UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM 10-K



[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

For
the fiscal year ended June 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 _____________

Tumbleweed Holdings, Inc.

(Exact name of registrant as specified in its charter)



Commission file number:

000-22315





|Utah                                                           |  | 34-1413104                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|720 Fifth Avenue, 10th Floor, New York, NY                     |  | 10019                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          



Registrants telephone number, including area code:

(212) 247-0581

Securities registered pursuant to Section 12(b) of the Act:None



|Title of each class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|                    |  |                                          



Securities
registered pursuant to Section 12(g) of the Act:None

Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [
] No [X]



Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [
] No [X]



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 [
] No [X]



Indicate by
check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [
] No [X]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [
] No [X]

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.

Large accelerated filer
[ ]	Accelerated filer [
]	Non-accelerated filer [ ]	Smaller reporting company
[X]



Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [
] No [X]



State the
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of
the registrant s most recently completed second fiscal quarter.



Note.If a
determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort
and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions
reasonable under the circumstances, provided that the assumptions are set forth in the Form.



|There were 143,420,667 outstanding shares of the registrant’s common stock as of October 10, 2014.
|--------------------------------------------------------------------------------------------------







TABLE OF
CONTENTS





|             |                                                                                                               | Page
|------------ | ------------------------------------------------------------------------------------------------------------- | ----
|             | PART I                                                                                                        |     
|Item 1.      | Business.                                                                                                     | 3   
|             |                                                                                                               |     
|Item 1A.     | Risk Factors.                                                                                                 | 5   
|             |                                                                                                               |     
|Item 1B.     | Unresolved Staff Comments.                                                                                    | 5   
|             |                                                                                                               |     
|Item 2.      | Properties                                                                                                    | 5   
|             |                                                                                                               |     
|Item 3       | Legal Proceedings.                                                                                            | 5   
|             |                                                                                                               |     
|Item 4.      | Mine Safety Disclosures.                                                                                      | 5   
|             |                                                                                                               |     
|             | PART II                                                                                                       |     
|             |                                                                                                               |     
|Item 5.      | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 6   
|             |                                                                                                               |     
|Item 6.      | Selected Financial Data.                                                                                      | 6   
|             |                                                                                                               |     
|Item 7.      | Management's Discussion and Analysis of Financial Condition and Results of Operations.                        | 7   
|             |                                                                                                               |     
|Item 7A.     | Quantitative and Qualitative Disclosures About Market Risk.                                                   | 9   
|             |                                                                                                               |     
|Item 8.      | Financial Statements and Supplementary Data.                                                                  | 9   
|             |                                                                                                               |     
|Item 9.      | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.                         | 9   
|             |                                                                                                               |     
|Item 9A.   . | Controls and Procedures.                                                                                      | 9   
|             |                                                                                                               |     
|Item 9B.     | Other Information.                                                                                            | 11  
|             |                                                                                                               |     
|             | PART III                                                                                                      |     
|             |                                                                                                               |     
|Item 10.     | Directors, Executive Officers and Corporate Governance.                                                       | 12  
|             |                                                                                                               |     
|Item 11.     | Executive Compensation.                                                                                       | 12  
|             |                                                                                                               |     
|Item 12.     | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.               | 13  
|             |                                                                                                               |     
|Item 13.     | Certain Relationships and Related Transactions, and Director Independence.                                    | 13  
|             |                                                                                                               |     
|Item 14.     | Principal Accounting Fees and Services.                                                                       | 14  
|             |                                                                                                               |     
|             | PART IV                                                                                                       |     
|             |                                                                                                               |     
|Item 15.     | Exhibits, Financial Statement Schedules.                                                                      | 15  
|             |                                                                                                              
|SIGNATURES   | 16                                                                                                           
|             |                                                                                                              









Forward-Looking
Statements



This Current Report
on Form 10-K (“Form 10-K”) and other reports filed by the Registrant from time to time with the SEC (collectively the
“Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information
currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management.
When used in the filings the words “anticipate,” “believe,” “estimate,” “expect,”
“future,” “intend,” “plan,” “may,” “will,” or the negative of these
terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward-looking statements.
Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties,
assumptions and other factors relating to the Registrant’s industry, the Registrant’s operations and results of operations
and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should
the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.



Although the
Registrant believes that the expectations reflected in the forward-looking statements are reasonable, the Registrant cannot guarantee
future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities
laws of the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements
to actual results.























































PART
I



Item 1. Business.

General

Tumbleweed
Holdings, Inc. (the “Company”), formerly known as Digital Creative Development Corporation, was principally engaged
in creating and providing media content to businesses and consumers as well as managing its ownership interest in Broadcaster,
Inc. (“Broadcaster”). The Company changed its name to Tumbleweed Holdings, Inc. from Digital Creative Development Corporation
in May 2014. Currently the Company does not have existing operations.

Plan of Business

The Company
intends to locate and enter into a transaction with an existing, public or privately-held company that in management's view has
growth potential (a "Target Business"). The Company has identified the agro-technology sector, including the legalized
cannabis market and related lines of business, as a potential growth opportunity and a target industry. Presently, the Company
is focused on reviewing potential transaction with several Target Businesses and searching for additional candidates for consideration
to enter into a business combination or strategic transaction. 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 may not be available at
the times or on terms acceptable to us, or at all. In addition, acquiring, or combining with, a business involves many risks, including:

| | · | difficulty integrating acquired technologies, operations, and personnel with the existing business;
| | - | ---------------------------------------------------------------------------------------------------

| | · | diversion of management attention in connection with both negotiating the acquisitions and integrating
the assets;
| | - | ------------------------------------------------------------------------------------------------------------------

| | · | potential issuance of securities in connection with the acquisition, which securities dilute the
holders of the Company’s currently outstanding securities;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the need to incur additional debt;
| | - | ----------------------------------

| | · | strain on managerial and operational resources as management tries to oversee larger operations;
| | - | ------------------------------------------------------------------------------------------------

| | · | exposure to unforeseen liabilities of acquired companies;
| | - | ---------------------------------------------------------

| | · | 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;
and
| | - | -----------------------------------------------------------------------------------------------------------

| | · | potential dilutive issuances of equity, large and immediate write-offs, the incurrence of debt,
and amortization of goodwill or other intangible assets.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



The Company cannot
make assurances that it will complete any acquisitions or business combinations or that it will be able to obtain financing for
such acquisitions or combinations. If any acquisitions or combinations are completed, the Company cannot make assurances that it
will be able to successfully integrate the acquired or combined business into 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 the 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, a target business and 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 by a merger, consolidation or stock or asset acquisition. Pending negotiation and consummation
of a transaction, the Company anticipates that it will have, aside from carrying on its search for a transaction partner, no business
activities, and, thus, no source of revenue. 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 they are incurred.

Government
Regulation

Currently,
there are twenty-three states and the District of Columbia that have laws and/or regulations that recognize in one form or another
legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Currently, the policy and
regulations of the Federal government and its agencies is that cannabis has no medical benefit and a range of activities including
cultivation and use of cannabis for personal use is prohibited on the basis of federal law and may or may not be permitted on the
basis of state law.

Employees

As of June
30, 2014 and through the present, the Company has no employees. Gary Herman, the Company’s Chairman, Chief Executive Officer,
President and Secretary; and Skuli Thorvaldsson, the Company’s Interim Chief Financial Officer, serve on a management consulting
basis.

Mr. Thorvaldsson
became Interim Chief Financial Officer effective May 1, 2013, upon the sudden passing of the Company’s former Chief Financial
Officer, Vincent De Lorenzo.

