ddh_10k.htm

10-K 1 ddh_10k.htm FORM 10-K ddh_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

Commission file number 000-55547

Double Down Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

46-1838178

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1135 Terminal Way, Suite 209

Reno, NV 89502

e-mail: info@doubledownholdingsinc.com

Telephone (775)352-3936 Fax (775)201-8190

(Address of Principal Executive Offices, Zip Code & Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.001 par value

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

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 ☒

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting Company, or an emerging growth Company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting Company,” and “emerging growth Company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-Accelerated filer	☒	Smaller reporting Company	☒
		Emerging growth Company	☒

If an emerging growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2019, the last day of registrant’s second fiscal quarter, the aggregate market value of the registrant’s common stock, $0.001 par value, held by non-affiliates, computed by reference to the price at which the common equity was last sold prior to June 30, 2019, was approximately $3,750,000. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of June 9, 2019, the registrant had 53,779,701 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established.

Documents Incorporated By Reference None

DOUBLE DOWN HOLDINGS INC.

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		Page No.

Part I

Item 1.	Business	3
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	15
Item 9A.	Controls and Procedures	15
Item 9B.	Other Information	16

Part III

Item 10.	Directors and Executive Officers	17
Item 11.	Executive Compensation	18
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13.	Certain Relationships and Related Transactions	21
Item 14.	Principal Accounting Fees and Services	22

Part IV

Item 15.	Exhibits	23

Signatures		24

CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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PART I

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K includes “forward-looking” statements within the meaning of the “bespeaks caution doctrine” and/or the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from anticipated results, performance or achievements expressed or implied by such forward-looking statements. When used in this Annual Report on Form 10-K, statements that are not statements of current or historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “plan,” “intend,” “may,” “will,” “expect,” “believe,” “could,” “anticipate,” “estimate,” or “continue” or similar expressions or other variations or comparable terminology are intended to identify such forward-looking statements, although some forward-looking statements are expressed differently. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity or our achievements or industry results, to be materially different from any future results, performance levels of activity or our achievements or industry results expressed or implied by such forward-looking statements. Such forward looking statements appear in Item 1. “Business” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as elsewhere in this Annual Report. Factors that could cause our actual results to differ materially from anticipated results expressed or implied by forward-looking statements include, among others:

	•	our ability to manage our new business model in the current competitive environment

	•	our ability to obtain sufficient capital or strategic business arrangements to fund our operations and expansion plans, including meeting our financial obligations under various licensing and other strategic arrangements and the funding of our clinical trials for product candidates in our development programs

	•	our ability to build and maintain the management and human resources infrastructure necessary to support the growth of our business

The factors discussed herein, including those selected risks described in Item 1A. “Risk Factors” and elsewhere in this Annual Report and in the Company’s other periodic filings with the Securities and Exchange Commission (the “SEC”) which are available for review at www.sec.gov under “Search for Company Filings” could cause actual results and developments to be materially different from those expressed or implied by such statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these and other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Except as required by law, the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Unless otherwise indicated or the context otherwise requires, all references in this Annual Report to “we,” “us,” “our,” “our Company,” “Double Down”, “Double Down Holdings or the “Company” refer to Double Down Holdings Inc.

Item 1. Business

General Information

Double Down Holdings Inc. (the “Company”) was incorporated under the laws of the State of Nevada on January 17, 2013 as Ticket Corp. We are an active Company with $396,523 in revenues since inception.

Double Down Holdings Inc. (the Company) was incorporated under the laws of the State of Nevada on January 17, 2013 as Ticket Corp. The Company was formed to become a provider of tickets, merchandise and social media communications driven primarily through its mobile application technology in the United States and a provider of premium seats and entrance to concerts, sporting events, theatre and entertainment, including corporate and group ticketing, special events and promotions worldwide.

The Company is expanding its offerings into non ticketing product markets. In order to facilitate the changes Ticket Corp has changed its name from Ticket Corp to Double Down Holdings Inc. This name change will allow us to add different product lines to our company umbrella. The next area Double Down Holdings Inc will be focusing on is the natural herbal oil and extract market with our product to be sold through the standard channels of distribution for the vertical market.

We received our initial funding of $33,000 through the sale of common stock to Russell Rheingrover, an officer and director who purchased 33,000,000 shares of our common stock at $0.001 per share on January 31, 2013. Our financial statements from inception (January 17, 2013) through December 31, 2019 report $396,523 in revenues and an accumulated deficit of $562,348. Our total stockholders’ equity as of December 31, 2019 is $(998). Our independent auditor has issued an audit opinion for the Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

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We completed our initial offering and are continuing to move forward in the execution of our full business plan. Our assets at December 31, 2019 were $140,007 in cash, $11,700 in accounts receivable, $34,864 in inventory, $9,825 in prepaid expenses and $50,654 in machinery and equipment. Management estimates our current monthly “burn rate” to be $10,000 and estimate our current cash and receivables will last through June 2020, if no additional revenues are realized and no further funds are advanced from the director.

Mr. Rheingrover, who currently owns 37% of our outstanding voting stock, is also the Chief Executive Officer of Jiffy Tickets, a national reseller of concert, theater, sporting and event tickets. He currently devotes approximately 40 hours per week of his business time to our affairs and 5 hours per week to Jiffy Tickets. He owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy Tickets. Due to his responsibilities to serve both companies, there is potential for conflicts of interest. He will use every effort to avoid material conflicts of interest generated by his responsibilities to both companies, but no assurance can be given that material conflicts will not arise which could be detrimental to our operations and financial prospects.

There is no current public market for our common stock. We are currently working with a market maker on an application for trading of our common stock on OTC Markets. We can provide no assurance that our shares will be traded on OTC Markets, or if traded, that a public market will materialize.

Operations and Products

Prior to 2019, the Company was solely a provider of tickets, merchandise and social media communications driven primarily through its mobile application technology in the United States and a provider of premium seats and entrance to concerts, sporting events, theatre and entertainment, including corporate and group ticketing, special events and promotions worldwide. The Company continues to service ticket and event requests.

In 2019, as the secondary market for live event commerce enters a declining stage, the Company diversified its business operations to make its ticketing and event-based product offerings as a secondary business and shifted its primary focus to other high growth markets. The Company is looking to markets that can leverage its infrastructure, data gathering and geolocating technology platform the Company previously developed for its ticketing business. The first new market the Company has entered is essential oils and extracts particularly as it relates to wellness.

Double Down CBD

The Company has set up a division named Double Down CBD with the mission to deliver to the market effective and impactful wellness products. Double Down CBD has some very unique processes and attributes that create significant differentiation and potential separation from existing products. Double Down CBD brings a very unique product to the market. Exponential market growth brings an influx of products to the market.

