Company Quick10K Filing
Quick10K
Ticket
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-10-31 Quarter: 2014-10-31
10-Q 2014-07-31 Quarter: 2014-07-31
8-K 2019-05-22 Enter Agreement, Exhibits
8-K 2019-05-12 Officers, Amend Bylaw, Other Events
GSRX Green Spirit Industries 41
OPXS Optex Systems Holdings 14
GIGL Giggles N' Hugs 3
PWON Powin Energy 0
STQN Strategic Acquisitions 0
DDDR DD's Deluxe Rod Holder 0
JDCC Deere John Capital 0
NRU National Rural Utilities Cooperative Finance 0
RUHN Ruhnn Holding Ltd. 0
QBSI Quantum Business Strategies 0
TICK 2019-06-30
Part I
Item 1. Financial Statements
Note 1. Organization and Description of Business
Note 2. Summary of Significant Accounting Policies
Note 3. Recent Accounting Pronouncements
Note 4. Going Concern
Note 5. Related Party Transactions
Note 6. Other Current Liabilities
Note 7. Agreements
Note 8. Stock Transactions
Note 9. Stockholders' Equity
Note 10. Provision for Income Taxes
Note 11. Subsequent Events
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 5.03 Amendments To Articles of Incorporation or Bylaws
Item 6. Exhibits
EX-31.1 ex31-1.htm
EX-31.2 ex31-2.htm
EX-32.1 ex32-1.htm
EX-32.2 ex32-2.htm

Ticket Earnings 2019-06-30

TICK 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 g8739.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019
 
Commission file number 000-55547

 
TICKET CORP.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

1135 Terminal Way, Suite 209
Reno, NV  89502
e-mail: info@ticketcorp.com
 (Address of principal executive offices, including zip code.)

Telephone (775) 352-3936  Fax (775) 201-8190
(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of exchange on which registered
Common
 
N/A
 
N/A

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 52,599,701 shares as of August 14, 2019.



PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Interim Condensed Financial Statements and Notes to Interim Financial Statements

General

The accompanying reviewed condensed interim financial unaudited statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ deficit in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2018. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended June 30, 2019 are not necessarily indicative of the results that can be expected for the year ending December 31, 2019.

2


DOUBLE DOWN HOLDINGS INC.
(formerly TICKET CORP.)
BALANCE SHEETS


   
June 30, 2019
   
December 31, 2018
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
             
CURRENT ASSETS
           
Cash
 
$
199,361
   
$
4,394
 
Accounts Receivable
   
11,700
     
-
 
Total Current Assets
   
211,061
     
4,394
 
                 
TOTAL ASSETS
 
$
211,061
   
$
4,394
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
LIABILITIES
               
                 
Current Liabilities:
               
Accounts Payable
 
$
8,556
   
$
3,400
 
Interest Payable
   
140
     
54,247
 
Due to Related Party
   
13,825
     
293,617
 
Deposit on Common Stock
   
250,000
     
-
 
Total Current Liabilities
   
272,521
     
351,264
 
                 
                 
Long Term Liabilities:
               
                 
Royalty Agreement Payable
   
225,907
     
-
 
                 
TOTAL LIABILITIES
 
498,428
   
351,264
 
                 
Commitments & Contingencies
 
-
   
-
 
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
Common stock: authorized 100,000,000; $0.001 par value;
               
50,099,701 and 48,000,000 shares issued and outstanding at June 30, 2019 and December 31, 2018
 
50,100
     
48,000
 
Paid in capital
   
160,250
     
34,500
 
Accumulated deficit
   
(497,717
)
   
(429,370
)
Total Stockholders' Equity (Deficit)
 
(287,367
)
   
(346,870
)
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
211,061
     
4,394
 




The accompanying notes are an integral part of these financial statements

3

DOUBLE DOWN HOLDINGS INC.
(formerly TICKET CORP.)
STATEMENTS OF OPERATIONS (Unaudited)


