UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Tombstone Technologies, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
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(CUSIP Number)
William H. Reilly
4859 Dakota Blvd.
Boulder, CO 80304
(303) 447-1690
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
12/3/2008
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
SCHEDULE 13D
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Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON:
William H. Reilly
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS PF (Personal Funds)/ OO Other
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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Number of 7 SOLE VOTING POWER
Shares 25,000 common shares/Options to purchase 250,000 shares
Beneficially ----------------------------------------------------------------
owned by 8 SHARED VOTING POWER
Each 0
Reporting ----------------------------------------------------------------
Person 9 SOLE DISPOSITIVE POWER
with 25,000 common shares/Options to purchase 250,000 shares
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 25,000 common shares directly and (b) 250,000 Options. 100,000
Options have an exercise price of $0.55 per share and expire in August 2009;
150,000 Options have an exercise price of $0.65 and expire in August 2009.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7% as of March 15, 2009 (8.2% if Options are exercised)
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14 TYPE OF REPORTING PERSON IN
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Page 3 of 5 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of common stock, no
par value, of Tombstone Technologies, Inc., a Colorado corporation
("Tombstone"). The address of the principal executive offices of Tombstone is
2400 Central Avenue, Suite G, Boulder, Colorado 80301.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement on Schedule 13D is being filed on behalf of William
H. Reilly.
(b) Mr. Reilly's address is 4859 Dakota Blvd., Boulder, Colorado
80304.
(c) William H. Reilly.
CHIEF OPERATIONS OFFICER/CHIEF TECHNOLOGY OFFICER AND DIRECTOR OF TOMBSTONE
TECHNOLOGIES, INC.
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.
(d) Mr. Reilly has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Reilly has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Reilly is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Reilly purchased 25,000 common shares at $0.01 per share in April
2005 with personal funds. Mr. Reilly was issued 100,000 Options to purchase
common stock under the Tombstone 2006 Stock Option Plan. The Options are
exercisable at $0.55 and expire in August 2009. In August 2008, Mr. Reilly was
issued 150,000 Options to purchase common stock under the Tombstone 2006 Stock
Option Plan. The Options are exercisable at $0.65 and expire in August 2009.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Reilly does not currently have any plans or proposals, either
individually or collectively with another person, which relates to or would
result in:
(a) The acquisition by any person of additional securities of
Tombstone, or the disposition of securities of Tombstone;
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Page 4 of 5 Pages
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(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Tombstone or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Tombstone or
any of its subsidiaries;
(d) Any change in the present board of directors or management of
Tombstone, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of Tombstone;
(f) Any other material change in Tombstone's business or corporate
structure;
(g) Changes in Tombstone's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Tombstone by any person;
(h) Causing a class of securities of Tombstone to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer system of a registered national securities association;
(i) A class of equity securities of Tombstone becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The percentages of outstanding shares of Tombstone common stock
reported below are based on the statement that as of March 15, 2009 there were
3,370,000 shares of Tombstone common stock outstanding.
(a) Aggregate number of shares owned (directly and indirectly): 25,000 common shares directly;
250,000 Options directly;
0 shares indirectly
Percent of outstanding shares owned: .7% directly
(8.2% directly if Options are exercised);
0% indirectly
(b) Sole Power of voting for Reporting Person: 25,000 common shares and 250,000 Options
Shared Power of voting for Reporting Person: None
(c) Transactions in securities in the past 60 days for Reporting Person: None
(d) No other person is known to have power to direct receipt of dividends from,
or proceeds from sale of such securities.
(e) Not Applicable
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Reilly has no contracts, arrangements, understandings or
relationships (legal or otherwise) with other persons with respect to the
securities of Tombstone, other than as described in this statement on Schedule
13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 28, 2009
/s/ William H. Reilly
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William H. Reilly