UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 15, 2008
TOMBSTONE CARDS, INC.
(Exact name of registrant as specified in its charter)
Colorado 333-138184 51-0431963
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
2400 Central Avenue, Suite G. Boulder, CO 80301
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(Address of Principal Executive Offices) (Zip Code)
303-684-6644
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Intellectual Property Transfer Agreement
On May 15, 2008, Tombstone Cards, Inc. (Tombstone) entered into an Intellectual
Property Transfer Agreement with InDis Baltic, a Lithuania company, to purchase
all of the right, title and interest in and to the technology, intellectual
property and the proprietary technology contained in the computer software known
as OIEPrint. OIEPrint was developed as part of a development agreement between
Tombstone and InDis Baltic.
As part of the Intellectual Property Transfer Agreement, Tombstone agreed to pay
as consideration consisting of $25,000 cash to be paid in 3 tranches and to
issue to InDis Baltic 140,000 shares of its restricted common stock upon the
final acceptance of the OIEPrint software. In addition, Tombstone has agreed to
provide InDis Baltic with an exclusive license to use the technology for the
consideration of $1.00. Further, InDis Baltic has agreed to continue work as the
programmer of the software over the next two phases of development.
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
Press Release
The information in this Item 7.01 of this Current Report is furnished pursuant
to Item 7.01 and shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that Section. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing.
On May 20, 2008, Tombstone Cards, Inc. issued a press release. The text of the
press release is attached herewith as Exhibit 99.1.
Section 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(c) Exhibits. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
Exhibit No. Description
10.1 Intellectual Property Transfer Agreement, dated May 15, 2008*
99 Press Release, dated May 20, 2008*
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*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
TOMBSTONE CARDS, INC.
By: /s/John Harris
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John Harris, President and Chief
Executive Officer
Date: May 20, 2008