Description of Securities                                                                        24
------------------------------------------------------------------------------------------- --------------
Interest of Named Experts and Counsel                                                            25
------------------------------------------------------------------------------------------- --------------
Disclosure of Commission Position on Indemnification for Securities Act Liabilities              25
------------------------------------------------------------------------------------------- --------------
Organization within Last Five Years                                                              26
------------------------------------------------------------------------------------------- --------------
Description of Business                                                                          26
------------------------------------------------------------------------------------------- --------------
Plan of Operation                                                                                34
------------------------------------------------------------------------------------------- --------------
Description of Property                                                                          36
------------------------------------------------------------------------------------------- --------------
Certain Relationships and Related Transactions                                                   37
------------------------------------------------------------------------------------------- --------------
Market for Common Equity and Related Stockholder Matters                                         37
------------------------------------------------------------------------------------------- --------------
Executive and Directors Compensation                                                             39
------------------------------------------------------------------------------------------- --------------
Financial Statements                                                                             40
------------------------------------------------------------------------------------------- --------------
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure             41
------------------------------------------------------------------------------------------- --------------


Securities offered through this prospectus will not be sold through dealers, but
will be sold on a direct participation basis only.

                                       3



PROSPECTUS SUMMARY AND RISK FACTORS

OUR COMPANY

Tombstone  Cards,  Inc.  ("We," "Us," "Our") was organized under the laws of the
State of Colorado on April 29, 2005,  because our management  decided to attempt
to build a business to sell customized,  professional-quality  playing cards via
the Internet.


We have begun initial minimal  operations and have recognized  minimal  revenues
from such operations.  We have four (4) employees at the present time, three are
our executive  officers,  and one is a non-executive  employee,  as described on
page 22.  Through  the  period  ended  June 30,  2006,  the  executive  officers
contributed  their services and only recently began to be compensated  for their
services.

Prior to December 31, 2007, we were a  developmental  stage company.  During the
year ended December 31, 2007, we began  operations and recognized  revenues from
sales.


Our  Auditors  have issued a going  concern  opinion  and the reasons  noted for
issuing the opinion are our lack of revenues and modest capital.

Factors that make this offering highly speculative or risky are:


     o    There is a limited market for our securities;
     o    We have recognized minimal revenues;
     o    We are start up company;
     o    We have minimal experience in the printing business;
     o    We may be undercapitalized.

Our  executive  offices are located at 2400 Central  Avenue,  Suite G,  Boulder,
Colorado 80301; the telephone number is (303) 684-6644; and the facsimile number
is (303) 684-0673.



SUMMARY OF FINANCIAL INFORMATION



  --------------------------------------------------------- ----------------------------------------------------
                                                                                        As at December 31, 2007
  --------------------------------------------------------- ----------------------------------------------------
  --------------------------------------------------------- ----------------------------------------------------
                                                                                                    
  Total Assets                                                                                         $376,719
  --------------------------------------------------------- ----------------------------------------------------
  Total Liabilities                                                                                      $7,794
  --------------------------------------------------------- ----------------------------------------------------
  Shareholders' Equity                                                                                 $368,925

  --------------------------------------------------------- ----------------------------------------------------
                                                                       From April 29, 2005 to December 31, 2007
  --------------------------------------------------------- ----------------------------------------------------
  --------------------------------------------------------- ----------------------------------------------------
  Revenues                                                                                              $43,759
  --------------------------------------------------------- ----------------------------------------------------
  Net Loss for the year ended December 31, 2007                                                      ($342,425)
  --------------------------------------------------------- ----------------------------------------------------
  Net Loss from April 29, 2005 through December 31, 2007                                             ($529,410)
  --------------------------------------------------------- ----------------------------------------------------

As of December 31, 2007,  accumulated deficit for our business was $529,410.  We
anticipate  that we will  operate in a deficit  position and continue to sustain
net losses for the foreseeable future.




                                       4


THE OFFERING

We are  registering  all  securities  listed  for  sale  on  behalf  of  selling
shareholders:

(a)  1,500,000 Shares of Common Stock of Selling Shareholders,
(b)  1,730,000 Units  consisting of one common share and one "A" Warrant and one
     "B" Warrant,
(c)  1,730,000 outstanding shares comprising part of the Units being Registered,
(d)  1,730,000 "A" Warrants,
(e)  1,730,000 "B" Warrants,
(f)  1,730,000 common Shares underlying "A" Warrants at $2.00 per Share,
(g)  1,730,000 common Shares underlying "B" Warrants at $5.00 per Share,
(h)  600,000 common Shares underlying Consultant Warrants at $0.55 per Share,
(i)  60,000  Units   underlying   Placement  Agent  Warrants  for  Units  (Units
     consisting  of 60,000  shares  and  60,000  "A"  Warrants  and  60,000  "B"
     Warrants),
(j)  60,000  common  Shares  underlying   Placement  Agent  Warrants  for  Units
     (consisting of Shares and "A" and "B" Warrants) at $0.55 per Share,
(k)  60,000 "A" Warrants underlying Placement Agent Warrants for Units,
(l)  60,000 "B" Warrants underlying Placement Agent Warrants for Units,
(m)  60,000 Shares underlying "A" Warrants to Placement Agent,
(n)  60,000 Shares underlying "B" Warrants to Placement Agent, and
(o)  150,000 Shares  underlying  Employee/Consultant  Options at $0.55 per Share
     (the  "Offering")  of  our  Company,  Tombstone  Cards,  Inc.,  a  Colorado
     corporation ("Tombstone").

A total of $4,028,500 may be raised by us if all "A" Warrants,  Placement  Agent
Warrants,  Employee Options and Consultant  Warrants and Options described above
are  exercised.  If all of the "B" Warrants are exercised  including  60,000 "B"
Warrants underlying Placement Agent Units, we would raise $8,950,000 in addition
to other funds raised on any prior purchases or Warrant  exercises.  We will NOT
receive  any  proceeds  from  sales of  Shares,  Units or  Warrants  by  Selling
Shareholders. If all of the Warrants and Options are exercised we could raise as
much as $12,978,500. Furthermore, given that we have no operating history and no
revenues,  it is highly unlikely that our Warrants will be exercised at $2.00 or
$5.00 in the foreseeable future.


Our Unit (the  "Units")  consists of one share of our no par value  common stock
(the "Common Stock"),  and two common stock purchase  Warrants (the "Warrants"),
an "A"  Warrant  and a "B"  Warrant.  Each "A"  Warrant  entitles  the holder to
purchase  one  share of  Common  Stock at $2.00  during  the  three-year  period
commencing  August 31, 2006 and each "B" Warrant entitles the holder to purchase
one share at $5.00 during the three year period  commencing  August 31, 2006. We
have the right to call and redeem the Warrants upon 30 days written  notice,  at
$0.001  per  Warrant.   Our  Common  Stock  and  Warrants   will  be  separately
transferable  immediately  after  the  closing  of this  offering.  There are no
transfer  limitations on the Units being registered.  We have undertaken to keep
the registration  statement,  of which this Prospectus is a part, current during
the term of the Warrants. (See "Description of Securities")




           ====================================================================== ======================
                                                                                           
           Common Shares Outstanding Before This Offering                                     3,230,000
           ---------------------------------------------------------------------- ----------------------
           Maximum Common  Shares Being Offered by Selling Shareholders                       3,230,000
           ---------------------------------------------------------------------- ----------------------
           Maximum Units offered by Selling Shareholders (2)                                  1,790,000
           ---------------------------------------------------------------------- ----------------------
           Maximum Shares Underlying "A" Warrants Being Offered (3)                           1,790,000
           ---------------------------------------------------------------------- ----------------------
           Maximum Shares Underlying "B" Warrants Being Offered (4)                           1,790,000
           ---------------------------------------------------------------------- ----------------------
           Maximum Shares Underlying Placement Agent Warrants for Units                          60,000
           ---------------------------------------------------------------------- ----------------------
           Maximum Shares Underlying Consultant Warrants                                        600,000
           ---------------------------------------------------------------------- ----------------------
           Maximum Shares Underlying Employee Options                                           150,000
           ---------------------------------------------------------------------- ----------------------
           Maximum Common Shares Outstanding After This Offering (1)                          7,620,000
           ---------------------------------------------------------------------- ----------------------
           Maximum  Shares  Outstanding  if "A" Warrants  are  Exercised in this              5,830,000
           Offering
           ---------------------------------------------------------------------- ----------------------
           Maximum  Shares  Outstanding  if "B" Warrants  are  Exercised in this              7,620,000
           Offering
           ====================================================================== ======================


(1)  Assuming exercise of all 810,000 Share purchase Warrants/Options consisting
     of 150,000  Employee  Options,  60,000 Placement Agent Warrants and 600,000
     Consultant Warrants.
(2)  Includes Placement Agent Units (60,000)
(3)  Includes Placement Agent "A" Warrants (60,000)
(4)  Includes Placement Agent "B" Warrants (60,000)

                                       5



We are  authorized  to issue  100,000,000  Shares of Common  Stock.  Our current
Shareholders,  officers  and  directors  collectively  own  3,230,000  Shares of
restricted  Common Stock.  These Shares were issued at a price of $.01 per Share
for 1,500,000 Shares and $0.50 per Share for 1,730,000 Shares.


Our Common Stock is presently traded on the  over-the-counter  market on the OTC
Bulletin  Board  maintained  by  the  Financial  Industry  Regulatory  Authority
("FINRA").  In October 2007,  we began trading on the over the counter  bulletin
board  under the  symbol  "TMCI."  During the  period of  October  2007  through
December 31, 2007, our shares have not traded.

In addition to our common stock,  in October 2007, we began trading our Units on
the OTC Bulletin Board. A Unit consists of 1 share of our common stock, 1 of our
"A" Warrants and 1 of our "B" Warrants.  The Units trade on the over the counter
bulletin  board  under the symbol  "TMCIU".  During  the period of October  2007
through December 31, 2007, our units have not traded.


OUR COMPANY RISK FACTORS

Our  securities,  as  offered  hereby,  are  highly  speculative  and  should be
purchased only by persons who can afford to lose their entire  investment in us.
Each prospective  investor should carefully consider the following risk factors,
as well as all other information set forth elsewhere in this prospectus,  before
purchasing any of the Shares of our Common Stock.

OUR BUSINESS IS A DEVELOPMENT STAGE COMPANY AND UNPROVEN AND THEREFORE RISKY.

We have only very recently been  organized to perform the  operations  described
above.  Potential  investors  should be made aware of the risk and  difficulties
encountered by a new enterprise in the card business,  especially in view of the
intense competition from existing businesses in the industry.

A DECLINE IN POKER POPULARITY OR ACTIVITY MAY ADVERSELY AFFECT OUR BUSINESS.

If Poker declines in popularity or activity,  there is significant risk that the
demand for playing cards, our sole proposed product, will be negatively impacted
resulting in lack of sales  revenues,  if any are ever  developed.  This decline
could  result  from  adverse  economic   conditions,   which  negatively  affect
disposable income,  changes in gaming habits, and enforcement activities related
to illegal gambling.

OUR WEAKNESSES MAY AFFECT OUR ABILITY TO SELL, COMPETE AND GENERATE REVENUES.

o    Because of our  position as a startup,  we are not a  household  name among
     prospective customers,  and the cost to raise us to "top-of-mind" awareness
     will be higher than for an established company.

o    Documented processes and procedures,  along with the integrated  technology
     deployment,  are still in the development  stage and an unforeseen delay or
     loss of key personnel could cause delays in our continued operations.


Any of these could cause our revenue model to be unprofitable  and cause failure
of our business.

WE HAVE IDENTIFIED POTENTIAL THREATS TO OUR BUSINESS MODEL.

o    The  fast-growing  interest in poker could be a fad that burns out quickly,
     leaving a smaller core than expected.
o    A significant  downturn in the American  economy would reduce the amount of
     disposable income available to our target audience.
o    Other  competitors  could move quickly to match our performance by offering
     similar  products  and design  amenities,  forcing  us to invest  more than
     expected in product development.
o    Too much success too quickly could  overwhelm our systems,  creating  order
     and fulfillment  problems including the increased  possibility of poor work
     slipping through to the  marketplace,  resulting in high levels of customer
     dissatisfaction.

Any of these could cause our revenue model to be unprofitable  and cause failure
of our business.

WE MAY HAVE A SHORTAGE OF WORKING  CAPITAL IN THE FUTURE WHICH COULD  JEOPARDIZE
OUR ABILITY TO CARRY OUT OUR BUSINESS PLAN.

Our capital needs consist  primarily of rent,  insurance,  utilities,  marketing
expenses,  wages,  taxes,  etc. and could exceed  $1,000,000  in the next twelve
months. Such funds are not currently committed,  and we have cash as of the date
of this Registration Statement of approximately $233,000.

                                       6


Given that we have a short operating history and minimal revenues,  it is highly
unlikely  that  the  Warrants  will be  exercised  at  $2.00  and  $5.00  in the
foreseeable  future,  which  makes it highly  unlikely  that we will  raise that
additional working capital from this Registration.


OUR  OFFICERS AND  DIRECTORS  MAY HAVE  CONFLICTS  OF INTEREST  WHICH MAY NOT BE
RESOLVED FAVORABLY TO US.

Certain  conflicts  of  interest  may  exist  between  us and our  officers  and
directors.  Our Officers and Directors  have other  business  interests to which
they devote  their  attention  and may be expected to continue to do so although
management  time should be devoted to our  business.  As a result,  conflicts of
interest may arise that can be resolved  only through  exercise of such judgment
as is  consistent  with  fiduciary  duties  to  us.  See  "Directors,  Executive
Officers, Promoters and Control Persons" (page 21), and "Conflicts of Interest".
(page 22)


WE WILL NEED ADDITIONAL FINANCING FOR WHICH WE HAVE NO COMMITMENTS, AND THIS MAY
JEOPARDIZE EXECUTION OF OUR BUSINESS PLAN.

We have  limited  funds,  and such funds may not be  adequate  to  carryout  the
business plan. Our ultimate success depends upon our ability to raise additional
capital. We have not investigated the availability,  source, or terms that might
govern  the  acquisition  of  additional  capital  and  will  not do so until it
determines a need for additional  financing.  If we need additional  capital, we
have no assurance that funds will be available from any source or, if available,
that they can be  obtained  on terms  acceptable  to us. If not  available,  our
operations  will be  limited  to those  that  can be  financed  with our  modest
capital.

OUR WARRANTHOLDERS AND OPTIONHOLDERS MAY NOT EXERCISE THEIR PURCHASE RIGHTS.

It is very unlikely that any security  holder would exercise either our Warrants
or the Options.

WE HAVE NOT SET UP AN ESCROW TO RECEIVE PROCEEDS OF WARRANT OR OPTION EXERCISE.

We do not have any  escrow  provisions,  and we do not  have  any  intention  of
returning  any sale  proceeds to investors  if the maximum  amount is not raised
from sale of any of our shares.

WE HAVE A MINIMAL OPERATING HISTORY,  SO INVESTORS HAVE NO WAY TO GAUGE OUR LONG
TERM PERFORMANCE.

We were  formed  on April  29,  2005  based  on a  concept  to sell  customized,
professional-quality  playing  cards  via  the  Internet.  As  evidenced  by the
financial  reports we have had minimal revenue.  It must be regarded as a new or
development venture with all of the unforeseen costs,  expenses,  problems,  and
difficulties to which such ventures are subject.  The venture must be considered
highly speculative.


WE CAN MAKE NO ASSURANCE OF SUCCESS OR PROFITABILITY IN THE FUTURE.

There  is no  assurance  that we  will  ever  operate  profitably.  There  is no
assurance that we will generate  revenues or profits in the future,  or that the
market price of our Common Stock will be increased thereby.

WE WILL  DEPEND  UPON  MANAGEMENT  BUT WE WILL  HAVE  LIMITED  PARTICIPATION  OF
MANAGEMENT.

We  currently  have  three  individuals  who are  serving  as our  officers  and
directors for up to 50 hours per week each on a part-time  basis.  Our directors
are also acting as our officers. We will be heavily dependent upon their skills,
talents,  and abilities,  as well as several consultants to us, to implement our
business  plan,  and may,  from  time to time,  find that the  inability  of the
officers,  directors and consultants to devote their full-time  attention to our
business  results in a delay in progress toward  implementing our business plan.
See  "Management."  Because  investors  will not be able to manage our business,
they should  critically  assess the  information  concerning  our  officers  and
directors.


OUR  OFFICERS  AND  DIRECTORS  ARE NOT  EMPLOYED  FULL-TIME BY US WHICH COULD BE
DETRIMENTAL TO THE BUSINESS.

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
including time and efforts  involved in  participation  with such other business
entities.  Each  officer  and  director  of our  business is engaged in business

                                       7


activities  outside  of our  business,  and the  amount of time  they  devote as
Officers and  Directors to our  business  will be up to 50 hours per week.  (See
"Executive Team")


We do not know of any reason other than outside  business  interests  that would
prevent  them from  devoting  full-time  to our  Company,  when the business may
demand such full-time.

OUR  OFFICERS  AND  DIRECTORS  MAY HAVE  CONFLICTS  OF  INTERESTS  TO  CORPORATE
OPPORTUNITIES WHICH OUR COMPANY MAY NOT BE ABLE OR ALLOWED TO PARTICIPATE IN.

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities which the person leans about through his involvement as an officer
and  director  of another  company.  We have no  intention  of  merging  with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person. (See "Conflicts of Interest" at page
22)


WE HAVE AGREED TO  INDEMNIFICATION  OF OFFICERS AND  DIRECTORS AS IS PROVIDED BY
COLORADO STATUTE.

Colorado  Revised  Statutes  provide for the  indemnification  of our directors,
officers, employees, and agents, under certain circumstances, against attorney's
fees and other expenses  incurred by them in any litigation to which they become
a party arising from their  association  with or activities our behalf.  We will
also bear the expenses of such  litigation for any of our  directors,  officers,
employees,  or agents, upon such person's promise to repay us therefore if it is
ultimately  determined  that any such  person  shall not have been  entitled  to
indemnification.   This  indemnification  policy  could  result  in  substantial
expenditures by us that we will be unable to recoup.

OUR DIRECTOR'S LIABILITY TO US AND SHAREHOLDERS IS LIMITED

Colorado Revised  Statutes  exclude personal  liability of our directors and our
stockholders for monetary damages for breach of fiduciary duty except in certain
specified circumstances.  Accordingly, we will have a much more limited right of
action against our directors that  otherwise  would be the case.  This provision
does not affect the liability of any director under federal or applicable  state
securities laws.

WE MAY DEPEND UPON OUTSIDE  ADVISORS,  WHO MAY NOT BE  AVAILABLE  ON  REASONABLE
TERMS AND AS NEEDED.

To supplement the business  experience of our officers and directors,  we may be
required to employ accountants,  technical experts,  appraisers,  attorneys,  or
other  consultants  or advisors.  Our Board without any input from  stockholders
will make the selection of any such  advisors.  Furthermore,  it is  anticipated
that such  persons may be engaged on an "as needed"  basis  without a continuing
fiduciary  or other  obligation  to us. In the event we consider it necessary to
hire outside advisors, we may elect to hire persons who are affiliates,  if they
are able to provide the required services.

WE HAVE  SUBSTANTIAL  COMPETITORS WHO HAVE AN ADVANTAGE OVER US IN RESOURCES AND
MARKETING.

We will be in  competition  with other  products  developed and marketed by much
larger corporations, which are better capitalized and have far greater marketing
capabilities than us. We expect to be at a disadvantage when competing with many
firms that have  substantially  greater  financial and management  resources and
capabilities than we do now.

RISK FACTORS RELATED TO OUR STOCK

THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY  DISCOURAGE THE  TRADABILITY
OF OUR SECURITIES.

We are a "penny stock" company.  Our securities  currently trade on the Over-the
Counter Bulletin Board under the symbol "TMCI".  Our Units trade on the Over-the
Counter  Bulletin Board under symbol  "TMCIU".  There is a limited public market
for our Common Stock and Units.  Our Securities  will be subject to a Securities
and Exchange  Commission rule that imposes  special sales practice  requirements
upon  broker-dealers  who sell such securities to persons other than established
customers  or  accredited  investors.  For  purposes  of the  rule,  the  phrase
"accredited  investors"  means,  in general terms,  institutions  with assets in
excess of $5,000,000,  or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds  $200,000 (or that, when combined with a
spouse's income,  exceeds $300,000).  For transactions  covered by the rule, the
broker-dealer  must make a special  suitability  determination for the purchaser

                                       8


and receive the purchaser's  written  agreement to the transaction  prior to the
sale.  Effectively,  this  discourages  broker-dealers  from executing trades in
penny  stocks.  Consequently,  the rule will affect the ability of purchasers in
this  offering  to sell  their  securities  in any  market  that  might  develop
therefore  because  it imposes  additional  regulatory  burdens  on penny  stock
transactions.