We intend to craft, market and ship a number of wellness products including but not limited to Sublingual Tinctures and Roll-ons for consumers as well as pets, including the Canine, Feline and Equine markets.

The Company is producing volume test batches of its CBD tincture. These batches are being produced for two reasons: 1) Continue with our beta testing program to continue to gather product feedback and record the results of effectiveness, 2) Move toward a final stable and reproducible master release so the Company can start volume processing, packaging and shipping.

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Beta users:

The CBD Tincture currently has many beta test users - all independent of the Company. The information gathered from these users has been overwhelmingly positive. The users have all reported significant wellness affects from their initial usage. Many stated that the affects were immediate.

Volume manufacturing:

The Company made key equipment acquisitions which enabled the Company to produce the small volume batches as described above. In addition, the Company has engaged a third-party design and manufacturing firm to build a custom extraction system for volume manufacturing.

Material Supply, Packaging and Bottling:

The Company has entered into a partnership with key suppliers for providing us with premium quality processing material. In addition, the Company is finalizing its retail packaging and bottling. The Company is using 100 percent recycled materials in its packaging.

Intellectual Property:

Our product development methodology has been cultivated over many years and has gone through numerous cycles of testing and refinement. The result of that is a CBD tincture that in our qualified opinion is unique in its composition, creation and effectiveness. Based on those variables the Company is moving forward with protecting its intellectual property and has started the process of filing related patents.

2020 Plan of Operation

The Company intends to execute on the following processes and activities in the fiscal year 2020 as follows:

Q1: In Q1 the Company has completed the following milestones:

The Company has identified and contacted a licensed bottling facility in California that will allow the product to be filled in bottles, packaged and shipped to potential customers and resellers.

The Company has continued its package design and labels and selected its bottles and applicators. In addition, the Company is in its final steps to finalize its pricing to end users and resellers.

The Company worked to develop the beta version of its website and initiate its development of its social media accounts.

The Company designed its customer support organization and staffing allowing it to respond to customer inquiries, ship product samples, and communicate with customers, affiliates and resellers.

The Company implemented its inventory control and order processing systems.

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Q2: In Q2 the Company plans to do the following:

The Company intends to install its processing plant and related ancillary products needed to manufacture the product. The goal is to install the equipment at the facility of the bottling and packaging partner.

The Company intends to refine and finalize its production process, product recipe and final packaging in Q2.

The Company intends to engage a qualified, licensed, independent testing laboratory to provide certified analytic data on the composition, attributed, purity and safety of the product

In addition, the Company intends to launch its website and social media accounts in the Q2.

The Company plans on shipping its first consumer product in Q2 to consumers and resellers. The Company intends to have a select group of resellers signed up to carry the initial product in Q2. In addition, the Company plans to select and engage qualified affiliates and influencers.

The Company intends to launch its media relations and communications programs and processes in Q2.

The Company intends to develop and produce a new hybrid consumer product and implement a beta testing program to quantify the effectiveness and wellness results with our independent beta users.

The Company intends to solidify its raw materials supply chain with its partner farms to ensure that the desired plant strains are cultivated on the Company’s behalf.

Q3: In Q3 the Company plans to do the following:

The Company intends to expand its distribution channel in North America.

The Company intends to launch additional products in Q3 including its first entry into the pet market with the Canine version of the CBD.

The Company intends to launch a 60ML version of the original consumer product in Q3.

The Company intends to launch a new product for human consumers in Q3.

The Company intends to complete the beta versions of its topical products in Q3 and implement a beta testing program to document beta user results and effectiveness

The Company intends to design, produce or procure an applicator that will be more efficient for dosing of pet products.

Q4: In Q4 the Company plans to do the following:

The Company intends to launch its first topical products in Q4. These products are applied topically to joints and muscles.

The Company intends to open up mainstream distribution for its topical products, targeting major retail pharmacy and grocery chains.

In addition, the Company intends to launch its second pet product in Q4 which will be the feline product developed for cats.

The Company intends on developing its beta version of the Equine product and will implement its beta user testing program.

Distribution methods of the products or services

The Company intends to develop consumer sales channels including but not limited to:

	o	Large scale industry focused distribution partners
	o	Mainstream National Chains (Grocery and Pharmacy)
	o	Independent and small chain wellness and vape stores

In addition, the Company intends to market it sales direct to consumers through the following:

	○	Through the Company website and Social Media outlets
	○	Through a subscription-based purchase program which provides the customer with automatic monthly refills

Pricing

Our pricing is based on an assessment of key market indicators which may include but is not limited to:

	○	Competitive Tier 1 products in the marketplace
	○	Feedback from our beta customers
	○	A what the market will bear analysis
	○	Equilibrium point between target gross margin and cost of goods

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Overview of the Essential Oils and Extracts Market

CBD Market Overview

CBD is a non-psychoactive cannabinoid found in cannabis. It has experienced rapid growth in the last two years. Unlike THC, the chemical compound that gives cannabis its effect, CBD has no psychoactive attributes. It has been shown to help quell inflammation and provide a soothing calmness to the body’s reaction to stress. According to Healthline it has been documented to provide significant relief to a myriad of conditions including providing relief from the effects of arthritis, MS and PTSD.

https://www.healthline.com/nutrition/cbd-oil-benefits

The CBD market is a large with many products in a number of segmented markets. Today the market size is a mere fraction of what it will become in a relatively short period of time. According to Rolling Stone magazine the overall market for CBD products was 390 million in 2018 and is expected to grow to 22 billion by 2022. https://www.rollingstone.com/culture/culture-news/new-study-cbd-market-22-billion-2022-722852/

Competition, competitive position in the industry and methods of competition

There are numerous products on the market that come from a single source or few sources overseas and consist of low potency isolates. These products tend to be a drag on the market as a whole as they offer little to no actual benefits to the consumer. There are however some successful products on the market that though not crafted as uniquely as our should be considered strong competitors.

Our product development methodology has been cultivated for many years and has gone through numerous cycles of testing and refinement. The result of that is a CBD tincture that in our qualified opinion is the most effective on the market. The product has many beta test users all independent of the Company. The information gathered from these users was overwhelmingly positive. The users all reported significant wellness affects from their initial usage. Many stated that the affects were immediate.

Sources and availability of raw materials and the names of principal suppliers

We intend to acquire our raw plant material from farms and cultivators in the Pacific Northwest in which we have developed relations with and provide us with premium, organic, pesticide free flower.