-3-





Acquisitions

The Company has
never had plans or characterized itself as an investment company. Currently, the Company is targeting agricultural technology services
and products, with a focus on businesses related to legalized cannabis. Its historical development had been focused almost exclusively
on restaurant, software and digital entertainment businesses. Although the Company continues to search for candidates with which
to enter into business combinations or strategic transactions, it does not have an operating business except for its ownership
interest in Broadcaster, Inc. As of September 25, 2014, the Company owns approximately 2,806,000 shares of common stock of Broadcaster,
or approximately 8.0% of the total outstanding shares. An additional 226,000 shares of common stock, or approximately 0.6% of Broadcaster,
Inc. is beneficially owned by Gary Herman, the Company’s Chairman, and approximately 884,000 shares of common stock, or approximately
2.5% of Broadcaster, Inc. is beneficially owned by Bruce Galloway, the Company’s former chairman. Furthermore, approximately
372,000 shares of common stock, or approximately 1.1% are owned by Strategic Turnaround Equity Partners, LP (Cayman) an investment
fund co-managed by the Company’s Chairman and Chief Executive Officer.



The Investment
Company Act of 1940 (the “Act” ) was primarily meant to regulate investment companies, which generally include families
of mutual funds of the type offered by the Fidelity and Vanguard organizations, to pick two of many, closed-end investment companies
that are traded on the public stock markets, and certain non-managed pooled investment vehicles such as unit investment trusts.
These entities are in the business of investing, reinvesting and trading in securities and generally own relatively diversified
portfolios of publicly traded securities that are issued by companies not controlled by these entities. A company can, either deliberately
or inadvertently, come to have the defining characteristics of an investment company within the meaning of the Act without proclaiming
that fact or being willing to voluntarily submit itself to regulation as an acknowledged investment company. The Act and rules
under it contain provisions to differentiate true operating companies from companies that may be considered to have sufficient
investment-company-like characteristics to require regulation by the Act s complex procedural and substantive requirements. These
provisions apply to companies that own or hold securities, as well as companies that invest, reinvest and trade in securities,
and particularly focus on determining the primary nature of a Company’s activities, including whether an investing company
controls and does business through the entities in which it invests or, instead, holds its securities investments passively and
not as part of an operating business. For instance, under what is, for most purposes, the most liberal of the relevant tests, a
company may become subject to the Act’s registration requirements if it either holds more than 45% of its assets in, or derives
more than 45% of its income from, investments in companies that the investor does not primarily control or through which it does
not actively do business. In making these determinations the Act generally requires that a Company’s assets be valued on
a current fair market value basis, determined on the basis of securities public trading price or, in the case of illiquid securities
and other assets, in good faith by the Company’s board of directors.

In February
2012, Broadcaster withdrew its registration of securities under the Securities Exchange Act of 1934 with the Securities and Exchange
Commission (the “SEC”).

If the SEC
takes the view that the Company has been operating and continues to operate as an unregistered investment company in violation
of the Act, and does not provide the Company with a sufficient period to either register as an investment company or divest itself
of investment securities and/or acquire non-investment securities, the Company may be subject to significant potential penalties.

In the absence
of exemptions granted by the SEC (which are discretionary in nature and require the SEC to make certain findings), the Company
would be required either to register as a closed-end investment company or a business development company under the Act. If the
Company elects to register as a closed-end investment company under the Act, a number of significant requirements will be imposed
upon the Company, including limits on the values of its investment securities as a percentage of its total assets, the make-up
of its board of directors and transactions with affiliates. In order to comply with the Act, the Company may need to acquire additional
operating assets that would have a material effect on the Company’s operations. There can be no assurance that the Company
could identify such operating assets to acquire or could successfully acquire such assets. Any such acquisition could result in
the Company issuing additional shares that may dilute the equity of the Company’s existing stockholders, and/or result in
the Company incurring additional indebtedness, which could have a material impact on the Company’s balance sheet and results
of operations. Any of the above risks could result in a material adverse effect on the Company’s results of operations and
financial condition.

Going
Concern

The Company
has nominal assets and presently does not generate any revenues. The Company is dependent upon the receipt of capital investment
and other financing to fund its ongoing operations and to execute its business plan. If continued funding and capital resources
are unavailable at reasonable terms, the Company may not be able to implement its plan of operations. The Company may be required
to obtain alternative or additional financing, from financial institutions or otherwise, in order to maintain and expand our existing
operations. The failure by us to obtain such financing, if needed, would have a material adverse effect upon our business, financial
condition and results of operations.

Our financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. Our independent registered public accounting firm has included an explanatory paragraph in their
report in our audited financial statements for the period ended June 30, 2014 to the effect that our losses from operations
and our negative cash flows from operations raise substantial doubt about our ability to continue as a going concern. Our financial
statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. We may be
required to cease operations which could result in our stockholders losing all or almost all of their investment.



-4-





Recent
Financings

On April
1, 2014, the Company entered into a securities purchase agreement with an accredited investor (the “Investor”), pursuant
to which the Company agreed to issue the Investor 1,250,000 shares of its common stock for an aggregate purchase price of $25,000.
As of the date of this Annual Report, the Company terminated the securities purchase agreement as a result of the Investor failing
to make a timely payment in compliance with the terms of the agreement. No shares of common stock of the Company were issued to
the Investor by the Company under such agreement.

On April
4 and 14, 2014, the Company entered into two separate securities purchase agreements with two accredited investors, pursuant to
which the Company agreed to issue an aggregate of 16,250,000 shares of its common stock for an aggregate purchase price of $325,000.
The transactions closed on April 4 and 18, 2014, respectively.

Item 1A.
Risk Factors.

As a “smaller
reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 1B.
Unresolved Staff Comments.

As a “smaller
reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 2. Properties.

The Company's principal
executive offices are located at 720 Fifth Avenue, 10th Floor New York, NY 10019. The Company is utilizing office space and equipment
of its management at no cost to the Company until an acquisition or business transaction is consummated. Management estimates such
amounts to be immaterial.



Item 3. Legal
Proceedings.

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. 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.



Item 4. Mine
Safety Disclosures.

Not Applicable.















-5-





PART II

Item 5. Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The following
table sets forth the high and low prices for the periods indicated as reported by the National Daily Quotation Service, Inc. between
dealers and do not include retail mark-ups, mark-downs, or commissions and do not necessarily represent actual transactions, as
reported by the National Association of Securities Dealers Composite Feed or other qualified inter-dealer quotation medium. On
October 10, 2014 the closing price of the Company’s shares was $.03/share.

|                 |  | High |      | Low
|---------------- |  | ---- | ---- | ---
|2013 Fiscal Year |  |      |      |    
|First Quarter    |  | $    | 0.02 |    
|Second Quarter   |  | $    | 0.03 |    
|Third Quarter    |  | $    | 0.02 |    
|Fourth Quarter   |  | $    | 0.03 |    
|                 |  |      |      |    
|2014 Fiscal Year |  |      |      |    
|First Quarter    |  | $    | 0.02 |    
|Second Quarter   |  | $    | 0.08 |    
|Third Quarter    |  | $    | 0.09 |    
|Fourth Quarter   |  | $    | 0.09 |    



Common
Stock

Our Articles of Incorporation
authorizes the issuance of up to 1,000,000,000 shares of common stock, par value $.01 per share. The common stock is eligible for
trading on the Over-the-Counter Bulletin Board under the symbol “DCDC,” but a trading market has not developed to date.
As of September 25, 2014, there were approximately 501 holders of record of the Company’s common stock.



The Company’s
common stock is a “penny stock” as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules require
a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer
also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer
and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the
customer’s account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules,
must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser’s
written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules. So long as the common stock of the Company is subject to the
penny stock rules, it may be more difficult to sell the Company’s common stock.



Dividends

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 and $26,600 as of June 30, 2014 and 2013, respectively.