   
Three Months
Ended
   
Three Months
Ended
   
Six Months
Ended
   
Six Months
Ended
 
   
June 30, 2019
   
June 30, 2018
   
June 30, 2019
   
June 30, 2018
 
                         
REVENUES
 
$
11,700
   
$
124
   
$
11,700
   
$
175
 
TOTAL REVENUES
   
-
     
124
     
-
     
175
 
                                 
COST OF GOODS SOLD
                               
Merchant Account Fees
 
81
   
189
   
162
   
346
 
Purchases - Resale Tickets
   
7,863
     
-
     
7,863
     
-
 
TOTAL COST OF GOODS SOLD
   
7,944
     
189
     
8,025
     
346
 
                                 
GROSS PROFIT
   
3,756
     
(65
)
   
3,675
     
(171
)
                                 
Operating Expenses
                               
General and administrative
 
6,559
   
1,136
   
7,139
   
2,315
 
Professional Fees
   
46,435
     
14,585
     
53,375
     
17,180
 
Total Expenses
   
52,994
     
15,721
     
60,514
     
19,495
 
                                 
Net loss from operations
 
(49,238
)
 
(15,786
)
 
(56,839
)
 
(19,666
)
                                 
Other Income/Expense
                               
Interest Expense
 
(5,231
)
 
(4,266
)
 
(11,507
)
 
(8,532
)
Total Other Income/Expense
 
(5,231
)
 
(4,266
)
 
(11,507
)
 
(8,532
)
                                 
Provision for taxes
 
-
   
-
   
-
   
-
 
                                 
Net Income (loss)
 
$
(54,469
)
 
$
(20,052
)
 
$
(68,346
)
 
$
(28,198
)
                                 
Net loss per share:
                               
Basic and diluted
 
$
(0.001
)
 
$
(0.000
)
 
$
(0.001
)
 
$
(0.001
)
                                 
Weighted average number of shares outstanding:
                               
Basic and diluted
   
48,349,950
     
48,000,000
     
48,349,950
     
48,000,000
 




The accompanying notes are an integral part of these financial statements

4

DOUBLE DOWN HOLDINGS INC.
(formerly TICKET CORP.)
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)


    Common Stock        Additional
         
Total
 
   
Number of
          Paid in    
Accumulated
   
Shareholders'
 
   
Shares
   
Par Value
   
Capital
   
Deficit
   
Equity
 
                               
Balance, December 31, 2017
   
48,000,000
    $
48,000
    $
34,500
   
$
(373,753
)
 
$
(291,254
)
                                         
Net loss three months ended March 31, 2018
   
-
     
-
     
-
     
(8,146
)
   
(8,146
)
Balance, March 31, 2018
   
48,000,000
   
48,000
   
34,500
   
(381,899
)
 
(299,399
)
                                         
Net loss three months ended June 30, 2018
   
-
     
-
     
-
     
(20,052
)
   
(20,052
)
Balance, June 30, 2018
   
48,000,000
   
48,000
   
34,500
   
(401,951
)
 
(319,451
)
                                         
Net loss three months ended September 30, 2018
   
-
     
-
     
-
     
(14,456
)
   
(14,456
)
Balance, September 30, 2018
   
48,000,000
   
48,000
   
34,500
   
(416,407
)
 
(333,907
)
                                         
Net loss three months ended December 31, 2018
   
-
     
-
     
-
     
(12,963
)
   
(12,963
)
Balance, December 31, 2018
   
48,000,000
   
48,000
   
34,500
   
(429,371
)
 
(346,871
)
                                         
Net loss three months ended March 31, 2019
   
-
     
-
     
-
     
(13,877
)
   
(13,877
)
Balance, March 31, 2019
   
48,000,000
   
48,000
   
34,500
   
(443,248
)
 
(360,748
)
                                         
June 19, 2019 - 2,099,701 common stock shares
                                       
issued for cancellation of Notes Payable
   
2,099,701
     
2,100
     
125,750
             
127,850
 
Net loss three months ended June 30, 2019
   
-
     
-
     
-
     
(54,469
)
   
(54,469
)
                                         
Balance, June 30, 2019
   
50,099,701
   
$
50,100
   
$
160,250
   
$
(497,717
)
 
$
(287,367
)




