Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission File Number: 333-167667

TWO HANDS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		42-1770123
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
373 Joicey Blvd., North York Ontario, Canada (Address of Principal Executive Offices)		M5M 2W2 (Zip Code)

(416) 357-0399

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (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 past 90 days. Yes x 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 x 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.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
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 x

Securities registered under Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
N/A	N/A

Securities registered under Section 12(g) of the Act:

Common Stock, $.0001 Par Value

(Title of class)

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of November 18, 2024, the issuer had 2,369,037,729shares of its common stock issued and outstanding, par value $0.0001 per share.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains "forward-looking statements" that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our Form 10-K filed on April 1, 2024, and other filings we make with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

The following discussion and analysis of financial condition and results of operations is based upon and should be read in conjunction with our audited financial statements and related notes thereto included elsewhere in this report, and in our Form 10-K filed on April 1, 2024.

TWO HANDS CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS

PART I		PAGE
Item 1.	Financial Statements (Unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
PART II
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mining Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
	Signatures	32

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

TWO HANDS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30, 2024		December 31, 2023
(Unaudited)
ASSETS
Current assets
Cash		$	11,958			$	24,351
Accounts receivable, net			90,099				92,561
VAT taxes receivable			7,084				3,080
Inventory			42,391				39,489
Prepaid expenses			-				10,000
Total current assets			151,532				169,481
Property and equipment, net			7,046				9,513
Operating lease right-of-use asset			8,857				15,559
Total assets		$	167,435			$	194,553
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		$	491,820			$	523,486
Due to related party			1,228,735				883,534
Notes payable			105,286				113,333
Line of credit			851,908				629,507
Current portion of operating lease right-of-use liability			8,857				8,759
Total current liabilities			2,686,606				2,158,619
Long-term liabilities
Promissory notes			250,865				247,862
Non-redeemable convertible notes, net			404,567				502,500
Operating lease right-of-use liability, net of current portion			-				6,800
Total long-term liabilities			655,432				757,162
Total liabilities			3,342,038				2,915,781
Commitments and Contingencies			-				-
Temporary equity
Series A convertible preferred stock; $0.01par value; 200,000shares designated, 0shares issued and outstanding			-				-
Series B convertible preferred stock; $0.01par value; 100,000shares designated, 0shares issued and outstanding			-				-
Series C convertible preferred stock; $0.001par value; 150,000shares designated, 80,000shares and 80,000shares issued and outstanding, respectively			76,116				76,116
Series D convertible preferred stock; $0.001par value; 200,000shares designated, 0shares issued and outstanding			-				-
Series E convertible preferred stock; $0.0001par value; 300,000shares designated, 0shares issued and outstanding			-				-
Total temporary equity			76,116				76,116
Stockholder's deficit
Preferred stock; $0.001par value; 1,000,000shares authorized, 0issued and outstanding			-				-
Common stock; $0.0001par value; 12,000,000,000shares authorized, 2,020,406,829and 42,090,329shares issued and outstanding, respectively			202,042				4,210
Additional paid-in capital			90,215,116				89,278,354
Accumulated other comprehensive income			28,605				6,270
Accumulated deficit			(93,696,482	)			(92,086,178	)
Total stockholders' deficit			(3,250,719	)			(2,797,344	)
Total liabilities and stockholders' deficit		$	167,435			$	194,553
The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

TWO HANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

			For the three months ended September 30,			For the nine months ended September 30,
			2024				2023				2024				2023
Sales		$	179,502			$	212,453			$	569,268			$	585,222
Cost of goods sold			153,477				157,191				483,244				502,295
Gross profit			26,025				55,262				86,024				82,927
Operating expenses
General and administrative			300,665				307,223				917,354				950,345
Total operating expenses			300,665				307,223				917,354				950,345
Loss from operations			(274,640	)			(251,961	)			(831,330	)			(867,418	)
Other income (expense)
Amortization of debt discount and interest expense			(51,627	)			(41,064	)			(137,412	)			(117,515	)
Gain on disposition			-				-				-				50,839
Loss on settlement of non-redeemable convertible notes			(6,850	)			(272,805	)			(641,562	)			(666,305	)
Total other income (expense)			(58,477	)			(313,869	)			(778,974	)			(732,981	)
Net loss attributed to Two Hands Corporation			(333,117	)			(565,830	)			(1,610,304	)			(1,600,399	)
Add: deemed contribution - Series A Stock modification			-				190,040				-				190,040
Add: deemed contribution - Series C Stock modification			-				2,211,884				-				2,211,884
Net income (loss) attributed to Two Hands Corporation common stockholders		$	(333,117	)		$	1,836,094			$	(1,610,304	)		$	801,525
Other comprehensive income (loss)
Foreign currency translation adjustment			(18,945	)			26,766				22,335				(770	)
Total other comprehensive income (loss)			(18,945	)			26,766				22,335				(770	)
Comprehensive income (loss)		$	(352,062	)		$	1,862,860			$	(1,587,969	)		$	800,755
Net income (loss) per common share - basic		$	(0.00	)		$	1.33			$	(0.00	)		$	1.29
Net income (loss) per common share - diluted		$	(0.00	)		$	(0.01	)		$	(0.00	)		$	(0.04	)
Weighted average number of common shares outstanding - basic			1,664,375,273				1,375,748				741,361,000				620,585
Weighted average number of common shares outstanding - diluted			1,664,375,273				33,375,748				741,361,000				32,620,597
The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

TWO HANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and nine months ended September 30, 2024

(Unaudited)

			Common Stock				Common Stock to be				Additional Paid-in				Accumulated Other Comprehensive				Accumulated				Total Stockholders'
			Shares				Amount				Issued				Capital				Income				Deficit				Deficit
Balance, June 30, 2024			1,175,345,629			$	117,536			$	-			$	90,208,266			$	47,550			$	(93,363,365	)		$	(2,990,013	)
Stock issued for conversion of non-redeemable convertible notes			670,061,200				67,006				-				6,850				-				-				73,856
Stock issued for settlement of promissory notes			175,000,000				17,500				-				-				-				-				17,500
Foreign currency translation adjustment			-				-				-				-				(18,945	)			-				(18,945	)
Net loss			-				-				-				-				-				(333,117	)			(333,117	)
Balance, September 30, 2024			2,020,406,829			$	202,042			$	-			$	90,215,116			$	28,605			$	(93,696,482	)		$	(3,250,719	)
			Common Stock				Common Stock to be				Additional Paid-in				Accumulated Other Comprehensive				Accumulated				Total Stockholders'
			Shares				Amount				Issued				Capital				Income				Deficit				Deficit
Balance, December 31, 2023			42,090,329			$	4,210			$	-			$	89,278,354			$	6,270			$	(92,086,178	)		$	(2,797,344	)
Stock issued for conversion of non-redeemable convertible notes			1,795,316,500				179,532				-				641,562				-				-				821,094
Stock issued for settlement of debt - related party			8,000,000				800				-				295,200				-				-				296,000
Stock issued for settlement of promissory notes			175,000,000				17,500				-				-				-				-				17,500
Foreign currency translation adjustment			-				-				-				-				22,335				-				22,335
Net loss			-				-				-				-				-				(1,610,304	)			(1,610,304	)
Balance, September 30, 2024			2,020,406,829			$	202,042			$	-			$	90,215,116			$	28,605			$	(93,696,482	)		$	(3,250,719	)

TWO HANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and nine months ended September 30, 2023

(Unaudited)

