UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended ~~December~~September 3130, ~~2013~~2014

¨ 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

~~DIGITAL~~TUMBLEWEED ~~CREATIVE~~HOLDINGS, ~~DEVELOPMENT~~INC. ~~CORPORATION~~ (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~~December 311, 2014, there were ~~127~~143,~~170~~420,667 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

~~DIGITAL~~TUMBLEWEED ~~CREATIVE~~HOLDINGS, ~~DEVELOPMENT~~INC. ~~CORPORATION~~ AND ~~SUBSIDIARY~~SUBSIDIARYFOR THE THREE MONTHS ENDEDSEPTEMBER 30, 2014

FOR THE THREE MONTHS ENDED

DECEMBER 31, 2013

INDEX

Part I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	32
	Condensed Consolidated Balance Sheets as of December 31, 2013 (Unaudited) and June 30, 2013 (Audited)	3
	Condensed Consolidated Balance Sheets as of September 30, 2014 and June 30, 2014 (Unaudited)	2
	Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2013 and 2012 (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three months ended September 30, 2014 and 2013 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2013 and 2012 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2014 and 2013 (Unaudited)
	Notes to Condensed Consolidated Financial Statements	65 - 76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	87
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	98
Item 4.	Controls and Procedures.	98
Part II	OTHER INFORMATION
Item 1.	Legal Proceedings.	109
Item 1A.	Risk Factors.	109
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	109
Item 3.	Defaults Upon Senior Securities.	109
Item 4.	Mine Safety Disclosures.	109
Item 5.	Other Information.	109
Item 6.	Exhibits.	109
	Signatures	1110
	Certifications— pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

2-1-

PART 1---FINANCIAL INFORMATION

Item 1. Financial Statements.

DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
	December 31, 2013			June 30, 2013
	(unaudited)			(audited)
	(in thousands)
ASSETS
CURRENT ASSETS
TOTAL CURRENT ASSETS	$	—		$	—
TOTAL ASSETS	$	—		$	—
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accrued expenses and other current liabilities	$	100.9		$	82.9
Dividends payable		66.1			66.1
TOTAL CURRENT LIABILITIES		167.0			149.0
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred Stock, Par Value $.01; 15,000,000 Shares Authorized; 2,700 shares designated; 14,997,300 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 $29,000		2.2			2.2
Series C Preferred Stock, Par Value $100 ; 500 Shares Authorized, Issued and Outstanding; Liquidation Preference of $128,300		50.0			50.0
Common Stock, Par Value $.01; Authorized 600,000,000 Shares; Issued and Outstanding 127,170,667 Shares		1,271.7			1,271.7
Additional paid in capital		41,296.6			41,296.6
Accumulated deficit		(42,787.5	)		(42,769.5	)
TOTAL STOCKHOLDERS' DEFICIT		(167.0	)		(149.0	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	—		$	—
See accompanying notes to condensed consolidated financial statements.

TUMBLEWEED HOLDINGS, INC. AND SUBSIDIARY

3CONDENSED CONSOLIDATED BALANCE SHEETS

DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
	September 30, 2014			June 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
	(unaudited)			(unaudited)
	December 31 ,						December 31,
	(in thousands, except number of shares)
	2013			2012			2013			2012
ASSETS
	(unaudited)						(unaudited)
CURRENT ASSETS:
	(in thousands, except per share data)						(in thousands, except per share data)
Cash	$	244.2		$	303.3
REVENUE	$	—		$	—		$	—		$	—
TOTAL CURRENT ASSETS		244.2			303.3
OPERATING EXPENSES
TOTAL ASSETS	$	244.2		$	303.3
General and administrative expenses		(9.0	)		(25.0	)		(18.0	)		(50.0	)
LIABILITIES AND STOCKHOLDERS' EQUITY
LOSS FROM OPERATIONS		(9.0	)		(25.0	)		(18.0	)		(50.0	)
CURRENT LIABILITIES:
OTHER INCOME (EXPENSE)
Accrued expenses and other current liabilities	$	115.4		$	122.9
Interest expense, net and other		—			(57.5	)		—			(115.1	)
Dividends payable		66.1			66.1
TOTAL OTHER INCOME (EXPENSE)		—			(57.5	)		—			(115.1	)
TOTAL CURRENT LIABILITIES		181.5			189.0
NET LOSS	$	(9.0	)	$	(82.5	)	$	(18.0	)	$	(165.1	)
COMMITMENTS AND CONTINGENCIES
UNDECLARED PREFERRED STOCK DIVIDENDS		(1.3	)		(36.4	)		(2.6	)		(72.8	)
STOCKHOLDERS' EQUITY:
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS	$	(10.3	)	$	(118.9	)	$	(20.6	)	$	(237.9	)
Preferred stock, par value $.01; 15,000,000 shares authorized; 2,700 shares designated; 14,997,300 shares undesignated; no undesignated shares issued and outstanding		—			—
WEIGHTED AVERAGE NUMBER OF OUTSTANDING SHARES FOR BASIC AND DILUTED EARNINGS PER SHARE		127,170,667			53,864,165			127,170,667			53,864,165
Series A convertible preferred stock, par value $1 ; 2,200 shares authorized, issued and outstanding; liquidation preference of $29.1		2.2			2.2
BASIC AND DILUTED LOSS PER SHARE	$	0.00		$	0.00		$	0.00		$	0.00
Series C preferred stock, par value $100 ; 500 shares authorized, issued and outstanding liquidation preference of $130.8		50.0			50.0
See accompanying notes to condensed consolidated financial statements.
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.