In November
and December 1997, the Company consummated a private placement with respect to equity units consisting of shares of its Series
C Preferred Stock and warrants to purchase shares of common stock for aggregate proceeds of $990,000. The Company sold 9,900 shares
of Series C Preferred Stock with warrants to purchase 148,500 shares of common stock attached. The preferred stock is not convertible,
but may be redeemed at the option of the Company at a redemption price of $100/share plus accrued and unpaid dividends, at any
time. The holders of the preferred stock are entitled to a cumulative dividend of 10% per annum, payable semi-annually, if and
when the Board declares a dividend. On April 30, 2013, the holders of an aggregate of 9,400 shares of the Company’s Series
C Preferred Stock, representing 95% of the total number of outstanding shares of Series C Preferred, converted their shares of
Series C Preferred into an aggregate of 25,509,721 shares of the Company’s Common Stock. The Company declared a dividend
payable of $66,113 for the remaining holders who had not converted their Series C Preferred Shares. As of June 30, 2014 and 2013,
the Company had accumulated and unpaid dividends of approximately $14,700 and $9,700, respectively, on this series of preferred
stock.

-6-





On September
28, 1998, the Company sold 4,000 shares of Series D Preferred Stock and Common Stock Purchase Warrants with gross proceeds of an
aggregate amount of $400,000. The preferred stock is convertible into 400,000 shares of common stock. The holders of the preferred
stock are entitled to a cumulative dividend of 15% per annum, payable semi-annually, if and when the Board declares a dividend.
The Company never paid any dividend with respect to the Series D Preferred Stock. On April 30, 2013, the holders of an aggregate
of 4,000 shares of the Company’s Series D Preferred Stock, representing 100% of the total number of outstanding shares of
Series D Preferred, converted their shares of Series D Preferred Stock and accumulated and unpaid dividends of $875,000 into an
aggregate of 14,899,747 shares of the Company’s Common Stock..

To date,
the Company has not been current with dividends due to preferred shareholders of Series A and C Preferred Stock; the Company has
not paid any dividends on its Common Stock. The payment of dividends, if any, in the future is within the discretion of the Board
of Directors and will depend upon the Company's earnings, its capital requirements and financial condition, and other relevant
factors. The Company does not intend to declare any dividends in the foreseeable future, but instead intends to retain all earnings,
if any, for use in the Company's business operations. No dividends may be distributed with respect to the Common Stock so long
as there are accrued and unpaid dividends on any Preferred Stock.

Securities
Authorized for Issuance under Equity Compensation Plans

The Company does not
have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to
issue any or all of our authorized but unissued shares without stockholder approval.



Recent Sales of
Unregistered Securities



On April
1, 2014, the Company entered into a securities purchase agreement with an accredited investor (the “Investor”), pursuant
to which the Company agreed to issue the Investor 1,250,000 shares of its common stock for an aggregate purchase price of $25,000.
As of the date of this Annual Report, the Company terminated the securities purchase agreement as a result of the Investor failing
to make a timely payment in compliance with the terms of the agreement. No shares of common stock of the Company were issued to
the Investor by the Company under such agreement.

On April 4 and 14,
2014, the Company entered into two separate securities purchase agreements with two accredited investors, pursuant to which the
Company agreed to issue an aggregate of 16,250,000 shares of its common stock for an aggregate purchase price of $325,000. The
transactions closed on April 4 and 18, 2014, respectively.



For each of the above,
we relied on Section 4(2) of the Securities Act, as providing an exemption from registering the sale of these shares of common
stock under the Securities Act because, among other reasons, the offerees/issuees were accredited investors who were not subject
to any general solicitation.



Issuer Purchases
of Equity Securities



None.



Item 6. Selected
Financial Data.

As a “smaller
reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.



Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations.

This Management's
Discussion and Analysis of Financial Condition and Results of Operations of the Company below provides information that the Company
believes is relevant to an assessment and understanding of the Company's consolidated financial condition, changes in financial
condition, and results of operations. This Management's Discussion and Analysis of Financial Condition and Results of Operations
of the Company should be read in conjunction with the consolidated financial statements and related notes.

Plan of Operation

Our principal
business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination
with a business rather than immediate, short-term earnings. The Company intends to locate and enter into a transaction with an
existing, public or privately-held company that in management's view has growth potential (a "Target Business"). The
Company has identified several companies in the agro-technology sector, including the legalized cannabis market and related lines
of business, as Target Businesses. Presently, the Company is focused on reviewing potential transactions with several identified
Target Businesses and searching for additional candidates to consider entering into a business combination or strategic transaction
with.

The Company
currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring
costs related to:

(i)           filing
Exchange Act reports, and

(ii)          investigating,
analyzing and consummating an acquisition.

-7-





We believe
we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to
or invested in us by our stockholders, management or other investors. There are no assurances that the Company will be able to
secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability
to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities
arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our
ability to find a suitable Target Business and enter into a possible reverse merger with such company. Management’s plan
includes obtaining additional funds by equity financing through a reverse merger transaction, however there is no assurance of
additional funding being available.

The Company
may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds
for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which
may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination
may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires
to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and
loss of voting control which may occur in a public offering.

Any Target
Business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including
entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect
a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor
to evaluate the risks inherent in a particular Target Business, there can be no assurance that we will properly ascertain or assess
all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily
to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result
of our management’s plan to offer a controlling interest to a Target Business in order to achieve a tax-free reorganization.
This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset
potential losses from one venture against gains from another.

The Company
anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions,
rapid technological advances being made in some industries and shortages of available capital, our management believes that there
are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly
traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating
or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors
in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater
flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business
combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult and complex.

Results of
Operations Fiscal 2014 and Fiscal 2013

The Company
had no operating revenues in fiscal years 2014 or 2013. General and administrative expenses and were $61,700 and $120,000 for the
fiscal years ended June 30, 2014 and 2013, respectively. Net loss for the fiscal years ended June 30, 2014 and 2013 was $61,700
and $478,600, respectively. The decrease in net loss is primarily due to the absence in the current fiscal year of interest expense
and a realized loss on marketable securities available for sale, partially offset by a gain on settlement of debt and accrued expenses
incurred in the prior fiscal year period. The Company continues to search for a business it deems suitable for acquisition or similar
transaction.

New Accounting
Standards

There are
no recently issued accounting pronouncements that are not yet effective that are expected to have a material impact on the Company’s
financial position, results of operations, or disclosures in the consolidated financial statements.

Liquidity
and Capital Resources

The Company’s
current assets exceeded its current liabilities by $114,300 at June 30, 2014, compared to current liabilities exceeding its current
assets by $149,000 at June 30, 2013. The change in working capital is primarily the result of proceeds, in the amount of $325,000,
from the sale of the Company’s common stock. Current and total liabilities were $189,000 and $149,000 at June 30, 2014 and
2013, respectively.

In April 2003, the Company issued $345,000 of secured promissory notes with interest at 10% to a group of seven investors.
On April 30, 2013, all of these notes and accrued and unpaid interest, which amounted to $1,260,836, were converted into 14,734,222
shares of the Company’s common stock which had a market value of $147,342. For the year ended June 30, 2013, the Company
recognized a gain on the settlement of $1,113,494 from this transaction.

On September
18, 2003, the Company entered into a 15% one-year note (the “Note”) with IMSI (n/k/a “Broadcaster”) whereby
the Company borrowed $350,000. On January 5, 2005, Broadcaster sold and assigned the Note, which then had a principal amount of
$325,000, to Mag-Multi Corporation ("Mag-Multi"). On April 30, 2013, Mag-Multi converted the Note and accrued and unpaid
interest, which amounted to $607,971 into 7,152,246 shares of the Company’s common stock which had a market value of $71,522.
For the year ended June 30, 2013, the Company recognized a gain on the settlement of $536,449 from this transaction.

-8-





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.



Cash provided by financing
activities was $325,000 for the fiscal year ended June 30, 2014 which reflects proceeds from the sale of the Company’s common
stock (see Recent Financing below).