In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules will further affect the ability of owners of Shares to sell our securities
in any  market  that  might  develop  for them  because  it  imposes  additional
regulatory burdens on penny stock transactions.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

WE WILL PAY NO FORESEEABLE DIVIDENDS IN THE FUTURE.

We have not paid dividends on our Common Stock and do not ever anticipate paying
such dividends in the foreseeable future.

LOSS OF  CONTROL  BY OUR  PRESENT  MANAGEMENT  AND  STOCKHOLDERS  MAY OCCUR UPON
ISSUANCE OF ADDITIONAL SHARES.

We may issue further Shares as consideration  for the cash or assets or services
out of our  authorized  but  unissued  Common Stock that would,  upon  issuance,
represent  a majority  of our  voting  power and  equity.  The result of such an
issuance would be those new  stockholders  and management  would control us, and
persons  unknown could replace our  management at this time.  Such an occurrence
would result in a greatly  reduced  percentage of ownership of us by our current
Shareholders.

A LIMITED  PUBLIC MARKET EXISTS FOR OUR COMMON STOCK,  UNITS OR WARRANTS AT THIS
TIME.

Our Common Stock trades on the Over-the  Counter Bulletin Board under the symbol
"TMCI".  Our Units trade on the  Over-the  Counter  Bulletin  Board under symbol
"TMCIU". There is a limited public market for our Common Stock and Units, and no
assurance  can be given  that this  market  will  continue  to develop or that a
Shareholder ever will be able to liquidate their investment without considerable
delay,  if at all. If the market  continues to develop,  the price may be highly
volatile. Factors such as those discussed in the "Risk Factors" section may have
a significant impact upon the market price of the securities offered hereby. Due
to the low price of our  securities,  many brokerage firms may not be willing to
effect  transactions  in our  securities.  Even if a  purchaser  finds a  broker
willing to effect a transaction in our securities,  the combination of brokerage
commissions,  state  transfer  taxes,  if any, and any other  selling  costs may
exceed the selling price. Further, many lending institutions will not permit the
use of such securities as collateral for any loans.


RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

All of the  outstanding  Shares of Common  Stock held by our  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
Shares,  these Shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws. We are registering all of our outstanding  Shares so officers,
directors   and   affiliates   will  be  able  to  sell  their  Shares  if  this
Post-Effective  Amendment to the Registration Statement becomes effective.  Rule
144 provides in essence that a person who has held restricted securities for six
months may,  under certain  conditions,  sell every three  months,  in brokerage
transactions,  a number of Shares  that does not exceed the greater of 1.0% of a
company's  outstanding  Common Stock or the average weekly trading volume during
the four  calendar  weeks prior to the sale.  A sale under Rule 144 or under any
other  exemption  from  the  Act,  if  available,   or  pursuant  to  subsequent

                                       9


registration  of Shares  of Common  Stock of  present  stockholders,  may have a
depressive  effect  upon the price of the Common  Stock in any  market  that may
develop.


FUTURE  DILUTION MAY OCCUR DUE TO ISSUANCES OF SHARES FOR VARIOUS  CONSIDERATION
IN THE FUTURE.

There  may be  substantial  dilution  to our  Shareholders  purchasing  in  this
Offering as a result of future  decisions of the Board to issue  Shares  without
Shareholder  approval  for cash,  services,  acquisitions,  or  pursuant  to our
Employee/Consultant  Stock  Option Plan for which one  million  Shares have been
reserved but are not issued. Award/Earnings/Vesting criteria under the Plan have
not been set,  however  the price  per Share for  exercise  will be no less than
$0.55 per Share. 450,000 Options are currently outstanding under the Plan.

OUR STOCK,  UNITS OR WARRANTS  WILL IN ALL  LIKELIHOOD BE THINLY TRADED AND AS A
RESULT  YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO
LIQUIDATE YOUR SHARES.

The Shares of our Common Stock and Units are  thinly-traded  on the OTC Bulletin
Board,  meaning that the number of persons  interested in purchasing  our common
Shares  at or near ask  prices  at any  given  time may be  relatively  small or
non-existent.  This situation is attributable to a number of factors,  including
the fact  that we are a small  company  which  is  relatively  unknown  to stock
analysts,  stock brokers,  institutional  investors and others in the investment
community that generate or influence  sales volume,  and that even if we came to
the  attention  of such  persons,  they  tend to be  risk-averse  and  would  be
reluctant to follow an unproven, early stage company such as ours or purchase or
recommend  the  purchase of any of our  Securities  until such time as we became
more seasoned and viable. As a consequence, there may be periods of several days
or more when trading activity in our Securities is minimal or  non-existent,  as
compared  to a seasoned  issuer  which has a large and steady  volume of trading
activity that will generally support  continuous sales without an adverse effect
on Securities  price.  We cannot give you any  assurance  that a broader or more
active  public  trading  market for our  common  Securities  will  develop or be
sustained,  or  that  any  trading  levels  will  be  sustained.  Due  to  these
conditions,  we can give  investors no assurance  that they will be able to sell
their  Shares  or  Units at or near ask  prices  or at all if you need  money or
otherwise desire to liquidate their Securities of our Company.


OUR COMMON  STOCK,  UNITS AND  WARRANTS  MAY BE  VOLATILE,  WHICH  SUBSTANTIALLY
INCREASES THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR  SECURITIES AT OR ABOVE
THE PRICE THAT YOU MAY PAY FOR THE SECURITY.

Because of the limited developing trading market for our Common Stock and Units,
and because of the possible price  volatility,  you may not be able to sell your
Units or  Warrants  or Shares  of Common  Stock  when you  desire to do so.  The
inability  to  sell  your   Securities  in  a  rapidly   declining   market  may
substantially increase your risk of loss because of such illiquidity and because
the price for our Securities may suffer  greater  declines  because of our price
volatility.


The price of our  Common  Stock  that will  prevail  in the  market  after  this
offering  may be higher or lower  than the price you may pay.  Certain  factors,
some of which  are  beyond  our  control,  that may  cause  our  Share  price to
fluctuate significantly include, but are not limited to the following:

o    Variations in our quarterly operating results;
o    Loss of a key relationship or failure to complete significant transactions;
o    Additions or departures of key personnel; and
o    Fluctuations in stock market price and volume.

Additionally,   in  recent   years  the  stock   market  in  general,   and  the
over-the-counter  markets in  particular,  have  experienced  extreme  price and
volume  fluctuations.  In  some  cases,  these  fluctuations  are  unrelated  or
disproportionate to the operating  performance of the underlying company.  These
market and industry factors may materially and adversely affect our stock price,
regardless of our operating  performance.  In the past, class action  litigation
often has been brought against companies  following periods of volatility in the
market price of those companies Common Stock. If we become involved in this type
of litigation in the future,  it could result in substantial costs and diversion
of  management  attention  and  resources,  which could have a further  negative
effect on your investment in our stock.

MANY OF OUR SHARES OF COMMON STOCK WILL IN THE FUTURE BE  AVAILABLE  FOR RESALE.
ANY SALES OF OUR COMMON STOCK, IF IN SIGNIFICANT  AMOUNTS, ARE LIKELY TO DEPRESS
THE MARKET PRICE OF OUR SECURITIES.

Assuming  all  of  the  Shares  of  common  stock  we are  offering  under  this
Registration  Statement including Shares underlying Warrants are sold and all of
the Shares of common stock issued and issuable to the selling  security  holders

                                       10


are sold, we would have 7,920,000  Shares that are freely  tradable  without the
requirement of registration  under the Securities Act of 1933. Even our officers
and directors are registering their Shares totaling 1,125,000.

Unrestricted  sales of  3,230,000  Shares of stock by our  selling  stockholders
could have a huge  negative  impact on our Share  price,  and the market for our
Securities including Units, Shares and Warrants.

OUR NEW  INVESTORS  WILL  SUFFER  A  DISPROPORTIONATE  RISK  AND  THERE  WILL BE
IMMEDIATE DILUTION OF PURCHASERS' INVESTMENTS.

Our present  Shareholders have acquired their Securities at a cost significantly
less than that which the investors  purchasing pursuant to Warrants will pay for
their  stock  holdings  or at which  future  purchasers  in the  market may pay.
Therefore,  new investors will bear most of the risk of loss. Further,  assuming
all of the Shares  offered  hereby are sold, of which there can be no assurance,
an investment  in our Common Stock by the purchaser  will result in an immediate
dilution (in excess of 90%) of the net  tangible  book value of the Common Stock
from the offering price which the purchasers will have paid for their Shares.

OUR BUSINESS IS HIGHLY SPECULATIVE AND THE INVESTMENT IS THEREFORE RISKY.

Due to  the  speculative  nature  of  our  business,  it is  possible  that  the
investment  in the Units,  Warrants and Shares  offered  hereby will result in a
total loss to the investor.  Investors  should be able to  financially  bear the
loss of their entire  investment.  Investment should,  therefore,  be limited to
that portion of discretionary funds not needed for normal living purposes or for
reserves for disability and retirement.

OUR PUBLIC INVESTORS MAY BEAR MOST OF THE BURDEN IF THE WARRANTS ARE EXERCISED.

The financial  risk of our proposed  activities  will be borne  primarily by the
public  investors,  who, upon purchase of the Warrant  Shares in this  offering,
will have contributed the largest portion of our capital.

OUR  PRESENT  AND  FUTURE  SHAREHOLDERS  WILL  SUFFER  DILUTION  BY SALE OF THIS
OFFERING AND BY NEW ISSUANCES IN THE FUTURE WHICH MAY OCCUR.

Upon the sales of Shares,  there may be  substantial  dilution  to our  Security
holders.  The exercise price of our Warrants  $0.55,  $0.60,  $2.00 and $5.00 is
substantially  higher  than the pro forma  current net  tangible  book value per
Share of our outstanding  Common Stock. The net tangible book value attributable
to our Shares as of December 31, 2007 was $0.114 per Share.  Net  tangible  book
value  per  Share of  Common  Stock is  determined  by  dividing  the  number of
outstanding Shares of Common Stock into the net tangible book value attributable
to our  Common  Stock,  which  is our  total  tangible  assets  less  our  total
liabilities.  After  giving  effect  to  possible  sale  of all  of  our  Shares
registered  herein,  and after  deducting  the offering  expenses  payable,  the
adjusted net tangible book value attributable to our Common Stock will increase.
This  represents  an immediate  increase in net tangible book value per Share to
the holders of our existing Common Stock and an immediate  dilution per Share to
Shareholders purchasing Shares of stock at the exercise price of $0.55 per share
for certain  Options or $0.60 per Unit for certain  Warrants and an even greater
dilution for Warrant holders who might purchase @ $2.00 or $5.00 per Share.  See
"Dilution" hereinafter on page 15.



------------------------------------------ ----------------------------------- ----------------------------------

                                               Book Value per Share post                   Dilution
                                                        offering*
------------------------------------------ ----------------------------------- ----------------------------------
                                                                                        
Exercise of "Employee" Options  @                        $.268                                51%
$0.55/Share (1)
------------------------------------------ ----------------------------------- ----------------------------------
Exercise of "Placement Agent" Warrants                   $.268                                51%
for Units @ $0.60/Unit
------------------------------------------ ----------------------------------- ----------------------------------
Exercise of "A" Warrants @ $2.00/Share                   $.800                                60%
------------------------------------------ ----------------------------------- ----------------------------------
Exercise of "B" Warrants @ $5.00/Share                   $1.787                               64%
------------------------------------------ ----------------------------------- ----------------------------------


*    Assumes 100% exercise and cumulative aggregation of proceeds.

(1)  Includes 600,000 Warrants owned by consultants and 150,000 Options owned by
     employees.


                                       11



POSSIBLE  DEPRESSIVE EFFECT OF FUTURE SALES OF SHARES ISSUED PURSUANT TO WARRANT
EXERCISE.

The Shares  and  Warrants  included  in the Units are being  registered  in this
Offering. These Warrants cannot be exercised and the underlying shares of Common
Stock  issued  unless  a  current  registration  statement  is in  effect.  (See
"Description of Securities - Selling  Warrantholders").  In the event all of the
"A" and "B" Warrants are eventually  exercised,  the resulting  3,580,000 shares
would be free trading and could be sold into the  secondary  market.  Such sales
would most likely have a  depressive  effect on the price of the Common Stock in
any over-the-counter  market that may develop,  since the large supply of shares
available in the market would most likely  reduce the price  purchasers  need to
pay for the stock. The exercise of the Warrants would also reduce the percentage
of our Common Stock owned by the investors in this offering.

ARBITRARY OFFERING PRICE.

The offering price of the Units and the exercise price of the Warrants have been
determined  arbitrarily by us with no established criteria of value. There is no
direct  relationship  between these prices and our assets,  book value,  lack of
earnings, shareholder's equity, or any other recognized standard of value of our
business.

FUTURE DILUTION.

The Units offered  hereby contain  Warrants to purchase  shares of Common Stock.
Upon  exercise  of any of the  Warrants,  holder of  Common  Stock  will  suffer
dilution of their  interest in us unless they in turn  exercise  Warrants  which
they hold, if any. In addition, Warrants will be exercisable.  (See "Description
of Securities").

NO ASSURANCE OF PUBLIC MARKET FOR ANY OUR SECURITIES.

There is presently a limited  market for any of our  securities and there can be
no  assurance a larger  market will develop or that  purchasers  will be able to
resell their  Units,  Common  Stock or Warrants a the public  offering  price or
without  delay.  No one is  obligated  to create or make a market in the  Units,
Common Stock or Warrants upon  completion of this offering.  Should a market for
our  Securities  develop there is no assurance that such a market will continue.
In addition,  due to the low price of these  Securities many brokerage firms may
not effect transactions in the Units, Common Stock or Warrants and banks may not
accept them as collateral for loans.


SALE OF WARRANTS.

There is no  commitment  by  anyone to  purchase  or to sell our  Warrants.  The
holders of the Warrants intend to sell such Warrants. When and if the holders of
such Warrants,  elect to sell the Warrants or, after the  underlying  shares are
registered,  to exercise  the  Warrants,  the sale of the  Underlying  Shares in
market  transactions could be expected to have a depressive effect on the market
for any of our Securities and therefore likely would have a disruptive effect on
any orderly market, if any develops, for our Securities.

Such disruption, were it to occur, would harm our then existing shareholders and
Warrantholders  since it would  predictably  result in a decline  in the  market
value  of all  outstanding  Securities.  Further,  sales  of  Securities  by our
insiders is often  perceived in a negative light by prospective  purchasers of a
company's  securities  since it connotes a lack of  confidence  in the company's
prospects and a desire of insiders to personally profit.

INVESTORS MAY BE UNABLE TO EXERCISE WARRANTS.

For the life of the Warrants, we will attempt to maintain a current registration
statement on file with the  Securities and Exchange  Commission  relating to the
Shares of Common Stock issuable upon exercise of the Warrants.  If we are unable
to maintain a current registration statement on file, the Warrantholders will be
unable to exercise the Warrants and the Warrants may become valueless.  Although
the Units offered hereby will not knowingly be sold in any jurisdiction in which
they are not  registered  or otherwise  qualified,  purchasers  of the Units may
relocate into a jurisdiction in which the securities underlying the Warrants are
not so registered or qualified.  In addition,  purchasers of the Warrants in the
open market may reside in a jurisdiction in which the Securities  underlying the
Warrants are not the qualification of the Securities underlying the Warrants for
sale in all of the states in which the Warrantholders reside, the Warrantholders
in those  states may have no choice but to either sell their  Warrants or permit
them to expire.  We intend to maintain our registration  statement in the states
where the securities were initially  qualified for sale.  Prospective  investors
and other  interested  persons who wish to know  whether or not our Common Stock
may be issued upon the  exercise of Warrants by  Warrantholders  in a particular
state should  consult the securities  commission of the state in question.  (See
"Description of Securities")

                                       12


MULTIPLE TYPES OF SECURITIES TRADING MAY CAUSE CONFUSION TO INVESTORS.

We will have four  increments  of  Securities  trading  under this  Registration
Statement  which may cause  confusion  to  investors  resulting  in  volatile or
inconsistent  prices in the market,  if any  develops,  for each of the types of
Securities. The increments are Units, Shares, "A" Warrants and "B" Warrants.

USE OF PROCEEDS

In the event  purchasers in this offering  elect to exercise any of the Warrants
at the  exercise  prices  set  forth in this  Prospectus,  we will  realize  net
proceeds.  The proceeds from the exercise of Warrants will be contributed to our
working capital and used to build our business.  (See "Proposed  Business - Plan
of Operation")

If Warrants are exercised we will receive proceeds upon exercise,  from exercise
price of the  securities  underlying  Warrants  $36,000  from the sale of 60,000
Units underlying  Placement Agent Warrants at $0.60 per Unit,  $82,500 from sale
of Shares underlying  Options @ $0.55 per Share to Employee,  $330,000 from sale
of Shares to a  Consultant  underlying  Warrants at $0.55 per Share,  $3,580,000
from the sale of 1,790,000  Shares  underlying  "A" Warrants at $2.00 per Share,
and  $8,950,000  from the sale of 1,790,000  Shares  underlying  "B" Warrants at
$5.00 per Share.  We have no intention of returning  any stock sale  proceeds to
investors if the maximum  amount is not raised,  and we will use the proceeds as
soon as we receive them.

Although  we reserve the right to  reallocate  the funds  according  to changing
events,  we believe the net proceeds from this Offering and projected  cash flow
from operations will be sufficient to fund our initial capital  requirements for
a period of twelve  months.  The  foregoing  assumes the Offering  will be fully
subscribed,  but there can be no assurance we will not require  additional funds
for operations.  The  availability and terms of any future financing will depend
on market and other  conditions  out of our control.  The amount of proceeds and
uses are  based  upon  our  projections,  which  may also  change  according  to
unforeseen future events and market changes.

                                     TABLE I

                      ----------------------------- --------------------------
                           "A" WARRANTS PROCEEDS        "B" WARRANTS PROCEEDS
                         (INCLUDING PLACEMENT AGENT
                         WARRANTS FOR UNITS AND "A"
                            WARRANTS, CONSULTANT
                           WARRANTS AND EMPLOYEE
                            CONSULTANT OPTIONS)

                      ----------------------------- --------------------------
                      ----------------------------- --------------------------
Salaries                                $1,309,059                 $2,600,000
Equipment                                 $168,750                   $458,000
Marketing                                 $646,875                 $2,417,000
General and Administrative             $812,242.50                 $1,690,000
Working Capital                        $965,218.75                 $1,550,000
Website Development                    $126,354.75                   $235,000
                      ----------------------------- --------------------------
TOTAL                                   $4,028,500                 $8,950,000
                      ============================= ==========================

We anticipate  using the funds raised by this Offering to pay listed  categories
as shown in Tables below.  Although we have identified specific applications for
the funds anticipated to be generated by this Offering and we will apply the net
proceeds  of this  Offering to general  corporate  funds.  Management  will have
complete  discretionary  control over the actual  utilization  of said funds and
there can be no  assurance  as to the manner or time in which said funds will be
utilized.  We have set budget  categories  as shown in the Tables II and III and
will prioritize as shown in such tables by the categories  under each respective
percentage.  If less than all Securities  offered by us are sold, we will reduce
the  allocation of funds raised to the categories as shown in Tables II and III,
but without setting any priority of usage at this time.

We make no assurance that we will raise the full $12,978,500 as anticipated. The
following Tables II and III show the break down of how management intends to use
the proceeds if only 25 percent, 50 percent, or 75 percent of the total offering
amount of the "A" Warrant  Shares  (Table I) and "B" Warrant  Shares (Table II),
respectively, is raised:


                                       13



                                                TABLE II

                        BUDGET ASSUMING "A" AND "OTHER" WARRANT AND OPTION EXERCISE

======================= ======================== ==================== ==================== =======================
 EXPENDITURE ITEM                 25%                    50%                  75%                   100%
----------------------- ------------------------ -------------------- -------------------- -----------------------
----------------------- ------------------------ -------------------- -------------------- -----------------------
                                                                                           
Salaries                               $291,059             $581,804             $872,706              $1,309,059
Equipment                               $35,000              $90,000             $135,000                $168,750
Marketing                              $157,343             $345,000             $529,500                $662,875
General & Administrative               $220,598             $441,196             $649,794             $812,242.50
Working Capital                        $253,125             $506,250             $759,375             $949,218.75
Website Development                     $50,000              $50,000              $75,000             $126,354.75
----------------------- ------------------------ -------------------- -------------------- -----------------------
TOTAL                                $1,007,125           $2,014,250           $3,021,375              $4,028,500
======================= ======================== ==================== ==================== =======================




                                                  TABLE III

                             BUDGET ASSUMING "B" WARRANT EXERCISE AT $5.00 PER SHARE
                        AND THAT PROCEEDS OF "A" WARRANTS EXERCISED HAVE BEEN USED AS
                                            SHOWN IN TABLE II ABOVE.

