Attached files
| file | filename |
|---|---|
| EX-32.02 - EXHIBIT 32.2 - TUMBLEWEED HOLDINGS, INC. | s100648_ex32-02.htm |
| EX-31.02 - EXHIBIT 31.02 - TUMBLEWEED HOLDINGS, INC. | s100648_ex31-02.htm |
| EX-31.01 - EXHIBIT 31.01 - TUMBLEWEED HOLDINGS, INC. | s100648_ex31-01.htm |
| EX-32.01 - EXHIBIT 32.01 - TUMBLEWEED HOLDINGS, INC. | s100648_ex32-01.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended September 30, 2014
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from ________ to ________
Commission file number: 0-22315
TUMBLEWEED HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Utah | 34-1413104 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 720 Fifth Avenue 10th Floor, New York, New York | 10019 |
| (Address of principal executive offices) | (Zip Code) |
(212) 247-0581
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer o | |
| Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
As of January 22, 2015, there were 145,920,667 shares of the registrant’s common stock, par value $0.01 per share, outstanding.
TUMBLEWEED HOLDINGS, INC. AND SUBSIDIARY
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2014
INDEX
| 2 |
Tumbleweed Holdings, Inc. and Subsidiary
Condensed Consolidated Balance Sheets
| September 30, 2014 | June 30, 2014 | |||||||
| (unaudited) | ||||||||
| (in thousands, except number of shares | ||||||||
| and per share data ) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 244.2 | $ | 303.3 | ||||
| TOTAL CURRENT ASSETS | 244.2 | 303.3 | ||||||
| TOTAL ASSETS | $ | 244.2 | $ | 303.3 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accrued expenses and other current liabilities | $ | 115.4 | $ | 122.9 | ||||
| Dividends payable | 66.1 | 66.1 | ||||||
| TOTAL CURRENT LIABILITIES | 181.5 | 189.0 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| Preferred stock, par value $.01; 15,000,000 shares authorized; 152,200 shares designated; 14,847,800 shares undesignated; no undesignated shares issued and outstanding | - | - | ||||||
| Series A convertible preferred stock, par value $1 ; 2,200 shares authorized, issued and outstanding; liquidation preference of $29.1 | 2.2 | 2.2 | ||||||
| Series C preferred stock, par value $100 ; 150,000 shares authorized; 500 issued and outstanding; liquidation preference of $132.1 | 50.0 | 50.0 | ||||||
| Common stock, par value $.01; authorized 985,000,000 shares; issued and outstanding 143,420,667 shares at September 30, 2014 and June 30, 2014 | 1,434.2 | 1,434.2 | ||||||
| Additional paid in capital | 41,459.1 | 41,459.1 | ||||||
| Accumulated deficit | (42,882.8 | ) | (42,831.2 | ) | ||||
| TOTAL STOCKHOLDERS' EQUITY | 62.7 | 114.3 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 244.2 | $ | 303.3 | ||||
See accompanying notes to condensed consolidated financial statements.
| 3 |
Tumbleweed Holdings, Inc. and Subsidiary
Condensed Consolidated Statements of Operations
| For the Three Months Ended | ||||||||
| September 30, | ||||||||
| 2014 | 2013 | |||||||
| (unaudited) | (unaudited) | |||||||
| (in thousands, except number of | ||||||||
| shares and per share data) | ||||||||
| Revenue | $ | - | $ | - | ||||
| Operating Expenses | ||||||||
| General and administrative expenses | (51.6 | ) | (9.0 | ) | ||||
| Loss from Operations | (51.6 | ) | (9.0 | ) | ||||
| Net Loss | (51.6 | ) | (9.0 | ) | ||||
| Undeclared Preferred Stock Dividends | (1.3 | ) | (1.3 | ) | ||||
| Net Loss Applicable to Common Stockholders | $ | (52.9 | ) | $ | (10.3 | ) | ||
| Weighted Average Number of Outstanding Shares for Basic and Diluted Earnings per Share | 143,420,667 | 127,170,667 | ||||||
| Basic and Diluted Loss per Share | $ | 0.00 | $ | 0.00 | ||||
See accompanying notes to condensed consolidated financial statements.
| 4 |
Tumbleweed Holdings, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flows
| For the Three Months Ended | ||||||||
| September 30, | ||||||||
| 2014 | 2013 | |||||||
| (unaudited) | (unaudited) | |||||||
| (in thousands) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITES | ||||||||
| Net loss | $ | (51.6 | ) | $ | (9.0 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accrued expenses and other current liabilities | (7.5 | ) | 9.0 | |||||
| NET CASH USED IN OPERATING ACTIVITIES | (59.1 | ) | - | |||||
| NET CHANGE IN CASH | (59.1 | ) | - | |||||
| CASH, beginning | 303.3 | - | ||||||
| CASH, ending | $ | 244.2 | $ | - | ||||
See accompanying notes to condensed consolidated financial statements.
| 5 |
TUMBLEWEED HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
(unaudited)
NOTE 1- BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements are unaudited and have been prepared by Tumbleweed Holdings, Inc. and Subsidiary (the “Company”) in accordance with the rules and regulations of the Securities and Exchange Commission relating to interim financial statements. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the Unites States of America (“U.S. GAAP”) for a complete set of consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three months ended September 30, 2014, are not necessarily indicative of the results to be expected for the full fiscal year.