The accompanying notes are an integral part of these financial statements

5

DOUBLE DOWN HOLDINGS INC.
(formerly TICKET CORP.)
STATEMENTS OF CASH FLOWS (Unaudited)


   
Six Months
Ended
   
Six Months
Ended
 
   
June 30, 2019
   
June 30, 2018
 
Operating activities:
           
Net loss
 
$
(68,346
)
 
$
(28,198
)
Adjustment to reconcile net loss to net cash provided by operations:
               
Changes in assets and liabilities:
               
Accounts Receivable
 
(11,700
)
 
-
 
Accounts Payable
   
5,156
     
(69,322
)
Accounts Payable - Trade and Related Party
    2,750
      -
 
Interest Payable
   
11,507
     
8,532
 
Net cash used by operating activities
 
(60,633
)
 
88,988
 
                 
Financing activities:
               
Note Payable - Rheingrover
    5,600
      89,876  
Shares to be Issued
 
250,000
   
-
 
Net cash provided by financing activities
 
255,600
   
89,876  
                 
Net increase (decrease) in cash
   
194,967
     
888
 
                 
Cash, beginning of period
 
4,394
   
3,824
 
                 
Cash, end of period
 
$
199,361
   
$
4,713
 
                 
Supplemental Cash Flow Information:
               
Taxes paid
 
$
-
   
$
-
 
Interest paid
 
$
-
   
$
-
 
                 
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

6

DOUBLE DOWN HOLDINGS INC.
(formerly TICKET CORP.)
Notes to Financial Statements
June 30, 2019
(Unaudited)


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 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.

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 ticket application.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying unaudited interim financial statements of Double Down Holdings, Inc. 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, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K for the year ended December 31, 2018 as filed with the SEC.  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 interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Unless the context otherwise requires, all references to “Double Down”, “Double Down Holdings”, “we,” “us,” “our” or the “company” are to Double Down Holdings Inc.

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.

7

DOUBLE DOWN HOLDINGS INC.
(formerly TICKET CORP.)
Notes to Financial Statements
June 30, 2019
(Unaudited)



If the company issues all shares convertible under the terms of the loans payable to Russell Rheingrover (see Related Party Transactions) the number of shares to be issued to Mr. Rheingrover would be $56,000 for the principal balance and $1,400 for the accrued interest if it is converted to shares.

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 had a single customer transaction in the three months ended June 30, 2019 with a related party, of which the performance obligation was to deliver resale tickets, which was fully performed at period end, resulting in $11,700 in accounts receivable, and no other remaining contracts were outstanding at June 30, 2019.

In accordance with ASC 606 the Company records revenue based on the following five steps:

·
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

The Company adopted ASC 606 as of 1/1/19 utilizing the modified retrospective approach, which had not material impact on the Company’s financial statements given the limited revenue in comparative periods.

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 did not incur any software development costs during the three months ended June 30, 2019 or June 30, 2018.

8

DOUBLE DOWN HOLDINGS INC.
(formerly TICKET CORP.)
Notes to Financial Statements
June 30, 2019
(Unaudited)


NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS

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.

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 June 30, 2019 and a deficit of $497,717, 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 $199,361, anticipated revenues and loans from our directors 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 directors of the Company.

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 June 30, 2019, $13,825 is owed to Russell Rheingrover, CEO.  $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.  $5,375 of the funds were for payment of an outstanding balance to DDC for software development.  $2,750 of the funds were for payment of an outstanding balance to the Company’s auditor.  $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 June 30, 2019 was $140.

9

DOUBLE DOWN HOLDINGS INC.
(formerly TICKET CORP.)
Notes to Financial Statements
June 30, 2019
(Unaudited)



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.

Mr. Rheingrover, who currently owns 70% 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.

NOTE 6. OTHER CURRENT LIABILITIES

On June 10, 2019 the Company received $250,000 from an investor to purchase 2,500,000 shares of common stock pursuant to a Common Stock Offering of 7,500,000 shares at $0.10 per share as approved by the Board of Directors on May 31, 2019.  The shares were not issued until July 14, 2019 and the amount of $250,000 has been recorded as a current liability as of June 30, 2019.

