Exhibit 7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 23, 2014
TUMBLEWEED HOLDINGS, INC.
(formerly Digital Creative Development Corporation)
(Exact Name of Registrant as Specified in Charter)
| Utah | 0-22315 | 34-1413104 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
720 Fifth Avenue, 10th Floor, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 247-0581
Digital Creative Development Corporation
(Former Name or former address, if changed since last report.)
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 (see General Instruction A.2 below):
|_| 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.
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) On December 23, 2014, Citrin Cooperman & Company, LLP tendered its resignation as Tumbleweed Holdings, Inc.’s (“Tumbleweed” or the “Company”) independent registered public accounting firm (“Citrin”). On November 24, 2014, the Board of Directors (the “Board”) of Tumbleweed engaged Citrin as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015. During the period of Citrin’s engagement from November 24, 2014 through December 23, 2014, there were no (a) disagreements with Citrin on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure or (b) reportable events, as that term is described in Item 304(a)(1)(v) of Regulation S-K.
(b) Contemporaneous with the resignation of Citrin, the Board engaged Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015, to be effective immediately.
During the fiscal years ended June 30, 2014 and 2013 and in the subsequent interim period through January 14, 2015, the Company has not consulted with Marcum LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
(b) Citrin commenced, but did not complete, a review of the Company’s September 30, 2014 financial statements. On December 15, 2014, the Company filed its Quarterly Report on Form 10-Q and accompanying financial statements and footnotes prior to Citrin, the Company’s independent registered public accounting firm, completing the Company’s SAS 100 review. On December 23, 2014, Citrin notified the Company that the filing of its Form 10-Q for the quarterly period ended September 30, 2014 was not reviewed by Citrin and; as such, the filing was incomplete. Therefore, no reliance should be made with respect to this interim report.
The Company intends to file an amendment to its September 30, 2014 Form 10-Q with an explanatory note describing such filing is incomplete because of the incomplete SAS 100 review as soon as possible.
Since we do not have an Audit Committee, our Chief Executive Officer, Mr. Gary Herman, has discussed with Citrin, the independent accountant, the matters disclosed in the filing pursuant to this Item 4.02(b).
The Company intends to file an amendment to the September 30, 2014 Form 10-Q to file unaudited interim financial statements for the quarterly period ended September 30, 2014 reviewed in accordance with SAS 100 as required by Rule 10-01(d) as promptly as practicable. Because the financial statements contained in the September 30, 2014 Form 10-Q do not meet the requirements of Rule 10-01 (d) of Regulation S-X, the Company may not be considered current in our filings under the Securities Exchange Act of 1934. Filing an amendment to the September 30, 2014 Form 10-Q, when the independent registered public accountants’ review is complete, would eliminate certain consequences of a deficient filing, but the Company may become ineligible to use Form S-3 to register securities until all required reports under the Securities Exchange Act of 1934 have been timely filed for the 12 months prior to the filing of the registration statement for those securities. The Company is evaluating the impact of filing a deficient Form 10-Q due to lack of a review by its independent registered public accounting firm on any of its contractual commitments, and any potential listing standards, and the Securities Exchange Act.
The Company has provided a copy of the foregoing Item 4.01(a) and Item 4.02(b) disclosures to Citrin and requested that Citrin furnish it with a letter addressed to the Securities and Exchange Commission stating whether Citrin agrees with the above statements. A copy of Citrin’s letter, dated January 14, 2015, is filed as Exhibit 16.1 to this Form 8-K/A. In addition, a copy of Citrin’s letter to us dated December 23, 2014 is filed as Exhibit 7 to this Form 8-K/A.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Exhibit Title | |
|
7 |
Letter from Citrin Cooperman & Company, LLP, dated December 23, 2014, regarding non-reliance on the Company’s Form 10-Q for the three months ended September 30, 2014. | |
| 16.1 | Letter from Citrin Cooperman & Company, LLP, dated January 14, 2015. | |
| 2 |
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.
| TUMBLEWEED HOLDINGS, INC. | ||
| By: | /s/ Gary Herman | |
| Gary Herman Chief Executive Officer | ||
Date: January 14, 2015
3
Exhibit 7
Exhibit 16.1
January 14, 2015
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Re: Tumbleweed Holdings, Inc.
(f/k/a Digital Creative Development Corp.)
Commission File Number: 0-22315
CIK #0001016951
Dear Ladies and Gentlemen:
On December 23, 2014, we provided notice of our resignation as the independent public accounting firm for Tumbleweed Holdings, Inc. f/k/a Digital Creative Development Corp. (the “Company”). In addition to our resignation, we notified the Company on December 23, 2014 that no reliance should be made with respect to the filing of the Company’s Form 10-Q for the quarterly period ended September 30, 2014 as we did not complete our interim review.
We have read the Company’s disclosures set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” and Item 4.02 “Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review” of the Company’s Current Report on Form 8-K/A dated December 23, 2014 (the “Current Report”) and are in agreement with the disclosures in the Current Report, insofar as it pertains to our firm.
We have no basis to agree or disagree with the other statements included in such Form 8-K/A.
Sincerely,
/s/ Citrin Cooperman & Company, LLP
New York, New York