Recent Financing



On April
1, 2014, the Company entered into a securities purchase agreement with an accredited investor (the “Investor”), pursuant
to which the Company agreed to issue the Investor 1,250,000 shares of its common stock for an aggregate purchase price of $25,000.
As of the date of this Annual Report, the Company terminated the securities purchase agreement as a result of the Investor failing
to make a timely payment in compliance with the terms of the agreement. No shares of common stock of the Company were issued to
the Investor by the Company under such agreement.

On April 4 and 14,
2014, the Company entered into two separate securities purchase agreements with two accredited investors, pursuant to which the
Company agreed to issue an aggregate of 16,250,000 shares of its common stock for an aggregate purchase price of $325,000. The
transactions closed on April 4 and 18, 2014, respectively.



Off-Balance
Sheet Arrangements

The Company
does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to investors.

Contractual
Obligations

| |  | As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
| |  | ----------------------------------------------------------------------------------------------------------------------------------

Going
Concern

Our financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. We have a history of losses that are likely to continue in the future. Our financial statements
do not include any adjustments that might be necessary should we be unable to continue as a going concern. We may be required to
cease operations which could result in our stockholders losing all or almost all of their investment.



Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.

The Company’s
equity investments are concentrated in Broadcaster, Inc. At June 30, 2014, 100% of the total fair value of equity investments was
concentrated in Broadcaster, Inc. The Company’s present preferred strategy is to hold equity investments for trading purposes
and for long-term strategic purposes. Thus, the Company’s management is not necessarily troubled by short term equity price
volatility with respect to its investments provided that the underlying business, economic and management characteristics of the
investees remain favorable. The carrying values of investments subject to equity price risks are based on quoted market prices
or management s estimates of fair value as of the balance sheet dates. Market prices are subject to fluctuation and, consequently,
the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. Fluctuation
in the market price of a security may result from perceived changes in the underlying economic characteristics of the investee,
the relative price of alternative investments and general market conditions. Furthermore, amounts realized in the sale of a particular
security may be affected by the relative quantity of the security being sold.

Item 8. Financial
Statements and Supplementary Data.

The financial statements
are filed as part of this Annual Report on Form 10-K.



Item 9. Changes
in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.



Item 9A.
Controls and Procedures.

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 Annual Report on Form 10-K.
Disclosure controls and procedures include, without limitation, controls and procedures designed to

-9-





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 June 30, 2014, our disclosure controls and procedures were effective
for the year ended June 30, 2014, subject to the two material weaknesses described below.



Management’s
Report on Internal Control Over Financial Reporting



Management is responsible
for establishing and maintaining adequate internal controls over financial reporting for the Company. Internal control over financial
reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board
of Directors, management and other personnel, 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 and
includes those policies and procedures that:



| | · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the company’s assets that could have a material effect on the financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.



Internal control
over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent
limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject
to lapses in judgment and breakdowns resulting from human failure. Internal control over financial reporting can also be circumvented
by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not
be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are
known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though
not eliminate, this risk.

|
|

We assessed the
effectiveness of the Company’s internal control over financial reporting as of June 30, 2014. In making this assessment,
the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of
the Treadway Commission’s Internal Control-Integrated Framework.



As a result of this
assessment, we have determined that our internal control over financial reporting was ineffective as of June 30, 2014. We
had neither the resources, nor the personnel, to provide an adequate control environment. The following two material weaknesses
in our internal control over financial reporting existed at June 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 fiscal year
ended June 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.

-10-







Attestation Report
of the Independent Registered Public Accounting Firm



This annual report
does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant
to Section 404(c) of the Sarbanes-Oxley Act that permits us to provide only management’s report in this Annual Report.



Changes in Internal
Control over Financial Reporting



There were no significant
changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of fiscal 2014
that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.



Item 9B. Other
Information.

None.

















































-11-





PART
III

Item 10. Directors, Executive
Officers, Promoters and Control Persons.

Name	 	 Age	
Position





|Gary Herman |  | 50 | Chairman of the Board, Chief Executive Officer, and Secretary
|----------- |  | -- | -------------------------------------------------------------
|            |  |    |                                                              
|Seth Lukash |  | 68 | Director                                                     



|Skuli Thorvaldsson |  | 72 | Director and Interim Chief Financial Officer
|------------------ |  | -- | --------------------------------------------
|                   |  |    |                                             

Gary Herman

Mr. Herman was elected
to the Board of Directors in May 2001 and became Chairman and Chief Executive officer in January 2002. Mr. Herman is a Managing
Member of Galloway Capital Management, LLC as well as a Registered Representative with Arcadia Securities LLC, a FINRA registered
broker-dealer based in New York. Prior to this, from 1997 to 2002, he was an investment banker with Burnham Securities, Inc. Prior
to joining Burnham, he was the managing partner of Kingshill Group, Inc., a merchant banking and financial firm with offices in
New York and Tokyo. Mr. Herman has a B.S. from the State University of New York at Albany.

Seth
Lukash

Mr. Lukash
has been a director of the Company since May 2014. He has 30 years of experience as a CEO of various technology companies. He was
the Chairman and CEO of Tridex Corporation from 1983 to 1995. Under Mr. Lukash's leadership, Tridex grew its revenues from $6 million
to over $100 million. Mr. Lukash then became CEO and Chairman of Progressive Software, a large provider of application software
to the restaurant and hospitality market from 1995 to 2001. Between 2001 and 2003 he was CEO of Food Automation Services and Smart
Commercial Kitchens, a group of privately held companies providing controls and technology to the food services industry. Mr. Lukash
is a director of Strategic Turnaround Master Partnership, Ltd. (Cayman). He also serves as advisor to Strategic Turnaround Equity
Partners, LP (Cayman), which is a fund focused on investments in public and private companies. He graduated from the University
of Miami in 1968 with a B.A. in Finance.

Skuli
Thorvaldsson

Mr. Thorvaldsson
has been a member of the Board of Directors since May 1996. On May 1, 2013, Mr. Thorvaldsson was elected Interim Chief Financial
Officer due to the sudden death of the Company’s former Chief Financial Officer. Previously, Mr. Thorvaldsson was the Company’s
Chief Financial Officer from February 2002 to July 2007. Mr. Thorvaldsson is a private entrepreneur/investor. From 1980 to 2003,
Mr. Thorvaldsson was the Chief Executive Officer of the Hotel Holt in Reykjavík, Iceland. He is a director of Holt Holdings
S.A., a Luxembourg-based investment company. Mr. Thorvaldsson graduated from the Commercial College of Iceland and the University
of Barcelona and holds a law degree from the University of Iceland.

Each Director
is elected to serve until the Company's next annual meeting of shareholders and until his successor is duly elected and qualified.

There are
no agreements with respect to the election of directors. Executive officers are appointed annually by the Board of Directors and
each executive officer serves at the discretion of the Board of Directors.

The Company
has adopted a Code of Ethics, which is administered by the Board of Directors. A copy is available upon request from the Company.

Section 16(a) of the
Exchange Act requires the Company's officers, directors and persons who own more than ten percent of the Company's common shares
to file reports of ownership with the SEC and to furnish the Company with copies of these reports. Based solely upon its review
of reports received by it, or upon written representations from certain reporting persons that no reports were required, the Company
believes that during fiscal year ended June 30, 2014 all filing requirements were met.



Item 11. Executive
Compensation.

The following
table provides certain summary information concerning the compensation paid or accrued by the Company to or on behalf of its Chief
Executive Officer and the other named executive officers of the Company for services rendered in all capacities to the Company
and its subsidiaries for the fiscal years ended June 30, 2014 and 2013.

-12-





(a) Summary Compensation
Table





*On May 1, 2013,
the Company’s Board elected Mr. Thorvaldsson as the Company’s Interim Chief Financial Officer due to the sudden death
of Mr. De Lorenzo.