==================================================== ============= =============== ============= =================
 EXPENDITURE ITEM                                        25%            50%            75%             100%
---------------------------------------------------- ------------- --------------- ------------- -----------------
                                                                                           
Salaries                                                 $737,500      $1,475,000    $2,212,500        $2,950,000
Equipment                                                $250,000        $500,000      $750,000        $1,000,000
Marketing                                                $750,000      $1,500,000    $2,250,000        $3,000,000
General & Administrative                                 $225,000        $450,000      $675,000          $900,000
Working Capital                                          $250,000        $500,000      $750,000        $1,000,000
Website Maintenance                                       $25,000         $50,000       $75,000          $100,000
---------------------------------------------------- ------------- --------------- ------------- -----------------
TOTAL                                                  $2,237,500      $4,475,000    $6,712,500        $8,950,000
==================================================== ============= =============== ============= =================


IF ONLY 25% OF THE MAXIMUM SHARES  UNDERLYING "A" AND "OTHER" WARRANTS ARE SOLD,
we will  continue with  development  plan We will continue to fund for marketing
and  promotions  that  will be  restricted  to  public  relations,  spot buys in
magazines  and  selected  web  sites,   and   promotions   designed  to  produce
"word-of-mouth"  referrals.  The goal of this limited  marketing mix is to drive
traffic to the web site in order to generate  sales.  We will continue to pursue
the  development,  marketing  and  licensing  of  our  proprietary  OIEPrint(TM)
software,  a web to print template driven  application.  We will fund our day to
day  operations.  Office space will be leased and furniture will be purchased or
leased in the substantial resale or "second-hand"  market.  Management will take
responsibility for monthly  bookkeeping and quarterly in-house interim financial
statements  for  the  accountant's  review.  We  anticipate  that  approximately
$1,000,000  along with the expectation of limited revenue from modest sales will
be sufficient to sustain operations during the short-term.  However, there would
be  insufficient  funds  available for  furtherance of the plan of operations as
detailed later in this prospectus under the heading "PLAN OF OPERATION."


If less than $1,000,000 were made available,  we will restrict expenditures to a
minimum budget based on priorities determined by the officers and directors. The
renting of office space,  additional hiring and certain equipment purchases will
be deferred. We will cover ongoing legal and accounting costs. Public relations,
marketing  and web site  maintenance  will use the  remainder of the funds.  The
minimal amount of inventory will be maintained.

IN THE EVENT THAT ONLY 50% OF THE  MAXIMUM  SHARES  UNDERLYING  "A" AND  "OTHER"
WARRANTS ARE RAISED (APPROXIMATELY  $2,000,000),  we will be able to further the
plan of operation;  however,  our activities will continue to be restricted.  In
order to increase brand awareness and promote a corresponding increase in sales,
we will  continue  to  place  importance  on  marketing  and  driving  potential
customers to the web site. The web site itself will be modified in response to a
review of hits,  retention and  conversion  rate of visitors to  customers.  The
marketing  mix will  continue to be  expanded,  incorporating  more spot buys in
special interest  magazines and internet banner marketing on carefully  targeted
associated  sites. An increased level of inventory would be anticipated based on
response to initial sales, lead times for printing and bulk discounts.

                                       14




IF 75% OF THE MAXIMUM  SHARES  UNDERLYING  "A" AND "OTHER"  WARRANTS  ARE RAISED
(APPROXIMATELY $3,000,000),  there will be sufficient funds to pay a significant
portion  of all  budgeted  expenditure  items  with  a  continuing  increase  in
marketing and web site development.

The  monies  we  have  raised  thus  far  from  selling  stock  to  our  current
Shareholders  is  anticipated  to be  sufficient  to pay  all  expenses  of this
offering,  which is  estimated  to be  $100,000.  The total  amount of the money
raised from the sale of the Shares  underlying  Warrants we are offering will be
used for the purpose of furthering our plan of operation,  as detailed under the
heading "PLAN OF OPERATION" below.

The   registration   of  our  Warrants  is  intended  to  and  will  permit  our
Warrantholders to potentially capitalize, at a profit, on any rise in the market
price of our Warrants and the Common Shares.  In the event that the Warrants are
sold by the  Selling  Warrantholders,  we  will  receive  none  of the  proceeds
therefrom.  In  addition,  we are  paying all the costs in  connection  with the
registration of such Warrants. The Selling Shareholders will be selling Warrants
and no commission will be paid by us in connection with such sales.

The  monies  we  have  raised  thus  far  from  selling  stock  to  our  current
Shareholders  is  anticipated  to be  sufficient  to pay  all  expenses  of this
offering,  which is  estimated  to be  $100,000.  The total  amount of the money
raised from the sale of the Shares  underlying  Warrants we are offering will be
used for the purpose of furthering our plan of operation,  as detailed under the
heading "PLAN OF OPERATION" below.

                         DETERMINATION OF OFFERING PRICE

Our Common Stock trades on the Over-the  Counter Bulletin Board under the symbol
"TMCI".  Our Units trade on the  Over-the  Counter  Bulletin  Board under symbol
"TMCIU".

Our  Selling  Security  Holders  plan to sell Units at $0.75,  common  Shares at
$0.55,  "A"  Warrants at $0.10 and "B"  Warrants at $0.05,  until such time as a
market  develops for any of the  securities and thereafter at such prices as the
market may dictate from time to time.  There is no history of a market price for
the stock  and our  pricing  is  arbitrary  with no  relation  to market  value,
liquidation  value,  earnings or dividends.  The price was  arbitrarily set at a
slight premium to the previous  private  placement  price of $0.50 per Unit. The
Warrant exercise price was arbitrarily  determined based on speculative  concept
unsupported by any other comparables.


          TITLE                             PER SECURITY
    ---------------------------------------------------------
      Common Stock                             $0.55
    ---------------------------------------------------------
          Units                                $0.75
    ---------------------------------------------------------
      "A" Warrants                             $0.10
    ---------------------------------------------------------
      "B" Warrants                             $0.05
    ---------------------------------------------------------

We have arbitrarily determined our offering price for Units and Warrants and for
the Shares underlying Warrants to be sold pursuant to this offering at $0.55 and
$.75 for Units $.10 for "A" Warrants,  $.05 for "B"  Warrants,  and at $2.00 per
Share for "A"  Warrants  and $5.00 per  Share for "B"  Warrants.  The  1,500,000
Shares of stock already  purchased by officers and directors and other  founding
Shareholders were sold for $.01 per Share. We previously sold 1,730,000 Units to
investors  at $0.50 per  Unit,  each  Unit  consisting  of one Share and one "A"
Warrant and one "B" Warrant in 2006.  The  additional  major  factors  that were
included in  determining  the initial  sales price to our  founders  and private
investors  were the lack of liquidity  since there is no present  market for our
stock and the high level of risk considering our lack of operating history.

The Warrant  exercise  prices bear no  relationship  to any criteria of goodwill
value,  lock  value,  market  price  or any  other  measure  of  value  and were
arbitrarily determined in the judgment of the Board of Directors.

DILUTION

We are  registering  Shares of  existing  Shareholders  and Units  purchased  by
investors,  "A" Warrants and "B" Warrants and Shares of Common Stock  comprising
part of Units  and  Common  Stock  underlying  Warrants  for sale  through  this
offering.  Since  our  inception  on April 29,  2005,  our  officers,  directors
purchased  1,025,000  shares @ $0.01  per  share  and  other  Shareholders  have
purchased  Shares of our Common  Stock for $.01 per Share for 500,000  Shares in
2005 (this number includes  William Reilly who purchased  25,000 shares in April
2005,  and who in 2006 became an Officer and a Director).  In 2006  Shareholders
purchased  1,730,000  Shares  as part of Units  offered  for  $0.50 per Unit and
Garden State Securities received, as compensation,  a Warrant to purchase 60,000

                                       15


Units each Unit  consisting  of one Share and one "A" and one "B" Warrant  which
Units, Shares and Warrants and Shares Underlying the Warrants,  we are including
in this Post-Effective Amendment to the Registration Statement.


COMPARATIVE DATA
The  following  table sets forth with respect to existing  Shareholders  and new
investors,  a comparison  of the number of our Shares of Common Stock  purchased
the  percentage  ownership of such Shares,  the total  consideration  paid,  the
percentage  of total  consideration  paid and the average  price per Share.  All
percentages are computed based upon cumulative Shares and consideration assuming
sale of all Shares in the line  items as  compared  to maximum in each  previous
subsection.


                                            SHARES PURCHASED(1)        TOTAL CONSIDERATION        AVERAGE
                                            NUMBER     PERCENT (2)     AMOUNT     PERCENT (3)   PRICE/SHARE
                                         =====================================================================

                                                                                         
1) EXISTING SHAREHOLDERS                     3,230,000     81%           $816,305     66%               $0.25
"Other" Warrant Exercise @ $0.55               600,000     15%           $330,000     27%               $0.31
(assuming 100% sold)
"Other" Warrant Exercise @ $0.60                60,000     1.0%           $36,000     2%                $0.31
(assuming 100% sold)
Employee Options 150,000 @ $0.55               150,000     3.0%           $82,500     5%                $0.34
                                                      ---------------            --------------
Pre Warrant Exercise Capital                               100%                      100%

2) "A" WARRANT EXERCISE
   If 50% sold                                 895,000     23%         $1,790,000     60%               $0.64
   If 75% sold                               1,342,500     26%         $2,685,000     69%               $0.75
   If 100% sold (max)                        1,790,000     32%         $3,580,000     75%               $0.86

3) "B" WARRANT EXERCISE
   If 50% sold                                 895,000     14%         $4,475,000     48%               $1.40
   If 75% sold                               1,342,500     19%         $6,712,500     58%               $1.67
   If 100% sold (max)                        1,790,000     24%         $8,950,000     60%               $1.87


"Net tangible book value" is the amount that results from  subtracting the total
liabilities and intangible  assets from the total assets of an entity.  Dilution
occurs  because we  determined  the offering  price based on factors  other than
those used in computing  book value of our stock.  Dilution  exists  because the
book value of Shares held by existing  stockholders  is lower than the  offering
price offered to new investors.

(1)  1,790,000 Shares were purchased as part of Units.
(2)  Percentage relates to total percentage of shares sold up to such increment.
(3)  Percentage  relates  to  total  percentage  of  capital  raised  up to such
     increment.

                                       16



Following is a table  detailing  dilution to investors if 25%, 50%, 75%, or 100%
of the Shares underlying Warrants in the offering are sold.


                                                          25%             50%            75%            100%
  ============================================ =============== =============== ============== ===============
                                                                                           
  Net Tangible Book Value Per Share Prior to            $0.16           $0.16          $0.16           $0.16
  Stock Sale(1)
  -------------------------------------------- --------------- --------------- -------------- ---------------
  Net Tangible Book Value Per Share Prior to            $0.22           $0.22          $0.22           $0.22
  Stock Sale, assuming the Exercise of
  Certain Warrants (2)
  -------------------------------------------- --------------- --------------- -------------- ---------------
  Net Tangible Book Value Per Share After
  Stock Sale
  -------------------------------------------- --------------- --------------- -------------- ---------------
  "A" Warrant Only                                      $0.34           $0.49          $0.62           $0.73
  -------------------------------------------- --------------- --------------- -------------- ---------------
  "A" Warrant and "B" Warrant                           $0.46           $0.76          $1.03           $1.26
  -------------------------------------------- --------------- --------------- -------------- ---------------
  Average Cost of Shares owned by existing              $0.25           $0.25          $0.25           $0.25
  stockholders per Share
  -------------------------------------------- --------------- --------------- -------------- ---------------
  Avg.  Cost Per Share as if the "A"                    $0.46           $0.60          $0.72           $0.81
  Warrants are exercised
  -------------------------------------------- --------------- --------------- -------------- ---------------
  Avg. Cost Per Share as if the "A" and "B"             $0.87           $1.27          $1.57           $1.80
  Warrants are exercised
  -------------------------------------------- --------------- --------------- -------------- ---------------


(1)  Computation  of Net  Tangible  Book  Value  per Share  prior to stock  sale
     includes  the  deduction  of  offering  costs of $100,000  and  proceeds of
     private placement in July/August 2006

(2)  Computation  of Net  Tangible  Book  Value  per Share  prior to stock  sale
     assumes  proceeds  from the exercise of the following  warrants:  600,000 @
     $0.55;  150,000  @  $0.55;  60,000 @ $0.60  (Units  underlying  the  "Other
     Placement Agent" Warrants)

As at December 31, 2007, the net tangible book value of our stock was $0.114 per
Share.  If we are  successful  in  achieving  exercise of the Shares  underlying
Warrants at the exercise  price,  the pro forma net  tangible  book value of our
stock after  deducting the offering costs of $100,000 would be as shown in chart
above. That would represent an immediate increase in net tangible book value per
Share and per Share dilution to new investors as shown in chart above,  assuming
the Shares are sold at the exercise  price of $0.55 for 750,000 Shares and $0.60
for 60,000 Shares and $2.00 per Share for  1,790,000  Shares and $5.00 per Share
for  1,790,000  Shares.  Our  existing  stockholders  have  purchased a total of
3,230,000 Shares for an aggregate amount of $816,305 or an average cost of $0.25
per Share.  The book value of the stock held by our existing  stockholders  will
increase per Share, while new purchaser's book value will decrease from purchase
price, as shown in chart above.


If all Warrants are fully exercised,  the new total capital  contributed will be
$12,978,500.  The percentage of our capital contribution will then be 6% for the
existing stockholders and 94% for the new purchasers.  The existing stockholders
will then hold, as a percentage, 41% of our issued and outstanding Shares, while
the new purchasers will hold, as a percentage, 59%.

For the life of the Warrants,  the holders thereof are given, at a nominal cost,
the  opportunity  to profit from a rise in the market price of our Common Stock.
The  exercise of the Warrants by the holders  thereof  could result in a further
dilution of the book value of our Common Stock. Furthermore,  the holders of the
Warrants  might be  expected to  exercise  them at a time when we would,  in all
likelihood, be able to obtain any needed capital by a new offering of Securities
on terms more favorable than those provided for by the Warrants.

SELLING SECURITY HOLDERS

The selling  Shareholders,  excluding  officers and  directors,  obtained  their
Shares of our Stock in either of two private  placements  of a) 1,730,000  Units
occurring in June,  July,  August 2006,  which  consisted of one Share,  one "A"
Warrant  and one "B" Warrant at $0.50 per share,  or b) in the  initial  private
placement in late 2005 of 500,000 shares  (excluding  founders,  John Harris and
Neil Cox) at $0.01 per share.

Other than the two stock transactions  discussed below, we have not entered into
any  transaction  nor are there any proposed  transactions in which any founder,
director,  executive  officer,  significant  Shareholder  of our  company or any
member  of the  immediate  family  of any of the  foregoing  had or is to have a
direct or indirect material interest.


                                       17



On  July  6,  2005,  we  sold  500,000   Shares  of  our  Common  Stock  to  our
CFO/Secretary/Treasurer  (Neil A. Cox) for $5,000, or $.01 per Share. Our Common
Stock had no quoted market value on the date of the  transaction.  Mr. Cox would
be considered a promoter.

On July 14, 2005,  we sold 500,000  Shares of our Common Stock to our  President
(John N. Harris) for $5,000,  or $.01 per Share.  Our Common Stock had no quoted
market value on the date of the  transaction.  Mr.  Harris would be considered a
promoter.

William Reilly became an Officer (COO and CTO) and a Director in early 2006. Mr.
Reilly was previously a shareholder  having  purchased  25,000 shares @ $0.01 in
April 2005. Mr. Reilly also has 100,000 Employee options exercisable to purchase
shares at $0.55.  We sold 500,000 Shares to other  Shareholders  in 2005 at $.01
per share.

We have engaged as a consultant  Capital  Merchant Banc under an Agreement which
provides  for the vesting of 600,000  Warrants  to purchase  Shares at $0.55 per
Share based upon performing  consulting services for which it is paid $3,000 per
month.  When vested,  Capital  Merchant  Banc could  acquire an amount of Shares
equal to 15.66% of the issued and outstanding  Common Stock prior to exercise of
any Warrants.  These Warrants expire August 31, 2009 with an Option to acquire a
new two year  Warrant at $0.55 for  600,000 if the stock price has not closed at
$0.50 for 30 days.

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.

No person who may, in the future,  be  considered  a promoter of this  offering,
will receive or expect to receive assets,  services or other considerations from
us except those persons who are our salaried  employees or directors.  No assets
will be, nor expected to be, acquired from any promoter on behalf of us. We have
not entered into any agreements that require disclosure to the Shareholders.

All of the  Securities  listed below are being  registered in this  Registration
Statement, which include all of the securities outstanding as of date hereof.










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                                       18



------------------------------------------------------------------------------------------------------------------------------------
                                                                                      
    NAME     SECURITIES UNITS    COMMON    % OWNED  % OWNED       "A"     "B"       "OTHER"   SHARES      % OWNED      SHARES
             BY EACH    OFFERED  SHARES    BEFORE   BEFORE     WARRANTS   WARRANTS  WARRANTS/ UNDERLYING  AFTER        OWNED
             SHARE-     BY       OFFERED   OFFERING WARRANT    OFFERED    OFFERED     FOR     WARRANTS    OFFERING     AFTER
             HOLDER     SHARE-   FOR                EXERCISE   BY SHARE-  BY        SHARES    OR          OF CLASS     OFFERING
             BEFORE     HOLDER   SHARE-                        HOLDERS    SHARE-              OPTIONS,    OF
             OFFERING            HOLDERS                                  HOLDERS             IF          SECURITIES
                                 ACCOUNT                                                      EXERCISED   (ASSUMING
                                                                                                           ALL
                                                                                                           WARRANTS
                                                                                                           & OPTIONS
                                                                                                           ARE
                                                                                                           EXERCISED)
------------------------------------------------------------------------------------------------------------------------------------
Neil A.      500,000               500,000     14%      14%          0         0                               0%           0
Cox   (1)    Shares
------------------------------------------------------------------------------------------------------------------------------------
John N.      500,000               500,000     14%      14%          0         0                               0%           0
Harris (2)   Shares
------------------------------------------------------------------------------------------------------------------------------------
James C.     25,000                 25,000       *        *          0         0                               0%           0
McLennan     Shares
------------------------------------------------------------------------------------------------------------------------------------
Dale         110,000      60,000   110,000      3%       3%     60,000    60,000          0    120,000         0%           0
Stonedahl    (50,000
             Shares +
             60,000
             Units)
             -----------------------------------------------------------------------------------------------------------------------
             50,000
             Options                            3%       3%          0         0     50,000     50,000         0%           0
------------------------------------------------------------------------------------------------------------------------------------
George W.    75,000       50,000    75,000      2%       2%     50,000    50,000               100,000         0%           0
Wanberg  and (25,000
Cynthia B.   Shares/
Wanberg      50,000
             Units)
------------------------------------------------------------------------------------------------------------------------------------
Jolaine      25,000                 25,000       *        *          0         0                               0%           0
Roth         Shares
------------------------------------------------------------------------------------------------------------------------------------
Mark S.      25,000                 25,000       *        *          0         0                               0%           0
Kachun       Shares
------------------------------------------------------------------------------------------------------------------------------------
James B.     25,000                 25,000       *        *          0         0                               0%           0
Sebastian    Shares
------------------------------------------------------------------------------------------------------------------------------------
William H.   25,000                 25,000       *        *          0         0    100,000    100,000         0%           0
Reilly (3)   Shares/
             100,000
             Options
------------------------------------------------------------------------------------------------------------------------------------
Douglas F.   200,000               200,000      6%       6%          0         0                               0%           0
Fleet        Shares
------------------------------------------------------------------------------------------------------------------------------------
Barbara C.   50,000                 50,000      1%       1%          0         0                               0%           0
Kurczodyna   Shares
------------------------------------------------------------------------------------------------------------------------------------
J.  Randall  50,000                 50,000      1%       1%          0         0                               0%           0
Thrall       Shares
------------------------------------------------------------------------------------------------------------------------------------
Gary         20,000       20,000    20,000       *        *     20,000    20,000                40,000         0%           0
Stonedahl    Units
------------------------------------------------------------------------------------------------------------------------------------
Lee A. Milo  100,000     100,000   100,000      3%       3%    100,000   100,000               200,000         0%           0
TR UA        Units
12052002,
George
Wanberg TTEE
------------------------------------------------------------------------------------------------------------------------------------
Matthew Ray  20,000       20,000    20,000       *        *     20,000    20,000                40,000         0%           0
Frigm        Units
------------------------------------------------------------------------------------------------------------------------------------
William J.   30,000       30,000    30,000       *        *     30,000    30,000                60,000         0%           0
Clayton      Units
------------------------------------------------------------------------------------------------------------------------------------
Richard C.   50,000       50,000    50,000      1%       1%     50,000    50,000               100,000         0%           0
Erickson     Units
------------------------------------------------------------------------------------------------------------------------------------
Carmine      30,000       30,000    30,000       *        *     30,000    30,000                60,000         0%           0
Tirone       Units
------------------------------------------------------------------------------------------------------------------------------------
Willie       10,000       10,000    10,000       *        *     10,000    10,000                20,000         0%           0
Gibson       Units
------------------------------------------------------------------------------------------------------------------------------------
Leroy        10,000       10,000    10,000       *        *     10,000    10,000                20,000         0%           0
Padilla      Units
------------------------------------------------------------------------------------------------------------------------------------
Nagle Family 50,000       50,000    50,000      1%       1%     50,000    50,000               100,000         0%           0
Trust        Units
------------------------------------------------------------------------------------------------------------------------------------
David W.     100,000     100,000   100,000      3%       3%    100,000   100,000               200,000         0%           0
Lane         Units
------------------------------------------------------------------------------------------------------------------------------------