NOTE 7. AGREEMENTS

On May 1, 2019, the Company entered into a Marketing Consulting Agreement with Jonathan Boys, a director, of the Company.  Pursuant to the Marketing Consulting Agreement Mr. Boys shall implement plans and strategies and conduct market research to assist the Company move forward with their business plan.  In return the Company will make compensation payments to Mr. Boys based on successful client and investor introductions which result in moving the Company forward.  Mr. Boys is eligible to receive up to $100,000 in compensation over the term of the Marketing Consulting Agreement.

10

DOUBLE DOWN HOLDINGS INC.
(formerly TICKET CORP.)
Notes to Financial Statements
June 30, 2019
(Unaudited)


On June 20, 2019 the Company entered into an Advisory Board Agreement with Ryan Mayer.  Per the terms of the Advisory Board Agreement, Mr. Mayer will assist and provide the Company with services including advising the Company on the methodology, ingredients, recipe and knowledge transfer that will enable the Company to create product in the natural herbal oil and extract market.  He will also advise the Company on the manufacturing blueprint for crafting the product.  For the services provided by Mr. Mayer shall receive 5,000,000 fully vested shares of Company common stock.  These shares will be founders shares that are being transferred from Russell Rheingrover, president and founder of the Company.

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 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.

As of June 30, 2019, the Company had 50,099,701 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 June 30, 2019:

Common stock, $ 0.001 par value: 100,000,000 shares authorized; 50,099,701 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, 2018, the Company had a net operating loss carry-forward of approximately $429,370. Net operating loss carry-forward, expires twenty years from the date the loss was incurred.  As of June 30, 2019, the Company had a net operating loss carry-forward of approximately $498,000.

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:

11

DOUBLE DOWN HOLDINGS INC.
(formerly TICKET CORP.)
Notes to Financial Statements
June 30, 2019
(Unaudited)



   
June 30, 2019
   
December 31, 2018
   
December 31, 2017
 
                   
Accumulated loss before income taxes per financial statements
 
$
54,469
   
$
55,617
   
$
132,328
 
Income tax rate
   
21
%
   
21
%
   
21
%
Income tax recovery
   
(11,438
)
   
(11,680
)
   
(27,789
)
Permanent differences
   
-
     
-
     
-
 
Temporary differences
   
-
     
-
     
-
 
Valuation allowance change
   
11,438
     
11,680
     
27,789
 

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 June 30, 2019 are as follows:

   
June 30, 2019
   
December 31, 2018
   
December 31, 2017
 
                   
Net Operating Loss Carryforward
 
$
101,576
   
$
90,138
   
$
78,488
 
Valuation Allowance
   
(101,576
)
   
(90,138
)
   
(78,488
)
Net deferred income tax asset
 
$
-
   
$
-
   
$
-
 

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

On June 10, 2019 the Company received $250,000 from an investor to purchase 2,500,000 shares of common stock pursuant to a Common Stock Offering of 7,500,000 shares at $0.10 per share as approved by the Board of Directors on May 31, 2019.  The shares were issued on July 14, 2019.

The Company evaluated all other events or transactions that occurred after June 30, 2019 up through date the Company issued these financial statements and found no subsequent event that needed to be reported.

12

 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.
 
This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.
 
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
 
Additional information concerning these and other risks and uncertainties is contained in our filings with the Securities and Exchange Commission, including the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018.

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” “our company,” “Double Down” refer to Double Down Holdings Inc.

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.

13


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.

In order to facilitate these changes the company is filing the necessary articles with the SEC and the OTC markets to officially enact the change of business and the name change. Once that is completed (estimated to be end of September 2019) the company will file for a symbol with FINRA to begin trading on the OTC marketplace.

Double Down CBD

The company has set up a division named Double Down CBD. This mission of this group is to deliver to the market the most effective and impactful wellness products available. Double Down CBD has some very unique processes and attributes that creates significant differentiation and potential separation from existing products which will be discussed in more detail below.

https://doubledowncbd.com/

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. Yet 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/

Our Products

Double Down CBD brings a very unique product to the market. Exponential market growth brings an influx of products to the market. Many of these products in fact the majority of them are rushed to market to try to capture an uninformed and overwhelmed consumer. They make outrageous claims of potency and potential uses without any real qualification. The end result is that there are many overpriced products that under delivering greatly on their claims.