Need for any government approval of principal products or services

The Company will be subject to numerous state laws and regulations that require the disclosure of specified information on the content of our products. It is our intention to conform with each state by state regulations where our product is sold.

Effect of existing or probable governmental regulations on the business

The Company will be subject to numerous state and local licensing laws and laws that require the disclosure of specified information as to the contents of its products, its manufacture point of origin and its compliance with each State by State regulations.

In addition, increasing concern over consumer privacy has led to the introduction from time to time of proposed legislation which could impact the direct marketing and market research industries. The Company does not know when or whether any such proposed legislation may pass or whether any such legislation would relate to the types of services currently provided by the Company or which the Company intends to develop. Accordingly, the Company cannot predict the effect, if any, that any such future regulation may have on its business.

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Research and development activities during the last two years

We have expended funds and activities for research and development costs since inception including but not limited to:

	•	Development of the Unique Product Sublingual Formula
	•	Development of the Unique Product Topical Formula
	•	Development of a unique process to craft the product from raw material to bottling
	•	Design and contract manufactured of a one of a kind processing plant
	•	Filed Patents on both the formula and the process with the US Patent Office

Number of total employees and number of full-time employees

We currently have two full-time employees, and a number of contracted personnel including in the areas of business and technology development. Our officers, Russell Rheingrover and Kristi Ann Nelson plan to devote as much time to our business as is necessary and currently are responsible for our general strategy, fund raising and customer relations and product development. Mr. Rheingrover estimates he is currently devoting approximately 40 hours per week to Company matters and Ms. Nelson estimates she is spending approximately 2 hours on Company matters per week. Once sales support the expense, we may hire additional staff.

Mr. Rheingrover, who currently owns 37% of our outstanding voting stock, is also the Chief Executive Officer of Jiffy Tickets, a national reseller of concert, theater, sporting and event tickets. He currently devotes approximately 40 hours of his business time per week to our affairs and 5 hours per week to Jiffy Tickets. He owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy Tickets. Due to his responsibilities to serve both companies, there is potential for conflicts of interest. He will use every effort to avoid material conflicts of interest generated by his responsibilities to both companies, but no assurance can be given that material conflicts will not arise which could be detrimental to our operations and financial prospects.

Item 1A. Risk Factors

Not Required.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We do not currently own any property. The mailing address of our executive offices is 1135 Terminal Way, Suite 209, Reno, NV 89502. We currently operate out of the office of our President, Russell Rheingrover at no charge and consider our current space arrangement adequate and will reassess our needs based upon the future growth of the Company.

Item 3. Legal Proceedings

We are not currently involved in any legal proceedings nor do we have any knowledge of any threatened litigation.

Item 4. Mine Safety Disclosures

None.

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Part II

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

No Public Market for Common Stock

There is presently no public market for our common stock. Through a market maker we have initiated an application for trading of our common stock on OTC Markets. We can provide no assurance that our shares will be traded on OTC Markets, or if traded, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a 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 prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Recent sales of unregistered securities; use of proceeds from registered securities.

On September 13, 2019, the Company placed $18,000 in an escrow account for the purposes of effecting a possible buy-back of shares of outstanding common stock. As of December 31, 2019 the funds had been dispersed and the Transfer Agent is in the process of finalizing the paperwork to return the shares to the treasury.

On October 20, 2019 the Company sold 660,000 shares of common stock to four (4) investors at a price of $0.10 per share for total proceeds of $66,000.

On December 23, 2019 the Company sold 220,000 shares of common stock to two (2) investors at a price of $0.10 per share for total proceeds of $22,000.

On December 30, 2019 the Company sold 10,000 shares of common stock to one (1) investor at a price of $0.10 per share for total proceeds of $1,000. The shares were not issued until January 2020.

As of December 31, 2019, the Company had 53,779,701 shares of common stock issued and outstanding.

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Item 6. Selected Financial Data

Not required under Regulation S-K for “smaller reporting companies.”

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

The following is management’s discussion and analysis (“MD&A”) of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements, as well as information relating to the plans of our current management. The following MD&A should be read in conjunction with our financial statements and the related notes thereto and other financial information contained elsewhere in this Annual Report. The MD&A is comprised of significant accounting estimates made in the normal course of its operations, overview of the Company’s business conditions, results of operations, liquidity and capital resources and contractual obligations.

The discussion and analysis of the Company’s financial condition and results of operations is based upon its financial statements, which have been prepared in accordance with generally accepted accounting principles generally accepted in the United States (or “GAAP”). The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities at the date of its financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Results of Operations for the years ended December 31, 2019 and December 31, 2018

We generated $11,700 and $175 in revenues for the years ended December 31, 2019 and 2018, respectively. Our cost of goods sold was $8,187 and $670, resulting in a gross profit (loss) of $3,513 and $(495), respectively. The difference in revenue was based upon market sales and the amount of tickets and price we were able to sell them for. The difference in the cost of goods sold was due to prevailing ticket prices for purchase and the market price at which the tickets could be resold. We incurred operating expenses of $124,984 and $29,208 for the years ended December 31, 2019 and 2018, respectively. These expenses consisted of general operating expenses, including professional fees and research and development costs, incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. For the years ended December 31, 2019 and 2018 we recorded $11,507 and $25,914 in interest expense. The decrease in interest was due to the reduction of convertible notes loaned to our Company by the director.

As of December 31, 2019, our Company had $8,671 in Accounts Payable and Accrued Expenses and $140 in accrued interest expense.

As of December 31, 2019, $13,330 is owed to Russell Rheingrover, CEO, as due to related party. $100 of the funds were loaned by him to the Company to open the bank account. $7,630 of the funds were for payments he made on behalf of the Company from personal funds. These amounts are non-interest bearing with no specific repayment terms. $5,600 of the funds are the result of a 10% Convertible Note issued on March 25, 2019. Under the terms of the note the principal sum and interest is to be repaid to Mr. Rheingrover by March 24, 2020 or is convertible at the conversion price of $0.10 per common stock share. The conversion price was considered by management to be a fair price. The accrued interest on the convertible note as of December 31, 2019 was $140.

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On May 22, 2019 the Company entered into a Note Cancellation and Royalty Agreement with Russell Rheingrover, it’s CEO and director, whereby Mr. Rheingrover agreed to cancel certain existing convertible promissory notes issued from September 8, 2016 to December 22, 2018 in the principal and interest amount of $225,907 in exchange for a royalty on future sales of essential oil products by the Company in the amount of $0.05/30ml up to $225,907.