Executive
Compensation

GH Ventures
LLC, an entity of which Gary Herman is the sole member, provides services as the Company's Chairman, Chief Executive Officer and
Secretary. Due to the limited available working capital of the Company, he has received minor compensation since taking office
in January 2002. Although Mr. Herman does not receive any recurring compensation, he is compensated from time to time for his services
as funds are available.

Mr. Thorvaldsson is
the Company's Interim Chief Financial Officer. He has not received any recurring compensation and is compensated from time to time
for his services as funds are available.



Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



The following
table sets forth information as of October 10, 2014 with respect to officers, directors and persons who are known by the Company
to be beneficial owners of more than 5% of the Company's Common Stock. Except as otherwise indicated, the Company believes that
the beneficial owners of the Common Stock listed below, based on information furnished by such owners, have sole investment and
voting power with respect to such shares, subject to community property laws where applicable.

|Shareholder                       | Shares      | Percentage
|--------------------------------- | ----------- | ----------
|Charles Hallinan                  | 15,000,000  | 10.46%    
|Bruce R. Galloway (1)             | 13,466,898  | 9.39%     
|Skuli Thorvaldsson (2)            | 18,971,970  | 13.23%    
|Gary Herman (3)                   | 5,646,305   | 3.94%     
|James and Alexander Goren         | 12,514,718  | 8.73%     
|Officers and Directors as a group | 24,618,275  | 17.17%    
|Total Outstanding shares          | 143,420,667 | 100.00%   



| | (1) | Consists of (i) 11,926,494 common shares owned directly by Mr. Galloway, (ii) 1,040,404 common
shares owned by Jacombs Investments, Ltd. for which Mr. Galloway has the power to vote and dispose and (iii) 500,000 shares held
by Mr. Galloway’s children for whom Mr. Galloway has the discretion to vote and dispose.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Consists of 1,250,000 common shares owned directly by Mr. Thorvaldsson and (ii) 17,721,970 common
shares owned by NTS Financial Services for which Mr. Thorvaldsson is an advisor and has the power
to vote and dispose.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Consists of (i) 80,000 shares owned directly by Mr. Herman, (ii) 1,045,412 common shares held by
GH Ventures, LLC which Mr. Herman is sole owner and beneficiary, (iii) 220,302 common shares held by GCM Administrative Services
LLC for which Mr. Herman has the discretion to vote and dispose, (iv) 980,216 common shares held by Galloway Capital Management,
LLC for which Mr. Herman has the discretion to vote and dispose and (v) 3,320,375 common shares held by an investment fund Strategic
Turnaround Equity Partners, LP (Cayman)(“STEP”) which is managed by Galloway Capital Management, LLC. Mr. Herman, a
managing member of Galloway Capital Management, LLC disclaims beneficial ownership of the shares held by STEP except to the extent
of being a limited partner in STEP for which Mr. Herman has the discretion to vote and dispose.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 13.
Certain Relationships and Related Transactions, and Director Independence.

During the
fiscal year ended June 30, 2014, there has not been any transaction or series of similar transactions to which we were or are a
party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors or executive officers, any

-13-





holder of more than 5% of any
class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct
or indirect material interest, other than the compensation arrangements described herein.

Item 14.
Principal Accounting Fees and Services.

The following
table presents fees for professional audit services rendered by Rosen Seymour Shapss Martin & Company LLP for the audit of
our annual financial statements and fees for other services for the fiscal years ended June 30, 2014 and 2013. These fees are categorized
as audit fees, audit related fees, tax fees and all other fees. The nature of the services provided in each category is described
following the table.

|                        |  |   | Fiscal |  |  |   | Fiscal | 
|----------------------- |  | - | ------ |  |  | - | ------ | 
|                        |  |   | 2014   |  |  |   | 2013   | 
|Fee Category            |  |   |        |  |  |   |        | 
|Audit fees: (1)         |  | $ | 45,000 |  |  | $ | 37,689 | 
|                        |  |   |        |  |  |   |        | 
|Audit related fees: (2) |  |   | None   |  |  |   | None   | 
|                        |  |   |        |  |  |   |        | 
|Tax fees: (3)           |  |   | None   |  |  |   | None   | 
|                        |  |   |        |  |  |   |        | 
|All other fees: (4)     |  |   | None   |  |  |   | 2,650  | 
|                        |  |   |        |  |  |   |        | 
|Total                   |  | $ | 45,000 |  |  | $ | 40,339 | 



| | 1. | Audit fees.These fees generally consist of professional services rendered for the audits of
                                         the financial statements of the Company and its internal control over financial reporting,
                                         quarterly reviews, consents, income tax provision procedures and assistance with and
                                         review of documents filed with the SEC.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Audit-related fees. These fees generally consist of assurance and other services
related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed
by the independent registered public accounting firm, issuance of consents, due diligence related to acquisitions, internal control
reviews, attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting
standards.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Tax fees.These fees generally relate primarily to tax compliance, including review
and preparation of corporate tax returns, assistance with tax audits, review of the tax treatment for certain expenses and tax
due diligence relating to acquisitions. They also include fees for state and local tax planning and consultations with respect
to various tax matters.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | All other fees. These fees generally consist of reviews for compliance with various
government regulations, risk management and treasury reviews and assessments and audits of various contractual arrangements.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Policy on
Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors

We do not currently
have an Audit Committee and all actions that would otherwise be handled by the Audit Committee are undertaken by our full Board
of Directors. If and when we find a suitable merger candidate and we successfully enter into a merger transaction whereby a company
with assets and operations survives, we intend to establish an Audit Committee that fulfills the independent and other requirements
promulgated by the SEC. However, recognizing the SEC policies regarding auditor independence, our Board of Directors has responsibility
for appointing, setting compensation and overseeing the work of the independent auditor. In recognition of this responsibility,
our Board of Directors has established a policy to pre-approve all audit and permissible non-audit services provided by the independent
auditor.



Our Board
of Directors may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated
must report, for informational purposes only, any pre-approval decisions to our Board of Directors at its next scheduled meeting.Our Board has determined that the services rendered by Rosen Seymour Shapss Martin & Company, LLP are compatible with maintaining
their independence as the Company’s principal accountants and independent auditors.









-14-





PART
IV



Item 15. Exhibits, Financial
Statement Schedules.



(a)

| | (1) | Financial Statements:                                                                                                                                                                                                                 | Page Number from this Form 10-K
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------
| |     | Report of Independent Registered Public Accounting Firm                                                                                                                                                                               | F-1                            
| |     | Consolidated Balance Sheets - June 30, 2014 and 2013                                                                                                                                                                                  | F-2                            
| |     | Consolidated Statements of Operations and Comprehensive Income (Loss) - years ended June 30, 2014 and 2013                                                                                                                            | F-3                            
| |     | Consolidated Statements of Stockholders’ Equity (Deficit) - years ended June 30, 2014 and 2013                                                                                                                                        | F-4                            
| |     | Consolidated Statements of Cash Flows - years ended June 30, 2014 and 2013                                                                                                                                                            | F-5                            
| |     | Notes to Consolidated Financial Statements                                                                                                                                                                                            | F-6                            
| |     |                                                                                                                                                                                                                                       |                                
| | (2) | Consolidated Financial Statement Schedules:                                                                                                                                                                                           |                                
| |     | None                                                                                                                                                                                                                                  |                                
| |     |                                                                                                                                                                                                                                       |                                
| | (3) | Exhibits:                                                                                                                                                                                                                             |                                
| |     | A list of
        exhibits filed or furnished with this report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished
        by us) is provided in the Exhibit Index on page 18of
        this report. |                                





































-15-





SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual

Report
to be signed on our behalf by the undersigned, thereunto duly authorized.