                                       19


------------------------------------------------------------------------------------------------------------------------------------
Robert E.    100,000     100,000   100,000      3%       3%    100,000   100,000               200,000         0%           0
Maciorowski  Units
------------------------------------------------------------------------------------------------------------------------------------
James        200,000     200,000   200,000      6%       6%    200,000   200,000               400,000         0%           0
Scanlon      Units
------------------------------------------------------------------------------------------------------------------------------------
Mike Scanlon 200,000     200,000   200,000      6%       6%    200,000   200,000               400,000         0%           0
             Units
------------------------------------------------------------------------------------------------------------------------------------
Michael J.   200,000     200,000   200,000      6%       6%    200,000   200,000               400,000         0%           0
Keate        Units
------------------------------------------------------------------------------------------------------------------------------------
Roland       200,000     200,000   200,000      6%       6%    200,000   200,000               400,000         0%           0
Rosenboom    Units
------------------------------------------------------------------------------------------------------------------------------------
James V.     100,000     100,000   100,000      3%       3%    100,000   100,000               200,000         0%           0
Bickford     Units
------------------------------------------------------------------------------------------------------------------------------------
Lawrence M.  50,000       50,000    50,000      1%       1%     50,000    50,000               100,000         0%           0
Elman        Units
------------------------------------------------------------------------------------------------------------------------------------
Richard      10,000       10,000    10,000       *        *     10,000    10,000                20,000         0%           0
Gardner      Units
------------------------------------------------------------------------------------------------------------------------------------
Robert E.    50,000       50,000    50,000      1%       1%     50,000    50,000               100,000         0%           0
Dettle,      Units
Trustee
------------------------------------------------------------------------------------------------------------------------------------
William H. & 10,000       10,000    10,000       *        *     10,000    10,000                20,000         0%           0
Gale S.      Units
Kendall
------------------------------------------------------------------------------------------------------------------------------------
William R.   10,000       10,000    10,000       *        *     10,000    10,000                20,000         0%           0
Talbert      Units
------------------------------------------------------------------------------------------------------------------------------------
John Gersman 10,000       10,000    10,000       *        *     10,000    10,000                20,000         0%           0
             Units
------------------------------------------------------------------------------------------------------------------------------------
Dulcinea A.  10,000       10,000    10,000       *        *     10,000    10,000                20,000         0%           0
Hansard      Units
------------------------------------------------------------------------------------------------------------------------------------
Steve E.     50,000       50,000    50,000      1%       1%     50,000    50,000               100,000         0%           0
Hatch        Units
------------------------------------------------------------------------------------------------------------------------------------
Garden State
Securities
               Warrants   60,000**  60,000**     *       *      60,000**  60,000**             180,000***      0%           0
               for
               60,000
               Units
------------------------------------------------------------------------------------------------------------------------------------
Capital        600,000                             0       0          0              600,000   600,000
Merchant Banc  Warrants
------------------------------------------------------------------------------------------------------------------------------------
                                      TOTAL                                                  4,390,000

*Less than 1%
** If the Warrants for Units are exercised
*** Includes  60,000  Shares which are part of Units for which  Placement  Agent
holds Warrants

MATERIAL RELATIONSHIPS

(1) CFO and Director since inception in 2005
(2) President and Director since inception in 2005
(3) COO, CTO and Director since 2006

None of the selling  Shareholders  are registered  broker-dealers  except Garden
State  Securities which may sell 60,000 Shares  underlying  Warrants and none of
the selling Shareholders are affiliates of Registered Broker Dealers.

PLAN OF DISTRIBUTION

Upon  effectiveness of this Amendment No. 1 to this registration  statement,  of
which this  prospectus is a part, we will conduct the sale of Shares pursuant to
exercise of Warrants on a  self-underwritten  basis.  Our selling  Shareholders,
Unitholders  and  Warrantholders  are free to sell their  Securities  in private
transactions at $0.75 per Unit,  $0.55 per Share,  $0.10 per "A" Warrant,  $0.05
per "B" Warrant or market  sales if a market ever  develops  hereafter at prices
they negotiate or in private  transactions.  There will be no underwriters used,
no dealers' commissions paid on Warrant exercise,  and no passive market making.
Our officers and directors,  John N. Harris,  Neil A. Cox and William H. Reilly,
will sell securities on our behalf in this offering. John N. Harris, Neil A. Cox
and William H. Reilly are not  subject to a statutory  disqualification  as such
term is defined in Section (a)(39) of the Securities  Exchange Act of 1934. They
will  rely  on  Rule  3a4-1  to  sell  our  securities  without  registering  as
broker-dealers. They are serving as our officers and directors otherwise than in
connection  with  transactions  in securities  and will continue to do so at the
conclusion  of this  offering.  They  have not been a broker  or  dealer,  or an
associated  person of a broker or dealer,  within the  preceding 12 months,  and
have not nor will not  participate in the sale of securities for any issuer more
than once every  twelve  months.  Our officers  and  directors  will not receive
commissions or other remuneration in connection with their participation in this
offering based either directly or indirectly on  transactions in securities.  We
will only use this  prospectus  in  connection  with this  offering and no other
sales materials.


                                       20


There is a limited  market for the  securities  at this time and our  pricing is
arbitrary  with no  relation to market  value,  liquidation  value,  earnings or
dividends.We are registering our securities at the following prices:


          TITLE                             PER SECURITY
    ---------------------------------------------------------
      Common Stock                             $0.55
    ---------------------------------------------------------
          Units                                $0.75
    ---------------------------------------------------------
      "A" Warrants                             $0.10
    ---------------------------------------------------------
      "B" Warrants                             $0.05
    ---------------------------------------------------------

At any  time  after a market  develops,  our  security  holders  may sell  their
securities   at  market   prices  or  at  any  price  in  privately   negotiated
transactions.

The prices  were  arbitrarily  set based upon a slight  premium to the  previous
private  placement  price of $0.50 per Unit and the  components of the Unit. The
Warrant exercise price was arbitrarily determined based on speculation.

There can be no  assurance  that we will achieve any Warrant  exercise  from our
Shareholders.  We have no  arrangement  or  guarantee  that we will  achieve any
Warrant or Option exercise  proceeds from anyone.  All  subscription  checks for
Warrant  or Option  exercises  will be made  payable  to us. We will  receive NO
proceeds  from sales of  securities  by our  Selling  Shareholders.  Proceeds to
Company will be limited to exercises price of Options and Warrants.

Our Selling Shareholders may be deemed underwriters in this offering.

Any funds received from the Warrant  exercise will immediately be made available
for our  use  and  retained  by us  regardless  of  whether  or not we sell  any
additional  Shares  under  this  offering.  Any funds not  immediately  used for
corporate  purposes will be deposited  into an interest  bearing  account in our
name, and interest accrued on such funds will be retained by us.

LEGAL PROCEEDINGS

We are not a party to any  pending  legal  proceedings,  nor are we aware of any
civil proceeding or government authority contemplating any legal proceeding.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our officers are spending up to 50 hours per week on our business.

CHAIRMAN OF THE BOARD AND CHIEF FINANCIAL OFFICER
Neil A. Cox, 58

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 know 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.


                                       21


PRESIDENT AND DIRECTOR
John N. Harris, 61

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.

CHIEF OPERATIONS OFFICER/CHIEF TECHNOLOGY OFFICER AND DIRECTOR
William H. Reilly, 54

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.

CONFLICTS OF INTEREST - GENERAL.

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,  the amount of time they devote to our business will be
up to approximately 50 hours per week.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities  which the person  learns  about  through  his  involvement  as an
officer and director of another company. We have no intention of merging with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person.

PROJECTED STAFF

STAFFING

Our development  team  recognizes that additional  staff is required to properly
support marketing, sales, research, and support functions.

Currently,  we have one  employee  aside  from the  executive  staff.  This lean
staffing is possible in this phase  because of our  determination  to  outsource
noncore functions. However, we believe an additional 9 employees may be required
to meet  projected  market demand over the next 12 months.  Our staff  positions
will be filled as business demands require,  and the positions may be altered in
response to business needs.


                                       22



SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT AS OF DECEMBER
31, 2007


     (a) Beneficial owners of five percent (5%) or greater, of our Common Stock.
(No Preferred Stock is outstanding at the date of this Offering.)

There are currently  100,000,000 common Shares authorized of which 3,230,000 are
outstanding.

The  following  sets forth  information  with respect to ownership by holders of
more than five percent (5%) of our Common Stock currently known by us and if all
Options exercisable within 60 days pursuant to Rule 13d-3(d)(1) are exercised:



        TITLE OF CLASS              NAME AND ADDRESS OF         AMOUNT AND NATURE OF          PERCENT OF CLASS(1)
                                      BENEFICIAL OWNER            BENEFICIAL OWNER
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                                 
                                John Harris
                                President & Director
        Common shares           PO Box 1547
                                Lyons, CO 80540                        500,000                       6.36%

                                Neil Cox
                                CFO & Director
        Common shares           5380 Highlands Drive                   500,000                       6.36%
                                Longmont, CO 80503

                                Capital Merchant Bank(2)
        Common shares           600 N. Bradley Road                    600,000                       7.63%
                                Lake Forest, IL 60045

                                Michael J. Keate(3)
        Common shares           7841 Marguette Dr. South               600,000                       7.63%
                                Tinley Park, IL 60477

                                Roland Rosenboom(4)
        Common shares           585 S. Main St.                        600,000                       7.63%
                                Clifton, IL 60927

                                James Scanlon(5)
        Common shares           9048 W. 5000 South Rd                  600,000                       7.63%
                                Herscher, IL 60941

                                Mike Scanlon(6)
        Common shares           2316 Sunset View Rd                    600,000                       7.63%
                                Kankakee, IL 60901
---------------------------

(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)  The Capital  Merchant Bank holds these 600,000  warrants  beneficially  for
     Joseph Kurczodyna.
(3)  Consists of 200,000  shares of common  stock and warrants  exercisable  for
     400,000 shares of common stock.
(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.


                                       23



     (b) The following sets forth  information  with respect to our Common Stock
beneficially  owned by each  Officer  and  Director,  and by all  Directors  and
Officers as a group as of December 31, 2007 and assuming exercise of all Options
and Warrants.



        TITLE OF CLASS              NAME AND ADDRESS OF         AMOUNT AND NATURE OF          PERCENT OF CLASS(1)
                                      BENEFICIAL OWNER            BENEFICIAL OWNER
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                                 
                                John Harris
                                President & Director
        Common shares           PO Box 1547
                                Lyons, CO 80540                        500,000                       6.36%

                                Neil Cox
                                CFO & Director
        Common shares           5380 Highlands Drive                   500,000                       6.36%
                                Longmont, CO 80503

                                William H. Reilly(2)
                                COO/CTO & Director
        Common shares           4859 Dakota Blvd                       125,000                       1.59%
                                Boulder, CO 80304
                                                             ---------------------------- ----------------------------
All Directors and Executive                                           1,125,000                     14.31%
Officers as a Group (3
persons)

-------------------
(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.


DESCRIPTION OF SECURITIES

The Securities  being  registered  and/or offered by this  Prospectus are Units,
Shares, "A" Warrants and "B" Warrants.

UNITS

Each Unit  consists of one share of Common Stock and two Common  Stock  purchase
Warrants for an "A" Warrant ($2.00) and "B" Warrant ($5.00). Units are evidenced
by separate  certificates  separable into Common Stock  certificates and Warrant
certificates.  Following is a description of our Common Stock,  the Warrants and
other Securities of which together comprise Units.

COMMON STOCK

We are presently authorized to issue one hundred million (100,000,000) Shares of
our  Common  Stock.  A total of  three  million,  two  hundred  thirty  thousand
(3,230,000) common Shares are issued and outstanding.

COMMON SHARES

All  Shares are equal to each other  with  respect to voting,  liquidation,  and
dividend rights. Special Shareholders' meetings may be called by the officers or
director,  or upon the request of holders of at least one-tenth  (1/10th) of the
outstanding  Shares.  Holders  of  Shares  are  entitled  to  one  vote  at  any
Shareholders' meeting for each Share they own as of the record date fixed by the
board of directors.  There is no quorum requirement for Shareholders'  meetings.
Therefore,  a vote of the majority of the Shares  represented  at a meeting will
govern  even  if  this is  substantially  less  than a  majority  of the  Shares
outstanding.  Holders of Shares are entitled to receive such dividends as may be
declared by the board of directors out of funds legally available therefore, and
upon  liquidation  are entitled to  participate  pro rata in a  distribution  of
assets  available  for  such  a  distribution  to  Shareholders.  There  are  no
conversion,  pre-emptive or other subscription rights or privileges with respect
to any  Shares.  Reference  is made to our  Articles  of  Incorporation  and our

                                       24


By-Laws as well as to the  applicable  statutes of the State of  Colorado  for a
more complete description of the rights and liabilities of holders of Shares. It
should be noted that the board of directors  without notice to the  Shareholders
may amend the By-Laws.  Our Shares do not have cumulative  voting rights,  which
means that the holders of more than fifty percent (50%) of the Shares voting for
election of  directors  may elect all the  directors if they choose to do so. In
such event,  the holders of the  remaining  Shares  aggregating  less than fifty
percent  (50%) of the Shares voting for election of directors may not be able to
elect any director.

WARRANTS

         CONSULTANT, PLACEMENT AGENT, AND EMPLOYEE WARRANTS

The  Warrants  offered  by this  Prospectus  are  issued  pursuant  to a Warrant
Agreement  between us and Corporate Stock Transfer,  Inc. (the "Warrant Agent").
We have  authorized  and reserved for issuance the  underlying  Shares of Common
Stock issuable upon exercise of the Warrants.

We have 600,000 outstanding common stock purchase Warrants  exercisable at $0.55
per Share expiring  August 31, 2009,  60,000  Warrants  exercisable at $0.60 per
Share expiring  August 31, 2009,  and 150,000  Employee  Options  exercisable at
$0.55/per Share.

         CLASS "A" WARRANTS

We have outstanding  Class "A" Common Stock purchase  Warrants which entitle the
holder to purchase  one Share of Common Stock at $2.00 per Share for up to three
years with a maximum expiry date of August 31, 2009.  1,790,000 "A" Warrants are
outstanding at the commencement of this offering.  Our Warrants are callable for
redemption  at $.001  per  Warrant  upon  thirty  days  written  notice,  if not
exercised.

         CLASS "B" WARRANTS

We have outstanding  Class "B" Common Stock purchase  Warrants which entitle the
holder to purchase  one Share of Common Stock at $5.00 per Share for up to three
years with a maximum expiry date of August 31, 2009.  1,790,000 "B" Warrants are
outstanding at the commencement of this offering.  Our Warrants are callable for
redemption  at $.001  per  Warrant  upon  thirty  days  written  notice,  if not
exercised.

PREFERRED SHARES

We have no preferred Shares authorized.

TRANSFER AND WARRANT AGENT

The transfer agent and the Warrant agent for our  securities is Corporate  Stock
Transfer,  Inc.,  3200 Cherry Creek Drive  South,  Suite 430,  Denver,  Colorado
80209.

INTEREST OF NAMED EXPERTS AND COUNSEL

We have not hired or retained any experts or counsel on a contingent  basis, who
would  receive  a direct or  indirect  interest  in us,  or who is, or was,  our
promoter, underwriter, voting trustee, director, officer or employee.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES LIABILITIES

The Colorado  Business  Corporation  Act  requires us to indemnify  officers and
directors  for any  expenses  incurred by any officer or director in  connection
with any actions or proceedings,  whether civil,  criminal,  administrative,  or
investigative,  brought  against such officer or director  because of his or her
status as an officer or director, to the extent that the director or officer has
been  successful  on the  merits  or  otherwise  in  defense  of the  action  or
proceeding.  The Colorado  Business  Corporation  Act permits a  corporation  to
indemnify an officer or director,  even in the absence of an agreement to do so,
for  expenses  incurred  in  connection  with any action or  proceeding  if such
officer  or  director  acted in good  faith  and in a manner  in which he or she
reasonably believed to be in or not opposed to the best interests of us and such
indemnification is authorized by the stockholders,  by a quorum of disinterested
directors,  by independent  legal counsel in a written  opinion  authorized by a
majority vote of a quorum of directors consisting of disinterested directors, or
by independent  legal counsel in a written opinion if a quorum of  disinterested
directors cannot be obtained.

                                       25


The Colorado Business Corporation Act prohibits indemnification of a director or
officer if a final  adjudication  establishes  that the  officer's or director's
acts or omissions involved intentional misconduct, fraud, or a knowing violation
of the law and were  material  to the cause of  action.  Despite  the  foregoing
limitations on indemnification, the Colorado Business Corporation Act may permit
an officer or  director to apply to the court for  approval  of  indemnification
even if the  officer or  director  is  adjudged  to have  committed  intentional
misconduct, fraud, or a knowing violation of the law.

The Colorado  Business  Corporation  Act also provides that  indemnification  of
directors is not permitted for the unlawful payment of distributions, except for
those directors registering their dissent to the payment of the distribution.

According to our bylaws,  we are  authorized  to indemnify  our directors to the
fullest  extent  authorized  under  Colorado  Law  subject to certain  specified
limitations.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and persons controlling
us pursuant to the foregoing  provisions  or otherwise,  we are advised that, in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.

ORGANIZATION WITHIN LAST FIVE YEARS

We were newly formed on April 29, 2005 and have had only limited  operations  to
date   relating  to  structure   and  capital   formation.   Also  see  "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS" at page 37.


DESCRIPTION OF BUSINESS

CONCEPT AND FORMATION

In early 2005,  our  founders  Neil A. Cox and John  Harris  explored a business
opportunity:  customized  playing  cards.  They  believed  that by working  with
state-of-the-art  printers that fully utilize  digital  technologies,  that they
could  reduce cycle times for  full-color  customized  printing  from a standard
three to five weeks to just three to five days. In addition,  they believed that
digital  presses  could  allow  product  runs in small  quantities  and at lower
prices.

In view of the continued growth surrounding poker, we were formed by Mr. Cox and
Mr.  Harris as Stack the Deck,  Inc.  a  Colorado  corporation  in 2005,  and we
changed the name to  Tombstone  Cards,  Inc.  With the initial team in place and
capital secured, we are now preparing to finalize production processes,  develop
Internet presence,  secure necessary design elements, and arrange for the launch
for business.

We are located at 2400 Central  Avenue,  Suite G, Boulder,  Colorado  80301.  We
maintain websites at WWW.TOMBSTONECARDS.COM  and  www.tombstonetechnologies.com,
which are not incorporated in and are not a part of this report.


