UNITED STATES

The factors discussed herein, including those selected risks described in Item 1A. “Risk Factors” and elsewhere in this Annual Report on Form 10-K and in the Company’s other periodic filings with the Securities and Exchange Commission (the “SEC”) which are available for review at www.sec.gov under “Search for Company Filings” could cause actual results and developments to be materially different from those expressed or implied by such statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these and other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Item 1. Business

General Information

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

Double Down Holdings Inc. (the Company) was incorporated under the laws of the State of Nevada on January 17, 2013 as Ticket Corp.  The Company was formed to become a sellerprovider 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 other entertainment, events.  We are now investigating alternative marketing strategies or possible alternative directionsincluding 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 Company that could enhance shareholder value.  As of the date of this report we do not have any definitive agreements and the Company has not entered into any definitive agreement to change our business plan.

We received our initial funding of $33,000 through the sale of common stock to Russell Rheingrover, an officer and director who purchased 33,000,000 shares of our common stock at $0.001 per share on January 31, 2013. He currently owns 69% of the outstanding common stock of the Company.  (See “Risk Factors”, specifically page 10, to be advised of the risks to other shareholders due to his majority ownership).  Our financial statements from inception (January 17, 2013) through December 31, 20182019 report $384,998$396,523 in revenues and an accumulated deficit of $429,370.  $562,348. Our total stockholders’ equity as of December 31, 20182019 is $(346,870)$(998). Our independent auditor has issued an audit opinion for Ticket Corp.the Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

Mr. Rheingrover, who currently owns 69%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 540 hours per week of his business time to our affairs and the balance5 hours per week to Jiffy Tickets. He owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy Tickets. Due to his responsibilities to serve both companies, there is potential for conflicts of interest. He will use every effort to avoid material conflicts of interest generated by his responsibilities to both companies, but no assurance can be given that material conflicts will not arise which could be detrimental to our operations and financial prospects.

There is no current public market for our securities.  As our stock is not yet publicly traded, investors should be aware they probably will be unable to sell their shares and their investment in our securities is not liquid.common stock. We are currently working with a market maker on an application for trading of our common stock on the over the counter bulletin board.OTC Markets. We can provide no assurance that our shares will be traded on the bulletin board,OTC Markets, or if traded, that a public market will materialize.

Prior to 2019, the Company was solely a provider of Business

The Company has geo-location we are able to find and provide tickets to almost all events in the United States and offer licensed merchandise to a majority of events

The Company has continued its package design and labels and selected its bottles and applicators. In addition, the Company intends or has already cultivated partnershipsis in its final steps to finalize its pricing to end users and relationships with major providers in the ticketing and merchandise markets regarding purchase and resale of tickets and in conjunction with providing artist merchandise and the other capabilities of our app such as the selling event merchandise before, during or after the event through our Mobile Live Event Application. We have entered into agreements with Control Industry, Liquid Blue, My Locker, Tick City and Ticket Network. We have entered into an agreement with Tick City to be the primary mobile application for their clients which include major NCAA athletics and well as Premier League Soccer. The price and the availability of tickets from primary resellers are determined by market demand for the artist and the event promotion.

The Company intends to design, produce or procure an applicator that will be on sale, physically purchase initial ticket inventories and utilize our software to allow us to track and analyze ticket pricing trends in order to purchase tickets as close as possible at their lowest purchase point.  We will continue to buy and sell tickets up to the time the event occurs.  Purchases are made via deduction from the Company’s cash account and we manually enter the CAPTCHA (an acronymmore efficient for "Completely Automated Public Turing test to tell Computers and Humans Apart") a typedosing of challenge-response test used in computing to determine whether or not the user is human.

Q4: In Q4 the Company signed a Promissory Noteplans to do the following:

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

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

In addition, the amount of $240,000 with Russell Rheingrover.  Company intends to launch its second pet product in Q4 which will be the feline product developed for cats.

The note had an annual interest of 1.00%.  The maturity dateCompany intends on developing its beta version of the note was March 13, 2018.  The note was associated with an Assignment Agreement between the CompanyEquine product and Mr. Rheingrover wherein Mr. Rheingrover assigned all of his rights to the Stadium Builders License Agreement with the Santa Clara Stadium Authority to purchase and resell tickets to San Francisco 49er’s games with a fair market value of $80,000 per year for three years.  The Company had accrued $3,800 in interest on the note as of June 30, 2016.  On August 31, 2016 the Assignment Agreement was cancelled due to non-performance.  All accrued interest was also cancelled, resulting in a gain of $3,800.