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. Some of the wellness issues facing our beta users consisted of but were not limited to: Arthritis, Bell’s Palsy, PTSD, Insomnia, Anxiety, and Migraine Headaches.

14


The Company will launch Double Down CBD Oil in the summer of 2019.

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 ticket application.

Results of Operations

Three Months Ended June 30, 2019 and 2018

We generated $11,700 and $124 in revenues for the three months ending June 30, 2019 and 2018, respectively.  Our cost of goods sold was $7,944 and $189 for the three months ending June 30, 2019 and 2018, respectively, resulting in a gross profit (loss) of $3,756 and $(65) for the three months ending June 30, 2019 and 2018, respectively.    The difference in revenue was due to the demand for tickets of the available shows and sporting events in the Bay area.  We incurred operating expenses of $52,994 and $15,721 for the three months ended June 30, 2019 and 2018, respectively.  These expenses consisted of general operating expenses, including professional fees, incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports.  We recorded interest expense of $5,231 and $4,266 for the three months ended June 30, 2019 and 2018, respectively, resulting in net losses of $54,469 and $20,052.

Six Months Ended June 30, 2019 and 2018

We generated $11,700 and $175 in revenues for the six months ending June 30, 2019 and 2018, respectively.  Our cost of goods sold was $8,025 and $346 for the six months ending June 30, 2019 and 2018, respectively, resulting in a gross profit (loss) of $3,675 and $(171) for the six months ending June 30, 2019 and 2018, respectively.    The difference in revenue was due to the demand for tickets of the available shows and sporting events in the Bay area.  We incurred operating expenses of $60,514 and $19,495 for the six months ended June 30, 2019 and 2018, respectively.  These expenses consisted of general operating expenses, including professional fees, incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports.  We recorded interest expense of $11,507 and $8,532 for the six months ended June 30, 2019 and 2018, respectively, resulting in net losses of $68,346 and $28,198.

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.

Our Registration Statement on Form S-1 was declared effective on July 25, 2014.  In October 2014, we 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 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 $127,849.75.

As of June 30, 2019, the Company had 50,099,701 shares of common stock issued and outstanding.

15


As of June 30, 2019, $13,825 is owed to Russell Rheingrover, CEO.  $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.  $5,375 of the funds were for payment of an outstanding balance to DDC for software development.  $2,750 of the funds were for payment of an outstanding balance to the Company’s auditor.  $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 June 30, 2019 was $140.

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.

Mr. Rheingrover, who currently owns 70% 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.

On June 10, 2019 the Company received $250,000 from an investor to purchase 2,500,000 shares of common stock pursuant to a Common Stock Offering of 7,500,000 shares at $0.10 per share as approved by the Board of Directors on May 31, 2019.  The shares were not issued until July 14, 2019 and the amount of $250,000 has been recorded as Shares to be Issued as of June 30, 2019.

As of June 30, 2019, our company had accounts receivable of $11,700 and accounts payable of $8,556.

The following table provides selected financial data about our company for the period ended June 30, 2019.  For detailed financial information, see the financial statements included in this report.

Balance Sheet Data:
 
6/30/2019
 
       
Cash
 
$
199,361
 
Total assets
 
$
211,061
 
Total liabilities
 
$
498,428
 
Stockholder’s equity
 
$
(287,367
)

16

We are actively working to advance our business plan. We have generated $396,698 in revenue since inception (January 17, 2013) through June 30, 2019.