BACKGROUND

Based upon our research,  since 2003 the  poker-playing  and gaming markets have
grown as evidenced by the various televised poker tournaments.  This has created
what we believe will be a demand for superior quality  customized playing cards.
Although there is no shortage of putative competitors,  we believe that our real
strength may be in the development and sale of a new,  extremely focused product
line using the  proprietary  Web-based  design system that we are  developing to
support the  interactivity  and  functionality  required  for our  customers  to
personally  create  their  orders.  We  believe  no one  else  is  offering  the
capabilities of the interactive system we are developing.

During  the fourth  quarter  of 2007,  we  created  our  Tombstone  Technologies
Division (the Technology Division). The Technology Division was created in order
to  handle  the   development,   marketing  and  licensing  of  our  proprietary
OIEPrint(TM) software, a web to print template driven application.  Web to print
is the overall process of integrating technology, from ordering and pre-press to
post-press and delivery in order to reduce time and costs.

On December 27, 2007, we filed a provisional  patent application with the United
States Patent and Trademark  Office (USPTO) titled INTERNET  APPLICATION FOR THE
DESIGN OF HIGH RESOLUTION DIGITAL GRAPHICS.


                                       26


We  are  creating  an  operating  infrastructure  with  strategic  partners  for
outsourced  production  and  well-designed  affiliate  programs  to support  key
distribution  channels. We are now in the initial stages of testing products and
web services, as well as developing the fundamental underlying business model.

PRODUCTS

         PLAYING  CARDS.  Our  playing  cards,  consists  of a standard  deck of
         poker-sized  cards,  printed in full color and packaged in  pre-printed
         Tombstone-branded  tuck boxes that allow the custom design of the cards
         to be seen and displayed. During the year ended 2007, we have worked to
         develop new products and existing product upgrades.

         OIEPRINT 2.0  SOFTWARE.  OIEPrint  software is a web to print  template
         driven  application  that allows the users to personalize and customize
         designs.  The software will be available to be licensed  through either
         purchase or as a hosted  solution.  A full purchase allows the customer
         to license the software,  while the hosted  solution allows the user to
         use the software through our website at  www.tombstonetechnologies.com.
         We will continue to use our existing  software product in the design of
         our playing card product.

CUSTOMERS

PLAYING CARDS

We believe  that there are three common  customer  types that make up our target
market for our playing cards:

The most typical customer for our product is a male, 25 to 65 years old, with an
outgoing personality and an interest in poker. The customer will believe that he
has certain  flair and will  compete  with his peers to  demonstrate  this as an
actuality.

Poker clubs and regional  tournaments that want something special to brand their
events.

Businesses  that  purchase the product for special  celebrations  and to promote
their organizations.

It is likely that potential  customers are going to be familiar with similar and
existing  products and that they will accept our new offering  provided  that we
can clearly and succinctly demonstrate the product advantages.

PRINTING SOFTWARE

Our printing  software has been  designed for use, not only by the  customers of
printing  shops but also by specialty  product  producers.  The customers of our
printing  software  will be  interested  in being  able to  individualize  their
product,  since  they will be able to use the  printing  software  to create and
customize graphics and text.

PRODUCT STRATEGY

We  offer  a  single  card  product,  but  with an  almost  infinite  number  of
customization  options  for the  consumer  and  business  markets.  Our  product
provides  customers the ability to make personal  statements  about  themselves,
design unique gifts,  advertise  their business with an item that is both "cool"
and "fun", in addition to the cards being an ancillary product that can generate
revenues for them.

We intend to offer our  OIEPrint  software  product  through the  internet.  The
software has been developed to be used with several platforms. We intend for the
product to help meet the needs of  printers,  specialty  product  producers  and
others to satisfy the growing customer demand for personalization of products.


BUSINESS MODEL

Our  business  model is  focused  on  extensively  using the  Internet  for most
commercial  functions,  including  order  tracking,  affiliate  management,  and
customer  relationship  management.  We believe  that this will reduce the cycle
time,  increase  our ability to retain  customers,  and keep our  administrative
costs low.

                                       27



COMPETITION

PLAYING CARDS


Our competitors in this market are Gemaco,  Newt's Playing Cards, House of Cards
India,  and virtually  any other company with a printer.  It is even possible to
purchase "playing card paper stock" and print personal cards from a home printer
attached to ones computer.

However,  we believe no  competitor  currently  offers the  combination  of high
quality/high  value  with low  order  size/low  per-unit  cost.  In doing  this,
competitors provide, among other options:

o    Single-color  printing  on  a  pre-selected  background  (e.g.,  marble  or
     patterned)
o    Photographic printing with little or no customization options

In addition, the minimum order may be as high as 50 decks from competitors.

Our  strategy  for meeting the  competition  is to add to and improve the online
design/purchasing experience; secure partnerships,  licensing arrangements,  and
advertising co-op arrangements with high-visibility  brand owners that share our
customer   base  (e.g.,   motorcycle   manufacturers   and   dealers,   military
organizations,  beer  companies,  etc.);  and make sure that it stays easy to do
business with us.

PRINTING SOFTWARE

Our  competitors  in  the  market  for  our  printing   software  are  primarily
pre-existing, large-run lithographic print companies.

We believe  that we are posed to be able to provide a way,  through our printing
software,  to meet  the  specialized  needs  of  market  to  produce  individual
high-resolution,  print to ready  images,  in a  cost-effective,  efficient  and
automated way that our competitors are unable.


MARKETING PLAN POTENTIAL

Our marketing  strategy is to  aggressively  promote and support the significant
features  unique  to the  product  and to use  public  relations  media  and web
presence to clearly demonstrate the advantages of the product offerings.

These advantages include:

o    Triple-laminated paper stock with a plastic finish
o    A high degree of available customization requiring little skill or computer
     knowledge
o    A cycle time that is dramatically shorter than the competitive printers
o    Aggressive pricing

The proposed marketing mix includes advertising,  affiliate support, banner ads,
direct mail, a public relations campaign,  and sponsorship of local and regional
poker tournaments.

DISTRIBUTION CHANNELS

Our marketing  strategy  includes selling the product through several  channels,
including  direct to business  for retail  sales and  promotions,  and direct to
consumers. In all cases, we will be offering our products through our website..

We will actively  create and maintain  house  accounts for businesses and larger
organizations.

ADVERTISING, PROMOTIONS, AND PUBLIC RELATIONS

Our advertising,  promotions,  and public relations strategy is to profile us as
the premier distributor of not only custom playing cards, but also as a licensor
of custom printing  software.  One of the keys of the strategy is not to compete
on price alone, thus avoiding any comparison in which we would be forced to deal
with the products as a commodity.


                                       28


We intend to utilize  the  following  media and  methods to carry our message to
potential customers:

o    Internet promotions using Web search engines and, where appropriate, banner
     ads on complementary sites
o    Direct mail using the most suitable  lists from industry  magazines,  poker
     clubs, and associated organizations
o    Sponsorships of local and regional poker tournaments
o    Public relations  campaigns to targeted  publications  stressing the unique
     attributes of the product and the process
o    Print advertising in selected industry publications

On an  ongoing  basis,  we  intend  to  budget  our  advertising  and  marketing
investment as a percentage of total sales. By consistently  tracking the results
of our  campaigns,  we will be able to determine  the  effectiveness  of various
initiatives. This will allow us to adjust the budget allocation appropriately to
improve marketing efforts.

While some  organizations  break out public relations costs and strategies under
separate  categories,  we believe that the  interrelationship of advertising and
public  relations  demands  that  they be  linked  in  budget  and in  strategic
implementation.

SALES STRATEGY

Our products will be available over the Web and through direct sales efforts for
commercial and business  accounts..  Customers will be attracted to the Web site
through our direct marketing to high-yield organizations (poker clubs, etc.) and
businesses, and web advertising through numerous avenues.

PRODUCTION AND DELIVERY

Production will be provided by strategic partners and full-service  printing and
fulfillment companies with significant experience in producing playing cards and
they will  maintain any necessary  inventory as part of their  ongoing  business
operations.  Key  considerations in terms of production and delivery include the
rising costs of fuel and electricity,  transportation costs, availability of raw
materials,  adequate  personnel to meet demand, and technology  integration.  At
this time, we expect that we will hold no inventory of finished card decks,  but
will maintain limited inventory of pre-printed "tuck" boxes.

Delivery options for the finished product will be offered to and paid for by the
customer and processed through our Web site.

MARKET ANALYSIS

INDUSTRY ANALYSIS

We believe that the market for high-end  personalized  playing cards is a subset
of the  poker/gaming  market and, as such, there are no reliable figures at this
time to predict growth or even estimate the total size of the market.

In 2003,  according to most gaming industry  sources,  there was an explosion of
interest in poker;  the awareness was especially  intense around the game called
"Texas  Holdem." The point of  crystallization  for all this  attention  was the
debut of the World Poker Tour on the Travel Channel.  Based upon our research we
believe  that  millions  of  Americans  play  poker on a  regular  basis and are
potential customers.

                                       29



STRENGTHS, WEAKNESSES, OPPORTUNITIES, AND THREATS (SWOT ANALYSIS)

STRENGTHS

o    Our management is involved in our core business on a day-to-day basis.
o    By outsourcing  printing and production to strategic partners,  we will not
     incur  significant  startup costs  associated with the purchase of high-end
     digital printing equipment.
o    Outsourcing allows us to obtain other suppliers as needed without investing
     significant amounts of time or capital.
o    The product line will start small and well  focused,  allowing us to easily
     adapt to market changes.
o    The  management  team has extensive  experience  in Internet  marketing and
     e-commerce,  allowing us to fully  capitalize  on our  customer  base while
     reducing administrative costs.

WEAKNESSES

o    Because of our  position as a startup,  we are not a  household  name among
     prospective customers,  and the cost to raise us to "top-of-mind" awareness
     will be higher than for an established company.

o    The  order/production  process  will  need to be  tested  during  a  phased
     rollout,  which will  delay our full  production  capabilities  by 30 to 90
     days.

o    Documented processes and procedures,  along with the integrated  technology
     deployment,  are still in the development stage, and an unforeseen delay or
     loss of key personnel could hold up the product launch.

THREATS AND RISKS TO OUR BUSINESS PLAN

o    The  fast-growing  interest in poker could be a fad that burns out quickly,
     leaving a smaller core than expected.
o    A significant  downturn in the American  economy would reduce the amount of
     disposable income available to our target audience.
o    Other  competitors  could move quickly to match our performance by offering
     similar  products  and design  amenities,  forcing  us to invest  more than
     expected in product development.
o    Too much success too quickly could  overwhelm our systems,  creating  order
     and fulfillment  problems including the increased  possibility of poor work
     slipping through to the  marketplace,  resulting in high levels of customer
     dissatisfaction.

CUSTOMER PROFILES

PLAYING CARDS

We believe  that there are three common  customer  types that make up our target
market:

o    The most typical  customer  for our product is a male,  25 to 65 years old,
     with an outgoing  personality  and an interest in poker.  The customer will
     believe  that he has  certain  flair  and will  compete  with his  peers to
     demonstrate this as an actuality.
o    Poker clubs and regional  tournaments that want something  special to brand
     their events.
o    Businesses  that  purchase  the  product for  special  celebrations  and to
     promote their organizations.

It is likely that potential  customers are going to be familiar with similar and
existing  products and that they will accept  Tombstone's new offering  provided
that we can clearly and succinctly demonstrate the product advantages.

PRINTING SOFTWARE

Our printing  software has been  designed for use, not only by the  customers of
printing  shops but also by specialty  product  producers.  The customers of our
printing  software  will be  interested  in being  able to  individualize  their
product,  since  they will be able to use the  printing  software  to create and
customize graphics and text.


                                       30


PRODUCT STRATEGY

CURRENT PRODUCT

Our playing  cards,  our sole current  product,  consists of a standard  deck of
poker-sized   cards,   printed  in  full  color  and  packaged  in   pre-printed
Tombstone-branded  tuck boxes  that  allow the custom  design of the cards to be
seen and displayed.  Development of new products and existing  product  upgrades
for the normal course of business is planned for 2008.


PROPRIETARY TECHNOLOGY/INTELLECTUAL PROPERTY

Our products will be protected under the following:

o    Tombstone Cards is the trademark of Tombstone Cards,  Inc.  Registration of
     the trademark is in process.
o    We own the domain  names  "tombstonecards.com",  "tombstone-cards.com"  and
     "tombstonetechnologies".
o    On December 27, 2007, we filed a provisional  patent  application  with the
     United  States  Patent  and  Trademark   Office  (USPTO)  titled   INTERNET
     APPLICATION FOR THE DESIGN OF HIGH RESOLUTION DIGITAL GRAPHICS.

We have  completed the  development  of our custom "pip" design for the faces of
the  cards,  (A  "pip" is the  term  used to  describe  the  faces of the  cards
including  the suit  designs  {hearts,  clubs,  spades and  diamonds},  the font
selection and the proprietary design of the "court cards" {Jacks, Queens, Kings,
Aces}).  We  are in the  process  of  developing  proprietary  templates  and an
associated customization process for the Web.


PRODUCT LIFE CYCLES

The life cycle for the customized playing cards depends on how and when they are
used.  However,  the actual life cycle of the product is not what drives  repeat
business;  instead, it is the perceived value of the product and how it supports
the branding or personal identification of the customer.

Because  playing cards have been around for so long,  usage or adoption will not
be a limiting factor.  Instead,  our ability to continue to produce more options
for the repeat buyer while increasing the size of the market will be critical.

TESTING

Our Web  technology  is being  developed to allow  products  customized  via the
Internet,  along with the  integration  of an existing  product that supports an
e-commerce solution.

We intend to test the following  tasks and  operations  in the pilot  production
process:

TASK/OPERATION

o        Product technology and methods
o        Key vendors
o        Processing sequence and repeatability
o        Specifications and control measures
o        Production lead time and volume standards

Processes are being tested to ensure optimal cost-effective, quality output.

Testing has been conducted  since August 2006 and will continue  through January
2007 at various  facilities  and those of our  strategic  partners/providers  of
services.

Volume testing will be  accomplished by printing  customized  cards as demos for
salespeople,  early  adapters,  selected  test outlets,  and our corporate  use.
During this test phase, we will be working with the actual  printing  process as
well as the order and inventory system,  Web tools,  Internet shopping cart, and
credit verification systems.

                                       31



INVENTORY, PRODUCTION COSTS, AND CAPITAL INVESTMENT

PLAYING CARDS


Key factors in the manufacturing and distribution processes include:

o    Cost,  availability,  and lead time  required for  delivery of  specialized
     paper
o    Press availability
o    Cost of template and graphic development
o    Shipping costs
o    Internet availability and security

Raw materials, components, and subassemblies required for production are handled
directly  by  sub-contractors.  The  only  inventory  requirement  will  be  for
pre-printed  tuck boxes which are available  with a three week lead at a cost of
$.10  per  box,  based  on an order of  50,000  units.  We will not  maintain  a
preprinted finished inventory of playing cards.

KEY SUPPLIERS

PLAYING CARDs

Key suppliers may include:

o        StoreFront Software                                (under contract)
o        Viatek - Web hosting/application servers           (under contract)
o        OtherSide Creative, Inc. - Graphic Design          (not under contract)

We intend to order or engage these suppliers on an as needed, project by project
basis.

UNIT PRICE

The full price for each unit is between $5 and $8, and the expected average unit
sales price, based on the projected customer mix, will be $5.86 per unit.

UNIT COST

We project that unit cost will be  approximately  $2.60 per unit at startup.  We
believe  that we can reduce this cost as we ramp up and gain  economies of scale
in purchasing and production.

INVENTORY COSTS

The only inventory costs we will have will consist of the pre-printed tuck boxes
discussed earlier.

SALES OBJECTIVES

To achieve this  objective,  we plan to actively  promote our product  through a
carefully  designed  marketing  mix  of  advertising,  public  relations,  event
sponsorships,  and direct mail while  solidifying and expanding our distribution
channels, establishing strategic partnerships, and introducing new products.

CAPITAL REQUIREMENTS

Our initial  total  capital  requirements  are  projected at $518,000,  which we
believe is  sufficient  for  operations  for the next  twelve  months  under our
Limited Operations Budget.

                                       32


These funds will be used to:

o    Finalize the proprietary Web customization program
o    Implement our marketing plan
o    Hire staff
o    Build out our infrastructure
o    Augment  our staff to support and sustain  prolonged  growth  under the new
     marketing plan
o    Maintain working capital

WEB SALES AT TOMBSTONECARDS.COM AND TOMBSTONETECHNOLOGIES.COM

PLAYING CARDS

The  primary  sales  goal  of our  marketing  effort  will  be to  reach  out to
businesses and organizations  along with affinity group customers and drive them
to visit WWW.TOMBSTONECARDS.COM.

PRINTING SOFTWARE

The  primary  sales  goal  of our  marketing  effort  will  be to  reach  out to
businesses and individuals and drive them to visit WWW.TOMBSTONETECHNOLOGIES.COM

Our Web sites have been launched and are currently functioning.

PRICING

We are offering our playing card product to individuals,  groups, and businesses
on a sliding  scale,  starting at $8.00 per unit based on a minimum  order of 24
decks.  This price structure will vary based on the size and/or frequency of the
order.  Discounts for businesses and commercial accounts are available and begin
at an order  size of 1/2  gross.  This  policy  may be  adjusted  as  sales  and
conditions warrant.

Our printing  software will be available to be licensed  through either purchase
or as a hosted  solution.  A full  purchase  allows the  customer to license the
software,  while the hosted solution allows the user to use the software through
our  website  at  www.tombstonetechnologies.com.  We  will  continue  to use our
existing software product in the design of our playing card product.


INTERNATIONAL

At this time, we do not intend to offer  international sales (with the exception
of Canada). Any orders coming in over the Internet from outside these areas will
be treated on an individual basis.

GOALS

OUR GOALS

In order for us to attain the  results as  described  in our vision and  mission
statements,  we must achieve the following primary strategic goals: (Note: these
are "goals" only and there is no assurance  whatsoever that we can  successfully
achieve all or any of these goals.)

Operations:  We are designing and  developing  the  infrastructure  necessary to
support our sales goals. Our Internet sites are fully operational, and the first
orders  have been  processed.  We are  designing  the  ability to quickly  scale
operations  and  this  will  be  embedded  in  the  technology  and  operational
architecture.  We are  continuing  to test and  develop  the  version 2.0 of our
OIEPrint Software.

Products: In order to encourage repeat business, we intend to continue to expand
and refine our initial  product line by offering new  templates,  services,  and
options on an ongoing and regular basis.

                                       33


PLAN OF OPERATION

The following table presents the projected  Budget for the next twelve months to
be funded  through this  offering.  We anticipate  using any funds raised by the
exercise  of  Warrants  for which  Shares are  registered  in this  registration
statement  to pay listed  categories  as shown in Tables V and VI,  without  any
priority to category.  Management will have complete  discretionary control over
the actual  utilization  of said funds and there can be no  assurance  as to the
manner or time in which said funds will be utilized.

The following represents our projected operations time line:

In July of 2007, our web site went live with our proprietary design tool and the
e-commerce   functionality  needed  to  support  sales  over  the  Internet.  We
instituted a "soft rollout" in order to test the  functionality  and performance
of the system.  Based on results and feedback,  we have made  modifications  the
site and our processes.  We also have taken the results from our sales analysis,
combined  with our PR and media  research and  determine  placement of our first
spot buys in poker magazines.

In  December  of 2007,  we created  our  Tombstone  Technologies  Division  (the
Technology Division). The Technology Division was created in order to handle the
development, marketing and licensing of our proprietary OIEPrint(TM) software, a
web to print  template  driven  application.  On December 27,  2007,  we filed a
provisional  patent  application  with the United  States  Patent and  Trademark
Office (USPTO) titled  Internet  Application  for the Design of High  Resolution
Digital Graphics.

Office  occupancy will require lease  expenses for copiers and capital  expenses
for network printers and a VoIP (Voice over Internet Protocol) phone system. The
capital  expense is  projected  to be under  $20,000  for office  furniture  and
equipment.

Computer  systems,  including  software  and servers  required  for  back-office
operations  are already  purchased and in place and are being hosted in a secure
data center in  Westminster,  Colorado.  While our Internet  servers will remain
there, the third server will be placed in our office and support the network and
computer  infrastructure  including VPN (Virtual  Private  Network) links to the
data center and our  ecommerce  software.  Our monthly  costs for hosting and IT
support is currently running less than $1000 per month.

We will continue to make  adjustments to the advertising  buys and ad placements
based on continuing analysis.

If business volume supports it, we anticipate  adding 5 more employees  bringing
our total  staffing to 9  employees.  These  staff  additions  will  necessitate
purchasing additional computers, software, furniture and office materials.