			Common Stock				Common Stock to be				Additional Paid-in				Accumulated Other Comprehensive				Accumulated				Total Stockholders'
			Shares				Amount				Issued				Capital				Income				Deficit				Deficit
Balance, June 30, 2023			618,947			$	62			$	-			$	80,366,051			$	11,605			$	(84,957,085	)		$	(4,579,367	)
Stock issued for conversion of non-redeemable convertible notes			1,961,500				196				-				343,884				-				-				344,080
Stock issued for the conversion of Series A convertible preferred stock			25,000,000				2,500				-				56,965				-				-				59,465
Deemed contribution - Series A Stock modification			-				-				-				190,040				-				-				190,040
Deemed contribution - Series C Stock modification			-				-				-				2,211,884				-				-				2,211,884
Foreign exchange loss			-				-				-				-				26,766				-				26,766
Net loss			-				-				-				-				-				(565,830	)			(565,830	)
Balance, September 30, 2023			27,580,447			$	2,758			$	-			$	83,168,824			$	38,371			$	(85,522,915	)		$	(2,312,962	)
			Common Stock				Common Stock to be				Additional Paid-in				Accumulated Other Comprehensive				Accumulated				Total Stockholders'
			Shares				Amount				Issued				Capital				Income				Deficit				Deficit
Balance, December 31, 2022			137,403			$	14			$	336,000			$	78,909,153			$	39,141			$	(83,922,516	)		$	(4,638,208	)
Rounding on reverse stock split			(12	)			-				-				-				-				-				-
Stock issued for conversion of non-redeemable convertible notes			2,420,700				242				-				783,258				-				-				783,500
Stock issued for settlement of debt - related party			7,324				1				-				274,792				-				-				274,793
Stock issued for the conversion of Series A convertible preferred stock			25,000,000				2,500				-				56,965				-				-				59,465
Stock issued for the conversion of Series B convertible preferred stock			11,000				1				-				109,781				-				-				109,782
Stock issued for the conversion of Series C convertible preferred stock			4,000				-				-				296,951				-				-				296,951
Stock issued to settle stock to be issued			32				-				(336,000	)			336,000				-				-				-
Deemed contribution - Series A Stock modification			-				-				-				190,040				-				-				190,040
Deemed contribution - Series C Stock modification			-				-				-				2,211,884				-				-				2,211,884
Foreign exchange loss			-				-				-				-				(770	)			-				(770	)
Net loss			-				-				-				-				-				(1,600,399	)			(1,600,399	)
Balance, September 30, 2023			27,580,447			$	2,758			$	-			$	83,168,824			$	38,371			$	(85,522,915	)		$	(2,312,962	)

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

TWO HANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

			For the nine months ended September 30,
			2024				2023
Cash flows from operating activities
Net loss		$	(1,610,304	)		$	(1,600,399	)
Adjustments to reconcile net loss to cash used in operating activities
Depreciation and amortization			8,651				9,657
Bad debt			1,276				(25,844	)
Gain on disposition			-				(50,839	)
Amortization of debt discount			137,412				117,515
Loss on settlement of non-redeemable convertible notes			641,562				666,305
Change in operating assets and liabilities
Accounts and taxes receivable			(4,603	)			(48,953	)
Prepaid expense			10,000				-
Inventory			(3,600	)			14,979
Deferred revenue			-				(22,284	)
Accounts payable and accrued liabilities			586,822				573,590
Operating lease right-of-use liability			(6,373	)			(6,191	)
Net cash used in operating activities			(239,157	)			(372,464	)
Cash flows from investing activities
Net cash used in investing activities			-				-
Cash flow from financing activities
Expenses paid for by related party			61,748				77,490
Repayment of advances to related party			(25,432	)			(27,379	)
Proceeds from notes payable			-				105,299
Repayment of notes payable			-				(7,057	)
Proceeds from line of credit			190,976				234,417
Net cash provided by financing activities			227,292				382,770
Change in foreign exchange			(528	)			(123	)
Net change in cash			(12,393	)			10,183
Cash, beginning of the period			24,351				17,137
Cash, end of the period		$	11,958			$	27,320
Cash paid during the period
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-
Supplemental disclosure of non-cash investing and financing activities
Stock issued for settlement of debt - related party		$	296,000			$	188,871
Stock issued for settlement of promissory notes		$	17,500			$	-
Stock issued for settlement of promissory notes - related party		$	-			$	85,922
Stock issued to settle non-redeemable convertible notes		$	821,094			$	783,500
Issue of promissory notes to settle other promissory notes		$	240,926			$	-
Deemed contribution - Series A Stock Modification		$	-			$	190,040
Deemed contribution - Series C Stock Modification		$	-			$	2,211,884
The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

TWO HANDS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Two Hands Corporation (the "Company") was incorporated in the state of Delaware on April 3, 2009 and on July 26, 2016, changed its name from Innovative Product Opportunities Inc. to Two Hands Corporation.

The Two Hands co-parenting application launched on July 2018 and the Two Hands Gone application launched In February 2019. The Company ceased work on these applications in 2021.

The gocart.city online consumer grocery delivery application was released in early June 2020 and Cuore Food Services commenced sale of dry goods and produce to other businesses in July 2020.

In July 2021, the Company made the strategic decision to focus exclusively on the grocery market through three on-demand branches of its grocery businesses: gocart.city, Grocery Originals, and Cuore Food Services.

i)

gocart.city is the Company's online delivery marketplace, allowing consumers to shop online and have their groceries delivered.

ii)

Grocery Originals is the Company's brick-and-mortar grocery store located in Mississauga Ontario at the site of the Company's warehouse.

iii)

Cuore Food Services is the Company's wholesale food distribution branch.

On May 1, 2023, the Company entered into an asset sale agreement with a non-related private corporation ("Purchaser") whereby the Company sold the assets of gocart.city. The sale included the e-commerce site, branding, supporting components of the Grocery Originals store and inventory. The ongoing sales and client base gocart.city and Grocery Originals was transferred as part of the asset sale. After May 1, 2023, the Company continued the business of Cuore Food Services.

The operations of the business are carried on by Two Hands Canada Corporation, a wholly-owned subsidiary of the Company, incorporated under the laws of Canada on February 7, 2014.

The Company received approval from the Canadian Securities Exchange (the "CSE") to list its common shares (the "Common Shares") on the CSE. Trading of the Common Shares in the capital of the Company commenced on August 5, 2022, under the symbol "TWOH".

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of Two Hands Corporation have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2023 of Two Hands Corporation in our Form 10-K filed on April 1, 2024.

The interim financial statements present the balance sheets, statements of operations, stockholders' deficit and cash flows of Two Hands Corporation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2024 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.

GOING CONCERN

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the nine months ended September 30, 2024, the Company incurred a net loss of $1,610,304and used cash in operating activities of $239,157, and on September 30, 2024, had stockholders' deficit of $3,250,719and an accumulated deficit of $93,696,482. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the date that the financial statements are issued. The Company will be dependent upon the raising of additional capital through placement of its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. We are currently funding our operations by way of cash advances from our Chief Executive Officer, note holders, shareholders and others; however, we do not have any oral or written agreements with them or others to loan or advance funds to us. There can be no assurances that we will be able to receive loans or advances from them or other persons in the future.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Two Hands Canada Corporation. All intercompany transactions and balances have been eliminated in consolidation.

USE OF ESTIMATES AND ASSUMPTIONS

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

CONCENTRATIONS

The following table summarizes accounts receivable and revenue concentrations:

		Accounts receivable on September 30, 2024		Revenue for the nine months ended September 30, 2024
Customer #1			18	%			-
Customer #2			12	%			-
Total concentration			30	%			-%

The following table summarizes accounts payable and purchases concentrations:

		Accounts payable on September 30, 2024		Purchases for the nine months ended September 30, 2024
Supplier #1			13	%			-
Supplier #2			13	%			-
Supplier #3			11	%			-
Supplier #4			-				13	%
Supplier #5			-				12	%
Supplier #6			-				12	%
Total concentration			37	%			37	%

CASH AND CASH EQUIVALENTS

For the purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

ACCOUNTS RECEIVABLE

Trade accounts receivable is recorded at the invoiced amount and do not bear interest. The Company grants credit to its customers with defined payment terms, performs ongoing evaluations of the credit worthiness of its customers and generally does not require collateral. Accounts receivables are carried at their outstanding principal amounts, less an anticipated amount for discounts and an allowance for expected credit losses, which management believes is sufficient to cover potential credit losses based on historical experience and periodic evaluation of the financial condition of the Company's customers. Estimated credit losses consider relevant information about past events, current conditions and reasonable and supporting forecasts that affect the collectability of financial assets.

The allowance for doubtful accounts on September 30, 2024 and December 31, 2023 is $104,433and $105,072, respectively.