The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended June 30, 2014, which was filed with the Securities and Exchange Commission.
NOTE 2- LIQUIDITY AND FINANCIAL CONDITION
Our condensed consolidated unaudited financial statements were prepared on the assumption that we will continue as a going concern. At September 30, 2014, we currently have working capital and stockholders’ equity of approximately $62,700 and $244,200 of cash on hand to satisfy our liabilities. Our ability to obtain resources sufficient to continue to meet our obligations as they come due is dependent on raising additional equity or by additional borrowings. We intend to use our cash as well as other funds in the event that they shall be available on commercially reasonable terms, to finance our activities, although we can provide no assurance that these additional funds will be available in the amounts or at the times we may require.
NOTE 3- PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts of Tumbleweed Holdings, Inc. and its wholly owned subsidiary (collectively the "Company"). All significant inter-company accounts and transactions have been eliminated in consolidation.
NOTE 4- ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses primarily consist of accrued legal and other professional fees and general administrative expenses of the Company.
NOTE 5- COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries are from time to time involved in ordinary and routine litigation.
On April 1, 2014, GrowBlox Sciences, Inc. (“Plaintiff” or “GrowBlox”) filed a lawsuit captioned GrowBlox Sciences, Inc. v. GCM Administrative Services, LLC et al, Docket No. 14-cv-02280-ER (the “Lawsuit”) in the United States District Court for the Southern District of New York (the “Court”) against Gary Herman, Seth Lukash, GCM Administrative Services, LLC, and Strategic Turnaround Equity Partners, L.P. (together, the “Defendants”). Mr. Herman serves as Chairman and CEO and Seth Lukash serves as a Director and Advisor of the Company. GrowBlox is not seeking monetary damages against the Defendants.
On May 9, 2014, the Defendants filed an answer with counter-claims and third-party claims against Plaintiff and certain individuals affiliated with the Plaintiff seeking damages for breach of fiduciary duty, unjust enrichment, quantum meruit, and breach of contract. The Company is a third party counterclaim-plaintiff in this action.
The Company is not a named defendant in any of these actions.
| 6 |
TUMBLEWEED HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
(unaudited)
NOTE 6- INCOME (LOSS) PER SHARE
Basic income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares and potentially dilutive common share equivalents using the treasury stock method. Because the Company incurred a net loss in all periods presented, all potentially dilutive securities were excluded from the computation of income (loss) per share because the effect of including them is anti-dilutive.
The following table summarizes the number of common shares attributable to potentially dilutive securities outstanding for each of the periods presented which were excluded from the calculation of diluted income (loss) per share:
| Three Months Ended | ||||||||
| September 30, | ||||||||
| 2014 | 2013 | |||||||
| Stock options | 750,000 | 750,000 | ||||||
| Total | 750,000 | 750,000 | ||||||
NOTE 7- SUBSEQUENT EVENTS
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined that there were reportable subsequent event(s) to be disclosed as follows.
On October 27, 2014, the Company entered into a securities purchase agreement with an investor pursuant to which the Company issued the investor 2,500,000 shares of common stock for an aggregate purchase price of $50,000.
| 7 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Statements contained in this Quarterly Report on Form 10-Q/A, other than the historical financial information, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All such forward-looking statements involve known and unknown risks, uncertainties or other factors which may cause actual results, performance or achievement of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. Factors that might cause such a difference include, but are not limited to, risks and uncertainties related to the substantial capital requirements, development of effective internal processes and systems, the ability to attract and retain high quality employees, changing overall economy and other risks described herein and in the Company's June 30, 2014 Annual Report on Form 10-K.
PLAN OF OPERATION
Tumbleweed Holdings, Inc. (formerly Digital Creative Development Corporation) (the “Company”) was principally involved in acquiring and investing in software and high technology companies, with a focus on acquiring controlling interests. At present, the Company does not have an operating business. The Company has since begun to search for candidates with which to enter into business combinations or strategic transactions.
The Company intends to locate and enter into a transaction with an existing, public or privately-held company (a "Target Business"). A transaction with a Target Business may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets of the Target Business or any other form, which will result in the combined enterprise remaining a publicly-held corporation.