4-2-

DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
TUMBLEWEED HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
	December 31,
	For the Three Months Ended
	2013 (unaudited)			2012 (unaudited)
	September 30,
	(in thousands)
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
	(unaudited)			(unaudited)
Net loss	$	(18.0	)	$	(165.1	)
	(in thousands, except number of shares)
Adjustments to reconcile net loss to net cash used in operating activities:
Revenue	$	—		$	—
Changes in assets and liabilities:
Operating Expenses
Accrued expenses and other current liabilities		18.0			165.1
General and administrative expenses		(51.6	)		(9.0	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		—			—
Loss from Operations		(51.6	)		(9.0	)
NET CASH PROVIDED BY INVESTING ACTIVITIES		—			—
Net Loss		(51.6	)		(9.0	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		—			—
Undeclared Preferred Stock Dividends		(1.3	)		(1.3	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		—			—
Net Loss Applicable to Common Stockholders	$	(52.9	)	$	(10.3	)
CASH AND EQUIVALENTS, beginning of period		—			—
Weighted Average Number of Outstanding Shares for
CASH AND EQUIVALENTS, end of period	$	—		$	—
Basic and Diluted Earnings per Share		143,420,667			127,170,667
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Basic and Diluted Loss per Share	$	0.00		$	0.00
CASH PAID FOR:
Interest expense	$	—		$	—
Income taxes	$	—		$	—
See accompanying notes to condensed consolidated financial statements.

5-3-

DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY

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 ACTIVITIES
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.

-4-

TUMBLEWEED HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

(unaudited)

($’s in thousands)

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 ~~six~~three months ended ~~December~~September 3130, ~~2013~~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, ~~2013~~2014, which was filed with the Securities and Exchange Commission.

NOTE 2- LIQUIDITY AND FINANCIAL CONDITION

Our condensed consolidated unaudited ~~financial~~ financial statements were prepared on the assumption that we will continue as a going concern. WeAt ~~currently~~September ~~have~~30, a2014, we currently have working capital and stockholders’ equity ~~deficit~~ of approximately $~~167.0~~62,700 and no$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. ~~Although~~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~~, management believes that it can obtain the additional funds necessary to continue its operations~~.

NOTE 3- PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial ~~statements~~ statements include the accounts of ~~Digital~~Tumbleweed ~~Creative~~Holdings, ~~Development~~Inc. ~~Corporation~~ and its wholly owned subsidiary, Digital Creative Development Corporation, (collectively the "Company")~~, Digital Creative Development Company (Delaware)~~. 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 isand ~~involved~~its insubsidiaries ~~various claims~~are ~~and~~from ~~legal~~time ~~actions~~to ~~arising~~time involved in ~~the~~ ordinary ~~course~~and ofroutine ~~business~~litigation. ~~In the opinion of management, the ultimate disposition of these matters~~ ~~will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.~~

6On 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. Both Mr. Herman and Mr. Lukash have fiduciary duties within GCM Administrative Services, LLC (“GCM”) and Strategic Turnaround Equity Partners, L.P. The Lawsuit requests that the Court issue a declaratory judgment that the Defendants are not entitled to receive stock in GrowBlox pursuant to conversion rights held under promissory notes given by an affiliate of GrowBlox to GCM. On May 9, 2014, the Defendants filed an answer with counter-claims and third-party claims against Plaintiff and certain individuals affiliated with Plaintiff seeking damages for breach of fiduciary duty, unjust enrichment, quantum meruit, and breach of contract. The Company’s management does not believe that a potential unfavorable ruling in the Lawsuit would have a material impact on the Company, as GrowBlox is not seeking monetary damages against the Defendants.