On June 19, 2019 the Company issued 2,099,701 restricted common stock shares to Russell Rheingrover as a result of the conversion of the following notes:

	1.	A $35,000 10% Convertible Note issued on September 3, 2015, convertible at the conversion price of $0.05 per common stock share. The interest accrued on this note was $13,031. The conversion price was considered by management to be a fair price.

	2.	A $25,000 10% Convertible Note issued on October 5, 2015, convertible at the conversion price of $0.05 per common stock share. The interest accrued on this note was $9,089. The conversion price was considered by management to be a fair price.

	3.	A $35,000 10% Convertible Note issued on April 30, 2016, convertible at the conversion price of $0.10 per common stock share. The interest accrued on this note was $10,729. The conversion price was considered by management to be a fair price.

The following table provides selected financial data about our Company for the period from the date of incorporation through December 31, 2019. For detailed financial information, see the financial statements included in this report.

Balance Sheet Data:	12/31/2019

Cash	$	140,007
Accounts Receivable	$	11,700
Inventory	$	34,864
Prepaid Expenses	$	9,825
Machinery & Equipment	$	50,654
Total assets	$	247,050
Total liabilities	$	248,048
Stockholder’s equity (deficit)	$	(998	)

We are actively working to continue the advancement of our business plan. Double Down is a fully compliant and operational Company is moving to diversify its focus and migrate away from event-based product offerings by leveraging the infrastructure, data gathering and geolocating technology platform the Company has developed. As the secondary market for live event commerce enters a declining stage the Company has shifted its resources into high growth markets under the new name of Double Down Holdings Inc. Among the markets the Company is entering is the burgeoning market for essential oils and extracts particularly as it relates to wellness. We believe we possess some unique attributes and processes that will enable us to achieve market penetration fairly rapidly.

Liquidity and Capital Resources

Our assets at December 31, 2019 included $140,007 in cash. Management estimates our current monthly “burn rate” to be $10,000 and estimate our current cash and receivables will last through June 2020, if no additional revenues are realized and no further funds are advanced from the director.

Off Balance Sheet Arrangements

As of December 31, 2019, there were no off balance sheet arrangements.

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Going Concern

The accompanying financial statements are presented on a going concern basis. We had limited operations during the period from January 17, 2013 (date of inception) to December 31, 2019. This condition raises substantial doubt about our ability to continue as a going concern. We currently in the development stage and has minimal expenses; management believes that our current cash of $140,007 is not sufficient to cover the expenses they will incur during the next twelve months. Additional revenues and possibly loans from our director will be required for our Company to remain in business.

Emerging Growth Company Status

We are an "emerging growth Company" as defined under the Jumpstart our Business Startups Act ("JOBS Act"). We will remain an "emerging growth Company" for up to five years, or until the earliest of:

the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion,

the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or

the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

As an "emerging growth Company", we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to:

	•	not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act (“Sarbanes Oxley”) (we also will not be subject to the auditor attestation requirements of section 404(b) as long as we are a "smaller reporting Company", which includes issuers that had a public float of less than $75 million as of the last business day of their most recently completed second fiscal quarter);

	•	reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

	•	exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

In addition, section 107 of the JOBS Act provides that an "emerging growth Company" can take advantage of the extended transition period provided in section 7(a)(2)(B) of the Securities Act of 1933 (the "Securities Act") for complying with new or revised accounting standards. Under this provision, an "emerging growth Company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

During the time we qualify as an emerging growth Company we plan to take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

•

A requirement to have only two years of audited financial statements and only two years of

related MD&A;

•

Exemption from the auditor attestation requirement in the assessment of the emerging growth Company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

•

Reduced disclosure about the emerging growth Company’s executive compensation

Arrangements.

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Limited Operating History; Need for Additional Capital

There is no historical financial information about us on which to base an evaluation of our performance. We are a development stage Company and we cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in implementing our business plan, and possible cost overruns due to increases in the cost of services.

To become profitable and competitive, we must implement our business plan and continue to generate revenue.

Significant Accounting Policies

Basis of Accounting

The accompanying audited financial statements of Double Down Holdings Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

Basic Loss per Share

ASC No. 260, “Earnings per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted loss per share is the same as basic loss per share because the consideration of these shares would be anti-dilutive in periods of loss.

Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with ASC No. 250 all adjustments are normal and recurring.

Income Taxes

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Revenue

The Company has implemented ASU 2015-04, Revenue from Contracts with Customers (Accounting Standards Codification Topic 606, “ASC 606”), using modified retrospective method, which required the company to apply the new guidance retrospectively to revenue transactions completed on or after the effective date. Pursuant to ASC 606, in contracts with customers, an entity should recognize revenue in a way that depicts the amount and timing of consideration received for transferring goods or services. To achieve this, an entity should apply the five-step approach outlined in the new revenue standard:

	·	Step 1: Identify the contract with a customer

	·	Step 2: Identify the performance obligations in the contract

	·	Step 3: Determine the transaction price

	·	Step 4: Allocate the transaction price to the performance obligations in the contract

	·	Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Adopting this new standard had no material financial impact on our financial statements but did result in enhanced presentation and disclosures.

Our revenue consists substantially of product sales. The Company reports product sales net of discounts and recognize them at the point in time when control transfers to the customer, which occurs when shipment is confirmed.

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Upon adoption of ASC 606, the Company has elected the following accounting policies and practical expedients:

The Company recognizes shipping and handling expense as fulfilment activities (rather than as a promised good or service) when the activities are performed even if those activities are performed after the control of the good has been transferred. Accordingly, the Company records the expenses for shipping and handling activities at the same time the Company recognizes revenue.

The Company excludes from the measurement of the transaction price all taxes imposed on and concurrent with a specific revenue- producing transaction and collected by the entity from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes).

The Company does not adjust revenue for the effects of any financing components if the contract has a duration of one year or less, as the Company receives payment from the customer within one year from when it transferred control of the related goods.

The Company offers its products through its website and well as through distributors and resellers.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is provided for on a straight-line basis over the estimated useful life of the asset and range from three to five years. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is included in operations. Maintenance and repairs are charged to operations as incurred.

Inventories

Inventories are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. Inventory quantities on-hand will be regularly reviewed, and where necessary, reserves for excess and unusable inventories will be recorded. Inventory will consist of finished goods, work in progress and related packaging materials.

Reclassification

Certain balances from prior periods have been reclassified in these audited financial statements to conform to current period presentation. This had no impact on prior reported assets, equity, or operations.

Software Development Costs

The company expenses software development costs in accordance with FASB ASC 985-20-25. All costs incurred to establish the technological feasibility of a computer software product to be sold, leased, or otherwise marketed are research and development costs. Once technological feasibility has been reached, but not before it is released to the public, the cost incurred for software development can be capitalized and amortized after release. The company incurred no software development costs during the fiscal years ended December 31, 2019 and 2018.