Distribution methods of the products or services

The Company intends to sell tickets and merchandise onlinedevelop consumer sales channels including but not limited to:

In addition, the Company intends to concerts, sporting events, theatre, and other entertainment events directlymarket it sales direct to our customers using their smart phones and tablets such as Android and Apple enabled devices.   When our customers arrive at an event venue,consumers through the unique barcode on their smart phones and tablets will be verified with the existing scanners already in use at the event venues.  Ticket Corp will be using universal barcodes that work with any scanning device. Venues that have ticket scanning capability accept barcodes on Smart Phones. There does not need to be an agreement with any venue that use the universal barcodes. There are still some older and smaller venues that do not utilize universal barcodes or use scanning devices and still tear tickets.  In those cases, and in cases where hard tickets are needed to enter an event, we make arrangements to mail a hard ticket or make that ticket available at will call. Our order processing through Ticket Network significantly reduces the risk of lost tickets and ticket fraud. We deliver related merchandise to our customers which will be shipped directly to the customers by the vendors, by us or picked up at the event.

Pricing

Our pricing will beis based uponon an assessment of key market demand.  Each event has aindicators which may include but is not limited amount of available tickets and as the event date approaches, the price will normally fluctuate with the supply and demand for tickets offered for sale.  Other variables that can affect this are weather, team performance, the last minute absence of a key player or performer, the last minute addition of additional shows by the promoter or performer.

Overview of the Online Ticketing IndustryEssential Oils and Extracts Market

CBD Market Overview

CBD is an industry thata non-psychoactive cannabinoid found in cannabis. It has experienced very little innovation overrapid 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 years, butproducts in a number of segmented markets. Today the market size is now evolving into a business that increasingly emphasizes improvingmere fraction of what it will become in a relatively short period of time. According to Rolling Stone magazine the experienceoverall market for the two most important parties involvedCBD products was 390 million in ticketing for any entertainment2018 and sporting event – patrons and the providers of the entertainment.  Though the technology for delivering tickets via smartphones is already in use within the industry, in our opinion it is not widely or effectively used, in our opinion.

Competition, competitive position in the industry and methods of competition

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

Our product development methodology has been cultivated for many years and has gone through numerous cycles of testing and refinement. The result of that is a CBD tincture that in this area

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

We intend to purchaseacquire our ticketsraw plant material from arenas, amphitheaters, theaters, performance halls, golf tournaments, festivalsfarms and fairs, rodeos, sports teams.  We intend to purchase most of our tickets fromcultivators in the primary ticket marketPacific Northwest in which is defined as the original seller of the ticket.

Need for any government approval of principal products or services

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

Effect of existing or probable governmental regulations on the business

The Company will be subject to numerous state and local licensing laws and laws that require the disclosure of specified information as to ticket purchasers.

Research and development activities during the last two years

We have expended funds and activities for research and development costs since inception.

Number of total employees and number of full timefull-time employees

We currently have two full timefull-time employees, and a number of contracted personnel including in the areas of business and technology development. Our officers, Russell Rheingrover and Kristi Ann Nelson plan to devote as much time to our business as is necessary and currently are responsible for our general strategy, fund raising and customer relations and product development. Mr. Rheingrover estimates he is currently devoting approximately 2540 hours per week to Company matters and Ms. Nelson estimates she is spending approximately 2 hours on Company matters per week. Once sales support the expense, we may hire additional staff.

Mr. Rheingrover, who currently owns 69%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 540 hours of his business time per week to our affairs and the balance5 hours per week to Jiffy Tickets. He owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy Tickets. Due to his responsibilities to serve both companies, there is potential for conflicts of interest. He will use every effort to avoid material conflicts of interest generated by his responsibilities to both companies, but no assurance can be given that material conflicts will not arise which could be detrimental to our operations and financial prospects.

Item 1A.  Risk Factors

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

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

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

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.

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

On January 31, 2013,September 13, 2019, the Company issuedplaced $18,000 in an escrow account for the purposes of effecting a totalpossible buy-back of 33,000,000shares of outstanding common stock. As of December 31, 2019 the funds had been dispersed and the Transfer Agent is in the process of finalizing the paperwork to return the shares to the treasury.

On October 20, 2019 the Company sold 660,000 shares of common stock to its sole officer Russell Rheingrover for cash in the amount of $0.001 per share for a total of $33,000.

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

On December 30, 2019 the Registration Statement.

As of December 31, 2018,2019, the Company had 48,000,00053,779,701 shares of common stock issued and outstanding, held by fifty-one (51) shareholders of record.