|Date: October 13, 2014 |  | Tumbleweed Holdings, Inc.       | 
|---------------------- |  | ------------------------------- | 
|                       |  | By: /s/ Gary Herman             | 
|                       |  | Gary Herman                     | 
|                       |  | Chief Executive Officer         | 
|                       |  |                                 | 
|                       |  |                                 | 
|Date: October 13, 2014 |  | Tumbleweed Holdings, Inc.       | 
|                       |  | By: /s/ Skuli Thorvaldsson      | 
|                       |  | Skuli Thorvaldsson              | 
|                       |  | Interim Chief Financial Officer | 









Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:





| | Signature              |  | Title                                        |  | Date            
| | ---------------------- |  | -------------------------------------------- |  | ----------------
| |                        |  |                                              |  |                 
| | /s/ Gary Herman        |  | Chairman of the Board                        |  | October 13, 2014
| | Gary Herman            |  | and Chief Executive Officer                  |  |                 
| |                        |  | (Principal Executive Officer)                |  |                 
| |                        |  |                                              |  |                 
| |                        |  |                                              |  |                 
| | /s/ Skuli Thorvaldsson |  | Director and Interim Chief Financial Officer |  | October 13, 2014
| | Skuli Thorvaldsson     |  | (Principal Accounting Officer)               |  |                 





































-16-









TUMBLEWEED
HOLDINGS, INC.
EXHIBIT INDEX

Exhibit

No.	Exhibit
Description



|3.1.1 | Certificate of Incorporation. (1)                                                                                                                                      
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1.2 | Agreement and Plan of Reorganization and First Addendum dated December 5, 1983. (1)                                                                                    
|3.1.3 | Certificate of Merger dated January 23, 1984. (1)                                                                                                                      
|3.1.4 | Articles of Merger dated January 27, 1984. (1)                                                                                                                         
|3.1.5 | Articles of Amendment to Articles of Incorporation dated January 27, 1984. (1)                                                                                         
|3.1.6 | Amendment to Articles of Incorporation dated January 27, 1986. (1)                                                                                                     
|3.1.7 | Articles of Amendment to Articles of Incorporation dated June 28, 1996. (1)                                                                                            
|3.1.8 | Articles of Amendment to Articles of Incorporation dated July 31, 2000. (2)                                                                                            
|3.2   | Bylaws. (1)                                                                                                                                                            
|4.2   | Certificate of Designation of Series A Preferred Stock. (1)                                                                                                            
|4.10  | Certificate of Designation of Series B Preferred Stock. (1)                                                                                                            
|4.4   | Certificate of Designation of Series C Preferred Stock of Warrant to Burnham Securities Inc. (1)                                                                       
|4.5   | Certificate of Designation of Series D Preferred Stock. (1)                                                                                                            
|10.1  | Form of Stock Option to Employees. (1)                                                                                                                                 
|10.2  | Form of agreement with holders of Series A Preferred Stock. (1)                                                                                                        
|10.3  | Assignment Agreement of the Promissory Note between the Company, International Microcomputer Software, Inc. and Mag-Multi Corporation dated as of February 3, 2005. (3)
|10.4  | Amendment No.2 to the Promissory Note in favor of Mag-Multi dated June 5, 2005. (3)                                                                                    
|10.5  | Code of Ethics. (4)                                                                                                                                                    
|10.6  | Amendment No. 3 to the Promissory Note in favor of Mag-Multi dated December 14, 2005. (5)                                                                              
|10.7  | Amendment No. 4 to the Promissory Note in favor of Mag-Multi dated May 31, 2006. (5)                                                                                   
|10.8  | Amendment No. 5 to the Promissory Note in favor of Mag-Multi dated May 30, 2007. (5)                                                                                   
|10.9  | Form of Conversion Agreement and General Release dated April 30, 2013, between Digital Creative Development Corporation and Goren Bros, LP. (6)                        
|10.10 | Form of Conversion Agreement and General Release dated April 30, 2013, between Digital Creative Development Corporation and GCM Administrative Services. (6)           
|10.11 | Form of Conversion Agreement and General Release dated April 30, 2013, between Digital Creative Development Corporation and Lieyrissjodurinn Hlif. (6)                 
|10.12 | Form of Conversion Agreement and General Release dated April 30, 2013, between Digital Creative Development Corporation and Mag-Multi Corporation. (6)                 
|21    | List of Subsidiaries. (2)                                                                                                                                              
|31.1  | Certifications Pursuant to Rule 13(a)-14(a)/15(d)-14(a). (7)                                                                                                           
|31.2  | Certifications Pursuant to Rule 13(a)-14(a)/15(d)-14(a). (7)                                                                                                           
|32.1  | Section 1350 Certifications. (7)                                                                                                                                       
|32.2  | Section 1350 Certifications. (7)                                                                                                                                       







| | (1) | Previously Filed with Form 10-SB Declared Effective on August 12, 1997.
| | --- | -----------------------------------------------------------------------

| | (2) | Previously filed with Form 10-KSB for the fiscal year ended June 30, 2000.
| | --- | --------------------------------------------------------------------------

| | (3) | Previously filed with Form 10-KSB for the fiscal year ended June 30, 2002.
| | --- | --------------------------------------------------------------------------

| | (4) | Previously filed with Form 10-KSB for the fiscal year ended June 30, 2004.
| | --- | --------------------------------------------------------------------------

| | (5) | Previously filed with Form 10-KSB for the fiscal year ended June 30, 2005.
| | --- | --------------------------------------------------------------------------

| | (6) | Previously filed with Form 10-K for the fiscal year ended June 30, 2013.
| | --- | ------------------------------------------------------------------------

| | (7) | Filed herewith.
| | --- | ---------------





-17-





TUMBLEWEED
HOLDINGS, INC.

INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS





|Report of Independent Registered Public Accounting Firm               | F-1      
|--------------------------------------------------------------------- | ---------
|                                                                      |          
|Consolidated Balance Sheets                                           | F-2      
|                                                                      |          
|Consolidated Statements of Operations and Comprehensive Income (Loss) | F-3      
|                                                                      |          
|Consolidated Statements of Stockholders’ Equity (Deficit)             | F-4      
|                                                                      |          
|Consolidated Statements of Cash Flows                                 | F-5      
|                                                                      |          
|Notes to Consolidated Financial Statements                            | F-6 - F11













































































-18-









REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders
Tumbleweed Holdings, Inc. and Subsidiary



We have audited the
accompanying consolidated balance sheets of Tumbleweed Holdings, Inc. and Subsidiary as of

June 30,
2014 and 2013, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity
(deficit) and cash flows for the years then ended. The consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted
our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion,
the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tumbleweed
Holdings, Inc. and Subsidiary as of June 30, 2014 and 2013, and the result of their operations and their cash flows for the years
then ended, in conformity with accounting principles generally accepted in the United States.



The accompanying
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has recurring losses from operations and a net capital and equity of $114,300 that raise substantial
doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also
described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





|October 13, 2014 |  | Tumbleweed Holdings, Inc.                         | 
|---------------- |  | ------------------------------------------------- | 
|                 |  | By: /s/ Rosen Seymour Shapss Martin & Company LLP | 
|                 |  | Rosen Seymour Shapss Martin & Company LLP         | 
|                 |  | Certified Public Accountants                      | 



















F-1











F-2











F-3











































F-4











F-5







TUMBLEWEED
HOLDINGS, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2014 and 2013





1. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES
OF CONSOLIDATION

The consolidated
financial statements include the accounts of Tumbleweed Holdings, Inc. and its wholly owned subsidiary, (collectively the "Company"),
Digital Creative Development Corporation (Delaware). All significant inter-company accounts and transactions have been eliminated
in consolidation.

ORGANIZATION

Tumbleweed
Holdings, Inc. (the "Company") was originally founded in 1969 as Arthur Treacher's Fish & Chips, Inc., a Delaware
corporation. Since then, the Company has purchased several businesses and has changed its corporate identity by merging into other
corporate entities.