Advertising Costs

The company expenses advertising costs as they are incurred. The company incurred no advertising costs during the fiscal years ended December 31, 2019 and 2018.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 8. Financial Statements

Our Financial Statements begin on page F-1 of this Annual Report and are incorporated herein by reference.

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

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is not accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our Company, particularly during the period when this report was being prepared.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2019, based on the framework set forth in Internal Control-Integrated Framework - 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below. Management assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:

Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

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Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

Lack of Audit Committee & Outside Directors on the Company’s Board of Directors: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

Management, including our president, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Director and Executive Officer

The name, age and title of our executive officers and directors are as follows:

Name and Address of Executive Officer and/or Director	Age	Position
Russell Rheingrover 1135 Terminal Way Suite 209 Reno, NV 89502	55	Chairman and CEO, President, Secretary and Director

Kristi Ann Nelson 1135 Terminal Way Suite 209 Reno, NV 89502	52	Treasurer, CFO and Director

The persons named above are the only promoters of Double Down Holdings Inc., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. Mr. Rheingrover has served in his positions from inception (January 17, 2013) until present and Ms. Nelson has served as Director since inception and as Treasurer & Chief Financial (Accounting) Officer since February 1, 2013.

Term of Office

Directors are appointed to hold office until the next annual meeting of our stockholders or until a successor is elected and qualified, or until resignation or removal in accordance with the provisions of the Company by-laws or Nevada corporate law. Officers are appointed by our Board of Directors and holds office until removed by the Board. The Board of Directors has no nominating, auditing or compensation committees.

Significant Employees

We currently have two employees, Mr. Rheingrover and Ms. Nelson. Mr. Rheingrover and Ms. Nelson currently devote the hours necessary to our business and are responsible for our general strategy, fund raising and customer relations.

No officer or director of the Company has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment Company, bank, savings and loan association, or insurance Company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No officer or director of the Company has been convicted in any criminal proceeding (excluding traffic violations) nor are they the subject of any currently pending criminal proceeding.

Executive Biography

Russell Rheingrover, President, Secretary, CEO and Director

Mr. Rheingrover is the founder of Ticket Corp. He has over twenty years’ experience in building and developing emerging companies, primarily in the technology and entertainment industries.

From 2008 to current he has been the owner of Jiffy Tickets a national reseller of concert, theater, sporting and event tickets. From 2003 to 2008 he was Director of North American Sales for PureDepth Inc., whose patented technology is used to enhance an array of advanced electronic displays, including mobile devices, casino games, amusement games and public information displays. From 1999 to 2003 he was Director U.S Sales for Pulse Entertainment where he was responsible for developing relationships with many key entertainment groups including Warner Brothers and NBC. From 1996 to 1999 he was in charge of Retail and Channel Sales for Hitachi in North America. From 1993 to 1996 he was Senior Vice President of Sales and Marketing for Velocity Corp., a leading video game developer and distributor.

Mr. Rheingrover is a graduate of the University of Pacific with a Bachelor of Science in Business Administration with an emphasis on Marketing in 1987.

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Kristi Ann Nelson, Treasurer, CFO and Director

Ms. Nelson joined Ticket Corp. in February 2013. She has extensive experience in both technology and major media marketing.

From May 2009 to current she has been the Digital Account Director for IDG Enterprise (an International Data Group (IDG) Company). IDG is a leading technology, media, research, event management, and venture capital organization. At IDG she is responsible for approximately 650 Business2Business clients in Washington and Oregon. Business2Business refers to "the exchange of products, services, or information between businesses rather than between businesses and consumers." From September 2008 to May 2009 she held the position of Account Manager for Computerworld at IDG Enterprise. From July 2006 to August 2008 she was a Regional Account Manager at Ziff Davis Enterprise, responsible for optimizing marketing strategies through integrated media programs for multiple clients. From November 2004 to June 2006 she was self-employed as a consultant in sales infrastructure assisting sales and marketing professionals in ways to improve their sales opportunities.

Ms. Nelson is a graduate of Cal State Chico with a Bachelor of Arts Degree in Psychology in 1992.

Code of Ethics

We do not currently have a code of ethics, because we have only limited business operations and only one officer and director, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees.

Item 11. Executive Compensation

Management Compensation

Currently our officers and directors receive no compensation for their services during the development stage of our business operations. Officers and directors are reimbursed for any out-of-pocket expenses they may incur on our behalf. In the future once revenue is being generated, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved. No officer or director salaries were paid from the proceeds of our recent offering. We do not have any employment agreements in place with our officer and director. We also do not currently have any benefits, such as health or life insurance, available to our employee.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compen-sation		Change in Pension Value and Non-qualified Deferred Compen-sation Earnings		All Other Compen-sation		Total
Russell Rheingrover,	2019		0		0		0		0		0		0		0		0
CEO, Director	2018		0		0		0		0		0		0		0		0

Kristi Ann Nelson,	2019		0		0		0		0		0		0		0		0
CFO, Director	2018		0		0		0		0		0		0		0		0

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards															Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Russell Rheingrover		0		0		0		0		0		0		0		0		0

Kristi Ann Nelson		0		0		0		0		0		0		0		0		0

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Russell Rheingrover		0		0		0		0		0		0		0

Kristi Ann Nelson		0		0		0		0		0		0		0

Grants of Plan-Based Awards

There were no grants of plan based awards.

Outstanding Stock Awards at Year End

There were no stock awards

Option Exercises and Stock Vested

There were no options exercised or stock vested by our named officers.

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Non Qualified Deferred Compensation

None.

Golden Parachute Compensation

None.

Employment Agreements

As of this time, there are no employment agreements with any named executive officer.

On January 31, 2013, a total of 33,000,000 shares of common stock were issued to Russell Rheingrover in exchange for cash in the amount of $33,000 or $0.001 per share.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company.

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

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of the date of this annual report by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our directors, and or (iii) our officers. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Common Stock⁽¹⁾
Common Stock	Russell Rheingrover, President 1135 Terminal Way, Suite 209 Reno, NV 89502		19,999,701 Direct		37	%

	Kristi Ann Nelson 1135 Terminal Way, Suite 209 Reno, NV 89502		0		0

Common Stock	Officers and/or directors as a Group		19,999,701		37	%

Holders of More than 5% of Our Common Stock

(1)

A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this annual report. As of the date of this annual report, there were 53,779,701 shares of our common stock issued and outstanding.