We will  continue  to analyze  customer  purchases,  focusing  on the use of our
pre-designed templates that allow a high level of customization.  Based on these
observations we will add to our library of templates, adding more choices to the
most popular  areas,  making  alterations  in or  eliminating  templates for low
sellers.   All  changes  will  be  tested  in  an  off-line  environment  before
integration into the live site.

We have already  tested the design,  production  and delivery of our  customized
playing Cards and, therefore,  do not anticipate any additional product research
and development.

Because our  production is  outsourced,  we do not  anticipate  any  significant
purchases of equipment or real property in order to implement our business plan.

Early  investment will continue to be in the development of the web site and the
supporting software.  With most of the work already completed,  and beta testing
already  under  way,  we  have  budgeted  $15,000  for  the  deployment  of  our
proprietary  design tool, systems  integration and continued  development of our
design templates. This amount was spent in the period up to June 30, 2007.

The following table presents the projected  Budget for the period of August 2007
through  August 2008, of which we have  approximately  $233,000 on hand at April
29, 2008,  and budget for  expanded  operations  funded  through our offering of
Shares underlying Warrants. We anticipate using the funds raised by our Offering
of Shares underlying Warrants to pay listed categories as shown in Tables IV and
V without  ascribing  any priority to category.  Management  will have  complete
discretionary control over the actual utilization of said funds and there can be
no assurance as to the manner or time in which said funds will be utilized.


                                       34


                                    TABLE IV
                            LIMITED OPERATIONS BUDGET
                      (ASSUMING NO OTHER CAPITAL IS RAISED)


CATEGORIES                                             FROM CASH ON HAND
Salaries                                                        $125,000
Equipment                                                        $15,000
Marketing                                                       $150,000
General and Administrative                                       $75,000
Working Capital                                                 $110,000
                                     ------------------------------------
Website Development                                              $25,000
                                     ====================================
TOTAL                                                           $500,000

We reserve the right to reallocate the funds  according to changing  events.  We
believe  the cash on hand is  sufficient  to fund our  initial  limited  capital
requirements on a limited budget for a period of twelve months.  There can be no
assurance we will not require  additional  funds.  The availability and terms of
any future financing will depend on market and other  conditions.  The amount of
proceeds and uses are based upon the  projections by our  Management,  which may
also change according to unforeseen future events and market changes.

The  Company  currently  has no plans to raise  additional  capital  other  than
through  Warrant or Option  exercises.  Based upon the launching of our web site
and marketing efforts in July 2007, it is anticipated that revenues resulting in
positive cash flow will generate  sufficient  funds for current  operations  and
projected growth. If additional capital is required,  the Company could create a
debt instrument,  a private placement offering targeting accredited investors or
if a successful  market  should  occur,  the exercise of our "A" Warrants or "B"
Warrants.

In the event we are unable to achieve  additional  capital  raising  through our
Warrants  exercise,   we  will  limit  operations  to  fit  within  our  capital
availability.  In such event, we will probably seek loans for operating capital.
We have not achieved any commitments for loans from any source. In any event our
business   can  be   operated   with  a   skeleton   staff   and  have   limited
advertising/marketing  budget,  which could cause us to remain  unprofitable and
eventually fail.



                                                     TABLE V
                          BUDGET ASSUMING "A" WARRANTS AND "OTHER" WARRANTS ARE EXERCISED

==================================================== ============= =============== ============= =================
 EXPENDITURE ITEM                                        25%            50%            75%             100%
---------------------------------------------------- ------------- --------------- ------------- -----------------
---------------------------------------------------- ------------- --------------- ------------- -----------------
                                                                                           
Salaries                                                 $291,059        $581,804      $872,706        $1,309,059
Equipment                                                 $35,000         $90,000      $135,000          $168,750
Marketing                                                $157,343        $345,000      $529,500          $662,875
General & Administrative                                 $220,598        $441,196      $662,875       $812,242.50
Working Capital                                          $253,125        $506,250      $759,375       $965,218.75
Website Development                                       $50,000         $50,000       $75,000       $126,354.75
---------------------------------------------------- ------------- --------------- ------------- -----------------
TOTAL                                                  $1,007,125      $2,014,250    $3,021,375        $4,028,500
==================================================== ============= =============== ============= =================



                                                    TABLE VI
                             BUDGET ASSUMING "B" WARRANT EXERCISE AT $5.00 PER SHARE
            AND THAT PROCEEDS OF "A" WARRANTS EXERCISED HAVE BEEN USED AS SHOWN IN TABLE V ABOVE.

==================================================== ============= =============== ============= =================
 EXPENDITURE ITEM                                        25%            50%            75%             100%
---------------------------------------------------- ------------- --------------- ------------- -----------------
---------------------------------------------------- ------------- --------------- ------------- -----------------
                                                                                           
Salaries                                                 $737,500      $1,475,000    $2,212,500        $2,950,000
Equipment                                                $250,000        $500,000      $750,000        $1,000,000
Marketing                                                $750,000      $1,500,000    $2,250,000        $3,000,000
General & Administrative                                 $225,000        $450,000      $675,000          $900,000
Working Capital                                          $250,000        $500,000      $750,000        $1,000,000
Website Maintenance                                       $25,000         $50,000       $75,000          $100,000
---------------------------------------------------- ------------- --------------- ------------- -----------------
TOTAL                                                  $2,237,500      $4,475,000    $6,712,500        $8,950,000
==================================================== ============= =============== ============= =================

                                       35


RESULTS OF OPERATIONS

FOR THE YEAR ENDED  DECEMBER  31, 2007  COMPARED TO THE YEAR ENDED  DECEMBER 31,
2006

During the year ended December 31, 2007, we recognized  revenues of $43,759 from
the sale of our custom playing  cards.  During the year ended December 31, 2006,
we did not recognize any revenues from our operations.

In  connection  with the $43,759 in revenue  during the year ended  December 31,
2007,  we incurred  cost of sales of $22,886 and  recognized  a gross  profit of
$20,873.

During the year ended December 31, 2007, we incurred general and  administrative
expenses of $385,244  compared to $181,206  during the year ended  December  31,
2006.  The  increase of $204,038  was due in part to our  increased  operational
activities  compared to the prior period.  During December 31, 2007, general and
administrative  expenses include stock based  compensation  expenses of $48,205,
advertising  expenses  of  $32,275,  accounting  expenses  $27,555  and  payroll
expenses of $95,000.

During the year ended  December  31,  2007,  we  incurred a net loss of $342,425
compared to a net loss of $168,733 for the year ended  December  31,  2006.  The
increase  of  $173,692  was  due  to  the  $204,038   increase  in  general  and
administrative  expenses  which was  offset by the gross  profit of $20,873 as a
result of sales of our product during the year.

During the year ended  December 31, 2007,  we recognized a net loss per share of
$0.11  compared to a net loss per share of $0.09 per share during the year ended
December 31, 2006.

LIQUIDITY

At December 31,  2007,  we had cash and cash  equivalents  of $313,498 and total
current assets of $334,305 and current  liabilities  of $3,018.  At December 31,
2007, current assets exceed current liabilities by $331,287.

Net cash used in operating  activities  during the year ended  December 31, 2007
was $293,450,  compared to net cash used in operating activities during the year
ended  December 31, 2006 of $159,005.  During the year ended  December 31, 2007,
the net cash used  represented  a net loss of  $342,425,  adjusted  for  certain
non-cash items consisting of sock based compensation of $48,205 and depreciation
expense of $8,168.

During the year ended  December 31, 2006,  the net cash used  represented  a net
loss of $168,733,  adjusted  certain  non-cash  items  consisting of contributed
services  of  $10,000,  stock based  compensation  of $13,825  and  depreciation
expense of $825.

During the year ended  December  31,  2007,  we used cash of $27,453 to purchase
equipment.  During the year ended  December 31, 2006, we used cash of $17,186 to
purchase equipment.

During the year ended  December 31, 2006, we received  $865,000 cash through the
sale of shares of our  common  stock and  incurred  offering  costs of  $60,695.
During the year ended  December 31, 2006,  we received net cash of $804,305 from
financing activities.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

DESCRIPTION OF PROPERTY

We do not own any property, real or otherwise.  For the first year, we conducted
administrative  affairs from the office  located in the home of our Chairman and
CFO, Neil A. Cox, at no cost to us. Our current  office  address is 2400 Central
Avenue, Suite G, Boulder, Colorado 80301.


                                       36


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the stock transactions  discussed below, we have not entered into any
transaction  nor  are  there  any  proposed  transactions  in  which  any of our
founders,  directors,  executive  officers,  Shareholders  or any members of the
immediate  family of any of the foregoing had or is to have a direct or indirect
material interest.

On  July  6,  2005,  we  sold  500,000   Shares  of  our  Common  Stock  to  our
CFO/Secretary/Treasurer  (Neil A. Cox) for $5,000, or $.01 per Share. Our Common
Stock had no quoted market value on the date of the  transaction.  Mr. Cox would
be considered a promoter.

On July 14, 2005,  we sold 500,000  Shares of our Common Stock to our  President
(John N. Harris) for $5,000,  or $.01 per Share.  Our Common Stock had no quoted
market value on the date of the  transaction.  Mr.  Harris would be considered a
promoter.

We have engaged as a consultant  Capital  Merchant Banc under an Agreement which
provides  for the vesting of 600,000  Warrants  to purchase  Shares at $0.55 per
Share based upon performing  consulting services for which it is paid $3,000 per
month. When vested Capital Merchant Banc could acquire an amount of Shares equal
to 15.66% of the issued and  outstanding  Common  Stock prior to exercise of any
Warrants.  These Warrants expire August 31, 2009 with an Option to acquire a new
two year Warrant at $0.55 for 600,000 if the stock price has not closed at $0.50
for 30 days.  Capital  Merchant Banc Warrants are vested upon  completion of the
consulting  services for: 1. Product Public Relations Program;  2. Sales Program
design; 3. Corporate  Awareness Program and structure advice which we deem to be
substantially complete.

The President,  CFO and COO/CTO  contributed  their  management  services to our
business  until June 30, 2006. The President and CFO were paid for July 2006 and
August  2006 at the rate of $3,000  per month in  August  2006,  plus a bonus of
$3,000 for deferring  payment  until August 2006.  The COO/CTO was paid for July
2006 and  August  2006 at the rate of $3,500  per month in August  2006,  plus a
bonus of $3,000 for deferring payment until August 2006.

There are no promoters  being used in relation to this  offering.  No person who
may, in the future,  be considered a promoter of this offering,  will receive or
expect to receive assets,  services or other  considerations  from us. No assets
will be, nor expected to be, acquired from any promoter on behalf of us. We have
not entered into any agreements that require disclosure to the Shareholders.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our Common Stock is presently traded on the  over-the-counter  market on the OTC
Bulletin  Board  maintained  by  the  Financial  Industry  Regulatory  Authority
("FINRA").  In October 2007,  we began trading on the over the counter  bulletin
board  under the  symbol  "TMCI."  During the  period of  October  2007  through
December 31, 2007, our shares did not trade.

During the period of January 1, 2008 through  March 31,  2008,  our common stock
had limited trading. On March 31, 2008, our shares of common stock had a high of
$0.90 and a low of $0.85.

In addition to our common stock,  in October 2007, we began trading our units on
the OTC Bulletin Board. A unit consists of 1 share of our common stock, 1 of our
"A" Warrants and 1 of our "B" Warrants.  The Units trade on the over the counter
bulletin  board  under the symbol  "TMCIU".  During  the period of October  2007
through March 31, 2008, our Units have not traded.

The  offering of the Shares  registered  hereby  could have a material  negative
effect on the market price for the stock.

RULES GOVERNING  LOW-PRICE STOCKS THAT MAY AFFECT OUR  SHAREHOLDERS'  ABILITY TO
RESELL SHARES OF OUR COMMON STOCK

Our stock  currently is not traded on any stock  exchange or quoted on any stock
quotation  system.  After  filing  the  registration  statement  in  which  this
prospectus is included,  we intend to solicit a broker to apply for quotation of
Common Stock on the FINRA's OTC/BB.

Quotations on the OTC/BB reflect  inter-dealer  prices,  without retail mark-up,
markdown or commission and may not reflect actual transactions. Our Common Stock
will be subject to certain rules adopted by the SEC that regulate  broker-dealer
practices  in  connection  with  transactions  in "penny  stocks."  Penny stocks
generally are securities with a price of less than $5.00,  other than securities
registered  on  certain  national  exchanges  or  quoted on the  Nasdaq  system,
provided  that  the  exchange  or  system  provides  current  price  and  volume

                                       37


information with respect to transaction in such securities. The additional sales
practice and disclosure  requirements  imposed upon  broker-dealers  are and may
discourage  broker-dealers from effecting transactions in our Shares which could
severely limit the market  liquidity of the Shares and impede the sale of Shares
in the secondary market.

The penny stock rules require broker-dealers,  prior to a transaction in a penny
stock  not  otherwise  exempt  from the  rules,  to make a  special  suitability
determination  for the purchaser to receive the  purchaser's  written consent to
the transaction prior to sale, to deliver standardized risk disclosure documents
prepared by the SEC that provides  information about penny stocks and the nature
and  level of risks in the  penny  stock  market.  The  broker-dealer  must also
provide the customer with current bid and offer  quotations for the penny stock.
In addition,  the penny stock regulations  require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the SEC relating to the penny stock market,  unless the  broker-dealer or the
transaction is otherwise  exempt.  A broker-dealer  is also required to disclose
commissions  payable to the broker-dealer and the registered  representative and
current  quotations for the securities.  Finally, a broker-dealer is required to
send monthly statements  disclosing recent price information with respect to the
penny stock held in a  customer's  account and  information  with respect to the
limited market in penny stocks.

HOLDERS

As of the filing of this  prospectus,  we have 36  Shareholders of record of our
Common Stock. Sales under Rule 144 are also subject to manner of sale provisions
and notice  requirements and to the  availability of current public  information
about us. Under Rule 144(k),  a person who is not one of our  affiliates  at any
time during the three months  preceding a sale, and who has  beneficially  owned
the Shares proposed to be sold for at least 6 months, is entitled to sell Shares
without complying with the manner of sale, public information, volume limitation
or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold 1,025,000
Shares, which may be sold pursuant to this Registration Statement

DIVIDENDS

As of the  filing  of this  prospectus,  we  have  not  paid  any  dividends  to
Shareholders.  There are no  restrictions  which  would limit our ability to pay
dividends  on common  equity  or that are  likely  to do so in the  future.  The
Colorado  Revised  Statutes,  however,  do prohibit us from declaring  dividends
where, after giving effect to the distribution of the dividend;  we would not be
able to pay our debts as they become due in the usual course of business; or our
total assets would be less than the sum of the total liabilities plus the amount
that would be needed to satisfy the rights of Shareholders who have preferential
rights superior to those receiving the distribution.




                 [ REMAINDER OF PAGE LEFT BLANK INTENTIONALLY ]








                                       38


                      EXECUTIVE AND DIRECTORS COMPENSATION

                                  COMPENSATION

The following table sets forth certain  information  concerning  compensation of
the President and the Company's two most highly  compensated  executive officers
for the years ended December 31, 2007 and 2006 the "Named Executive Officers"):


                                           SUMMARY EXECUTIVES' COMPENSATION TABLE

                                                                        NON-EQUITY    NON-QUALIFIED
                                                                         INCENTIVE       DEFERRED
                                                 STOCK       OPTION    PLAN COMPEN-    COMPENSATION      ALL OTHER
NAME & POSITION               SALARY     BONUS     AWARDS     AWARDS      SATION         EARNINGS      COMPENSATION      TOTAL
                    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           2006      18,000     3,000       0          0            0              0                0          21,000
Officer(1)

William Reilly,     2007      42,000       0         0          0            0              0                0          42,000
COO/CTO(1)          2006      21,000     3,500       0        2,500          0              0                0          27,000
                                                               (2)
----------------- ---------- ---------- -------- ----------- --------- -------------- --------------- ---------------- ----------

(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.

Up until June 30, 2006 our officers had served  without  salary and  contributed
their  services,  and thereafter we have paid the President and CFO at a rate of
$3,000 per month on a month to month basis without contract. The COO/CTO is paid
at a rate of $3,500 per month on a month to month basis without contract.

                                       39



                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth certain information concerning outstanding equity
awards held by the  President  and the  Company's  two most  highly  compensated
executive  officers  for the fiscal  year  ended  December  31,  2007 the "Named
Executive Officers"):


                                          OPTION AWARDS                                              STOCK AWARDS
-------------- ------------ -------------- ------------ ----------- ------------ ------------- ----------- -------------- ----------
                                                                                                                            Equity
                                                                                                                          incentive
                                             Equity                                                                          plan
                                            incentive                                                         Equity       awards:
                                              plan                                                           incentive    Market or
                                             awards:                                                           plan         payout
                 Number of    Number of     Number of                             Number of      Market       awards:      value of
                securities    securities   securities                             shares or     value of     Number of     unearned
                underlying    underlying   underlying                              units of     shares of    unearned      shares,
                unexercised  unexercised   unexercised     Option     Option      stock that    units of      shares,      units or
                  options    options (#)    unearned      exercise  expiration     have not    stock that    units or       others
     Name           (#)      unexercisable   options       price       date         vested      have not       other     rights that
                exercisable                    (#)          ($)                       (#)        vested       rights       have not
                                                                                                   ($)       that have      vested
                                                                                                            not vested       ($)
                                                                                                                (#)
-------------- ------------ -------------- ------------ ----------- ------------ ------------- ----------- -------------- ----------
                                                                                                  
Neil A. Cox         -0-          -0-           -0-         $ -0-         -           -0-          $ -0-         -0-          -0-

John N. Harris      -0-          -0-           -0-         $ -0-         -           -0-          $ -0-         -0-          -0-

William H.        100,000        -0-           -0-         $ 0.55     8/2009         -0-          $ -0-         -0-          -0-
Reilly


                              DIRECTOR COMPENSATON
The following table sets forth certain information concerning  compensation paid
to the  Company's  directors  for  services  as  directors,  but  not  including
compensation  for  services as officers  reported  in the  "Summary  Executives'
Compensation Table" during the year ended December 31, 2007:



                                                                                       Non-qualified
                                                                        Non-equity       deferred
                   Fees earned or                                       incentive      compensation       All other
                    paid in cash     Stock awards     Option awards        plan          earnings       compensation         Total
      Name               ($)              ($)              ($)         compensation         ($)            ($) (1)            ($)
                                                                           ($)
----------------- --------------- ----------------- ---------------- ---------------- --------------- --------------- --------------
                                                                                                        
Neil A. Cox             $ -0-            $ -0-            $ -0-           $ -0-            $ -0-            $ -0-            $ -0-


John N. Harris          $ -0-            $ -0-            $ -0-           $ -0-            $ -0-            $ -0-            $ -0-


William H.              $ -0-            $ -0-            $-0-            $ -0-            $-0-             $ -0-            $ -0-
Reilly


All of our  officers  and/or  directors  will  continue  to be  active  in other
companies.  All officers and directors  have retained the right to conduct their
own independent business interests.

It is  possible  that  situations  may arise in the  future  where the  personal
interests of the officers and directors may conflict  with our  interests.  Such
conflicts could include  determining  what portion of their working time will be
spent on our business and what portion on other business  interest.  To the best
ability and in the best judgment of our officers and directors, any conflicts of
interest  between us and the personal  interests  of our officers and  directors
will be  resolved  in a fair  manner  which  will  protect  our  interests.  Any
transactions  between us and entities affiliated with our officers and directors
will be on terms  which are fair and  equitable  to us.  Our Board of  Directors
intends to continually review all corporate  opportunities to further attempt to
safeguard against conflicts of interest between their business interests and our
interests.

We have no  intention of merging  with or  acquiring  an  affiliate,  associated
person or  business  opportunity  from any  affiliate  or any client of any such
person.

Directors receive no compensation for serving.

FINANCIAL STATEMENTS

The financial  statements of Tombstone  Cards,  Inc. appear on pages F-1 through
F-14.

                                       40


CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND  FINANCIAL
DISCLOSURES

Not applicable.









































                                       41





                              TOMBSTONE CARDS, INC.

                              Financial Statements

                                December 31, 2007


     (With Report of Independent Registered Public Accounting Firm Thereon)


























                                       F-1









             Report of Independent Registered Public Accounting Firm





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


We have audited the accompanying  balance sheet of Tombstone  Cards,  Inc. as of
December  31,  2007,  and the  related  statements  of  operations,  changes  in
shareholders'  equity,  and cash  flows  for each of the  years in the  two-year
period  ended   December  31,  2007.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Tombstone Cards,  Inc. as of
December 31, 2007, and the results of its operations and its cash flows for each
of the years in the two-year  period ended December 31, 2007, in conformity with
accounting principles generally accepted in the United States of America.