~~DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY~~-5-

TUMBLEWEED HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

(unaudited)

($’s in thousands)

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	~~Three Months Ended~~				~~Six Months Ended~~
		December 31,				December 31,
	September 30,
		2013		2012		2013		2012
	2014	2013
Stock options	750,000	750,000	~~750,000~~		~~750,000~~		~~750,000~~		~~750,000~~
Stock warrants			500,000		500,000		500,000		500,000
Total	750,000	750,000
Total			1,250,000		1,250,000		1,250,000		1,250,000

7-6-

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Statements contained in this Quarterly Report on Form 10-Q, 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, ~~2013~~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 ~~December~~September 3130, ~~2013~~2014 Compared To The Three Month Period Ended ~~December~~September 3130, ~~2012~~2013.

The Company had no operating revenues and experienced a net loss of approximately $951,~~000~~600 in the three month period ended ~~December~~September 3130, ~~2013~~2014, compared to a net loss of $829,~~500~~000 in the ~~comparable~~corresponding ~~2012~~ period of the prior year. ~~After settling~~The ~~its~~increase ~~notes~~in net loss is primarily due to travel and ~~other~~related ~~debts~~costs incurred in ~~April~~the ~~2013,~~current year period as the Company ~~did~~continues ~~not~~to ~~incur~~search ~~interest~~for ~~charges~~a ~~during~~business ~~the~~it ~~three~~deems ~~months~~suitable ~~ended~~for ~~December 31,~~acquisition ~~2013~~or similar transaction. ~~The~~Certain ~~Company~~costs ~~incurred~~associated ~~approximately~~with ~~$57,500~~being ofa ~~interest~~publicly ~~expense~~held corporation are also included in ~~the~~general ~~comparable~~and ~~2012~~administrative ~~period~~expenses.

8-7-

Six Month Period Ended December 31, 2013 Compared To The Six Month Period Ended December 31, 2012.

The Company experienced a net loss of $18,000 in the six month period ended December 31, 2013 compared to a net loss of $165,100 in the comparable 2012 period. After settling its notes and other debts in April 2013, the Company did not incur interest charges during the six months ended December 31, 2013. The Company incurred approximately $115,100 of interest expense in the comparable 2012 period.

LIQUIDITY AND CAPITAL RESOURCES

The Company's current ~~liabilities~~assets exceeded its current ~~assets~~liabilities by approximately $~~167~~62,~~000~~700 at ~~December~~September 3130, ~~2013~~2014, ~~compared~~and ~~to current liabilities exceeding its current assets~~ by approximately $~~149~~114,~~000~~300 at June 30, ~~2013~~2014. The Company increased its operating obligations by approximately $1851,~~000~~600 during the ~~six~~three months ended ~~December~~September 3130, ~~2013~~ 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.

~~Since~~The ~~the~~Company has nominal assets and presently does not generate any revenue. The Company is ~~inactive~~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 ~~can~~such ~~only~~financing ~~depend~~whether on ~~funding~~acceptable ~~from~~terms ~~third~~or ~~parties~~at all, ofif ~~which~~needed, ~~there~~would ~~can~~have bea nomaterial ~~assurance~~adverse effect upon our business, financial condition and results of operations.

The proceeds of any such sales are anticipated to be principally used by the Company for general working capital purposes. The Company anticipates that its working capital needs will be financed by sales of additional equity or by additional borrowings until and unless the Company acquires a profitable operating business or makes other investments.