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DESCRIPTION OF SECURITIES

The following statements relating to the capital stock set forth the material terms of our securities; however, reference is made to the more detailed provisions of, and such statements are qualified in their entirety by reference to, the Certificate of Incorporation, amendment to the Certificate of Incorporation and the By-laws, copies of which are filed as exhibits to this registration statement. We currently have 100,000,000 shares of common stock,0.001 par value authorized.

COMMON STOCK

The holders of our Common Stock are entitled to one vote per share on all matters to be voted on by our stockholders, including the election of directors. Our stockholders are not entitled to cumulative voting rights, and, accordingly, the holders of a majority of the shares voting for the election of directors can elect the entire board of directors if they choose to do so and, in that event, the holders of the remaining shares will not be able to elect any person to our board of directors.

The holders of the Company’s Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors, in its discretion, from funds legally available. Upon the Company’s liquidation, dissolution or winding up, the holders of our Common Stock are entitled to receive on a pro rata basis our remaining assets available for distribution. Holders of the Company’s Common Stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares. All outstanding shares of the Company’s Common Stock are, fully paid and not liable to further calls or assessment by the Company.

Item 13. Certain Relationships and Related Transactions

We received the initial equity funding of $33,000 from our sole officer, Russell Rheingrover, who purchased 33,000,000 shares of our common stock at $0.001 per share.

On June 19, 2019 the Company issued 2,099,701 shares of common stock to Russell Rheingrover as a result of the conversion of three Convertible Notes in the amount of $127,850.

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On June 19, 2019 the Company issued 2,099,701 restricted common stock shares to Russell Rheingrover as a result of the conversion of the following notes:

	1.	A $35,000 10% Convertible Note issued on September 3, 2015, convertible at the conversion price of $0.05 per common stock share. The interest accrued on this note was $13,031. The conversion price was considered by management to be a fair price.

	2.	A $25,000 10% Convertible Note issued on October 5, 2015, convertible at the conversion price of $0.05 per common stock share. The interest accrued on this note was $9,089. The conversion price was considered by management to be a fair price.

	3.	A $35,000 10% Convertible Note issued on April 30, 2016, convertible at the conversion price of $0.10 per common stock share. The interest accrued on this note was $10,729. The conversion price was considered by management to be a fair price.

Mr. Rheingrover, who currently owns 37% of our outstanding voting stock, is also the Chief Executive Officer of Jiffy Tickets, a national reseller of concert, theater, sporting and event tickets. He currently devotes approximately 5 hours of his business time to our affairs and the balance to Jiffy Tickets. He owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy Tickets. Due to his responsibilities to serve both companies, there is potential for conflicts of interest. He will use every effort to avoid material conflicts of interest generated by his responsibilities to both companies, but no assurance can be given that material conflicts will not arise which could be detrimental to our operations and financial prospects.

We have not yet formulated a policy for handling conflicts of interest; however, we intend to do so prior to hiring any additional employees.

Item 14. Principal Accounting Fees and Services

The total fees charged to the Company for audit services, including quarterly reviews, were $12,850 for audit-related services, tax services were $Nil and other services were $Nil during the year ended December 31, 2019.

The total fees charged to the Company for audit services, including quarterly reviews, were $14,250 for audit-related services, for tax services $Nil and other services were $Nil during the year ended December 31, 2018.

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PART IV

Item 15. Exhibits

The following exhibits are included with this filing:

Exhibit Number		Description

3(i)		Articles of Incorporation*
3(ii)		Bylaws*
10.1		Ticket Assignment Agreement
31.1		Sec. 302 Certification of CEO
31.2		Sec. 302 Certification of CFO
32.1		Sec. 906 Certification of CEO
32.2		Sec. 906 Certification of CFO
101		Interactive data files pursuant to Rule 405 of Regulation S-T

____________

* Incorporated by reference to the Company’s Form S-1 filed with the Securities and Exchange Commission (File Number 000-55547.) filed March 26, 2013

Item 16. Form 10-K Summary

Not included.

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Signatures

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 25, 2020.

	Double Down Holdings Inc., Registrant

	By:	/s/ Russell Rheingrover
		Russell Rheingrover, CEO
		Principal Executive Officer, Secretary and Director

	By:	/s/ Kristi Ann Nelson
		Kristi Ann Nelson
		CFO, Treasurer, Principal Financial Officer
		Principal Accounting Officer and Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


/s/ Russell Rheingrover	Principal Executive Officer & Director	June 25, 2020
Russell Rheingrover	Title	Date

/s/ Kristi Ann Nelson	Principal Financial Officer & Director	June 25, 2020
Kristi Ann Nelson	Title	Date

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Double Down Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Double Down Holdings, Inc. (“the Company”) as of December 31, 2019 and 2018, and the related statements of operations, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company had limited operations since inceptions and has significant accumulated deficits. These factors 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 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2016.

Spokane, Washington

June 23, 2020

F-1

DOUBLE DOWN HOLDINGS INC. (formerly Ticket Corp.)

BALANCE SHEETS

	December 31, 2019			December 31, 2018



CURRENT ASSETS
Cash	$	140,007		$	4,394
Accounts Receivable		11,700			-
Inventory		34,864			-
Prepaid Expenses		9,825			-

Total Current Assets		196,396			4,394

FIXED ASSETS
Machinery and Equipment	$	50,654		$	-

Total Fixed Assets		50,654			-
TOTAL ASSETS	$	247,050		$	4,394

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Current Liabilities:
Accounts Payable and Accrued Expenses	$	8,671		$	3,400
Interest Payable		140			54,247
Notes Payable		5,600			293,617
Due to Related Party		7,730			-

Total Current Liabilities		22,141			351,264

Long Term Liabilities:

Royalty Agreement Payable		225,907			-

TOTAL LIABILITIES	$	248,048		$	351,264

Commitments & Contingencies	$	-		$	-

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: authorized 100,000,000; $0.001 par value; 53,779,701 and 48,000,000 shares issued and outstanding at December 31, 2019 and December 31, 2018	$	53,780			48,000
Paid in capital		524,570			34,500
Shares to be Issued		1,000			-
Treasury Shares		(18,000	)		-

Accumulated deficit		(562,348	)		(429,370	)

Total Stockholders' Equity (Deficit)	$	(998	)		(346,870	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	247,050			4,394

The accompanying notes are an integral part of these financial statements

F-2

DOUBLE DOWN HOLDINGS INC. (formerly Ticket Corp.)