/s/ Cordovano and Honeck LLP
----------------------------
Cordovano and Honeck LLP
Englewood, Colorado
March 17, 2008


                                      F-2






                                     TOMBSTONE CARDS, INC.
                                         Balance Sheet
                                       December 31, 2007

                                                                                 
Assets
Current assets
    Cash and cash equivalents.......................................................$            313,498
    Accounts receivable, net........................................................               9,256
    Inventory, at cost..............................................................              10,057
    Prepaid expenses................................................................               1,494
                                                                                    ---------------------
               Total current assets.................................................             334,305
    Equipment, net of accumulated depreciation of $15,481...........................              42,414
                                                                                    ---------------------

               Total assets.........................................................$            376,719
                                                                                    =====================

                             Liabilities and Shareholders' Equity
Current liabilities:
    Accounts payable and accrued liabilities........................................$                578
    Deferred revenue................................................................                 448
    Current portion - capital lease obligation......................................               1,992
                                                                                    ---------------------

               Total current liabilities............................................               3,018

Capital lease obligation, less current portion......................................               4,776
                                                                                    ---------------------

               Total liabilities....................................................               7,794
                                                                                    ---------------------

Shareholders' equity
    Common stock....................................................................             816,305
    Additional paid-in capital......................................................              82,030
    Deficit accumulated during development stage....................................            (529,410)
                                                                                    ---------------------

               Total shareholders' equity...........................................             368,925
                                                                                    ---------------------

               Total liabilities and shareholders' equity...........................$            376,719
                                                                                    =====================



                 See accompanying notes to financial statements
                                      F-3




                                     TOMBSTONE CARDS, INC.
                                    Statements of Operations

                                                                            For the Year                    (Inception)
                                                                               Ended                          Through
                                                                            December 31,                    September 30,
                                                                           ------------------------------
                                                                               2007            2006             2007
                                                                           --------------  ---------------------------------
                                                                                                     
Sales....................................................................$      43,759     $       --               43,759
Cost of sales............................................................       22,886             --               22,886
                                                                           --------------  ---------------------------------
    Gross profit.........................................................       20,873             --               20,873
Expenses
    Selling, general and administrative expenses.........................      385,244         181,206             564,702
                                                                           --------------  -------------------------------

              Loss from operations.......................................     (364,372)       (181,206)           (543,830)
Other income
    Interest income......................................................       21,947          12,473              34,420
                                                                           --------------  ---------------------------------

              Loss before income taxes...................................     (342,425)       (168,733)           (509,410)

Income tax provision.....................................................          --               --                  --
                                                                           --------------  ---------------------------------

              Net loss...................................................$    (342,425)    $  (168,733)           (509,410)
                                                                           ==============  =================================

Basic and diluted loss per share.........................................$       (0.11)    $     (0.09)
                                                                           ==============  ==============

Basic and diluted weighted average
    common shares outstanding............................................    3,230,000       1,845,111
                                                                           ==============  ==============











                 See accompanying notes to financial statements
                                       F-4




                                     TOMBSTONE CARDS, INC.
                          Statement of Change in Shareholders' Equity

                                                                                                 Deficit
                                                                                               Accumulated
                                                                             Additional           During
                                               Common Stock                   Paid-in          Development
                                    -----------------------------------
                                        Shares             Amount             Capital             Stage              Total
                                    ----------------   ----------------   -----------------  -----------------  -----------------
                                                                                                 
Balance at April 29, 2005
  (inception).......................           --      $         --      $          --       $        --        $       --

  July and August 2005,
    sale of common stock
    at $0.01 per share,
    net of $3,000 in
    offering costs..................     1,500,000             12,000                 --                --             12,000
  Contributed services by
    founders........................           --                  --              10,000               --             10,000
  Net loss..........................           --                  --                 --            (18,252)          (18,252)
                                     ----------------   ----------------   -----------------  -----------------  -----------------

Balance at December 31, 2005........     1,500,000             12,000              10,000           (18,252)            3,748
  April through September
    2006, sale of common
    stock at $0.50 per
    share, net of $60,695
    offering costs..................     1,730,000            804,305                 --                --            804,305
  May 2006, stock options
    granted.........................           --                  --               4,800               --              4,800
  August 2006, stock options
    and warrants vested.............           --                  --               9,025               --              9,025
  Contributed services by
    founders........................           --                  --              10,000               --             10,000
  Net loss..........................           --                  --                 --           (168,733)         (168,733)
                                     ----------------   ----------------   -----------------  -----------------  -----------------

Balance at December 31, 2006........     3,230,000            816,305              33,825          (186,985)          663,145
  Stock options and warrants
    vested..........................           --                  --              48,205               --             48,205
  Net loss..........................           --                  --                 --           (342,425)         (342,425)
                                     ----------------   ----------------   -----------------  -----------------  -----------------

Balance at December 31, 2007........     3,230,000      $     816,305      $       82,030     $    (529,410)     $    368,925
                                     ================   ================   =================  =================  =================




                         See accompanying notes to financial statements
                                              F-5




                                  TOMBSTONE CARDS, INC.
                                 Statements of Cash Flows

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

                                                                      2007                2006
                                                                -----------------  -------------------
                                                                             
Cash flows from operating activities:
    Net loss................................................    $      (342,425)   $         (168,733)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
    Contributed services....................................                --                 10,000
    Stock-based compensation................................             48,205                13,825
    Depreciation Expense....................................              8,168                   825
      Change in operating assets and liabilities:
        Decrease (increase) in accounts receivable..........             (9,256)                  --
        Decrease (increase) in prepaid expenses.............              7,918                (9,412)
        Decrease (increase) in inventory....................             (4,760)               (5,297)
        Decrease in accounts payable........................             (1,299)                 (213)
                                                                -----------------  -------------------
               Net cash flows used in
                 operating activities.......................           (293,450)             (159,005)
                                                                -----------------  -------------------

Cash flows from investing activities:
    Purchase of property and equipment......................            (27,453)              (17,186)
                                                                -----------------  -------------------
               Net cash flows used in
                 investing activities.......................            (27,453)              (17,186)
                                                                -----------------  -------------------
Cash flows from financing activities:
    Proceeds from sale of common stock......................               --                 865,000
    Payments for stock offering costs.......................               --                 (60,695)
                                                                -----------------  -------------------
               Net cash flows provided by
                 financing activities.......................               --                 804,305
                                                                -----------------  -------------------

                 cash equivalents...........................           (320,902)              628,114

Cash and cash equivalents:
    Beginning of period.....................................            634,400                 6,286
                                                                -----------------  -------------------

    End of period...........................................    $       313,498    $          634,400
                                                                =================  ===================
Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
      Income taxes..........................................    $          --      $            --
                                                                =================  ===================
      Interest..............................................    $          --      $            --
                                                                =================  ===================
    Noncash investing and financing transactions:
      Equipment acquired under capital lease................    $         6,768    $             --
                                                                =================  ===================



                 See accompanying notes to financial statements
                                       F-6

                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

         (1)      Summary of Significant Accounting Policies

Organization and Basis of Presentation

Tombstone Cards, Inc.  (referenced as "we," "us," "our" in the accompanying
notes) was incorporated in the State of Colorado on April 29, 2005. We were
organized  to  engage  in  the  business  of   manufacturing   and  selling
personalized playing cards.

Development Stage Company

During 2007, we emerged from the development stage.

Use of Estimates

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities at the date of financial  statements and the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could differ from those estimates.

Cash and Cash Equivalents

We consider all highly  liquid  securities  with  original  maturities  of three
months  or less when  acquired  to be cash  equivalents.  We had  $304,489  cash
equivalents at December 31, 2007.

Accounts Receivable:

The  allowance  for doubtful  accounts,  which is $-0- at December 31, 2007,  is
based on an assessment of the collectibility of customer accounts. We review the
allowance by considering factors such as historical experience,  credit quality,
age of the accounts  receivable  balances,  and current economic conditions that
may affect a customer's ability to pay.

Inventories

Inventories  are stated at the lower of cost  (determined on an average cost) or
market value.

Equipment

Equipment  is recorded  at cost.  Expenditures  that extend the useful  lives of
equipment are capitalized.  Repairs, maintenance and renewals that do not extend
the useful lives of the  equipment  are expensed as  incurred.  Depreciation  is
provided on the straight-line method over 3 years.

Long-lived assets

Long-lived  assets  include  property  and  equipment,  equity  investments  and
intangible assets. Whenever events or changes in circumstances indicate that the
carrying  amounts of long-lived  assets may not be recoverable,  we estimate the
future cash flows, undiscounted and without interest charges, expected to result
from the use of those assets and their eventual  disposition.  If the sum of the
expected future cash flows is less than the carrying amount of those assets,  we
recognize an impairment loss based on the excess of the carrying amount over the
fair value of the assets.

Financial Instruments

The  Company  has  determined,   based  on  available  market   information  and
appropriate  valuation  methodologies,  that  the fair  value  of its  financial
instruments  approximates  carrying value. The carrying amounts of cash and cash
equivalents,  and accounts payable  approximate fair value due to the short-term
maturity of the instruments.

Income Taxes

We account for income taxes under the provisions of SFAS No. 109, Accounting for
Income  Taxes  (SFAS  109).  SFAS  109  requires  recognition  of  deferred  tax
liabilities and assets for the expected future tax consequences of events that

                                      F-7



                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

have been  included  in the  financial  statements  or tax  returns.  Under this
method,  deferred  tax  liabilities  and  assets  are  determined  based  on the
difference  between  the  financial  statement  and  tax  bases  of  assets  and
liabilities  using  enacted  tax  rates in  effect  for the  year in  which  the
differences are expected to reverse.

Advertising

All  advertising  costs are  expensed as  incurred.  Advertising  expenses  were
$32,275 and $11,667  respectively,  for the years  ended  December  31, 2007 and
2006, respectively.


Earnings (Loss) per Common Share

Basic  earnings  per share is computed by dividing  income  available  to common
shareholders  (the  numerator) by the  weighted-average  number of common shares
(the denominator) for the period.  The computation of diluted earnings per share
is similar to basic earnings per share, except that the denominator is increased
to  include  the  number  of  additional  common  shares  that  would  have been
outstanding if potentially dilutive common shares had been issued.

At December 31, 2007, there were no variances between basic and diluted loss per
share as the  impact  of the  4,570,000  options,  warrants  and  warrant  units
outstanding would have been anti-dilutive.

Share-Based Payment

In December  2004,  the FASB  issued FASB  Statement  No.  123(R),  "Share-Based
Payment",  which is a  revision  to FASB  Statement  No.  123,  "Accounting  for
Stock-Based  Compensation"  (FASB 123).  FASB Statement No. 123(R)  requires all
share-based  payments to employees,  including grants of employee stock options,
to be  recognized  in the financial  statements  based on their fair values.  We
adopted the fair value  based  method of  accounting  for  share-based  payments
effective  January 1, 2006 using the modified  prospective  method  described in
FASB Statement No. 148,  Accounting for  Stock-Based  Compensation -- Transition
and Disclosure.  The modified  prospective  method requires  companies to record
compensation cost beginning with the effective date based on the requirements of
FASB  Statement  No.  123(R)  for all  share-based  payments  granted  after the
effective  date.  There  were  no  share-based  payments  granted  prior  to the
effective date.

New Accounting Standards

In September  2006,  the FASB issued SFAS No. 157, Fair Value  Measurements,  or
SFAS No. 157.  SFAS No. 157  defines  fair value,  establishes  a framework  for
measuring  fair  value  in  accordance   with  generally   accepted   accounting
principles,  and  expands  disclosures  about  fair  value  measurements.   This
statement does not require any new fair value  measurements;  rather, it applies
under  other  accounting  pronouncements  that  require  or  permit  fair  value
measurements.  The provisions of this statement are to be applied  prospectively
as of the  beginning  of the fiscal year in which this  statement  is  initially
applied,  with  any  transition  adjustment  recognized  as a  cumulative-effect
adjustment to the opening balance of retained  earnings.  The provisions of SFAS
No. 157 are effective for the fiscal years  beginning  after  November 15, 2007;
therefore, we anticipate adopting this standard as of January 1, 2008. We do not
expect the adoption of SFAS No. 157 to have a material  impact on our  financial
statements.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering
the  Effects of Prior  Year  Misstatements  when  Quantifying  Misstatements  in
Current Year  Financial  Statements , or SAB No. 108, to eliminate the diversity
of  practice  surrounding  how public  companies  quantify  financial  statement
misstatements.  Traditionally, there have been two widely-recognized methods for
quantifying the effects of financial  statement  misstatements:  the "roll-over"
method and the "iron curtain" method.  The roll-over method focuses primarily on

                                      F-8



                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

the impact of a misstatement  on the income  statement,  including the reversing
effect of prior year misstatements,  but its use can lead to the accumulation of
misstatements in the balance sheet. The iron-curtain  method, on the other hand,
focuses primarily on the effect of correcting the period-end  balance sheet with
less  emphasis  on the  reversing  effects  of prior  year  errors on the income
statement.  In SAB No. 108, the SEC Staff  established an approach that requires
quantification of financial statement  misstatements based on the effects of the
misstatements on each financial  statement and the related  financial  statement
disclosures.  This model is commonly referred to as a "dual approach" because it
requires  quantification of errors under both the iron curtain and the roll-over
methods.  The  adoption  of SAB No. 108 did not have an impact on our  financial
statements.

In July  2006,  the FASB  issued  FASB  Interpretation  No. 48,  Accounting  for
Uncertainty in Income Taxes,  an  Interpretation  of FASB Statement No. 109 , or
FIN No. 48. FIN No. 48 provides guidance on the financial statement  recognition
and measurement of a tax position taken or expected to be taken in a tax return.
FIN 48 requires that we recognize in the financial  statements  the benefit of a
tax position if that  position  will more likely than not be sustained on audit,
based on the technical merits of the position.  FIN 48 also provides guidance on
derecognition,  classification,  interest and  penalties,  accounting in interim
periods,  disclosures,  and transition  provisions.  FIN No. 48 is effective for
fiscal years beginning after December 15, 2006, and we adopted FIN No. 48 at the
beginning of fiscal  2007.  The adoption of FIN No. 48 did not have an impact on
our financial statements.

In July 2006,  the FASB issued EITF Issue No.  06-3,  How Taxes  Collected  from
Customers and Remitted to  Governmental  Authorities  Should be Presented in the
Income Statement (that is, Gross versus Net Presentation) . The adoption of EITF
No.  06-3 did not have an impact on our  financial  statements.  Our  accounting
policy has been to present above mentioned  taxes on a net basis,  excluded from
revenues.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial  Assets and  Financial  Liabilities,  or SFAS No. 159.  The fair value
option established by SFAS No. 159 permits,  but does not require,  all entities
to choose to measure  eligible items at fair value at specified  election dates.
An entity would report  unrealized  gains and losses on items for which the fair
value option has been  elected in earnings at each  subsequent  reporting  date.
SFAS No. 159 is effective as of the  beginning of an entity's  first fiscal year
that begins after November 15, 2007. We are currently  assessing what the impact
of the adoption of this Statement will be on our financial  position and results
of operations.

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon acquisitions at that time.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial  Statements--An Amendment of ARB No. 51, or SFAS No. 160.
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We have no  noncontrolling  interests in subsidiaries at this
time.

                                      F-9


                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

         (2)      Related Party Transactions

The President,  CFO and COO/CTO  contributed  their  management  services to our
business  from April 29, 2005 (date on  inception)  through June 30,  2006.  The
services are reported as  contributed  services with a  corresponding  credit to
additional  paid-in  capital  totaling $-0- and $10,000,  respectively,  for the
years ended December 31, 2007 and 2006.

         (3)       Inventories

At December 31, 2007, supplies inventory consisted of:


Card decks.........................................  $  7,032
Shipping containers................................     3,025
                                                     ---------
                                                       10,057
                                                     =========

          (4)     Property and equipment

At December 31, 2006, major classes of property and equipments were:

Computer equipment.................................... $        27,715
Software..............................................          23,692
                                                      -------------------
                                                                51,407
Less:  accumulated depreciation.......................          (8,993)
                                                      -------------------
                                                       $        42,414
                                                      -------------------

Depreciation  expense  was $8,168 and $825,  respectively,  for the years  ended
December 31, 2007 and 2006.

         (5) Shareholders' Equity

Common Stock

On August 31, 2006, we completed a private offering of our common stock; selling
1,730,000  units for net proceeds of $804,305.  Each unit consisted of one share
of common stock, one "A" warrant  exercisable at $2.00 for up to three years and
callable for redemption by the Company and one "B" warrant  exercisable at $5.00
for up to three years and callable for redemption by the Company.

Common Stock Options and Warrants

On May 8, 2006, we granted to two investors  options to purchase an aggregate of
150,000 shares of our common stock at an exercise price of $0.55 per share.  The
options  vested on August 29,  2006 and expire on August  29,  2009.  Our common
stock was  valued at $0.50 per share on the grant  date;  however,  our Board of
Directors,  utilizing  appropriate  option pricing software,  estimated the fair
value of the options at $.0325 per share, or $4,800.  The $4,800 was recorded as
share-based  payment in the accompanying  financial  statements  during the year
ended December 31, 2006.

Using the Black-Scholes  option-pricing software, our Board of Directors assumed
the following in estimating the fair value of the options at the grant date:

Risk-free interest rate..........................       4.99%
Dividend yield...................................       0.00%
Volatility factor................................       5.00%
Weighted average expected life...................      3 years

                                      F-10


                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

On August 4, 2006,  we granted to an outside  consultant  a warrant to  purchase
600,000 shares of our common stock at an exercise price of $0.55 per share.  The
warrant vests upon the effective date of our Registration  Statement and expires
on August 31, 2009.  Our Board of  Directors,  utilizing  appropriate  software,
estimated  the fair value of the  warrant at $.0325 per share,  or  $19,500,  of
which $8,125 in share-based payment in the accompanying financial statements for
the year  ended  December  31,  2006.  Using  the  Black-Scholes  option-pricing
software,  the Board of Directors  assumed the following in estimating  the fair
value of the warrant at the grant date:

Risk-free interest rate..........................       4.89%
Dividend yield...................................       0.00%
Volatility factor................................       5.00%
Weighted average expected life...................      3 years

On August 8, 2006, we granted to a placement  agent a warrant to purchase 60,000
units at an  exercise  price of $0.60 per unit,  in exchange  for  broker-dealer
services. Each unit is comprised of one share of our common stock, one A warrant
and one B warrant. The warrant vests upon the effective date of our Registration
Statement  and expires on August 31,  2009.  Our Board of  Directors,  utilizing
appropriate  software,  estimated  the fair  value of the  warrant  at $.015 per
share,  or  $900,  which  was  recorded  as  offering  cost in the  accompanying
financial statements at December 31, 2006.

Using the Black-Scholes  option-pricing software, the Board of Directors assumed
the following in estimating the fair value of the warrant at the grant date:

Risk-free interest rate..........................       4.86%
Dividend yield...................................       0.00%
Volatility factor................................       5.00%
Weighted average expected life...................      3 years

On October 1, 2007,  we granted  to  consultants,  options to  purchase  280,000
shares of our common stock at an exercise price of $0.75 per share,  in exchange
for consulting  services.  The options vest immediately and expire on August 31,
2009. Our Board of Directors, utilizing appropriate software, estimated the fair
value of the  options at $.1256 per share,  or  $35,168,  which was  recorded as
stock compensation cost included in general and  administrative  expenses in the
accompanying financial statements at December 31, 2007.

Using the Black-Scholes  option-pricing software, the Board of Directors assumed
the following in estimating the fair value of the warrant at the grant date:

Risk-free interest rate..........................       4.02%
Dividend yield...................................       0.00%
Volatility factor................................       50.00%
Weighted average expected life...................      3 years

On December 7, 2007,  we granted to an  employee,  an option to purchase  20,000
shares of our common  stock at an exercise  price of $1.00 per share,  in reward
for employee  services.  The option vests  immediately and expires on August 31,
2009. Our Board of Directors, utilizing appropriate software, estimated the fair
value of the  warrant at $0.0831  per share,  or $1,662,  which was  recorded as
stock compensation cost included in general and  administrative  expenses in the
accompanying financial statements at December 31, 2007.