The following is management’s discussion and analysis (“MD&A”) of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

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

We generated $175$11,700 and $12,208$175 in revenues for the years ended December 31, 20182019 and 2017,2018, respectively. Our cost of goods sold was $670$8,187 and $10,204,$670, resulting in a gross profit (loss) of $(495)$3,513 and $2,004,$(495), respectively. The difference in revenue was based upon market sales and the amount of tickets and price we were able to sell them for. The difference in the cost of goods sold was due to prevailing ticket prices for purchase and the market price at which the tickets could be resold. We incurred operating expenses of $29,208$124,984 and $117,268$29,208 for the years ended December 31, 20182019 and 2017,2018, respectively. These expenses consisted of general operating expenses, including professional fees and research and development costs, incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. For the years ended December 31, 20182019 and 20172018 we recorded $25,914$11,507 and $17,063$25,914 in interest expense. The increasedecrease in interest was due to the additionalreduction of convertible notes from cash loaned to our companyCompany by the director.

As of December 31, 2019, $13,330 is owed to Russell Rheingrover, CEO.CEO, as due to related party. $100 of the funds were loaned by him to the Company to open the bank account and isaccount. $7,630 of the funds were for payments he made on behalf of the Company from personal funds. These amounts are non-interest bearing with no specific repayment terms. $5,375 of the funds were for payment of an outstanding balance to DDC for software development.  The accrued interest payable of the Convertible Notes as outlined below was $54,247.

We are actively working to continue the advancement of our business plan.

As of December 31, 2018,2019, there were no off balance sheet arrangements.

The accompanying financial statements are presented on a going concern basis. We had limited operations during the period from January 17, 2013 (date of inception) to December 31, 2018.2019. This condition raises substantial doubt about our ability to continue as a going concern. We currently in the development stage and has minimal expenses; management believes that our current cash of $4,394$140,007 is not sufficient to cover the expenses they will incur during the next twelve months. Additional revenues and possibly loans from our director will be required for our companyCompany to remain in business.

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

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

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

Limited Operating History; Need for Additional Capital

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

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

Significant Accounting Policies

Basis of Accounting

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

Basic Loss per Share

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

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

Cash Equivalents

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

Use of Estimates and Assumptions

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

Income Taxes

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

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

Revenue

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.

The company expenses software development costs in accordance with FASB ASC 985-20-25. All costs incurred to establish the technological feasibility of a computer software product to be sold, leased, or otherwise marketed are research and development costs. Once technological feasibility has been reached, but not before it is released to the public, the cost incurred for software development can be capitalized and amortized after release. The company incurred no software development costs during the fiscal yearyears ended December 31, 20182019 and $65,594 during the fiscal year ended December 31, 2017.

None.

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended December 31, 20182019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

None.

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

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

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

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

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

Executive Biography

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

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

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

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

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

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

Code of Ethics

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

Item 11. Executive Compensation

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

Grants of Plan-Based Awards

There were no grants of plan based awards.

There were no stock awards

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

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

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

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

Holders of More than 5% of Our Common Stock

The following statements relating to the capital stock set forth the material terms of our securities; however, reference is made to the more detailed provisions of, and such statements are qualified in their entirety by reference to, the Certificate of Incorporation, amendment to the Certificate of Incorporation and the By-laws, copies of which are filed as exhibits to this registration statement. We currently have 100,000,000100,000,000 shares of common stock,0.001 par value authorized.

COMMON STOCK

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

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

As of December 31, 2019, $13,330 is owed to Russell Rheingrover, CEO.CEO, as due to related party. $100 of the funds were loaned by him to the Company to open the bank account and isaccount. $7,630 of the funds were for payments he made on behalf of the Company from personal funds. These amounts are non-interest bearing with no specific repayment terms. $5,375 of the funds were for payment of an outstanding balance to DDC for software development.  The accrued interest payable of the Convertible Notes as outlined below was $54,247.

On June 19, 2019 the Company issued 2,099,701 restricted common stock shares to Russell Rheingrover as a result of the funds are the result of a 10% Convertible Note issued on June 30, 2018.  Under the termsconversion of the note the principal sum and interest is to be repaid to Mr. Rheingrover by June 30, 2019 or is convertible at the conversion price of $0.15 per common stock share. The conversion price was considered by management to be a fair price.

Mr. Rheingrover, who currently owns 69%37% of our outstanding voting stock, is also the Chief Executive Officer of Jiffy Tickets, a national reseller of concert, theater, sporting and event tickets. He currently devotes approximately 5 hours of his business time to our affairs and the balance to Jiffy Tickets. He owes a fiduciary duty of loyalty to us, but also owes similar fiduciary duties to Jiffy Tickets. Due to his responsibilities to serve both companies, there is potential for conflicts of interest. He will use every effort to avoid material conflicts of interest generated by his responsibilities to both companies, but no assurance can be given that material conflicts will not arise which could be detrimental to our operations and financial prospects.For the year ended December 31, 2017 the revenue generated from Jiffy Tickets was almost 50% of total revenues generated for Ticket Corp.

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

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 1, 2019.