STATEMENTS OF OPERATIONS

	Year Ended			Year Ended
	December 31, 2019			December 31, 2018

REVENUES	$	11,700		$	175

TOTAL REVENUES		11,700			175

COST OF GOODS SOLD
Merchant Account Fees	$	324		$	670
Purchases - Resale Tickets	7863				-

TOTAL COST OF GOODS SOLD		8,187			670

GROSS PROFIT		3,513			(495	)

Operating Expenses:

General and administrative	$	30,893		$	5,139
Professional Fees		94,091			24,069

Total Expenses		124,984			29,208

Net loss from operations	$	(121,471	)	$	(29,703	)

Other Income/Expense

Interest Expense	$	(11,507	)	$	(25,914	)

Total Other Income/Expense	$	(11,507	)	$	(25,914	)

Provision for taxes	$	-		$	-

Net Income (loss)	$	(132,978	)	$	(55,617	)

Net loss per share:
Basic and diluted	$	(0.002	)	$	(0.001	)

Weighted average number of shares outstanding:
Basic and diluted		53,789,701			48,000,000

The accompanying notes are an integral part of these financial statements

F-3

DOUBLE DOWN HOLDINGS INC. (Formerly Ticket Corp.)

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


	Common Stock				Additional		Treasury								Total
	Number of				Paid in		Shares			Shares to be		Accumulated			Shareholders'
	Shares		Par Value		Capital		Bought Back			Issued		Deficit			Equity

Balance, December 31, 2017		48,000,000		48,000		34,500		-			-	$	(373,753	)	$	(291,254	)


Net loss		-		-		-							(55,617	)		(55,617	)
Balance, December 31, 2018		48,000,000	$	48,000	$	34,500	$	-		$	-	$	(429,370	)	$	(346,870	)

Common Stock shares issued in 2019:
Issued for cancellation of Notes Payable		2,099,701		2,100		125,750										127,850
Issued July 2019 @ $0.10 per share		2,800,000		2,800		277,200										280,000
Issued October 2019 @ $0.10 per share		660,000		660		65,340										66,000
Issued December 2019 @ $0.10 per share		220,000		220		21,780										22,000

Shares to be issued @ $0.10 per share											1,000					1,000

Treasury Shares bought back								(18,000	)							-18,000

Net loss		-		-		-							(132,978	)		(132,978	)
Balance, December 31, 2019		53,779,701		53,780		524,570		(18,000	)		1,000	$	(562,348	)	$	(998	)

The accompanying notes are an integral part of these financial statements

F-4

DOUBLE DOWN HOLDINGS INC. (Formerly Ticket Corp.)

STATEMENTS OF CASH FLOWS

	Year Ended			Year Ended
	December 31, 2019			December 31, 2018

Operating activities:

Net loss	$	(132,978	)	$	(55,617	)
Adjustment to reconcile net loss to net cash provided by operations:

Changes in assets and liabilities:
Accounts Receivable	$	(11,700	)	$	-
Inventory		(34,864	)		-
Prepaid Expenses		(9,825	)		-
Accounts Payable		5,272			(73,245	)
Accounts Payable - Related Parties		2,230			-
Interest		11,507			25,914

Net cash used in operating activities		(170,358	)		(102,948	)

Investing activities:
Machinery and Equipment		(50,654	)		-
Net cash used in investing activities	$	(50,654	)	$	-

Financing activities:
Note Payable - Rheingrover		5,625			103,517
Repurchase of Common Stock		(18,000	)		-
Shares sold in Private Placement		368,000			-
Shares to be Issued		1,000			-

Net cash provided by financing activities		356,625			103,517

Net increase in cash		135,613			569

Cash, beginning of period		4,394			3,824

Cash, end of period	$	140,007		$	4,394

Cash paid during the period

Taxes	$	-		$	-
Interest	$	-		$	-

Supplemental Non-Cash Investing and Financing Information:

Debt converted to Capital Stock	$	127,850		$	-
Debt converted to Royalty Agreement	$	225,907		$	-

The accompanying notes are an integral part of these financial statements

F-5

Double Down Holdings Inc.

(formerly Ticket Corp.)

Notes to Financial Statements

December 31, 2019

(Audited)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Double Down Holdings Inc. (the “Company”) was incorporated under the laws of the State of Nevada on January 17, 2013 as Ticket Corp. The Company was formed to become a provider of tickets, merchandise and social media communications driven primarily through its mobile application technology in the United States and a provider of premium seats and entrance to concerts, sporting events, theatre and entertainment, including corporate and group ticketing, special events and promotions worldwide.

The Company is in an active and operational stage. Its activities to date include but is not limited to capital formation, organization, application development, beta testing and launch as well as developing relationships with key product merchandisers and have populated the mobile app with available tickets and authentic merchandise to most major live events. The company is in the early stages of collecting revenue but is selling tickets and merchandise on its mobile application.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

Basic Loss per Share

Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

F-6

Double Down Holdings Inc.

(formerly Ticket Corp.)

Notes to Financial Statements

December 31, 2019

(Audited)

Use of Estimates and Assumptions

Income Taxes

Revenue

	·	Step 1: Identify the contract with a customer

	·	Step 2: Identify the performance obligations in the contract

	·	Step 3: Determine the transaction price

	·	Step 4: Allocate the transaction price to the performance obligations in the contract

	·	Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Adopting this new standard had no material financial impact on our financial statements but did result in enhanced presentation and disclosures.

Upon adoption of ASC 606, the Company has elected the following accounting policies and practical expedients:

The Company offers its products through its website and well as through distributors and resellers.

Property and Equipment

Inventories

Reclassification

Software Development Costs

Advertising Costs

The company expenses advertising costs as they are incurred. The company incurred no advertising costs during the fiscal years ended December 31, 2019 and 2018.

F-7

Double Down Holdings Inc.

(formerly Ticket Corp.)

Notes to Financial Statements

December 31, 2019

(Audited)

NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company has reviewed the recently issued pronouncements.

On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). ASU 2018-07 will be effective for public companies for December 31, 2019 financial statements and for nonpublic entities for December 31, 2020 financial statements. Early adoption is permitted, but no earlier than entity’s adoption date for ASC Topic 606, Revenue from Contracts with Customers. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its consolidated financial statements.

We are an “Emerging Growth Company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies. Emerging Growth Companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves to this exemption from new or revised accounting standards, which includes the adoption of ASU 2014-09.

NOTE 4. GOING CONCERN

The accompanying financial statements are presented on a going concern basis. The Company had limited operations during the period from January 17, 2013 (date of inception) through December 31, 2019 and a deficit of $562,348, or $0.01 per share. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s current cash of $140,007, anticipated revenues and loans from our director when needed will be sufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario. Management believes that by following through with the Company’s plan of operation for the next 12 months that the revenue will increase to a point to support operations without loans from the director of the Company.

F-8

Double Down Holdings Inc.

