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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ X ] NO [  ]

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 [ X ] NO [   ]

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.

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 [ X ]

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 53,809,701 shares as of October 7, 2020.

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, 2019. 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 March 31, 2020 are not necessarily indicative of the results that can be expected for the year ending December 31, 2020.

Double Down Holdings Inc.

Notes to Financial Statements

March 31, 2020

(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.

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 application. 

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.

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Impact of COVID-19:

The COVID-19 pandemic has impacted and could further impact the Company’s business and operations and the operations of its suppliers, vendors and customers. The pandemic continues to significantly impact global economic conditions and, in the U.S., as federal, state and local governments react to the public health crisis with mitigation measures, creating significant uncertainties in the U.S. and global economies. The extent to which the pandemic will continue to affect the Company’s business, operations and financial results will depend on numerous factors that it may not be able to accurately predict and which may cause the actual results to differ from the estimates and assumptions the Company is required to make in preparation of financial statements according to U.S. GAAP. 

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 (“SEC”), 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, 2019 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.

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:

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.

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 three month periods ended March 31, 2020 and 2019.

Advertising Costs

The company expenses advertising costs as they are incurred.  The company incurred no advertising costs during the three month periods ended March 31, 2020 and 2019. 

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 March 31, 2019 and a deficit of $618,830, 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 $20,287, 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.

NOTE 5.   RELATED PARTY TRANSACTIONS

The officers and 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 March 31, 2020, $13,330 is owed to Russell Rheingrover, CEO. 

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:

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.

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 had an option for an additional 146 pounds at the 2019 price point.  During the first quarter ended March 31, 2020 the Company purchased an additional 100 pounds which was paid in full and will be stored and shipped to Double Down as needed for production purposes.

Inventory at March 31, 2020 consisted of raw materials in the amount of $64,774 and packaging of $7,560.  There was no inventory at December 31, 2019.

NOTE 7.  PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment at March 31, 2020 consisted solely of machinery and equipment in the amount of $126,706.  Depreciation of $6,238 was recorded for the three months period ended March 31, 2020.  There was $50,654 recorded in Property, Plant or Equipment at December 31, 2019.

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 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 March 31, 2020, 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 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 issued in March 2020.

 As of March 31, 2020, the Company had 53,809,701 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 March 31, 2020:

Common stock, $ 0.001 par value: 100,000,000 shares authorized; 53,809,701 shares issued and outstanding.

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 March 31, 2020, the funds had been dispersed and the Transfer Agent is in the process of finalizing the paperwork to return the shares to the treasury.

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 March 31, 2020, the Company had a net operating loss carry-forward of approximately $618,830.  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:

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 March 31, 2020 and December 31, 2019 are as follows:

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 August 28, 2020 the Company entered into a subscription agreement for 10,000 shares of common stock to one (1) investor at a price of $0.10 per share for total proceeds of $1,000.

On August 31, 2020 the Company entered into a subscription agreement for 50,000 shares of common stock to one (1) investor at a price of $0.10 per share for total proceeds of $5,000.

On September 3, 2020  the company entered into a subscription agreement for 180,000 shares of common stock for $18,000.

The Company evaluated all other events or transactions that occurred after March 31, 2020 up through date the Company issued these financial statements, October 8, 2020, and found no subsequent event that needed to be reported.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 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.

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. 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, 2019.

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

COVID-19 Pandemic

Our business may be significantly vulnerable to the economic effects of pandemics and other public health crises, including the ongoing novel coronavirus (“COVID-19”) outbreak that continues to spread in the U.S. and globally.

We continue to assess the ongoing impact of COVID-19 on our business results and remain committed to taking actions to address the health, safety and welfare of customers, agents and suppliers as well as the negative effects from demand disruption and production impacts, including, but not limited to, the following:

Future developments, such as the potential of additional outbreaks of COVID-19 in the U.S. and globally and the actions taken by governmental authorities in response to future resurgence, that are highly uncertain and not able to be predicted will determine the extent to which the COVID-19 outbreak impacts our results of operations and financial conditions. 

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.

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.
 
The Company plans to file for a ticker symbol with FINRA to begin trading on the OTC marketplace in 2020.

Double Down CBD

The Company has set up a corporate division named Double Down CBD. This mission of this division is to deliver to 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 and at its website:

https://doubledowncbd.com/.

CBD Market Overview

CBD is a non-psychoactive cannabinoid found in cannabis. It has experienced rapid sales growth in the last two years. Unlike THC, the chemical compound that gives cannabis its psychoactive 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 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 effects from their initial usage. Many stated that the effects 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.