We are an active development stage business.  In order to implement our business plan, we have completed the following steps to date:

1.
Purchased our domain name www.Ticketcorp.com (which website is expressly not included or incorporated by reference to this filing) in January 2013.
2.
Retained a web designer as of February 2013 who has designed our company logo and website, which is currently an active website.
3.
Built a database extension and electronic file system that allows us to store and search customer records.  We intend to use this database to analyze our customer database to make selected recommendations for upcoming events.  These were completed in April 2013.
4.
Completed the design of its Mobile Live Event Application for use on iPhone and Android Phone operating systems.  This application delivers an electronic ticket to customers’ phones as well as performer videos, news and authentic merchandise.  It allows scanners at event sites to scan the customers’ phones and confirm the customers’ valid ticket purchases for event entry without paper tickets.
5.
Developed a feature for selling event merchandise through our Mobile Live Event Application.  This allows us to send our customers a text code that allows them to purchase event merchandise without having to stand in line at post event sales booths.
6.
We retained a U/I (user interface) engineer to implement a “native” smart phone interface focused on ease of use and efficient fulfillment.
7.
We have created the product name for our app “Shindig”
8.
We have developed a version of the app which is “skinable” in essence we can create a specific version of our app for an artist or team with the branding of “powered by Shindig.
9.
We completed the user interface in native smart phone format for both iPhones and Android phones
10.
We are in the final pre-launch testing of the application.
11.
We are in the final stages of integrating partnerships with authentic merchandise providers to ensure available merchandise for live events.
12.
We have built a partnership with vendor for providing the application to NCAA soccer teams and have had initial discussions with Premier League Soccer Clubs in the UK.
13.
Joined and attended numerous LIMA (Licensing Industry Merchants Association) events.  Signed additional authorized licensed merchandise providers including American Classics
14.
Implemented a social media marketing program on the launch and announcement of Shindig 2.0 including a promotion for downloading the new version.  Developed and launched the (zero cost) $1 CD and download store in the App.  Completed testing of Shindig 2.0 and released on the Apple Store and Android Store and Google Play updates included
15.
Finalized technical spec for the B2B product offering separate from App development [event credentialing platform (primary ticketing and web-based, self-serve event creation)]
 
  16.
  Continued to develop the live event community through news, blogs giveaways and promotion with targeted advertising.

Plan of Operation

The Company is diversifying its focus into non-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 is poised to shift its resources into some high growth markets.

17

Among the markets the company intends to enter 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.

The Company is expanding its offerings into non ticketing product markets but not abandoning the ticket sale platform development.

Proposed Objectives 2019 – Ticket Platform

Launch first phase of B2B product offering

Develop sales and marketing plan for new B2B offering including partnership white paper and submission to Ticketing Technology Summit Awards

Finalize testing of Shindig 3.0 for additional functionality for Q1 2019 release focusing on the social enhancements for the app

Develop additional partners for app distribution.

No assurances can be provided that we will achieve our objectives for this year.

As we become successful in implementing this operational portion of the business plan and we continue to produce sales from the app or website, we intend to hire additional staff to handle increased demands, site monitoring, data entry, and customer support.  There may be additional demands placed on the company for website development and a consequent need to broaden the management team.  Depending on availability of funds and the opportunities available to us, we may hire marketing personnel to access additional sales and distribution channels.

There is no guarantee that we will be able to obtain a substantial market share in this industry.

CBD Platform

On May 1, 2019, the Company entered into a Marketing Consulting Agreement with Jonathan Boys, a director, of the Company.  Pursuant to the Marketing Consulting Agreement Mr. Boys shall implement plans and strategies and conduct market research to assist the Company move forward with their business plan.  In return the Company will make compensation payments to Mr. Boys based on successful client and investor introductions which result in moving the Company forward.  Mr. Boys is eligible to receive up to $100,000 in compensation over the term of the Marketing Consulting Agreement.

On June 20, 2019 the Company entered into an Advisory Board Agreement with Ryan Mayer.  Per the terms of the Advisory Board Agreement, Mr. Mayer will assist and provide the Company with services including advising the Company on the methodology, ingredients, recipe and knowledge transfer that will enable the Company to create product in the natural herbal oil and extract market.  He will also advise the Company on the manufacturing blueprint for crafting the product.  For the services provided by Mr. Mayer shall receive 5,000,000 fully vested shares of Company common stock.  These shares will be founders shares that are being transferred from Russell Rheingrover, president and founder of the Company.