INVENTORY

Inventory consisting of groceries and dry goods are measured at the lower of cost and net realizable value. Cost is determined pursuant to the first-in first out("FIFO") method. The cost of inventory includes the purchase price, shipping and handling costs incurred to bring the inventories to their present location and condition. Inventory with a short shelf life that is not utilized within the planned period are immediately expensed in the statement of operations. Estimated gross profit rates are used to determine the cost of goods sold in the interim periods, unless physical inventory counts are performed. Any significant adjustment that results from the reconciliation with physical inventory counts is disclosed. On September 30, 2024 and December 31, 2023, the inventory valuation allowance was $0.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized.

The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives of the assets, which are as follows:

Computer equipment 50% declining balance over a three year useful life

In the year of acquisition, one half the normal rate of depreciation is provided.

REVENUE RECOGNITION

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. We recognize revenue for the sale of our products upon delivery to a customer.

During the nine months ended September 30, 2024 and 2023, the Company had revenue of $569,268 and $585,222, respectively. In 2024, the Company recognized revenue of $569,268 from the sale of dry goods and produce to other customers. In 2023 the Company recognized revenue of $28,715 from the sale of groceries to consumers via the gocart.city online grocery delivery application and $556,507 from the sale of dry goods and produce to other customers.

LEASES

Under ASC 842, a right-of-use asset and lease liability is recorded for all leases and the statement of operations reflects the lease expense for operating leases and amortization/interest expense for financing leases.

The Company does not apply the recognition requirements in the standard to a lease that at commencement date has a lease term of twelve months or less and does not contain a purchase option that it is reasonably certain to exercise and to not separate lease and related non-lease components. Options to extend the leases are not included in the minimum lease terms unless they are reasonably certain to be exercised.

The Company leases an automobile under a non-cancelable operating lease. Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

DEBT DISCOUNT AND DEBT ISSUANCE COSTS

Debt discounts and debt issuance costs incurred in connection with the issuance of convertible notes are capitalized and amortized to interest expense based on the related debt agreements using the effective interest rate method. Unamortized discounts are netted against convertible notes.

INCOME TAXES

The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.

NET LOSS PER SHARE

Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. Dilutive net loss per share for common stock is calculated utilizing the if-converted method which assumes the conversion of all Series C Stock to common stock. On September 30, 2024 and 2023, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, and Series C Stock of 4,266,441,800shares and 5,039,499,100shares, respectively, as their effect would have been anti-dilutive.

FOREIGN CURRENCY TRANSLATION

The consolidated financial statements are presented in United States dollars. The functional currency of the consolidated entities are determined by evaluating the economic environment of each entity. The functional currency of Two Hands Corporation is the United States dollar. Foreign exchange translation adjustments are reported as gains or losses resulting from foreign currency transactions and are included in the results of operations.

Two Hands Canada Corporation maintains its accounts in the Canadian dollar. Assets and liabilities are translated to United States dollars at year-end exchange rates. Income and expenses are transaction at averages exchange rate during the year. Foreign currency transaction adjustments are reported as other comprehensive income, a component of equity in the consolidated balance sheet.

STOCK-BASED COMPENSATION

The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered.

FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item.

The Company's financial instruments such as cash, accounts payable and accrued liabilities, non-redeemable convertible notes, notes payable and due to related parties are reported at cost, which approximates fair value due to the short-term nature of these financial instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. The Company is currently evaluating the provisions of the amendments and the impact on its financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the provisions of the amendments and the impact on its financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

NOTE 3 - NON-REDEEMABLE CONVERTIBLE NOTES

On January 8, 2018, the Company entered into a Side Letter Agreement ("Note") with a non-related investor, Stuart Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $244,065 issued by the Company during the period of July 2014 and December 2017.The issue price of the Note is $244,065with a face value of $292,878and the Note has an original maturity date of December 31, 2018which is subject to automatic annual renewal. On June 29, 2021, the Company and Stuart Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2025. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001per share of the Company's common stock. The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year.During the nine months ended September 30, 2024, the Company elected to convert $150,119 of principal and interest into 1,501,191,200 shares of common stock of the Company at a conversion price of $0.0001 per share. These conversions resulted in a loss on debt settlement of $342,225 due to the requirement to record the share issuance at fair value on the date the shares were issued. The consolidated statement of operations includes interest expense of $25,000 and $28,094 for the nine months ended September 30, 2024 and 2023, respectively, and $12,568 and $9,468 for the three months ended September 30, 2024 and 2023, respectively. On September 30, 2024 and December 31, 2023, the carrying amount of the Note is $0 (face value of $0 less $0 unamortized discount) and $115,004 (face value of $115,004 less $0 unamortized discount), respectively. This Note was paid in full on August 5, 2024.

On May 10, 2018, the Company entered into a Side Letter Agreement ("Note") with a non-related investor, Jordan Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $35,000 issued by the Company on May 9, 2018.The issue price of the Note is $35,000with a face value of $42,000and the Note has an original maturity date of December 31, 2018which is subject to automatic annual renewal. On June 29, 2021, the Company and Jordan Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2025. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001per share of the Company's common stock. The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year.During the nine months ended September 30, 2024, the Company elected to convert $2,263 of principal and interest into 22,625,300 shares of common stock of the Company at a conversion price of $0.0001 per share. These conversions resulted in a loss on debt settlement of $36,747 due to the requirement to record the share issuance at fair value on the date the shares were issued. The consolidated statement of operations includes interest expense of $377 and $1,267 for the nine months ended September 30, 2024 and 2023, respectively, and $0 and $427 for the three months ended September 30, 2024 and 2023, respectively. On September 30, 2024 and December 31, 2023, the carrying amount of the Note is $0and $1,885 (face value of $1,885 less $0 unamortized discount), respectively. This Note was paid in full on April 29, 2024.

On September 13, 2018, the Company entered into a Side Letter Agreement ("Note") with a non-related investor, Jordan Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10, 2018 to September 13, 2018.The issue price of the Note is $40,000with a face value of $48,000and the Note has an original maturity date of December 31, 2018which is subject to automatic annual renewal. On June 29, 2021, the Company and Jordan Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2025. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001per share of the Company's common stock. The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year.The consolidated statement of operations includes interest expense of $17,883 and $14,889 for the nine months ended September 30, 2024 and 2023, respectively, and $6,005 and $5,018 for the three months ended September 30, 2024 and 2023, respectively. On September 30, 2024 and December 31, 2023, the carrying amount of the Note is $137,323 (face value of $143,327 less $6,005 unamortized discount) and $119,440 (face value of $119,440 less $0 unamortized discount), respectively.

On January 31, 2019, the Company entered into a Side Letter Agreement ("Note") with Stuart Turk to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $106,968 issued by the Company during the period of January 3, 2018 to December 28, 2018.The issue price of the Note is $106,968with a face value of $128,362and the Note has an original maturity date of December 31, 2019which is subject to automatic annual renewal. On June 29, 2021, the Company and Stuart Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2025. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001per share of the Company's common stock. The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year.During the nine months ended September 30, 2024, the Company elected to convert $27,150 of principal and interest into 271,500,000 shares of common stock of the Company at a conversion price of $0.0001 per share. These conversions resulted in a loss on debt settlement of $262,590 due to the requirement to record the share issuance at fair value on the date the shares were issued. The consolidated statement of operations includes interest expense of $38,338 and $33,180 for the nine months ended September 30, 2024 and 2023, respectively, and $12,873 and $11,182 for the three months ended September 30, 2024 and 2023, respectively. On September 30, 2024 and December 31, 2023, the carrying amount of the Note is $267,244 (face value of $280,117 less $12,873 unamortized discount) and $266,171 (face value of $266,171 less $0 unamortized discount), respectively.

NOTE 4 - LEASES

The Company entered into an operating lease agreement on October 14, 2021 for an automobile, resulting in the recording of an initial liability and corresponding right-of-use asset of $35,906. The weighted-average remaining non-cancelable lease term for the Company's operating lease was 1.50years at September 30, 2024. The weighted-average discount rate was 3.96% at September 30, 2024.

The Company's operating lease expires in 2025. The following shows future lease payments for the remaining periods under operating lease at September 30, 2024:

Periods ending December 31,		Operating Lease Commitments
2024		$	2,546
2025			7,639
Total operating lease commitments			10,185
Less: imputed interest			(1,328	)
Total right-of-use liability		$	8,857

The Company's discounted current right-of-use lease liability and discounted non-current right-of-use lease liability on September 30, 2024 is $8,857and $0, respectively.

Operating leases expense for the nine months ended September 30, 2024 is $7,639.