                                      F-11


                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

Using the Black-Scholes  option-pricing software, the Board of Directors assumed
the following in estimating the fair value of the warrant at the grant date:

Risk-free interest rate..........................       2.97%
Dividend yield...................................       0.00%
Volatility factor................................       50.00%
Weighted average expected life...................      3 years

Following is a schedule of changes in our common stock  options and warrants for
the period ended December 31, 2007:



                                                                              Weighted        Weighted
                                                                               Average        Average
                                                               Exercise       Exercise       Remaining
                                                Number          Price           Price       Contractual
                                               of Shares      Per Share       Per Share         Life
                                             -------------- --------------- -------------- ---------------
                                                                               

Outstanding at
    April 29, 2005 (inception)...............            -               -  $           -       N/A
Granted......................................    4,270,000   $0.55 - $5.00  $        2.94    2.58 years
Exercised....................................            -               -  $           -       N/A
Cancelled/Expired............................            -               -  $           -       N/A
                                             -------------- --------------- -------------- ---------------
Outstanding at December 31, 2006.............    4,270,000               -  $           -       N/A

Granted......................................      300,000   $0.75.-.$1.00         $ 0.77    1.83 years
Exercised....................................            -               -            $ -       N/A
Cancelled/Expired............................            -               -            $ -       N/A
                                             -------------- --------------- -------------- ---------------
Outstanding at December 31, 2007.............    4,570,000   $0.75 - $1.00         $.0.77    1.83 years
                                             ============== =============== ============== ===============
Excerisable at December 31, 2007.............    4,570,000   $0.75 - $1.00         $.0.77    1.83 years
                                             ============== =============== ============== ===============




                                                                  Year Ended
                                                                  December 31,
                                                        -----------------------------
                                                             2007            2006
                                                        -----------------------------
                                                                  

Total fair value of options vested during the period....$  48,205.50    $  13,825.00
                                                        =============   =============


Common stock awards consisted of the following options and warrants:

                                      F-12

                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements



                                                                               Warrant         Total
                                                Options        Warrants         Units          Awards
                                             -------------- --------------- -------------- ---------------
                                                                               
Outstanding at January 1, 2006...............         -              -                -          -
Granted......................................      150,000       4,060,000         60,000    4,270,000
Exercised....................................         -              -                -          -
Cancelled/Expired............................         -              -                -          -
                                             -------------- --------------- -------------- ---------------
Outstanding at December 31, 2006.............      150,000       4,060,000         60,000    4,270,000

Granted......................................      300,000           -                -        300,000
Exercised....................................         -              -                -          -
Cancelled/Expired............................         -              -                -          -
                                             -------------- --------------- -------------- ---------------
Outstanding at December 31, 2007.............      450,000       4,060,000         60,000    4,570,000
                                             ============== =============== ============== ===============



         (6) Income Taxes

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

                                                               Year Ended
                                                               December 31,
                                                       ------------------------
                                                          2007            2006
                                                       ----------- ------------

U.S. statutory federal rate....................              0.00%      27.50%
State income tax rate..........................              0.00%       3.36%
Permanent differences - Contributed services...              0.00%      -1.90%
Net operating loss for which no
   benefit is currently available..............              0.00%     -28.96%
                                                       ------------ -----------
                                                             0.00%       0.00%
                                                       ============ ===========

At  December  31,  2007,  deferred  tax assets  consisted  of a net tax asset of
$196,177 due to operating loss carryforwards of $529,410 which was fully allowed
for, in the valuation allowance of $196,177. The valuation allowance offsets the
net deferred  tax asset for which there is no assurance of recovery.  The change
in the  valuation  allowance  for the  year  ended  December  31,  2007  totaled
$149,078. The net operating loss carryforward expires through the year 2027.

At  December  31,  2006,  deferred  tax assets  consisted  of a net tax asset of
$47,099 due to operating loss  carryforwards of $180,912 which was fully allowed
for, in the valuation allowance of $47,099.  The valuation allowance offsets the
net deferred  tax asset for which there is no assurance of recovery.  The change
in the valuation allowance for the year ended December 31, 2006 totaled $45,536.
The net operating loss carryforward expires through the year 2026.

The  valuation  allowance  is  evaluated  at the end of each  year,  considering
positive  and  negative  evidence  about  whether the deferred tax asset will be
realized.  At that time,  the  allowance  will either be  increased  or reduced;
reduction could result in the complete  elimination of the allowance if positive
evidence  indicates  that the  value of the  deferred  tax  assets  is no longer
impaired and the allowance is no longer required.

Should the Company undergo an ownership  change as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual limitation,
which could reduce or defer the utilization of these losses.

      (7)      Concentration of Credit Risk

We have  concentrated  our  credit  risk for  cash by  maintaining  deposits  in
financial  institutions,  which may at times,  exceed  the  amounts  covered  by
insurance provided by the United States Federal Deposit Insurance Corporation

                                      F-13


                              TOMBSTONE CARDS, INC.
                          Notes to Financial Statements

(FDIC).  The loss that would have  resulted  from that risk totaled  $304,489 at
December 31,  2007,  for the excess of the deposit  liabilities  reported by the
financial  institution  over the amount that would have been  covered by federal
insurance.  We have not  experienced  any losses in such accounts and believe we
are not exposed to any significant credit risk to cash.




































                                      F-14




                     [OUTSIDE BACK COVER PAGE OF PROSPECTUS]
                     DEALER PROSPECTUS DELIVERY REQUIREMENTS


Until ninety (90) days from the effective date of this Post-Effective  Amendment
No. 1 to the  registration  statement,  all dealers that effect  transactions in
these securities, whether or not participating in this offering, may be required
to deliver a  prospectus.  This is in addition  to the  dealers'  obligation  to
deliver a  prospectus  when  acting as  underwriters  and with  respect to their
unsold allotments or subscriptions.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Tombstone Cards,  Inc. officers and directors are indemnified as provided by the
Colorado Revised Statutes and the bylaws.

Under the Colorado  Revised  Statutes,  director  immunity  from  liability to a
company or its  Shareholders  for  monetary  liabilities  applies  automatically
unless it is specifically limited by a company's Articles of Incorporation.  Our
Articles of  Incorporation do not  specifically  limit the directors'  immunity.
Excepted from that  immunity are: (a) a willful  failure to deal fairly with the
company or its  Shareholders  in connection  with a matter in which the director
has a material conflict of interest; (b) a violation of criminal law, unless the
director had  reasonable  cause to believe that his or her conduct was lawful or
no  reasonable  cause to believe  that his or her  conduct was  unlawful;  (c) a
transaction from which the director derived an improper personal profit; and (d)
willful misconduct.

Our bylaws  provide that it will  indemnify the directors to the fullest  extent
not prohibited by Colorado law; provided,  however,  that the company may modify
the extent of such  indemnification  by individual  contracts with the directors
and officers; and, provided, further, that we shall not be required to indemnify
any director or officer in  connection  with any  proceeding,  or part  thereof,
initiated by such person unless such indemnification:  (a) is expressly required
to be made by law, (b) the  proceeding was authorized by the board of directors,
(c) is provided by us, in sole  discretion,  pursuant to the powers vested under
Colorado law or (d) is required to be made pursuant to the bylaws.

Our bylaws  provide  that it will advance to any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer of the company, or is
or was  serving  at the  request  of us as a director  or  executive  officer of
another company, partnership, joint venture, trust or other enterprise, prior to
the final disposition of the proceeding,  promptly  following request therefore,
all  expenses  incurred  by any  director  or  officer in  connection  with such
proceeding  upon  receipt of an  undertaking  by or on behalf of such  person to
repay said amounts if it should be determined ultimately that such person is not
entitled to be indemnified under the bylaws or otherwise.

Our  bylaws  provide  that no  advance  shall be made by it to an officer of the
company  except by reason of the fact that such  officer is or was a director of
the company in which event this paragraph shall not apply,  in any action,  suit
or proceeding,  whether civil, criminal,  administrative or investigative,  if a
determination  is reasonably and promptly made: (a) by the board of directors by
a majority vote of a quorum  consisting of directors who were not parties to the
proceeding,  or (b) if such quorum is not obtainable,  or, even if obtainable, a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion,  that the facts known to the decision-making  party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner  that such  person did not believe to be in or
not opposed to the best interests of the company.


                                       42


OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We have expended, or will expend fees in relation to this registration statement
as detailed below:

============================================================ ===================
                  EXPENDITURE ITEM                                  AMOUNT
------------------------------------------------------------ -------------------
------------------------------------------------------------ -------------------
Attorney Fees                                                           $35,000
Audit Fees                                                              $20,000
Transfer Agent Fees                                                      $2,500
SEC Registration and Blue Sky Registration fees (estimated)              $5,000
Printing Costs and Miscellaneous Expenses (estimated)                    $6,000
------------------------------------------------------------ -------------------
TOTAL                                                                   $68,500
============================================================ ===================

RECENT SALES OF UNREGISTERED SECURITIES

We have sold  securities  within the past three years  without  registering  the
securities under the Securities Act of 1933 as shown in the following table:


------------------------------------------------------------------------------------------------------------------------
NAME                  COMMON SHARES    "A" WARRANTS   "B" WARRANTS    "OTHER"         ($) PAID   DATE OF    EXEMPTION
                                                                      WARRANTS           PER     PURCHASE
                                                                                      SECURITY
------------------------------------------------------------------------------------------------------------------------
                                                                                       
Neil A. Cox                 500,000                                                      $.01     4/2005      Section
                                                                                                                 4(2)
------------------------------------------------------------------------------------------------------------------------
John N. Harris              500,000                                                      $.01     4/2005      Section
                                                                                                                 4(2)
------------------------------------------------------------------------------------------------------------------------
James C. McLennan            25,000                                                      $.01     4/2005      Section
                                                                                                                 4(2)
------------------------------------------------------------------------------------------------------------------------
Dale Stonedahl (1)(2)        60,000         60,000          60,000                       $.50    3/10/06     Rule 506
------------------------------------------------------------------------------------------------------------------------
Dale Stonedahl               50,000                                                      $.01     4/2005      Section
(1)(2)                                                                                                          4(2)
------------------------------------------------------------------------------------------------------------------------
George W.                    50,000         50,000          50,000                       $.50    2/22/06     Rule 506
Wanberg  and
Cynthia B.
Wanberg (1)
------------------------------------------------------------------------------------------------------------------------
George W.                    25,000                                                      $.01     4/2005      Section
Wanberg  and                                                                                                     4(2)
Cynthia B. Wanberg
------------------------------------------------------------------------------------------------------------------------
Jolaine Roth                 25,000                                                      $.01     4/2005      Section
                                                                                                                 4(2)
------------------------------------------------------------------------------------------------------------------------
Mark S.                      25,000                                                      $.01     4/2005      Section
Kachun                                                                                                           4(2)
------------------------------------------------------------------------------------------------------------------------
James B.                     25,000                                                      $.01     4/2005      Section
Sebastian                                                                                                        4(2)
------------------------------------------------------------------------------------------------------------------------
William H.                   25,000                                                      $.01     4/2005      Section
Reilly(2)                                                                                                        4(2)
------------------------------------------------------------------------------------------------------------------------
Douglas F.                  200,000                                                      $.01     4/2005      Section
Fleet                                                                                                            4(2)
------------------------------------------------------------------------------------------------------------------------
Barbara C.                   50,000                                                      $.01     4/2005      Section
Kurczodyna                                                                                                       4(2)
------------------------------------------------------------------------------------------------------------------------
J.  Randall                  50,000                                                      $.01     4/2005      Section
Thrall                                                                                                           4(2)
------------------------------------------------------------------------------------------------------------------------
Gary Stonedahl               20,000         20,000          20,000                       $.50    3/10/06     Rule 506
------------------------------------------------------------------------------------------------------------------------
Lee A. Milo TR UA           100,000        100,000         100,000                       $.50    3/13/06     Rule 506
12052002, George
Wanberg TTEE
------------------------------------------------------------------------------------------------------------------------

                                       43


------------------------------------------------------------------------------------------------------------------------
Matthew Ray Frigm           20,000          20,000          20,000                       $.50    3/14/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
William J. Clayton          30,000          30,000          30,000                       $.50    3/17/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Richard C.                  50,000          50,000          50,000                       $.50    3/19/06    Rule 506
Erickson
------------------------------------------------------------------------------------------------------------------------
Carmine Tirone              30,000          30,000          30,000                       $.50    3/20/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Willie Gibson               10,000          10,000          10,000                       $.50    3/21/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Leroy Padilla               10,000          10,000          10,000                       $.50    3/30/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Nagle Family Trust          50,000          50,000          50,000                       $.50    5/31/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
David W. Lane              100,000         100,000         100,000                       $.50    7/13/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Robert E.                  100,000         100,000         100,000                       $.50    7/28/06    Rule 506
Maciorowski
------------------------------------------------------------------------------------------------------------------------
James Scanlon              200,000         200,000         200,000                       $.50    7/28/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Mike Scanlon               200,000         200,000         200,000                       $.50    7/31/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Michael J. Keate           200,000         200,000         200,000                       $.50    7/31/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Roland Rosenboom           200,000         200,000         200,000                       $.50    7/31/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
James V. Bickford          100,000         100,000         100,000                       $.50    7/31/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Lawrence M. Elman           50,000          50,000          50,000                       $.50    7/31/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Richard Gardner             10,000          10,000          10,000                       $.50     8/1/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Robert E. Dettle,           50,000          50,000          50,000                       $.50     8/4/06    Rule 506
Trustee
------------------------------------------------------------------------------------------------------------------------
William H. & Gale           10,000          10,000          10,000                       $.50     8/7/06    Rule 506
S. Kendall
------------------------------------------------------------------------------------------------------------------------
William R. Talbert          10,000          10,000          10,000                       $.50    8/29/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
John Gersman                10,000          10,000          10,000                       $.50    8/30/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Dulcinea A.                 10,000          10,000          10,000                       $.50    8/30/06    Rule 506
Hansard
------------------------------------------------------------------------------------------------------------------------
Steve E. Hatch              50,000          50,000          50,000                       $.50    8/30/06    Rule 506
------------------------------------------------------------------------------------------------------------------------
Capital Merchant                                                           600,000    $.00001    8/31/06     Section
Banc                                                                                                            4(2)
------------------------------------------------------------------------------------------------------------------------
Garden State                                                                60,000    $.00001    8/31/06     Section
Securities                                                                                                      4(2)
------------------------------------------------------------------------------------------------------------------------
Employee Stock
Options
------------------------------------------------------------------------------------------------------------------------
    Dale Stonedahl          50,000          50,000                          50,000      $.001    8/31/06     Section
    (2)                                                                                                         4(2)
------------------------------------------------------------------------------------------------------------------------
    William Reilly         100,000         100,000                         100,000      $.001    8/31/06     Section
    (2)                                                                                                         4(2)
------------------------------------------------------------------------------------------------------------------------

(1)  Mr. Dale  Stonedahl  and Mr. George  Wanberg were both  purchasers of stock
     ($0.01)  in 2005 and both  also  purchased  units  ($0.50)  in the  Private
     Placement Memorandum in 2006.
(2)  In addition,  Dale Stonedahl and William Reilly have Employee Stock Options
     of 50,000 Shares and 100,000 Shares, respectively,  at $0.55 per Share. The
     Stock Options have not been exercised.

EXEMPTIONS FROM REGISTRATION FOR UNREGISTERED SALES

1. Common  Shares sold at $.01 were sold to the  initial  founding  shareholders
under  Section 4(2) and to private  investors at $0.01 per Share  pursuant to an
exemption under Rule 504 of Regulation D in 2005.

2. Units  consisting  of Common  Shares and Warrants were sold at $0.50 per Unit
pursuant to an exemption under Rule 506 of Reg. D in 2006.

A Private Placement  Memorandum was used together with a Subscription  Agreement
for the  Offering  in  which  the  investors  represented  thus  understood  the
securities were unregistered and that they had no liquidity and must be held for
an indefinite  period of time, and that they were not purchasing with the intent
to resell promptly.

3. The Warrants  sold to Capital  Merchant  Banc,  Garden State  Securities  and
certain  Employee  Stock  Options  were  sold  pursuant  to  an  exemption  from
registration  under Section 4(2) of the Securities Act of 1933 in 2006.  Each of
the recipients of Warrants or Stock Options  received such in  consideration  of
services rendered:

                                       44




     1.   Capital Merchant Banc -consulting services on business model and plan,
          sales  implementation  and product public  relations  design program -
          600,000 Warrants at $0.55
     2.   Garden State Securities - additional compensation to Registered Broker
          Dealer for acting as Placement Agent - 60,000 Warrants at $0.60
     3.   Employees  received  Options for  services  rendered  to our  Company.
          50,000 - Dale Stonedahl / 100,000 - William Reilly

EXHIBITS

------------ ---------------------------------------------------- --------------
NUMBER       DESCRIPTION
3.1          Articles of Incorporation.                           *
3.2          Articles of Amendment - Name Change                  *
3.3          Bylaws of Tombstone Cards, Inc.                      *
5            Opinion re: Legality                                 Filed Herewith
10.1         "A" Warrant Form                                     *
10.2         "B" Warrant Form                                     *
10.3         Capital Merchant Banc Warrant Form                   *
10.4         Employee Stock Warrant Form                          *
10.5         William H. Reilly Warrant Form                       *
10.6         Dale Stonedahl Warrant Form                          *
10.7         Revised Garden State Securities Warrant Form         **
10.8         Consulting  Agreement  with Capital  Merchant Banc,  *
             LLC
10.9         Garden State Securities Finder's Fee Agreement       *
10.10        2006 Tombstone Cards, Inc. Option Plan               *
23.1         Consent of Attorney                                  Filed Herewith
23.2         Consent of Accountant                                Filed Herewith

------------ ---------------------------------------------------- --------------
*   Incorporated   by  reference  to  the  Form  SB-2   Registration   Statement
(#333-138184)  filed with the Securities and Exchange  Commission on October 24,
2006.

**   Incorporated  by  reference  to  the  Form  SB-2   Registration   Statement
(#333-138184)  filed with the Securities  and Exchange  Commission on January 8,
2007.


                                       45



UNDERTAKINGS
Tombstone Cards, Inc. hereby undertakes the following:

To file,  during  any  period  in  which  offers  or sales  are  being  made,  a
Post-Effective Amendment to this Registration Statement:


     (a)  To  include  any  prospectus  required  by  Section  10(a)  (3) of the
          Securities Act of 1933;

     (b)  To reflect in the  prospectus  any facts or events  arising  after the
          effective  date  of  this  registration   statement,  or  most  recent
          post-effective  amendment,  which,  individually  or in the aggregate,
          represent a fundamental  change in the  information  set forth in this
          registration statement; and

     (c)  To  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this registration  statement
          or any  material  change  to  such  information  in  the  registration
          statement.

That, for the purpose of  determining  any liability  under the Securities  Act,
each post-effective amendment shall be deemed to be a new registration statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

To remove from  registration by means of a  post-effective  amendment any of the
securities being registered hereby which remain unsold at the termination of the
offering.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to the directors,  officers and controlling persons pursuant to the
provisions above, or otherwise,  we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for  indemnification  against such liabilities,  other
than the  payment by us of expenses  incurred  or paid by one of the  directors,
officers,  or controlling  persons in the successful defense of any action, suit
or  proceeding,  is asserted by one of the directors,  officers,  or controlling
persons in connection with the securities  being  registered,  we will unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

For  determining  liability  under the Securities  Act, to treat the information
omitted from the form of prospectus filed as part of this Registration Statement
in reliance upon Rule 430A and  contained in a form of  prospectus  filed by the
Registrant  under Rule 424(b) (1) or (4) or 497(h) under the  Securities  Act as
part of this  Registration  Statement as of the time the Commission  declared it
effective.


                                       46


                                   SIGNATURES


In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements  for filing on Form SB-2 and authorized this  Post-Effective
Amendment No. 1 to the Registration  Statement to be signed on our behalf by the
undersigned,  thereunto duly authorized,  in the City of Longmont,  Colorado, on
May 1, 2008.

TOMBSTONE CARDS, INC.


/s/ John N. Harris                                         May 1, 2008
--------------------------------------------
John N. Harris
(Principal Executive Officer, President
and Chief Executive Officer)


/s/ Neil A. Cox                                            May 1, 2008
--------------------------------------------
Neil A. Cox
(Chief Financial Officer/Principal
Accounting Officer)

/s/ William H. Reilly                                      May 1, 2008
--------------------------------------------
William H. Reilly
(Chief Operating Officer, Chief Technology
 Officer)


In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates stated.


/s/ John N. Harris                                          May 1, 2008
---------------------------------------------
John N. Harris, Director


/s/ Neil A. Cox                                             May 1, 2008
---------------------------------------------
Neil A. Cox, Director


/s/ William H. Reilly                                       May 1, 2008
---------------------------------------------
William H. Reilly, Director