The Company
sold its interest in Arthur Treacher's Fish & Chips, Inc. in 2002 and currently has no active business. In 2001 and 2002, the
Company acquired a controlling interest in International Microcomputer Software, Inc. ("IMSI"), (n/k/a Broadcaster, Inc.
(“Broadcaster”) which had been a developer and publisher of productivity software in precision design, graphics design
and other related business applications, as well as graphics and CAD (Computer Aided Design) software and internet technology.
On June 2, 2006, Broadcaster closed on its acquisition of AccessMedia Networks, Inc. The combined company operated an Internet
entertainment network under the name Broadcaster. Since its original investment, the Company's ownership interest in Broadcaster
has decreased to approximately 8% as of September 25, 2014. During the fourth quarter of fiscal 2014, the Company changed its name
to Tumbleweed Holdings, Inc. and disclosed that it is reviewing potential corporate transactions in the legalized cannabis market
and within the broader agro-technology sector.

STOCK-BASED
COMPENSATION

The Company
measures for stock-based compensation using a fair value based method, whereby the grant date fair value of the share-based awards
is charged to expenses over their vesting period.

USE OF ESTIMATES

The preparation
of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates. Significant estimates include the allowance for impairment of investment assets and the valuation allowance
against deferred tax assets.

INVESTMENTS

Investments
in marketable securities are carried at fair market value and classified as available for sale. Investments in nonmarketable debt
securities are carried at cost or fair value as determined by management.

During the
year ended June 30, 2012, the Company valued the securities down to $0 but believed the decrease to be temporary and recorded an
unrealized loss in other comprehensive income. In fiscal 2013, the Company deemed the decrease to be other than temporary and recognized
the loss by reclassifying the other comprehensive loss to the statement of operations.



INCOME TAXES

The
Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. In addition, the method requires the recognition of future tax
benefits, such as net operating loss carry forwards, to the extent that realization of such benefits is more likely than not. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment date.





F-6









TUMBLEWEED
HOLDINGS, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2014 and 2013



PER SHARE
DATA

Net income
or loss per share of common stock is computed based upon the weighted-average number of common shares and potential common shares
outstanding during the year.

2. DOUBT
AS TO CONTINUING AS A GOING CONCERN

Our consolidated
financial statements were prepared on the assumption that we will continue as a going concern. We currently have working capital
and equity of $101,000. Our ability to obtain resources sufficient to continue to meet our obligations as they come due is dependent
on raising cash through issuance of additional equity or 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.

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.

3. INVESTMENTS
IN MARKETABLE SECURITIES AND NONMARKETABLE SECURITIES

The Company
had investments and advances in certain marketable and non-marketable securities at June 30, 2014 and 2013, as follows:



|                                         |  | 2014 |          | 2013
|---------------------------------------- |  | ---- | -------- | ----
|Broadcaster, Inc. at cost                |  | $    | 2,723.0  |     
|                                         |  |      |          |     
|Realized losses on marketable securities |  |      | (2,723.0 | )   





Under GAAP
fair value is the price that would be received for an investment in a current sale, which assumes an orderly transaction between
market participants on the measurement date. GAAP requires the Company to assume that the portfolio investment is sold in principal
market to market participants, or in the absence of a principal market, the most advantageous market, which may be a hypothetical
market.

Market participants
are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing
and able to transact. In accordance with GAAP, the Company has considered its principal market as the market in which the Company
exits its portfolio investments with the greatest volume and level of activity. GAAP has established a framework for measuring
fair value which specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable
or

unobservable. In
accordance with GAAP, these inputs are summarized in the three broad levels listed below:



Level
1 Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level
2 Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly
or indirectly.

Level 3 Valuations
based on inputs that are unobservable and significant in the overall fair value measurement.



In addition
to using the above inputs in investment valuations, we continue to employ the valuation policy approved by our board of directors
that is consistent with GAAP (see Note 1). Consistent with our valuation policy, we evaluate the source of inputs, including any
markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining
fair value.

Our valuation
policy considers the fact that because there is not a readily available market value for most of the investments in our portfolio,
the fair value of the investments must typically be determined using unobservable inputs.

Due to the
inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value
of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly
from the values that would have been used had a ready market existed for such investments and may differ materially from the values
that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise
are less

F-7







TUMBLEWEED
HOLDINGS, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2014 and 2013



liquid than
publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize
significantly less than the value at which we have previously recorded it.

In addition,
changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses
ultimately realized on these investments to be different than the valuations currently assigned.

The following
table presents fair value measurements of investments as of June 30, 2014:

Fair Value Measurements
Using





The following
table s present changes in investments that use Level 2 inputs for the year ended June 30, 2014:





|                                       | Year ended June 30, 2014 (in thousands)
|-------------------------------------- | ---------------------------------------
|Balance as of June 30, 2013            | $                                      
|Net realized losses                    |                                        
|Net purchases, sales or redemptions    |                                        
|Net transfers in and/or out of Level 2 |                                        
|Balance as of  June 30, 2014           | $                                      



A total of
200,000 shares of Broadcaster common stock secured the Company's 15% $325,000 Promissory Note to Mag-Multi Corporation. Approximately
373,845 shares of Broadcaster, Inc. common stock secured the $345,000 Promissory Notes to investors. On April 30, 2013, the holders
of the $325,000 and $345,000 Promissory Notes to investors (collectively “the Promissory Notes”) converted the entire
principal balance of the Promissory Notes and accrued interest into 7,152,246 and 14,734,224, respectively, shares of the Company’s
common stock. All shares of the Broadcaster common stock were returned by the note holders upon receipt of the Company’s
common stock.

From July
1, 2008 to June 30, 2013 the Company sold 150,500 shares of Broadcaster, Inc. for approximate gross proceeds of $22,400 which were
used for general working capital purposes. Since de-registration of the shares of Broadcaster, Inc., the Company cannot solely
rely on the sale of these shares to fund its future working capital requirements. The amount of proceeds available to the Company
from the sale of shares of Broadcaster, Inc. will depend upon the market for Broadcaster, Inc., which is subject to volatility
in price and market volume.

4. ACCOUNTS PAYABLE AND
ACCRUED EXPENSES

Accrued expenses
primarily consist of accrued legal and other professional fees and general administrative expenses.

5. INCOME TAXES

For the years
ended June 30, 2014 and 2013, a reconciliation of income taxes computed at the United States federal statutory income tax rate
to the provision for income taxes reflected in the Statements of Operations is presented below:



|                                                                                    |  | 2014 |     | 2013
|----------------------------------------------------------------------------------- |  | ---- | --- | ----
|Federal statutory rate                                                              |  |      | 34  | %   
|Valuation allowance on net operating loss carryforwards, and investment write-downs |  |      | (34 | )%  
|Effective income tax rate                                                           |  |      | -0  |     



Deferred income taxes
reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Deferred tax assets result primarily from net operating loss carry-forwards.
The components of the Company’s deferred tax assets and liabilities at June 30, 2014 and 2013 are as follows:









F-8







TUMBLEWEED
HOLDINGS, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2014 and 2013



|                             |  |   | 2014       |   |  |   | 2013       |  
|---------------------------- |  | - | ---------- | - |  | - | ---------- | -
|Deferred tax assets:         |  |   |            |   |  |   |            |  
|Operating loss carryforwards |  | $ | 4,664,000  |   |  | $ | 4, 639,000 |  
|Write-down of investments    |  |   | 1,544,000  |   |  |   | 1,544,000  |  
|Total Deferred Tax Asset     |  |   | 6,208,000  |   |  |   | 6,183,000  |  
|Valuation Allowance          |  |   | (6,208,000 | ) |  |   | (6,183,000 | )
|                             |  | $ | -0         |   |  | $ | -0         |  



A full valuation
allowance is provided against all deferred tax assets due to the uncertainty as to the future realization of any benefits.

Deferred
taxes have not been provided on accumulated other comprehensive income (loss) as management expects that the NOL will be sufficient
to offset future gains.