NOTE 5 - LINE OF CREDIT

On April 14, 2022, the Company entered into a binding Grid Promissory Note and Credit Facility Agreement (the "Line of Credit") with The Cellular Connection Ltd. (the "Lender"). Pursuant to the Line of Credit, the Company can borrow from the Lender up to CAD $750,000in principal in increments of at least CAD $50,000upon five business days' notice and the outstanding principal bears interest at 8% per annum, payable monthly. The outstanding principal and all accrued interest became due and payable in full on May 1, 2024, the maturity date of the Line of Credit. The Lender has provided verbal assurances that the Company may continue to borrow additional funds at the same terms as the Line of Credit. Any indebtedness under the Line of Credit are secured against accounts receivable and inventory of the Company, and is convertible into shares of common stock of the Company at the Company's option any time after twelve months from the first advance at a conversion price of $0.10 per share, subject to a restriction on the Lender holding more than 4.99% of the Company's Common Shares. As of September 30, 2024 and December 31, 2023, the Line of Credit of $851,908(principal $769,828(CAD $1,040,168) and interest of $82,080) and $629,507(principal $588,295(CAD $780,336) and interest of $41,212), respectively, was outstanding. The consolidated statement of operations includes interest expense of $41,334and $29,162for the nine months ended September 30, 2024 and 2023, respectively, and $15,143and $13,382for the three months ended September 30, 2024 and 2023, respectively.

NOTE 6 - NOTES PAYABLE

As of September 30, 2024 and December 31, 2023, notes payable due to Piero Manzini, and The Cellular Connection Limited, a corporation controlled by Stuart Turk, totaling $105,286and $113,333, respectively, were outstanding. The balances are non-interest bearing, unsecured and have no specified terms of repayment. On September 9, 2024, notes payable which totaled $4,601were settled by exchanging these promissory notes for new promissory notes.

NOTE 7 - PROMISSORY NOTES

Promissory Notes

On September 9, 2024, the Company issued promissory notes with principal of $240,926to settle notes payable, promissory notes and accrued interest. The promissory notes bears interest of 10% per annum, are unsecured and mature on December 31, 2025. At the option of the Company, outstanding principal and interest may be paid in cash or in shares of common stock of the Company valued at the closing price OTC Pink markets prior to the date of conversion. During the nine months ended September 30, 2024, the Company elected to settle $17,500of principal and interest of promissory notes by issuing 175,000,000shares of common stock of the Company with a fair value of $17,500. As of September 30, 2024 and December 31, 2023, promissory notes of $224,801(principal $223,426 and interest of $1,375) and of $0(principal $0and interest of $0), respectively, were outstanding.

As of September 30, 2024 and December 31, 2023, promissory notes of $26,064(principal $19,217and interest of $6,847) and of $247,862(principal $186,672and interest of $61,190), respectively, were outstanding. The promissory notes bears interest of 10% per annum, are unsecured and mature on December 31, 2025. On September 9, 2024, promissory notes which totaled $234,843(principal $167,455and interest of $67,388) were settled by exchanging these promissory notes for new promissory notes.

Promissory Notes - Related Party

As of September 30, 2024 and December 31, 2023, promissory note - related party of $0and $0, respectively, were outstanding. The promissory notes - related party bear interest of 10% per annum, are unsecured, mature on December 31, 2025 and are due to 2130555 Ontario Limited, a Company controlled by Nadav Elituv, the Company's Chief Executive Officer. On February 2, 2023, the Company issued common stock to settle promissory note - related party and interest with a carrying value of $85,922.

NOTE 8 - RELATED PARTY TRANSACTIONS

As of September 30, 2024 and December 31, 2023, advances and accrued salary of $1,228,735and $883,534, respectively, were due to Nadav Elituv, the Company's Chief Executive Officer. The balance is non-interest bearing, unsecured and have no specified terms of repayment.

During the nine months ended September 30, 2024, the Company issued advances due to related party for $61,748for expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $25,432in cash. In addition, the Company accrued salary of $609,041due to Nadav Elituv for services provided during the nine months ended September 30, 2024. On February 26, 2024, the Company issued common stock to settle due to related party with a carrying value of $296,000(Note 10).

During the nine months ended September 30, 2023, the Company issued advances due to related party for $77,490for expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $27,379in cash. In addition, the Company accrued salary of $600,103due to Nadav Elituv for the nine months ended September 30, 2023. On February 2, 2023, the Company issued common stock to settle due to related party with a carrying value of $188,871.

During the nine months ended September 30, 2024 and 2023, the Company paid Linus Creative Services, a business controlled by Bradley Southam, a director of the Company, $0and $2,649, respectively, for advertising services.

Employment Agreements

On January 15, 2023, the Company executed an employment agreement for the period from January 1, 2023 to December 31, 2023 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay an annual salary of $600,000from available funds.

On March 17, 2024, the Company executed an employment agreement for the period from January 1, 2024 to December 31, 2024 with Nadav Elituv, the Chief Executive Officer of the Company whereby the Company shall pay an annual salary of $600,000from available funds.

On July 1, 2023, entered into a consulting agreement to pay 2130555 Ontario Limited, a Company controlled by Nadav Elituv, a monthly consulting fee of $18,000(CAD $24,000per month) for services for the period from July 1, 2023 to December 31, 2023.

On January 1, 2024, entered into a consulting agreement to pay 2130555 Ontario Limited, a Company controlled by Nadav Elituv, a monthly consulting fee of CAD $24,000per month for services for the period from January 1, 2024 to December 31, 2024.

Stock-based compensation - salaries expense related to these employment agreements for the nine months ended September 30, 2024 and 2023 is $0and $0, respectively. Stock-based compensation - salaries expense was recognized ratably over the requisite service period.

NOTE 9 - PREFERRED STOCK

On August 6, 2013, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating two hundred thousand (200,000) shares as Series A Convertible Preferred Stock ("Series A Stock"). Each share of Series A Stock is convertible into one thousand (1,000) shares of common stock of the Company. On April 21, 2022, the Company amended its articles to amend the terms of its Series A Convertible Preferred Stock to become non-voting shares. Previously Series A Stock were entitled to the number of votes equal to the aggregate number of shares of common stock into which the Holder's share of Series A Stock is convertible, multiplied by one hundred (100).

On December 12, 2019, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating one hundred thousand (100,000) shares as Series B Convertible Preferred Stock ("Series B Stock"). After a one year holding period, each share of Series B Stock is convertible into one thousand (1,000) shares of common stock of the Company. Series B Stock is non-voting.

On October 7, 2020, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating five thousand (5,000) shares as Series C Convertible Preferred Stock, par value $0.001per share ("Series C Stock"). Each share of Series C Stock (i) has a liquidation value of $100, subject to various anti-dilution protections (ii) is convertible into shares of common stock of the Companysix months after the date of issuance at a price of $0.25per share effective June 30, 2022, subject to various anti-dilution protections (iii) on conversion will receive an aggregate number of shares of common stock as is determined by dividing the liquidation value by the conversion price. Series C Stock are non-voting. On June 24, 2021, the board of directors approved the increase in the number of designated shares of Series C Convertible Preferred Stock from 5,000to 30,000and reduction of the conversion price from $0.0035per share to $0.002per share. On April 27, 2022, a 1 for 1,000 reverse stock splitof the Company's common stock took effect which increased the conversion rate from $0.002per share to $2.00per share. On June 30, 2022, the Company made an amendment to the Certificate of Designation of its Series C Stock which lowered the fixed conversion price from $2.00per share to $0.25per share.

On September 1, 2021, the Company filed a Certificate of Designation with the Delaware Secretary of State thereby designating two hundred thousand (200,000) shares as Series D Convertible Preferred Stock, par value $0.001per share ("Series D Stock"). Each share of Series D Stock is convertible into one hundred (100) shares of common stock of the Company six months after the date of issuance. Series D Stock are non-voting.

On June 30, 2022, the Company made an amendment to the Certificate of Designation of its Series C Stock which lowered the fixed conversion price from $2.00per share to $0.25per share. Per separate agreement, the fixed conversion price was adjusted to $400 per share. The Company accounted for the amendment as an extinguishment and recorded a deemed dividend in accordance with ASC 260-10-599-2. As such, on June 30, 2022, the shares of Series C Stock recorded at fair value of 296,951resulting in a deemed contribution of $834,001.