18

Public Market for Common Stock 

There is presently no public market for our common stock.  In 2016 and into this quarter, through a market maker, we initiated an application to FINRA for trading of our common stock on the OTC Markets.  Our market maker recently abandoned the application and we must contact another authorized market maker to continue the sponsorship of our securities on the OTC Markets. Only authorized market makers can apply to quote securities on the OTC Markets. There is no guarantee, however, that our stock will become quoted on the OTC Markets. If our common stock becomes quoted on the OTC Markets and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale. We can provide no assurance that our shares will be traded on the OTC Markets, or if traded, that a public market will materialize.

Liquidity and Capital Resources

Our assets at June 30, 2019 were $199,361 cash in the bank and $11,700 in accounts receivable.  Management estimates our current monthly “burn rate” to be $15,000 and estimate our current cash and receivables will last through July 2020, if no additional revenues are realized or without loans from the directors.
 
Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2019.

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.

19

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.
 
Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended June 30, 2019, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

20

PART II
OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS
 
Our Company is not involved in any material litigation and we are unaware of any threatened material litigation. However, the technology industry has been characterized by extensive litigation regarding trademarks, patents and other intellectual property rights. In addition, from time to time, we may become involved in litigation relating to claims arising from the ordinary course of our business.
 
ITEM 1A. RISK FACTORS
 
Not required under Regulation S-K for “smaller reporting companies.”

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
Convertible Note Conversion:

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.

Common Stock Offering:

On June 10, 2019 the Company received $250,000 from an investor to purchase 2,500,000 shares of common stock pursuant to a Common Stock Offering of 7,500,000 shares at $0.10 per share as approved by the Board of Directors on May 31, 2019.  The shares were not issued until July 14, 2019 and the amount of $250,000 has been recorded as a current liability as of June 30, 2019.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
There were no defaults upon senior securities during the period ended June 30, 2019.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 
21

ITEM 5. OTHER INFORMATION
 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
 
Compensatory Arrangements of Certain Officers

(d) Election of Directors
 
On May 12, 2019, Jonathan Boys was appointed to the Board of Directors (the "Board") of Double Down Holdings Inc. (the "Company"), effective immediately.
 
Mr. Boys, 51, has worked independently for himself for the prior five years. He was a senior construction executive with over 20 years of experience in sales and business development, project management.  He is successful and experienced in managing a portfolio of high-end projects for private as well as corporate clients with an emphasis on risk mitigation and issue resolution to ensure critical path achievement and maximum profits. He brings a wealth of knowledge in operational planning and process improvements within rapidly changing requirements. Mr. Boys received City and Guilds in carpentry from Brighton Technology College. Mr. Boys has played an active role in raising capital for start-up companies to secure future funding.
 
The Company believes Mr. Boys record as a proven project manager and start-up company fundraiser qualifies him to be a director of the Company.
 
At this time, compensation for Mr. Boys’ service to the Company as a director has not been determined.
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws
 
Effective May 12, 2019, the Company amended its Articles of Incorporation to change its legal name from Ticket Corp to Double Down Holdings Inc. (the “Name Change”). On May 12, 2019, the Company’s Board of Directors also adopted amendments to its Bylaws reflecting the Name Change, effective as of May 12, 2019. Outstanding stock certificates for shares of the Company continue to be valid and do not need to be exchanged.

22

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing.  Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Registration Statement on Form S-1, filed under SEC File Number 000-55547, at the SEC website at www.sec.gov:

Exhibit No.
 
Description
     
3.1
 
Articles of Incorporation*
3.2
 
Bylaws*
31.1
 
Sec. 302 Certification of Principal Executive Officer**
31.2
 
Sec. 302 Certification of Principal Financial Officer**
32.1
 
Sec. 906 Certification of Principal Executive Officer**
32.2
 
Sec. 906 Certification of Principal Financial Officer**
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

**
Filed herein.
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 14th day of August, 2019.

 
Double Down Holdings Inc., Registrant
   
   
 
By: /s/ Russell Rheingrover
 
 
Russell Rheingrover, CEO
 
Principal Executive Officer, Director
   
   
 
By: /s/ Kristi Ann Nelson
 
 
Kristi Ann Nelson
 
CFO, Principal Financial Officer and Principal Accounting Officer
   
   
  By: /s/ Jonathan Boys  
  Jonathan Boys
  Director
 
 

23