GAAP requires
that, in applying the liability method, the financial statement effects of an uncertain tax position be recognized based on the
outcome that is more likely than not to occur. Under this criterion the most likely resolution of an uncertain tax position should
be analyzed based on technical merits and on the outcome that will likely be sustained under examination. The Company has no uncertain
tax positions as of June 30, 2014.

As of June
30, 2014 the Company had a net operating loss carryforward of approximately $11,658,900. The current tax laws as they pertain to
the disposal of subsidiaries that generate net operating loss carryforwards ("NOL") essentially eliminate the NOL carryforwards
and do not allow a company to recognize a loss on disposition of the subsidiary for tax purposes. However, laws do provide for
the parent to reallocate the NOL based upon their basis in the companies being disposed of.

As of June
30, 2014, the Company had net operating loss carry forwards of approximately $11,658,900 available to offset future federal taxable
income. The federal net operating loss carryforwards will expire in varying amounts through 2034. The Company is in the process
of filing its tax returns for the current year.

6. PER SHARE INFORMATION

In accordance
with GAAP, "Earnings Per Share", basic net income (loss) per common share ("Basic EPS") is computed by dividing
the net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding. Diluted
net income (loss) per common share ("Diluted EPS") is computed by dividing the net income (loss) attributable to common
shareholders by the weighted-average number of common shares and dilutive common share equivalents on convertible securities, options,
and warrants then outstanding. GAAP requires the presentation of both Basic EPS and Diluted EPS on the face of the Company's Consolidated
Statements of Operations. There were 750,000 stock options excluded from the computation of Diluted EPS for the years ended June
30, 2014 and 2013 and 16,250,000 warrants excluded from the computation of Diluted EPS for the year ended June 30, 2014 as their
effect on the computation of Diluted EPS would have been anti-dilutive.

The following
table sets forth the computation of basic and diluted per share information:

|                                                                       |  | June 30,      
|---------------------------------------------------------------------- |  | --------------
|                                                                       |  | 2014          
|                                                                       |  | (in thousands)
|Basic and Diluted                                                      |  |               
|Numerator:                                                             |  |               
|Loss attributable to common shareholders                               |  | $             
|Denominator:                                                           |  |               
|Weighted average common shares outstanding for basic and full dilution |  |               
|Basic and Diluted Per Share Information:                               |  |               
|Net loss per share                                                     |  | $             
|Anti-dilutive instruments excluded from the above computation:         |  |               
|Common stock options shares                                            |  |               



F-9







TUMBLEWEED
HOLDINGS, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2014 and 2013



7. STOCK OPTIONSAND WARRANTS

InMarch2014,theCompanyadoptedaStock-Based Incentive Compensation Plan(the"Incentive Plan")thatpermitstheissuanceofstockoptions, stock appreciation rights, performance stock and shares of
Common Stocktoselectedemployees anddirectorsof,andconsultantsto,theCompany.TheIncentivePlanreserves[__________]sharesofCommonStockforissuanceunderlyingthegrantsofstockoptions, stock appreciation
rights, performance stockandshares of Common Stock
as established by the Board of Directors.Optionsgenerallybecomeexercisableovervestingperiodsofuptothreeyearsandexpireno later than tenyearsafterthedateof grant. No options
were issued and outstanding under the Incentive Plan as of June 30, 2014.

In November
2000, the Company adopted a Stock Purchase and Option Plan (the "Option Plan") that permits the issuance of options to
selected employees and directors of, and consultants to, the Company. The Plan reserves 15,000,000 shares of Common Stock for issuance
underlying the grants of stock options and warrants. Options general1y become exercisable over vesting periods of up to three years
and expire five years from the date of grant.

A summary
of the options issued under the Option Plan is presented in the table below:



|                           |  | OPTIONS |         | WEIGHTED AVERAGE EXERCISE PRICE |  
|-------------------------- |  | ------- | ------- | ------------------------------- | -
|                           |  |         |         |                                 |  
|Outstanding -June 30, 2012 |  |         | 750,000 |                                 | $
|Exercised                  |  |         | --      |                                 |  
|Issued                     |  |         | --      |                                 |  
|Outstanding -June 30, 2013 |  |         | 750,000 |                                 | $
|Exercised                  |  |         | --      |                                 |  
|Issued                     |  |         | --      |                                 |  
|Outstanding -June 30, 2014 |  |         | 750,000 |                                 | $



In 2014, the Company
issued stock warrants related to a Private Placement of Common stock issuance. The warrants are exercisable for five years from
the date of issuance. The warrants allow the holders the ability to purchase additional shares of common stock for every share
purchased in connection with the warrant. The exercise price is $0.05 per share. As of June 30, 2014, warrants to purchase 16,250,000
shares of the Company’s common stock were outstanding and exercisable.



8. COMMITMENTS AND CONTINGENCIES

The Company
is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the Company's consolidated results of operations or financial
position.



9. STOCKHOLDERS' EQUITY

Shares Authorized

On March
20, 2014 the Company filed an Information Statement on Schedule 14C with the Securities and Exchange Commission. The
Company’s Board of Directors and shareholders with a majority of the Company’s voting power as of the close of business
on March 1, 2014 approved the following actions by written consent:

| | 1. | An amendment to the Company’s Articles of Incorporation to increase the total number of authorized
shares of the Company’s capital stock from (i) 615,000,000 shares, of which (A) 600,000,000 shares are designated as common
stock; and (B) 15,000,000 shares are designated as preferred stock, par value $0.01 per share, to (ii) 1,000,000,000 shares, of
which (A) 985,000,000 shares shall be designated as common stock; and (B) 15,000,000 shares shall remain designated as preferred
stock.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-10









TUMBLEWEED
HOLDINGS, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014 and
2013





| | 2. | An amendment to the Company’s Articles of Incorporation to change the Corporation’s name
to Tumbleweed Holdings, Inc., to reflect the new direction and/or business of the Company.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Adoption of the Company’s 2014 Stock-Based
Incentive Compensation Plan, which provides for the issuance of equity awards to the Company’s officers, directors, employees,
and consultants.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sale of
Common Stock for Equity Units

On April
1, 2014, the Company entered into a securities purchase agreement with an accredited investor (the “Investor”), pursuant
to which the Company agreed to issue the Investor 1,250,000 shares of its common stock for an aggregate purchase price of $25,000.
As of the date of this Annual Report, the Company terminated the securities purchase agreement as a result of the Investor failing
to make a timely payment in compliance with the terms of the agreement. No shares of common stock of the Company were issued to
the Investor by the Company under such agreement.

On April 4 and
14, 2014, the Company entered into two separate securities purchase agreements with two accredited investors, pursuant to which
the Company agreed to issue an aggregate of 16,250,000 shares of its common stock for an aggregate purchase price of $325,000.
The transactions closed on April 4 and 18, 2014, respectively.

Preferred
Stock

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 and $26,600 at June 30, 2014 and 2013, respectively.



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. On April 30, 2013, the holders of an aggregate
of 9,400 shares of the Series C Preferred Stock converted their shares of Series C Preferred Stock and accumulated and unpaid dividends
of $1,242,915 into an aggregate of 25,509,721 shares of Common Stock. At June 30, 2014 and 2013, the Company had accumulated and
unpaid dividends of approximately $14,700 and $9,700, respectively, on this series of preferred stock.



The holders
of the Series D Preferred Stock were entitled to a cumulative dividend of 15% per share per annum. Such dividends accrued annually
but were payable if and when the Company declared a dividend. The Company never paid any dividend with respect to the Series D
Preferred Stock. On April 30, 2013, the holders of an aggregate of 4,000 shares of the Series D Preferred Stock, representing 100%
of the total number of outstanding shares of Series D Preferred, converted their shares of Series D Preferred Stock and accumulated
and unpaid dividends of $875,000 into an aggregate of 14,899,747 shares of the Company’s Common Stock.















F-11