Acquisitions or business combinations involve many risks, including:
| · | Unforeseen obligations or liabilities; |
| · | Difficulty assimilating the acquired operations and personnel; |
| · | Risks of entering markets in which we have little or no direct prior experience; |
| · | Potential impairment of relationships with employees or customers as a result of changes in management; |
| · | Potential dilutive issuances of equity, large and immediate write-offs, the incurrence of debt, and amortization of goodwill or other intangible assets; and |
| · | Unforeseen obligations or liabilities. |
We cannot make assurances that the Company will make any acquisitions or business combinations or that the Company will be able to obtain additional financing for such acquisitions or combinations, if necessary. If any acquisitions or combinations are made, we cannot make assurances that we will be able to successfully integrate the acquired or combined business into our operations or that the acquired or combined business will perform as expected. Furthermore, Federal and state tax laws and regulations have a significant impact upon the structuring of transactions. Management will evaluate the possible tax consequences of any prospective transaction and will endeavor to structure a transaction so as to achieve the most favorable tax treatment. There can be no assurance that the Internal Revenue Service or relevant state tax authorities will ultimately assent to our tax treatment of a particular consummated transaction. To the extent the Internal Revenue Service or any relevant state tax authorities ultimately prevail in recharacterizing the tax treatment of a transaction, there may be adverse tax consequences to us, the target business, and/or their respective stockholders. Tax considerations as well as other relevant factors will be evaluated in determining the precise structure of a particular transaction, which could be effected through various forms of a merger, consolidation or stock or asset acquisition.
Pending negotiation and consummation of a transaction, the Company anticipates that it will not have any business activities, aside from carrying on its search for a transaction partner. Should the Company incur any significant liabilities prior to a combination with a Target Business, it may not be able to satisfy, without additional financing, such liabilities as are incurred.
RESULTS OF OPERATIONS
Three Month Period Ended September 30, 2014 Compared To The Three Month Period Ended September 30, 2013.
The Company had no operating revenues and experienced a net loss of approximately $51,600 in the three month period ended September 30, 2014, compared to a net loss of $9,000 in the corresponding period of the prior year. The increase in net loss is primarily due to travel and related costs incurred in the current year period as the Company continues to search for a business it deems suitable for acquisition or similar transaction. Certain costs associated with being a publicly held corporation are also included in general and administrative expenses.
| 8 |
LIQUIDITY AND CAPITAL RESOURCES
The Company's current assets exceeded its current liabilities by approximately $62,700 at September 30, 2014, and by approximately $114,300 at June 30, 2014. The Company increased its operating obligations by approximately $51,600 during the three months ended September 30, 2014. These expenses were necessitated to meet filing requirements as a public reporting entity and to continue our search for a business suitable for acquisition or similar transaction. Current and total liabilities were approximately $181,500 and $189,000 at September 30, 2014 and June 30, 2014, respectively.
The Company has nominal assets and presently does not generate any revenue. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations. The failure by us to obtain such financing whether on acceptable terms or at all, if needed, would have a material adverse effect upon our business, financial condition and results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required for smaller reporting companies.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our principal executive officer and principal financial officer performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q/A. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2014, our disclosure controls and procedures were not effective for the period ended September 30, 2014, for the reasons discussed below.
The following two material weaknesses in our internal control over financial reporting existed on September 30, 2014:
(i) We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the quarter ended September 30, 2014. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
(ii) We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures, and concluded that the control deficiency that resulted represented a material weakness.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
| 9 |
Changes in Internal Controls
There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 10 |
The Company is, from time to time, the subject of litigation, claims and assessments arising out of matters occurring during the normal operation of the Company's business. In the opinion of management, the liability, if any, under such current litigation, claims and assessments, that are material, have been properly accrued.
Not required for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
The holders of the Series A Preferred Stock are entitled to a cumulative dividend of $0.10 per share per annum. Such dividends accrue annually but are payable if and when the Company declares a dividend. The Company has never paid any dividends with respect to the Series A Preferred Stock. The 2,200 outstanding shares of Series A Preferred Stock are convertible into 3,300 shares of Common Stock for no additional consideration at the option of the holder of the stock. The Series A Preferred Stock is entitled to a liquidation preference of $1.00 per share, plus any accrued and unpaid dividends. The Series A Preferred Stock may be redeemed by the Company at a redemption price of $1.00 per share plus all accrued and unpaid dividends. The amount of accumulated and unpaid dividends was approximately $26,900 as of September 30, 2014 and June 30, 2014.
The Series C Preferred stock is not convertible, but may be redeemed at the option of the Company at a redemption price of $100 per share plus accrued and unpaid dividends, at any time after October 31, 1999. The holders of the preferred stock are entitled to a cumulative dividend of 10% per annum, payable semiannually, if and when the board declares a dividend. As of September 30, 2014 and June 30, 2014, the Company had accumulated and unpaid dividends of approximately $15,900 and $14,600, respectively, on this series of preferred stock.
Item 4. Mine Safety Disclosures.
None.
None.
(a) Exhibits:
31.01 Chief Executive Officer—Certification pursuant to Rule 13a-14 (a) of the Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02 Chief Financial Officer— Certification pursuant to Rule 13a-14 (a) of the Exchange Act of 193,4 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01 Chief Executive Officer—Certification pursuant to Rule 13a-14(b) of the Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02 Chief Financial Officer— Certification pursuant to Rule 13a-14(b) of the Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| 11 |
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TUMBLEWEED HOLDINGS, INC. | ||
| Dated: January 23, 2015 | By: | /s/ Gary Herman |
| Name: Gary Herman | ||
| Title: Chief Executive Officer | ||
| By: | /s/ Seth Lukash | |
| Name: Seth Lukash | ||
| Title: Interim Chief Financial Officer | ||
| 12 |