On October 4, 2022, the Company filed a Certificate of Designation with the Delaware Secretary of State that had the effect of designating 300,000shares of preferred stock as Series E Convertible Preferred Stock ("Series E Stock"). Series E Stock are non-voting, have a par value of $0.0001per share and have a stated value of $1.00per share. Each share of Series E Stock carries an annual cumulative dividend of 10% of the stated value. The Company may redeem Series E Stock in cash, if redeemed within 60 days of issuance date, at 110% of the stated value plus accrued unpaid dividends and between 61 days and 180 days at 115% of the stated value plus unpaid accrued dividends. After 180 days of the issuance date, the Company does not have the right to redeem Series E Stock. After 180 days after the issue date, Series E Stock at the stated value together with any unpaid accrued dividends are convertible into shares of common stock of the Company at the Holder's option at a variable conversion price calculated at 75% of the market price defined as the lowest three average trading price during the ten trading day period ending on the latest trading day prior to the conversion date. After 18 months following the issuance date, the Company must redeem for cash Series E Stock at its stated value plus any accrued unpaid dividends and the default adjustment, if any.

On September 29, 2023, a 1 for 1,000 reverse stock splitof the Company's common stock took effect.

Series A Stock, Series B Stock, Series C Stock, Series D Stock and Series E Stock has been classified as temporary equity (outside of permanent equity) on the consolidated balance sheet on September 30, 2024 and December 31, 2023, since share settlement is not within the control of the Company.

NOTE 10 - STOCKHOLDERS' EQUITY

The Company is authorized to issue an aggregate of 12,000,000,000common shares with a par value of $0.0001per share and 1,000,000shares of preferred stock with a par value of $0.0001per share.

On August 22, 2023, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to effect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 1,000 bases. We filed the Amendment with the Delaware Secretary of State on August 22, 2023. On September 21, 2023 the Financial Industry Regulatory Authority, Inc. notified us that the reverse stock split would take effect on September 29, 2023. All common stock share and per-share amounts for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the reverse stock split.

During the nine months ended September 30, 2024, the Company elected to convert $179,532of principal and interest of non-redeemable convertible notes into 1,795,316,500shares of common stock of the Company with a fair value of $821,094resulting in a loss of extinguishment of debt of $641,562.

During the nine months ended September 30, 2024, the Company elected to settle $17,500of principal and interest of promissory notes by issuing 175,000,000shares of common stock of the Company with a fair value of $17,500.

On February 26, 2024, the Company agreed to issue 8,000,000shares of common stock with a fair value of $109,600to settle accrued salary and expenses of $296,000(CAD $400,000) due to Nadav Elituv, the Chief Executive Officer of the Company resulting an increase in additional paid-in capital of $186,400.

NOTE 11 - SUBSEQUENT EVENTS

From October 1, 2024 to November 6, 2024, the Company elected to convert $12,100of principal and interest of non-redeemable convertible notes into 121,000,000shares of common stock of the Company with a fair value of $12,100resulting in a loss of extinguishment of debt of $0.

From October 1, 2024 to November 6, 2024, the Company elected to settle $19,563of principal and interest of promissory notes by issuing 195,630,000shares of common stock of the Company with a fair value of $19,563.

The Company elected to convert 80,000shares of Series C Convertible Preferred Stock into 32,000,000shares of common stock of the issuer in accordance with the original terms of the Series C Convertible Preferred Stock.

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

Two Hands Corporation (the "Company") was incorporated in the state of Delaware on April 3, 2009 and on July 26, 2016, changed its name from Innovative Product Opportunities Inc. to Two Hands Corporation.

The Two Hands co-parenting application launched on July 2018 and the Two Hands Gone application launched In February 2019. The Company ceased work on these applications in 2021.

The gocart.city online consumer grocery delivery application was released in early June 2020 and Cuore Food Services commenced sale of dry goods and produce to other businesses in July 2020.

In July 2021, the Company made the strategic decision to focus exclusively on the grocery market through three on-demand branches of its grocery businesses: gocart.city, Grocery Originals, and Cuore Food Services. All three of such branches of the Company's business share industry standard warehouse storage space and inventory. The Company's inventory is updated continuously and generally consists of produce, meats, pantry items, bakery & pastry goods, gluten-free goods, and organic items, acquired from various different suppliers in Canada and internationally, with whom the Company and its principals have cultivated long-term relationships.

On May 1, 2023, the Company sold its gocarty.city and Grocery Originals branches.

Cuore Food Services

Cuore Food Services is the Company's wholesale food distribution branch. Cuore Food Services uses inventory from the Company's warehouse as well as inventory it acquires on an ad hoc basis, and focuses on bulk delivery of goods to food service business such as restaurants, hotels, event planning/hosting businesses. Orders distributed through Cuore Food Services can be made over the phone or online through a different front-end of the gocart.city platform.

The Company continued Cuore Food Services after May 1, 2023.

Management's Plan of Operation

The Company is focused exclusively on the grocery market through its on-demand grocery business: Cuore Food Services.

Products and Services

The Company plans to continue expanding its reach to additional customers and geographies across Canada while enhancing its product line with a focus on Italian staples, including pasta, oils, olives, and canned tomatoes.

Operations and Logistics

The company plans to expand storage and warehousing, expand warehouse staff, add more delivery trucks and expand the delivery area.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, inventories, impairment of long-term assets, stock-based compensation, derivatives, income taxes and loss contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies, among others, may be impacted significantly by judgment, assumptions and estimates used in the preparation of the Financial Statements:

NET LOSS PER SHARE

Basic net income (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period increased to include the number of additional common shares that would have been outstanding if potentially dilutive securities had been issued. Dilutive net loss per share for common stock is calculated utilizing the if-converted method which assumes the conversion of all Series C Stock to common stock. On September 30, 2024 and 2023, we excluded the common stock issuable upon conversion of non-redeemable convertible notes, and Series C Stock of 4,266,441,800 shares and 5,039,499,100 shares, respectively, as their effect would have been anti-dilutive.

STOCK-BASED COMPENSATION

The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered.

REVENUE RECOGNITION

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. We recognize revenue for the sale of our products upon delivery to a customer.

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2023, which means it will be effective for our fiscal year beginning January 1, 2024. The Company recognizes there will be an impact on how conversions are calculated which may require recognition of gains or losses. However, the Company believes, through their evaluation, there is no material impact this new guidance will have on its financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. The Company is currently evaluating the provisions of the amendments and the impact on its financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the provisions of the amendments and the impact on its financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

COMPARISON OF RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Sales, Cost of goods sold, Gross profit:

		Three months ended September 30,		Change
		2024 $		2023 $		$		%
Sales			179,502				212,453				(32,951	)			(16	)
Cost of goods sold			153,477				157,191				(3,714	)			(2	)
Gross profit			26,025				55,262				(29,237	)			(53	)
Gross profit %			14.5	%			26.0	%

Breakdown of sales by branch:

		Three months ended September 30,		Change
		2024 $		2023 $		$		%
gocart.city - online delivery			-				15,548				(15,548	)			(100	)
Grocery Originals and Cuore Food Service - retail and wholesale distribution			179,502				196,905				(17,403	)			(9	)
Total sales			179,502				212,453				(32,951	)			(16	)

The gocart.city grocery delivery application was released in early June 2020 and gocart.city wholesale commenced sale of dry goods and produce to other businesses in July 2020. Our revenue from gocart.city - online delivery was primarily due to the recognition of revenue from expired grocery vouchers. gocart.city - online delivery was sold on May 1, 2023.

The gross margin percentage decreased from 2023 to 2024 due to expired grocery vouchers recognized as revenue in 2023.

Operating expenses:

		Three months ended September 30,		Change
		2024 $		2023 $		$		%
Salaries and benefits			155,178				170,724				(15,546	)			(9	)
Occupancy expense			4,676				9,673				(4,997	)			(52	)
Advertising and travel			854				3,459				(2,605	)			(75	)
Auto expenses			6,801				6,721				80				1
Consulting			86,473				73,786				12,687				17
Depreciation and Amortization			676				1,049				(373	)			(36	)
Bad debt			749				3,092				(2,343	)			(76	)
Office and general expenses			17,906				16,906				1,000				6
Professional fees			26,917				21,311				5,606				26
Freight and delivery			435				502				(67	)			(13	)
Total operating expenses			300,665				307,223				(6,558	)			(2	)

Our total operating expenses for the three months ended September 30, 2024 was $300,665, compared to $307,223, for the three months ended September 30, 2023, respectively. The decrease in total operating expense is primarily due to an decrease in salaries and benefits and occupancy expense.