In the three months ended March 31, 2020, the Company has completed the following milestones and accomplishments in the CBD market:

·Selected a contract manufacturer licensed bottling facility in San Fernando, CA and engaged in a long-term agreement that will allow the product to be produced and bottled packaged and shipped direct to customers and resellers from this facility. 

·Implemented volume production of its proposed product lines and crafted a number of beta batches which allowed the Company to refine its manufacturing process. 

·Built and implemented quality control systems in its manufacturing operations to ensure that all standards of quality and purity are met on a repetitive basis. 

·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. 

·Worked to develop the beta version of its website and initiate its development of its social media accounts. 

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

·Implemented its inventory control and order processing systems including SOS inventory allowing the company to efficiently track the product from raw materials to finish goods. 

·Engaged with a select group of independent testing laboratories to ensure it can consistently provide accurate and quantified data for every batch the Company makes and distributes 

The Company intends to accomplish the following milestones and important plans of action during the three months ended June 30, 2020:

·Finalize production, packaging and testing for its initial products. 

·Engage a strategic Public Relations Consultant to represent the Company and its products to the public. 

·Launch Company Website with full integration of e-commerce functionality allowing customers to order and receive product directly. 

·Formally announce the launch of the Company’s product to the media through wire service press release and select media direct engagements. 

·Develop Company’s marketing platforms including but not limited to Social Medial, Direct Response Marketing, Advertising and Affiliates. 

·Hire a Pharmacologists to direct the compounding and production of its proposed topical ointment. 

·Start initial development and alpha level testing of topical product. 

·Test and develop potential dispenser for topical product. 

·Close additional funding for operations and development. 

Results of Operations

The Company is in an active and operational stage.

We generated no revenues for the three months ending March 31, 2020 and 2019.  Our cost of goods sold was $131 and $81 for the three months ending March 31, 2020 and 2019, respectively, resulting in a gross profit (loss) of $(131) and $(81) for the three months ending March 31, 2020 and 2019, respectively.    The cost of goods sold were merchant account fees which are incurred regardless of sales.  We incurred operating expenses of $56,481 and $7,601 for the three months ended March 31, 2020 and 2019, respectively.  These expenses consisted of general operating expenses, including professional fees, incurred in connection with the day to day operation of our business, raising capital and the preparation and filing of our periodic reports.  We recorded interest expense of $0 and $6,276 for the three months ended March 31, 2020 and 2019, respectively, resulting in net losses of $56,481 and $13,877.

As of March 31, 2020, our Company had no accounts receivable, and accounts payable and accrued expenses of $29,192.

The following table provides selected financial data about our Company for the period ended March 31, 2020.  For detailed financial information, see the financial statements included in this report.

Balance Sheet Data:        3/31/2020  

                Cash                 $20,287 

   Inventory$72,334 

                Total assets          $213,089 

                Total liabilities    $268,569 

                Stockholder’s equity  $(55,480) 

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.  As compensation for services provided, Mr. Mayer received 5,000,000 fully vested shares of Company common stock transferred from Russell Rheingrover, president and founder of the Company.

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 developed. As the secondary market for live event commerce enters a declining stage the Company is poised to shift its resources into certain high growth markets.

Among the markets the Company is enterting 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 started to produce 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.

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. 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.

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. The company has pre-paid for a large volume of material that is scheduled to be delivered in tranches over the next three months. 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. We believe these patent applications will be filed with the U.S. Patent Office in the 4^th quarter, 2020.

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

Proposed Objectives 2020 – 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 Q4 2020 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. There is no guarantee that we will be able to obtain a substantial market share in this industry.

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.  

Public Market for Common Stock 

There is presently no public market for our common stock.  In 2016, through a market maker, we initiated an application to FINRA for trading of our common stock on the OTC Markets.  Our market maker 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 March 31, 2020 were $20,287 cash in the bank and $72,334 in inventory.  Management estimates our current monthly “burn rate” to be $2,500 and estimate our current cash will last through October 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 March 31, 2020.

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.

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 March 31, 2020, 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.

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.

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

On March 15, 2020 the Company sold 20,000 shares of common stock to one (1) investor at a price of $0.10 per share for total proceeds of $2,000.

There were no defaults upon senior securities during the period ended March 31, 2020.

Not applicable.

Not applicable.

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 

3.1Articles of Incorporation* 

3.2Bylaws* 

31.1Sec. 302 Certification of Principal Executive Officer** 

31.2Sec. 302 Certification of Principal Financial Officer** 

32.1Sec. 906 Certification of Principal Executive Officer** 

32.2Sec. 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 ^8th day of October, 2020.

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