The consolidated unaudited financial statements were prepared on the assumption that the Company will continue as a going concern. Considering the working capital and stockholders’ equity deficit of $167,000, the Company’s ability to obtain financial resources to meet its obligations depends on raising cash by issuing additional equity or by additional borrowings. However, the Company can provide no assurance that these additional funds will be available in the amounts or at the times required. Management currently believes that it can obtain the additional funds necessary to continue its 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

~~The~~Our ~~Company's~~principal ~~chief~~ executive officer and inprincipal ~~conjunction with the chief~~ financial officer, ~~after~~performed ~~evaluating~~an evaluation of the effectiveness of ~~the~~our ~~Company's "~~disclosure controls and procedures" (as defined in ~~Rule~~Exchange Act Rules 13a-15(e) ~~under~~and ~~the Securities Exchange Act of 1934, as amended~~15d-15(e)) as of the end of the period covered by this ~~report~~Quarterly ~~(the~~Report ~~"Evaluation~~on ~~Date")~~Form ~~has~~10-Q. ~~concluded~~Disclosure controls ~~that~~and ~~the~~procedures ~~Company's~~include, ~~disclosure~~without limitation, controls and procedures ~~are~~ ~~effective~~designed into ~~ensuring~~ensure that ~~material~~ information required to be disclosed isby ~~included~~us in the reports that itwe ~~files~~file ~~with~~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.

Changes in Internal Controls

~~During~~There ~~this fiscal quarter, there~~ were no ~~significant~~ changes in the Company'’s internal ~~controls~~control over financial reporting ~~or,~~identified toin connection with the ~~knowledge~~evaluation of ~~the~~such ~~management~~internal ofcontrol ~~the~~that occurred during ~~Company,~~the inperiod ~~other~~covered ~~factors~~by this report that ~~could~~have ~~significantly~~materially ~~affect~~affected, ~~those~~or ~~controls~~are ~~subsequent~~reasonably likely to materially affect, the ~~Evaluation~~Company’s internal ~~Date~~control over financial reporting.

9-8-

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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.

Item 1A. Risk Factors.

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 ~~$26,750~~approximately ~~and~~ $26,~~640~~900 as of ~~December~~ 31September 30, ~~2013~~2014 and June 30, ~~2013, respectively~~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 ~~December~~September 3130, ~~2013~~2014 and June 30, ~~2013~~2014, the Company had accumulated and unpaid dividends of approximately $1215,~~200~~900 and $914,~~700~~600, respectively, on this series of preferred stock.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits

(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.

10-9-

SIGNATURES

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.

	DIGITAL CREATIVE DEVELOPMENT CORPORATION
	TUMBLEWEED HOLDINGS, INC.
Dated: February 14, 2014	By:	/s/ Gary Herman
Dated: December 15, 2014	By:	/s/ Gary Herman
		Name: Gary Herman
		Title: Chief Executive Officer
	By:	/s/ ~~Skuli~~Seth ~~Thorvaldsson~~Lukash
		Name: Skuli Thorvaldsson
		Name: Seth Lukash
		Title: Chief Financial Officer
		Title: Interim Chief Financial Officer

Exhibit 31.01

SECTION 302 CERTIFICATION

I, Gary Herman, Chief Executive Officer of Digital Creative Development Corporation., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended December 31, 2013 of Digital Creative Development Corporation.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in the report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2014

/s/ Gary Herman

Gary Herman

President

Exhibit 31.02

SECTION 302 CERTIFICATION

I, Skuli Thorvaldsson, Chief Financial Officer of Digital Creative Development Corporation certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended December 31, 2013 of Digital Creative Development Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2014

/s/ Skuli Thorvaldsson

Skuli Thorvaldsson

Chief Financial Officer

Exhibit 32.01

CERTIFICATION PURSUANT TO

THE SARBANES-OXLEY ACT OF 2002

CHIEF EXECUTIVE OFFICER

I, Gary Herman, certify that:

In connection with the Quarterly Report on Form 10-Q of Digital Creative Development Corporation for the quarter ending December 31, 2013 (the "Report"), the undersigned officer of the Company, certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 14, 2014

/s/ Gary Herman

Gary Herman

President

Exhibit 32.02

CERTIFICATION PURSUANT TO

THE SARBANES-OXLEY ACT OF 2002

CHIEF FINANCIAL OFFICER

I, Skuli Thorvaldsson, certify that:

(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 14, 2014

/s/ Skuli Thorvaldsson

Skuli Thorvaldsson

Chief Financial Officer

Filing Compare · TUMBLEWEED HOLDINGS, INC.