Salaries and benefits for the three months ended September 30, 2024 and 2023, comprise primarily of accrued but unpaid salary due to Nadav Elituv, our Chief Executive Officer, of $150,000 and $150,000, respectively.

For the three months ended September 30, 2024, consulting comprises primarily of (i) $52,776 for consulting fees payable under a consulting agreement with 2130555 Ontario Limited, a Company controlled by Nadav Elituv and (ii) $33,697 paid to contractors to manage our grocery business The amount paid to contractors managing our grocery business increased in 2024 due to fewer employees being paid on regular payroll.

For the three months ended September 30, 2023, consulting comprises primarily stock-based compensation (i) $53,653 for consulting fees and (ii) $20,133 paid to contractors to manage our grocery business.

On January 1, 2024, entered into a consulting agreement to pay 2130555 Ontario Limited, a Company controlled by Nadav Elituv, a monthly consulting fee of CAD $24,000 per month for services for the period from January 1, 2024 to December 31, 2024.

Other income (expense):

		Three months ended September 30,		Change
		2024 $		2023 $		$		%
Amortization of debt discount and interest expense			(51,627	)			(41,064	)			(10,563	)			26
Loss on settlement of non-redeemable convertible notes			(6,850	)			(272,805	)			265,955				(97	)
Gain on disposition			-				-				-				-
Total operating expenses			(58,477	)			(313,869	)			255,392				(81	)

Amortization of debt discount and interest expense for the three months ended September 30, 2024 was $51,627, compared to $41,064 for the three months ended September 30, 2023. Amortization of debt discount and interest expense relates to the issuance of non-redeemable convertible notes and promissory notes.

During the three months ended September 30, 2024 and 2023, the Company elected to convert $67,006 and $71,275 of principal and interest of a non-redeemable convertible note into 670,061,200 and 1,961,500 shares of common stock of the Company resulting in a loss on settlement of debt of $6,850 and $272,805, respectively.

Net loss for the period:

		Three months ended September 30,		Change
		2024 $		2023 $		$		%
Net loss for the period			(333,117	)			(565,830	)			232,713				(41	)

Our net loss for the three months ended September 30, 2024 was $333,117, compared to $565,830 for the three months ended September 30, 2023, respectively. Our losses during the three months ended September 30, 2024 and 2023 are primarily due to costs associated with professional fees, compensation due to our CEO, interest expense and loss on settlement of non-redeemable convertible notes.

COMPARISON OF RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Sales, Cost of goods sold, Gross profit:

		Nine months ended September 30,		Change
		2024 $		2023 $		$		%
Sales			569,268				585,222				15,954				(3	)
Cost of goods sold			483,244				502,295				(19,051	)			(4	)
Gross profit			86,024				82,927				3,097				4
Gross profit %			15.1	%			14.2	%

Breakdown of sales by branch:

		Nine months ended September 30,		Change
		2024 $		2023 $		$		%
gocart.city - online delivery			-				28,715				(28,715	)			(100	)
Grocery Originals and Cuore Food Service - retail and wholesale distribution			569,268				556,507				12,761				2
Total sales			569,268				585,222				(15,954	)			(3	)

The gocart.city grocery delivery application was released in early June 2020 and gocart.city wholesale commenced sale of dry goods and produce to other businesses in July 2020. Our revenue from gocart.city - online delivery was primarily due to the recognition of revenue from expired grocery vouchers. gocart.city - online delivery was sold on May 1, 2023.

The gross margin percentage increased from 2023 to 2024 due to improved management of purchases and inventory.

Operating expenses:

		Nine months ended September 30,		Change
		2024 $		2023 $		$		%
Salaries and benefits			483,717				539,146				(55,429	)			(10	)
Occupancy expense			25,652				40,473				(14,821	)			(37	)
Advertising and travel			(27,247	)			21,984				(49,231	)			(224	)
Auto expenses			15,862				20,345				(4,483	)			(22	)
Consulting			240,238				200,885				39,353				20
Depreciation and Amortization			6,506				7,573				(1,067	)			(14	)
Bad debt			1,276				(25,844	)			27,120				(105	)
Office and general expenses			52,020				44,996				7,024				16
Professional fees			113,650				93,478				20,172				22
Freight and delivery			5,680				7,309				(1,629	)			(23	)
Total operating expenses			917,354				950,345				(32,991	)			(3	)

Our total operating expenses for the nine months ended September 30, 2024 was $917,354, compared to $950,345, for the nine months ended September 30, 2023, respectively. The decrease in total operating expense is primarily due to decrease in salaries and benefits and a $60,000 recovery on a service contract.

Salaries and benefits for the nine months ended September 30, 2024 and 2023, comprise primarily of accrued but unpaid salary due to Nadav Elituv, our Chief Executive Officer, of $450,000 and $450,000, respectively.

For the nine months ended September 30, 2024, consulting comprises primarily of (i) $158,760 for consulting fees payable under a consulting agreement with 2130555 Ontario Limited, a Company controlled by Nadav Elituv and (ii) $81,478 paid to contractors to manage our grocery business The amount paid to contractors managing our grocery business increased in 2024 due to fewer employees being paid on regular payroll.

For the nine months ended September 30, 2023, consulting comprises primarily stock-based compensation expense (i) $151,531 for consulting fees and (ii) $49,354 paid to contractors to manage our grocery business.

On January 1, 2024, entered into a consulting agreement to pay 2130555 Ontario Limited, a Company controlled by Nadav Elituv, a monthly consulting fee of CAD $24,000 per month for services for the period from January 1, 2024 to December 31, 2024.

Other income (expense):

		Nine months ended September 30,		Change
		2024 $		2023 $		$		%
Amortization of debt discount and interest expense			(137,412	)			(117,515	)			(19,897	)			17
Loss on settlement of non-redeemable convertible notes			(641,562	)			(666,305	)			24,743				(4	)
Gain on disposition			-				50,839				(50,839	)			(100	)
Total operating expenses			(778,974	)			(732,981	)			(45,993	)			6

Amortization of debt discount and interest expense for the nine months ended September 30, 2024 was $137,412, compared to $117,515 for the nine months ended September 30, 2023. Amortization of debt discount and interest expense relates to the issuance of non-redeemable convertible notes and promissory notes.

During the nine months ended September 30, 2024 and 2023, the Company elected to convert $179,532 and $117,195 of principal and interest of a non-redeemable convertible note into 1,795,316,500 and 2,420,700 shares of common stock of the Company resulting in a loss on settlement of debt of $641,562 and $666,305, respectively.

During the nine months ended September 30, 2023 the Company received net proceeds from the sale of gocart.city assets of $64,076 (CAD $86,742). The net proceeds comprise of the settlement $127,249 (CAD $172,261) of accounts payable and $63,173 (CAD $85,519) of account receivable with the Purchaser resulting in a gain of$50,750 (CAD $68,442).

Net loss for the period:

		Nine months ended September 30,		Change
		2024 $		2023 $		$		%
Net loss for the period			(1,610,304	)			(1,600,399	)			(9,905	)			1

Our net loss for the nine months ended September 30, 2024 was $1,610,304, compared to $1,600,399 for the nine months ended September 30, 2023, respectively. Our losses during the nine months ended September 30, 2024 and 2023 are primarily due to costs associated with professional fees, compensation due to our CEO, interest expense and loss on settlement of non-redeemable convertible notes.

QUARTERLY RESULTS OF OPERATIONS

The following is a summary of selected quarterly information that has been derived from the financial statements of the Company. This summary should be read in conjunction with the consolidated financial statements of the Company.