(formerly Ticket Corp.)

Notes to Financial Statements

December 31, 2019

(Audited)

NOTE 5. RELATED PARTY TRANSACTIONS

The sole officer and two directors of the Company may, in the future, become involved in other business opportunities as they become available, they may face a conflict in selecting between the Company and their other business opportunities. The Company has not formulated a policy for the resolution of such conflicts.

As of December 31, 2019, $13,330 is owed to Russell Rheingrover, CEO.

	(i)	$100 of the funds were loaned by him to the Company to open the bank account and is non-interest bearing with no specific repayment terms.

	(ii)	$5,375 of the funds were for payment of an outstanding balance to DDC for software development.

	(iii)	$2,750 of the funds were for payment of an outstanding balance to the Company’s auditor.

	(iv)	$5,600 of the funds are the result of a 10% Convertible Note issued on March 25, 2019. Under the terms of the note the principal sum and interest is to be repaid to Mr. Rheingrover by March 24, 2020 or is convertible at the conversion price of $0.10 per common stock share. The conversion price was considered by management to be a fair price. The accrued interest on the convertible note as of December 31, 2019 was $140.

	(v)	There was a ($495) adjustment of the funds to correct for a reimbursement to Mr. Rheingrover made in error, in a prior period.

On May 22, 2019 the Company entered into a Note Cancellation and Royalty Agreement with Russell Rheingrover, it’s CEO and director, whereby Mr. Rheingrover agreed to cancel certain then-existing convertible promissory notes issued from September 8, 2016 to December 22, 2018 in the principal and interest amount of $225,907 in exchange for a royalty on future sales of essential oil products by the Company in the amount of $0.05/30ml up to $225,907.

On June 19, 2019 the Company issued 2,099,701 restricted common stock shares to Russell Rheingrover as a result of the conversion of the following notes:

	1.	A $35,000 10% Convertible Note issued on September 3, 2015, convertible at the conversion price of $0.05 per common stock share. The interest accrued on this note was $13,031. The conversion price was considered by management to be a fair price.

	2.	A $25,000 10% Convertible Note issued on October 5, 2015, convertible at the conversion price of $0.05 per common stock share. The interest accrued on this note was $9,089. The conversion price was considered by management to be a fair price.

	3.	A $35,000 10% Convertible Note issued on April 30, 2016, convertible at the conversion price of $0.10 per common stock share. The interest accrued on this note was $10,729. The conversion price was considered by management to be a fair price.

F-9

Double Down Holdings Inc.

(formerly Ticket Corp.)

Notes to Financial Statements

December 31, 2019

(Audited)

NOTE 6. INVENTORY

During the year ended December 31, 2019, Double Down entered into an agreement with MKJ Enterprises (Rogue Valley Naturals) to purchase 146 pounds of flower which was paid in full and will be stored and shipped to Double Down as needed for production purposes. Double Down also has an option for an additional 146 pounds at the 2019 price point.

Inventory at December 31, 2019 consisted solely of raw materials in the amount of $34,864. There was no inventory at December 31, 2018.

NOTE 7. PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment at December 31, 2019 consisted solely of machinery and equipment in the amount of $50,654. This amount was an initial payment on the purchase price for equipment paid in December 2019 but the equipment was not delivered until January 2020, thus no depreciation was recorded until the first quarter of 2020. There was no Property, Plant or Equipment asset at December 31, 2018.

F-10

Double Down Holdings Inc.

(formerly Ticket Corp.)

Notes to Financial Statements

December 31, 2019

(Audited)

NOTE 8. STOCK TRANSACTIONS

On January 31, 2013, the Company issued a total of 33,000,000 shares of common stock to its sole officer Russell Rheingrover for cash in the amount of $0.001 per share for a total of $33,000.

The company’s Registration Statement on Form S-1 was declared effective on July 25, 2014. In October 2014 the company sold 15,000,000 shares of common stock to 50 independent shareholders at a price of $0.033 per share for total proceeds of $49,500, pursuant to the Registration Statement.

On July 1, 2019 the Company sold 2,500,000 shares of common stock to an investor at a price of $0.10 per share for total proceeds of $250,000.

On July 18, 2019 the Company sold 300,000 shares of common stock to an investor at a price of $0.10 per share for total proceeds of $30,000.

On June 19, 2019 the Company issued 2,099,701 shares of common stock to Russell Rheingrover as a result of the conversion of three Convertible Notes in the amount of $127,850.

On October 20, 2019 the Company sold 660,000 shares of common stock to four (4) investors at a price of $0.10 per share for total proceeds of $66,000.

On December 23, 2019 the Company sold 220,000 shares of common stock to two (2) investors at a price of $0.10 per share for total proceeds of $22,000.

On December 30, 2019 the Company sold 10,000 shares of common stock to one (1) investor at a price of $0.10 per share for total proceeds of $1,000. The shares were not issued until January 2020.

As of December 31, 2019, the Company had 53,779,701 shares of common stock issued and outstanding.

NOTE 9. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of December 31, 2019:

Common stock, $ 0.001 par value: 100,000,000 shares authorized; 53,779,701 shares issued and outstanding.

NOTE 10. PROVISION FOR INCOME TAXES

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of December 31, 2019, the Company had a net operating loss carry-forward of approximately $562,348. Net operating loss carry-forward, expires twenty years from the date the loss was incurred.

The Company is subject to United States federal and state income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

	December 31,			December 31,
	2019			2018

Accumulated loss before income taxes per financial statements	$	132,978		$	55,617
Income tax rate		21	%		21	%
Income tax recovery		(27,925	)		(11,680	)
Permanent differences		-			-
Temporary differences		-			-
Valuation allowance change		27,925			11,680

F-11

Double Down Holdings Inc.

(formerly Ticket Corp.)

Notes to Financial Statements

December 31, 2019

(Audited)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant components of deferred income tax assets and liabilities at December 31, 2019 are as follows:

	December 31,			December 31,
	2019			2018

Net operating loss carryforward	$	118,244		$	90,138
Valuation allowance		(118,244	)		(90,138	)

Net deferred income tax asset		-			-

The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

The Tax Cuts and Jobs Act enacted on December 22, 2017, reduced the U.S. federal corporate tax rate from 35% to 21%. The Company has not yet completed its full accounting for the effect of the Act and is therefore providing an estimate of the anticipated effect. The most substantial impact is the reduction of the existing deferred tax benefit by $31,400 as of December 31, 2017 due to the decrease in future tax rates.

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated all other events or transactions that occurred after December 31, 2019 up through date the Company issued these financial statements, June 9, 2020, and found no subsequent event that needed to be reported.

F-12