Quarter Ended		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023		December 31, 2022
Sales		$	179,502			$	226,289			$	163,477			$	198,266			$	212,453			$	197,324			$	175,446			$	168,790
Gross profit		$	26,025			$	45,010			$	14,989			$	(20,815	)		$	55,262			$	12,216			$	15,449			$	21,299
Operating expenses		$	(300,665	)		$	(311,499	)		$	(305,190	)		$	(391,043	)		$	(307,223	)		$	(277,327	)		$	(365,706	)		$	(2,759,699	)
Other income (expense)		$	(58,477	)		$	(228,552	)		$	(491,945	)		$	(6,151,405	)		$	(313,869	)		$	(263,974	)		$	(155,227	)		$	(194,174	)
Net loss for the period		$	(333,117	)		$	(495,041	)		$	(782,146	)		$	(6,563,263	)		$	(565,830	)		$	(529,085	)		$	(505,484	)		$	(2,932,573	)
Basic net income (loss) per share		$	(0.00	)		$	(0.00	)		$	(0.01	)		$	(0.17	)		$	1.33			$	(0.00	)		$	(0.00	)		$	(20.00	)
Diluted net loss per share		$	(0.00	)		$	(0.00	)		$	(0.01	)		$	(0.17	)		$	(0.01	)		$	(0.00	)		$	(0.00	)		$	(20.00	)

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended September 30, 2024

Cash flows used in operating activities

		Nine months ended September 30,		Change
		2024 $		2023 $		$		%
Net cash used in operating activities			(239,157	)			(372,464	)			133,307				(36	)

Our net cash used in operating activities for the nine months ended September 30, 2024 and 2023 is $239,157 and $372,464, respectively. Our net loss for the nine months ended September 30, 2024 of $1,610,304 was the main contributing factor for our negative cash flow. We were able to mostly offset the cash used in operating activities by using our stock to pay for expenses such as, amortization of debt discount of $137,412 and loss on debt settlement of $641,562.

Cash flows used in investing activities

			Nine months ended September 30,				Change
			2024 $				2023 $			$				%
Net cash used in investing activities			-				-				-				-

Cash flows from financing activities

		Nine months ended September 30,		Change
		2024 $		2023 $		$		%
Net cash from financing activities			227,292				382,770				(155,478	)			(41	)

Our net cash provided by financing activities for the nine months ended September 30, 2024 and 2023 is $227,292 and $382,770, respectively.

During the nine months ended September 30, 2024, the Company received $190,976 (CAD $259,831) in cash from its line of credit with The Cellular Connection Ltd. dated April 14, 2022, and cash advances from related party of $36,316. The cash advances are non-interest bearing, unsecured and have no specific terms of repayment.

As of September 30, 2024, we had cash of $11,958, working capital (deficiency) of $(2,535,074) and total liabilities of $3,342,038.

Our working capital as of September 30, 2024 and December 31, 2023 is as follows:

		September 30, 2024		December 31, 2023
		$	151,532			$	169,481
Current liabilities			2,686,606				2,158,619
Working capital (Deficiency)		$	(2,535,074	)		$	(1,989,138	)

The Company is continuing to focus improving cash flows from operations by reducing incentives to customers, by making purchases from different suppliers, accelerating the collection of accounts receivable, reducing expenses, managing accounts payable balances and by paying our officers, directors, consultants and staff with our stock.

The Company's financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the nine months ended September 30, 2024, the Company incurred a net loss of $1,610,304 and used cash in operating activities of $239,157, and on September 30, 2024, had stockholders' deficit of $3,250,719 and an accumulated deficit of $93,696,482. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that the financial statements are issued. The Company's independent registered public accounting firm, in their report on the Company's financial statements for the year ended December 31, 2023, contains an explanatory paragraph regarding the Company's ability to continue as a going concern. The Company's financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern.

Over the next 12 months we expect to spend approximately $368,000 in cash for operations, legal, accounting and related services and to implement our business plan. We hope to be able to compensate our independent contractors with stock-based compensation, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts.

		Cash Required to Implement of Business Plan
General and Administration		$	268,000
Operations			100,000
Total Estimated Cash Expenditures		$	368,000

On April 14, 2022, the Company entered into a binding Line of Credit with The Cellular Connection Ltd. Pursuant to the Line of Credit, the Company can borrow from the Lender up to CAD $0 (CAD $750,000 available on the Line of Credit less CAD $1,040,168 of funds drawn and outstanding on September 30, 2024) in principal. The outstanding principal and all accrued interest became due and payable in full on May 1, 2024, the maturity date of the Line of Credit. The Lender has provided verbal assurances that the Company may continue to borrow additional funds at the same terms as the Line of Credit. From October 1, 2024 to November 6, 2024, the Company received cash advances of $3,836 (CAD $5,183) from the Lender. There is no guarantee that the Lender will continue to advance cash to the Company. If required, we expect to be able to secure additional capital through advances from our Chief Executive Officer, note holders, shareholders and others in order to pay expenses such as organizational costs, filing fees, accounting fees and legal fees, however, we do not have any written or oral agreements with any other third parties which require them to fund our operations. Although there can be no assurances that we will be able to obtain such funds in the future, the Company has been able to secure financing to continue operations since its inception on April 3, 2009. We are currently quoted on OTC Pink.. If we need additional capital in the next twelve months and if we cannot raise such capital on acceptable terms, we may have to curtail our operations or terminate our business entirely.

The inability to obtain financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for developing products and services, or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, to the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If we raise additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of our common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuing stock in lieu of cash, which may also result in dilution to existing stockholders.

Our common stock started trading over the counter and has been quoted on the Over-The Counter Bulletin Board since February 17, 2011. The stock currently trades under the symbol "TWOH.OB."

Commitments for future capital expenditures on September 30, 2024 is as follows:

		Payments Due by Period
Contractual obligations		Total $		Less than 1 year $		1 - 3 years $		4 - 5 years $		After 5 years $
Accounts payable and accrued liabilities			491,820				491,820				-				-				-
Debt			2,436,794				2,185,929				250,865				-				-
Deferred revenue			-				-				-				-				-
Non-redeemable convertible notes			404,567				-				404,567				-				-
Financial lease Obligations			-				-				-				-				-
Operating leases(1)			8,857				8,857				-				-				-
Total contractual obligations			3,342,038				2,686,606				655,432				-				-

Notes:

(1)	Leases for retail space, equipment and warehousing are currently month to month. Deliveries are currently outsourced.

OPERATING CAPITAL AND CAPITAL EXPENDITURE REQUIREMENTS

We are currently funding our operations by way of cash advances from our Chief Executive Officer, note holders, shareholders and others. We hope to be able to compensate our independent contractors with stock-based compensation, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts. On April 14, 2022, the Company entered into a binding Line of Credit with The Cellular Connection Ltd. Pursuant to the Line of Credit, the Company can borrow from the Lender up to CAD $0 (CAD $750,000 available on the Line of Credit less CAD $1,040,168 of funds drawn and outstanding on September 30, 2024) in principal. The outstanding principal and all accrued interest became due and payable in full on May 1, 2024, the maturity date of the Line of Credit. The Lender has provided verbal assurances that the Company may continue to borrow additional funds at the same terms as the Line of Credit. From October 1, 2024 to November 6, 2024, the Company received cash advances of $3,836 (CAD $5,183) from the Lender. These is no guarantee that the Lender will continue to advance cash to the Company. If required, we expect to be able to secure additional capital through advances from our Chief Executive Officer, note holders, shareholders and others in order to pay expenses such as organizational costs, filing fees, accounting fees and legal fees, however, we do not have any written or oral agreements with any other third parties which require them to fund our operations. The loans from our Chief Executive Officer, note holders, shareholders and others are unsecured and non-interest bearing and have no set terms of repayment. Our common stock started trading over the counter and has been quoted on the Over-The Counter Bulletin Board since February 17, 2011. The stock currently trades under the symbol "TWOH.OB."

RELATED PARTY TRANSACTIONS

Due to Related Party

As of September 30, 2024 and December 31, 2023, advances and accrued salary of $1,228,735 and $883,534, respectively, were due to Nadav Elituv, the Company's Chief Executive Officer. The balance is non-interest bearing, unsecured and have no specified terms of repayment.

During the nine months ended September 30, 2024, the Company issued advances due to related party for $61,748 for expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $25,432 in cash. In addition, the Company accrued salary of $609,041 due to Nadav Elituv for services provided during the nine months ended September 30, 2024. On February 26, 2024, the Company issued common stock to settle due to related party with a carrying value of $296,000 (Note 10).

During the nine months ended September 30, 2023, the Company issued advances due to related party for $77,490 for expenses paid on behalf of the Company and advances due to related party were repaid by the Company with $27,379 in cash. In addition, the Company accrued salary of $600,103 due to Nadav Elituv for the nine months ended September 30, 2023. On February 2, 2023, the Company issued common stock to settle due to related party with a carrying value of $188,871.

During the nine months ended September 30, 2024 and 2023, the Company paid Linus Creative Services, a business controlled by Bradley Southam, a director of the Company, $0 and $2,649, respectively, for advertising services.

Promissory Notes - Related Party

As of September 30, 2024 and December 31, 2023, promissory note - related party of $0 and $0, respectively, were outstanding. The promissory notes - related party bear interest of 10% per annum, are unsecured, mature on December 31, 2025 and are due to 2130555 Ontario Limited, a Company controlled by Nadav Elituv, the Company's Chief Executive Officer. On February 2, 2023, the Company issued common stock to settle promissory note - related party and interest with a carrying value of $85,922.

Our policy with regard to transactions with related persons or entities is that such transactions must be on terms no less favorable than could be obtained from non-related persons.

The above related party transactions are not necessarily indicative of the amounts that would have been incurred had a comparable transaction been entered into with an independent party. The terms of these transactions were more favorable than would have been attained if the transactions were negotiated at arm's length.

PROPOSED TRANSACTIONS

The Company is not anticipating any transactions.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Refer to Note 2 in the consolidated financial statements for the nine months ended September 30, 2024 for information on accounting policies.

FINANCIAL INSTRUMENTS

The main risks of the Company's financial instrument are exposed to are credit risk, market risk, foreign exchange risk, and liquidity risk.

Credit risk

The Company's credit risk is primarily attributable to trade receivables. Trade receivables comprise amounts due from other businesses from the sale of groceries and dry goods. The Company mitigates credit risk through approvals, limits and monitoring. The amounts disclosed in the consolidated balance sheet are net of allowances for expected credit losses, estimated by the Company's management based on past experience and specific circumstances of the customer. The Company manages credit risk for cash by placing deposits at major Canadian financial institutions.

Market risk

value of financial instruments. These risks are generally outside the control of the Company. The objective of the Company is to mitigate market risk exposures within acceptable limits, while maximizing returns. The Company's market risk consists of risks from changes in foreign exchange rates, interest rates and market prices that affect its financial liabilities, financial assets and future transactions.

Refer to Note 2 in the consolidated financial statements for the nine months ended September 30, 2024 for information on market risk.

Foreign Exchange risk

Our revenue is derived from operations in Canada. Our consolidated financial statements are presented in U.S. dollars and our liabilities other than trade payables are primarily due in U.S. dollars. The revenue we earn in Canadian dollars is adversely impacted by the increase in the value of the U.S. dollar relative to the Canadian dollar.

Liquidity risk

Liquidity risk relates to the risk the Company will encounter difficulty in meeting its obligations associated with financial liabilities. The financial liabilities on our consolidated balance sheets consist of accounts payable and accrued liabilities, due to related party, notes payable, convertible notes, net, derivative liabilities, promissory notes, promissory notes - related party and non-redeemable convertible notes, Management monitors cash flow requirements and future cash flow forecasts to ensure it has access to funds through its existing cash and from operations to meet operational and financial obligations. The Company believes it has sufficient liquidity to meet its cash requirements for the next twelve months.

OUTSTANDING SHARE DATA

As of November 6, 2024, the following securities were outstanding:

Common stock: 2,369,037,729 shares

Series C Convertible Preferred Stock: 0

OFF-BALANCE SHEET TRANSACTIONS

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2024, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against our Company or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

ITEM 1A. RISK FACTORS

A smaller reporting company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ended September 30, 2024, the Company elected to convert $67,006 of principal and interest of non-redeemable convertible notes into 670,061,200 shares of common stock of the Company with a fair value of $73,856 resulting in a loss of extinguishment of debt of $6,850.

During the nine months ended September 30, 2024, the Company elected to settle $17,500 of principal and interest of promissory notes by issuing 175,000,000 shares of common stock of the Company with a fair value of $17,500.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

During the quarter ended September 30, 2024, we did not have any defaults upon senior securities.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

During the quarter ended September 30, 2024, no director or Section 16 officer adoptedor terminatedany Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

ITEM 6. EXHIBITS

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1	Certificate of Incorporation, dated April 3, 2009		S-1		3.1	6/22/2010
3.2	Bylaws, dated April 3, 2009		S-1		3.2	6/22/2010
3.3	Certificate of Amendment to the Certificate of Incorporation, dated August 8, 2013		10-Q	6/30/2013	3.3	8/14/2013
3.4	Certificate of Amendment to the Certificate of Incorporation, dated July 27, 2016		8-K	9/1/2016	3.1	9/1/2016
3.5	Certificate of Amendment to the Certificate of Incorporation, dated August 27, 2018		8-K	9/10/2018	3.1	9/10/2018
3.6	Certificate of Amendment to the Certificate of Incorporation, dated November 18, 2019		8-K	12/12/2019	3.1	12/12/2019
3.7	Certificate of Amendment to the Certificate of Incorporation, dated July 16, 2021		8-K	7/16/2021	3.1	7/22/2021
3.8	Certificate of Amendment to the Certificate of Incorporation, dated January 3, 2022		8-K	1/3/2022	3.1	1/6/2022
3.9	Certificate of Amendment to the Certificate of Incorporation, As Amended, dated March 21, 2022		8-K	4/25/2022	3.1	4/26/2022
3.10	Certificate of Amendment to the Certificate of Incorporation, As Amended, filed with the Delaware Secretary of State on August 22, 2023.		8-K	9/8/2023	3.1	9/11/2023
4.1	Specimen Stock Certificate		S-1		4.1	6/22/2010
4.2	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, dated August 6, 2013		10-Q	6/30/2013	4.2	8/14/2013
4.3	Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, dated December 12, 2019		8-K	12/12/2019	3.1	12/19/2019
4.4	Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, dated October 7, 2020		8-K	10/07/2020	3.1	10/08/2020
4.5	Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, dated June 24, 2021		8-K	6/24/2021	3.1	7/1/2021
4.6	Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, dated September 1, 2021		8-K	9/1/2021	3.1	9/1/2021
4.7	Amended and Restated Designation of Series A Convertible Preferred Stock of Two Hands Corporation, dated April 21, 2022		8-K	4/21/2022	3.1	4/26/2022
4.8	Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, dated July 5, 2022	10-Q	6/30/2022	4.8	8/15/2022
4.9	Certificate of Designation, Preference and Rights of Series E Preferred Stock, dated October 3, 2022		8-K	10/4/2022	3.1	10/11/2022
10.1	Innovative Product Opportunities Inc. Trust Agreement		S-1		10.1	6/22/2010
10.2	Side Letter Agreement, The Cellular Connection Ltd., dated January 8, 2018		10-K	12/31/2017	10.2	3/29/2018
10.3	Side Letter Agreement, Stuart Turk, dated January 8, 2018		10-K	12/31/2017	10.3	3/29/2018
10.4	Side Letter Agreement, Jordan Turk, dated April 12, 2018		10-Q	3/31/2018	10.4	5/21/2018
10.5	Side Letter Agreement, Jordan Turk, dated May 10, 2018		10-Q	3/31/2018	10.5	5/21/2018
10.6	Side Letter Agreement, Jordan Turk, dated September 13, 2018		10-K	12/31/2018	10.6	4/1/2019
10.7	Side Letter Agreement, The Cellular Connection Ltd., dated January 31, 2019		10-K	12/31/2018	10.7	4/1/2019
10.8	Side Letter Agreement, Stuart Turk, dated January 31, 2019		10-K	12/31/2018	10.8	4/1/2019
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data Files as its XBRL tags are embedded within the Inline XBRL document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Definition	X
104	Cover page formatted as Inline XBRL and contained in Exhibit 101	X

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TWO HANDS CORPORATION
November 18, 2024	By: /s/ Nadav Elituv Nadav Elituv, President, Chief Executive Officer and Director (Principal Executive Officer)
	By: /s/ Steven Gryfe Steven Gryfe, Chief Financial Officer (Principal Financial and Accounting Officer)

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